GUARANTEES
Jefferson Casino Corp., a Louisiana corporation, (a "Guarantor" and,
together with any successor or additional Guarantor under the Indenture (the
"Indenture") referred to in the Note upon which this notation is endorsed, the
"Guarantors"), has jointly and severally and unconditionally guaranteed the
obligations of the Company under the Notes, the Indenture and the related
Collateral Documents, on a senior basis (each such guarantee being a "Note
Guarantee"), to each Holder of a Note authenticated and delivered by the
Trustee irrespective of the validity or enforceability of the Indenture, the
Notes or the obligations of the Company under the Indenture or the Notes,
that: (i) the principal of, premium, if any, interest and Liquidated Damages,
if any, on the Notes of every series issued hereunder shall be paid in full
when due, whether at the maturity or interest payment or mandatory redemption
date, by acceleration, call for redemption or otherwise, and interest on the
overdue principal and interest, if any, of the Notes and all other obligations
of the Company to the Holders of the Notes or the Trustee under the Indenture
or the Notes shall be promptly paid in full or performed, all in accordance
with the terms of the Indenture and the Notes; and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, they shall be paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so
guaranteed for whatever reason, each Guarantor shall be obligated to pay the
same whether or not such failure to pay has become an Event of Default that
could cause acceleration pursuant to Section 6.02 of the Indenture. Each
Guarantor agreed that this is a guarantee of payment not a guarantee of
collection. Capitalized terms used herein have the meanings assigned to them
in the Indenture unless otherwise indicated, and the obligations of the
Guarantors pursuant to the Guarantees are subject to the terms of the
Indenture, to which reference is hereby made for the precise terms thereof.
Pursuant to Section 11.03 of the Indenture, the obligation of
each
Guarantor under its Guarantee is limited to the maximum amount as will, after
giving effect to such maximum amount and all other liabilities of such
Guarantor that are relevant for purposes of fraudulent transfer or conveyance
under the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law, and after giving
effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 11 of the Indenture, result
in
the obligations of such Guarantor in respect of such maximum amount not
constituting a fraudulent conveyance, all subject to the terms of the
Indenture, to which reference is hereby made for the precise terms thereof.
Under certain circumstances as set forth in the Indenture, the
obligation of each Guarantor under its Note Guarantee may be released under
certain circumstances, including the sale of the Guarantor or of all or
substantially all of the assets of a Guarantor or such Guarantor becoming an
Unrestricted Subsidiary of the Company, all subject to the terms of the
Indenture, to which reference is hereby made for the precise terms thereof.
The Guarantees shall be binding upon the Guarantors and their
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders of the Notes and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms of the
Indenture.
The Guarantees shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note on which the Guarantees
are noted shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.
By Jefferson Casino Corp., and any other Guarantor as may be added
or substituted from time to time, as Guarantors:
JEFFERSON CASINO CORP.
By:/s/ Xxx X. Xxxxx
