**EXHIBIT 4.45**

 

JACOBS ENTERTAINMENT, INC

240 Main Street Black Hawk, Colorado 80422

March2, 2005

 

WellsFargo Bank, National Association

CorporateTrust Services

213Court Street - Suite 703

Middletown,CT 06457

 

Ladiesand Gentlemen:

 

Reference is made to thatcertain security agreement (as amended, amended and restated, supplemented orotherwise modified from time to time, the “Security Agreement”;capitalized terms used but not otherwise defined herein shall have the meaningsassigned to such terms in the Security Agreement), dated as of February 8,2002, among Gameco, Inc. (renamed Jacobs Entertainment, Inc., the “Issuer”),each of the Guarantors listed on the signature pages thereto or from time totime party thereto by execution of a joinder agreement, and Wells Fargo Bank,National Association, as Trustee (in such capacity and together with any successorsin such capacity, the “Trustee”).

 

This letter supplementsthe Security Agreement and is delivered by the undersigned, **JALOU BREAUX BRIDGE, LLC, JALOU EUNICE, LLC and JALOUOF JEFFERSON, LLC**, each a Louisiana limited liability company(collectively, the “New Pledgors” and each individually is a “NewPledgor”), pursuant to Section 3.5 of the Security Agreement.  Each of the New Pledgors, jointly and severally,hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms,covenants and conditions set forth in the Security Agreement to the same extentthat it would have been bound if it had been a signatory to the SecurityAgreement on the execution date of the Security Agreement and without limitingthe generality of the foregoing, hereby grants and pledges to the Trustee, forits benefit and for the benefit of the Secured Parties, as collateral securityfor the full, prompt and complete payment and performance when due (whether atstated maturity, by acceleration or otherwise) of the Secured Obligations, aLien on and security interest in, all of its right, title and interest in, toand under the Pledged Collateral and expressly assumes all obligations andliabilities of a Guarantor and Pledgor thereunder.  Each New Pledgor, individually, hereby makeseach of the representations and warranties and agrees to each of the covenantsapplicable to the Pledgors contained in the Security Agreement.

 

Each New Pledgor,individually, represents, warrants and agrees that in connection with itsobligations under Section 3.4(b) of the Security Agreement, with respect toeach Deposit Account described on Schedule 3.4(b) annexed hereto, each NewPledgor shall, within thirty (30) days after the date hereof, either (1) enterinto a control agreement with the applicable depositary which form shall be inform and substance reasonably acceptable to the Trustee and shall perfect theTrustee’s security interest in such Deposit Account by control or (2) closesuch Deposit Account.

 

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Attached hereto aresupplements to each of the schedules to the Security Agreement with respect tothe New Pledgors.  Such supplements shallbe deemed to be part of the Security Agreement.

 

This agreement and anyamendments, waivers, consents or supplements hereto may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed tobe an original, but all such counterparts together shall constitute one and thesame agreement.

 

THIS AGREEMENT SHALL BEGOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK.

 

IN WITNESS WHEREOF, eachNew Pledgor has caused this letter agreement to be executed and delivered byits duly authorized officer as of the date first above written.

 
|                                     | JALOU BREAUX BRIDGE, LLC         |
|------------------------------------------|----------------------------------|
|                                     |                             |   |
|                                     | By:                              | /s/ Ian M. Stewart |   |
|                                     |   Name:                | Ian M. Stewart |
|                                     |   Title:               | President and Manager |
|                                     |                             |   |
|                                     |                             |   |
|                                     | JALOU EUNICE, LLC                |
|                                     |                             |
|                                     |                             |
|                                     | By:                              | /s/ Ian M. Stewart |   |
|                                     |   Name:                | Ian M. Stewart |
|                                     |   Title:               | President and Manager |
|                                     |                             |   |
|                                     |                             |   |
|                                     | JALOU OF JEFFERSON, LLC          |
|                                     |                             |   |
|                                     |                             |   |
|                                     | By:                              | /s/ Ian M. Stewart |   |
|                                     |   Name:                | Ian M. Stewart |
|                                     |   Title:               | President and Manager |
|                                     |                             |   |
| AGREED  TO AND ACCEPTED:                 |                             |   |
|                                     |                             |   |
| WELLS  FARGO BANK, NATIONAL ASSOCIATION, |                             |   |
| as  Trustee                              |                             |   |
|                                     |                             |   |
|                                     |                             |   |
| By:                                      | /s/  Joseph P. O’Donnell    |   |   |   |
|                                     | Name:  Joseph P. O’Donnell  |   |   |
|                                     | Title:  Assistant Vice President |   |   |
|                                          |                                  |  |  |  |  |  |

 

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