**EXHIBIT 4.49(d)**

 

**SUBSIDIARY GUARANTEE**

 

The SubsidiaryGuarantor listed below (hereinafter referred to as the “Subsidiary Guarantor,”which term includes any successors or assigns under the Indenture and anyadditional Subsidiary Guarantors), has irrevocably and unconditionallyguaranteed the Guarantee Obligations, which include that: (a) the principal of,and premium and interest and Additional Interest, if any, on the 11 7/8% SeniorSecured Notes due 2009 (the “Notes”) of Gameco, Inc. (renamed Jacobs Entertainment,Inc., the “Company”), shall be duly and punctually paid in full when due,whether at maturity, by acceleration or otherwise, and interest on overdueprincipal, and premium, if any, and (to the extent permitted by law) intereston any interest, if any, on the Notes and all other Obligations of the Companyto the Holders or the Trustee hereunder or under the Notes or under theCollateral Documents (including fees, expenses or other) shall be promptly paidin full or performed, all in accordance with the terms hereof and thereof; and(b) in case of any extension of time of payment or renewal of any Notes or anyof such other Obligations, the same shall be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise.

 

TheObligations of the Subsidiary Guarantor to the Holders and to the Trusteepursuant to this Subsidiary Guarantee and this Indenture are expressly setforth in Article 12 of the Indenture and reference is hereby made to theIndenture for the precise terms of this Subsidiary Guarantee. The Obligationsare secured by a pledge of the Collateral pursuant to Articles 10 and 11 of theIndenture and the Collateral Documents.

 

Nostockholder, officer, director or incorporator, as such, past, present orfuture of the Subsidiary Guarantor shall have any liability under thisSubsidiary Guarantee by reason of his or its status as such stockholder,officer, director or incorporator.

 

Except as setforth in the Indenture, this is a continuing Guarantee and shall remain in fullforce and effect and shall be binding upon the Subsidiary Guarantor and itssuccessors and assigns until full and final payment of all of the Company’sObligations under the Notes and the Indenture and shall inure to the benefit ofthe successors and assigns of the Trustee and the Holders, and, in the event ofany transfer or assignment of rights by any Holder or the Trustee, the rightsand privileges herein conferred upon that party shall automatically extend toand be vested in such transferee or assignee, all subject to the terms andconditions hereof. This is a Guarantee of payment and not of collectibility.

 

TheObligations of the Subsidiary Guarantor under this Subsidiary Guarantee shallbe limited to the extent necessary to insure that it does not constitute afraudulent conveyance under applicable law.

 

THE TERMS OFARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

 

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Capitalizedterms used herein have the same meanings given in the Indenture unlessotherwise indicated.

 

Dated as ofDecember 21, 2005

 

 
|   | JACOBS PIÑON  PLAZA |
|--------|--------------------------|
|   | ENTERTAINMENT,  INC.     |
|   |                     |
|   |                     |
|   | By:                      | /s/ Jeffrey  P. Jacobs |   |
|   |                     | Jeffrey P.  Jacobs, Chief Executive |
|   |                     | Officer and President |
|        |                          |  |  |  |

 

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