**EXHIBIT 4.43(c)**

 

SIXTH SUPPLEMENTAL INDENTURE

 

THISSIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21,2005 among Jacobs Piñon Plaza Entertainment, Inc., a Nevada corporation(the “New Guarantor”), Jacobs Entertainment, Inc., a Delaware corporation(formerly known as Gameco, Inc.) (the “ Company”), the guarantors listedon the signature pages attached hereto (the “Guarantors”) and Wells FargoBank, National Association, as trustee under the Indenture referred to below(the “ Trustee”);

 

W I T N E S S E T H THAT:

 

WHEREAS,the Company has heretofore executed and delivered to the Trustee an Indenture (asamended, amended and restated, supplemented or otherwise modified from time totime, the “Indenture”), dated asof February 8, 2002, providing for the issuance of its 11 7/8% SeniorSecured Notes due 2009;

 

WHEREAS,Section 4.18 of the Indenture provides that under certain circumstancesthe Company is required or permitted to cause the New Guarantor to execute anddeliver to the Trustee a supplemental indenture pursuant to which the NewGuarantor shall unconditionally guarantee all of the Company’s obligationsunder the Notes pursuant to a Guarantee on the terms and conditions set forthherein; and

 

WHEREAS,pursuant to Section 9.01 of the Indenture, the Trustee and the Company areauthorized to execute and deliver this Supplemental Indenture;

 

NOWTHEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the New Guarantor, the Company, the Guarantors and the Trustee mutuallycovenant and agree for the equal and ratable benefit of the Holders as follows:

 

1.                                       Definitions.

 

(a)                                  Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

 

(b)                                 For all purposes of this SupplementalIndenture, except as otherwise herein expressly provided or unless the contextotherwise requires: (i) the terms and expressions used herein shall havethe same meanings as corresponding terms and expressions used in the Indenture;and (ii) the words “herein,” “hereof” and “hereby” and other words ofsimilar import used in this Supplemental Indenture refer to this SupplementalIndenture as a whole and not to any particular section hereof.

 

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2.                                       Agreement to Guarantee. The New Guarantorhereby agrees, jointly and severally with all other Guarantors, to guaranteethe Company’s obligations under the Notes on the terms and subject to theconditions set forth in Article 12 of the Indenture and to be bound by allother applicable provisions of the Indenture. From and after the date hereof,the New Guarantor shall be a Guarantor for all purposes under the Indenture andthe Notes.

 

3.                                       Ratification of Indenture; Supplemental IndenturePart of Indenture. Except as expressly amended hereby, the Indenture is inall respects ratified and confirmed and all the terms, conditions andprovisions thereof, as previously amended, amended and restated,supplemented or otherwise modified from time to time, shall remain in full force and effect. This Supplemental Indentureshall form a part of the Indenture for all purposes, and every Holderof any Note heretofore or hereafter authenticated and delivered shall be boundhereby.

 

4.                                       Governing Law. **THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADEAND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THEJURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE NOTES.**

 

5.                                       Trustee Makes No Representation. The Trusteeshall not be responsible in any manner whatsoever for or in respect of thevalidity or sufficiency of this Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which are made solely by the Company.

 

6.                                       Multiple Counterparts. The parties may signmultiple counterparts of this Supplemental Indenture. Each signed counterpart shallbe deemed an original, but all of them together represent one and the sameagreement.

 

7.                                       Headings. The headings of this SupplementalIndenture have been inserted for convenience of reference only, are not to beconsidered a part hereof, and shall in no way modify or restrict any ofthe terms or provisions hereof.

 

[Remainder of page intentionally blank]

 

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INWITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture tobe duly executed as of the date and year first above written.

 
|   | **NEW  GUARANTOR:**                                           |
|--------|---------------------------------------------------------------|
|   |                                                          |
|   | JACOBS PIÑON PLAZA                                       |
|   | ENTERTAINMENT, INC.                                      |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/ Jeffrey P. Jacobs |   |
|   | Name: Jeffrey P. Jacobs                                       |
|   | Title: Chief Executive Officer and President                  |
|   |                                                          |
|   |                                                          |
|   | **THE  TRUSTEE:**                                             |
|   |                                                          |
|   | WELLS FARGO BANK,                                             |
|   | NATIONAL ASSOCIATION                                          |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/ Joseph P. O’Donnell |   |
|   | Name:                                                    | Joseph P. O’Donnell |   |
|   | Title:                                                   | Vice President |   |
|   |                                                          |
|   | **THE  COMPANY:**                                             |
|   |                                                          |
|   | JACOBS ENTERTAINMENT, INC.                               |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/ Jeffrey P. Jacobs |   |
|   | Name: Jeffrey P. Jacobs                                  |
|   | Title: President                                              |
|   |                                                          |
|   |                                                          |
|   | BLACK HAWK GAMING &  DEVELOPMENT  COMPANY, INC. |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/ Jeffrey P. Jacobs |   |
|   | Name:  Jeffrey  P. Jacobs                                |
|   | Title:   Chief Executive Officer and Director  |
|   |                                                          |
|   |                                                          |
|   | GOLD DUST WEST CASINO, INC.                              |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/ Jeffrey P. Jacobs |   |
|   | Name:  Jeffrey  P. Jacobs                                |
|   | Title:   Chairman of the Board and President   |
|        |                                                               |  |  |  |  |

 

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|   | BLACK HAWK/JACOBS  ENTERTAINMENT, LLC  |
|--------|----------------------------------------|
|   |                                   |
|   | By:                                    | Black Hawk Gaming &  Development Company, |
|   |                                   | Inc., its Authorized  Manager |
|   |                                   |   |
|   |                                   |  /s/ Stephen R. Roark |   |
|   |                                   | Stephen R. Roark |
|   |                                   | President |
|   |                                   |
|   |                                   |
|   | GILPIN HOTEL VENTURE                   |
|   | By:                                    | Gilpin Ventures, Inc.,  its Partner |
|   |                                   |   |
|   | By:                                    | /s/ Stephen R. Roark |   |
|   | Name:                                  | Stephen R. Roark |   |
|   | Title:                                 | President |   |
|   |                                   |
|   | By:                                    | Black Hawk Gaming & Development Company, Inc., |
|   |                                   | its Partner |
|   |                                   |
|   | By:                                    | /s/ Stephen R. Roark |   |
|   | Name:                                  | Stephen R. Roark |
|   | Title:                                 | President |
|   |                                   |
|   |                                   |
|   | GILPIN VENTURES, INC.             |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Stephen R. Roark |   |
|   | Name:                                  | Stephen R. Roark |
|   | Title:                                 | President and Director |
|   |                                   |
|   |                                   |
|   | JALOU II INC.                          |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Name:                                  | Ian M. Stewart |
|   | Title:                                 | President and Director |
|   |                                   |
|   |                                   |
|   | WINNER’S CHOICE CASINO, INC. |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Name:                                  | Ian M. Stewart |
|   | Title:                                 | President and Director |
|        |                                        |  |  |  |  |  |  |  |  |  |

 

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|   | DIVERSIFIED OPPORTUNITIES  GROUP LTD.                      |
|--------|------------------------------------------------------------|
|   | By: Jacobs Entertainment, Inc.,  its Managing Manager |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Jeffrey P. Jacobs |   |
|   | Name:                                                      | Jeffrey P. Jacobs |
|   | Title:                                                     | President |
|   |                                                       |
|   |                                                       |
|   | JALOU L.L.C.                                               |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Ian M. Stewart |   |
|   | Name:                                                      | Ian M. Stewart |
|   | Title:                                                     | President and Manager |
|   |                                                       |
|   |                                                       |
|   | HOUMA TRUCK PLAZA &  CASINO, L.L.C.               |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Ian M. Stewart |   |
|   | Name:                                                      | Ian M. Stewart |
|   | Title:                                                     | President and Manager |
|   |                                                       |
|   |                                                       |
|   | JALOU-CASH’S L.L.C.                                   |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Ian M. Stewart |   |
|   | Name:                                                      | Ian M. Stewart |
|   | Title:                                                     | President and Manager |
|   |                                                       |
|   |                                                       |
|   | JACE, INC.                                            |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Ian M. Stewart |   |
|   | Name:                                                      | Ian M. Stewart |
|   | Title:                                                     | President and Director |
|   |                                                       |
|   |                                                       |
|   | LUCKY MAGNOLIA TRUCK STOP  AND CASINO, L.L.C.              |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Ian M. Stewart |   |
|   | Name:                                                      | Ian M. Stewart |
|   | Title:                                                     | President and Manager |
|        |                                                            |  |  |  |

 

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|   | BAYOU VISTA TRUCK PLAZA  AND CASINO, L.L.C. |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | President and Manager |
|   |                                        |
|   |                                        |
|   | RACELAND TRUCK PLAZA AND  CASINO, L.L.C.    |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | President and Manager |
|   |                                        |
|   |                                        |
|   | COLONIAL HOLDINGS, INC.                |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | President |
|   |                                        |
|   |                                        |
|   | COLONIAL DOWNS, LP                          |
|   |                                        |
|   | By: STANSLEY RACING CORP.,  ITS GENERAL     |
|   | PARTNER                                     |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | President |
|   |                                        |
|   |                                        |
|   | STANSLEY RACING CORP.                       |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | President |
|   |                                        |
|   |                                        |
|   | COLONIAL DOWNS, LLC                         |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Ian M. Stewart |   |
|   | Name:                                       | Ian M. Stewart |
|   | Title:                                      | Manager |
|        |                                             |  |  |  |

 

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|   | JRJ PROPERTIES, LLC                    |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Name:                                  | Ian M. Stewart |
|   | Title:                                 | President and Manager |
|   |                                   |
|   |                                   |
|   | JALOU BREAUX BRIDGE, LLC               |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Ian M. Stewart, President  and Manager |
|   |                                   |
|   |                                   |
|   | JALOU EUNICE, LLC                      |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Ian M. Stewart, President  and Manager |
|   |                                   |
|   |                                   |
|   | JALOU OF JEFFERSON, LLC                |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Ian M. Stewart |   |
|   | Ian M. Stewart, President  and Manager |
|        |                                        |  |  |  |

 

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