**EXHIBIT 4.34(d)**

 

JACOBS ENTERTAINMENT, INC

240 Main Street Black Hawk, Colorado 80422

 

December 21, 2005

 

Wells Fargo Bank, National Association

Corporate Trust Services

213 Court Street - Suite 703

Middletown, CT 06457

 

 

Ladies and Gentlemen:

 

Reference is made to that certain security agreement(as amended, amended and restated, supplemented or otherwise modified from timeto time, the “Security Agreement”; capitalized terms used and nototherwise defined herein shall have the meanings assigned to such terms in theSecurity Agreement), dated as of February 8, 2002, among Gameco, Inc. (renamedJacobs Entertainment, Inc., the “Issuer”), each of the Guarantors listedon the signature pages thereto or from time to time party thereto by executionof a joinder agreement, and Wells Fargo Bank, National Association, as Trustee(in such capacity and together with any successors in such capacity, the “Trustee”).

 

This letter supplements the Security Agreement and isdelivered by the undersigned, **JACOBS PIÑONPLAZA ENTERTAINMENT, INC.**, a Nevada corporation (the “New Pledgor”),pursuant to Section 3.5 of the Security Agreement. The New Pledgorhereby 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 Security Agreementon the execution date of the Security Agreement and without limiting thegenerality of the foregoing, hereby grants and pledges to the Trustee, for itsbenefit and for the benefit of the Secured Parties, as collateral security forthe 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. The New Pledgor hereby makeseach of the representations and warranties and agrees to each of the covenantsapplicable to the Pledgors contained in the Security Agreement.

 

The New Pledgor represents, warrants and agrees thatin connection with its obligations under Section 3.4(b) of the SecurityAgreement, with respect to each Deposit Account described on Schedule 3.4(b)annexed hereto, the New Pledgor shall, within thirty (30) days after the datehereof, either (1) enter into a control agreement with the applicabledepositary which form shall be in form and substance reasonably acceptable tothe Trustee and shall perfect the Trustee’s security interest in such Deposit Accountby control or (2) close such Deposit Account.

 

Attached hereto are supplements to each of theschedules to the Security Agreement with respect to the New Pledgor. Suchsupplements shall be deemed to be part of the Security Agreement.

 

This agreement and any amendments, waivers, consentsor supplements hereto may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original, but all suchcounterparts together shall constitute one and the same agreement.

 

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THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BECONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

IN WITNESS WHEREOF, the New Pledgor has caused thisletter agreement to be executed and delivered by its duly authorized officer asof the date first above written.

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

 

 
| AGREED TO AND ACCEPTED:                 |                         |
|-----------------------------------------|------------------------------|
|                                    |                         |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, |                         |
| as Trustee                              |                         |
|                                    |
|                                    |
| By:                                     | /s/ Joseph P. O’Donnell |   |
| Name:                                   | Joseph P. O’Donnell     |   |
| Title:                                  | Vice President               |   |
|                                         |                              |  |  |

 

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