**EXHIBIT 4.51**

 
| APN Nos.: | 007-271-02 |
|-----------|------------|
|      | 007-271-03 |
|      | 007-271-04 |
|      | 007-271-05 |
|      | 007-271-06 |
|      | 007-271-07 |
|      | 007-271-08 |
|      | 007-271-09 |
|      | 007-271-10 |
|      | 007-271-11 |
|      | 007-271-13 |

 

Prepared byand whenrecorded mail to:

 

Milbank,Tweed, Hadley & McCloy, LLP601 South Figueroa Street, 30th FloorLos Angeles, California 90017Attn:  Matthew S. Meza, Esq.

 

FIRST AMENDMENT TO FEE ANDLEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING

 

This FirstAmendment to Fee and Leasehold Deed of Trust, Assignment of Leases and Rents,Security Agreement and Fixture Filing (“First Amendment”) dated as of March 2,2005 is between GOLD DUST WEST CASINO, INC., a Nevada corporation, having anoffice at 444 Vine Street, Reno, Nevada 89505, as trustor, assignor and debtor,(in such capacities and together with any successors in such capacities, the “Trustor”)and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking associationhaving an office at 213 Court Street, Suite 703, Middletown, CT 06457, in itscapacity as trustee pursuant to the Indenture (as hereinafter defined), asbeneficiary, assignee and secured party (in such capacities and together withany successors in such capacities, the “Beneficiary”).

 

RECITALS

 

A.                                   JacobsEntertainment, Inc., a Delaware corporation formerly known as Gameco, Inc. (the“Issuer”), certain of its Subsidiaries (as defined in the Indenture), theTrustor and the Beneficiary have entered into that certain Indenture, dated asof February 8, 2002, supplemented by the First Supplemental Indenture, dated asof February 22, 2002, the Second Supplemental Indenture, dated as of June 14,2002, the Third Supplemental Indenture, dated as of June 4, 2003, the FourthSupplemental Indenture dated as of the date hereof and the Fifth SupplementalIndenture dated as of the date hereof (collectively, as amended, amended andrestated, supplemented, or

 

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otherwise modified heretoforeor from time to time hereafter, the “Indenture”), pursuant to which the Issuerhas issued its 11 7/8% Senior Secured Notes due 2009 in the aggregate principalamount of $125,000,000 (the “Old Notes”).

 

B.                                     TheIndenture contemplated that the Issuer may, after the date of the Indenture,issue Additional Notes (as defined in the Indenture) and Exchange Notes (asdefined in the Indenture); with the Exchange Notes, the Additional Notes andthe Old Notes being collectively referred to herein as the “Notes”, in eachcase, pursuant to the provisions of the Indenture.  Pursuant to the Fourth SupplementalIndenture, Issuer shall increase the aggregate principal indebtedness under theIndenture by the issuance of Additional Notes in the original principal amountof Twenty Three Million and No/100ths Dollars ($23,000,000.00) (the “FirstAdditional Notes”), thereby raising the total amount of Notes issued under theIndenture to an aggregate principal amount of One Hundred Forty Eight Millionand No/100ths Dollars ($148,000,000.00).

 

C.                                     Inconnection with the Indenture and the Notes issued thereunder, Grantors haveexecuted that certain Fee And Leasehold Deed of Trust, Assignment of Leases andRents, Security Agreement and Fixture Filing (as amended, amended and restated,supplemented, or otherwise modified from time to time, the “Deed of Trust”),dated as of February 22, 2002, and recorded February 22, 2002 as DocumentNumber 2655562, in the real estate records of the County Recorder of WashoeCounty, Nevada.  The Deed of Trustencumbers, among other things, the real property which is described by Exhibit “A”attached hereto, and incorporated by reference herein (the “Land”).

 

D.                                    Trustorcontinues to own or hold the interests in the Land and the other Trust Property(as defined in the Deed of Trust) that are described in the Deed of Trust.

 

E.                                      TheIssuer owns, directly or through its Subsidiaries, all of the issued andoutstanding shares of Trustor.

 

F.                                      TheDeed of Trust is given by Trustor to the Trustee for the benefit of theBeneficiary and for the benefit of the Holders of the Notes (collectively, the “SecuredParties”) to secure the payment and performance of all of the SecuredObligations (as defined in the Deed of Trust).

 

G.                                     Trustorwill receive substantial benefits from the issuance of the First AdditionalNotes and is therefore willing to enter into this First Amendment.

 

H.                                    Beneficiaryand Trustor desire to modify the terms of the Deed of Trust for the purpose,among other things, of: (i) providing record notice of the First SupplementalIndenture, Second Supplemental Indenture, ThirdSupplemental

 

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Indenture, Fourth Supplemental Indenture andFifth Supplemental Indenture, all referred to by Recital A above (collectively,the “Supplemental Indentures”) and the First Additional Notes; (ii) confirmingthat the Deed of Trust secures payment and performance under the SupplementalIndentures and the First Additional Notes (in addition to all other obligationssecured thereby); and (iii) to the extent that the Deed of Trust may not securepayment and performance under the Supplemental Indentures and First AdditionalNotes, amending the Deed of Trust to so secure such payment and performance;all as set forth below (collectively, the “Deed of Trust Modifications”).

 

AGREEMENT

 

NOW,THEREFORE, in consideration of the foregoing premises and the agreements,provisions and covenants herein contained, Borrower and Lender agree asfollows:

 

**1.****                                      RecitalsIncorporation.**The recitals set forth above are hereby incorporatedinto this First Amendment as material parts thereof and not simply as mererecitals.

 

**2.****                                      Definitions**.** **Except as modified herein all capitalized terms used herein shallhave the meanings ascribed thereto in the Deed of Trust or, if not defined inthe Deed of Trust, in the Indenture.

 

**3.****                                      SecuredIndebtedness**.

 

(a)                                  Allreferences to “125,000,000” on the title page of the original Deed of Trust arehereby amended and replaced with “148,000,000.”

 

(b)                                 Section2.4 of the Deed of Trust is hereby amended by deleting the section in its      entiretyand substituting the following:

 

SECTION 2.4.  Future Advances.  This Deed of Trust shall secure futureadvances.  The maximum aggregate amountof all advances of principal under the Indenture (which advances are obligatoryto the extent the conditions set forth in the Indenture relating thereto aresatisfied) that may be outstanding hereunder at any time is $148,000,000 plusinterest thereon, collection costs, sums advanced for the payment of taxes,assessments, maintenance and repair charges, insurance premiums and any otherreasonable costs incurred to protect the security encumbered hereby or the Lienhereof, reasonable expenses incurred by the Beneficiary by reason of any

 

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default by Trustor under the terms hereof,together with all other sums secured hereby.

 

**4.****                                      Modification/Ratification**.Except as modified hereby (which modifications made hereby expressly includethe Deed of Trust Modifications referred to by Recital H above), all otherterms, powers, provisions and obligations of the Deed of Trust shall remainunimpaired and shall not be changed or modified by this First Amendment andshall continue in full force and effect and are hereby ratified and confirmed.To the extent of any conflict between this First Amendment and the Deed ofTrust, this First Amendment shall control and the Deed of Trust is herebyamended to the extent of any such conflict.

 

**5.****                                      NoNovation. **This First Amendmentconstitutes a confirmation and amendment of the original Deed of Trust and, tothe maximum extent authorized by law, all covenants and obligations of Trustorand all rights of Beneficiary in the Mortgaged Property shall relate back tothe date of the original Deed of Trust. This First Amendment, in any event, shall constitute the present grantof the Trust Property, in trust with power of sale, to the Trustee for thebenefit of the Beneficiary upon its execution by Trustor, upon andincorporating the terms and covenants of the Deed of Trust, to secure paymentof the Notes and performance of all of the Secured Obligations.

 

**6.****                                      Counterparts**.  This First Amendment may be executed in asmany counterparts as necessary or convenient, and by the different parties onseparate counterparts each of which, when so executed, shall be deemed anoriginal but all such counterparts shall constitute but one and the sameagreement.

 

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The parties hereto have executed this First Amendment or have causedthe same to be executed by their duly authorized representatives as of the datefirst above written.

 
| TRUSTOR:                                           | BENEFICIARY:                                        |
|----------------------------------------------------|-----------------------------------------------------|
|                                               |                                                |
| GOLD DUST WEST CASINO, INC.,  a Nevada corporation | WELLS FARGO BANK, NATIONAL  ASSOCIATION, as Trustee |
|                                               |                                                |
|                                               |                                                |
| By:                                                | /s/ Stephen R. Roark                                |   | By: | /s/ Joseph P. O’Donnell |   |
|                                               | Stephen R. Roark,                                   |   |   |
|                                               | Vice President                                      |   | Name: Joseph P. O’Donnell |
|                                               |                                                |   |   |
|                                               |                                                |   | Title: Assistant Vice  President |
|                                                    |                                                     |  |  |  |  |

 
| STATE OF COLORADO           | )    |
|-----------------------------|------|
|                        | ) ss |
| CITY & COUNTY OF DENVER | )    |

 

Thisinstrument was acknowledged before me on                       ,2005 by Stephen R. Roark as Vice President of GOLD DUST WEST CASINO, INC.

 

 
| /s/ Kathy A. Baldwin |   |
|----------------------|--------|
| Notary Public        |   |

 

 
| STATE OF CONNECTICUT | )    |
|----------------------|------|
|                 | ) ss |
| COUNTY OF MIDDLESEX  | )    |

 

Thisinstrument was acknowledged before me on February 28, 2005 by Joseph P. O’Donnellas Assistant Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION.

 

 
| /s/ William Kotkosky |   |
|----------------------|--------|
| Notary Public        |   |

 

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DESCRIPTION

 

All that certain lot, piece orparcel of land situate in the County of Washoe, State of Nevada, described asfollows:

 

PARCEL 1:  (07-271-13)

 

The North 110feet of Lot 1, all of Lots 2, 8, 9 and 10 in Block 6 of WESTERN ADDITION, RENO,according to the map thereof, filed in the office of the County Recorder ofWashoe County, State of Nevada on May 2, 1876.

 

PARCEL 2:  (07-271-02, 04, 06, 07, 08, 09, 10)

 

Lots 3, 4, 5 and the Westone-half of Lot 7, the South 50 feet of the North 150 feet of Lot 6 and theSouth 50 feet of the North 150 feet of the East one-half of Lot 7, all in Block6 of WESTERN ADDITION, RENO, according to the map thereof, filed in the officeof the County Recorder of Washoe County, State of Nevada on May 2, 1876.

 

PARCEL 3:  (07-271-03)

 

The Northerly 100 feet of Lot 6and the Northerly 100 feet of the Easterly 1/2 of Lot 7 in Block 6 of WESTERNADDITION, RENO, according to the map thereof, filed in the office of the CountyRecorder of Washoe County, State of Nevada on May 2, 1876.

 

PARCEL 4:  (07-271-11)

 

The South 100feet of Lot 1 in Block 6 of WESTERN ADDITION, RENO, according to the mapthereof, filed in the office of the County Recorder of Washoe County, State ofNevada on May 2, 1876.

 

PARCEL 5:  (07-271-05)

 

Beginning at a point on theWest line of Washington Street 150 feet South of the Northeast corner of Block6, in the WESTERN ADDITION TO RENO; thence running Southerly and along the saidWest line of Washington Street 60 feet to the Southeast corner of Lot 6 inBlock 6; thence Westerly at right angles 150 feet; thence Northerly at rightangles 60 feet; thence Easterly at right angles 150 feet to the place of beginning;being the South 60 feet of Lot 6 and the East 50 feet of the South 60 feet ofLot 7 in Block 6 of WESTERN ADDITION, RENO, according to the map thereof, filedin the office of the County Recorder of Washoe County, State of Nevada on May2, 1876.

 

The above metes and boundsdescription appeared previously in that certain document recorded January 4,2001 as Instrument No. 2512898.

 

EXHIBIT “A”

 

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