EXHIBIT 10.10A


 


 


ASSET PURCHASE AGREEMENT


 


AMONG


 


FELICIANA VENTURES, INC., FOREST GOLD TRUCK PLAZA AND CASINO, L.L.C.,


ST. HELENA EXPRESS & CASINO, L.L.C., SEABUCKLE GAMING, INC.,


JANICE M. PENN and MINNIE L. HUGHES, as Sellers;


 


CLAUDE M. PENN, JR.,


 


AND


 


GAMECO HOLDINGS, INC., or its designee, as Purchaser.


 


DATED:   May 17, 2006


 

















 


STATE OF LOUISIANA


 


PARISH OF ST. HELENA


 


ASSET PURCHASE AGREEMENT


 


BE IT KNOWN, that on the dates set forth below, to
be effective among the parties as of May 17, 2006 (the “Agreement Date”),


 


BEFORE the undersigned Notaries Public, duly
commissioned in and for the States and Counties/Parishes set forth below, 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 Livingston 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 Livingston
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 Livingston
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 Livingston 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,


 


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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;


 


and


 


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


 


each
of whom did execute and deliver this Asset Purchase Agreement (this “Agreement”)
as of the Agreement Date.


 


RECITALS


 


 


WHEREAS, the Sellers (all capitalized terms in these
recitals having the meanings hereinafter ascribed to them in this Agreement)
own and operate three (3) truck stops located in the State of Louisiana,
at which electronic video draw poker gaming activities are undertaken; and


 


WHEREAS, Purchaser desires to purchase all assets of
the aforesaid truckstops (excluding only the Excluded Assets), and the
respective Sellers are willing to transfer such assets to Purchaser, upon and
subject to the terms and conditions hereinafter set forth, including the
transfer of the Listed Devices to a licensed device owner designated by the
Purchaser.


 


NOW THEREFORE, in consideration of the premises,
obligations, representations and warranties contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and upon the terms and subject to the conditions
hereinafter set forth, the parties agree as follows:


 


Section 1. 
Definitions and Related Matters.


 


1.1                                 Definitions.  For the purposes of this
Agreement, the following terms have the meanings set forth below (such meanings
to be applicable to both the singular and plural forms of the terms defined):


 


“Accounts Receivable” shall have the meaning
given such term under GAAP.


 


 “Acquired
Assets” shall mean collectively the Feliciana Acquired Assets, the Forest
Gold Acquired Assets and the St. Helena Acquired Assets.


 


“Affiliate” of any particular Person means
any other Person directly or indirectly controlling, controlled by or under
common control with such particular Person. 
The term “control” means the possession, directly or indirectly,
of the power to direct the management and/or policies of a Person whether
through the ownership of securities, by contract or otherwise.


 


“Assumed Contracts” shall mean the Contracts
identified on Schedule 6.7(b).


 


“Businesses” shall mean collectively the
Feliciana Business, the Forest Gold Business and the


 


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St.
Helena Business.


 


“Business Day” means any day other than a
Saturday, Sunday or public holiday under the laws of the State of Louisiana or
any other day on which banking institutions are obligated to close in Baton
Rouge, Louisiana.  A reference to a
specific number of days anywhere in this Agreement shall be deemed to refer to
Business Days.


 


“Capital Expenditures” means all expenditures
for any capital or fixed assets or improvements, or for replacements,
substitutions or additions thereto, which have a useful life of more than one (1) year
(including expenditures with respect to Capitalized Lease Obligations, but
excluding expenditures which are fully expensed in the period incurred in
accordance with GAAP consistently applied).


 


“Capitalized Leases” means a lease under
which the obligations of the lessee should, in accordance with GAAP
consistently applied, be included in determining total liabilities as shown on
the liability side of a balance sheet of the lessee.


 


“Capitalized Lease Obligations” means the
amount of the liability reflecting the aggregate discounted amount of future
payments under all Capitalized Leases calculated in accordance with GAAP consistently
applied and Statement of Financial Accounting Standards No. 13.


 


“Closing” has the meaning set forth in Section 2.2.


 


“Closing Certificate” has the meaning set
forth in Section 7.1(i).


 


“Closing Date” has the meaning set forth in Section 2.2.


 


“Closing
Reports” shall mean collectively the Feliciana Closing Reports, the Forest
Gold Closing Reports and the St. Helena Closing Reports.


 


“Code” means the Internal Revenue Code of
1986, as amended, and any reference to any particular Code section shall
be interpreted to include any revision of or successor to that section regardless
of how numbered or classified.


 


“Contracts” shall have the meaning set forth
in Section 6.7(a).


 


“Credit” shall equal the sum of Sixty-Seven
Thousand One Hundred Forty-Five and 49/100 Dollars ($67,145.49).


 


“Deposit” shall mean the sum of One Hundred
Fifty Thousand and no/100 Dollars ($150,000.00).


 


“Devices” shall mean “Video Draw Poker
Devices” as defined in the Video Draw Poker Devices Control Law, Louisiana
Revised Statutes, Title 27:301 et seq., as amended from time to time.


 


 “Environmental
and Safety Requirements” 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


 


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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).


 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974 (or any successor legislation thereto), as amended
from time to time and any regulations promulgated thereunder.


 


“Escrow Agent” shall mean Lawyers Title of
Baton Rouge, Louisiana.


 


“Escrow
Hold Back” shall equal One Hundred Thousand Dollars ($100,000.00).


“Establishment Licenses” shall mean
collectively the Feliciana Establishment License, the Forest Gold Establishment
License and the St. Helena Establishment License.


 


“Excluded Assets” shall mean the following as
related to any of the Businesses:


 


(a)                                  The originals of all books and records of any
Seller;


 


(b)                                 Rights of any Seller pursuant to or under
this Agreement;


 


(c)                                  Any federal, state or local tax refunds or
tax credits of any Seller;


 


(d)                                 Any leases, not necessary to or used in the
operation of any of the Businesses, by any Seller of any personal property
unless it is an Assumed Contract;


 


(e)                                  All notes, bonds or other evidence of
Indebtedness of any Person held by any Seller;


 


(f)                                    All cash, cash equivalents or Investments and
deposits of any Seller, excepting therefrom, all cash and cash equivalents
arising from the operation of any of the Businesses after Noon on the Closing
Date and all Investments and deposits arising from such cash or cash
equivalents, which shall be the sole property of Purchaser;


 


(g)                                 Any and all insurance policies of any Seller
or any of their Affiliates and all rights to any refunds in connection
therewith; provided, however, the Purchaser shall
have no responsibility for any loss of prepaid premiums or other costs,
expenses or charges arising from or associated with the foregoing;


 


(h)                                 All rights, claims and causes of action
relating to any of the property included in the


 


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preceding description of Excluded Assets.


 


“Feliciana Acquired Assets” shall mean all
assets, privileges, rights, licenses, Accounts Receivables, interests and
claims (whether personal, tangible or intangible) of every type and description
used in, or held for use in, the operation of the Feliciana Business, other
than Excluded Assets.  Feliciana Acquired
Assets, include, but are not limited to, each of the following:


 


(a)                                  fee simple title (subject to Permitted Encumbrances)
in and to certain improved real property located at 30036 Hwy 16 West, Amite,
Louisiana 70422, Louisiana (the “Feliciana Real Property”), consisting
of approximately 9.767 acres, more or less, together with all improvements,
buildings, structures, issues, profits and rents, fixtures and all rights
pursuant to any leases, recorded or unrecorded, respecting all or any part of
the Feliciana Real Property; together with, to the extent legally transferable,
all approvals, authorizations, consents, licenses, permits, privileges, rights,
variances and waivers relating to the Feliciana Real Property from any federal,
state, parish, municipal or other governmental or quasi-governmental agency,
department, board, commission, bureau or other entity or instrumentality having
jurisdiction over the Feliciana Real Property, if any, including, but not by
way of limitation, those with respect to building, effluent control,
environmental protection, fire, foundation, pollution control, use, utilities
and zoning heretofore held by or granted to any Seller; together with any and
all easements, servitudes, rights and privileges appurtenant thereto, including
all right, title and interest of any Seller in and to any land lying in the bed
of any street, road or avenue currently adjoining, lying across or adjacent to
or to be opened or proposed in front of or adjoining the Feliciana Real
Property, and all riparian rights; all of the foregoing being collectively
referred to as the “Feliciana Premises” and being further described in Exhibit A;


 


(b)                                 all machinery, equipment, display cases,
refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers, beds,
other furniture and other equipment, chattels and fixtures used in or
supporting the Feliciana Business, including, but not limited to, those items
identified on Schedule 1.1 (Feliciana Acquired Assets);


 


(c)                                  all inventories of any kind, including raw
materials, works in process, supplies, spare parts and all goods and products
held for sale, or utilized in the creation or sale of any of the foregoing,
including, without limitation, fuel, restaurant supplies and stock, convenience
store stock, all tools, cooking utensils, pots, pans, shelving, racks,
glassware, stemware, menu stock, bar and food stuffs, including, but not
limited to, those items identified on Schedule 1.1 (Feliciana
Inventories), excepting those consumable, saleable items sold or consumed
in the ordinary course of operating the Feliciana Business;


 


(d)                                 all Intellectual Property Rights used in the Feliciana
Business, including the names, “Amite Truck Plaza”, “Amite Plaza” or any
variation of the foregoing;


 


(e)                                  accurate copies of all books and records
relating to the Feliciana Business, including, without limitation (to the
extent such information exists and is in the possession of, or under the
control of, any Seller): (i) lists of all past customers and suppliers; (ii) records
with respect to all equipment, including warranties and service agreements,
inventory and machinery; (iii) any and all business plans and/or models; (iv) all
financial records and reports; (v) a list of all employees, including each
employee’s rate of pay, title, length of employment with starting date, date of
last payment prior to the Agreement Date and a detailed description of any and
all benefits each may


 


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be receiving; and (vi) all other books and
records used by any Seller in the operation of the Feliciana Business;


 


(f)                                    all approvals, authorizations, consents,
licenses, permits, registrations, certificates, privileges, rights, variances
and waivers relating to or necessary for the operation of the Feliciana
Business from any federal, state, parish, municipal or other governmental or
quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality having jurisdiction over the Feliciana Business, to
the extent the same are transferable;


 


(g)                                 all fixtures and improvements located on the
Feliciana Premises;


 


(h)                                 all goodwill of the Feliciana Business;


 


(i)                                     those Contracts related to the Feliciana
Business and identified on Schedule 6.7(b); and


 


(j)                                     the Feliciana Listed Devices which shall be
acquired by Southern Trading Corporation, or any other properly licensed
designee of Purchaser.


 


“Feliciana Business” shall mean all of the
operations and business of the truck stop located on the Feliciana Premises,
including, but not limited to, its gaming operations, convenience store,
restaurant facility and its motor and diesel fuel sales.


 


“Feliciana Closing Reports” shall mean for
the Feliciana Business: (i) the semi-monthly device operator reports
generated by the Feliciana Business, showing coin-in, prize and pay out
amounts; (ii) the fuel sales reports; and (iii) Financial Statements,
in each case for the period commencing on January 1, 2005 through the
Closing Date.


 


“Feliciana Establishment License” shall mean
a Type V license to operate Devices at a qualified truck stop facility as
defined in the Video Draw Poker Devices Control Law, Louisiana Revised
Statutes, Title 27:301 et seq., and in Chapter 42 of the Louisiana
Administrative Code, both as amended from time to time, for the Feliciana
Premises.


 


“Feliciana Listed Devices” shall mean those
Devices listed on Schedule 1.1 (167 Listed Devices).


 


“Feliciana
Mortgage” shall mean the mortgage, in the form of Exhibit H,
attached hereto and incorporated by reference herein, granted by the entity who
shall take title to the Feliciana Premises in favor of Feliciana and encumbering
the Feliciana Premises; provided, however, such
form shall be subject to the reasonable approval of the Purchaser’s lender and
the reasonable approval by the Sellers of any attendant changes required
thereby.


 


“Feliciana
Promissory Note” shall mean that certain promissory note issued by the
entity who shall take title to the Feliciana Acquired Assets, in favor of Feliciana,
in the original principal amount of Four Million One Hundred Thousand and
no/100 Dollars ($4,100,000.00), in the form of Exhibit I, attached
hereto and incorporated herein; provided,
however, such form shall be subject to the reasonable approval of
the Purchaser’s lender and the reasonable approval by the Sellers of any
attendant changes required thereby.


 


“Financial
Statements” shall mean a statement of income and a balance sheet


 


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 “GAAP”
means United States generally accepted accounting principles as promulgated by
the Financial Accounting Standards Board, as in effect from time to time.


 


“Guaranty” shall
mean that certain guaranty, strictly in the form attached hereto as Exhibit G,
issued by Jeffrey P. Jacobs, individually, and Stanley R. Gorom III, solely as
Trustee of the Jacobs Family Control Trust and the Jacobs Family Economic Trust
in favor of Feliciana and Forest Gold; provided,
however, such form shall be subject to the reasonable approval of
the Purchaser’s lender
and the reasonable approval by the Sellers of any attendant changes required
thereby.


“Forest Gold Acquired Assets” shall mean all
assets, privileges, rights, licenses, Accounts, Receivables, interests and
claims (whether personal, tangible or intangible) of every type and description
used in, or held for use in, the operation of the Forest Gold Business, other
than Excluded Assets.  Forest Gold
Acquired Assets, include, but are not limited to, each of the following:


 


(a)                                  fee simple title (subject to Permitted
Encumbrances) in and to certain improved real property located at 30092 Hwy 16
West, Amite, Louisiana 70422 (the “Forest Gold Real Property”),
consisting of approximately 5.30 acres, more or less, together with all
improvements, buildings, structures, issues, profits and rents, fixtures and
all rights pursuant to any leases, recorded or unrecorded, respecting all or
any part of the Forest Gold Real Property; together with, to the extent legally
transferable, all approvals, authorizations, consents, licenses, permits,
privileges, rights, variances and waivers relating to the Forest Gold Real
Property from any federal, state, parish, municipal or other governmental or
quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality having jurisdiction over the Forest Gold Real
Property, if any, including, but not by way of limitation, those with respect
to building, effluent control, environmental protection, fire, foundation,
pollution control, use, utilities and zoning heretofore held by or granted to
any Seller; together with any and all easements, servitudes, rights and
privileges appurtenant thereto, including all right, title and interest of any
Seller, in and to any land lying in the bed of any street, road or avenue
currently adjoining, lying across or adjacent to or to be opened or proposed in
front of or adjoining the Forest Gold Real Property, and all riparian rights;
all of the foregoing being collectively referred to as the “Forest Gold
Premises” and being further described in Exhibit B;


 


(b)                                 all machinery, equipment, display cases,
refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers,
furniture and other equipment, chattels and fixtures used in or supporting the
Forest Gold Business, including, but not limited to, those items identified on Schedule 
1.1 (Forest Gold Acquired Assets);


 


(c)                                  all inventories of any kind, including raw
materials, works in process, supplies, spare parts and all goods and products
held for sale, or utilized in the creation or sale of any of the foregoing,
including, without limitation, fuel, restaurant supplies and stock, convenience
store stock, all tools, cooking utensils, pots, pans, shelving, racks,
glassware, stemware, menu stock, bar and food stuffs, including, but not
limited to, those items identified on Schedule 1.1 (Forest Gold
Inventories), excepting those consumable, saleable items sold or consumed
in the ordinary course of operating the Forest Gold Business;


 


(d)                                 all Intellectual Property Rights used in the
Feliciana Business, including the names, “Forest Gold” or any variation of the
foregoing;


 


(e)                                  accurate copies of all books and records relating
to the Forest Gold Business, including,


 


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without limitation (to the extent such information
exists and is in the possession of, or under the control of, any Seller): (i) lists
of all past customers and suppliers; (ii) records with respect to all
equipment, including warranties and service agreements, inventory and
machinery; (iii) any and all business plans and/or models; (iv) all
financial records and reports; (v) a list of all employees, including each
employee’s rate of pay, title, length of employment with starting date, date of
last payment prior to the Agreement Date and a detailed description of any and
all benefits each may be receiving; and (vi) all other books and records
used by any Seller in the operation of the Forest Gold Business;


 


(f)                                    all approvals, authorizations, consents,
licenses, permits, registrations, certificates, privileges, rights, variances
and waivers relating to or necessary for the operation of the Forest Gold
Business from any federal, state, parish, municipal or other governmental or
quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality having jurisdiction over the Forest Gold Business, to
the extent the same are transferable;


 


(g)                                 all fixtures and improvements located on the
Forest Gold Premises;


 


(h)                                 all goodwill of the Forest Gold Business;


 


(i)                                     those Contracts related to the Forest Gold
Business and identified on Schedule 6.7(b); and


 


(j)                                     the Forest Gold Listed Devices which shall be
acquired by Southern Trading Corporation, or any other properly licensed
designee of Purchaser.


 


“Forest Gold Business” shall mean all of the
operations and business of the truck stop located on the Forest Gold Premises,
including, but not limited to, its gaming operations, convenience store,
restaurant facility and its motor and diesel fuel sales.


 


“Forest Gold Closing Reports” shall mean for
the Forest Gold Business: (i) the semi-monthly device operator reports
generated by the Forest Gold Business, showing coin-in, prize and pay out
amounts; (ii) the fuel sales reports; and (iii) Financial Statements,
in each case for the period commencing on January 1, 2005 through the
Closing Date.


 


 “Forest
Gold Establishment License” shall mean a Type V license to operate Devices
at a qualified truck stop facility as defined in the Video Draw Poker Devices
Control Law, Louisiana Revised Statutes, Title 27:301 et seq., and in Chapter
42 of the Louisiana Administrative Code, both as amended from time to time, for
the Forest Gold Premises.


 


“Forest Gold Listed Devices” shall mean those
Devices listed on Schedule 1.1 (Forest Gold Listed Devices).


 


“Forest
Gold Mortgage” shall mean the mortgage, in the form of Exhibit H,
attached hereto and incorporated by reference herein, granted by the entity who
shall take title to the Forest Gold Premises in favor of Forest Gold encumbering
the Forest Gold Premises; provided, however,
such form shall be subject to the reasonable approval of the
Purchaser’s lender and the reasonable approval by the Sellers of any attendant
changes required thereby.


 


“Forest
Gold Promissory Note” shall mean that certain promissory note issued by the
entity who


 


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shall take title to the
Forest Gold Acquired Assets, in favor of Forest Gold, in the original principal
amount of Two Million Nine Hundred Thousand and no/100 Dollars ($2,900,000.00),
in the form of Exhibit I, attached hereto and incorporated herein; provided, however, such form shall be subject
to the reasonable approval of the Purchaser’s lender and the reasonable
approval by the Sellers of any attendant changes required thereby.


 


“Indebtedness”
means at a particular time, any indebtedness in any form, nature or type
whatsoever, including but not limited to: (i) any indebtedness for
borrowed money or issued in substitution for or exchange of indebtedness for
borrowed money; (ii) any indebtedness evidenced by any note, bond,
debenture or other debt instrument; (iii) any indebtedness for the
deferred purchase price of property or services with respect to which a Person
is liable, contingently or otherwise, as obligor or otherwise; (iv) any
commitment by which a Person assures a creditor against loss (including,
without limitation, contingent reimbursement obligations with respect to
letters of credit); (v) any obligations for which a Person is obligated
pursuant to a guarantee; (vi) any obligations under Capitalized Leases
with respect to which a Person is liable, contingently or otherwise, as
obligor, guarantor or otherwise, or with respect to which obligations a Person
assures a creditor against loss; (vii) any indebtedness secured by a Lien
on a Person’s assets; and (viii) net obligations under hedging
arrangements (including, without limitation, derivatives) designed to protect a
Person against fluctuations in interest rates, currency exchange rates,
commodity prices or other financial transactions.


 


“Intellectual
Property Rights” means all (i) patents, patent applications, patent
disclosures and inventions, (ii) trademarks, service marks, trade dress,
trade names, logos and business names and registrations and applications for
registration thereof, together with all of the goodwill associated therewith, (iii) copyrights
(registered or unregistered) and copyrightable works and registrations and
applications for registration thereof, (iv) mask works and registrations
and applications for registration thereof, (v) computer software, data,
databases and documentation thereof, (vi) trade secrets and other
confidential information (including, without limitation, ideas, formulas,
compositions, inventions (whether patentable or unpatentable and whether or not
reduced to practice), know-how, manufacturing and production processes and
techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works, financial and
marketing plans and customer and supplier lists and other information), (vii) other
intellectual property rights and (viii) copies and tangible embodiments
thereof (in whatever form or medium).


 


“Investment” as applied to any Person means (i) any
direct or indirect ownership, purchase or other acquisition, or right to
acquire, by such Person of any notes, obligations, instruments, stock,
securities or ownership interests (including partnership interests, membership
interests and joint venture interests) of any other Person, and (ii) any
capital contribution by such Person to any other Person.


 


“Knowledge” or any derivation thereof,
including any uncapitalized use thereof, shall mean, actual knowledge of a
condition or set of facts as has been obtained from any source, including,
regardless of any common law or statutory definition of the foregoing,
information which would cause a reasonable person to inquire further.


 


“Lien” means any mortgage, deed of trust,
pledge, security interest, encumbrance, lien, charge or other restriction of
any kind whatsoever (including any conditional sale or other title retention
agreement or lease in the nature thereof), any sale of receivables with
recourse against any of the Businesses or the Acquired Assets, any filing of or
agreement to file a financing statement as debtor under the Uniform Commercial
Code or any similar statute other than to reflect ownership by a third party of
property leased


 


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to
any Seller for use in any of the Businesses or the Acquired Assets under a
lease which is not in the nature of a conditional sale or title retention
agreement.


 


“Liquor and Gaming Laws of the State of Louisiana”
shall mean the laws promulgated in the Louisiana Revised Statutes Title 27:1 et
seq., and Title 26:1 et seq., as amended from time to time and the Louisiana
Administrative Code provisions interpreting the same.


 


“Listed Devices” shall mean collectively the
Feliciana Listed Devices, the Forest Gold Listed Devices and the St. Helena
Listed Devices, together with any and all parts, spare parts, paper readers or
other equipment used therein or in support thereof and which shall be acquired
by Southern Trading Corporation or any other properly licensed designee of the
Purchaser.


 


“Material Adverse Effect” or “Material
Adverse Change” means any matter or matters which would, alone or in the
aggregate, have an adverse effect on  (i) the
financial condition, operating results, assets, liabilities, operations,
condition (financial or otherwise), business or prospects of any Seller, any of
the Businesses or any of the Acquired Assets or any Affiliate of any Seller, (ii) the
ability of any Seller or any of the Businesses to perform any of their
obligations related to the operations of the Businesses, (iii) the ability
of any of the Premises to qualify as a truck stop facility under the Liquor and
Gaming Laws of the State of Louisiana. 
Material Adverse Effect or Material Adverse Change specifically
includes, but is not limited to: (a) any violation by any Seller or any of
the Businesses, in any form and for any reason, of the Liquor and Gaming Laws
of the State of Louisiana; or (ii) the revocation or suspension, for any
period of time, of any liquor or gaming license issued by the State of
Louisiana or parish government to any Seller or any of the Businesses and used
in the operations of any of the Businesses; or (iii) the ability of any of
the Premises to qualify as a truck stop facility under the Liquor and Gaming
Laws of the State of Louisiana.


 


“Mortgages”
shall mean the Feliciana Mortgage and the Forest Gold Mortgage.


 


“Permitted
Encumbrances” shall mean:


 


(i)                                     real estate and ad valorem taxes not yet due
and payable;


 


(ii)                                  interests or title of a lessor or lessee
under any lease identified in Schedule 6.7(b); and


 


(iii)                               to the extent existing on the Closing Date hereof, those matters
contained in the Title Evidence of which Purchaser has approved under Section 3;
provided, however, Permitted
Encumbrances shall not include those Liens that Sellers are obligated to
discharge pursuant to Section 3.3(c).


 


“Person” means an individual, a partnership,
a corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization, a
governmental entity or any department, agency or political subdivision thereof
and any other entity.


 


“Premises” shall mean collectively the
Feliciana Premises, the Forest Gold Premises and the St. Helena Premises.


 


“Promissory Notes” shall mean the Feliciana
Promissory Note and the Forest Gold Promissory Note.


 


10

















 


“Purchase Price” shall mean Thirty-Three
Million Five Hundred Thousand and no/100 Dollars ($33,500,000.00); and shall be
allocated as follows: (i) Seventeen Million Nine Hundred Thousand and
no/100 Dollars ($17,900,000.00) to Feliciana for the Feliciana Acquired Assets;
(ii) Twelve Million Five Hundred Thousand and no/100 Dollars ($12,500,000.00)
to Forest Gold for the Forest Gold Acquired Assets; and (iii) Three
Million One Hundred Thousand and no/100 Dollars ($3,100,000.00) to St. Helena
for the St. Helena Acquired Assets.


 


“Purchaser” means Gameco Holdings, Inc.,
a Delaware corporation, its successors, assigns and/or designees, for each of
the Businesses.


 


“Sellers” shall mean collectively Feliciana,
Forest Gold, St. Helena, JMP and Hughes, and the term “Seller” shall
mean any one of and each of the foregoing in such capacity, and shall also
include, for all purposes hereunder, CMP.


 


“Settlement Statements” shall mean one or
more statements, signed by each of the Sellers and the Purchaser and to be
received by the Escrow Agent at or prior to the Closing, identifying all funds
to be received by the Escrow Agent at or prior to the Closing and further
identifying how and to whom all such funds are to be paid by the Escrow Agent,
such that all Acquired Assets, the Businesses and the Premises are transferred
to Purchaser and/or its designee(s) free and clear of any and all Liens
whatsoever, except for Permitted Encumbrances.


 


“St. Helena Acquired Assets” shall mean all
assets, privileges, rights, licenses, Accounts Receivables, interests and
claims (whether personal, tangible or intangible) of every type and description
used in, or held for use in, the operation of the St. Helena Business, other
than Excluded Assets.  St. Helena
Acquired Assets, include, but are not limited to, each of the following:


 


(a)                                  fee simple title (subject to Permitted
Encumbrances) in and to certain improved real property located at 30139 Hwy 16
West, Amite, Louisiana 70422 (the “St. Helena Real Property”),
consisting of approximately 5.50 acres, more or less, together with all
improvements, buildings, structures, issues, profits and rents, fixtures and
all rights pursuant to any leases, recorded or unrecorded, respecting all or
any part of the St. Helena Real Property; together with, to the extent legally
transferable, all approvals, authorizations, consents, licenses, permits,
privileges, rights, variances and waivers relating to the St. Helena Real
Property from any federal, state, parish, municipal or other governmental or
quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality having jurisdiction over the St. Helena Real
Property, if any, including, but not by way of limitation, those with respect
to building, effluent control, environmental protection, fire, foundation,
pollution control, use, utilities and zoning heretofore held by or granted to
any Seller; together with any and all easements, servitudes, rights and
privileges appurtenant thereto, including all right, title and interest of any
Seller in and to any land lying in the bed of any street, road or avenue
currently adjoining, lying across or adjacent to or to be opened or proposed in
front of or adjoining the St. Helena Real Property, and all riparian rights;
all of the foregoing being collectively referred to as the “St. Helena
Premises” and being further described in Exhibit C;


 


(b)                                 all machinery, equipment, display cases,
refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers,
furniture and other equipment, chattels and fixtures used in or supporting the
Pelican Business, including, but not limited to, those items identified on Schedule 1.1
(St. Helena Acquired Assets);


 


11

















 


(c)                                  all inventories of any kind, including raw
materials, works in process, supplies, spare parts and all goods and products
held for sale, or utilized in the creation or sale of any of the foregoing,
including, without limitation, fuel, restaurant supplies and stock, convenience
store stock, all tools, cooking utensils, pots, pans, shelving, racks,
glassware, stemware, menu stock, bar and food stuffs, including, but not
limited to, those items identified on Schedule 1.1 (St. Helena
Inventories);


 


(d)                                 all Intellectual Property Rights used in the
St. Helena Business, including the names, “St. Helena Express” or any variation
of the foregoing;


 


(e)                                  accurate copies of all books and records
relating to the St. Helena Business, including, without limitation (to the
extent such information exists and is in the possession of, any Seller): (i) lists
of all past customers and suppliers; (ii) records with respect to all
equipment, including warranties and service agreements, inventory and
machinery; (iii) any and all business plans and/or models; (iv) all
financial records and reports; (v) a list of all employees, including each
employee’s rate of pay, title, length of employment with starting date, date of
last payment prior to the Agreement Date and a detailed description of any and
all benefits each may be receiving; and (vi) all other books and records
used by any Seller in the operation of the St. Helena Business;


 


(f)                                    all approvals, authorizations, consents,
licenses, permits, registrations, certificates, privileges, rights, variances
and waivers relating to or necessary for the operation of the St. Helena
Business from any federal, state, parish, municipal or other governmental or
quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality having jurisdiction over the St. Helena Business, to
the extent the same are transferable;


 


(g)                                 all fixtures and improvements located on the
St. Helena Premises;


 


(h)                                 all goodwill of the St. Helena Business;


 


(i)                                     those Contracts related to the St. Helena
Business and identified on Schedule 6.7(b); and


 


(j)                                     the St. Helena Listed Devices which shall be
acquired by Southern Trading Corporation or any other properly licensed
designee of Purchaser.


 


“St. Helena Business” shall mean all of the
operations and business of the truck stop formerly operated on the St. Helena
Premises, including, but not limited to, its gaming operations, convenience
store, restaurant facility and its motor and diesel fuel sales.


 


“St. Helena Closing Reports” shall mean for
the St. Helena Business: (i) the semi-monthly device operator reports
generated by the St. Helena Business, showing coin-in, prize and pay out
amounts; (ii) the fuel sales reports; and (iii) Financial Statements,
in each case for the period commencing on January 1, 2005 through the
Closing Date.


 


“St. Helena Establishment License” shall mean
a Type V license to operate Devices at a qualified truck stop facility as
defined in the Video Draw Poker Devices Control Law, Louisiana Revised
Statutes, Title 27:301 et seq., and in Chapter 42 of the Louisiana Administrative
Code, both as amended from time to time, formerly held for the St. Helena
Premises.


 


12

















 


“St. Helena Listed Devices” shall mean those
Devices listed on Schedule 1.1 (St. Helena Listed Devices).


 


“Surveys” shall have the meaning given it in Section 3.4.


 


“Tax” or “Taxes” means any federal,
state, county, parish, local, foreign or other income, gross receipts, ad
valorem, franchise, profits, sales or use, transfer, registration, excise,
utility, gaming, environmental, communications, real or personal property,
capital stock, membership interest, license, payroll, wage or other
withholding, employment, social security, severance, stamp, occupation,
alternative or add-on minimum, estimated and other taxes or fees of any kind
whatsoever (including deficiencies, penalties, additions to tax or fees, and
interest attributable thereto) whether disputed or not.


 


“Tax Return” means any return, information
report or filing with respect to Taxes, including any schedules attached
thereto and including any amendment thereof.


 


 “Title
Company” shall mean Lawyers Title of Baton Rouge, Louisiana.


 


“Title Evidence” shall mean the Title Policy
and the Surveys, as defined in Sections 3.3 and 3.4, respectively.


 


1.2                                 Accounting Principles.  The
classification, character and amount of all assets, liabilities, capital
accounts and reserves and of all items of income and expense to be determined,
and any consolidation or other accounting computation to be made, and the
interpretation of any definition containing any financial term, pursuant to
this Agreement shall be determined and made in accordance with GAAP
consistently applied.


 


1.3                                 Other Interpretive Matters.  In
this Agreement, unless a clear contrary intention appears:  (a) the singular number includes the
plural number and vice versa; (b) reference to any Person includes such
Person’s successors and assigns but, if applicable, only if such successors and
assigns are permitted by this Agreement and reference to a Person in a particular
capacity excludes such Person in any other capacity; (c) reference to any
gender includes each other gender; (d) reference to any agreement
(including this Agreement and the Schedules and Exhibits hereto), document or
instrument means such agreement, document or instrument as amended or modified
and in effect from time to time in accordance with the terms thereof and, if
applicable, the terms hereof (and without giving effect to any amendment or
modification that would not be permitted in accordance with the terms hereof); (e) reference
to any applicable law means such applicable law as amended, modified, codified
or reenacted, in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder and reference to any particular provision of
any applicable law shall be interpreted to include any revision of or successor
to that provision regardless of how numbered or classified; (f) reference
to any Article, Section or Exhibit means such Article or Section hereof
or such Exhibit hereto; (g) “hereunder,” “hereof,” “hereto” and words
of similar import shall be deemed references to this Agreement as a whole and
not to any particular Section or other provision hereof; and (h) “including”
(and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term.


 


1.4                                 References to Time.  Any
and all references to a specific time on the Closing Date shall be deemed to
mean that specific time as measured in Baton Rouge, Louisiana.


 


13

















 


Section 2.                                            Purchase of Assets and Closing.


 


2.1                                 Purchase and Sale of the Acquired Assets.


 


(a)                                  At the Closing, subject to the terms and
conditions contained in this Agreement, the Sellers, as applicable, shall sell,
assign, set-over, convey, deliver and transfer to the Purchaser, or its
designee, free and clear of any and all Liens and whatsoever, excepting only
Permitted Encumbrances, and the Purchaser shall purchase from the Sellers all
of their right, title and interests in and to the Acquired Assets for the
Purchase Price.


 


(b)                                 Within
ten (10) days following the execution of this Agreement by all parties
hereto, the Purchaser shall deliver the Deposit to the Escrow Agent.  The Deposit shall be applied as a credit
toward the Purchase Price by the Escrow Agent at the Closing.  In the event Purchaser shall terminate this
Agreement for any reason prior to the Closing Date, upon notice to the Escrow
Agent and the Sellers of the Purchaser’s election to terminate this Agreement,
the Escrow Agent shall promptly release the Deposit to the Purchaser.


 


(c)                                  Notwithstanding
anything contained in this Agreement to the contrary, the Purchase Price shall
be paid as follows:


 


(i)                                     Twenty-Six
Million Five Hundred Thousand Dollars ($26,500,000.00), less the Deposit, the
Credit and less any applicable prorations or credits due the Purchaser and plus
any applicable prorations or credits due the Sellers, shall be paid, in
immediately available funds, via wire transfer at Closing (the “Cash Portion of
the Purchase Price”);


 


(ii)                                  Seven
Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to
be delivered at the Closing.  The
Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form
of such mortgage shall be subject in all respects to the reasonable approval of
the Purchaser’s lender; and (B) the Guaranty, each of which shall be
delivered at the Closing; and


 


(iii)                               Sellers
agree to execute such additional documents evidencing: (i) the
subordination of the Promissory Notes and the Mortgages under such terms and
subject to such conditions as shall be reasonably required by the Purchaser’s
lender and subject to the Seller’s reasonable review and approval; and (ii) the
transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also
owns all of the assets of the applicable Business so transferred.


 


(d)                                 The
Closing of the purchase and sale of the Acquired Assets shall take place at the
offices of the Title Company or at such other place as may be mutually
agreeable to the Sellers and the Purchaser. 
The parties and/or their respective agents shall gather at the Title
Company on the day prior to Closing to review all closing documents and the
Settlement Statements.  At the Closing,
upon payment of the Purchase Price, the Sellers shall deliver to the Purchaser
the Acquired Assets, together with such acts of cash sales, bills of sale,
assignments, certificates, resolutions, transfer powers, deed(s) and other documents
and instruments of conveyance as shall be reasonably satisfactory to the
Purchaser and its counsel to transfer ownership of the Acquired Assets to
Purchaser or its designee, including, but not limited to, those items
identified in Section 10 below.


 


(e)                                  Each of the Sellers acknowledges and agrees
that Purchaser will pay and deliver the entire Purchase Price pursuant to the
Settlement Statements at the Closing and that payment of the


 


14

















 


Purchase
Price pursuant to the Settlement Statements shall satisfy any and all of the
Purchaser’s obligations for payment of the Purchase Price hereunder to all of
and each of the Sellers.  Each of the
Sellers acknowledges and agrees that the payment of the Purchase Price pursuant
to the Settlement Statements has separate and direct economic benefit to each
of them, and that such payment is appropriate consideration and reasonably
related to the value of the interests each party is transferring hereunder.


 


(f)                                    Two
Hundred Thousand and no/100 Dollars ($200,000.00) of the Purchase Price is
specifically allocated as payment to the foregoing entities and individuals as
consideration for their obligations and covenants under Section 11.21
below.  The parties acknowledge and agree
that this allocation is a reasonable allocation given the entities’ and the
individuals’ and their relative abilities and experience in the gaming
industry.


 


2.2                                 Closing.  The sale and transfer of the
Acquired Assets from the Sellers to the Purchaser (or Purchaser’s designee, as
applicable) (the “Closing”), pursuant to the terms and subject to the
conditions of this Agreement, shall take place on a date determined by the
Purchaser upon at least ten (10) days prior notice to the Sellers; provided, however, in no event shall such date be later than
July 15, 2006 (the “Closing Date”).


 


2.3                                 Non-Assumption of Liabilities by Purchaser.  The
Purchaser does not assume and shall not be liable for any of the debts,
obligations, expenses, claims, liabilities or commitments, of any nature
whatsoever (collectively, the “Obligations”) of any of the Sellers,
whether arising prior to, on or after the Closing, including, but not limited
to Obligations arising from or related to the Sellers’ ownership and/or
operation of the Acquired Assets, the Premises and/or any of the
Businesses.  Each of the Sellers agrees
that all Obligations (other than Obligations under the Assumed Contracts that
accrue after the Closing) which arise and/or accrue after the Closing, shall
remain the obligations of the Sellers, as applicable.  The Sellers jointly, severally, and in
solido, do hereby indemnify, defend and hold Purchaser harmless from and
against any and all claims, losses, expenses, damages or liabilities asserted
against or suffered by Purchaser (including reasonable attorneys’ fees and
costs) arising out of or resulting from the Obligations, except for Obligations
arising under the Assumed Contracts that accrue after the Closing.


 


2.4                                 Release of Interests.  As
of the Closing, each of the Sellers agrees and does hereby, for themselves,
their owners, shareholders, members, directors, officers, employees and agents,
release any and all interests any of them may have in the Acquired Assets
and/or the Premises or the operation of any of the Businesses, and each of them
shall deliver to the Escrow Agent at Closing such documents and instruments as
may be reasonably acceptable to the Purchaser and its counsel evidencing said
releases.


 


2.5                                 Release of Funds.


 


(a)                                  Upon completion of the transfers and
deliveries described in Sections 2.1, 2.2, 
2.3, and 2.4 above and completion of the requirements of Section 10,
the Escrow Agent shall deliver the Purchase Price as directed on the Settlement
Statements.  Any fees charged by the
Escrow Agent for its services hereunder shall be shared equally between the
Purchaser and Sellers, with the Purchaser paying one-half (1/2) of such fees
and the Sellers being jointly and severally responsible for the remaining
one-half (1/2) of such fees.


 


(b)                                 Notwithstanding
the foregoing, the parties agree that this Agreement and the Closing Date shall
be subject to the following suspensive conditions: the date of the receipt by
the Purchaser of the funds from any financing being used to purchase the
Acquired Assets, including, but not limited to, any publicly traded debentures
(the “Funds”).  If the Funds have not
been received as of the Closing Date,


 


15

















 


the Closing Date shall be
extended from day to day for no more than thirty (30) Business Days until the
third (3rd) day following the date each suspensive condition is
satisfied or waived.  In such an event,
the Sellers shall continue to operate the Businesses and the gaming and other
operations thereof in accordance with the requirements of this Agreement.  Notwithstanding the foregoing, nothing
contained in this paragraph shall delay the Closing for more than thirty (30)
Business Days, after which time this Agreement shall be deemed terminated.


 


Section 3.                                            Due
Diligence.  Beginning on the
Agreement Date and continuing to and including the Closing Date, Purchaser
shall have the right to perform the following due diligence pursuant to the
terms and conditions hereof.


 


3.1                                 General
Testing and Inspections.


 


(a)                                  Following
the Agreement Date, Purchaser shall have the right to conduct such engineering,
environmental, general business and feasibility studies inspections, reviews,
testing and audits of the Acquired Assets, the Premises and the Businesses and
their assets, liabilities, operations (including gaming operations and
records), financial performance and affairs as Purchaser deems necessary,
including soil tests, borings, drainage tests and similar tests on any land or
improvement owned by the Sellers and used in the Businesses, and audits and
reviews of all of the Business’s or Sellers’ financial and business records,
operations, documents and instruments. 
Such studies shall be conducted by Purchaser and its agents at the
Purchaser’s sole cost and expense.


(b)                                 Subject to reasonable advance notice, the
Sellers agree to allow Purchaser and/or its agents access to all assets,
records, documents and instruments of the Businesses or the Acquired Assets to
conduct such studies inspections, reviews, testing and audits, provided such access
shall not unreasonably interfere with the activities of the Sellers.  Purchaser shall save, defend, indemnify and
hold the Sellers harmless from and against all claims, lawsuits, judgments,
losses, liabilities or expenses of any kind or nature which may be asserted
against or incurred by the Sellers as the result of the examination, tests,
audits or studies of the Acquired Assets, the Premises or the Businesses by the
Purchaser or any of its manager’s, members, employees, agents, contractors or
designees (excluding the discovery of any preexisting condition on the
Premises).


3.2                                 Zoning.  Prior to Closing, Purchaser
shall have confirmed that each of the Premises and the current and intended
uses of each thereof will be in compliance, as of the Closing Date, with all
applicable building and zoning codes and any restrictions unique thereto.


 


3.3                                 Title Commitment; Defects.


 


(a)                                  Within thirty (30) Business Days following
the Agreement Date, the Purchaser shall cause the Title Company to issue and
deliver its commitment (the “Commitment”) for issuance of an ALTA Owners
Fee Policy (Form B - revised 10-17-70) of title insurance covering each of
the Premises in the full amount of the Purchase Price with values allocated per
Premises as determined by Purchaser, which Commitment shall show insurable fee
title to each of the Premises to be vested in one or more of Sellers, subject
only to the Permitted Encumbrances. 
Copies of the Commitment together with copies of each document affecting
title to any of the Premises referenced therein, except for monetary
encumbrances which are to be released at Closing, shall be delivered to
Purchaser by the Title Company.  The cost
and expense of the Commitment, the Title Policy and any premiums associated
therewith shall be borne solely by the Purchaser.


 


16

















 


(b)                                 Purchaser shall notify the Sellers of
Purchaser’s disapproval of any matter contained in the Title Evidence within
twenty (20) days following its receipt of all of the Title Evidence.  If the Title Evidence is not satisfactory to
Purchaser (collectively, “Defects”), those Defects shall, as a condition
to Purchaser’s obligations under this Agreement, be cured or removed from the
Title Evidence within the earlier of: (i) thirty (30) days after notice to
Sellers of the item of Title Evidence disclosing the Defects; or (ii) the
Closing Date.  If Sellers elect not to
cure and remove all Defects, this Agreement may be terminated, at Purchaser’s
sole election, by written notice given to Seller within five (5) days
after expiration of the period allowed for cure, in which event no party hereto
shall have any further obligation to any other party hereunder except for
Purchaser’s obligations under Section 3.1, and the deposit shall be
returned to the Purchaser, or Purchaser may, at Purchaser’s sole election,
waive such uncured Defects and proceed to close this transaction without
off-set or deduction, in which case all uncured Defects that have been waived
shall thereupon be deemed to be Permitted Encumbrances for all purposes under
this Agreement.


 


(c)                                  Notwithstanding any provision of this
Agreement to the contrary, Sellers 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 Purchaser, any Defect which is a Lien for the
payment of money only (except real estate and ad valorem taxes and assessments
which shall be prorated in accordance with Section 10), 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 which arose as the result of the act or violation of any of
the Sellers or anyone claiming by, from, through or under any of the Sellers.


 


(d)                                 It shall be a condition precedent to
Purchaser’s obligation to consummate the transactions contemplated hereby that
the Title Company can and will, upon filing the instruments for conveyance of
record, issue its ALTA Owner’s Fee Policy (Form B revised 10-17-70) of
title insurance (the “Title Policy”) in the full amount of the Purchase
Price, at standard rates, insuring Purchaser’s 
fee simple, title to each Premises subject only to the Permitted
Encumbrances, and without the exception for certain of the standard printed
exceptions (encroachments, tenants-in-possession, overlaps, boundary line
dispute, or any other matters which would be disclosed by an accurate survey or
inspection of each Premises, easements, servitudes or claims of easements or
servitudes not shown by the public records, or any lien or right to a lien for
services, labor or materials furnished to any of the Premises, imposed by law,
and not shown by the public records), unless and except to the extent that any
such matters included in the so-called standard printed exceptions have been
approved or waived by Purchaser.  Each
Seller with an interest in any of the Premises agrees to execute and deliver to
the Title Company such affidavits and instruments as may be reasonably required
to permit the Title Company to issue the Title Policy in the form required by
this subsection and to provide a copy of such affidavits and instruments
to Purchaser.


 


3.4                                 Survey.  Within ten (10) days of
the Agreement Date, the Sellers shall deliver to the Purchaser all surveys of
each of the Premises in the possession of any of the Sellers, together with
copies of all reports, documents, notices, citations or records of any type or
form in the possession of any of the Sellers relating to or identifying:  (i) any physical deficiency in any of
the Premises; (ii) any adverse effect on any of the Premises, including,
but not limited to, any records, notices or citations relating to or concerning
any aspect of the environmental condition of any of the Premises; or (iii) a
change in the current zoning, accessibility, physical characteristics,
insurability, damage, condemnation, takings of or to any portion of any of the
Premises.  In addition, prior to the
Closing Date, Purchaser may cause a registered surveyor or professional
engineer to prepare surveys (collectively, the “Surveys”) in form
sufficient to enable the Title Company to delete from the Title Policy the
so-called standard exception for


 


17

















 


matters
disclosed by an accurate survey.  A
perimeter legal description of each of the Premises as prepared by such
surveyor or engineer shall be used to describe the Premises in the acts of cash
sale used at the Closing.  The cost and
expense of such Surveys shall be borne by the Purchaser.  In the event the Surveys disclose any
encroachments, overlaps, boundary line disputes or any other matter affecting
title to any of the Premises or which violates any law, rule or regulation
or is otherwise unacceptable to the Purchaser, such matter(s) shall be
considered to be Defect(s) and the relative rights and obligations of the
parties with respect thereto shall be governed by the provisions of Section 3.3
hereof.


 


3.5                                 Environmental Matters.


 


(a)                                  Within ten (10) days of the Agreement
Date, Sellers shall deliver to Purchaser copies of all environmental
inspections and/or audit reports obtained by or on behalf of any Seller from
one or more third-party environmental evaluation and/or consulting firms with
respect to each of the Premises.


 


(b)                                 Purchaser,
at its sole election, may cause an environmental evaluation and/or consulting
firm (the “Consultant”) selected by Purchaser to conduct an
environmental inspection and audit of the Premises (the “Audit”), including,
but not limited to, a Phase I, II or III site assessment study.  The cost and expense of such Audit shall be
borne by the Purchaser.  Purchaser and
each Seller shall cooperate in an attempt to achieve the result that the Audit
is performed as soon as practicable and is completed no later than sixty (60)
days from the Agreement Date, and shall assist the Consultant in designing the
parameters of the Audit which shall include without limitation a view of the
Premises, inquiry into present and past uses of the Premises, review of records
of the United States Environmental Protection Agency, the Louisiana Department
of Environmental Quality, or other governmental entity having jurisdiction
relating to environmental matters, field observations, determination of the
integrity of any above-ground and underground storage or process tanks, and
such additional investigation and testing as Purchaser and the Consultant shall
agree are appropriate to determine if the Premises have been contaminated by,
or contain any pollutant, industrial or other waste, or toxic or hazardous
waste, substance or material, including, but not limited to, those defined,
registered or listed as such pursuant to the Louisiana Revised Statutes,
Comprehensive Environmental Response Compensation and Liability Act or the
Toxic Substances Control Act and any lead paint, asbestos or
asbestos-containing material (“environmental condition”).  In addition to providing any information
reasonably requested by the Consultant, each Seller shall cooperate with
Purchaser and the Consultant throughout the course of the Audit and shall
cooperate in any other way reasonably requested by Purchaser or the
Consultant.  Promptly upon completion of
the Audit, the Consultant shall deliver a copy of the Audit to Purchaser and
Sellers.


 


3.6                                 Other Records and Documents.


 


(a)                                  In addition to the foregoing, each of the
Sellers, as applicable, agrees to deliver to the Purchaser, within twenty (20)
days of the Agreement Date, a full and accurate list and a copy of each of the
following to the extent such copies are in the possession or control of any of
the Sellers:


 


(i)                                     copies of any and all deeds, certificates of
title, liens, encumbrances, deeds of trust, mortgages, judgments, rights-of-way
or easements, servitudes, covenants, conditions or restrictions, other
exceptions or matters relating to or affecting any real or personal property
used in any of the Businesses;


 


(ii)                                  all
reciprocal easement/servitude agreements and similar agreements which are in


 


18

















 


effect with any other
interested party with respect to any of the Premises or any of the Businesses;


 


(iii)                               copies
of all certificates of occupancy, zoning variances, licenses, permits,
authorizations and approvals relating to any of the Premises or any of the
Businesses from any authority having jurisdiction over any of the Premises or
any of the Businesses, together with any other notices and agreements related
thereto, including, but not limited to, any and all gaming, occupational and
liquor licenses and permits and renewals of the same or applications therefor;


 


(iv)                              to the extent not already required above, copies of any and all
environmental permits, notices, demands, action letters, reports, assessments,
audits, directives from any local, parish, state or federal agency,
documentation of any environmental matter related to any of the Premises;
identification of which portion of each of the Premises has ever been or is now
being used for the storage, generation, treatment, manufacture, disposal or
release of any “hazardous substance” as defined by the Comprehensive
Environmental Response Compensation and Liability Act, identification of all
waste disposal sites and the location of all underground storage tanks or lines,
whether in use or abandoned; a summary of all environmental testing done by any
of the Sellers or their lender(s); and identification of any event of
non-compliance with any Environmental and Safety Requirements;


 


(v)                                 copies of all real estate, personal property,
fuel and ad valorem taxes, assessments, general and special, bills and returns,
gaming and liquor license fees and renewals and any and all notices of
delinquencies and assessments of the same for any of the Businesses received by
any of the Sellers within the twenty-four (24) month period preceding the
Agreement Date;


 


(vi)                              copies of any and all leases affecting any of the Premises or any of
the Businesses in any manner;


 


(vii)                           copies of all fuel sales reports whether maintained for the sole use of
any of the Businesses or submitted to any federal, state or local governmental
agency and continuing for each calendar month following the Agreement Date to
be delivered within five (5) days of the close of each calendar month;


 


(viii)                        copies of the Financial Statements (per calendar month) for each of the
months commencing January 1, 2004 through the Agreement Date for each of
the Businesses, showing the results of operation of every aspect of each of the
Businesses and continuing for each calendar month following the Agreement Date
to be delivered within ten (10) days of the close of each calendar month;


 


(ix)                                copies of any and all Contracts affecting any of the Premises or any of
the Businesses in any manner; and


 


(x)                                   all other documents and information under the
control or possession of any of the Sellers and reasonably requested by the
Purchaser.


 


Section 4.                                            Termination.  Notwithstanding anything
contained in this Agreement to the contrary and in addition to any other rights
of termination of the Purchaser under this Agreement, if on or before the
Closing Date any of the studies, Title Evidence, Survey, audits, reviews or
other activities performed pursuant to Sections 3.1, 3.2, 3.3, 3.4, 3.5 or
3.6, or any other information, however and whenever gathered or obtained
(including information related to Purchaser’s financing), shall reveal
information or conditions, unacceptable to the Purchaser, in its sole
discretion, then Purchaser shall have the option to terminate this Agreement by
giving written notice to the Sellers. 
Upon the giving of such notice, this Agreement shall terminate and
thereafter be null and void and of no further force and effect.


 


19

















 


Thereafter,
no party hereto shall have any further obligations to any other party hereunder
and the Deposit shall be returned to the Purchaser.


 


Section 5.                                            Conditions
Precedent.  Concurrently with the
Closing and as a condition precedent thereto, Purchaser, or its designee, at
its sole discretion, shall have entered into: (i) an Employment Agreement
with Chad Tate, in a form mutually acceptable to both the Purchaser and Mr. Tate;
and (ii) a deed restriction(s) covering the real property described
therein, as shall be mutually agreeable to both the Sellers and the Purchaser.


 


Section 6.                                            Representations
and Warranties of the Sellers  As a
material inducement to the Purchaser to enter into this Agreement and for
Purchaser to purchase the Acquired Assets hereunder, each of the Sellers does
hereby, jointly, severally and in  solido represent and warrant to
the Purchaser as follows:


 


6.1                                 Organization,
Power , Licenses and Capitalization


 


(a)                                  Each
of the Sellers is duly formed, validly existing and in good standing under the
laws of the States of their respective formation and is qualified to do
business in Louisiana and every other jurisdiction in which its ownership of
property or the conduct of business requires it to qualify. Each of the Sellers
possesses all requisite power and authority, and all licenses, permits and
authorizations necessary, to own and operate its properties, to carry on its
businesses as now conducted and to carry out the transactions contemplated by
this Agreement.  None of the Sellers is
in violation of any of the provisions of its organizational or governance
documents.


 


(b)                                 The
Sellers, as applicable, own one hundred percent (100%) of all right, title and
interest in and to the Acquired Assets, free and clear of any Liens, excepting
only the Permitted Encumbrances, with full, valid, unencumbered organizational
power and authority to convey the same. 
There are no preemptive rights or rights of first refusal with respect
to the transfer of any of the Acquired Assets. 
The Acquired Assets are substantially all of the assets used in the
operation of the Businesses.  No other
assets are necessary or required to operate the Businesses, except those
described on Schedule 6.1(b) hereto.


 


(c)                                  Any
individuals who have any spousal or dower rights in any of the Acquired Assets,
the Premises or the Business, under any federal, state or local law, including,
but not limited to, Louisiana Civil Code Article 2531, have joined in the
execution of this Agreement and have consented to the transfers contemplated
herein and upon such transfers shall have waived any and all interests, rights
or titles they may have in and to the Acquired Assets, the Premises or the
Business.


 


(d)                                 The
individuals signing this Agreement on behalf of another Person have been duly
authorized and have full power and authority to bind the same.  The Individuals signing this Agreement on
their own behalves are of full legal capacity and this Agreement upon such
execution shall be fully enforceable against the same.


 


6.2                                 Affiliates;
Subsidiaries; Investments.  There are
no Affiliates of the Sellers or other Persons which own, of record or
beneficially, any direct or indirect equity, Investment or other interest or
any right (contingent or otherwise) to acquire the same, or in which the
Sellers otherwise participate, which would have any interest in the Businesses,
the Premises or the Acquired Assets following the Closing, excepting only
the  interests of the respective
counterparties under the Assumed Contracts.


 


6.3                                 Authorization;
No Breach.  The execution, delivery
and performance of this Agreement


 


20

















 


and all other agreements,
instruments and transactions contemplated hereby and thereby to which any of
the Sellers is a party have been duly authorized by all requisite
organizational approvals.  This Agreement
and all other agreements and instruments contemplated hereby to which any of
the Sellers is a party each constitutes a valid and binding obligation of each
such Seller enforceable against each Seller in accordance with its terms.  None of the Sellers, as of the Agreement
Date, is the subject of any federal, state or local bankruptcy or
reorganization proceedings or actions. 
Assuming the payment of all Liens by the Sellers at the Closing, the
execution and delivery by each of the Sellers of this Agreement and all other
agreements and instruments contemplated hereby to which any of the Sellers is a
party, the offering and sale of the Acquired Assets hereunder and the
fulfillment of and compliance with the respective terms hereof by each of the
Sellers does not and shall not: (i) conflict with or result in a breach of
the terms, conditions or provisions of, (ii) constitute a default under, (iii) result
in the creation of any Lien or Indebtedness upon the Acquired Assets or the
Premises pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or
other action by or notice or declaration to, or filing with, any third party,
court or administrative or governmental body or agency pursuant to, the
organizational or governance documents of any of the Sellers that is an entity,
or any law, statute, rule or regulation to which any of the Sellers is
subject or any agreement, instrument, order, judgment or decree to which any of
the Sellers or their respective assets are subject, other than: (a) appropriate
notifications to the Louisiana State Police and Louisiana gaming authorities of
the consummation of the transfers contemplated by this Agreement;  (b) appropriate licensure and/or
findings of suitability of the transferee of the Listed Devices by the
Louisiana Gaming Control Board; and (c) appropriate consents by the
counter parties to the Assumed Contracts.


 


6.4                                 Closing
Reports and Absence of Liabilities.


 


(a)                                  The
Closing Reports, attached hereto as Schedule 6.4(a) are: (i) true,
accurate and complete; (ii) contain the same information as has been
actually filed with the Louisiana State Police; and (iii) are (or, in the
case of recent Closing Reports that have not yet been posted, will be when
posted in the normal course of business) reflected in the books and records of
the applicable Sellers, and fairly and accurately present the financial
condition of the Businesses as of the dates thereof.  The Closing Reports shall be updated on and
as of the Closing Date and shall be true, accurate and complete and consistent
with any and all filings with any federal, state or local authorities or
agencies as of the most recent reporting date prior to the Closing Date.


 


(b)                                 None of the Sellers has:


 


(i)                                     any liabilities or Indebtedness (whether
accrued, absolute, contingent, unliquidated or otherwise, whether due or to
become due, whether known or unknown, and regardless of when asserted) which
will remain a Lien upon any of the Businesses or any of the Acquired Assets
following the Closing hereof, nor which will become a liability or obligation
of the Purchaser on or after the Closing, other than the Assumed Contracts; or


 


(ii)                                  made any Capital Expenditures for which any
of the Businesses or any of the Acquired Assets shall retain any liability or
obligation, in any form, after the Closing Date; or


 


(iii)                               issued: (a) any notes, bonds or other debt securities which will
remain or become an obligation of any of the Acquired Assets, any of the
Businesses or the Purchaser on or after the Closing Date, or (b) any
shareholder/partner/owner/member interests or other equity securities,
membership interests, partnership interests or any securities convertible,
exchangeable or


 


21

















 


exercisable into any ownership interests in any of
the Acquired Assets or any Business; or


 


(iv)                              made any loans or advances to, guarantees for the benefit of, or any Investments
in any of the Businesses or any of the Acquired Assets, that will remain a Lien
upon or an obligation of any of the Businesses or any of the Acquired Assets
after the Closing Date; or


 


(v)                                 any knowledge of or caused any of the
Businesses or any of the Acquired Assets to suffer any damage, destruction or
casualty loss which has had or may in the future have a Material Adverse
Effect, whether or not covered by insurance.


 


6.5                                 No
Adverse Change.  Except as set forth
on Schedule 6.5, from January 1, 2004 to and through the
Agreement Date, there has not been any Material Adverse Change in the operating
results, operations, condition (financial or otherwise), prospects, employee
relations or customer or supplier relations of any of the Businesses or any of
the Acquired Assets, as applicable.  From
the Agreement Date to and through the Closing Date, the Sellers shall promptly
give Purchaser notice of any Material Adverse Change in the operating results,
operations, condition (financial or otherwise), prospects, employee relations
or customer or supplier relations of any of the Businesses or any of the
Acquired Assets, as applicable.


 


(a)           Absence of Undisclosed Liabilities.  No Seller nor any Affiliate has any
obligation or liability related to any of the Businesses or the Acquired Assets
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due
or to become due and regardless of when asserted) arising out of transactions
entered into at or prior to the Closing, or any action or inaction at or prior
to the Closing, or any state of facts existing at or prior to the Closing,
other than liabilities set forth on the Closing Reports.


 


(b)                                 Business
Property.  The Sellers, as
applicable, have good, valid and marketable title to all Acquired Assets,
including personal property, interests in properties and assets, owned,
licensed or leased by them, free and clear of any Lien other than Permitted
Encumbrances, and have full power and authority to convey and transfer same.  The Premises shall constitute all of the real
property and improvements used in or necessary for the operations of any of the
Businesses as of the Closing Date.


 


6.6                                 Tax
Matters.  Subject to the undertakings
described in Section 10(i) below, the Purchaser shall have no
liability for or exposure to any Taxes arising from the operation(s) of any of
the Businesses or the Acquired Assets prior to the Closing Date.  All necessary and required Tax Returns have
been or will be timely filed and are correct in all material respects as to the
amount of tax owed and have been prepared in compliance with all applicable
laws and regulations in all respects; each of the Sellers has paid all Taxes
due and owing by any of them (whether or not such Taxes are required to be
shown on a Tax Return) and have withheld and paid over to the appropriate
taxing authority all Taxes which it or they are required to withhold from
amounts paid or owing to any employee, member, owner, creditor or other third
party; none of the Sellers has waived any statute of limitations or
prescriptive period with respect to any Taxes or agreed to any extension of
time with respect to any material Tax assessment or deficiency; as of the
Agreement Date, no foreign, federal, state, parish or local tax audits or
administrative or judicial proceedings relating to Taxes are pending or being
conducted with respect to any of the Businesses or any of the Acquired Assets;
no information related to Tax matters has been requested by any foreign,
federal, state or local taxing authority and no written notice indicating an
intent to open an audit or other review has been received by any of the Sellers
from any foreign, federal, state, parish or local taxing authority.  Upon consummation of the transactions
contemplated in this Agreement, all Taxes arising from or related to any of the
Acquired Assets and arising or accruing after the Closing Date shall be the
sole


 


22

















 


responsibility of the
Purchaser.


 


6.7                                 Contracts
and Commitments.


 


(a)                                  To
the knowledge of each of the Sellers and except as listed on Schedule 6.7(a),
there are no agreements, contracts, leases, licenses, commitments or
instruments (including any and all amendments thereto) (collectively, the “Contracts”)
to which any of the Businesses are a party or by which any of the Businesses or
any of the Acquired Assets are bound or subject.


 


(b)                                 Each
of the Sellers agree to execute and deliver on the Closing Date such documents
and instruments as are necessary and reasonably acceptable to the Purchaser and
Purchaser’s counsel to completely transfer, set-over and assign to the
Purchaser those Contracts and only those Contracts listed on Schedule 6.7(b) (the
“Assumed Contracts”).   Except as
otherwise expressly noted on Schedule 6.7(b), each Assumed Contract
listed on Schedule 6.7(b) is in full force and effect and
constitutes a legal, valid and binding obligation of each of the Businesses,
assignable to the Purchaser hereunder upon Purchaser’s written consent to
assume the same.  Except as otherwise
expressly noted on Schedule 6.7(b), no such Contract is in default
or breach (with or without the giving of notice or the passage of time or both)
and no other party thereto is in material default or breach of any such
Contracts and the Seller under each such Contract is or will be as of the
Closing Date timely in its payments of any and all sums due under each such
Contract.


 


6.8                                 Litigation.


 


(a)                                  Except as set forth on Schedule 6.8,
there are no actions, suits, proceedings, orders, investigations or claims
pending or, to the knowledge of any of the Sellers, threatened against or
affecting any of the Businesses or any of the Acquired Assets or pending or
threatened by any of the Sellers against any third party, at law or in equity,
and affecting in any manner any of the Businesses or any of the Acquired Assets
or the prospects thereof, before or by any federal, foreign, state, parish or
local court, governmental department, commission, board, bureau, agency or
instrumentality (including any actions, suits, proceedings or investigations
with respect to the transactions contemplated by this Agreement).  Except as set forth on Schedule 6.8,
none of the Sellers nor any of their respective Affiliates involved in the
operation of any of the Businesses, are subject to any arbitration proceedings
or any governmental investigations or inquiries by any governmental entity in
the State of Louisiana (including inquiries as to the qualification to hold or
receive any license or permit, including, but not limited to, the right to have
Devices, to sell liquor and/or sell or store petroleum products or
by-products); and, to the knowledge of each of the Sellers, there is no basis
for any of the foregoing other than the items described on Schedule 6.8.  None of the Sellers nor any of their
respective Affiliates is subject to any judgment, order or decree of any court
or other governmental agency, and none has received any written opinion or
memorandum from legal counsel to the effect that it or they are exposed, from a
legal standpoint, to any liability which may involve or be related, in any
manner, to any of the Businesses or any of the Acquired Assets.


 


(b)                                 The
Sellers do, jointly and severally, hereby indemnify, defend and hold harmless
the Purchaser, and its owners, shareholders, members, directors, managers,
officers, employees, agents, successors and assigns, from and against any and
all expenses, claims, fees, fines, damages or losses, including reasonable
attorney’s fees, which the Purchaser may suffer as a result of any litigation
matter, claim, investigation or choses in action existing or accruing as of the
Closing Date (whether or not set forth on Schedule 6.8) or arising
or filed at anytime and related, in any manner, to the operation of the
Businesses or ownership of the Acquired Assets by the Sellers (each, a “Litigation
Matter”).  Purchaser shall have the
right, at its sole election, to participate in the defense of any Litigation
Matter, including,


 


23

















 


but not limited to,
requiring the defense to be conducted by legal counsel of its choice.


 


6.9                                 Brokerage.  There are no claims for brokerage
commissions, finders’ fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon any of the Sellers.


 


6.10                           Insurance.


 


(a)                                  All
assets, properties and risks of each of the Businesses and the Acquired Assets
are, and for the period of their operation and/ownership by any of the Sellers
have been, covered by valid and currently effective insurance policies or
binders of insurance (including general liability and property insurance)
issued in favor of the applicable Sellers, in each case with responsible
insurance companies, in such types and amounts and covering such risks as are
consistent with customary practices and standards of companies engaged in
businesses and operations similar to those of the Businesses and, except to the
extent such coverage is terminated prior to midnight on the Closing Date as a
result of one or more of the transfers of tangible property to the Purchaser on
the Closing Date contemplated by this Agreement, such coverage shall continue
through midnight of the Closing Date.  No
policies of insurance shall be assigned to the Purchaser, nor continued after
midnight of the Closing Date by any of the Sellers.  All refunds or costs associated with the
cancellation of such policies shall be the sole asset of and responsibility of
the applicable Seller entitled to receive same.


 


(b)                                 In
the event that any of the Acquired Assets or any portion of the Businesses are
damaged or otherwise the subject of a casualty or condemnation prior to the
time the relevant Acquired Assets or Business is transferred to Purchaser on
the Closing Date, and the reduction in the fair market value of any individual
Acquired Asset or any individual Business as a result of the casualty or
condemnation exceeds Two Million and 00/100 Dollars ($2,000,000.00), then
either the Purchaser or Sellers shall have, in their sole, independent
discretion, the right to terminate this Agreement.  If the reduction in the fair market value as
a result of any casualty or condemnation is less than Two Million and 00/100
Dollars ($2,000,000.00) only the Purchaser shall have the right to elect to
terminate this Agreement upon written notice to the Sellers.  If following a condemnation or casualty that
occurs prior to the time the relevant Acquired Asset or Business is transferred
to Purchaser on the Closing Date, neither party elects to terminate this
Agreement then Purchaser shall proceed to close without any reduction in the
Purchase Price and any and all insurance proceeds and the right to contest or
make a claim for the same shall become the property of the Purchaser on the
Closing Date and the applicable Sellers shall not have any right, title or
interest in or to the same and do hereby relinquish any and all interest
therein; provided, however, each
of the foregoing shall fully cooperate in assigning and securing,
notwithstanding anything to the contrary contained in this Agreement, any and
all insurance proceeds on behalf of the Purchaser.  In the event Purchaser or the applicable
Seller shall elect to terminate this Agreement pursuant to this Section 6.10(b),
this Agreement shall thereafter be null and void and of no further force and
effect and no party hereto shall have any further obligation or liability
hereunder and the deposit shall be returned to the Purchaser.


 


6.11                           Transactions
with Affiliates.  Except as disclosed
on Schedule 6.11 or as otherwise provided for herein, none of the
Businesses have any outstanding contracts, agreements, loans, obligations,
debts or other legally binding arrangement with any of the Sellers or any of
their respective Affiliates that will survive the Closing.


 


24

















 


6.12                           Employees,
Officer and Directors.


 


(a)                                  None
of the Sellers, on behalf of any of the Businesses, have ever maintained or
contributed to, any employee benefit plan (as defined in Section 3(3) of
ERISA) or any bonus, incentive, retirement, deferred compensation, retiree
medical or life insurance, supplemental retirement, severance or other benefit
plans, programs or arrangements, or any termination, severance or other
contracts or agreements relating to employees. 
No Seller has any employment agreements other than oral at-will
employment agreements, and there exists no employee benefit plan for which the
Sellers could incur liability on behalf of any of the Businesses under Section 4069
of ERISA in the event such plan has been or were to be terminated.  Any employee of any of the Businesses may be
terminated without cause at any time for any lawful reason without obligation
on the part of any of the Sellers to make any payment therefor.


 


(b)                                 Nothing
contained in this Agreement shall prohibit the Purchaser, or its designee, from
entering into an employment relationship under such terms and conditions as are
acceptable to the Purchaser, with any employee, manager or agent of any of the
Businesses.


 


(c)                                  The
Feliciana Business, as of the Agreement Date, has approximately Twenty-Seven
(27) employees.


 


(d)                                 The
Forest Gold Business, as of the Agreement Date, has approximately Twenty-One
(21) employees.


 


(e)                                  The
St. Helena Business, as of the Agreement Date, has approximately Twelve (12)
employees.


 


6.13                           Labor
Matters.  Except as set forth in Schedule 6.13,
one or more of the Sellers employ all personnel working at any of the Premises
or in any of the Businesses conducted from any of the Premises and none of the
foregoing is a party to any collective bargaining or other labor union contract
applicable to persons employed for the benefit of any of the Businesses, and no
collective bargaining agreement is being negotiated by any of the Sellers.  None of the Sellers or their Affiliates have
knowledge of any activities or proceedings (a) involving any unorganized
employees of any of the Businesses seeking to certify a collective bargaining
unit or (b) of any labor union to organize any of the employees of any of
the Businesses.  There is no labor
dispute, strike or work stoppage against any of the Sellers affecting or
threatening to affect any of the Businesses pending or threatened which may
interfere with the operation of any of the Premises or any of the Businesses.


 


6.14                           Compliance
with Laws.


 


(a)                                  To
the Sellers’ knowledge, each of the Sellers as of the Agreement Date are in
material compliance (provided the lack of any compliance will not have a
Material Adverse Effect on any of the Businesses or any of the Acquired Assets)
with all applicable federal, state and local statutes, ordinances, rules,
regulations, permits, consents, licenses, orders or other authorizations
governing or related to the Acquired Assets, Premises or the Businesses and the
liquor and gaming related activities of the respective Businesses, including,
but not limited to, the Liquor and Gaming Laws of the State of Louisiana, as
amended, and the rules and regulations promulgated thereunder, and as of
the Agreement Date, no Seller has received any notice, demand, complaint or
order from any governmental authority asserting that a license of or related to
any of the Businesses should be revoked, suspended, not issued or issued with
qualifications, or that they or any of the Businesses are not in full
compliance with the same.  Each Seller,
as applicable, both as of the Agreement Date and as of the Closing Date shall
have a validly issued Establishment License and/or Device Owner’s license, as
required under the Louisiana Liquor and


 


25

















 


Gaming Laws permitting
the operation of the Devices at each of the respective Premises and such
licenses are not subject to any investigation or notice of investigation,
suspension or revocation from any state, federal, local or parish agency or
authority.


 


(b)                                 Except
as disclosed in Schedule 6.8, to the knowledge of each Seller,
there is no investigation or review of any of the Acquired Assets or any of the
Businesses now underway or threatened by any governmental office, agency,
officer or authority, including, without limitation, any investigation or
review by any gaming or liquor authority, nor has any of the foregoing
indicated an intention to conduct the same.


 


6.15                           Environmental
and Safety Matters.  Except as set
forth on Schedule 6.15, with respect to the Businesses, the
Premises and the Acquired Assets:


 


(a)                                  the
Sellers, and their Affiliates, as applicable, have complied and are in material
compliance, in all respects (provided the lack of any compliance will not have
or have had a Material Adverse Effect on the Business or the Acquired Assets),
with all Environmental and Safety Requirements;


 


(b)                                 without
limiting the generality of the foregoing, each of the Sellers and any of their
Affiliates have obtained and complied with, and are in material compliance, in
all respects (provided the lack of any compliance will not have or have had a
Material Adverse Effect on the Businesses or the Acquired Assets), with all
permits, licenses and other authorizations that may be required pursuant to
Environmental and Safety Requirements for the occupation of any of the Premises
and the operation of the Businesses, including, but not limited to, the sale
and storage of fuel and fuel oil; a list of all such permits, licenses and
other authorizations is set forth on Schedule 6.15;


 


(c)                                  neither
Sellers, nor any of their Affiliates have received any written or oral notice,
report or other information regarding any actual or alleged violation of
Environmental and Safety Requirements, or any liabilities or potential
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise),
including any investigatory, remedial or corrective obligations, relating to
any of the Businesses, the Premises or any Acquired Asset arising under
Environmental and Safety Requirements;


 


(d)                                 none
of the following exists at any of the Premises: 
(i) asbestos-containing material in any form or condition; (ii) materials
or equipment containing polychlorinated biphenyls; or (iii) landfills, surface
impoundments (i.e. ground disposals areas, covered or uncovered, in which trash
or any other materials are stored or disposed of) or similar disposal areas;


 


(e)                                  none
of the Sellers nor any of their Affiliates have caused, will not knowingly
cause, and there has not occurred during the time the Sellers have owned or
operated any of the Premises, any of the Acquired Assets or the Businesses, the
release of any “hazardous substance” on the Premises as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended;


 


(f)                                    none
of the Sellers nor any of their Affiliates has, either expressly or by
operation of law, assumed or undertaken any liability, including any obligation
for corrective or remedial action, of any other Person relating to
Environmental and Safety Requirements; and


 


(g)                                 Schedule 6.15
is a full, complete and accurate list of all Underground Storage and
Aboveground Storage Tanks (UST’s and AST’s, respectively) on the Premises, each
of which is now and has at all times prior hereto been operated and maintained
in full compliance with all applicable


 


26

















 


Environmental and Safety
requirements.


 


6.16                           Governmental
Authorizations.  Any registration,
declaration or filing with, or consent, approval, license, permit or other
authorization or order by, any governmental or regulatory authority, domestic
or foreign, that is required in connection with the valid execution, delivery,
acceptance and performance by each of the Sellers under this Agreement or the
consummation by each of the Sellers of any of the transactions contemplated
hereby has been or will be completed, made or obtained on or before the Closing
Date.


 


6.17                           Premises.  Except as disclosed in Schedule 6.17,
to the knowledge of each of the Sellers, there is not now pending nor
threatened: (a) any litigation or proceeding to take all or any portion of
any of the Premises by condemnation or eminent domain; (b) any street
widening or changes in any highway or traffic lanes or patterns in the
immediate vicinity of any of the Premises; or (c) other change or
modification by a state, local or federal authority or agency which would
adversely affect any of the Premises, any of the Businesses or any of the
Acquired Assets.  Further, to the
knowledge of each of the Sellers: (i) each of the Premises is connected to
and serviced by adequate water, gas, sewage disposal and electric facilities,
including, without limitation, wells and on site sewage treatment facilities as
applicable; (ii) all material systems of each of the Premises, including,
but not limited to, heating, ventilation, air conditioning, electrical,
plumbing, roofs, etc., are in good operating condition, subject to reasonable
and ordinary wear and tear; and (iii) each of the Premises and all
improvements located thereon were in full compliance with building and zoning
laws at the time the improvements were built; provided,
however, no Seller has any knowledge of any current violation by any
of the Premises or any of the Businesses of any current building or zoning
laws.


 


6.18                           Disclosure.  Neither this Agreement, nor any of the
exhibits, schedules, attachments, written statements, documents, certificates,
reports or other items prepared or supplied to the Purchaser by or on behalf of
the Sellers or any of their Affiliates with respect to the transactions
contemplated hereby contain any untrue statement of a material fact or omit a
material fact necessary to make each statement contained herein or therein not misleading.


 


6.19                           Operations.


 


(a)                                  Each
of the Sellers shall, after the Agreement Date, maintain sufficient inventories
of fuel, food and convenience-type items as are appropriate for the nature and
scope of their respective operations; provided,
however, in no event, including as of the Closing Date, shall the
amount of the inventory of any of the Businesses, for any item of inventory,
including, but not limited to fuel, food or convenience items, be less than the
average amount of such inventory for the last twelve (12) calendar months.


 


(b)                                 All
Devices currently placed in the Premises are owned by Seabuckle.  The Sellers acknowledge and agree that
neither the Businesses, the Acquired Assets nor the Purchaser or its designees
shall have any liability or obligation under any lease or placement agreement
regarding the Devices after the Closing, including any liability for any
defaults which may have existed under the same at the time of Closing.  The Sellers agree, as a part of the Closing,
to timely request a coordinated transfer of the Listed Devices from the
Louisiana gaming regulatory authorities and to cooperate, both at the Closing
and thereafter, in the transfer of said Listed Devices and to timely provide
all documentation and information as shall be necessary to assist in the
orderly, timely and proper transfer of the Listed Devices at the Premises,
including timely providing such information and documentation as is necessary
to ensure that the Listed Devices remain available for play by the general public
at all times during the transfer of the


 


27

















 


Listed Devices, which
transfer and the obligations herein related thereto, shall be completed upon
the transfer of the Listed Devices by the Louisiana State Police from the
applicable Seller to Southern Trading Corporation.  Concurrently herewith, each of Sellers agree
to execute a purchase agreement with Southern Trading Corporation, a Louisiana
corporation, or any other designee of the Purchaser who is also a holder of a
valid Louisiana device owner’s license, under which all of the interest of
Sellers in the Listed Devices shall be transferred to Southern Trading
Corporation, or such designee, for a total consideration equal to One and
00/100 Dollar ($1.00) per Listed Device, which total amount shall be allocated
as a part of the Purchase Price hereunder and shall be paid by Southern Trading
Corporation; provided, however,
in no event shall the combined amounts paid by Southern Trading Corporation for
the Listed Devices and the sums otherwise paid by Purchaser hereunder exceed
the Purchase Price.


 


(c)                                  The
amount and type of fuel sales at each of the Premises, at all times for the
last twelve (12) months, have been sufficient to qualify each of the Premises,
pursuant to the Liquor and Gaming Laws of the State of Louisiana, as a truck
stop facility approved to operate: (i) 50 Devices at the Feliciana
Premises; (ii) 50 Devices at the Forest Gold Premises; and (iii) 50 Devices
at the St. Helena Premises, respectively. 
None of the Sellers have any knowledge of any information that would
lead any party to reasonably anticipate any change in the foreseeable future in
the level and type of fuel sales at any of the Premises.  Not more than one percent (1%) of all fuel
sales at any of the Premises during any twelve (12) month period were made to
any of the Sellers or any of their respective Affiliates.


 


6.20                           Certain
Payments.  To the knowledge of the
Sellers, no officer, director, employee or agent of any of the Businesses, and
none of the Sellers or any of their respective Affiliates, nor any other Person
acting with or on behalf of any of the Businesses, have directly or indirectly (a) offered,
agreed to make or made any contribution, gift, bribe, rebate, payoff, influence
payment, kickback or other payment to any Person, private or public, regardless
of form, whether in money, property or services (i) to obtain favorable
treatment in securing business, permits or licenses, (ii) to pay for
favorable treatment for business, permits or licenses secured, (iii) to
obtain any special concessions or for special concessions already obtained or (iv) in
violation of any legal requirement or (b) established or maintained any
fund or asset related to the Businesses or their operations that has not been
reflected on the books and in the accounts and records of one or more of the
Sellers, as applicable.


 


6.21                           Interest
in Competitors, Suppliers and Customers. 
Except as set forth on Schedule 6.21, none of the Sellers
nor any of their respective Affiliates have any ownership interest in any
supplier or customer of any of the Businesses. 
Except as set forth on Schedule 6.21, none of the Sellers
nor any of their respective Affiliates have any ownership interest in any
competitor of any of the Businesses whose operations are located within a
twenty (20) mile radius of any of the Premises.


 


6.22                           No-Shop.  Sellers, for themselves and for any
Affiliates, agree that until the termination or expiration of this Agreement,
neither they nor any of their Affiliates shall enter into any agreements nor
have discussions with any third parties for the sale of the Acquired Assets or
the Businesses or any rights of first refusal or options to acquire the same in
any form whatsoever.  Sellers acknowledge
for themselves and for their Affiliates during the term of this Agreement,
Purchaser shall have the sole and exclusive right to purchase the Acquired
Assets.


 


6.23                           Representations and Warranties of the Purchaser.  As a
material inducement to the Sellers to enter into this Agreement and consummate
the transactions contemplated hereby, the Purchaser represents and warrants to
each of the Sellers as follows:


 


(a)                                  Purchaser is duly formed, validly existing
and in full force and effect under the laws of


 


28

















 


the
State of Delaware and is qualified to do business in every jurisdiction in
which its ownership of property or the conduct of business requires it to
qualify.  Purchaser possesses all
requisite power and authority, and all licenses, permits and authorizations
necessary, to own and operate its properties, to carry on its businesses as now
conducted and presently proposed to be conducted (except for those licenses and
permits for which application cannot be made until after the Closing) and to
carry out the transactions contemplated by this Agreement.  Purchaser is not in violation of any of the
provisions of its Articles of Incorporation or By-laws.


 


(b)                                 The execution, delivery and performance of
this Agreement and all other agreements, instruments and transactions
contemplated hereby and thereby to which the Purchaser is a party have been
duly authorized by all requisite corporate approvals.  This Agreement and all other agreements and
instruments contemplated hereby to which the Purchaser is a party each
constitutes a valid and binding obligation of the Purchaser, enforceable in
accordance with its terms.  The
Purchaser, as of the Agreement Date, is not the subject of any federal, state
or local bankruptcy or reorganization proceedings or actions.  The execution and delivery by the Purchaser
of this Agreement and all other agreements and instruments contemplated hereby
to which the Purchaser is a party, the purchase of the Acquired Assets
hereunder and the fulfillment of and compliance with the respective terms
hereof by the Purchaser, does not and shall not: (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii) constitute
a default under, (iii) result in a violation of, the Articles of Incorporation
or By-laws of the Purchaser or any organizational document of Southern Trading
Corporation, or any law, statute, rule or regulation to which the
Purchaser or Southern Trading Corporation is subject.


 


Section 7.                                            Conditions
Precedent.


 


7.1                                 Conditions
to the Purchaser’s Obligations.  The
obligation of the Purchaser to purchase the Acquired Assets shall  be expressly subject to the satisfaction and
fulfillment, at or before the Closing, of each of the following conditions
precedent and any other such conditions stated elsewhere in this Agreement:


 


(a)                                  Prohibition.  There shall have been no order
or preliminary or permanent injunction, action or lawsuit entered, pending or
threatened in any action or proceeding before any United States federal or state
court, or any foreign court, of competent jurisdiction or governmental
authority (which has jurisdiction over the enforcement of any applicable laws)
enjoining, in whole or in part, the current operations of any of the
Businesses, making illegal or prohibiting the consummation of the transactions
hereunder, including the transfer of the Acquired Assets and the operation of
Devices on each of the Premises.


 


(b)                                 Contracts.  At or prior to Closing,
Purchaser or its designees shall have assumed or entered into the contracts
described in Section 5 above.


 


(c)                                  Representations True.  The
representations and warranties of each of the Sellers set forth in this
Agreement and the Exhibits, Schedules and attachments hereto, and the written
statements, documents, certificates, Closing Reports or other items prepared or
supplied to the Purchaser by or on behalf of any of the Sellers, shall be true
and correct in all respects on the Closing Date with the same effect as though
all such items had been made on and as of such date, and each of the Sellers
shall deliver to the Purchaser a certificate certified by such Seller,
certifying such or identifying any changes as of the Closing Date (the “Closing
Certificate”), which shall certify as follows:


 


(1)                                  There has been no Material Adverse Change in
the operating results, operations,


 


29

















 


conditions
(financial or otherwise), prospects, employees relations or customer or
supplier relations of any of the Businesses, the Premises or any of the
Acquired Assets from the Agreement Date through the Closing Date.


 


(2)                                  As of the Closing Date each Seller has a
validly issued Establishment License permitting the operation of the Listed
Devices at their respective Premises and each such Establishment License is
not, as of the Closing Date, the subject of any investigation or notice of
investigation, suspension or revocation from any state, federal, local or
parish agency or authority.


 


(3)                                  From the Agreement Date through the Closing
Date, the Businesses and the Acquired Assets, including, but not limited to,
the fuel and gaming activities conducted in any thereof, have been operated as
are necessary to preserve, protect and provide maintenance for the Acquired
Assets to the extent required to keep the Acquired Assets operational and the
Sellers, as applicable, have maintained sufficient inventories of fuel, food
and convenience-type items as are appropriate for the nature and scope of their
respective operations and required under this Agreement.


 


(4)                                  Each of the Sellers, as of the Closing Date,
is in material compliance (provided the lack of any compliance will not have a
Material Adverse Effect on any of the Businesses or any of the Acquired Assets)
with all applicable federal, state and local statutes, ordinances, rules,
regulations, permits, consents, licenses, orders or other authorizations
governing or related to the Acquired Assets or any of the Businesses and the
liquor and gaming related activities of each of the Businesses, including, but
not limited to, the Liquor and Gaming Laws of the State of Louisiana, as
amended, and the rules and regulations promulgated thereunder, and as of
the Closing Date, no Seller, or any of their respective Affiliates, has
received any notice, demand, complaint or order from any governmental authority
asserting that a license of or related to any of the Businesses should be
revoked, suspended, not issued or issued with qualifications, or that they or
any of the Businesses are not in full compliance with the same.


 


(5)                                  All representations and warranties of any
Seller remain true, accurate and complete and do not fail to include any
information to prevent any such statement from being untrue or misleading.


 


(d)                                 Good Standing Certificate.  The
Purchaser shall have received a good standing certificate for each of the
Sellers, dated within thirty (30) days prior to the Closing Date.


 


(e)                                  Condition of Assets.  Each
of the Acquired Assets shall be in good physical and operating condition,
excepting normal wear and tear only, as existed on the Agreement Date.  No damage or casualty shall have occurred to
the Acquired Assets, Devices or operations of the Businesses prior to the
Closing Date.


 


(f)                                    No Material Adverse Change. 
There shall be no Material Adverse Change in the operating results,
operations, condition (financial or otherwise), prospects, employee relations
or customer or supplier relations of any of the Businesses, the Premises or the
Acquired Assets, as applicable.


 


(h)                                 Additional Documents.  The
Purchaser shall have received from the Sellers, as appropriate, each of the
instruments and other documents referred to elsewhere in this Agreement.


 


(i)                                     Assumed Contract Consents.  The
Purchaser shall have received the consent(s) of the counter parties under the
leases and/or contracts identified on Schedule 6.7(b).


 


30

















 


(j)                                     Resolutions.  Resolutions for each of the
Sellers, signed by all of their respective shareholders, members and partners
approving and authorizing the transactions contemplated herein (collectively, “Resolutions”).


 


(k)                                  Legal Opinion.  The
Purchaser shall have received a legal opinion substantially in the form of Exhibit F-1.


 


If any of the foregoing conditions are not satisfied
on or prior to the Closing Date for a reason other than a default under this
Agreement by the Purchaser, the Purchaser shall give the Sellers written notice
that the foregoing conditions are not satisfied and the Purchaser may terminate
this Agreement, which termination shall be effective as to all parties hereto
and upon which the Deposit shall be returned to the Purchaser.


 


7.2                                 Conditions to the Obligations of Sellers.  The
obligation of the Sellers to sell the Acquired Assets to the Purchaser shall be
subject to the satisfaction and fulfillment, at or before the Closing, of the
following conditions precedent:


 


(a)                                  Prohibition.  There shall have been no order
or preliminary or permanent injunction, lawsuit or action entered, pending or
threatened in any action or proceeding before any United States federal or
state court, or any foreign court, of competent jurisdiction or governmental
authority (which has jurisdiction over the enforcement of any applicable laws)
making illegal or prohibiting the consummation of the transactions hereunder,
including the transfer of the Acquired Assets or the operation of Devices on
any of the Premises;


 


(b)                                 Purchase Price. 
Purchaser has timely delivered or caused to be delivered the cash
portion of the Purchase Price, the Promissory Notes, the Mortgages, the
Guaranty (and the Letter of Credit referenced therein) to the Escrow Agent;


 


(c)                                  Performance.  Purchaser shall have performed
all obligations and complied with all agreements and covenants required
hereunder to be performed by it on or before the Closing Date;


 


(d)                                 Representation and Warranties. 
Purchaser’s representations and warranties contained herein and
in any documents furnished to any of the Sellers on or prior to the Closing
Date shall be true and correct in all respects as of the Closing Date; and


 


(e)                                  Legal Opinion.  The
Sellers shall have received a legal opinion substantially in the form of Exhibit F-2.


 


Section 8.                                            Management
Employees.


 


(a)                                  Sellers,
as applicable, agree for themselves and their Affiliates, as applicable, to use
their reasonable best efforts to cause any employees currently employed at or
in support of any of the Businesses or whose efforts and knowledge are utilized
in the operation of any of the Businesses and are identified by the Purchaser
prior to Closing as management employees (“Management Employees”) to
remain in their positions as of the Closing, as employees of the Purchaser, for
a period not to exceed six (6) months after the Closing Date (the “Management
Period”).  Purchaser acknowledges
that there are no employment contracts other than oral “at will” employment
contracts with any employee of any of the Businesses and, therefore, none of
the Sellers can nor do they hereby guarantee that any Management


 


31

















 


Employees will remain
with any of the Businesses throughout the Management Period.


 


(b)                                 During
the Management Period, all Management Employees shall be under the direct
supervision and control of the Purchaser and its agents.  The Purchaser retains, at all times during
the Management Period, the right to dismiss, with or without cause, any
Management Employee, without penalty, or to reassign any duties, tasks or the
location of employment of any Management Employee.


 


Section 9.                                            Non-Solicitation.


 


(a)                                  Notwithstanding anything contained in this
Agreement to the contrary, each of the Sellers for themselves and their
Affiliates, agrees for a period of three (3) years following the Closing
and as partial consideration for the Purchase Price, that neither they, nor their
Affiliates, shall employ, solicit for employment or induce to leave their
employment, any employee of the Purchaser or of any of the Businesses, nor any
Management Employee who may be permanently hired by the Purchaser or Southern
Trading Corporation.


 


(b)                                 Nothing contained in this Section is
intended nor shall it be construed as prohibiting any party from running “help
wanted” ads or other general solicitations for employees in and around the
State of  Louisiana or from hiring
respondents to such general solicitations, regardless of whether such
respondents are or have been employed by one of the parties to this Agreement
or by Southern Trading Corporation.


 


Section 10.                                      Conveyance,
Adjustments and Prorations, Closing.


 


(a)                                  Conveyance.  Subject to Purchaser’s review and acceptance
of the Title Evidence, the applicable Sellers shall convey their interests in
the Premises to Purchaser by Acts of Cash Sale, in substantially the form
attached hereto as Exhibit D, conveying title to their fee
interests in the Premises, in each case subject only to the following:


 


(i)                                     Zoning
laws;


 


(ii)                                  Current real estate and ad valorem taxes and
assessments, if any, not yet due and payable; and


 


(iii)                               Permitted Encumbrances.


 


Such Acts of Cash Sale
shall contain descriptions of the Premises which are based upon and consistent
with the Surveys and approved by the Purchaser and the transferring Sellers.


 


(b)                                 The
Sellers shall convey all Acquired Assets, other than the Premises, to Purchaser
or its designee (and in the case of the Listed Devices to Southern Trading
Corporation or other properly licensed designee) by one or more Bills of Sale
(the “Bills of Sale”), each in substantially the form attached hereto as
Exhibit E, subject only to the Assumed Contracts and Permitted
Encumbrances, if any, that Purchaser, in its sole discretion, consents to in
writing at or prior to the Closing.


 


(c)                                  Taxes and Assessments: Closing Costs.


 


(i)                                     Real
estate and ad valorem taxes, general and special assessments (collectively “Real
Estate Taxes”),  utilities, and
Operating Charges (as hereinafter defined), as well as revenues


 


32

















 


generated by the Acquired
Assets and the Businesses, shall be prorated between the Sellers, as
applicable, and the Purchaser as of the Closing Date, such that credits,
charges and revenues up to 12:00 noon on the Closing Date and all days
preceding the Closing Date shall be allocated to the Sellers, as applicable,
and credits, charges and revenues after 12:00 noon on the Closing Date shall be
allocated to Purchaser.  The Purchase
Price shall be adjusted at the Closing to reflect the prorations, in accordance
with the Settlement Statement.


 


(ii)                                  The
parties agree that, in accordance with Louisiana law, all revenue from the
Listed Devices shall be collected during the scheduled “drop” or collection in
the morning hours on the Closing Date and that the proration of all revenue
generated from each Listed Device shall be calculated from the time of the
foregoing “drop” and adjusted for the balance of the Closing Date until Noon by
using the print out of all coin-in and prizes paid as generated by each Listed
Device from the time of the drop to Noon on the Closing Date.


 


(iii)                               If the actual amount of Real Estate Taxes for any of the Premises is
not known on the Closing Date, Real Estate Taxes shall be prorated on the basis
of the rate shown for such Premises on the last available tax bill.  Each of the Sellers represents and warrants
that there are no special assessments with regard to any of the Premises which
are not shown in the applicable land records of the Parishes in which the
Premises are located.  Upon receipt of
the final tax bills for the period encompassing the Closing Date, the Sellers
and Purchaser shall adjust, outside of escrow, the proration of Real Estate
Taxes based upon the actual tax bills.


 


(iv)                              If any errors or omissions are made regarding adjustments and
prorations as aforesaid, the parties shall make the appropriate corrections
promptly upon the discovery thereof. Any corrected adjustment or proration
shall be paid in cash to the party entitled thereto.


 


(v)                                 All recording fees, any escrow fees and
transfer taxes and conveyance fees associated with the acts of cash sale and
the conveyances effected thereby or any other recorded documents (collectively,
“Closing Costs”) shall be borne equally by the Purchaser and the
Sellers, with the Purchaser paying one-half (1/2) of such fees and the Sellers
being jointly and severally responsible for the remaining one-half (1/2) of
such fees.  All revenues and expenses
arising from the operation of the Acquired Assets and the Businesses (“Operating
Charges”) accruing, earned or incurred up to Noon on the Closing Date shall
be the sole property or responsibility of the Sellers, as applicable
(regardless of when an invoice is issued or payment for such charges and
expenses is due), including, but not limited, to any salaries, utilities, Taxes
or other costs.  All Operating Charges
arising from the operation of the Acquired Assets and the Businesses after Noon
on the Closing Date shall be the sole property and/or responsibility of the
Purchaser.  The parties shall make a
reasonable proration of the Operating Costs at Closing based upon the most recent
invoice for each Operating Cost and shall adjust such proration upon receipt of
the final invoices encompassing the Closing Date for each such Operating Cost.


 


(d)                                 Closing.  This transaction shall be closed through an
escrow that is to be held by the Title Company, in accordance with the general
provisions of the usual form of escrow agreement then in use by such Title
Company for transactions similar to this with such special provisions inserted
as may be required to conform with this Agreement.  Each party shall execute and deliver on a timely
basis all escrow instructions, deeds, funds, the Settlement Statements and
other documents reasonably necessary to accomplish Closing.  In addition to, and not in limitation of, the
foregoing:


 


(i)                                     On
or before the Closing Date, the Sellers shall execute and deliver or cause to
be


 


33

















 


delivered to the Title
Company all of the items listed below:


 


(a)                                  The
Acts of Cash Sale;


 


(b)                                 The
Bills of Sale and the Resolutions;


 


(c)                                  Mechanics Lien Affidavit and/or Owner’s
Affidavit required by the Title Company;


 


(d)                                 Sellers’ affidavit of non-foreign status, as
contemplated by Section 1445 of the Code; and


 


(e)                                  Any other instruments, documents or
agreements required pursuant to any other sections of this Agreement or
reasonable requested by the Purchaser.


 


(ii)                                  On
or before the Closing Date, Purchaser shall deliver or cause to be delivered to
Title Company: (i) the Cash Portion of the Purchase Price; (ii) the
Promissory Notes; (iii) the Mortgages; and (iv) the Guaranties.


 


(iii)                               The
transactions provided for in this Agreement shall be completed by the Title
Company on the Closing Date by doing each of the following:


 


(a)                                  by
recording in St. Helena Parish, the Deeds;


 


(b)                                 by causing the issuance of the Title Policy
to Purchaser, subject only to the Permitted Encumbrances, and forwarding the
Title Policy to Purchaser;


 


(c)                                  by prorating taxes, assessments and other
amounts, in accordance with this Agreement and the Settlement Statements with
respect to each of the Premises, and advising the Purchaser and the Sellers of
those costs and expenses to be paid by the Sellers to Purchaser or Purchaser to
Sellers;


 


(d)                                 by delivering to Purchaser a FIRPTA
Affidavit, fully executed by the Sellers which are parties to the Assignments;


 


(e)                                  by preparing and forwarding to Purchaser and
the Sellers four (4) signed copies of the Settlement Statement setting
forth all receipts and disbursements provided for herein; and


 


(f)                                    by delivering to Sellers, pursuant to the
Settlement Statements, the Purchase Price; the Promissory Notes and the Guaranty;
and


 


(g)                                 recording the Mortgages.


 


In
addition to the obligations required to be performed hereunder by the Sellers
at the Closing, the Sellers agree to perform such other acts, and/or to execute
and deliver to Purchaser such further instruments, documents and other
materials, as are reasonably requested by Purchaser at or subsequent to


 


34

















 


Closing in order to
effect the consummation of the transactions contemplated herein and to vest
title to the Acquired Assets in Purchaser or its designee, including, without
limitation, the assignment of all rights of any Seller in and to any easements
or servitudes for the benefit of any of the Premises; provided, however, that the foregoing
instruments and other materials, if any, shall not enlarge the scope of any of
the Sellers’ obligations hereunder.


 


(e)                                  In
the event the Title Company is unable to simultaneously perform all
instructions set forth in Section 10(d) on the Closing Date,
the Title Company shall so notify the Sellers and Purchaser, and shall retain,
unless otherwise instructed by the party depositing the same, all documents and
funds deposited with the Title Company until receipt by the Title Company of
written instructions executed by the Sellers and Purchaser or by a Court of
competent jurisdiction.


 


(f)                                    If
the Purchaser (i) disapproves any condition referred to in this Agreement
within the applicable time period and in the manner set forth in the Agreement,
or (ii) is otherwise allowed to terminate this Agreement and cancel the
escrow, without thereby committing an act of default under this Agreement or
the escrow and does so, all obligations of the parties under this Agreement
shall, except as otherwise set forth, terminate and none of the parties hereto
shall have any further obligation to the other under this Agreement.  In such event, Escrow Agent shall return all
funds, including the Deposit, (after deducting its charges, if its charges are
to be borne by the party depositing such funds) and documents then in Escrow to
the party depositing same, and each party shall promptly return all documents
in the possession of such party to the other party.


 


(g)                                 Possession.  The Closing shall be deemed to have been
consummated upon: (i) the delivery to the Escrow Agent by the Sellers of
the Acts of Cash Sale, the Bills of Sale and any and all other documents or
instruments required hereunder; and (ii) the written confirmation by the
Escrow Agent to the Sellers that: (x) Escrow Agent has received the Cash
Portion of the Purchase Price, the Promissory Notes, the Mortgages and the
Guaranty (and the letter of Credit referenced therein); (y) the Cash Portion of
the Purchase Price consists of immediately available federal funds; and (z) the
Escrow Agent is unconditionally prepared to
deliver the Purchase Price to Sellers and the Title Policy to the Purchaser by
the close of business on the Closing Date. 
Provided the foregoing conditions have been met, at Noon local time on
the Closing Date, the Sellers shall cease ownership and operation of the
Businesses and the Acquired Assets and shall deliver or cause the delivery of
possession thereof to the Purchaser or its designee, and all risk of loss with
respect thereto shall pass to the Purchaser or its designee.


 


(h)                                 Inventory
Count.  The Sellers and Purchaser
agree that commencing at 7:00 a.m. on the Closing Date, representatives
from each of them (the “Representatives”) shall meet at each of the
Premises and shall jointly perform the following functions:


 


(i)                                     count
any food stuffs, beverage supplies and convenience items;


 


(ii)                                  shall
jointly verify the amount of motor and diesel fuels remaining in any
underground storage tanks and previously paid for by the applicable Seller;


 


(iii)                               shall
jointly verify the amount of all currency contained in the Listed Devices as of
7:00 a.m. on the Closing Date;


 


(vi)                              shall
jointly verify the amount of all currency kept in the safes located upon each
of the Premises; and


 


35

















 


(v)                                 shall
further cooperate to turn over all keys, passwords, accounts, and copies of all
records, documents, instruments and any other items necessary for the immediate
and complete operation of each of the Businesses.


 


(i)                                     Adjustment.  Purchaser agrees to pay to the Sellers, on
the Closing Date: (i) a good faith, reasonable estimate (the “Estimate”)
of the actual cost of those items remaining on the Premises and described in Section 10(h)(i) and
(ii) above; provided, however,
each such item must be in good, usable, saleable condition; (ii) the
dollar value of the of currency remaining in the safe located in the casino;
and (iii) the dollar value of the currency contained in the Listed Devices
as verified under Section 10(h)(iii) above, less any and all
unclaimed payouts, Taxes or fees (collectively, the “Devices Funds”), which
currency shall remain in the safe and the Listed Devices following the Closing
and shall become the property of the Purchaser. 
Purchaser shall be responsible for the payment of the taxes and prize
pay-outs due from the Devices Funds following the Closing.


 


(a)                                  Within
sixty (60) Business Days of the Closing Date, the parties shall adjust the
Estimate above, if necessary, to equal the actual verifiable cost incurred by
any Seller of those items remaining on the Premises on the Closing Date at Noon
local time and described in Section 10(h)(i) and (ii) above.  Seller must be able to provide Purchaser with
verification, in a form reasonably acceptable to Purchaser, of a Seller’s
actual, incurred cost for the items in Section 10(h)(i) and (ii) which
remained on any Premises on the Closing Date. 
Any Seller shall only be entitled
to be reimbursed for their actual cost of such items without premium or interest.  Any items, determined by the Purchaser as not
being in good, usable, saleable condition or for which the actual verifiable
cost cannot be demonstrated to the Purchaser’s satisfaction, shall be removed
by Sellers, within five (5) Business Days of such determination, at their
sole cost and expense.


 


(j)                                     Escrow Hold Back.  From
and after the Closing Date, Escrow Agent shall withhold the Escrow Hold Back
from the Sellers’ proceeds hereunder and shall hold such funds in escrow.  In the event the Purchaser shall receive any
invoice, bill or letter demanding payment for any Operating Costs that accrued
or relate to any period of time on or prior to the Closing Date for any of the
Businesses, the Acquired Assets or the Premises, Purchaser shall send evidence of
such Operating Costs to the Escrow Agent and to the Sellers (“Hold Back Notice”).


 


(i)                                     Sellers shall have ten (10) Business
Days following their receipt of the Hold Back Notice to serve, in writing to
both the Escrow Agent and the Purchaser, any objections they may have to the
same.  If no objection is timely served
by the Sellers, Escrow Agent is herewith authorized, without further action by
any party, to promptly pay such Operating Costs out of the Escrow Hold Back.


 


(a)                                  If Sellers shall timely object to any payment
out of the Escrow Hold Back and the basis for an objection is that the
Operating Costs that are the subject of the Hold Back Notice arose after the
Closing Date, then the Escrow Agent shall hold such amount as is identified in
the Hold Back Notice until such time as it receives written instructions from
all


 


36

















 


parties
to disburse the same; or


 


(b)                                 If Sellers shall timely object to any payment
out of the Escrow Hold Back and the basis for an objection is anything other
than an objection based upon Section 10(j)(i)(a) above, the Escrow
Agent shall hold the funds identified in the Hold Back Notice for an additional
thirty (30) days, after which it shall disburse such funds at the sole
direction of the Purchaser.


 


(ii)                                  Promptly after that date which is six (6) full
calendar months after the Closing Date, Escrow Agent shall release any funds
then remaining in the Escrow Hold Back to the Sellers.


 


Section 11.                                      Miscellaneous.


 


11.1                           Expenses.  Unless specifically allocated by this
Agreement, each of the parties shall be obligated to pay its own expenses
(including all fees and expenses of legal counsel, environmental consultants
and accountants).


 


11.2                           Sellers’
Release.  The Sellers on behalf of
themselves and their representatives, Affiliates, agents, employees, owners,
members, shareholders, partners, officers, directors, successors and assigns
(collectively, the “Sellers Releasors”), upon consummation of the Closing and
without further action thereby, fully release and discharge the Acquired
Assets, the Premises and the Businesses from any and all rights, liabilities,
claims, actions, causes of action, demands, damages, costs and expenses
whatsoever which any of the Sellers Releasors now has or may hereafter have
against the Acquired Assets, the Premises or the Businesses.  This section shall not be construed as
releasing, waiving or otherwise limiting any claims any of the Sellers may have
then or in the future, for any payment due from the Purchaser or the
performance of any other obligations of Purchaser to any of the Sellers
pursuant to the terms of this Agreement. 
In addition to the foregoing, the Sellers shall cause their owners,
members, shareholders, employees, partners, officers and agents to resign,
effective as of the Closing Date, any positions they may hold within any of the
Businesses (but not within the Sellers themselves), including, but not limited
to, the positions of agent, or employee.


 


11.3                           Update
to Schedules and Exhibits.  The
Sellers, as appropriate, shall promptly notify the Purchaser, prior to the
Closing Date, of any changes or modifications to the information contained on
the schedules or exhibits attached to this Agreement or in any document, record
or instrument supplied to the Purchaser or any of its agents as a part of the
transactions contemplated herein and provide in written form an amended
schedule, exhibit, document, record or instrument, as the case may be.  Notwithstanding the foregoing, upon receipt
of any change or modification to any schedule or exhibit or in any record,
document or instrument described above which shall have or identify a Material
Adverse Effect, Purchaser shall have the right, in its sole discretion, to
terminate this Agreement and upon such termination, the Deposit shall be
returned to the Purchaser.


 


11.4                           Remedies.


 


(a)                                  In
the event of any actual or alleged default by any party hereto (the “Defaulting
Party”), any non-defaulting party (a 
“Non-Defaulting Party”) shall provide written notice to the Defaulting
Party (“Default Notice”) specifying the default; setting forth the
Non-Defaulting Party’s claim that the matter constitutes a default; and
identifying the steps or actions that the Non-Defaulting Party believes should
be


 


37

















 


taken in order to cure
the alleged default.  The Defaulting
Party shall have a period of seven (7) days, or such additional time as
may be agreed upon by all parties in writing, to cure the alleged default (the “Cure
Period”).  If a Default Notice is
given prior to the Closing Date, in no event shall the Cure Period extend
beyond the Closing Date.  The Defaulting
Party shall have no liability for any actual or alleged default that is cured within
the Cure Period.


 


(b)                                 Each
of the parties hereto shall have all rights and remedies set forth in this
Agreement and any other documents or instruments relating to the consummation
of the transactions contemplated under this Agreement, and all rights and
remedies which such parties have been granted at any time under any other
agreement or contract and all of the rights which such parties have under
applicable law.  No remedy hereunder or
thereunder conferred is intended to be exclusive of any other remedy, and each
and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or thereunder or now or hereafter existing at law
or in equity or by statute or otherwise. 
Sellers and Purchaser, as the case may be, having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.


 


11.5         Amendments and Waivers.  No oral modification hereof shall be binding
upon the parties; all modifications and amendments shall be in writing and
signed by all parties.  Failure by any
party to insist upon or enforce any of its respective rights, benefits or
remedies shall not constitute a waiver thereof. 
Any party hereto may waive the benefit of any provision or condition for
such party’s benefit contained in this Agreement; provided, however, such a waiver must be specifically
expressed in writing.


 


11.6         Survival of Agreement.  All covenants, representations and warranties
and obligations of indemnification contained in this Agreement or made in
writing by any party in connection herewith shall survive the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby.


 


11.7         Successors and Assigns.  All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the successors and assigns of the parties hereto
whether or not so expressed; provided that neither the Purchaser nor any of the
Sellers shall be permitted to assign their rights or obligations under this
Agreement.  Notwithstanding the
foregoing, the Purchaser may assign its rights and obligations hereunder to any
Affiliate that is wholly-owned by Purchaser or any of Purchaser’s Affiliates.  Except as otherwise expressly provided
herein, nothing expressed in or implied from this Agreement is intended to
give, or shall be construed to give, any Person, other than the parties hereto
and their permitted successors and assigns, any benefit or legal or equitable
right, remedy or claim under or by virtue of this Agreement or any such other
document.


 


11.8                           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement 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 Agreement.


 


11.9                           Counterparts.  This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together shall constitute one and
the same Agreement.


 


11.10                     Descriptive
Headings; Interpretation.  The
descriptive headings of this Agreement are


 


38

















 


inserted for convenience
only and do not constitute a substantive part of this Agreement.


 


11.11                     Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
Louisiana, without regard to principles of conflict of laws.


 


11.12                     Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (a) when
delivered personally to the recipient, (b) one (1) day after being
sent to the recipient by reputable overnight courier service (charges prepaid),
(c) three (3) days after posting in the United States mail having
been mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid, or (d) on the first day after being sent
via facsimile if a copy is delivered personally, couriered or mailed to the
recipient as set forth above.  Such
notices, demands and other communications shall be sent to the parties at the
addresses indicated below:


 


If to
all or any one of the Sellers, to:


 


Claude M. Penn, Jr.,


c/o Forest Gold Casino


30092 Hwy. 16 West


Amite, Louisiana 70422


 


with a required copy to:


 


A.           Shelby Easterly, III, Esq.


Easterly Law Office


142 Del Norte Avenue


Denham Springs, Louisiana 70726


Facsimile: 225-664-9430


 


If to the Purchaser, to:


 


Gameco Holdings, Inc.


718 S. Buchanan, Suite C


Lafayette, Louisiana 70501


Attn: Stan W. Guidroz


 


 


with a required copy to:


 


Stanley R. Gorom III, Esq.


Hahn Loeser & Parks LLP


3300 BP Tower


200 Public Square


Cleveland, Ohio 44114


Facsimile: 216-274-2460


 


or to such other address
or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party.


 


39

















 


11.13                     Construction. 
The parties hereto have participated together in the negotiation and
drafting of this Agreement.  In the event
an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.  The parties intend that each representation,
warranty and covenant contained herein shall have independent
significance.  If any party has breached
any representation, warranty or covenant contained herein in any respect, the
fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity)
which such party has not breached shall not detract from or mitigate the fact
that such party is in breach of the first representation, warranty or covenant.


 


11.14                     Complete
Agreement.  This Agreement, those documents
expressly referred to herein, and the other documents of even date herewith
delivered or executed in connection with the transactions contemplated hereby,
including the Closing, embody the complete agreement and understanding among
the parties and supersede any prior agreements or representations by or among
the parties, written or oral, including any letters of intent executed by the
parties prior to the Agreement Date, which may have related to the subject
matter hereof in any way.


 


11.15                     Indemnification.


 


(a)                                  In
consideration of the Purchaser’s execution and delivery of this Agreement and
purchase of the Acquired Assets hereunder, and in addition to all of each of
Sellers’ other obligations under this Agreement and in addition to all other
rights and remedies available at law or in equity, each of the Sellers agree,
jointly and severally, to defend, protect and indemnify the Purchaser and all
of its officers, directors, shareholders, members, partners, Affiliates,
employees, agents, representatives, successors and assigns (including those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Purchaser Indemnitees”),
and save and hold each of them harmless from and against, and pay on behalf of
or reimburse such party on demand as and when incurred, any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities
and damages and expenses in connection therewith (irrespective of whether any
such Indemnitee is a party to the action for which indemnification hereunder is
sought), including reasonable attorneys’ fees and disbursements, interest and
penalties and all amounts paid in investigation, defense or settlement of any
of the foregoing and claims relating to any of the foregoing (the “Purchaser
Liabilities”), incurred by the
Purchaser Indemnitees or any of them as a result of, arising out of or relating
to: (a) the breach by any Seller of any representation, warranty,
covenant, obligation or term contained herein; (b) any claim, debt, cause
of action, expense or liability arising or related to the period of time prior
to the Closing Date and related in any manner to the operation of any of the
Businesses and/or the Acquired Assets; or (c) any breach or default by any
Seller arising out of the execution, delivery, performance or enforcement of
this Agreement and any other instrument, document or agreement executed
pursuant hereto, except to the extent any such Purchaser Liabilities are caused
by the particular Purchaser Indemnitee’s own acts or omissions.


 


(b)                                 In
consideration of each Sellers’ execution and delivery of this Agreement and
sale of the Acquired Assets hereunder, and in addition to all of the Purchaser’s
other obligations under this Agreement and in addition to all other rights and
remedies available at law or in equity, 
the Purchaser agrees to defend, protect and indemnify each Seller and
all of their officers, directors, shareholders, members, partners, Affiliates,
employees, agents, representatives, successors and assigns (including those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Seller Indemnitees”), and save and hold each of them
harmless from and against, and pay on behalf of or reimburse such party on
demand as and when incurred, any and all actions, causes of action, suits,
claims,


 


40

















 


losses, costs, penalties,
fees, liabilities and damages and expenses in connection therewith
(irrespective of whether any such Seller Indemnitee is a party to the action
for which indemnification hereunder is sought), including reasonable attorneys’
fees and disbursements, interest and penalties and all amounts paid in
investigation, defense or settlement of any of the foregoing and claims
relating to any of the foregoing (the “Seller Liabilities”), incurred by
the Seller Indemnitees or any of them as a result of, arising out of, or
relating to: (a) the breach by the Purchaser of any representation,
warranty, covenant, obligation or term contained herein; or (b) any claim,
debt, cause of action, expense or liability arising after the Closing Date and
related in any manner to the operation of the Business and/or the Acquired
Assets by the Purchaser; or (c) any breach or default  by the Purchaser arising out of the
execution, delivery, performance or enforcement of this Agreement and any other
instrument, document or agreement executed pursuant hereto, except to the
extent any such Seller Liabilities are caused by the particular Seller
Indemnitee’s own acts or omissions.


 


11.16                     Prevailing
Party Fees.  In the event of a
default of any condition or obligation of this Agreement on the part of any
party hereto which results in any legal proceeding, the non-prevailing party
shall pay to the prevailing parties of the litigation all reasonable costs and
expenses of the legal proceeding and any appeal therefrom, including reasonable
attorneys’ fees and court costs.


 


11.17                     Incorporation. 
Any and all Schedules, Exhibits or other documents referred to herein or
attached hereto are incorporated herein as if fully rewritten in this
Agreement.


 


11.18                     Tax
Treatment Election.  The Sellers and
Purchaser agree that this Agreement is for the purchase and sale of assets and
that the Purchase Price shall be allocated among the Acquired Assets in
accordance with Section 1060 of the Code. 
Purchaser and each of the Sellers agree that as a condition to the
Closing they shall, by mutual agreement, allocate the value of the Acquired
Assets pursuant to the Code.  At the
Closing, a copy of the completed Internal Revenue Service allocation form for
each of the Businesses shall be signed by the applicable parties, and the
Purchaser and each of the Sellers agree to act in accordance with the
allocation contained therein in the course of any Tax audit, tax review, the
filing and preparation of any Tax Returns or tax litigation.  Neither Purchaser nor any of the Sellers
shall assert that the allocation as agreed upon was not separately bargained
for at arm’s length and in good faith.


 


11.19                     Additional
Instruments and Information.  All
parties agree and obligate themselves to promptly execute any additional
documents and instruments and take any other actions necessary and proper for
the complete and expeditious implementation and satisfaction of the provisions
and intent of this Agreement.  In
addition, each of the Sellers agree that during and subsequent to the sale
transaction, such Seller shall have a continuing duty to supply such reasonable
information and documentation and to perform such acts as may be required by
any federal, state or local authority or the Liquor and Gaming Laws of the
State of Louisiana, including, but not limited to, making their books and
records available to the Purchaser or its designee on an as-needed, reasonable
basis after the Closing.


 


11.20                     Monthly
Financial Statements.  Sellers agree
to provide to Purchaser, from and after the Agreement Date through the Closing
Date, within ten (10) days following the close of each calendar month, the
Financial Statements prepared in a manner consistent with the internal
accounting and reporting practices used by the Sellers beginning on and after January 1,
2005, reflecting the operations and results of each of the Businesses for the
prior month.


 


11.21                     Future
Development – Obligation Not To Do.


 


(a)                                  In
further consideration of the purchase of the Acquired Assets and the Business,
each of


 


41

















 


the Sellers obligate
themselves and their Affiliates not to directly or indirectly, within any of
the Parishes in which any of the Businesses or the Purchaser’s or its
Affiliates’ other truck stop locations operate (and existing and owned by the
Purchaser or any of its Affiliates as of the Closing Date and identified on Schedule 11.21(a) to
be delivered by the Purchaser at the Closing), beginning on the Closing Date
and continuing thereafter, without interruption, for a period of ten (10) years:
(i) own, manage, operate, control, be employed by, participate in or be
connected with any aspect of a video poker truck stop facility or other
business which derives any portion of its revenues from legal or illegal
gaming, whether as a sole proprietor, owner, partner, stockholder, director,
officer, employee, agent, consultant, joint venturer, contractor, investor or
other participant; or (ii) be otherwise involved or connected in any
manner with the ownership, management, operation, promotion, advertisement,
solicitation of customers, marketing or sales efforts or control of any enterprise
that carries on or engages in a business directly or indirectly in competition
with any gaming, fueling (diesel and motor fuel), restaurant or
convenience-store business of the Businesses, the Purchaser or any of its
Affiliates, existing and owned by the Purchaser or any of its Affiliates as of
the Closing Date and identified on Schedule 11.21(a) at the
Closing.


 


(b)                                 Notwithstanding
the foregoing, this “obligation not to do” shall not restrict the Sellers’
right to own, operate or develop, including as facilities containing Devices,
the locations identified on Schedule 11.21(b).


 


(c)                                  The
foregoing restriction is an obligation not to do an act or take an action.  Sellers, each for themselves and their
Affiliates, acknowledge that the foregoing obligation not to do an act is a
material inducement for the Purchaser to enter into this Agreement and is a
necessary, reasonable and appropriate restriction.


 


(d)                                 Given
the unique and competitive nature of the video poker industry and the operation
of truck stop facilities, the parties hereto acknowledge and agree that the
restrictions contained in this Section 11.21 are reasonable and necessary
to protect the Businesses from competition for which they otherwise have little
or no ability to defend themselves.  The
parties hereto further acknowledge and agree that the restrictions contained
herein do not impose a burden upon one party which is not commensurate with the
risk to any other party.


 


(e)                                  If
a court of competent jurisdiction determines that the restrictions contained
herein are too restrictive to be enforced, in whole or in part, this provision
shall not be invalid, and all parties agree that the court shall modify the
restrictions contained herein to the extent necessary to permit their
enforcement.


 


(f)                                    In
the event of a breach or threatened breach of the provisions of this section,
the Purchaser shall be entitled to an injunction restraining each of the
Sellers from competing against the Purchaser or from rendering any services to
any person, firm, corporation, association, partnership or other entity that is
in violation of the Obligation Not To Do. 
Nothing contained in this section shall be construed as prohibiting
the Purchaser from pursuing any other remedies available for a breach or
threatened breach of the restrictions contained in this section, including the
recovery of damages from the any of the Sellers.


 


(g)                                 Two
Hundred Thousand and no/100 Dollars ($200,000.00) of the Purchase Price is
specifically allocated as payment to the foregoing entities and individuals as
consideration for their obligations and covenants under this Section 11.21.


 


42

















 


11.22                     Time of
the Essence.  TIME IS OF THE ESSENCE
WITH RESPECT TO EACH PROVISION OF THIS AGREEMENT.  The parties acknowledge and agree that the
preceding sentence is a central, indispensable element of this Agreement.


 


11.23                     Force
Majeure.  Any time period or
obligation to timely perform imposed upon any party hereunder shall be extended
as reasonably necessary when performance of such obligation(s) is rendered
impossible or unreasonably difficult as a result of any acts of God, war,
industry wide labor strikes or unrest, extreme or abnormal weather, acts of
terrorism, general disruptions to the economy or day-to-day operations of the
government of the Parish of St. Helena, the State of Louisiana or the United
States of America which make conducting business in general unreasonably
difficult or impossible.


 


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


 


(A)                              AGREES
THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO
THIS AGREEMENT, THE TRANSFER CONTEMPLATED HEREIN OR ANY STATEMENT, COURSE OF
CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH ANY OF 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)                                ACKNOWLEDGES
THAT SUCH COURTS WILL BE THE MOST CONVENIENT FORUM FOR ANY RELATED LITIGATION,
WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT
IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY RELATED LITIGATION BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVES ANY RIGHT TO
OBJECT, WITH RESPECT TO ANY RELATED LITIGATION, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER IT; AND


 


(C)                                CONSENTS
AND AGREES 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 THIS 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).


 


11.25                     JURY
WAIVER.  TO THE FULLEST EXTENT
PERMITTED BY LAW, THE PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES 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
AGREEMENT.


 


11.26.                  Right of First Refusal.


 


(a)                                  Should any one of or all the Sellers, on or
before that date which is ten (10) years


 


43

















 


after the Agreement Date,
receive a bona-fide, arm’s length, good faith offer to purchase any of the
assets of the truck stops listed on Schedule 11.21(b) or hereafter
acquired by any Sellers, (excluding the sale of any asset determined by the
Company to no longer be necessary to the operation of such truck stop or
otherwise sold in the ordinary course of the operation of such truck stop (i.e.
fuel and inventory) or any of the membership interests in the Company from an
unrelated third-party (the “Offer”), Purchaser shall have the right, but not
the obligation, to first purchase such truck stop or the Company under the same
terms and conditions contained in the Offer.


 


(b)                                 Schedule 11.21(b) is
a complete list of truck stops owned by any Seller as of the Agreement Date and
the Closing Date.


 


(c)                                  The
foregoing right of first refusal shall not apply to any transfers between: (i) the
Sellers; (ii) trusts established by a Seller; or (iii) the spouses,
children or nieces or nephews of a Seller, as applicable (each, a Transferee); provided however, in every event, the
Purchaser’s Right of First Refusal shall become and remain an obligation of
each of the foregoing Transferees and shall apply to any subsequent transfer by
such Transferee.


 


(d)                                 Sellers
shall provide Purchaser, within fifteen days (15) of their receipt of any
Offer, a copy of the Offer (the “Offer Notice”).


 


(e)                                  Purchaser
shall have thirty (30) Business Days (the “Offer Period”) following its receipt
of the Offer Notice to elect, in a writing delivered to the applicable Seller,
to exercise its right to purchase under this Right of First Refusal.  If Purchaser shall fail to make the election
described herein within the Offer Period, Sellers may sell the Truck Stop or
the Company to the third-party offeror identified in the Offer Notice (“Offeror”),
and Purchaser’s rights hereunder shall cease and be of no further force and
effect.  During the Offer Period, Sellers
shall grant Purchaser access to all of the books, records and premises of the
Truck Stop or the Company in order to evaluate the Offer and the current
performance of the Truck Stop or the Company.


 


(f)                                    Should
the sale to the Offeror fail to be consummated, this Right of First Refusal
shall continue to be effective and any other offers to purchase the Truck Stop
or the Company shall be subject to this Right of First Refusal.


 


(g)                                 Notwithstanding
any terms of the Offer, should Purchaser elect to exercise its right to
purchase the Truck Stop or the Company under this Right of First Refusal,
Purchaser shall have one hundred twenty days (120) thereafter to close the
purchase of the Truck Stop or the Company under such terms and conditions as
are contained in the Offer.


 


[The remainder of this page is left intentionally blank]


 


44

















 


	
  THUS DONE AND PASSED on the 16th day of May, 2006, in the
  County/Parish of Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  FELICIANA
  VENTURES, INC., a Louisiana

  
	
  Printed Name:

  	
  Tiffanie L.
  Stewart

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Minnie L.
  Hughes

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  	
   Minnie L. Hughes

  
	
  Printed Name:

  	
  Dexter Thurber

  	
   

  	
   

  	
   Secretary - Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   /s/

  	
   Shelby Easterly

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby
  Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THUS DONE AND
  PASSED on the 16th day of May, 2006, in the County/Parish of
  Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  FOREST GOLD
  TRUCK PLAZA AND CASINO,

  
	
  Printed Name:

  	
  Tiffanie L.
  Stewart

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Minnie L.
  Hughes

  
	
  /s/ Dexter
  Thurber

  	
   

  	
  Minnie L. Hughes

  
	
  Printed Name:

  	
  Dexter Thurber

  	
   

  	
   Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby
  Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
										



 


45

















 


	
  THUS DONE AND PASSED on the 16th day of May, 2006, in the
  County/Parish of Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  ST. HELENA
  EXPRESS AND CASINO,

  
	
  Printed Name:

  	
   Tiffanie
  L. Stewart

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Minnie L.
  Hughes

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  	
   Minnie L. Hughes

  
	
  Printed Name:

  	
   Dexter
  Thurber

  	
   

  	
   

  	
   Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby
  Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THUS DONE AND
  PASSED on the 16th day of May, 2006, in the County/Parish of
  Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  SEABUCKLE
  GAMING, INC., a Louisiana

  
	
  Printed Name:

  	
   Tiffanie
  L. Stewart

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Minnie L.
  Hughes

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  	
   Minnie L. Hughes

  
	
  Printed Name:

  	
   Dexter
  Thurber

  	
   

  	
   

  	
   Authorized Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby
  Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
												



 


46

















 


	
  THUS DONE AND
  PASSED on the 16th day of May, 2006, in the County/Parish of
  Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  /s/       Claude
  M. Penn

  	
   

  
	
  Printed Name:

  	
  Tiffanie L.
  Stewart

  	
   

  	
  By her duly authorized agent, Claude M. Penn,

  
	
   

  	
   

  	
   

  	
  Jr.

  
	
   

  	
   

  	
   

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Dexter Thurber

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THUS DONE AND
  PASSED on the 16th day of May, 2006, in the County/Parish of
  Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  /s/       Minnie
  L. Hughes

  	
   

  
	
  Printed Name:

  	
  Tiffanie L.
  Stewart

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Dexter Thurber

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
														



 


47

















 


	
  THUS DONE AND
  PASSED on the 16th day of May, 2006, in the County/Parish of
  Livingston, 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/ Tiffanie L.
  Stewart

  	
   

  	
  /s/ Claude
  M. Penn, Jr.

  	
   

  
	
  Printed Name:

  	
  Tiffanie L.
  Stewart

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dexter
  Thurber

  	
   

  	
   

  
	
  Printed Name:

  	
  Dexter Thurber

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  A. Shelby

  	
   

  
	
   

  	
   

  	
   

  	
  A. Shelby
  Easterly, Bar No. 5253

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THUS DONE AND
  PASSED on the 22nd day of May, 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/ Susan G. Kriz

  	
   

  	
  a Delaware
  corporation

  
	
  Printed Name:

  	
  Susan G. Kriz

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P.
  Jacobs

  
	
  /s/ Stephen P.
  Owendoff

  	
   

  	
  Jeffrey P.
  Jacobs

  
	
  Printed Name:

  	
  Stephen P.
  Owendoff

  	
   

  	
  Authorized
  Representative

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  Chrissy A.
  DeNitto

  	
   

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Chrissy A.
  DeNitto

  	
   

  
														



 


48

















 


	
  THUS DONE AND PASSED on the 22nd day of
  May, 2006, in the County of Maricopa, State of Arizona, 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:

  
	
  /s/ Anna
  Catherine Viator

  	
   

  	
  a Louisiana
  corporation

  
	
  Printed Name:

  	
  Anna Catherine
  Viator

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lanis J. Viator

  
	
  /s/ Eric C.
  Scaffold

  	
   

  	
  Lanis J. Viator, authorized representative

  
	
  Printed Name:

  	
  Eric C. Scaffold

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  Chrissy A.
  DeNitto

  	
   

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Chrissy A.
  DeNitto

  	
   

  
	
   

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

  
	
   

  
	
  THUS DONE AND
  PASSED on the 22nd day of May, 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:

  	
   

  	
   

  	
  JEFFREY P.
  JACOBS, Individually

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Susan G.
  Kriz

  	
   

  	
  /s/ Jeffrey P.
  Jacobs

  	
   

  
	
  Printed Name:

  	
  Susan G. Kriz

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephen P.
  Owendoff

  	
   

  	
   

  
	
  Printed Name:

  	
  Stephen P.
  Owendoff

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  Chrissy A.
  DeNitto

  	
   

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Chrissy A.
  DeNitto

  	
   

  
													



 


49

















 


	
  THUS DONE AND
  PASSED on the 24th day of May, 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:

  	
   

  	
   

  	
  JACOBS FAMILY
  CONTROL TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Helena M.
  Hogstraten

  	
   

  	
  By:

  	
  /s/ Stanley R.
  Gorom

  
	
  Printed Name:

  	
  Helena M.
  Hogstraten

  	
   

  	
  Stanley R. Gorom
  III, Trustee of the Jacobs 

  
	
   

  	
   

  	
  Family Control
  Trust

  
	
   

  	
   

  	
   

  
	
  /s/ Susan G.
  Kriz

  	
   

  	
   

  
	
  Printed Name:

  	
   Susan G.
  Kriz

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  Herbert G.
  Hotchkiss

  	
   

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Herbert G.
  Hotchkiss

  	
   

  
	
   

  
	
   

  
	
  THUS DONE AND
  PASSED on the 24th day of May, 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:

  	
   

  	
   

  	
  JACOBS FAMILY
  ECONOMIC TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Helena M.
  Hogstraten

  	
   

  	
  By:

  	
  /s/ Stanley R.
  Gorom, III

  
	
  Printed Name:

  	
   Helena M.
  Hogstraten

  	
   

  	
  Stanley R. Gorom
  III, Trustee of the Jacobs 

  
	
   

  	
   

  	
  Family Control
  Trust

  
	
   

  	
   

  	
   

  
	
  /s/ Susan G.
  Kriz

  	
   

  	
   

  
	
  Printed Name:

  	
   Susan G.
  Kriz

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/

  	
  Herbert G.
  Hotchkiss

  	
   

  
	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Herbert G.
  Hotchkiss

  	
   

  
												



 


50