EXHIBIT 10.20


 


STATE OF LOUISIANA


 


PARISH OF CALCASIEU


 


LEASE AND OPTION TO PURCHASE AGREEMENT


 


BE IT KNOWN, that before the undersigned Notaries
Public in the State of Louisiana and in the presence of the undersigned
competent witnesses, personally came and appeared:


 


CURRAY CORPORATION, a Louisiana
corporation (“Curray”), domiciled and having its principal place of business in
the Parish of Calcasieu and whose mailing address is declared to be 1125
Enterprise Blvd., Lake Charles, Louisiana 70601, herein represented by its duly
authorized officer Scotty G. Rozas;


 


TEXAS PELICAN, LLC, a Louisiana
limited liability company (“Texas”), domiciled and having its principal place
of business in the Parish of Calcasieu and whose mailing address is declared to
be 1125 Enterprise Blvd., Lake Charles, Louisiana 70601, herein represented by
its duly authorized officer Scotty G. Rozas, (Curray and Texas are collectively
and jointly and severally, hereinafter the “Landlord”);


 


and


 


JALOU OF VINTON, LLC, a
Louisiana limited liability company (“Tenant”), domiciled and having its
principal place of business in the Parish of St. Martin and whose mailing
address is declared to be 718 S. Buchanan, Suite C, Lafayette, Louisiana 70501,
herein represented by its duly authorized officer, Stan W. Guidroz,


 


each of whom did execute this LEASE AND OPTION TO
PURCHASE AGREEMENT (“Lease”), as of the 21st day of June, 2006 (the “Agreement
Date”).


 


INTRODUCTION


 


A.            Landlord is the owner of
the land described in Exhibit A hereto and any improvements thereon. Landlord
is further the owner of the personal property and other items set forth on Exhibit
B. Such land and improvements together with all rights, interests and
privileges, assets, subleases and personal property, both as listed on Exhibit
B and otherwise held by the Landlord arising from or relating to the
foregoing and to the operations thereon of: (i) a truck stop containing video
draw poker devices, a convenience store and restaurant, a fuel dispensing
facility; (ii) a recreational vehicle park; and (iii) a bingo parlor, are all
hereinafter collectively referred to as the “Premises”;


 


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B.            Tenant wishes to lease the Premises from Landlord
pursuant to the provisions stated in this Lease; and


 


C.            Landlord also wishes to grant to Tenant an option
to purchase the Premises.


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable, consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:


 


1.             Description.
Landlord hereby leases to Tenant and Tenant leases from Landlord the Premises,
as defined above and located at 2211, 2213 and 2217 Old Highway 90, Vinton,
Calcasieu Parish, Louisiana as more fully described in Exhibits A and B,
attached hereto together with all rights, interests and privileges of Landlord under
or in connection with the foregoing. Landlord represents and warrants to Tenant
that the Premises are free of any mortgage or other lien, charge or encumbrance
other than the lien of non-delinquent real estate taxes.


 


2.             Initial
Term. The initial term (hereinafter referred to as the “Initial Term”)
shall commence on the Agreement Date and shall expire on the last day of the sixtieth
(60th) full calendar month thereafter.


 


3.             Options
To Extend Term. Tenant is herewith given the option to extend the term on
all of the terms and subject to all of the conditions contained in this Lease,
except the provisions relating to the amount of rent, for two (2) consecutive
periods of five (5) years duration each (collectively, the “Renewal Terms” and
each, a “Renewal Term”) following expiration of the Initial Term, by giving written
notice of the exercise of the foregoing renewal option to Landlord at least six
(6) months before the expiration of the than current term (the Initial Term and
each Renewal Term are collectively referred to hereinafter as the “Term”).


 


4.             Acceptance
of Premises. Tenant’s taking possession of the Premises at the commencement
of the Initial Term shall constitute Tenant’s acknowledgment that the Premises
are in good and satisfactory condition.


 


5.             Monthly
Rent. During the Initial Term, Tenant shall pay to Landlord, jointly, as
rent, the combined sum of Forty Thousand and no/100 Dollars ($40,000.00) per full
calendar month. Rent shall be payable in advance on the first day of each
month, commencing on the date the Initial Term commences, and continuing on the
first day of each month during the Initial Term. If the Agreement Date is other
than the first of any calendar month, Rent for that partial month shall be
prorated and the Initial Term shall commence with the first full calendar month
thereafter. All rent shall be paid to Landlord at the address to which notices
to Landlord are to be given.


 


6.             Rent
Increases. The monthly rent amounts provided in Paragraph 5 above shall be
increased at the commencement of the first Renewal Term to Forty-Five Thousand
and no/100 Dollars ($45,000.00) per calendar month and for the second Renewal
Term to Fifty Thousand and no/100 Dollars ($50,000.00) per calendar month.


 


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7.             Property
Taxes. Tenant shall pay before delinquency all property taxes and
assessments, real and personal (“Taxes”) that are levied and assessed against
the Premises to the extent such Taxes are (i) allocable to and payable during
the Term; and (ii) levied and assessed against the land and any improvements or
alterations to the Premises by Tenant. On demand by Landlord, Tenant shall
furnish Landlord with satisfactory evidence of such payments. Without implying
any obligation to do so, if Landlord pays any such Taxes, Tenant shall
reimburse Landlord for the same promptly upon demand. Tenant shall have the
right to contest the amount or imposition of any Taxes provided such contest
shall not result in the placing of a Lien upon the Premises unless reasonably
adequate security for the same is posted by the Tenant.


 


8.             No
Maintenance by Landlord. Landlord shall not have any responsibility to
maintain, repair or restore the Premises, except for acts or omissions of the
Landlord or its Representatives.


 


9.             Alterations
by Tenant. Any alterations made to the Premises shall remain on and be
surrendered with the Premises on expiration or termination of this Lease.


 


(a)           In
making any alterations to the Premises, Tenant shall comply with the following:


 


(i)            The
alterations shall be approved by all appropriate government agencies to the
extent required, and all applicable permits and authorizations shall be
obtained before commencement of the alterations.


 


(ii)           If
the estimated cost of the alterations exceeds $25,000, work shall not be
commenced until five (5) days after Landlord has received notice from Tenant
stating the date work is to commence so that Landlord may post and record an
appropriate notice of nonresponsibility.


 


(iii)          Tenant
shall have the right to make alterations to the Premises in such manner and
form as shall be acceptable to the Tenant, including, but not limited to,
modifying, removing or changing the location of any fuel dispensing facility
and its lines and tanks, removing, relocating or modifying any buildings,
sheds, water treatment facilities or any other improvements on the Premises,
making any alterations or modifications as may be required by the Louisiana
Gaming Control Board or the laws, rules or regulations promulgated by the same or
any other governmental authority or related to the presence on the Premises of
video draw poker devices; provided, however,
the fair market value of the Premises when such alterations or improvements are
completed shall be not less than the fair market value of the Premises prior to
the making of such alterations or improvements.


 


(b)           Tenant
may display in, on, or above the Premises any sign or decoration, the nature of
which is permitted by applicable law. At the termination of this Lease, Tenant
shall remove any signs it has placed on the Premises during the Term, repairing
any damage caused thereby.


 


(c)           Trade
fixtures, equipment, furniture and other personal property installed or placed
in the Premises at the cost of Tenant shall be the property of Tenant and
Tenant shall remove the same prior to the expiration or sooner termination of
this Lease. Tenant shall, at its 


 


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own cost and expense, completely repair any
and all damage to the Premises resulting from or caused by such removal.


 


10.          Mechanics’
Liens. Tenant shall pay all costs for construction done by it or caused to
be done by it on the Premises. Tenant shall keep the Premises free and clear of
all mechanics’ liens resulting from construction done by or for Tenant. Tenant
shall have the right to contest the correctness or the validity of any such
lien if, immediately on demand by Landlord, Tenant procures and records a lien
release bond issued by a corporation authorized to issue bonds in Louisiana in
an amount equal to the claim of lien.


 


11.          Utilities
and Services. Tenant shall arrange and pay for all gas, water, electricity
and other utilities and services required for Tenant’s use of the Premises.
Landlord shall not be liable for failure to furnish utilities or services to
the Premises or the interruption of the same, unless such interruption shall be
the result of the acts or omissions of the Landlord or its Representatives.


 


12.          Release.
Landlord and Tenant hereby release each other from any and all liability or
responsibility to the other (or to any insurance company insuring the other or
anyone claiming by, through or under any of them by way of subrogation or
otherwise) for any destruction of or damage to property caused by fire at or
other casualty to the Premises or any portion thereof or any improvements,
equipment or other property located thereon, even if such fire or other
casualty shall be caused by the negligence of such other party hereto, or any
of its Representatives or anyone for whom such other party hereto may be
responsible; provided, however, that such
release shall be applicable and in force and effect only so long as such
liability or responsibility is covered by such insurance required herein and
that such release does not invalidate any policy or policies of insurance
maintained by the other party hereto, whether presently or hereafter issued, it
being agreed by the parties hereto that such releases shall not apply in any
case in which the application thereof would result in the invalidation, in
whole or in part, of any such policy or policies of insurance.


 


13.          Public
Liability and Property Damage Insurance. Tenant at its cost shall maintain
public liability and property damage insurance with a single combined liability
limit of at least $1,000,000, and property damage limits of not less than
$500,000, insuring against liability of Tenant and its representatives, agents,
employees, customers and other invitees arising out of Tenant’s use or
occupancy of the Premises. Landlord shall be named as an additional named
insured.


 


14.          Tenant’s
Fire Insurance. Tenant, at its cost, shall maintain on all buildings and
other property, Tenant’s improvements, and Tenant’s alterations, in, on, or
about the Premises, a policy of standard fire and extended coverage insurance,
with vandalism and malicious mischief endorsements, to the extent of at least
80% of their full replacement value. The proceeds from any such policy shall be
used by Tenant for the replacement of such property or the restoration of
Tenant’s improvements or alterations. Both Landlord and Tenant shall be named
as insureds. The “full replacement value” of the property to be insured under
this Paragraph shall be determined by the company issuing the insurance policy
at the time the policy is initially obtained. Not more frequently than once
every two (2) years, Landlord or Tenant shall have the right to notify the
other party that it elects to have the replacement value determined by


 


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 the insurance company. The re-determination
shall be made promptly and in accordance with the rules and practices of the
Board of Fire Underwriters, or a like board recognized and generally accepted
by the insurance company, and each party shall be promptly notified of the
results. The insurance policy shall be adjusted according to the
re-determination. Landlord shall, upon the request of Tenant, execute and
deliver to the insurance company and Tenant all authorizations and assignments
required to permit insurance proceeds to be paid to Tenant for use for
restoration or replacement. Tenant shall have no obligation to incur any costs
to restore the Premises beyond the amount of insurance proceeds actually
received.


 


15.          Definitions
relating to Condemnation.


 


(a)           “Condemnation”
means (a) the exercise of any governmental power, whether by legal proceedings
or otherwise, by a condemnor and (b) a voluntary sale or transfer by Landlord
to any condemnor, either under threat of condemnation or while legal
proceedings for condemnation are pending.


 


(b)           “Date
of Taking” means the date the condemnor has the right to possession of the
property being condemned.


 


(c)           “Award”
means all compensation, sums, or anything of value awarded, paid, or received for
a total or partial condemnation.


 


(d)           “Condemnor”
mans any public or quasi-public authority, or private corporation or
individual, having the power of condemnation.


 


16.          Total
Taking. If the Premises are totally taken by condemnation, this Lease shall
terminate on the Date of Taking.


 


17.          Partial
Taking. If any portion of the Premises is taken by condemnation, this Lease
shall remain in effect, except that Tenant may elect to terminate this Lease if
the condemnation makes the Premises unsuitable, in Tenant’s sole judgment, for
operation of the business conducted on the Premises prior to the condemnation.
If Tenant elects to terminate this Lease, Tenant must exercise its right to
terminate pursuant to this Paragraph by giving notice to Landlord within ninety
(90) days after the nature and the extent of the taking have been finally
determined. If Tenant elects to terminate this Lease as provided in this
Paragraph, Tenant also shall notify Landlord of the date of such termination,
which date shall not be earlier than thirty (30) days nor later than one
hundred eighty (180) days after Tenant has notified Landlord of its election to
terminate; except that this Lease shall terminate on the Date of Taking if the Date
of Taking falls on a date before the date of termination as designated by
Tenant. If Tenant does not terminate this Lease within the 90-day period, this
Lease shall continue in full force and effect, except that rent shall be
reduced pursuant to Paragraph 18 below.


 


18.          Effect
on Rent. If any portion of the Premises is taken by condemnation and this
Lease remains in full force and effect, on the Date of Taking the rent shall be
reduced by an amount that is in the same ratio to the then applicable rent as
the value of the portion of the Premises taken bears to the total value of the
Premises immediately before the Date of Taking. 


 


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Each party waives the
provisions of any law allowing either party to petition a court to terminate
this Lease in the event of a partial taking of the Premises.


 


19.          Distribution
of Condemnation Award. The condemnation award shall belong to and be paid
solely to Landlord to the extent the award is allocated to the taking of land.
The condemnation award shall belong to and be paid solely to Tenant to the
extent the award is allocated to the taking of buildings or other improvements
or portions thereof or the loss of business, use or personal property. Tenant
shall be entitled to receive any portion of the award paid by the condemnor
which is designated as compensation to Tenant for moving costs or any other
costs, fees or expenses incurred or to be incurred by Tenant.


 


20.          Temporary
Taking. The taking of the Premises or any part of the Premises by military
or other public authority shall constitute a taking of the Premises by
condemnation only when the use and occupancy by the taking authority has
continued for longer than 30 consecutive days. During the 30 day period, all
the provisions of this Lease shall remain in full force and effect, except that
rent shall be abated or reduced during such period of taking based on the
extent to which the taking interferes with Tenant’s use of the Premises.


 


21.          Tenant’s
Default. The occurrence of any of the following shall constitute a default
by Tenant:


 


(a)           Failure
to pay rent when due, if the failure continues for fifteen (15) days after written
notice has been received by Tenant.


 


(b)           Failure
to perform any other provision of this Lease if the failure to perform is not
cured within thirty (30) days after notice has been received by Tenant. If the
default cannot reasonably be cured within 30 days, Tenant shall not be in
default of this Lease if Tenant commences to cure the default within the 30 day
period and thereafter diligently and in good faith continues to effect such cure.


 


(c)           Notices
given under this Paragraph shall specify the alleged default and the applicable
Lease provision, and shall demand that Tenant perform the provisions of this
Lease or pay the rent that is in arrears, as the case may be, within the
applicable period of time, or quit the Premises. No such notice shall be deemed
a forfeiture or a termination of this Lease.


 


22.          Landlord’s
Remedies. Landlord shall have the following remedies if Tenant commits and
continues a default.


 


(a)           Tenant’s
Right to Possession Not Terminated. Landlord can continue this Lease in
full force and effect, and the Lease will continue in effect as long as
Landlord does not terminate Tenant’s right to possession, and Landlord shall
have the right to collect rent when due. During the period Tenant is in
default, Landlord can enter the Premises and relet them, or any part of them,
to third parties for Tenant’s account. Tenant shall pay to Landlord the rent
due under this Lease on the dates the rent is due, less the rent Landlord
receives from any reletting. No act by Landlord allowed by this Paragraph shall
terminate this Lease unless Landlord notifies Tenant that Landlord elects to
terminate this Lease. If Landlord relets the Premises as provided in this
Paragraph, rent that Landlord receives from reletting shall be applied to the
payment of: First, any indebtedness from Tenant to Landlord other than rent 


 


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due from Tenant; Second, all costs, including
for repairs or maintenance, incurred by Landlord in reletting; Third, rent due
and unpaid under this Lease. After deducting the payments referred to in this
Paragraph, any sum remaining from the rent Landlord receives from reletting
shall be held by Landlord and applied in payment of future rent as rent becomes
due under this Lease. Unless Landlord shall elect to terminate this Lease upon
an event of default, Landlord shall have an obligation to make a good faith
attempt to relet the Premises for the highest rent reasonably available.


 


(b)           Termination
of Tenant’s Right to Possession. Landlord can terminate Tenant’s right to
possession of the Premises after default by Tenant and the expiration of all
applicable cure periods. No act by Landlord other than giving notice to Tenant
shall terminate this Lease. Acts of maintenance, reletting the Premises, or the
appointment of a receiver on Landlord’s initiative to protect Landlord’s
interest under this Lease shall not constitute a termination of Tenant’s right
to Possession. On termination of Tenant’s right of possession, Landlord has the
right to recover from Tenant the unpaid rent that has accrued to the time of
termination of this Lease


 


(c)           Landlord’s
Right To Cure Tenant’s Default. Landlord, at any time after Tenant commits
a default, may cure the default at Tenant’s cost. If Landlord at any time, by
reason of Tenant’s default, pays any sum or does any act that requires the payment
of any sum, the sum paid by Landlord shall be due immediately from Tenant to
Landlord at the time the sum is paid, and if paid at a later date shall bear
interest at the rate of 8% per annum from the date the sum is paid by Landlord
until Landlord is reimbursed by Tenant. The sum, together with interest on it,
shall be additional rent.


 


23.          Interest
on Unpaid Rent. Rent not paid when due shall bear interest from the date
due until paid at the rate of 8% per annum.


 


24.          Tenant’s
Right To Cure Landlord’s Default. Landlord shall be in default of this
Lease if it fails or refuses to perform any provision of this Lease that it is
obligated to perform if the failure to perform is not cured within 15 days
after notice of the default has been given by Tenant to Landlord. If the
default cannot reasonably be cured within 15 days, Landlord shall not be in
default of this Lease if Landlord commences to cure the default within the 15
day period and diligently and in good faith continues to cure the default.
Tenant, at any time after Landlord commits a default, may cure the default at
Landlord’s cost. If Tenant at any time, by reason of Landlord’s default, pays
any sum or does any act that requires the payment of any sum, the sum paid by
Tenant shall be due immediately from Landlord to Tenant at the time the sum is
paid, and if paid at a later date shall bear interest at the rate of 8% per
annum from the date the sum is paid by Tenant until Tenant is reimbursed by
Landlord.


 


25.          Estoppel
Certificates. Each of the parties, within 10 days after notice from the
other, shall execute and deliver to the requesting party, in recordable form, a
certificate stating that this Lease is unmodified and in full force and effect,
or in full force and effect as modified, and stating the modifications. The
certificate also shall state the amount of rent, the dates to which the rent
has been paid in advance, the existence or non-existence of any defaults, and
any other matters related to the Premises or this Lease.


 


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26.          Assignment,
Subletting and Leasehold Mortgages.


 


(a)           This
Lease and the leasehold estate hereby created may be assigned or sublet by
Tenant from time to time without the consent of Landlord. In the case of an
assignment, however, the assignee
or transferee shall, in the instrument of assignment or transfer or in a duly
executed and acknowledged collateral instrument, assume the performance of all
of the terms, covenants and conditions on the part of the Tenant to be
performed hereunder from and after the date of such assignment. Tenant agrees
to deliver to Landlord promptly following any assignment of this Lease a
duplicate original counterpart of the instrument of assignment or transfer, in
recordable form, and of any collateral instrument of the character described
above. No assignment or subletting shall release Tenant from the performance of
any of the terms, covenants and conditions required to be performed by Tenant
prior or subsequent to such assignment or subletting.


 


(b)           The
making of a Leasehold Mortgage shall not be deemed to constitute an assignment
or transfer of this Lease or of the leasehold estate hereby created, nor shall
any Leasehold Mortgagee, as such, be deemed an assignee or transferee of this
Lease or of the leasehold estate hereby created so as to require such Leasehold
Mortgagee, as such, to assume the performance of any of the terms, covenants or
conditions on the part of the Tenant to be performed hereunder but.
the purchase at any sale of this Lease and of the leasehold estate hereby
created in any proceedings for the foreclosure of any Leasehold Mortgage, or
the assignee or transferee of this Lease and of the leasehold estate hereby
created under any instrument of assignment or transfer in lieu of the foreclosure
of any Leasehold Mortgage, shall be deemed to be an assignee or transferee
within the meaning of this Lease and shall be deemed to have assumed the
performance of all of the terms, covenants and conditions on the part of the
Tenant to be performed hereunder from and after the date of such purchase and
assignment. If the Leasehold Mortgagee or its nominee shall become holder of
the leasehold estate and if the Premises shall have been or become materially
damaged on, before or after the date of such purchase and assignment, the
Leasehold Mortgagee or its nominee hall not be obliged to repair, replace or
reconstruct the Premises except to the extent of the net insurance proceeds
received by it by reason of such damage.


 


(c)           Landlord
agrees that Tenant shall have the right at any time and from time to time
during the term of this Lease to make a Leasehold Mortgage, provided that at no
time are there more than three (3) separate mortgage liens on Tenant’s estate
hereunder, two or more consolidated mortgages to be considered as one mortgage.
The Leasehold Mortgagee shall notify Landlord of the address of the Leasehold
Mortgagee to which notices under this Lease shall be sent. In the event of any
assignment of any Leasehold Mortgage, the assignee thereof shall notify
Landlord of the address of the assignee to which notices under this Lease shall
be sent.


 


(d)           So long as any Leasehold Mortgage shall
remain a lien on Tenant’s leasehold estate hereunder, Landlord agrees,
simultaneously with the giving of any notice to Tenant (i) of default, or (ii)
of a matter on which a default may be predicated or claimed, or (iii) of a
termination hereof, or (iv) of a condition which if continued may lead to a
termination hereof, to give duplicate copies thereof or of any process in any
action or proceeding brought to terminate or otherwise in any way affect this
Lease, to each Leasehold Mortgagee, provided the 


 


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provisions of this paragraph shall be complied with (and if compliance
therewith be subsequent to Landlord’s notice to Tenant, Landlord shall,
promptly after receipt of Leasehold Mortgagee’s or assignee’s notice, give such
duplicate copies as hereinabove provided), and no such notice to Tenant or
process shall be effective unless a copy of such notice is given each Leasehold
Mortgagee in the manner herein provided. Each Leasehold Mortgagee will have the
same period after receipt of the notice aforesaid to it for remedying the
default or causing the same to be remedied as is given Tenant after notice to
it plus 30 days thereafter and Landlord agrees to accept such performance on
the part of a Leasehold Mortgagee as though the sane had been done or performed
by Tenant.


 


(e)           Landlord
agrees that it will take no action to effect a termination of the Term of this
Lease by reason of any default without first giving to each Leasehold
Mortgagee, reasonable time within which either (i) to obtain possession of the
Premises (including possession by a receiver) and thereafter to cure such
default if the default be one which can be cured with the exercise of
reasonable diligence by the Leasehold Mortgagee, or (ii) to institute
foreclosure proceedings and to complete such foreclosure, or otherwise to
acquire Tenant’s interest under this Lease with diligence and without
unreasonable delay in the case of a default which cannot be cured with the
exercise of reasonable diligence by the Leasehold Mortgagee. In either such
case, the default of which notice shall have been given shall be deemed cured.
The Leasehold Mortgagee shall not be required to continue such foreclosure
proceedings if the default shall be cured by Tenant and provided, further, that nothing herein
shall preclude Landlord from exercising any rights or remedies under this Lease
with respect to any other default by Tenant during any period of such
forbearance.


 


(f)            In
the event of the termination of this Lease prior to its stated expiration date,
Landlord agrees that it will give all Leasehold Mortgagees notice of ouch
termination and will enter into a new lease of the Premises with a Leasehold
Mortgagee or at the request of such Leasehold Mortgagee with an assignee,
designee or nominee of such Leasehold Mortgagee for the remainder of the term
effective as of the date of such termination, upon the same covenants,
agreements, terms, provisions, limitations and rights of renewal herein
contained except for requirements which are no longer applicable or have
already been performed, provided (i) such Leasehold Mortgagee makes written
request upon Landlord for such new lease within thirty (30) days after the
giving of such notice of termination and such written request is accompanied by
payment to Landlord of all amounts then due to Landlord of which Landlord shall
have given the Leasehold Mortgagee notice, (ii) such Leasehold Mortgagee pays
or causes to be paid to Landlord at the time of the execution and delivery of
such new lease any and all additional sums which would at the time of the
execution and delivery thereof be due under this Lease but for such termination
and pays or causes to be paid any and all expenses including reasonable counsel
fees, court costs and costs and disbursements incurred by Landlord in
connection with any such termination and in connection with the execution and
delivery of such new lease and any conveyance of title to the Premises, less
the net income from the Premises collected by Landlord subsequent to the date
of the termination of this Lease and prior to the execution and delivery of
such new lease. If Landlord receives more than one written request in
accordance with the provisions of this Section, Landlord shall only be required
to deliver the new lease to the Leasehold Mortgagee whose Leasehold Mortgage is
prior in lien to any and all other Leasehold Mortgages whose holders have made
such request, and the written request, and its rights hereunder, of the holder
of any Leasehold Mortgage subordinate in lien to


 


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a Leasehold Mortgage whose holder has made
such request shall be null and void and of no force or effect. The provisions
of this paragraph shall survive the termination of this Lease and shall
continue in full force and effect thereafter to the same extent as if this
Paragraph were a separate and independent contract among Landlord, Tenant and
each Leasehold Mortgagee.


 


(g)           Any
new lease made pursuant to the preceding provisions of this Lease and any
renewal lease entered into with a Leasehold Mortgagee shall be prior to any
mortgage or other lien, charge or encumbrance on the fee of the Premises and
shall be accompanied by a conveyance of leasehold title to the Promises (free
of any mortgage or other lien, charge or encumbrance created or suffered to be
created by Landlord) for a term of years equal to the term of the new lease as
the same may be extended pursuant to the provisions of said now lease.


 


(h)           This
Lease shall not be modified or surrendered to Landlord or cancelled by Tenant,
nor shall Landlord accept a surrender of this Lease without the prior written
consent of all Leasehold Mortgagees nor shall any merger result from the
acquisition by, or devolution upon, any one entity of the fee and leasehold
estates in the Premises.


 


(i)            No
payment made to Landlord by a Leasehold Mortgagee shall constitute agreement
that such payment was, in fact, due under the terms of this Lease; and a
Leasehold Mortgagee having made any payment to Landlord pursuant to Landlord’s
wrongful, improper or mistaken notice or demand shall be entitled to the return
of any such payment or portion thereof provided it shall have made demand
therefor not later than one year after the date of its payment.


 


(j)            Landlord
agrees that if Tenant for any reason shall fail within the time limited in this
Lease, or shall not be entitled, to exercise its right to renew this Lease for
any renewal term as herein provided, Landlord shall notify each Leasehold
Mortgagee that Tenant has failed as aforesaid, or is not entitled, to exercise
its right to renew this Lease, as the case may be, and each Leasehold Mortgagee
shall have the right, for a period of thirty (30) days after the receipt of
such notice to elect that this Lease be renewed for such renewal term upon the
same terms and conditions and with the sane effect as though such right had
been exercised by Tenant as set forth in this Lease. If more than one Leasehold
Mortgagee shall exercise the election provided for in this Section the Landlord
shall only be required to execute the instrument certifying such renewal with
the Leasehold Mortgagee whose Leasehold Mortgage is prior in lien to any and
all other Leasehold Mortgages, and the election, and its rights hereunder, of
any Leasehold Mortgagee whose Leasehold Mortgage is subordinate in lien shall
be null and void and of no force and effect.


 


(k)           Landlord
agrees to enter into any reasonable modifications to the provisions of this
Lease relating to the rights, privileges and immunities of Leasehold Mortgagees
that may be requested from time to time by Leasehold Mortgages so long as: (i) such
modifications relate to notices, curative periods, immunities, assignments,
attornments and other matters relevant to leasehold mortgages, assignments
thereof, foreclosures thereunder and subsequent ownership of the leasehold
estate (as distinguished from modifications that affect Landlord’s entitlement
to the rent provided herein); (ii) Tenant pays reasonable fees of 


 


10

















 


Landlord’s counsel in connection with any
such modification; and (iii) all existing Leasehold Mortgagees have approved
the modification.


 


(l)            Wherever
in this Lease the term “Leasehold Mortgage” is used, it shall mean any mortgage
which at the time in question is a lien on Tenant’s leasehold estate hereby and
upon the interest of Tenant is the Premises and any supplement to,
modification, renewal, consolidation, replacement or extension thereof, but
shall be limited to not more than three (3) liens, in order of priority. The
term “Leasehold Mortgagee” shall mean the holder of such Leasehold Mortgage.


 


(m)          The
provisions of this Lease relating to Leasehold Mortgages and related matters
are for the benefit of Leasehold Mortgagees and shall be enforceable by them.


 


27.          Mortgage
of Fee.


 


(a)           In
addition to Tenant’ a right to encumber its leasehold estate, Landlord shall
have and retain the right to place a first mortgage on the Premises (such
mortgage being called a “Fee Mortgage” and the holder of such Fee Mortgage
being called the “Fee Mortgagee”).


 


(b)           Any
such Fee Mortgage shall provide that notice of any default under the terms
thereof shall be given by the Fee Mortgagee to Tenant and Tenant shall have the
right to (but need not) cure such default, and any sums so expended by Tenant shall
be deemed advances made for the benefit of Landlord, which sums shall bear
interest at the rate of twelve (12) per cent (12%) per annum from the date of
such advances until repaid, and shall be payable by Landlord to Tenant hereunder
ten (10) days after payment by Tenant. Any such Fee Mortgage shall provide that
so long as the Tenant is not in default hereunder subject to any applicable
cure periods (and then only in accord with the language of this Lease), the Fee
Mortgage, the Fee Mortgagee and any successor or assign of the Fee Mortgagee,
including, but not limited to, any successors to the same as a result of a
foreclosure sale of the Fee Mortgagee’s interest in the Premises or a
deed-in-lieu thereof or any other similar successor or assign, shall not
disturb the leasehold possession of the Tenant hereunder.


 


28.          Right
of Refusal in Favor of Tenant.


 


(a)           In
advance of making any sale or transfer of the Premises, or any portion thereof,
Landlord shall give a detailed notice (the “Proposed Sale Notice”) of the
proposed sale to Tenant, which notice shall describe, among other things, the
purchase price, the terms of payment, the identity of the buyer and all other
terms and conditions of the proposed sale. A true and correct copy of the
purchase agreement shall be included with the Proposed Sale Notice. For a
period of fifteen (15) days following the Proposed Sale Notice (hereinafter
referred to as the “Notice Period”), Tenant shall have the right (but not the
obligation) to purchase the Premises (but not less than all of the Premises) on
the same terms as if the Tenant had exercised the Option under Paragraph 44
below. If exercised, the foregoing right of first refusal shall be exercised by
a written notice to Landlord from Tenant at any time within the fifteen (l5)
day Notice Period stating that Tenant has elected to exercise the right of
first refusal (hereinafter referred to as the “Notice of Exercise”). Failure by
Tenant to give a Notice of 


 


11

















 


Exercise within the Notice Period shall be
deemed an election by Tenant not to exercise such right of first refusal.


 


(b)           If
Tenant shall fail to exercise the aforementioned right of first refusal,
Landlord shall be free to effect a sale of the Premises for the purchase price
and upon the terms described in the Proposed Sale Notice to the designated
buyer for a period of six (6) months after the date upon which the Proposed
Sale Notice was given. If the proposed sale is not so made within the time
period, Landlord shall not thereafter sell or transfer the Premises without
compliance with all of the provisions of this Lease in connection with the
proposed sale, including, without limitation, compliance with the notice
provisions and observance of the right of first refusal described above.


 


(c)           Notwithstanding
the foregoing or anything to the contrary contained herein, in the event of any
sale or transfer of any of the Landlord’s interest in the Premises, whether in
compliance with the terms and conditions of this Lease or otherwise, in every
event such successor purchaser shall take the Premises subject to the terms and
conditions of this Lease and the rights of the Tenant hereunder, including, but
not limited to, the Option described in Paragraph 44 below.


 


29.          Notices.
Any notice to a party required or permitted under this Lease shall be given in
writing. The notice shall be deemed to have been given at the following times:
(a) on the date of service if served personally on the party to whom notice is
to be given; (b) on the day of transmission if transmitted by electronic
facsimile with electronic confirmation of receipt; (c) on the first business
day after deposit if deposited with an overnight national express courier service;
or (d) on the fifth day after mailing if mailed by first class mail, postage
prepaid, addressed to the other party as follows:


 


	
  Any
  Landlord:

  	
   

  	
  To:

  

  Curray Corporation

  1125 Enterprise Blvd. 

  Lake Charles, Louisiana 70601

  Attention: Scotty G. Rozas

  

  Fax: (   )

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  Jalou of
  Vinton, LLC 

  718 S. Buchanan, Suite C 

  Lafayette, Louisiana 70501

  Attention: Stan W. Guidroz 

  Fax: (   )

  
	
   

  	
   

  	
   

  
	
  With copy
  to:

  	
   

  	
  Stanley R.
  Gorom III, Esq.

  Hahn Loeser & Parks LLP 

  200 Public Square, Suite 3300 

  Cleveland, Ohio 44114

  Fax: (216) 274-2460

  



 


12

















 


Any party may
change the address of such party or its counsel for purposes of this paragraph
by giving the other party and persons designated above written notice of the
new address in the manner set forth above.


 


30.          Waiver.
No delay or omission in the exercise of any right or remedy of Landlord or
Tenant shall impair such a right or remedy or be construed as a waiver. The
receipt and acceptance by Landlord of delinquent rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular rent payment involved. No act or conduct of Landlord,
including, without limitation, the acceptance of the keys to the Premises,
shall constitute an acceptance of the surrender of the Premises by Tenant
before the expiration of the Term. Only a notice from Landlord to Tenant shall
constitute acceptance of the surrender of the Premises and accomplish a
termination of the Lease. Landlord’s consent to or approval of any act by
Tenant requiring Landlord’s consent or approval shall not be deemed to waive or
render unnecessary Landlord’s consent to or approval of any subsequent act by
Tenant. Any waiver of any defaults shall be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.


 


31.          Attorney’s
Fee. If either party becomes a party to any litigation concerning this
Lease or the Premises by reason of any act or omission of the other party or
its authorized representatives, and not by any act or omission of the party
that becomes a party to that litigation or any act or omission of its
authorized representatives, the party that causes the other party to become
involved in the litigation shall be liable to that party for reasonable
attorneys’ fees and court costs incurred by it in the litigation. If either
party commences an action against the other party arising out of or in
connection with this Lease, the prevailing party shall be entitled to have and
recover from the losing party reasonable attorneys’ fees and costs of suit.


 


32.          Surrender
of Premises. Subject to the provisions of Paragraph 9 of this Lease, on
expiration or termination of the Term, Tenant shall surrender to Landlord the
Premises and all Tenant’s improvements and alterations.


 


33.          Holding
Over. If Tenant, with Landlord’s consent, remains in possession of the Premises
after expiration or termination of the Term, such possession by Tenant shall be
deemed to be a month-to-month tenancy terminable on 30 days’ notice given at
any time by either party. During any such month-to-month tenancy, Tenant shall
pay all rent required by this Lease on or before the first day of each month.


 


34.          Inability
To Use Premises. If applicable statutes or ordinances of any government body
which are adopted or enacted after the date of this Lease prohibit Tenant from
using the Premises as a video draw poker facility containing at least forty
(40) video poker devices, Tenant may elect to terminate this Lease by notice to
Landlord. The effective date of termination shall not be any earlier than the effective
date of the new or amended statute or ordinance.


 


35.          Time
of Essence. Time is of the essence of each provision of this Lease.


 


13

















 


36.          Successors.
This Lease shall be binding on and inure to the benefit of the parties and
their successors and assigns.


 


37.          Rent
Payable in U. S. Money. Rent and all other sums payable under this Lease
must be paid in lawful currency of the United States of America.


 


38.          Real
Estate Brokers; Finders. Each party represents that it has not had dealings
with any real estate broker, finder or other person, with respect to this Lease
in any manner. Each party shall hold harmless the other party from all damages
resulting from any claim that nay be asserted against the other party by any
broker, finder or other person, with whom the other party has or allegedly has
dealt.


 


39.          Quiet
Enjoyment. Landlord covenants and warrants that so long as Tenant keeps and
performs all of its covenants and agreements under this Lease, Tenant shall
have quiet, undisturbed and continued possession of the Premises, free from all
claims against the Landlord and all persons claiming by, through or under the
Landlord. Without limiting the generality of the preceding sentence, Landlord
agrees that Landlord will not conduct or permit oil drilling activity of any
nature on the surface of the Premises during the Term, nor grant any right to
use the surface of the Premises during the Term hereof.


 


40.          Exhibits.
All exhibits referred to herein are attached to this Lease and incorporated by
reference herein.


 


41.          Interpretation
of Lease.


 


(a)           This
Lease shall be construed and interpreted in accordance with the laws of the
State of Louisiana.


 


(b)           This
Lease contains all the agreements of the parties.


 


(c)           The
captions of and headings in this Lease shall have no effect on its
interpretation.


 


(d)           When
required by the context of this Lease, the singular shall include the plural.


 


(e)           “Party”
shall mean Landlord or Tenant.


 


(f)            The
unenforceability, invalidity, or illegality of any provision shall not render
the other provisions unenforceable, invalid, or illegal.


 


42.          Definitions.
As used in this Lease, the following words and phrases shall have the following
meanings, whether or not capitalized:


 


“Alteration” shall mean any addition or
change to, or modification of, the Premises made by Tenant.


 


14

















 


“Damage” shall mean any injury,
deterioration, or loss to a person or property caused by another person’s acts
or omissions. Damage includes death.


 


“Damages” means monetary compensation or
indemnity that can be recovered in the courts by any person who has suffered
damage to his person, property, or rights through another’s act or omission.


 


“Destruction” shall mean any damage, as
defined herein, to or disfigurement of the Premises.


 


“Encumbrance” shall mean any deed of trust,
mortgage, or other written security device or agreement affecting the Premises,
and the note or other obligation secured by it, that constitutes security for
the payment of a debt or performance of an obligation.


 


“Environmental Law(s)” means all federal, state, parish and local
statutes, regulations, rules, ordinances and similar provisions having the
force or effect of law, all licenses, permits, authorizations, approvals,
covenants or criteria having the force or effect of law, all guidelines having
the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law and equitable doctrines
(including, without limitation, injunctive relief and tort doctrines such as
negligence, nuisance, trespass and strict liability), in each case concerning
public health and safety, worker health and safety and pollution or protection
of the environment (including, without limitation, all those relating to the
presence, use, production, generation, handling, transportation, treatment,
storage, disposal, distribution, labeling, testing, processing, discharge,
release, threatened release, control or cleanup of any hazardous or otherwise
regulated materials, substances or wastes, chemical substances or mixtures,
pesticides, pollutants, contaminants, toxic chemicals, petroleum products or
byproducts, asbestos, polychlorinated biphenyls, noise or radiation), each as
amended and as now or hereafter in effect, including, by way of illustration
and not limitation, the Occupational Safety and Health Act of 1970, 29 U.S.C. §
651, et seq., the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. §
7401, et seq., the Solid Waste Disposal Act, 42 U.S.C. § 6901, et seq., the
Clean Water Act, 33 U.S.C. § 1251, et seq., and the Toxic Substances Control
Act, 15 U.S.C. § 2601, et seq., and any similar or corresponding state, local,
municipal and/or parish ordinance, rule, regulation, law or act (or any
successor legislation thereto).


 


“Expiration” shall mean the coming to an end
of the time specified in the Lease as its duration, including any extension of
the Term resulting from the exercise of an option to renew.


 


“Law” shall mean any judicial decision,
statute, constitution, ordinance, resolution, regulation, rule, administrative
order, or other requirement of any municipal, county, parish, state, federal,
or other government agency or authority having jurisdiction over the parties or
the Premises, or both, in effect either at the time of execution of the Lease
or at any time during the Term, including, without limitation, any regulation
or order of a quasi-official entity or body (e.g., board of fire examiners or
public utilities).


 


15

















 


 “Lien”
shall mean a charge upon on the Premises by someone other than Landlord, by
which the Premises are made security for the performance of an act.


 


“Maintenance” shall mean repairs and
necessary replacements.


 


“Person” shall mean one or more human beings,
or legal entities or other artificial persons, including, without limitation,
partnerships, corporations, trusts, estates, associations, and any combination
of human beings and/or legal entitles.


 


“Representative” shall mean any officer,
agent, employee, or independent contractor retained or employed by a party,
acting within authority given him by that party.


 


“Restoration” shall mean the reconstruction,
rebuilding, rehabilitation, and repairs that are necessary to return destroyed
portions of the Premises and other property to substantially the sane physical
condition that they were in immediately prior to the destruction.


 


“Tenant’s Property” shall mean Tenant’s
equipment, furniture, inventory, machinery, merchandise, trade fixtures and
movable property placed in or on the Premises by Tenant.


 


“Termination” shall mean the ending of the
term for any reason before expiration, as defined have.


 


43.          Exclusion
Zone. Landlord, for himself and his Affiliates, and his spouse,  agree during the Term of the Lease, and for
ten (10) years following the exercise of the Option under Paragraph 44 below, not
to own, operate or participate in the ownership, operations or management of
any business or property containing video draw poker devices or a bingo parlor
or hall within a fifteen (15) mile radius around the Premises or any of the
Tenant’s, or its Affiliates, other truck stop locations as listed on Exhibit C.


 


44.          Option
to Purchase. In consideration of the Tenant’s payment of rent and of the
sum of $100,000.00 (“Option Payment”), the receipt and sufficiency of which is
hereby acknowledged by the Landlord, the Landlord hereby grants to the Tenant the
right (the “Option”) to purchase the Premises under the terms and subject to
the conditions hereinafter set forth.


 


(a)           Method
of Exercise of Option. The Option shall be exercisable by notice and
payment to the Landlord in accordance with the procedure prescribed herein. Any
such notice shall:


 


(i)            State
the election to exercise the Option; and


 


(ii)           Be
signed by the person or persons entitled to exercise the Option on behalf of
the Tenant.


 


(iii)          Upon
receipt of such notice, the Tenant shall specify a date and time (such date and
time being hereinafter referred to as the “Closing Date”) for the payment of
the full purchase price for the Premises at such place in the metropolitan area
of Lake Charles, Louisiana as the Tenant shall reasonably specify. The Closing Date
will not be any 


 


16

















 


earlier than ten (10) days nor later than thirty (30) days from the Landlord’s
receipt of the notice of exercise.


 


(iv)          Payment
of the purchase price for the Premises shall be made at the place specified by
the Tenant on or before the Closing Date by such person or persons by delivery
to the Landlord of cash, cashier’s cheek or wire transfer payable to the order
of the Landlord.


 


(b)           Option
Price. The purchase price for the Premises payable after exercise of the Option
shall be a total of Five Million and no/100 Dollars ($5,000,000.00) (“Purchase
Price”).


 


(i)            Should
the Tenant elect to exercise the Option prior to the expiration of the Initial
Term, at the Closing the Tenant shall receive a credit against the Purchase
Price equal to the Option Payment. Should the Tenant fail to exercise the
Option or fail to exercise the Option during the Initial Term, the Tenant shall
forfeit any right to the Option Payment.


 


(ii)           In
addition to the foregoing and not in lieu thereof, the Tenant shall also be
entitled to a credit at the Closing against the Purchase Price equal to Seven
Thousand Five Hundred and no/100 Dollars ($7,500.00) multiplied by the number
of monthly rental payments actually made by the Tenant on or prior to the Closing
Date; provided, however, in no event shall
such credit exceed Four Hundred Thousand Fifty and no/100 Dollars ($450,000.00).
The Tenant shall be entitled to this credit regardless of when the Option is
exercised.


 


(iii)          In
addition to the foregoing and not in lieu thereof, if the Closing Date of the
Purchase under the Option shall occur other than on the first of a given
calendar month, the Tenant shall be entitled to a credit against the Purchase
Price equal to the percentage of the prior monthly rental payment equal to the
percentage of the month remaining after the Closing Date. i.e. the credit shall
equal the number of days remaining following the Closing Date of the calendar
month during which the Closing takes place divided by the total days in such
month, with the resulting percentage multiplied by the most recently paid
monthly rental.


 


(c)           Term
of Option. The Option may be exercised no later than ten (10) days prior to
the expiration or sooner termination of the Term of this Lease.


 


(d)           Title.
On the Closing Date, following exercise of the Option, Landlord shall convey
title to the Premises free and clear of all claims, Liens and Encumbrances. Notwithstanding
any provision of this Lease to the contrary, Landlord shall have the
obligation, via payment through escrow on the Closing Date, to secure releases,
discharges or satisfactions, or otherwise cure at no cost to Tenant, any Lien
for the payment of money only (except real estate and ad valorem taxes and
assessments which shall be prorated in accordance herewith), including, without
limitation, all mortgages, any Lien, indebtedness or Encumbrance which may be
released or discharged by the payment of a definite sum of money or any
exception to title 


 


17

















 


which arose as the result of the act or
violation of any of the Landlord or anyone claiming by, from, through or under
it.


 


(e)           Deliveries.
As part of the Closing hereunder, Landlord shall execute and deliver to the
Tenant the Certificate, Bill of Sale, Termination, Assignment and Act of Cash
Sale attached hereto, as Exhibit D.


 


45.          Recordation.
The parties agree at the commencement of this Lease to execute and record a
Memorandum of Lease in the Parish records of Calcasieu Parish in the form
attached hereto as Exhibit E.


 


46.          Condition
Precedent. It shall be a condition precedent to the commencement of this
Lease that the Tenant shall have concurrently closed under that certain Asset
Purchase Agreement, dated March 31, 2006, by and between the Tenant and OM
Operating, L.L.C., a Louisiana limited liability company, among others.


 


47.          Environmental
Covenants, Indemnifications and Acknowledgments. Notwithstanding anything
to the contrary contained herein, both Landlord and Tenant acknowledge that
Premises have been and shall be used, in part, as a fuel dispensing facility,
for the retail sale of gasoline and diesel fuels and motor oils. This
acknowledgment shall be deemed to constitute Landlord’s approval of Tenant’s
use of such hazardous materials on the Premises in the ordinary course of
Tenant’s business.


 


(a)           Landlord
shall indemnify, defend and hold Tenant and Tenant’s officers, employees,
contractors and agents (collectively, “Tenant’s Agents”) harmless from any
claims, judgments, damages, penalties, fines, expenses, liabilities or losses
arising out of or in any way relating to the release of hazardous materials, in
material violation of any Environmental Law, in, on or under the Premises (x)
prior to the commencement of the Initial Term, or (y) during the term of this
Lease as a result of the actions or inactions of Landlord or Landlord’s
officers, employees, contractors and agents (collectively, “Landlord’s Agents”).


 


(b)           Tenant
shall indemnify, defend and hold Landlord and Landlord’s Agents harmless from
any claims, judgments, damages, penalties, fines, expenses, liabilities or
losses arising out of or in any way relating to the release of hazardous
materials, in material violation of any Environmental Law, in, on or under the
Premises during the Term of this Lease as a result of the actions or inactions
of Tenant or Tenant’s Agents or invitees or customers.


 


(c)           The
foregoing indemnifications shall specifically include, without limitation,
costs incurred in connection with any investigation of site conditions or any
remediation required by any governmental authority or other third party because
of the presence or suspected presence of hazardous materials in the soil,
groundwater, or soil vapor on or under the Premises. The foregoing indemnity
shall survive the expiration or earlier termination of this Lease for a period
of three (3) years.


 


48.          Force
Majure. Except as otherwise stated herein, if performance by either party
of any term, condition or covenant in this Lease is delayed or prevented by an
act of God, strike, lockout, shortage of material or labor, act of terrorism,
restriction by any governmental authority, civil riot, act of war, or flood,
the period for performance of the term, condition or 


 


18

















 


covenant shall be extended for
a period equal to the period that such party is so delayed or prevented in the
performance of such obligation.


 


49.          Limitation
of Liability. Any obligation or liability whatsoever of either the Landlord
or the Tenant hereunder, which may arise at any time under this Lease or any
obligation or liability which may be incurred by either party pursuant to any
other instrument, transaction, or undertaking contemplated hereby shall not be
personally binding upon, nor shall resort for the enforcement thereof be had to
the property of, its members, directors, shareholders, officers, employees or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.


 


50.          Severability.
Whenever possible, each provision of this Lease shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Lease is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Lease.


 


51.          Guaranty.
Tenant agrees at the execution of this Lease to cause Jacobs Entertainment,
Inc., a Delaware corporation, its parent, to deliver to the Landlord the
Guaranty attached hereto as Exhibit F.


 


52.          Companion
Agreement. The parties acknowledge that prior to the execution of this
Lease, they also executed an Asset Purchase Agreement, dated March 31, 2006,
among the parties and OM Operating, L.L.C. among others (“Companion Agreement”).
As between the Landlord and the Tenant, in the event of a conflict between the
terms and conditions of this Lease and the Companion Agreement, the terms and
conditions of this Lease shall control.


 


53.          Escrow
Fees. Tenant shall be solely responsible for any escrow fees associated
with either the commencement of this Lease or the exercise or the Option
hereunder.


 


54.          License
Fees. At the execution of this Lease and provided Landlord has timely filed
its renewal applications for both the Establishment License and the Bingo
License as related to the Premises, Tenant shall reimburse Landlord $1,100.00
and $500.00, respectively, for the filing of the same.


 


55.          Indemnification.


 


(a)           Tenant
agrees to indemnify, defend and hold harmless the Landlord and its officers,
members and employees from and against any and all liabilities, claims, suits,
proceedings or damages, relating to or arising from: (i) the possession, use,
occupation, operation or control of the Premises or any portion thereof by the
Tenant; or (ii) any damage or destruction of any property or injury or death to
any person occurring on the Premises as a result of the actions or inactions of
the Tenant or its employees, customers or invitees, this indemnity shall not
apply to any acts of negligence or willful or intentional misconduct of the Landlord,
its officers, managers, employees or invitees.


 


19

















 


(b)           Landlord
agrees to indemnify, defend and hold harmless the Tenant and its officers,
members and employees from and against any and all liabilities, claims, suits,
proceedings or damages, relating to or arising from: (i) any act of negligence
or omission of the Landlord or its employees, contractors, guests or licensees;
or (ii) any damage or destruction of any property or injury or death to any
person happening on the Premises as a result of the actions or inactions of the
Landlord or its employees, customers or invitees, this indemnity shall not
apply to any acts of negligence or willful or intentional misconduct of Tenant,
its officers, managers, employees or invitees.


 


56.          Removal
of Tenant’s Personal Property. Tenant shall have the right, at the
expiration of this Lease (assuming Lessee fails to exercise its Option granted
hereunder), to remove any and all furniture, machinery, equipment and trade
fixtures which Tenant may have stored or installed in the Premises which are
susceptible of being removed without material damage to the Premises. Upon
removal of such equipment and trade fixtures, Tenant shall promptly repair any
damage to the Premises which shall have resulted from affixing, installing, or
removing the same.


 


57.          Further
Assurances. Landlord and Tenant will, whenever and as often as either shall
be requested to do so, promptly execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered such other instruments and documents,
and perform such further acts, including, without limitation, providing such
information as may be required by the Louisiana State Police, the Louisiana
Attorney General and/or the Louisiana Gaming Control Board in order to maintain
video draw poker devices on the Premises, all as may be required at any time
and from time to time in order to carry out more effectively the intent and
purposes of this Lease.


 


20

















 


IN WITNESS WHEREOF, the
undersigned have executed this Lease as of the date first above written.


 


	
  WITNESS:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CURRAY CORPORATION,

  
	
  /s/ Tanya C. Angelo

  	
   

  	
  a Louisiana Corporation

  
	
   

  	
   

  	
   

  
	
  /s/ Mimi Robichaux

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
    /s/ Scotty G. Rozas

  
	
   

  	
   

  	
   

  	
  Scotty G. Rozas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TEXAS PELICAN, LLC,

  
	
   

  	
   

  	
  a Louisiana limited liability company

  
	
  /s/ Tanya C. Angelo

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mimi Robichaux

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Scotty G. Rozas

  
	
   

  	
   

  	
   

  	
  Scotty G. Rozas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU OF VINTON, LLC,

  a Louisiana limited liability company

  
	
   

  	
   

  	
   

  
	
  /s/ Tanya C. Angelo

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mimi Robichaux

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stan W. Guidroz

  
	
   

  	
   

  	
   

  	
  Stan W. Guidroz, President and Manager

  



 


21

















 


STATE OF LOUISIANA


 


PARISH OF CALCASIEU


 


On this 21st day of June, 2006, before aye, a
Notary Public, of the-State of Louisiana, personally appeared SCOTTY G. ROZAS,
known to the below named Notary Public to be a resident of the State of
Louisiana and the person who signed the foregoing Lease and Option to Purchase
as the authorized Officer of CURRAY CORPORATION, and acknowledged that he
signed the foregoing Lease and Option to Purchase as President and on behalf of
CURRAY CORPORATION and that his signature hereon was duly authorized by all
necessary approvals of the Board of Directors and shareholders of CURRAY
CORPORATION.


 


	
   

  	
  /s/ Beverly Burnett

  
	
   

  	
  NOTARY PUBLIC 

  
	
   

  	
   

  
	
   

  	
  Beverly Burnett

  Calcasieu Parish

  Notary ID 50158 

  Commission Expires At Death

  



 


 


STATE OF LOUISIANA


 


PARISH OF CALCASIEU


 


On this 21st day of June, 2006,
before aye, a Notary Public, of the State of Florida, personally appeared STAN
W. GUIDROZ, known to the below named Notary Public to be a resident of the
State of Florida and the person who signed the foregoing Lease and Option to
Purchase as the authorized Officer of JALOU OF VINTON, LLC, and acknowledged
that he signed the foregoing Lease and Option to Purchase as Authorized Officer
and on behalf of JALOU OF VINTON, LLC and that his signature hereon was duly
authorized by all necessary approvals of the members of JALOU OF VINTON, LLC.


 


	
   

  	
  /s/ Beverly Burnett

  
	
   

  	
  NOTARY PUBLIC

   

  Beverly Burnett

  Calcasieu Parish

  Notary ID 50159

  Commission Expires At Death

  



 


22

















 


STATE OF LOUISIANA


 


PARISH OF CALCASIEU


 


On this 21st day of June, 2006,
before aye, a Notary Public, of the-State of Louisiana, personally appeared
SCOTTY G. ROZAS, known to the below named Notary Public to be a resident of the
State of Louisiana and the person who signed the foregoing Lease and Option to
Purchase as the authorized Officer of TEXAS PELICAN, LLC, and acknowledged that
he signed the foregoing Lease and Option to Purchase as General Manager and on
behalf of TEXAS PELICAN, LLC and that his signature hereon was duly authorized by
all necessary approvals of the members of TEXAS PELICAN, LLC.


 


	
   

  	
  /s/ Beverly Burnett

  
	
   

  	
  NOTARY PUBLIC

   

  Beverly Burnett

  Calcasieu Parish

  Notary ID 50159

  Commission Expires At Death

  



 


23