EXHIBIT
10.10B


 


STATE OF LOUISIANA


 


PARISH OF EAST BATON ROUGE


 


FIRST
AMENDMENT TO


ASSET
PURCHASE AGREEMENT


 


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


 


FELICIANA
VENTURES, INC., a
Louisiana corporation, domiciled and with its principal place of business in
the Parish of St. Helena and whose mailing address is declared to be P.O. Box
339, Amite, Louisiana 70422 (“Feliciana”), by and through its duly authorized
Secretary-Treasurer, Minnie L. Hughes;


 


FOREST GOLD
TRUCK PLAZA AND CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal
place of business in the Parish of St. Helena and whose mailing address is
declared to be P.O. Box 339, Amite, Louisiana 70422 (“Forest Gold”), by and
through its duly authorized Manager, Minnie L. Hughes.;


 


ST. HELENA
EXPRESS & CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal
place of business in the Parish of St. Helena and whose mailing address is
declared to be P.O. Box 339, Amite, Louisiana 70422 (“St. Helena”), by and
through its duly authorized Manager, Minnie L. Hughes;


 


SEABUCKLE
GAMING, INC., a
Louisiana corporation, domiciled and with its principal place of business in
the Parish of St. Helena and whose mailing address is declared to be P.O. Box
339, Amite, Louisiana 70422 (“Seabuckle”), by and through its duly authorized
agent, Minnie L. Hughes;


 


JANICE M. PENN (“JMP”), domiciled and having her principal
place of business in the State of Louisiana and whose mailing address is
declared to be P.O. Box 339, Amite, Louisiana 70422, appearing through her duly
authorized agent, Claude M. Penn, Jr.;


 


MINNIE L. HUGHES (“Hughes”), domiciled and having her principal
place of business in the State of Louisiana and whose mailing address is
declared to be P.O. Box 339, Amite, Louisiana 70422 (“Hughes”);


 


And now to these presents came
and appeared,
CLAUDE M. PENN, Jr. (“CMP”),
to join, ratify and confirm the acts of the foregoing, although not as owner of
any of the foregoing, but to bind himself, personally as if a Seller hereunder,
domiciled and having his principal place of business in the State of Louisiana
and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana
70422;


 


1

















 


(Feliciana,
Forest Gold, St. Helena, JMP and Hughes are each referred to individually
herein as “Seller” and collectively as “Sellers”, and shall also include, for
all purposes hereunder, CMP.)


 


and


 


GAMECO HOLDINGS, INC., a Delaware corporation, with offices at 718
S. Buchanan, Suite C, Lafayette, Louisiana 70501 (“Purchaser”), represented
herein by Jeffrey P. Jacobs, its duly authorized representative;


 


all of whom did execute THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT  (“First Amendment”) as of
the 10th day of July, 2006 (“Amendment Date”).


 


RECITALS


 


A.                                   The
Sellers and Purchaser entered into that certain Asset Purchase Agreement, dated
as of May 17, 2006 (“Agreement”); and


 


B.                                     The
parties now wish to amend the terms and conditions of the Agreement by this
First Amendment.


 


NOW, THEREFORE, in
consideration of the mutual agreements made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.             The foregoing recitals are
incorporated herein as if fully rewritten herein.


 


2.             The definition of “Escrow Hold Back” as contained in Section
1.1 is hereby deleted in its entirety and replaced with the following:


 


“Escrow
Hold Back shall equal the sum of One Hundred Fifty Thousand Dollars
($150,000.00).”


 


3.             Section
10(j)(ii) is hereby deleted in its entirety and replaced with the following:


 


“(ii)         In addition to the foregoing and not in lieu thereof,
Sellers acknowledge the results of certain Phase II Environmental Site
Assessment Studies, as described on Exhibit J, attached hereto and incorporated
by this reference herein (the “Findings”). Sellers acknowledge that this is a
condition that arose and exists prior to any Closing hereunder and, therefore,
is and shall remain the responsibility of the Sellers. The costs and expenses
of any additional testing, monitoring and all remediation, if any, shall be the
sole obligation of the Sellers and the Sellers do hereby agree to each of the
following:


 


(a)           With regard to the Findings, St. Helena, shall timely file
a “Single Point of Contact” form with the Louisiana Department of Environmental
Quality (“LDEQ”) in form and substance reasonably acceptable to the Purchaser (“Report”),
identifying the date of discovery as occurring prior to the Closing Date. Sellers
shall have the right, at their sole cost and expense, to timely conduct


 


2

















 


their own investigations and
environmental studies to analyze the Findings; provided,
however, no such additional investigations or environmental studies
shall interfere with the Purchaser’s operations of the Businesses and the
Sellers shall indemnify, hold harmless and defend the Purchaser from any
damages caused to the Businesses from the same, nor shall such activities cause
any delay in complying with the requirements of any law, rule or regulation
related to or governing the Findings.


 


(b)           Purchaser, following the Closing, shall coordinate further
communications regarding the Findings with the LDEQ and shall, with the
approval of St. Helena which shall not be unreasonably withheld, conditioned or
delayed, coordinate any and all actions required by the LDEQ in response to the
Findings or the Report or as may otherwise be necessary to correct the Findings.
Provided each is reasonably acceptable to the Purchaser, Purchaser agrees to
use contractors designated by the Sellers for work performed under this Section
10(j)(ii). All costs, fines and expenses, including, if any, all costs of
remediation related to the Findings or the Report shall be the obligation of
the Sellers and, in addition to the Seller’s personal liability for the same,
the Purchaser shall have the right to have such costs, expenses or fines paid
out of the Escrow Hold Back.


 


(c)           Each of Sellers does hereby indemnify, defend and hold
harmless the Purchaser and each of its Affiliates, their owners, officers,
members, shareholders, directors, managers, employees and agents, from and
against any and all claims, lawsuits, costs, expenses, damages, fines, debts or
obligations, including reasonable attorney’s fees and costs of investigation,
related to or arising out of the Findings or the Report, even if arising or
accruing after the Closing Date.


 


(d)           If required by the LDEQ or any other governmental agency,
in addition to all other costs and expenses set forth above, Sellers shall, at
their sole cost and expense, provide, using an environmental consultant reasonably
acceptable to the Purchaser, a final Environmental Phase I and Phase II Site
Assessment Study following the remediation of the Findings.


 


(e)           Promptly after that date which is the later of: (i) six
(6) full calendar months after the Closing Date; or (ii) ten (10) days after
the Purchaser’s receipt of a “No Further Action” letter from the LDEQ regarding
the Findings and the Report, Escrow Agent shall release any funds then
remaining in the Escrow Hold Back to the Sellers.


 


(f)            To the extent any Findings are subsequently determined to
have been the result of the actions of any of the Purchaser’s contractors or
agents, then notwithstanding anything contained herein to the contrary, Sellers
shall have no liability for such Finding and any and all costs, expenses and fines
related to the same shall be the obligation of the Purchaser.


 


3

















 


4.             The following is added as Section 11.27:


 


“11.27     Release
of Mortgages. Sellers agree that concurrently with the Purchaser, or its
designees: (i) making sufficient payment upon the then outstanding principal
balance under the Promissory Notes such that the combined outstanding principal
balances thereof shall be equal to or less the then amount of the letter of
credit referred to in the Guaranty (“Letter of Credit”); or (ii) posting
additional security, reasonably acceptable to the Sellers, in an amount equal
to: (A) the then outstanding combined principal balances of the Promissory
Notes; and (B) less the then amount of the Letter(s) of Credit, that in each such
event Sellers shall concurrently therewith release the Mortgages.”


 


5.             The
following is added as Section 11.28:


 


“11.28     Letter(s)
of Credit.                Guarantors
(as defined in the Guaranty) under the Guaranty acknowledge that they are
obligated, at the Closing, to deliver Letter(s) of Credit in the combined
amount of $3,500,000.00. Should such Letters of Credit expire prior to either
the expiration of the Term of the Promissory Notes (as defined therein); or
their being paid in full, the Guarantors shall provide to the applicable
Sellers replacements for each such expiring Letter of Credit not later than ten
(10) days prior to each such Letter of Credit’s expiration. Notwithstanding
anything contained herein to the contrary, the failure of the Guarantors to
timely provide replacement Letters of Credit shall constitute an event of default
under the Promissory Notes, without the necessity of notice from the payee.”


 


6.                                       The following is
added as Section 11.29:


 


“11.29  Refinancing. Feliciana
and Forest Gold acknowledge that Purchaser, or its designees, may refinance the
debt obligations extended, as of the Closing, by any Senior Debt Holder (as
defined in the Promissory Notes), including, but not limited to, Cameron State
Bank and Gameco Holdings, Inc. Feliciana and Forest Gold agree, as part of such
refinancing(s), to execute such documents, including subordinations and
releases and re-filing of the Mortgages, as may be necessary or required to
secure and accomplish such refinancing(s); provided, however,
in no event shall such refinancing result in the original principal balance of
any such senior debt obligation being more than 120% of the original principal
obligation of such senior debt obligation as extended on the Closing Date, and, provided, further, that immediately
after the conclusion of any such refinancing, Feliciana and Forest Gold, as
applicable, shall be in the same position as second mortgage holders, as they
existed at the conclusion of the Closing hereunder. This limitation shall not
apply to the assumption of the Promissory


 


4

















 


Notes by an Affiliate of the Purchaser as permitted under the
Promissory Notes.”


 


7.            Except as expressly modified by this
First Amendment, the Agreement shall remain in full force and effect and is
hereby ratified and confirmed. In the event of a conflict between the terms and
conditions of the Agreement and this First Amendment, the terms and conditions
of this First Amendment shall control.


 


8.             All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.


 


9.             This
First Amendment shall be construed in accordance with the laws of the State of
Louisiana, without regard to principles of conflict of laws.


 


10.           SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO
SERVICE OF PROCESS, ETC. TO THE FULLEST EXTENT PERMITTED BY LAW,
PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY:


 


(A)          AGREE THAT ANY ACTION, SUIT OR
PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS FIRST AMENDMENT OR
ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH THE
FOREGOING (COLLECTIVELY, “RELATED LITIGATION”) TO WHICH EITHER IS OR MAY BE A
PARTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
SITTING IN BATON ROUGE, LOUISIANA, AND SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND AGREES NOT TO BRING ANY RELATED LITIGATION IN ANY OTHER FORUM;


 


(B)           ACKNOWLEDGE THAT SUCH COURTS WILL BE
THE MOST CONVENIENT FORUM FOR ANY RELATED LITIGATION, WAIVE ANY OBJECTION TO
THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVE
ANY CLAIM THAT ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT
TO ANY RELATED LITIGATION, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER IT;
AND


 


(C)           CONSENT AND AGREE TO SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY
REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS FOR
NOTICES DESCRIBED IN THE AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING
HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY
OTHER MANNER PERMITTED BY LAW).


 


11.           JURY WAIVER  TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER
AND EACH SELLER HEREBY IRREVOCABLY AND


 


5

















 


UNCONDITIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY
OF ANY AND ALL CLAIMS, CAUSES OF ACTION OR SUITS ARISING FROM OR RELATED TO THE
SUBJECT MATTER OF THIS FIRST AMENDMENT.


 


12.           This
First Amendment may be executed in one or more counterparts, each of which when
taken together shall constitute one and the same original.


 


[The remainder of this page is left intentionally blank.]


 


6

















 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  FELICIANA VENTURES, INC.,

  
	
   

  	
  a Louisiana corporation

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Minnie L. Hughes

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
  Minnie L. Hughes

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
  Secretary - Treasurer

  
	
   

  	
   

  
	
   

  
	
   

  	
  /s/
  

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
												



 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  FOREST GOLD TRUCK PLAZA AND CASINO,

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
  L.L.C., a Louisiana limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Minne L. Hughes

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
  Minnie L. Hughes

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
  Manager

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
												



 


7

















 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  ST. HELENA EXPRESS AND CASINO,

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
  L.L.C., a Louisiana limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Minne L. Hughes

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
  Minnie L. Hughes

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
  Manager

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
												



 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  SEABUCKLE GAMING, INC., a Louisiana

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Minne L. Hughes

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
  Minnie L. Hughes

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
  Authorized Agent

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
												



 


8

















 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  JANICE M. PENN, Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  /s/

  	
  Janice M. Penn

  	
   

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
										



 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due
reading of the whole.


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MINNIE L. HUGHES, Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  /s/ Minnie L. Hughes

  	
   

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Andrew Day

  	
   

  	
   

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
										



 


9

















 


THUS DONE AND PASSED on
the 12th day of July, 2006, in the Parish of East Baton Rouge, State
of Louisiana, the undersigned party having affixed its signature in the
presence of me, Notary, and the undersigned competent witnesses, after due reading
of the whole.


 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  CLAUDE M. PENN, JR., Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  /s/

  	
  Claude M. Penn

  	
   

  
	
  Printed Name: 

  	
  Chad Tate

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/       Andrew Day

  	
   

  	
   

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  /s/

  	
  A.
  Shelby

  	
   

  
	
   

  	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
											



 


THUS DONE AND PASSED on the 12th day of July, 2006, in the
County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed
its signature in the presence of me, Notary, and the undersigned competent
witnesses, after due reading of the whole.


 


 


	
  WITNESSES:

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  GAMECO HOLDINGS, INC.,

  
	
  /s/ 

  	
  Chrissy A. DeNitto

  	
   

  	
  a Delaware corporation

  
	
  Printed Name: 

  	
  Chrissy A. DeNitto

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  Jeffrey P. Jacobs

  
	
  /s/ Stephen P. Owendoff

  	
   

  	
  Authorized Representative

  
	
  Printed Name: 

  	
  Stephen P. Owendoff

  	
   

  	
   

  
	
   

  
	
   

  	
  /s/

  	
  Stephen
  P. Owendoff

  	
   

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
	
   

  
	
   

  	
  Printed
  Name:

  	
  Stephen
  P. Owendoff

  	
   

  
															



 


10

















 


THUS DONE AND PASSED on the     day of July, 2006, in
the County of            ,
State of                         ,
the undersigned party having affixed its signature in the presence of me,
Notary, and the undersigned competent witnesses, after due reading of the
whole.


 


	
  WITNESSES:

  	
  SOUTHERN TRADING COPRORATION:

  
	
   

  	
   

  	
  a Louisiana corporation

  
	
  Printed Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Lanis J. Viator

  	
   

  
	
   

  	
  Lanis J. Viator, authorized representative

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTARY
  PUBLIC

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name/Notary Number

  
													



 


AND
NOW APPEARING, solely for the purpose of delivering the Guaranty:


 


THUS
DONE AND PASSED on the 10th day of July, 2006, in the County/Parish
of Cuyahoga, State of Ohi, the undersigned party having affixed its signature
in the presence of me, Notary, and the undersigned competent witnesses, after
due reading of the whole.


 


	
  WITNESSES:

  	
  JEFFREY P. JACOBS, Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
  Chrissy A. DeNitto

  	
   

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
  Printed Name: 

  	
  Chrissy A. DeNitto

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Stephen P. Owendoff

  	
   

  	
   

  
	
  Printed Name: 

  	
  Stephen P. Owendoff

  	
   

  
	
   

  	
  /s/

  	
  Stephen
  P. Owendoff

  	
   

  
	
   

  	
  NOTARY
  PUBLIC

  
	
   

  	
  Printed
  Name: 

  	
  Stephen
  P. Owendoff

  	
   

  
															



 


11

















 


THUS
DONE AND PASSED on the 12th day of July, 2006, in the County/Parish
of _East Baton Rouge, State of Louisiana, the undersigned party having affixed
its signature in the presence of me, Notary, and the undersigned competent
witnesses, after due reading of the whole.


 


	
  WITNESSES:

  	
  JACOBS FAMILY CONTROL TRUST

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  By:

  	
  /s/ Stanley R. Gorom

  
	
  Printed Name:

  	
  Chad Tate

  	
   

  	
  Stanley R. Gorom III, Trustee of the Jacobs
  

  
	
   

  	
  Family Control Trust

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
   

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  A. Shelby

  	
   

  
	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
  NOTARY
  PUBLIC

  
										



 


THUS
DONE AND PASSED on the 12th day of July, 2006, in the County/Parish
of East Baton Rouge, State of Louisiana, the undersigned party having affixed
its signature in the presence of me, Notary, and the undersigned competent
witnesses, after due reading of the whole.


 


	
  WITNESSES:

  	
  JACOBS FAMILY ECONOMIC TRUST

  
	
   

  	
   

  
	
  /s/ Chad Tate

  	
   

  	
  By:

  	
  /s/ Stanley R. Gorom

  
	
  Printed Name:

  	
  Chad Tate

  	
   

  	
  Stanley R. Gorom III, Trustee of the Jacobs
  

  
	
   

  	
  Family Control Trust

  
	
  /s/ Andrew Day

  	
   

  	
   

  	
   

  
	
  Printed Name: 

  	
  Andrew Day

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  

  	
  A.
  Shelby

  	
   

  
	
   

  	
  A.
  Shelby Easterly, Bar No. 5253

  
	
   

  	
  NOTARY
  PUBLIC

  
											



 


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