THEREOF), ANY SALE OF RECEIVABLES WITH RECOURSE, OR ANY FILING OR
AGREEMENT TO FILE A FINANCING STATEMENT AS DEBTOR UNDER THE UNIFORM COMMERCIAL
CODE OR ANY SIMILAR STATUTE.
13.15.7.
LIQUOR AND
GAMING LAWS OF THE STATE OF LOUISIANA SHALL MEAN THE LAWS PROMULGATED IN THE
LOUISIANA REVISED STATUTES TITLE 27:301 ET SEQ., AND TITLE 26:1 ET SEQ., AS
AMENDED FROM TIME TO TIME AND THE LOUISIANA ADMINISTRATIVE CODE PROVISIONS
INTERPRETING THE SAME.
13.15.8.
MATERIAL
ADVERSE EFFECT MEANS ANY MATTER OR MATTERS WHICH WOULD, ALONE OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON
(I) THE FINANCIAL CONDITION,
OPERATING RESULTS, ASSETS, LIABILITIES, OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE), BUSINESS OR PROSPECTS OF ANY OF THE TRUCK STOPS OR THE SELLER, (II)
ANY MATERIAL VIOLATION BY THE SELLER OR ANY OF THE TRUCK STOPS OF THE LIQUOR AND
GAMING LAWS OF THE STATE OF LOUISIANA, (III) THE REVOCATION OR SUSPENSION, FOR
ANY PERIOD OF TIME, OF ANY LIQUOR OR GAMING LICENSE ISSUED BY THE STATE OF
LOUISIANA TO ANY OF THE TRUCK STOPS.
13.15.9.
NOTES SHALL
MEAN COLLECTIVELY THE BUYER'S 11 7/8% SENIOR SECURED NOTES DUE 2009, IN THE
ORIGINAL PRINCIPAL BALANCE OF $125,000,000 AND THOSE ADDITIONAL 11 7/8% SENIOR
SECURED NOTES DUE 2009, ISSUED IN 2005, IN THE ORIGINAL PRINCIPAL AMOUNT OF
$23,000,000 ("ADDITIONAL NOTES")
13.15.10.
NOTES CLOSING DATE
SHALL MEAN THE DATE UPON WHICH THE ADDITIONAL NOTES ARE FULLY ISSUED AND FUNDED.
13.15.11.
PASSIVE GAMING
INVESTMENT SHALL MEAN ANY PASSIVE INVESTMENT IN THE VOTING EQUITY OF A
PUBLICLY-TRADED ENTITY, EVEN IF SUCH ENTITY MAY OWN GAMING ASSETS.
NOTWITHSTANDING THE FOREGOING, AN INVESTMENT SHALL NOT BE CONSIDERED PASSIVE IF
EITHER RICHARD E. JACOBS OR JEFFREY P. JACOBS, WHETHER JOINTLY OR INDIVIDUALLY:
(I) HAS
19
THE POWER, WHETHER BY VOTING RIGHTS, CONTRACT OR OTHERWISE, TO ELECT OR APPOINT
A MAJORITY OF A GIVEN ENTITY'S BOARD OF DIRECTORS; OR (II) OTHERWISE
PARTICIPATES (EXCLUDING THE ACT OF VOTING THEIR EQUITY INTERESTS) IN THE
MANAGEMENT OF AN ENTITY.
13.15.12.
PERSON MEANS AN
INDIVIDUAL, CORPORATION, GOVERNMENTAL BODY, ASSOCIATION, PARTNERSHIP, LIMITED
LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, TRUST, OR ANY OTHER ENTITY OR
ORGANIZATION.
13.15.13.
TAX MEANS THE
DOMESTIC FEDERAL, STATE, AND LOCAL INCOME, PAYROLL, WITHHOLDING, EXCISE, SOCIAL
SECURITY, SALES, USE, AD VALORUM, REAL AND PERSONAL PROPERTY, OCCUPANCY,
BUSINESS, CAPITAL STOCK, FRANCHISE, TRANSFER, EMPLOYMENT AND UNEMPLOYMENT, AND
ANY OTHER TAX, FEE, DUTY, ASSESSMENT OR GOVERNMENTAL CHARGE OF ANY KIND
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL INTEREST, PENALTIES AND ESTIMATED
TAXES).
13.15.14.
TAX RETURN MEANS
RETURNS, REPORTS, CLAIMS FOR REFUND, INFORMATION RETURNS OR OTHER DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, ANY RELATED OR SUPPORTING SCHEDULES, STATEMENTS
OR INFORMATION) FILED OR REQUIRED TO BE FILED.
13.16.
INCORPORATION.
ANY AND ALL SCHEDULES OR OTHER
DOCUMENTS REFERRED TO HEREIN OR ATTACHED HERETO ARE INCORPORATED HEREIN AS IF
FULLY REWRITTEN IN THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Agreement Date.
BUYER:
JACOBS ENTERTAINMENT, INC.
By: /s/ Stephen R. Roark
Stephen R. Roark,