actoffourthamendment.htm


     

    
      

      

    

     

    
      EXHIBIT 10.11
 

      


      


      ACT
OF FOURTH AMENDMENT OF MULTIPLE OBLIGATIONS MORTGAGE

      


                 BE
IT KNOWN, that on the dates hereinafter set forth, before the undersigned
Notaries Public, duly commissioned and qualified, and in the presence of the
undersigned competent witnesses, personally came and appeared:

      


      THE OLD EVANGELINE DOWNS,
L.L.C. (TIN: 72-1280511), formerly named The Old Evangeline Downs, L.C.,
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Louisiana, and has its registered office
at One American Place, Ninth Floor, Baton Rouge, LA 70825, appearing herein
through Natalie Schramm,, its Chief Financial Officer, being duly authorized by
virtue of a Consent of the Sole Member, a copy of which is on file and of
record, hereinafter referred to as “Mortgagor”,

      


      and

      


       WELLS FARGO FOOTHILL, INC., a
corporation organized and existing under the laws of the State of California, as
agent for the lenders which are parties to that certain Loan and Security
Agreement dated as of June 16, 2004, by and among Mortgagor, Diamond Jo, LLC
(formerly known as Peninsula Gaming Company, LLC), Diamond Jo Worth, LLC,
Peninsula Gaming, LLC and Mortgagor, as borrowers, the lenders party thereto,
and Wells Fargo Foothill, Inc., as the arranger and agent for the lenders party
thereto,as amended by that certain First Amendment to Loan and Security
Agreement dated as of November 10, 2004, as further amended by that certain
Second Amendment to Loan and Security Agreement dated as of July 12, 2005, as
further amended that certain Third Amendment to Loan and Security Agreement and
Consent dated as of December 6, 2006, as amended that certain Fourth Amendment
to Loan and Security Agreement and Consent dated as of December 22, 2006, as
supplemented by that certain Borrower Supplement No. 1 dated as of May 13, 2005,
as supplemented by that certain Borrower Supplement dated as of August 6, 2009
(collectively, the “Existing Loan
Agreement”), which Existing Loan Agreement has been amended and restated
by that certain Amended and Restated Loan and Security Agreement dated as of
even date herewith (as amended, restated, supplemented or otherwise modified
from time to time, the “Loan Agreement”), by
and among Diamond Jo, LLC (formerly known as Peninsula Gaming Company, LLC),
Diamond Jo Worth, LLC, Peninsula Gaming, LLC and Mortgagor, as borrowers, the
lenders party thereto (the “Lenders”) and Wells
Fargo Foothill, Inc., as the arranger and agent for the Lenders, appearing
herein through its duly authorized representative, hereinafter referred to as
“Mortgagee”,


      
        
          
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      who
declared that:

      


                 By
Multiple Obligations Mortgage dated June 16, 2004, effective as of June 16,
2004, recorded on June 16, 2004 as Original Act No. 926580, Mortgage Book 1210,
page 99 of the official records of St. Landry Parish, Louisiana, and on June 17,
2004 in Mortgage Book 613, Entry No. 177 of the official records of West Baton
Rouge Parish, Louisiana, as amended pursuant to (i) that certain Act of
Amendment of Multiple Obligations Mortgage recorded on November 12, 2004 as
Original Act No. 934609, Mortgage Book 1230, page 523 of the official records of
St. Landry Parish, Louisiana, and on November 12, 2004 in Mortgage Book 623,
Entry No. 81 of the official records of West Baton Rouge Parish, Louisiana, (ii)
that certain Act of Second Amendment of Multiple Obligations Mortgage recorded
on July 14, 2005 as Original Act. No. 947084, Mortgage Book 1262, page 696 of
the official records of St. Landry Parish, Louisiana, and on July 14, 2005 in
Mortgage Book 637, Entry No. 81 of the official records of West Baton Rouge
Parish, Louisiana (as amended, the “Mortgage”), and (iii)
that certain Act of Third Amendment of Multiple Obligations Mortgage recorded on
August 24, 2007, as Original Act. No. 987779, Mortgage Book 1365, page 556 of
the official records of St. Landry Parish, Louisiana, and on August 24, 2007 in
Mortgage Book 684, Entry No. 302 of the official records of West Baton Rouge
Parish, Louisiana, Mortgagor executed in favor of Mortgagee a mortgage on
certain properties in St. Landry Parish and West Baton Rouge Parish, as more
fully described on Exhibit A attached hereto, to secure the Obligations (as such
term is defined in the Mortgage).

      


                 Mortgagor
and Mortgagee hereby agree as follows:

      


      1.           The
definition of the term “Borrower” in Section 1.3 of the Mortgage is hereby
modified and amended by amending and restating such section in its entirety to
read as follows:

      


      1.3  Borrower.  The word
“Borrower” means individually, collectively and interchangeably Diamond Jo, LLC
(formerly known as Peninsula Gaming Company, LLC), Diamond Jo Worth, LLC,
Peninsula Gaming, LLC and Mortgagor.

      


      2.           The
definition of the term “Obligations” in Section 1.14 of the Mortgage is hereby
modified and amended by amending and restating such section in its entirety to
read as follows:

      


      “1.14
Obligations.  The
word “Obligations” means individually, collectively and interchangeably (a) any
and all loans, advances, debts, principal, interest (including interest that,
but for the provisions of the United States Bankruptcy Code, would have
accrued), contingent reimbursement obligations with respect to letters of
credit, premiums, liabilities, obligations, fees, charges, costs, expenses
(including any fees or expenses that, but for the provisions of the United
States Bankruptcy Code, would have accrued), lease payments, guaranties,
covenants, and duties of any kind and description owing by Borrower to the
Lender Group pursuant to or evidenced by the Loan Agreement and other Loan
Documents and irrespective of whether for the payment of money, whether direct
or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, and including all interest not paid when due and all expenses
that Borrower is


      
        
          
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      required
to pay or reimburse under the Loan Agreement and other Loan Documents, by law,
or otherwise, whether Borrower is obligated alone or with others on a “solidary”
or “joint and several” basis, as a principal obligor or as a surety, guarantor,
or endorser of every nature and kind whatsoever,  whether or not any
such Obligations may be barred under any statute of limitations or prescriptive
period or may be or become otherwise unenforceable or voidable for any reason
whatsoever,  and (b) the obligations of Guarantor arising from the
Loan Documents to which Guarantor is a party, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
and including all interest not due when paid and all expenses that Guarantor is
required to pay or reimburse under the Loan Documents, by law, or otherwise,
whether Guarantor is obligated alone or with others on a “solidary” or “joint
and several” basis, as a principal obligor or as a surety, guarantor, or
endorser of every nature and kind whatsoever, whether or not any such
Obligations may be barred under any statute of limitations or prescriptive
period or may be or become otherwise unenforceable or voidable for any reason
whatsoever.  Any reference in this Mortgage or in the Loan Documents
to the Obligations shall include all amendments, changes, extensions,
modifications, renewals, replacements, substitutions, and supplements, thereto
and thereof, as applicable, both prior and subsequent to any insolvency
proceeding.  Notwithstanding any other
provision of this Mortgage, the maximum amount of Obligations secured hereby
shall be limited to $58,500,000.00.”

      


      3.           The
first paragraph of Article XV of the Mortgage is hereby amended and modified to
read as follows:

       

      As
additional collateral security for the prompt and punctual payment and
satisfaction of any and all present and future Obligations in favor of Mortgagee
as may be outstanding from time to time, at any one or more times, and all
Additional Advances that Mortgagee may make on Mortgagor’s behalf pursuant to
this Mortgage, together with interest thereon as provided herein up to a maximum
principal amount outstanding at any one or more times, from time to time, not to
exceed U.S. $58,500,000.00,  together with interest, costs, expenses,
attorneys’ fees and other fees and charges, Mortgagor hereby assigns, pledges
and grants Mortgagee a continuing security interest in and to:

       

      


      4.           Any
references in the Mortgage to the term “Related Documents” are hereby deleted
and replaced with the term “Loan Documents” as defined in the Loan
Agreement.

      


      5.           Any
references in the Mortgage to the term “Loan Agreement” are hereby modified and
shall hereafter refer to the Loan Agreement, as the same may be modified,
supplemented, amended and restated from time to time.

      


      6.           Any
references in the Mortgage to the term “Maturity Date” are hereby modified and
shall hereafter refer to the date of January 15, 2014, subject to the provisions
of the Loan Agreement.


      
        
          
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      7.           In
consideration of the execution and delivery of this amendment by Mortgagee,
Mortgagor hereby represents and warrants in favor of Mortgagee and the other
members of the Lender Group (as defined in the Mortgage) as
follows:

      


       

      a.           the
execution, delivery, and performance by Mortgagor of this amendment have been
duly authorized by all necessary action on the part of Mortgagor;

       

      b.           the
execution, delivery, and performance by Mortgagor of this amendment do not and
will not (i) violate any provision of federal, state, or local law or regulation
applicable to Mortgagor, the governing documents of Mortgagor, or any order,
judgment, or decree of any court or other governmental authority binding on
Mortgagor, (ii) conflict with, result in a breach of, or constitute (with due
notice or lapse of time or both) a default under any material contractual
obligation of Mortgagor, (iii) result in or require the creation or imposition
of any lien of any nature whatsoever upon any properties or assets of Mortgagor,
other than Permitted Liens (as defined in the Loan Agreement), or (iv) require
any approval of Mortgagor’s members or shareholders or any approval or consent
of any person or entity under any material contractual obligation of
Mortgagor;

       

      c.           the
execution, delivery, and performance by Mortgagor of this amendment do not and
will not require any registration with, consent, or approval of, or notice to,
or other action with or by, any governmental authority or other person or
entity, other than any consent or approval that has been obtained and remains in
full force and effect; and

       

      d.           this
amendment, when executed and delivered by Mortgagor, will be the legally valid
and binding obligations of Mortgagor, enforceable against Mortgagor in
accordance with their respective terms, except as enforcement may be limited by
equitable principles or by bankruptcy, insolvency, reorganization, moratorium,
or similar laws relating to or limiting creditors’ rights
generally.

       

      8.           This
amendment shall be deemed to be a Loan Document (as defined in the Loan
Agreement) for all purposes.

       

      9.           Mortgagor
does further declare that except as expressly modified herein, the Mortgage is
hereby ratified and confirmed and shall otherwise remain in full force, virtue
and effect as executed.

      


      


      


      


      


      SIGNATURES
CONTINUED ON NEXT PAGE

      



      
        
          
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      THUS DONE AND PASSED, on
the 26th day of October, 2009, in the presence of the undersigned Notary
and the undersigned competent witnesses, who hereunto sign their names with
Mortgagor after reading of the whole.

      


       

      
        
          	
                  WITNESSES:

                   

                	 	 	
                   MORTGAGOR:

                  THE OLD EVANGELINE DOWNS,
      L.L.C.

                   

                	 
	
                  /s/Janet
      Bevan-Bries

                	 	 By:	
                  /s/
      Natalie Schramm

                	 
	
                  Print
      Name: Janet Bevan-Bries

                	 	 	
                  Name:
      Natalie Schramm

                	 
	
                   

                	 	 	
                  Title: 
      CFO

                	 
	/s/Dustin
      Manternach	 	 	 	 
	Print
      Name: Dustin Manternach	 	 	 	 


        

      

       

                                                      


        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Karen
      M. Beetem	 
	 	 	Karen
      M. Beetem, NOTARY PUBLIC	 
	 	 	 	 
	 	 	My
      Commission expires:  10/20/10 	 
	 	 	(SEAL)	 


        

      

      


      


       

       

       

       


      
        
          
            ACT OF
FOURTH AMENDMENT TO LOUISIANA MORTGAGE

             

            LEGAL_US_W #
62608053.2

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      THUS DONE AND PASSED, on
the 29th day of October, 2009, in the presence of the undersigned Notary
and the undersigned competent witnesses, who hereunto sign their names with
Mortgagee after reading of the whole.

      


      
         

        
          
            	
                    WITNESSES:

                     

                  	 	 	
                     MORTGAGEE:

                    WELLS FARGO FOOTHILL,
      INC.

                     

                  	 
	
                    /s/Daniel
      Whitner

                  	 	 By:	
                    /s/
      Patrick McCormack

                  	 
	
                    Print
      Name: Daniel Whitwer

                  	 	 	
                    Name:
      Patrick McCormack

                  	 
	
                     

                  	 	 	
                    Title: 
      Vice President

                  	 
	/s/Doug
      Stewart 	 	 	 	 
	Print
      Name:  Doug Stewart	 	 	 	 


          

        

         

         

        State of CALIFORNIA

        County of Los Angeles

         

        On October 29, 2009 before me, D'Nira S. Walden, Notary Public,
personally appeared Patrick McCormack, Daniel Whitwer, and Doug Stewart wh
provied to me on the basis of satisfactory evidence to be the person(s) whose
name(s) are subscribed to the within instrument and acknoweldge to me tht they
executed the same in their authorized capacity(ies) and that by their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

         

        I certify uner PENALTY OF PERJURY under the laws of the State of
California taht the foregoing paragraph is true and correct.

                                                        


          
            	 	 	 
	 	 	 	 
	
                     

                  	
                     

                  	/s/ D'Nira
      S. Walden	 
	 	 	 NOTARY
      PUBLIC	 
	 	 	My
      Comm. expires Jul 3, 2010  	 
	 	 	(SEAL)	 


          

        

        


      

       

       

      
 


      
        
          
            ACT OF
FOURTH AMENDMENT TO LOUISIANA MORTGAGE

             

            LEGAL_US_W #
62608053.2

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      (OWNED
REAL ESTATE)

      


      1A.           A
certain tract or parcel of ground, together with any and all buildings and
improvements thereon, located in Sections 77 & 83, Township 6 South, Range 4
East, ST. LANDRY PARISH, LOUISIANA, containing 7.329 acre, Cosgrove A, being
shown and described according to “PLAT OF SURVEY PREPARED FOR THE OLD EVANGELINE
DOWNS, L.C. SHOWING A 7.329 ACRE TRACT OF LAND SITUATED IN T-6-S, R-4-E, ST.
LANDRY PARISH, LOUISIANA”, by Randall E. Ward, Registered Professional Land
Surveyor, Aucoin & Associates, Inc., dated 8/20/02, a copy of which is filed
of record, said tract being more particularly described according to said plat
as follows, to-wit:

      


      Commence
at a point which is the intersection of the East Line of La. 1244 and the North
Line of La. Hwy. 31; thence go North 62 degrees 31’ 23” West a distance of
643.93’ to corner located on the right-of-way of La. Hwy. 1244 and POINT OF
BEGINNING; thence go South 13 degrees 19’ 14” West a distance of 491.68’ to
point and corner located on the Northerly right-of-way of La. Hwy. 31/Creswell
Lane (Ext.); thence go along highway right-of-way South 77 degrees 27’ 33” West
a distance of 680.72’ to point and corner; thence go North 01 degrees 21’ 49”
East a distance of 299.21’ to point and corner; thence go North 77 degrees 26’
43” East a distance of 182.50’ to point; thence go North 42 degrees 45’ 59” East
a distance of 570.51’ to point and corner; thence go South 57 degrees 21’ 46”
East a distance of 243.58’ to corner and POINT OF BEGINNING.

      


      Being the
same property acquired by The Old Evangeline Downs, L.C. from Martin A.
Cosgrove, Sr., et al, as per act of Cash Sale filed of record in the Official
Conveyance Records of St. Landry Parish, LA, on September 6, 2002, in COB H-39,
page 863, Document #893521.

      


      1B.           A
certain tract or parcel of ground, together with any and all buildings and
improvements thereon, located in Sections 77 & 83, Township 6 South, Range 4
East, ST. LANDRY PARISH, LOUISIANA, containing 3.232 acres, being shown and
described according to “PLAT OF SURVEY PREPARED FOR THE OLD EVANGELINE DOWNS,
L.C. SHOWING A 3.232 ACRE TRACT OF LAND SITUATED IN T-6-S, R-4-E, ST. LANDRY
PARISH, LOUISIANA”, by Randall E. Ward, Registered Professional Land Surveyor,
Aucoin & Associates, Inc., dated 8/20/02, a copy of which is filed of
record, said tract being more particularly described according to said plat as
follows, to-wit:

      


      Commence
at a point which is the intersection of the East Line of La. 1244 and the North
Line of La. Hwy. 31; thence go South 79 degrees 04’ 56” West a distance of
109.21’ to the Southeast corner of the herein described tract which is the POINT
OF BEGINNING located on the Northerly right-of-way of La. Hwy. 31/Creswell Lane
(Ext.); thence go along highway right-of-way South 77 degrees 25’ 05” West a
distance of 593.15’ to point and corner; thence go North 13 degrees 19’ 14” East
a distance of 491.68’ to point and corner located on the Southerly right-of-way
of La. Hwy. 1244; thence go South 57 degrees 21’ 46” East a distance of 383.59’
to point; thence South 46 degrees 56’ 58” East a distance of 102.33’ to point;
thence go South 58 degrees 13’ 13” East a distance of


      
        
          
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      77.87’ to
point; thence go South 02 degrees 52’ 47” East a distance of 31.51’ to corner
and POINT OF BEGINNING.

      


      Being the
same property acquired by The Old Evangeline Downs, L.C. from Gordon Donald
Watkins, et al, as per act of Cash Sale filed of record in the Official
Conveyance Records of St. Landry Parish, LA, on September 6, 2002, in COB H-39,
page 984, Document #893533.

      


      


      1C.           A
certain tract or parcel of ground, together with any and all improvements
thereon, located in ST. LANDRY PARISH, LOUISIANA, being shown and described as
TRACT 15, containing 150.045 acres, according to “Plat of Survey for Alice B.
Heard Realty Co., Inc. showing a partition of property situated in sections 38,
41, 42, 43, 54, 59, 65, 67, 68, 69, 70, 73, 76, 77 and 83, township 6 south,
range 4 east, St. Landry Parish, Louisiana”, dated September 13, 1985, by Robert
L. Wolfe, Jr., Registered Professional Land Surveyor, Morgan Goudeau Associates,
Inc., filed of record in the Official Conveyance Records of the Parish of St.
Landry, Louisiana, as Register #701770, in COB R-26, folio 143.

      


      Said
tract being further described as Tract 15, containing 149.997 acres, according
to “PLAT OF SURVEY FOR CONCEPT INVESTMENTS, INC. SHOWING TRACTS 15 & 16 OF
THE ALICE BOAGNI HEARD PARTITION SITUATED IN SECTIONS 41, 65, 76, 77 & 83,
TOWNSHIP 6 SOUTH, RANGE 4 EAST ST. LANDRY PARISH, LOUISIANA”, by Robert Wolfe,
Jr., RPLS, for Morgan Goudeau & Associates, dated January 14, 2000, a copy
of which is filed of record in the Official Conveyance Records of St. Landry
Parish, LA.

      


      Being the
same property acquired by The Old Evangeline Downs, L.C. from Alice Augusta
Rozas Beinvenu, et al, as per act of Cash Sale filed of record in the Official
Conveyance Records of St. Landry Parish, LA, on September 6, 2002, in COB H-39,
page 870, Document #893522.

      


      


      1D.           A
certain tract or parcel of ground, together with any and all improvements
thereon, located in ST. LANDRY PARISH, LOUISIANA, being shown and described as
TRACT 16, containing 143.045 acres, according to “Plat of Survey for Alice B.
Heard Realty Co., Inc. showing a partition of property situated in sections 38,
41, 42, 43, 54, 59, 65, 67, 68, 69, 70, 73, 76, 77 and 83, township 6 south,
range 4 east, St. Landry Parish, Louisiana”, dated September 13, 1985, by Robert
L. Wolfe, Jr., Registered Professional Land Surveyor, Morgan Goudeau Associates,
Inc., filed of record in the Official Conveyance Records of the Parish of St.
Landry, Louisiana, as Register #701770, in COB R-26, folio 143.

      


      LESS
& EXCEPT:

      


      1)           A
5.0 acre tract sold to Joseph Y. Dupre, et ux, from Mary Ann Rozas Darby, as per
Act of Cash Sale filed of record July 2, 1987, in COB I-29, folio 243, Official
Conveyance Records of St. Landry Parish, LA.

      2)           A
9.077 acre tract sold to Gerard Peron, et ux, as per act of Sale filed of record
May 21, 1990, in COB K-32, folio 240, Official Conveyance Records of St. Landry
Parish, LA.


      
        
          
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      Said
tract being further described as Tract 16, containing 128.990 acres, according
to “PLAT OF SURVEY FOR CONCEPT INVESTMENTS, INC. SHOWING TRACTS 15 & 16 OF
THE ALICE BOAGNI HEARD PARTITION SITUATED IN SECTIONS 41, 65, 76, 77 & 83,
TOWNSHIP 6 SOUTH, RANGE 4 EAST ST. LANDRY PARISH, LOUISIANA”, by Robert Wolfe,
Jr., RPLS, for Morgan Goudeau & Associates, dated January 14, 2000, a copy
of which is filed of record in the Official Conveyance Records of St. Landry
Parish, LA.  Being the same property acquired by The Old Evangeline
Downs, L.C. from Mary Ann Rozas Nicholson, et al, as per act of Cash Sale filed
of record in the Official Conveyance Records of St. Landry Parish, LA, on
September 6, 2002, in COB H-39, page 881, Document #893523.

      


      


      1E.           Five
(5) certain tracts or parcels of ground, together with any and all improvements
thereon, located in ST. LANDRY PARISH, LOUISIANA, being shown and described as
TRACT “A”, containing 188.540 acres, TRACT “C”, containing 19.145 acres, TRACT
“D”, containing 5.464 acres, TRACT “E”, containing 18.531 acres, TRACT “F”,
containing 10.570 acres, according to “PLAT OF SURVEY PREPARED FOR THE OLD
EVANGELINE DOWNS, L.C. SHOWING SEVERAL TRACTS OF LAND SITUATED IN T-6-S, R-4-E
ST. LANDRY PARISH, LOUISIANA”, by Randall E. Ward, PLS/Aucoin & Associates,
Inc., dated January 28, 2003, said tracts having such measurements and
dimensions as shown on said survey.  Being the same property acquired
by The Old Evangeline Downs, L.C. from Fort Hamilton Heights-West, et al, as per
act of Cash Sale filed of record in the Official Conveyance Records of St.
Landry Parish, LA, on September 6, 2002, in COB H-39, page 944, Document
#893531.

      


      1F.           A
certain tract or parcel of ground, together with any and all improvements
thereon, located in Sections 77 and 83, Township 6 South, Range 4 East, St.
Landry Parish, La, being shown and described as COSGROVE B, 4.407 acres,
according to “PLAT OF SURVEY PREPARED FOR THE OLD EVANGELINE DOWNS, L.C. SHOWING
A 4.407 ACRE TRACT OF LAND SITUATED IN T-6-S, R-4-E ST. LANDRY PARISH,
LOUISIANA”, by Randall E. Ward, RPLS, dated 8/16/02, revised 9/20/02, said tract
being further shown and described according to said survey as follows,
to-wit:

      


      Commence
at the Northeasterly corner of said tract, located on the right-of-way of La.
Hwy. 1244, which point is located North 61 degrees 06’ 27” West a distance of
886.79 from the intersection of the East Line of La. 1244 and the North Line of
La. Hwy. 31, which  point is the POINT OF BEGINNING; thence go South
42 degrees 45’ 59” West a distance of 570.51’ to point; thence go South 77
degrees 26’ 43” West a distance of 182.50’ to point; thence go North 01 degrees
21’ 49” East a distance of 202.26’ to point; thence go North 01 degrees 40’ 13”
East a distance of 283.39’ to point and corner; thence go North 84 degrees 27’
38” East a distance of 256.12’ to point; thence go North 18 degrees 08’ 07” East
a distance of 118.94’ to point and corner located on the right-of-way of La.
Hwy. 1244; thence go along said highway right-of-way South 57 degrees 41’ 32”
East a distance of 308.22’ to corner and POINT OF BEGINNING. Being the same
property acquired by The Old Evangeline Downs, L.L.C. from Martin A. Cosgrove,
Sr.,


      
        
          
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      et al, as
per act of Cash Sale filed of record in the Official Conveyance Records of St.
Landry Parish, LA, on May 15, 2003, in COB R39, page 270, Document
#905624.

      


      1G.           A
certain tract or parcel of ground, together with any and all improvements
thereon, located in Section 77, Township 6 South, Range 4 East, St. Landry
Parish, La, being shown and described as COSGROVE C, 0.515 acres, according to
“PLAT OF SURVEY PREPARED FOR THE OLD EVANGELINE DOWNS, L.C. SHOWING A 1.377 ACRE
TRACT OF LAND SITUATED IN T-6-S, R-4-E ST. LANDRY PARISH, LOUISIANA”, by Randall
E. Ward, RPLS, dated 9/20/02, said tract being further shown and described
according to said survey as follows, to-wit:

      


      Commence
at the Northeasterly corner of said tract, located on the right-of-way of La.
Hwy. 1244, which point is located North 60 degrees 13’ 37” West a distance of
1194.60’ from the intersection of the East Line of La. 1244 and the North Line
of La. Hwy. 31, which point is the POINT OF BEGINNING; thence go South 18
degrees 08’ 07” West a distance of 118.94’ to point and corner; thence go South
84 degrees 27’ 38” West a distance of 157.47’ to point and corner; thence go
North 14 degrees 11’ 07” East a distance of 64.09’ to point; thence go North 31
degrees 48’ 21” East a distance of 151.97’ to point located on the right-of-way
of La. Hwy. 1244; thence go along said highway right-of-way, South 57 degrees
13’ 55” East a distance of 116.50 to corner and POINT OF
BEGINNING.  Being the same property acquired by The Old Evangeline
Downs, L.L.C. from Martin A. Cosgrove, Sr., et al, as per act of Cash Sale filed
of record in the Official Conveyance Records of St. Landry Parish, LA, on May
15, 2003, in COB R39, page 270, Document #905624

      


      


      1H.           A
certain tract or parcel of ground, together with any and all improvements
thereon, located in Section 77, Township 6 South, Range 4 East, St. Landry
Parish, La, being shown and described as COSGROVE D, 0.862 acre, according to
“PLAT OF SURVEY PREPARED FOR THE OLD EVANGELINE DOWNS, L.C. SHOWING A 0.862 ACRE
TRACT OF LAND SITUATED IN T-6-S, R-4-E ST. LANDRY PARISH, LOUISIANA”, by Randall
E. Ward, RPLS, dated 9/20/02, said tract being further shown and described
according to said survey as follows, to-wit:

      


      Commence
at the Northeasterly corner of said tract, located on the right-of-way of La.
Hwy. 244, which point is located North 59 degrees 57’ 39” West a distance of
1310.96’ from the intersection of the East Line of La. 1244 and the North Line
of La. Hwy. 31, which point is the POINT OF BEGINNING; thence go South 31
degrees 48’ 21” West a distance of 151.97’ to point; thence go South 14 degrees
11’ 07” West a distance of 64.09’ to point and corner; thence go South 84
degrees 27’ 38” West a distance of 98.65’ to point and corner; thence go North
01 degrees 40’ 13” East a distance of 319.81’ to point and corner located on
highway right-of-way of La. Hwy. 1244; thence go along said highway right-of-way
South 57 degrees 13’ 55” East a distance of 219.61’ to point and corner which is
the POINT OF BEGINNING.  Being the same property acquired by The Old
Evangeline Downs, L.L.C. from Martin A. Cosgrove, Sr., et al, as per act of
Cash


      
        
          
            LEGAL_US_W #
62608053.2

          

           


        

        
           


          
            

          

        

        
           


        

      


      Sale
filed of record in the Official Conveyance Records of St. Landry Parish, LA, on
May 15, 2003, in COB R39, page 277, Document #905628.

      


      1I.           A
certain tract or parcel of ground, together with any and all buildings and
improvements thereon, located in Section 77, Township 6 South, Range 4 East, ST.
LANDRY PARISH, LOUISIANA, containing 5.00 + acres, being shown and described
according to “MAP PREPARED FOR  MR. AND MRS. MICKEY
DUPRE  SHOWING OPTION TO PURCHASE FOR SITUATED IN SECTION 77 T-6-S,
R-4-E ST. LANDRY PARISH, LOUISIANA”, by  Aucoin & Associates,
Inc., dated 8/7/02, a copy of which is filed of record in COB Q39, page 979,
Act. #905237, Official Records of St. Landry Parish, LA., said tract being more
particularly described according to said plat as follows, to-wit:

      


      Commence
at a point which is the intersection of the East Line of La. 1244 and the North
Line of La. Hwy. 31; thence North 57 degrees 16' 43'' West a distance of
1643.04' to a point and corner located on La. Hwy. 1244 being the POINT OF
BEGINNING; thence go North 57 degrees 22' 20'' West a distance of 223.64' to a
point and corner; thence North 30 degrees 08 '31'' East a distance of 974.68' to
point and corner; thence South 57 degrees 22 '18' 'East a distance of 223.35' to
point and corner; thence South 30 degrees 07 '31''West a distance of 974.59''
back to the POINT OF BEGINNING.  Being the same property acquired by
The Old Evangeline Downs, L.L.C. from Paul Mickey Dupre, et ux, as per act of
Cash Sale filed of record in the Official Conveyance Records of St. Landry
Parish, LA, on May 8, 2003, in COB Q39, page 979, Act No. 905237, Official
Conveyance Records of St. Landry Parish, LA.

      


      1J.           One
certain lot or parcel of ground, together with any and all buildings and/or
improvements thereon, located in Sections 76 & 77, Township 6 South, Range 4
East, St. Landry Parish, Louisiana, being shown and described as TRACT #8,
containing 13.00 acres, according to “PLAT OF SURVEY PREPARED FOR THE OLD
EVANGELINE DOWNS, L.L.C. SHOWING A 106.416 ACRE TRACT OF LAND SITUATED IN T-6-S,
R-4-E ST. LANDRY PARISH, LOUISIANA”, by Randall E. Ward, RPLS, for Aucoin &
Associates, Inc., dated May 2, 2003, revised October 6, 2003, said Tract #8
being more particularly shown and described according to said plat as follows,
to-wit:

      


      Commence
at the intersection of the North line of La. Hwy. 1244 with the East line of
I-49; thence go South 56 47’ 51” West a distance of 1085.47’ to point and
corner; thence go North 25 14’ 05” East a distance of 581.18’ to corner of
Tract #8 and POINT OF BEGINNING; thence go West 64 45’ 55” West a distance of
425.81’ to point and corner; thence go North 25 14’ 05” East a distance of
1329.88’ to point and corner; thence go South 64 45’ 55” East a distance of
425.891’ to point and corner; thence go South 25 14’ 05” West a distance of
1329.88’ to corner and POINT OF BEGINNING. Being the same property acquired by
The Old Evangeline Downs, L.L.C. from Bart C. Warner, as per act of Cash Sale
filed of record in the Official Conveyance Records of St. Landry Parish, LA, on
October 24, 2003, in COB Z39, page 122, Act. No. 915244.

      


      1K.           Three
(3) certain lots or parcels of ground, together with any and all buildings
and/or improvements thereon, located in Sections 76 & 77, Township 6 South,
Range 4 East, St. Landry


      
        
          
            LEGAL_US_W #
62608053.2

          

           


        

        
           


          
            

          

        

        
           


        

      


      Parish,
Louisiana, being shown and described as TRACTS #1, 2 & 3, according to “PLAT
OF SURVEY PREPARED FOR THE OLD EVANGELINE DOWNS, L.L.C. SHOWING A 106.416 ACRE
TRACT OF LAND SITUATED IN T-6-S, R-4-E ST. LANDRY PARISH, LOUISIANA”, by Randall
E. Ward, RPLS, for Aucoin & Associates, Inc., dated May 2, 2003, revised
October 6, 2003, said plat being filed of record in the Official Records of St.
Landry Parish, LA, at COB Z-39, page 116.

      


       
 

      TRACT 2
(Lot DDC)

      


      COMPRISED
OF THE FOLLOWING PARCEL LOCATED IN WEST BATON ROUGE PARISH, LA:

      


      A certain
tract or parcel of land together with all the buildings and improvements
thereon, and all of the rights, ways, privileges and servitudes thereunto
belonging, on in anywise appertaining situated in the Parish of West Baton
Rouge, State of Louisiana, in Section 92, Township 7 South, Range 12 East,
containing four (4) acres and being more particularly designated as LOT DDC on a
map of survey by John K. Laws, Jr., P.E. and P.L.S., dated January 30, 1997,
entitled “Final Plat of Lot DDC, Being the Removal of a 4.00 Ac. Tract From the
Remaining Portion of the Carolina Planting & Lumber Co. Tract Formerly
Belonging to Dr. Isidor Cohn, Sr., and Located in Section 91 & 92, T-7-S,
R-12-E, Southeastern Land District, West Baton Rouge Parish, Louisiana,” which
plat is attached to and made a part of that certain Act of Cash Sale recorded in
the records of West Baton Rouge Parish, Louisiana recorded in Book No. 366,
under Number 73 of the Conveyance Records; said tract measuring 450.85 feet
front Louisiana Highway 415, and having such measurements and subject to such
servitudes as are more particularly shown on said map by John K. Laws,
Jr.

      


      Being the
same property acquired by Mortgagor herein by Act of Cash Sale dated March 11,
1998, and recorded in the official records of West Baton Rouge Parish,
Louisiana.

      


      TRACT
3

      


      COMPRISED
OF THE FOLLOWING PARCEL LOCATED IN WEST BATON ROUGE PARISH, LA:

      


      A CERTAIN
TRACT OR PARCEL OF LAND TOGETHER WITH ALL IMPROVEMENTS THEREON CONSISTING OF
1.33 ACRES LOCATED IN SECTION 93, TOWNSHIP 7 SOUTH, RANGE 12 EAST, SOUTHEAST
LAND DISTRICT OF LOUISIANA, IN THE PARISH OF WEST BATON ROUGE, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

      


      Commencing
at the Northeast corner of the intersection of North Westport Drive and Office
Park Drive, said point referred to hereafter as the POINT OF BEGINNING; proceed
North 25 degrees, 38 minutes, 43 seconds East a distance of 156.43 feet to a
point and corner; thence continue along the arc of a curve to the right having a
central angle of 26 degrees, 49 minutes, 44 seconds, a radius of 270.00 feet,
and a distance of 126.43 feet to a point and corner; thence


      
        
          
            LEGAL_US_W #
62608053.2

          

           


        

        
           


          
            

          

        

        
           


        

      


      proceed
South 37 degrees, 31 minutes, 34 seconds East a distance of 62.69 feet to a
point and corner; thence proceed South 64 degrees, 21 minutes, 17 seconds East a
distance of 145.00 feet to a point and corner; thence proceed South 25 degrees,
38 minutes, 43 seconds West a distance of 250.00 feet to a point and corner;
thence proceed North 64 degrees, 21 minutes, 17 seconds West a distance of
230.00 feet to a point and corner known as the POINT OF
BEGINNING.  Said property being more particularly described on map
entitled, “Map Showing Improvements to Lot FNB-Westport, Section Two Located in
Section 93, T-7-S, R-12-E Southeast Land District, West Baton Rouge Parish, La.
For FIMSA, INC.” by Evans-Graves Engineers, Inc., dated January 11, 1990, filed
of record Map Book 3, E239.  Being the said property acquired by The
Old Evangeline Downs, L.C. from Racetrack at Evangeline Downs, Inc., as per act
of Cash Sale filed of record on December 6, 1994, in COB 326, folio 198,
Official Conveyance Records of West Baton Rouge Parish, LA.

      


      



      
        
          
            LEGAL_US_W #
62608053.2