exv10w7xcy



 





Exhibit 10.7(c)




ACT OF SALE



AND ASSIGNMENT OF LEASES





STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE




     on this 5th day of August, 1993, before me, the undersigned Notary public for
the State and Parish aforesaid, and in the presence of the
subscribing witnesses, personally came
and appeared:



NAB ASSET CORPORATION





a Texas Corporation, represented herein by Christopher D. Winters, its Senior Vice President,
authorized to appear herein on behalf of the corporation, by virtue of the resolution(s) of the
Board of Directors of the corporation, a certified copy of which is attached hereto, whose mailing
address is 2401 Fountainview, Suite 628, Houston, Texas 77057, and whose taxpayer identification
number is 76-0332956 (referred to herein as “Seller”)


who declared that for the price of THREE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100
($3,250,000.00) DOLLARS, cash receipt of which is acknowledged, Seller hereby sells, transfers
assigns and delivers unto:




JASS ENTERPRISES, INC.





a
Louisiana corporation, represented herein by Mark R. Bradley, its Vice President, authorized to
appear herein on behalf of the corporation, by virtue of the resolution(s) of the Board of
Directors of the corporation, a certified copy of which is attached hereto, whose mailing address
is 100 France Street, Baton Rouge, Louisiana 70802, and whose taxpayer identification number is
72-1214771 (referred to herein as “Buyer”)


the land (the “Land”) and the right, title and interest of Seller in and to the leases (the
“Leases”) described on Exhibit “A” hereto, together with the building and improvements situated on
the Land and all fixtures and other property owned by Seller attached thereto (collectively, the
“Property”). The Buyer acknowledges the possession and delivery of the Property and assumes and binds itself to
perform all of the terms, conditions and obligations of the lessee under each of the Leases to the
same extent as though Buyer had executed the Leases as lessee thereunder.




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     This act is made and accepted subject to all encroachments, servitudes, rights-of-way and
other encumbrances of record and matters which may be shown by a current survey of the property.



     For the foregoing consideration, Seller further conveys, transfers, assigns and delivers to
Buyer, as owner and/or lessee of all or part of the dominant estate, all its right, title and
interest in the following Right of Use Servitudes and Predial and Personal Servitudes:




	 	1.	 	Right of Use and Predial Servitude established for the
benefit of the Property and other property in Catfish or Beauregard Town described therein by
Servitude Agreement dated December 27, 1987 between the City of Baton Rouge and
the Parish of East Baton Rouge, as Grantor, and Allied Bank of Texas,
as Grantee,
which was recorded as Original 821, Bundle 9971 of the records of the Clerk of Court of East
Baton Rouge Parish, Louisiana.
	 
	 	2.	 	Servitude of passage established by Act of Predial Servitude between
DAG, Management, Inc. and NAB Asset Corporation recorded on March 24, 1993, as
Original 748, Bundle 10388 of the aforesaid records.
	 
	 	3.	 	Servitude of Passage established by Act of Predial Servitude between
NAB Asset Corporation and DAG Management, Inc. recorded on March 24, 1993 as
Original 750, Bundle 10388 of the aforesaid records.
	 
	 	4.	 	Servitude for Chilled Air established by Act of Pradial Servitude
between NAB Asset Corporation and DAG Management, Inc. recorded on
March 24, 1993 as Original 752, Bundle 10388 of the aforesaid
records.





     Seller hereby conveys to Buyer all right, title and interest of Seller in and to the
Property, without and warranty or recourse whatsoever, except for the acts and deeds of Seller with
respect to the Property, even for the return of the purchase price, and sole peril and risk of
eviction being assumed by Buyer, but with full substitution and subrogation in and to all of the
rights and actions of warranty which Seller has or may have against all preceding owners or
vendors; it being understood that Buyer takes the Property “AS
IS” and “WHERE IS”, Buyer hereby
acknowledging the reliance solely on its own title examination and inspection of the Property, and
not on any warranties or representations from seller. In addition, Buyer acknowledges that Seller
has made no representations or warranties with respect thereto, or with respect to information or
documents previously furnished to Buyer. All implied warranties with respect to the Property,
including those related to
merchantability or fitness for a particular purpose, are hereby disclaimed by Seller and expressly
waived by Buyer. Buyer



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shall have no right or cause of action against Seller to assert in any controversy, claim, demand,
or litigation arising from or in connection with the property. Without limiting the generality of
the foregoing, Seller does not warrant that the Property is free from redhibitory or latent defects
or vices. Buyer hereby expressly waives all rights in redhibitory pursuant to Louisiana civil code
Article 2520, at seq., and the warranty imposed by Louisiana civil code Article 2476. Buyer hereby
releases Seller from any liability for redhibitory or latent defects or vices under Louisiana civil
code Article 2520 (1870) through 2548 (1870). Purchaser hereby assures the risk that Environmental
Conditions may exist on the Property and hereby releases Seller of and from any and all claims,
actions, demands, rights, damages, costs or expenses which might arise out of or in connection with
any Environmental Condition of the Property. As used herein, the term “Environmental Condition
shall mean any condition with respect to the Property which could or does result in any damage,
loss, cost, expense or liability to or against the owner of the Property by any third party
(including, without limitation, any governmental entity) including without limitation, any
condition resulting from operations conducted on the Property or on property adjacent thereto.



     All agreements and stipulations herein, and all the obligations herein assumed shall inure to
the benefit of and be binding upon the successors and assigns of the respective parties, and the
buyer, its successors and assigns shall have and hold the Property in full ownership and as lessee,
as the case may be, forever.



     THUS DONE AND SIGNED at Baton Rouge, Louisiana on the date first above written, in the
presence me, Notary, and the undersigned competent witnesses, who have signed in the presence of
the parties and me, Notary.



	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	MAB ASSET CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	/s/ Christopher D. Winters	 	 
	 

	 	 	 	Name:
	 	 

Christopher D. Winters
	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	JAZZ ENTERPRISES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY:
	 	/s/ Mark R. Bradley	 	 
	 

	 	 	 	Name:
	 	 

Mark R. Bradley
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






	 	 	 	 	 
	 
	 	/s/ [ILLEGIBLE]
	 	 
	 	 	 	 	 
	 
	 	NOTARY PUBLIC	 	 






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EXHIBIT A




LAND





	A.	 	A certain parcel of ground, together with the buildings and improvements thereon,
being Lots 1 and 2 and portions of Lots 3, 4 and 5, Square 9, Beauregard Town, East
Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S.
dated February 24, 1993, which is more fully described according to said map as follows:
	 
	 	 	Beginning at the intersection of the East line of St. James Street with the South
line of Europe Street; thence easterly along said South line, being along the North
line of Lot 1 of Square 9, 128 feet to the northeast corner thereof; thence southerly
along the East line of Lots 1, 2 and 3 in said Square 9, 170 feet; thence westerly at a
right angle to the last described course, 44 feet; thence southwesterly in a straight
line, 160.58 feet, to a point on’ the North line of Mayflower Street (formerly known as
Asia Street), said point being 28 feet easterly from said East line of St. James Street;
thence westerly along said North line of Mayflower Street, being along the South line of
Lot 5 in said Square 9, 28 feet to said East line of St. James Street; thence northerly
along said East line of St. James Street, being along the West line of said Square 9,
320.85 feet to the point of beginning.
	 
	B.	 	A certain parcel of ground, together with the buildings and improvements thereon,
being a portion of Lots 1 and 2, Square 8, Beauregard Town, East Baton Rouge Parish,
Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24,
1993, which is more fully described according to said map as follows:
	 
	 	 	Beginning at the intersection of the East line of St. James Street with the South line of
Mayflower Street (formerly known as Asia Street); thence easterly along said South line of
Mayflower Street, being the North line of Lot 1 or Square 8, 25 feet; thence southwesterly
in a straight line, 93.41 feet, to a point on said East line of St. James Street, said
point being 90, feet southerly from said South line of Mayflower Street; thence northerly
along said East line of St. James Street, being along the West line of Lots 2 and 1 of
Square 8, 90 feet to the point of beginning.
	 
	C.	 	A certain parcel of ground, together with the buildings and improvements thereon,
being all of Squares 5 and 6, Beauregard Town, East Baton Rouge Parish,
Louisiana and of that portion of Europe Street between the aforesaid squares,





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	 	 	as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which
is more fully described according to said map as follows:
	 
	 	 	Beginning at the intersection of the West line of St. James street with the North line of
Mayflower street (formerly known as Asia Street) ; thence westerly along said North line of
Mayflower Street, being along the South line of Square 6, 128 feet to the East line of
Front Street (formerly known as Natchez Street); thence northerly along said East line of
Front street, being in part along the West line of Squares 6 and 5, 694.93 feet, to the
South line of France Street; thence easterly along said South line of France Street, being
along the North line of Square 3, 128 feet to said West line of St. James Street ; thence
southerly along said West line of St. James Street, being in part along the East
line of Squares 5 and 6, 694.50 feet to the point of beginning.
	 
	D.	 	A certain parcel of land, together with the buildings and improvements thereon, being
all of Square 7, including Lots 1, 2, 3, 4 and 5, Beauregard Town, East Baton Rouge
Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February
24, 1993, which is more fully described according to said map as follows:
	 
	 	 	Beginning at the intersection of the West line of St. James Street with the South line of
Mayflower Street (formerly known as Asia Street), thence southerly along said West line of
St. James Street, being along the East line of Square 7, 319.76 feet to the North line of
South Boulevard; thence westerly along said North line of South Boulevard; thence westerly
along said North line of South Boulevard, being along the South line of Square 7, 128 feet
to the East line of Front Street (formerly known as Natchez Street); thence northerly along
said East line of Front Street, being along the West line of Square 7, 319.54 feet to said
South line of Mayflower Street; thence easterly along said South line of Mayflower Street,
being along the North line of Square 7, 128 feet to the point of beginning.
	 
	E.	 	Two (2) certain lots or parcels of ground, together with all the buildings and
improvements thereon, being Lots 1 and 2, Square 10, Beauregard Town, East Baton Rouge
Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated
February 24, 1993.
	 
	 	 	LESS AND EXCEPT:
	 
	 	 	A Certain Parcel of land located in the southeast corner of Lot 2, Square 10, Beauregard
Town, Baton Rouge, Louisiana, being designated as “Lot 2 Chiller Property” as shown on a
“Map of Lot 2 Square 10 Beauregard Town” by M. Gregory Breaux, P.L.S., dated February 11,
1993, attached to that






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	 	 	 	certain Act of Exchange, recorded on March 24, 1993 as Original 743 of Bundle 10388 in the
records of the Clerk and Recorder of East Baton Rouge Parish, Louisiana and being more
particularly described as follows:
	 
	 	 	 	commence at the intersection of the southerly right of way line of France Street and the
westerly right of way line of St. Phillip Street marked by a “+” in concrete; thence
proceed N 89 46 ' 30 " W 128 feet along the southerly right of way line of France Street to
a nail in asphalt marking the northeast corner of Lot 1; thence,
proceed S 0 00' 00" E
107.08 feet along the common line between  Lots 1 and 2 and Lots 9 and 10 to an iron pipe being the Point of Beginning;
thence, proceed S 0 00' 00" E 20.92 feet along the southeast corner of Lot 2; thence
proceed N 89 46' 30" W 32.12 feet along the common line between Lots 2 and 3; thence,
proceed N 0 18' 31" E 20.94 feet to an iron pipe; thence
proceed S 89 44' 18" E 32.00
feet an iron pipe being the Point of the Beginning, said parcel containing 671 Sq. Ft.





LEASES





	 	F.	 	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a
Contract of lease from Cohn Realty Co., Inc. to Poul H. Due’, at
als affecting the
following described property, which was recorded on October 12, 1983 as Original 34,
Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana,
which, through mesne transfers was assigned to NAB Asset Corporation:
	 
	 	 	 	Three (3) certain lots of parcels of ground, together
with all the buildings and
improvements thereon, being Lots 3, 4 and 5, Square 10, Beauregard Town, East Baton Rouge
Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated
February 24, 1993.
	 
	 	G.	 	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a
Contract of Lease dated September 9, 1983 from Louisiana National Bank as Trustee of the
Maureen Shannon, Glenda Shannon and Keith Shannon Trust to Paul H.
Due’, at als affecting
the following described property, which was recorded on October 12, 1983 as Original 31,
Bundle 9612 of the aforesaid records of the Clerk of Court of East Baton Rouge Parish,
Louisiana, which, through mesne transfers, was assigned to NAB Asset Corporation:








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	 	 	 	Three (3) certain lots or parcel of ground, together
with all the buildings and
improvements thereon, being Lots 6, 7 and 8, Square 10, Beauregard Town, East Baton
Rouge ___ Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated
February 24, 1993.
	 
	 	H.	 	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a Contract of
Lease from Cohn Realty Co., Inc. to Paul H. Due’, et als affecting the following described
property, which was recorded on October 12, 1983, as original 32, Bundle 9612 of the records
of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through means transfers,
was assigned to NAB Asset Corporation:
	 
	 	 	 	One (1) certain lot or parcel of ground, together with all the buildings and improvements
thereon, being Lot 1, Square 6 or “B”, Beauregard Town, East Baton Rouge Parish,
Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24,
1993.






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RESOLUTION




     BE IT RESOLVED, by the Board of Directors of Jazz Enterprises, Inc. (the “Corporation”), that
Ronald A. Johnson, President, or Mark R. Bradley, Vice President, of this Corporation be, and each
is hereby authorized to amend the leases assigned by NAB Asset Corporation to the Corporation,
including (1) the lease between the Corporation and Cohn Realty Co., Inc. affecting Lots 1, Square
“6” or “8”, Beauregard Town, East Baton Rouge
 Parish, Louisiana, recorded on October 12, 1983 as
Original 32, Bundle 9612 of the records of the Parish of East Baton
Rouge;
and (2) the lease of Cohn Realty Co., Inc. affecting Lots 3, 4, and
5, square 10, Beauregard Town, East Baton Rouge Parish, Louisiana
recorded on October 12, 1983 as Original 34, Bundle 9612 of the
records of the  East Baton Rouge Parish, each of which amendments
shall contain such terms and conditions as either of said officers may, in his sole discretion,
deem reasonable and appropriate, including without limitation, and increase in the annual rental.



     BE IT FURTHER RESOLVED, that each of said officers be, and is hereby further authorized and
empowered to execute said amendments, in his sole discretion, as he may deem necessary and
advisable and to execute any and all necessary documents to effectuate such amendments.



CERTIFICATE




     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc., do certify that the above and
foregoing to be the true and correct copy of a resolution adopted at a meeting of Board of
Directors of said Corporation, duly and legally called on the 23rd day of July, 1993,
whereat all of the directors were present and that the same has not been revoked or rescinded.



     Witness my signature at Reno, Nevada, this 4th day of August, 1993.



	 	 	 	 	 
	 	 	 
	 	                                                                     /s/     Nancy Tiller Smith
 	 
	 	Nancy Tiller Smith 	 
	 	Assistant Secretary 	 
	 



	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ Steven H. Urie
 


	 	 
	Steven H. Urie
	 	 
	Chairman
	 	 






 









 





RESOLUTION




     BE IT RESOLVED by the Board of Directors of Jazz Enterprises, Inc. that Ronald A. Johnson,
President or Mark R. Bradley, Vice President, of this Corporation be and he is hereby authorized to
purchase or lease immovable property situated in East Baton Rouge Parish, Louisiana, for such price
and upon such terms as either one deems proper in his sole and absolute discretion.



     BE
IT FURTHER RESOLVED that Ronald A. Johnson, President or Mark R. Bradley, Vice President, of
this Corporation, be and he hereby is empowered for and on behalf of this corporation to borrow any
sum of money, in addition to any outstanding loans, not exceeding
TWENTY MILLION AND NO/100 ($20,000,000.00) DOLLARS, from Argosy Gaming Company, and/or arrange for the extension of renewal of
any indebtedness due by this corporation, and/or utilize the assets of this corporation as security
to induce any creditor of this corporation not to call any demand notes of this corporation. And in
order to accomplish such purposes, or for any other purpose, either of the above named officers of
this corporation is hereby authorized and empowered to execute and endorse on behalf of this
corporation, a note or notes, in the sum of not more than above stated, payable at such time,
bearing such interest and containing such terms, conditions and provisions, as in his absolute
discretion, may seem necessary and advisable.



     BE IT FURTHER RESOLVED that in order to secure said note or notes, to be executed by said officer,
of either said officers is hereby further authorized and empowered to appear before any Notary
Public and execute an act of collateral mortgage in such form in the amount of TWENTY MILLION AND
NO/100 ($20,000,000.00) DOLLARS and containing such terms and conditions as such officer, in his
absolute discretion, may deem necessary and advisable, including without limitation, a waiver of
appraisement, pact de non allenando, confession of judgement and
the usual Louisiana security
clauses, bearing against the Property, which is described on Exhibit A hereto.



     BE IT FURTHER RESOLVED that either of said officers be and he hereby is further authorized and
empowered to execute any and all note or notes, documents or other instruments in writing, and to
pledge, and grant a security interest in such note or notes or any note(s) secured by mortgage or
collateral mortgage to secure any other note(s) executed for and on behalf of this corporation to
obtain such loan(s), as in his absolute discretion, may seem necessary or advisable, and to execute
Collateral Pledge and Security Agreements in such form and containing such terms and provisions or
said officer may deem necessary and advisable, and which may be
required by any person, firm or corporation, as security for any indebtedness so
created by either of said




 












 




officers in accordance herewith, or any prior existing indebtedness so created by either of said
officers in accordance herewith, or any prior existing indebtedness of this corporation.




     BE
IT FURTHER RESOLVED, that either of said officers be and is hereby further authorized to execute
any contract or agreement, including but not limited to, any sale, lease, exchange, purchase
agreement, and take any action on behalf of the corporation that he deem fit and proper.



CERTIFICATE




     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc. do certify the above the foregoing
to be true and correct copy of a resolution  adopted at a meeting of the Board of
Directors of said Corporation, duly and legally called, on the 23rd day of July, 1993, whereat all of the Directors was present and that the same has
not been revoked or rescinded.



     Witness my signature at Reno, Nevada, this 4th day of August, 1993.



	 	 	 	 	 
	 	 	 
	 	                                      /s/ Nancy Tiller Smith
 	 
	 	Nancy Tiller Smith 	 
	 	Assistant Secretary 	 
	 



ATTEST:




	 	 	 	 
	 	 	 
	/s/ Steven H. Urie
 	 
	Steven H. Urie 	 
	Chairman 	 
	 



RESOLUTION

















 





     BE IT RESOLVED, by the Board of Directors of Jazz Enterprises, Inc. (the “Corporation”), that
Ronald A. Johnson, President, or Mark R. Bradley, Vice President, of this Corporation be, and each
is hereby authorized to amend the leases assigned by NAB Asset Corporation to the Corporation,
including (1) the lease between the Corporation and Cohn Realty, Co., Inc. affecting Lots 1, Square
“6” or “8”, Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983 as
Original 32, Bundle 9612 of the records of the Parish East Baton Rouge; and (2) the lease of Cohn
Realty Co., Inc. affecting Lots 3, 4, and 5, Square 10, Beauregard Town, East Baton Rouge Parish,
Louisiana, recorded on October 12, 1983 as Original 34, Bundle 9612 of the records of East Baton
Rouge Parish.



     BE IT FURTHER RESOLVED, that each of said officers be, and is hereby further authorized and
empowered to execute said amendments, in his sole discretion, as he may deem necessary and
advisable and to execute any and all necessary document to effectuate such amendments.



CERTIFICATE




     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc., do certify that the above
and foregoing to be the true and correct copy of a resolution adopted at meeting of the Board of
Directors of said Corporation, duly and legally called on the 23rd day of July, 1993,
whereat all of the directors were present and that the same has not
been revoked or rescinded.



     Witness my signature at Reno, Nevada, this 4th day of August, 1993.



	 	 	 	 	 
	 	 	 
	 	     /s/ Nancy Tiller Smith
 	 
	 	Nancy Tiller Smith 	 
	 	Assistant Secretary 	 
	 



ATTEST:




	 	 
	/s/
Steven H. Urie
 	 
	Steven H. Urie 	 
	Chairman 	 
















 





OFFICER’S CERTIFICATE




NAB ASSET CORPORATION




     I, Richard A. Durham, Secretary of NAB Asset Corporation, a Texas corporation (“Corporation”),
hereby certify as follows:




Christopher D. Winters is the duly elected Senior Vice President of the Corporation; and




That, pursuant to the Charter and Bylaws of the Corporation and resolutions duly adopted by
the Board of Directors, Christopher D. Winters is authorized to
execute contracts, deeds,
mortgages, pledge agreement, leases, act of cash sale, acts of credit sale, bills of sale
and all other kinds of written documents, as Senior Vice President, acting alone, on behalf
of the Corporation.



     IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this Corporation this
27th day of July, 1993.



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Richard A. Durham
 	 
	 	 	Richard A. Durham 	 
	 
	 	 	Its:
Secretary	 
	 



STATE OF TEXAS




COUNTY OF HARRIS





     BEFORE ME, the undersigned authority on this 27th day of July, 1993, personally
appeared Richard A. Durham, who, being by me duly sworn, upon his oath, stated that he is the
Secretary for NAB Asset Corporation and that he certifies that the statements set forth above are
true and correct.



	 	 	 	 	 	 	 
	 

	 	 	 	[ILLEGIBLE]	 	 
	

	 	 	 	 

NOTARY PUBLIC in and for
Harris County,Texas
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	My Commission Expires:                    	 	 






 









 





OFFICER’S CERTIFICATE




NAB ASSET CORPORATION




     I, Richard A. Durham, Secretary of NAB Asset Corporation (“Corporation”), hereby certify that
the following resolutions were adopted at a meeting of the Board of Directors of the Corporation
held on July 21, 1993, and that such resolutions remain in force as of the date hereof:




RESOLVED, that Christopher D. Winters, the Senior Vice President of the Corporation, acting
alone, with or without the seal of the Corporation, is hereby authorized by and on behalf of
the Corporation to execute an Act of Cash Sale and one or more Assignment of Leases pursuant
to which this Corporation shall convey the property described on Exhibit “A” hereto and
assign the leases described on Exhibit “B” hereto to JAZZ Enterprises, Inc. for the sum of
$3,250,000,00; and




RESOLVED FURTHER, that the aforesaid Officer be and he hereby is authorized, empowered and
directed by and on behalf of this Corporation to enter into a sublease with JAZZ Enterprises,
Inc. pursuant to which this Corporation shall sublease the property described on Exhibit “C”
hereto; and




RESOLVED
FURTHER, that the aforesaid Officer be and he hereby is authorized, empowered and
directed by and on behalf of this Corporation to do or cause to be done all such acts or
things and to make, execute and deliver, or cause to be made, executed and delivered, all
such documents, instruments and certificates in the name and on behalf of this Corporation as
he may deem necessary or proper or advisable or convenient to effectuate or carry out the
purpose and intent of the foregoing resolution and to perform the obligations of the
Corporation under the agreements approved under these Resolutions and
each of the
instruments, agreements and documents referred to in or annexed to said agreements; and




RESOLVED FURTHER, that any of the above-described actions heretofore taken by any officer of
this Corporation be, and hereby is, ratified, confirmed and approved.



Dated: July 27,1993




	 	 	 	 	 
	 	 
	/s/ Richard A. Durham
 	 
	Richard A. Durham 	 
	Secretary


NAB Asset Corporation 	 



 









 







	 	 	 	 	 



EXHIBIT “A”





	 	 	A certain parcel of ground, together with the buildings and improvements thereon, being
Lots 1 and 2 and portions of Lots 3, 4 and 5, Square 9, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey
map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described
according to maid map as follows:
	 
	 	 	Beginning at the intersection of the East line of St. James Street with the South line of Europe
street; thence easterly along said South line, being along the North
line of Lot 1 of Square 9, [ILLEGIBLE]
feet to the northeast corner thereof; thence southerly along the East line of Lots 1, 2 and 3 in
said Square 9, 170 feet; thence westerly at a right angle to the last described course, 44 feet;
thence southwesterly in a straight line, 160.58 feet, to a point on
the North line of Mayflower Street (formerly know as Asia Street), said point being 28 feet
easterly from maid East line of St. James Street; thence westerly
along said-North line of
Mayflower Street, being along the South line of Lot 5 in said Square 9, 28 feet to said East line
of St. James Street; thence northerly along said East line of St. James Street, being along the
West line of said Square 9, 320.85 feet to the point of beginning.
	 
	 	 	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
	 
	B.	 	A certain parcel of ground, together with the buildings and improvements thereon, being a
portion of Lots 1 and 2, Square 8, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on
a survey map made by M. Gregory Breaux. P.L.S. dated February 24, 1993, which is more fully
described according to said map as follows:
	 
	 	 	Beginning at the intersection of the East line of St. James Street with the South line of Mayflower
Street (formerly known as Asia Street); thence easterly along said South line of Mayflower Street,
being the North line of Lot 1 or Square 8, 25 feet; thence southwesterly in a straight line, 93.41
feet, to a point on said East line of St. James Street, said point being 90 feet southerly from
said South line of Mayflower Street; thence northerly along said East line of St. James Street,
being along the West line of Lots 2 and 1 of Square 8, 90 feet to the point of beginning.
	 
	 	 	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
	 
	 	 	A Certain parcel of ground, together with the buildings and improvements thereon, being all of
Squares 5 and 6, Beauregard Town, Last Baton Rouge Parish, Louisiana and of that portion of Europe
Street between the aforesaid squares, as shown on a survey map made
by M. Gregory Breaux, P.L.S.
dated February 24, 1993, which is more fully described according
to said map as follows:





 









 






	 	 	Beginning at the intersection of the West line of St. James Street with the North
line of Mayflower Street (formerly known as Asia Street) ; thence westerly
along said North line of Mayflower Street, being along the South line of Squares
6, [ILLEGIBLE] feet to the East line of Front Street (formerly known as Natchez Street) ;
thence northerly along said East line of Front Street, being in part along the West
line of Squares 6 and 5, 694.93 feet, to the South line of France Street; thence easterly
along said South line of France Street, being along the North line of Square 3, 128 feet to
said West line of St. James Street; thence southerly along said West line of St. James
Street, being in part along the East line of Squares 5 and 6, 694.50 feet to the point of
beginning.
	 
	 	 	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
	 
	D.	 	A certain parcel of land, together with the buildings and improvements thereon, being
all Square 7, including Lots 1, 2, 3, 4 and 5, Beauregard Town, East Baton Rouge Parish,
Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24,
1993, which is more fully described according to said map as follows:
	 
	 	 	Beginning at the intersection of the West line of St. James Street with the South line of
Mayflower Street (formerly known as Asia Street) ; thence southerly along said West line of
St. James Street, being along the East line of Square 7, 319.76 feet to the North line of
South Boulevard; thence westerly along said North line of South Boulevard; thence westerly
along said North line of South Boulevard, being along the South line of Square 7, 128 feet to
the East line of Front Street (formerly known as Natchez Street); thence northerly along said
East line of Front Street, being along the West line of Square 7, 319.54 feet to said South
line of Mayflower Street; thence easterly along said South line of Mayflower Street, being
along the North line of Square 7, 128 feet to the point of beginning.
	 
	 	 	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
	 
	E.	 	Two (2) certain lots or parcels of ground, together with all the buildings and
improvements thereon, being Lots 1 and 2, Square 10, Beauregard Town, East Baton Rouge
Parish, Louisiana as shown on a survey map made by M. Gragory Breaux,
P.L.S. dated February
24, 1993.
	 
	 	 	NOTE: The above property is owned in fee simple by NAB Asset Corporation.






 











 





EXHIBIT
“B”





Leasehold
interest of NAB Asset Corporation under a Contract of Lease from Cohn Realty Co.,
 Inc. to Paul H. Due’, [ILLEGIBLE] affecting the following
described property for a term of seventeen (17) years beginning
on August 1, 1983 with the right to renew for an initial
extension of three years and then eight additional periods of ten years each, which was recorded on October 12, 1983 as Original 34, Bundle 9612 of the
 records of the Clerk of Court of East Baton Rouge Parish, Louisiana,
which, through [ILLEGIBLE] transfers was assigned to NAB Asset Corporation:




Three
(3) certain lots or parcels of ground, together with all the buildings and improvements thereon, being Lots 3, 4 and 5, Square 10, [ILLEGIBLE] Town, East Baton Rouge Parish,
Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.




Leasehold
interest of NAB Asset Corporation under a Contract of Lease dated
September 9, 1983 from Louisiana National Bank as Trustee of the
[ILLEGIBLE] Shannon, [ILLEGIBLE] Shannon and Keith Shannon Trust to
Paul H. Due’, [ILLEGIBLE] affecting the following described property for a primary term of
seventeen (17) years, beginning on July 1, 1983 with an option to renew an
initial extension of three years and then four additional periods of ten years each, which was recorded on October 12, 1983 as Original 31, Bundle 9612 of the aforesaid records of the Clerk of Court of East Baton
 Rouge Parish, Louisiana, which, through [ILLEGIBLE] transfers, was
assigned to NAB Asset Corporation:


Three (3)
certain lots or parcel of ground, together with all the buildings and
improvements thereon, being Lots 6, 7 and 8, Square 10, [ILLEGIBLE]
Town, East Baton Rouge Parish, Louisiana as shown on a survey map
made by M. Gregory Breaux, P.L.S. dated February 24, 1993.



Leasehold
interest of NAB Asset Corporation under a Contract of Lease from Cohn
Realty Co, Inc. to Paul M. Due’, [ILLEGIBLE] affecting the
following described property for a primary term of seventeen (17) years beginning on August 1, 1983 with an option to renew for an
initial extension of three years and then eight additional periods of
ten years each, which was recorded on October 12, 1983, as Original
32, Bundle 9612 of the records of the Clerk of Court of East Baton
Rouge Parish, Louisiana, which, through [ILLEGIBLE] transfers, was assigned to NAB Asset Corporation:



One
(1) certain lot or parcel of ground, together with all the
buildings and improvements thereon, being Lot 1, Square 6 or
“[ILLEGIBLE]”, [ILLEGIBLE] Town, East Baton Rouge Parish,
Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.
















 






EXHIBIT “C”



Leasehold interest of NAB Asset Corporation under a Lease dated May 31, 1983 from Charlee M.
Kantrow, et als to Paul H. Due’, et als affecting the following described property for a primary term of
seventeen (17) years beginning the 15th day of May, 1983, subject to an option to renew
for three additional consecutive periods of ten years each and one final additional consecutive
period of three years each , which was recorded on October 12, 1983 as Original 33, Bundle 9612 of
the records of the Clerk of Court of East Baton Rouge Parish, Louisians,
which, through mesne transfers, was
assigned to NAB Asset Corporation:



Three (3) certain lots or parcel of ground, together with all the buildings and improvements
thereon, being’s portion of Lots 3, 4 and 5, Square 9 ,
Beauregard Town, East Baton Rouge Parish,
Louisians, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993,
which is more particularly described according to said map as follows:



Beginning
at the southeast corner of said Lot 5, Square 9, Beauegard Town (said
point being on the north
line of Asia Street (now Mayflower Street ) and a distance of 128
feet east of the northeast
intersection of St. James Street and Asia Street (now Mayflower Street for the POINT OF BEGINNING;
thence proceed north along the east line of Lots 3,4 and 5 in Square 9, a distance of 150.48 feet
to a point and corner; thence proceed west at a right angle a distance of 44 feet to a point and
corner; thence proceed southwest, 160.56 feet on a straight line, to a point on the north line of
Asia Street (now Mayflower Street) which is a distance of 100.2 feet west of the southeast corner
of Lot 3 (the point of Beginning and 28 feet northeast of the
intersection of Asia Street (now Mayflower Street) and St. James Street; thence proceed east along said north line of Asia Street (now
Mayflower Street) a distance of 100.2 feet to the point of Beginning.




	 	 	 	 	 	 	 	 	 
	 

	 	ORIG
	 	 	889	 	 	BNDL 10426
	 
	 	 	 	 	 	 	 	 
	 	 	FILED AND RECORDED

EAST BATON ROUGE PARISH , LA.
	 
	 	 	 	 	 	 	 	 
	 	 	1993 AUG 06	 	AM 10:03:39
	 	 	FTL 8K	 	FOLIO
	 	 	DOUG WELBORN

	 	 	CLERK OF COURT & RECORDER
	 
	 	 	 	 	 	 	 	 
	 	 	CERTIFIED TRUE COPY
	 	 	BY	 	 	 	 	 	 
	 	 	 	 	 
	 	 	DEPUTY CLERK & RECORDER