**EXHIBIT4.49(a)**

 

**SUBSIDIARY GUARANTEE**

 

The undersigned entity(hereinafter referred to as the “Subsidiary Guarantor,” which term includes anysuccessors or assigns of the same), does herewith irrevocably andunconditionally guarantee the Guarantee Obligations, which include that: (a)the principal of, and premium and interest and Additional Interest, if any, onthe 11 7/8% Senior Secured Notes due 2009 (the “Notes”) of Gameco, Inc.(renamed Jacobs Entertainment, Inc., the “Company”), shall be duly and punctuallypaid in full when due, whether at maturity, by acceleration or otherwise, andinterest on overdue principal, and premium, if any, and (to the extentpermitted by law) interest on any interest, if any, on the Notes and all otherObligations of the Company to the Holders or the Trustee hereunder or under theNotes or under the Collateral Documents (including fees, expenses or other)shall be promptly paid in full or performed, all in accordance with the termshereof and thereof; and (b) in case of any extension of time of payment orrenewal of any Notes or any of such other Obligations, the same shall bepromptly paid in full when due or performed in accordance with the terms of theextension or renewal, whether at stated maturity, by acceleration or otherwise.

 

The Obligations of theSubsidiary Guarantor to the Holders and to the Trustee pursuant to thisSubsidiary Guarantee and the Indenture are expressly set forth in Article 12 ofthe Indenture and reference is hereby made to such Indenture, as amended,amended and restated, supplemented or otherwise modified from time to time, for the precise terms of this SubsidiaryGuarantee.  The Obligations are securedby a pledge of the Collateral pursuant to Articles 10 and 11 of the Indentureand the Collateral Documents.

 

No stockholder, officer,director or incorporator, as such, past, present or future of the SubsidiaryGuarantor shall have any liability under this Subsidiary Guarantee by reason ofhis or its status as such stockholder, officer, director or incorporator.

 

Except as set forth in theIndenture, this is a continuing Guarantee and shall remain in full force andeffect and shall be binding upon the Subsidiary Guarantor and its successorsand assigns until full and final payment of all of the Company’s Obligationsunder the Notes and the Indenture and shall inure to the benefit of thesuccessors and assigns of the Trustee and the Holders, and, in the event of anytransfer or assignment of rights by any Holder or the Trustee, the rights andprivileges herein conferred upon that party shall automatically extend to andbe vested in such transferee or assignee, all subject to the terms andconditions hereof. This is a Guarantee of payment and not of collectibility.

 

The Obligations of theSubsidiary Guarantor under this Subsidiary Guarantee shall be limited to theextent necessary to insure that it does not constitute a fraudulent conveyanceunder applicable law.

 

THE TERMS OF ARTICLE 12 OFTHE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.  Capitalized terms used herein have the samemeanings given in the Indenture unless otherwise indicated.

 
| Dated as of March 2, 2005. |                         |
|----------------------------|------------------------------|
|                       |                         |
|                       | JALOU OF JEFFERSON, LLC      |
|                       |                         |
|                       | By:                          | /s/ Ian M. Stewart |   |
|                       | Name: Ian M. Stewart         |
|                       | Title: President and Manager |

 

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