JACOBS ENTERTAINMENT, INC

EXHIBIT 4.45

 

▇▇▇▇▇▇ ENTERTAINMENT, INC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

March 2, 2005

 

▇▇▇▇▇ Fargo Bank, National Association

Corporate Trust Services

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

 

Ladies and Gentlemen:

 

Reference is made to that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of February 8, 2002, among Gameco, Inc. (renamed ▇▇▇▇▇▇ Entertainment, Inc., the “Issuer”), each of the Guarantors listed on the signature pages thereto or from time to time party thereto by execution of a joinder agreement, and ▇▇▇▇▇ 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 is delivered by the undersigned, JALOU ▇▇▇▇▇▇ BRIDGE, LLC, JALOU ▇▇▇▇▇▇, LLC and JALOU OF JEFFERSON, LLC, each a Louisiana limited liability company (collectively, the “New Pledgors” and each individually is a “New Pledgor”), 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 extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement and without limiting the generality of the foregoing, hereby grants and pledges to the Trustee, for its benefit and for the benefit of the Secured Parties, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder.  Each New Pledgor, individually, hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement.

 

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

 

 

Attached hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgors.  Such supplements shall be deemed to be part of the Security Agreement.

 

This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

 

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

 

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

 

			JALOU ▇▇▇▇▇▇ BRIDGE, LLC
			By:	/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
			Name:		▇▇▇ ▇. ▇▇▇▇▇▇▇
			Title:		President and Manager
			JALOU ▇▇▇▇▇▇, LLC
			By:	/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
			Name:		▇▇▇ ▇. ▇▇▇▇▇▇▇
			Title:		President and Manager
			JALOU OF JEFFERSON, LLC
			By:	/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
			Name:		▇▇▇ ▇. ▇▇▇▇▇▇▇
			Title:		President and Manager
AGREED TO AND ACCEPTED:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:	/s/ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇
	Title: Assistant Vice President

 

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