Exhibit 10.13
COMPLETION GUARANTOR SUBORDINATION AGREEMENT
(Senior Subordinated Notes)
COMPLETION GUARANTOR SUBORDINATION AGREEMENT (as amended,
modified or supplemented from time to time, this "Agreement"), dated as of
October 30, 1998, among XXXXXX'X ENTERTAINMENT, INC., a Delaware corporation
("HET"), XXXXXX'X OPERATING COMPANY, INC., a Delaware corporation ("HOCI" and,
together with HET, the "Completion Guarantors" and each a "Completion
Guarantor"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
(together with any successor, the "Trustee") under the Indentures (as defined
below). Except as otherwise defined herein, terms used herein and defined in the
Indentures referred to below are used herein as so defined.
RECITALS
X. Xxxxxx'x Jazz Company, a Louisiana general partnership
("HJC"), filed a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code on November 22, 1995, which case is now pending in the
United States Bankruptcy Court for the Eastern District of Louisiana, Case No.
95-14545.
B. HJC has submitted and the Bankruptcy Court has confirmed a
plan of reorganization (the "Plan") in connection with that certain voluntary
petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy
Code.
C. As contemplated by the Plan, Jazz Casino Company, L.L.C., a
Louisiana limited liability company (the "Company"), has succeeded to all the
rights and obligations of HJC.
D. Contemporaneously herewith, pursuant to the Plan, the
Company, JCC Holding Company, a Delaware corporation ("JCC Holding"), JCC
Development, L.L.C., FP Development, L.L.C., CP Development, L.L.C. and the
Trustee, as trustee, have entered into (i) that certain indenture, pursuant to
which the Company has issued $187,500,000 principal amount of its Senior
Subordinated Notes due 2009 with Contingent Payments (as may be amended,
modified, renewed, restated, supplemented or refinanced from time to time, the
"New Bonds"), and (ii) that certain indenture (and together with the indenture
for the New Bonds, as each may be modified from time to time, the "Indentures")
pursuant to which the Company has issued its Senior Subordinated Contingent
Notes due 2009 (as may be amended, modified, renewed, restated, supplemented or
refinanced from time to time, the "New Contingent Bonds" and, together with the
New Bonds, the "Senior Subordinated Notes" and, together with the Indentures,
the Collateral Documents (as defined in the Indentures) and all other documents
and agreements relating thereto, being hereinafter called the "Senior
Subordinated Notes Documents").
E. Contemporaneously herewith the Company, JCC Holding, as
guarantor, the lenders (the "Lenders") from time to time party thereto, and
Bankers Trust Company, as Administrative Agent (together with any successor
agent, the "Administrative Agent"), have
entered into that certain Credit Agreement (the "Credit Agreement"), pursuant to
the Plan, providing for a senior secured term loan in the amount of Sixty
Million Dollars ($60,000,000), a secured term loan in the amount of One Hundred
Fifty-One Million Five Hundred Thousand Dollars ($151,500,000), and a revolving
loan facility including Swingline Loans and Letters of Credit (each as defined
in the Credit Agreement) drawn under such revolving loan facility in an amount
not to exceed Twenty Five Million Dollars ($25,000,000) at any time outstanding.
F. Pursuant to the Plan, the Completion Guarantors (a) have
entered into (i) that certain Notes Completion Guarantee in favor of the Trustee
(as amended, modified or supplemented from time to time, the "Notes Completion
Guarantee"), (ii) that certain LGCB Completion Guarantee in favor of the
Louisiana Gaming Control Board (the "LGCB") (as amended, modified or
supplemented from time to time, the "LGCB Completion Guarantee"), (iii) that
certain Bank Completion Guarantee in favor of the Administrative Agent (as
amended, modified or supplemented from time to time, the "Bank Completion
Guarantee"), and (iv) that certain City/RDC Completion Guarantee in favor of
Rivergate Development Corporation ("RDC") and the City of New Orleans (the
"City") (as amended, modified or supplemented from time to time, the "City/RDC
Completion Guarantee"), and (b) may in the future enter into one or more
completion or other guarantees in support of the obligations of the Company
(with all completion and other guarantees described in this paragraph being
herein collectively called the "Completion Guarantees").
G. Any amounts advanced or paid pursuant to the Completion
Guarantees (such amounts are referred to herein as "Completion Guarantee
Payments") will be loans (together with all other amounts owing to the
Completion Guarantors under the Completion Loan Agreement (as defined below),
the "Completion Loans") from the Completion Guarantors to the Company under that
certain Amended and Restated Completion Loan Agreement entered into by and among
the Company, HET and HOCI pursuant to the Plan (as amended, modified or
supplemented from time to time and together with the exhibits thereto, the
"Completion Loan Agreement").
H. Pursuant to that certain Amended and Restated Construction
Lien Indemnity Obligation Agreement entered into by and between the Company and
HOCI pursuant to the Plan (as amended, modified or supplemented from time to
time, the "Construction Lien Indemnity Obligation Agreement"), the Company has
agreed to pay to HOCI any amounts advanced (the "Construction Lien Indemnity
Advances") by HOCI under that certain Amended and Restated Construction Lien
Indemnity Agreement entered into by and among the Company, HOCI and First
American Title Insurance Company pursuant to the Plan (the "Construction Lien
Indemnity Agreement").
I. The Trustee desires that the Completion Guarantors enter
into this Agreement in respect of all Completion Loans, all Construction Lien
Indemnity Advances and any other amounts whatsoever at any time owing by the
Company to either or both Completion Guarantors, together with all principal,
interest, fees, indemnities and other amounts owing with respect thereto, are
herein called the "Subordinated Obligations."
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J. In furtherance of the purposes of the Completion Loan
Agreement, (i) the Company has assigned to the Completion Guarantors certain of
the Company's rights under certain contracts and other agreements to which the
Company is a party, certain lien payment bonds, performance bonds and plans and
specifications and to certain permits, consents, licenses, authorizations and
approvals relating to such contracts and agreements (the "Assigned Interests"),
and (ii) the City and RDC have granted the Completion Guarantors certain rights
of use (the "Rights of Use") in respect of the real property comprising the
Casino premises pursuant to an Entry Agreement (as defined in the Completion
Loan Agreement) entered into by and among the City, RDC, HET and HOCI pursuant
to the Plan.
K. Pursuant to the Security Agreement, the Company has granted
to the Collateral Agent for the benefit of the Senior Subordinated Noteholders
(as defined below) of the Senior Subordinated Notes a perfected lien on, and
security interest in, the Assigned Interests.
L. The Collateral Agent (for the benefit of the Senior
Subordinated Noteholders) is the holder of that certain Act of Mortgage and
Collateral Assignment (as renewed, amended, modified, replaced, restated,
supplemented, or extended from time to time, the "Mortgage") executed by the
Company pursuant to the Plan in respect of inter alia, the Company's leasehold
estate in certain real property comprising the Casino premises and also subject
to the Rights of Use.
M. As a condition to the issuance of the Senior Subordinated
Notes, the parties hereto (including the Completion Guarantors) are required to
execute and deliver this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto agree as follows:
1. SUBORDINATION
1.1. Definitions. For purposes of this Agreement, the term "Senior
Subordinated Noteholders" shall mean the Holders (as defined in the Indentures)
from time to time of the Senior Subordinated Notes, and the term "Senior
Subordinated Notes Obligations" shall mean (a) the principal of, and premiums,
if any, and interest (including Contingent Payments) on the New Bonds and the
Contingent Payments due and payable in accordance with the terms of the New
Contingent Bonds and (b) all other Obligations (as defined in the Indentures) of
the Company under the Indentures to the Senior Subordinated Noteholders.
1.2. Subordination of Liabilities
(a) Each Completion Guarantor, for itself, its successors and
assigns, covenants and agrees that the payment of the Subordinated Obligations
is hereby expressly subordinated, to the extent and in the manner hereinafter
set forth, to the prior payment in full in cash of all Senior Subordinated Notes
Obligations. The provisions of this Section 1 shall
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constitute a continuing offer to all Persons who, in reliance upon such
provisions, become or continue to remain Senior Subordinated Noteholders and
such provisions are made for the benefit of the Senior Subordinated Noteholders
and such Senior Subordinated Noteholders are hereby made obligees hereunder the
same as if their names were written herein as such, and they and/or each of them
may proceed to enforce such provisions.
(b) In the event of any payment default under Sections 7.1(1)
and (2) of the Indentures, any acceleration of the Senior Subordinated Notes or
declaration of an Event of Default under Section 7.2 of the Indentures, or the
bankruptcy of the Company, any payments by the Company or any representative of
the Company shall be applied in the following order, subject to the rights of
the LGCB under the Casino Operating Contract, the RDC under the Lease, and any
other creditor, as their interests may appear: (i) reimbursement of all
management expenses incurred in accordance with the Management Agreement; (ii)
amounts as set forth in Section 11 of that certain Intercreditor Agreement among
HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association,
as trustee, and the other parties named therein (as amended from time to time);
(iii) any credit enhancement fee due and payable to HET or an Affiliate of HET
pursuant to that certain Credit Enhancement Fee Agreement entered into by and
among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination
Fee pursuant to and as defined in the Management Agreement; (v) interest due on
the Convertible Junior Subordinated Debentures (as defined in the Plan); (vi)
principal due on the Convertible Junior Subordinated Debentures; (vii) interest
due on any amounts advanced under the Subordinated Credit Facility, the
Indemnity Agreement and the Completion Loan Agreement (each as defined in the
Indentures) on a pari passu basis; (viii) principal due on the Subordinated
Credit Facility, the Indemnity Agreement and the Completion Loan agreement on a
pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the
Management Agreement; provided that the amounts described in clauses (iii) and
(iv) above shall be senior to any Contingent Payments on the New Bonds and the
New Contingent Bonds.
1.3. Company Not to Make Payments with Respect to Subordinated
Obligations in Certain Circumstances
(a) Until all Senior Subordinated Notes Obligations shall have
been paid in full in cash, no payment or distribution of any kind or character
(whether in cash, property, securities or otherwise) shall be made in respect of
any Subordinated Obligations other than any payments expressly permitted to be
made or not restricted under Section 5.3 of the Indentures.
(b) In the event that (i) the Company or any of its
Subsidiaries shall make any payment to any Completion Guarantor on account of
the Subordinated Obligations which is not permitted by subsection (a) of this
Section 1.3, or (ii) any Completion Guarantor receives any payment or
distribution from any enforcement or other action against the Collateral, such
payment shall be held by any such Completion Guarantor in trust for the benefit
of the Senior Subordinated Noteholders, and shall be paid forthwith over and
delivered to the Trustee, for application to the payment of all Senior
Subordinated Notes Obligations remaining unpaid to the extent necessary to pay
all Senior Subordinated Notes Obligations in full in cash in accordance with the
terms of the Senior Subordinated Notes Documents after giving effect to any
concurrent
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payment or distribution to or for the Senior Subordinated Noteholders.
1.4. Subordination to Prior Payment of All Senior Indebtedness on
Dissolution, Liquidation or Reorganization of Company. Upon any distribution of
assets of the Company (including any assets constituting Collateral (as defined
in the Indentures)) upon dissolution, winding up, liquidation or reorganization
of the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or otherwise):
(a) the Senior Subordinated Noteholders shall first be
entitled to receive payment in full in cash of all Senior Subordinated Notes
Obligations (including, without limitation, post-petition interest at the rate
provided in the Senior Subordinated Notes Documents whether or not such
post-petition interest is an allowed claim against the debtor in any bankruptcy
or similar proceeding) before any Completion Guarantor is entitled to receive
any payment of any kind or character with respect to any Subordinated
Obligations, other than any payments permitted under Section 5.3 of the
Indentures;
(b) any payment or distributions of assets of the Company of
any kind or character, whether in cash, property, securities or otherwise to
which any Completion Guarantor would be entitled except for the provisions of
this Section 1.4, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or other trustee or agent, directly to the
Senior Subordinated Noteholders or to the Trustee to the extent necessary to
make payment in full in cash of all Senior Subordinated Notes Obligations
remaining unpaid, after giving effect to any concurrent payment or distribution
to the Senior Subordinated Noteholders; and
(c) in the event that, notwithstanding the foregoing
provisions of this Section 1.4, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property, securities or
otherwise, shall be received by any Completion Guarantor on account of
Subordinated Obligations before all Senior Subordinated Notes Obligations are
paid in full in cash, which payment or distribution is not permitted by
preceding subsections (a) and (b) of this Section 1.4, such payment or
distribution shall be received and held in trust for and shall be paid over to
the Senior Subordinated Noteholders or to the Trustee for application to the
payment of such Senior Subordinated Notes Obligations until all Senior
Subordinated Notes Obligations shall have been paid in full in cash, after
giving effect to any concurrent payment or distribution to the Senior
Subordinated Noteholders.
1.5. Effect of Subordination on Obligations Pursuant to Completion Loan
Agreement and Construction Lien Indemnity Agreement. Each Completion Guarantor
hereby agrees for the benefit of the Company and the Senior Subordinated
Noteholders that, to the extent and so long as any payment of Subordinated
Obligations is not permitted to be made pursuant to the provisions of this
Section 1, then, and notwithstanding anything to the contrary contained in the
Completion Loan Agreement or the Construction Lien Indemnity Agreement, the
respective Subordinated Obligations shall not be payable by the Company until
they are permitted to be paid in accordance with the terms of this Section 1. To
the extent that any such Subordinated Obligations are not payable by the Company
pursuant to this Section 1, the Completion
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Guarantors shall forbear from exercising any right to accelerate the Company's
obligations under the Completion Loan Agreement or the Construction Lien
Indemnity Obligation Agreement as a result thereof so long as the Indentures or
this Agreement shall continue to prohibit the Company from making such payments.
Without limiting the foregoing, no action shall be taken by any Completion
Guarantor to enforce the payment of any Subordinated Obligations by the Company
until all Senior Subordinated Notes Obligations shall have been paid in full in
cash.
1.6. Subrogation. After all Senior Subordinated Notes Obligations have
been paid in full in cash, each Completion Guarantor shall have and be entitled
to all rights of subrogation otherwise provided by law in respect of any payment
it may make or be obligated to make under this Agreement with respect to the
claims of the Senior Subordinated Noteholders against the Company or any other
guarantor of the Senior Subordinated Notes Obligations.
1.7. Subordination Rights Not Impaired by Acts or Omissions of Company
or Holders of Senior Indebtedness. No right of any Senior Subordinated
Noteholder or the Trustee to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act by any such Senior
Subordinated Noteholder, or by any noncompliance by the Company with the terms
and provisions of the Completion Loan Agreement or the Construction Lien
Indemnity Agreement regardless of any knowledge thereof which any such Senior
Subordinated Noteholder may have or be otherwise charged with. The Senior
Subordinated Noteholders or the Trustee may, without in any way affecting the
obligations of any Completion Guarantor with respect hereto, at any time or from
time to time and in their absolute discretion, change the manner, place or terms
of payment of, change or extend the time of payment of, or renew or alter, any
Senior Subordinated Notes Obligations or amend, modify or supplement any of the
Senior Subordinated Notes Documents or exercise or refrain from exercising any
other of their rights under the Senior Subordinated Notes Documents including,
without limitation, the waiver of default thereunder and the release of any
collateral securing the Senior Subordinated Notes Obligations, all without
notice to or assent from any Completion Guarantor.
2. OTHER RESTRICTED PAYMENTS; SUBORDINATED RIGHTS
2.1. In addition to the provisions of the preceding Section 1, until
all Senior Subordinated Notes Obligations have been repaid in full in cash, the
Completion Guarantors shall not, and shall not permit any of their Subsidiaries
to, receive any Restricted Payment in violation of the provisions of the
Indentures (including, without limitation, Section 5.3 thereof).
2.2. In the event that, notwithstanding the provisions of the preceding
Section 2.1 of this Section 2, the Completion Guarantors or any of their
Subsidiaries shall receive any payment not permitted to be received by them
pursuant to said Section 2.1, such payment shall be held by such Completion
Guarantor or its respective Subsidiary in trust for the benefit of the Senior
Subordinated Noteholders, and shall be paid forthwith and delivered (with the
Completion Guarantors hereby agreeing to pay such amount over), to the Trustee
for application to the payment of all Senior Subordinated Notes Obligations
remaining unpaid to the extent necessary to pay all Senior Subordinated Notes
Obligations in full in cash after giving effect to any
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concurrent payment or distribution to the Senior Subordinated Noteholders.
2.3. Each Completion Guarantor, for itself, its successors and assigns,
covenants and agrees that (i) its rights as assignee of the Assigned Interests
are subject to the prior security interest granted in such Assigned Interests
under the Shared Security Documents to the Senior Subordinated Noteholders and
(ii) its rights under the Rights of Use are subject in all respects to the
Shared Security Documents. The priorities set forth herein with respect to the
Assigned Interests and the Rights of Use are applicable irrespective of (a) the
time, order or method of attachment or perfection or recording thereof or of any
financing statements or (b) whether or not the Collateral Agent, the Trustee or
any Senior Subordinated Noteholder has a perfected security interest in the
Assigned Interests.
2.4. Until all Senior Subordinated Notes Obligations shall have been
paid in full in cash no Completion Guarantor shall take any action whatsoever
(including any remedial action) to exercise or enforce its rights and remedies
in respect of any Assigned Interests or the Rights of Use, provided that in
order to satisfy its obligations under any Completion Guarantee and so long as
the Completion Guarantors are not in default under the Notes Completion
Guarantee, the Completion Guarantors may exercise any of their rights in respect
of the Assigned Interests and the Rights of Use in order to cause the completion
of the Casino (it being understood and agreed that the exercise by the
Completion Guarantors of such rights shall continue to be subject to the
subordination provisions of this Agreement).
3. AMENDMENT. No modification, amendment, waiver or release of any
provision of this Agreement or of any right, obligation, claim or cause of
action arising hereunder shall be valid or binding for any purpose whatsoever
unless in writing and duly executed by the Trustee and each Completion
Guarantor.
4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PRINCIPLES.
5. THIRD PARTY BENEFICIARIES. This Agreement is entered into for the
benefit of the Senior Subordinated Noteholders, and may not be amended or
modified in any respect, or terminated, without the consent of the Trustee or
that percentage of the Senior Subordinated Noteholders required to amend the
Indentures pursuant to the terms of the Indentures. The provisions of this
Agreement are continuing provisions and all Senior Subordinated Notes
Obligations to which they apply shall conclusively be presumed to have been
created in reliance thereon. Except to the extent provided in Section 1.5
hereof, this Agreement is not entered into for the benefit of the Company, and
the Company shall not be a third party beneficiary of this Agreement. Except as
otherwise expressly set forth herein, no provision of this Agreement shall be
deemed to modify, or release the Company from, any of its obligations pursuant
to the Completion Loan Agreement or the Construction Lien Indemnity Obligation
Agreement or to grant the Company any additional rights under the Completion
Loan Agreement or the Construction Lien Indemnity Obligation Agreement.
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6. TERMINATION. This Agreement shall terminate on the first to occur of
(i) the termination of the Indentures and satisfaction of all obligations to the
Senior Subordinated Noteholders thereunder or (ii) the termination of the Notes
Completion Guarantee and satisfaction of all obligations to HET, HOCI and the
Trustee thereunder and the obligations of the Completion Guarantors under this
Agreement (so long as, in the case of both clauses (i) and (ii) above, the
satisfaction of said obligations does not violate the terms of this Agreement).
7. COMPLETION LOAN AGREEMENT
7.1. Notwithstanding anything to the contrary contained in the
Completion Loan Agreement, the Completion Guarantors hereby waive all rights to
take any action in respect of a default by the Company under Section 9 of the
Completion Loan Agreement, during any period in which the payment of the
Subordinated Obligations is prohibited under the terms of this Agreement.
7.2. Notwithstanding anything to the contrary contained in the
Completion Loan Agreement, the Completion Guarantors subordinate to the Lien
granted by the Company to the Senior Subordinated Noteholders all rights granted
or purported to be granted by the Company to the Completion Guarantors pursuant
to the Completion Loan Agreement in any policies of insurance for or revenues
from the Casino (collectively, the "Assigned Proceeds").
7.3. Each Completion Guarantor, for itself, its successors and assigns,
covenants and agrees that its rights as assignee of the Assigned Proceeds are
subject to the prior security interest granted in such Assigned Proceeds under
the Shared Security Documents to the Senior Subordinated Noteholders. The
priorities set forth herein with respect to the Assigned Proceeds are applicable
irrespective of (i) the time, order or method of attachment or perfection or
recording thereof or of any financing statements or (ii) whether or not the
Collateral Agent, the Trustee or any Holder has a valid or perfected security
interest in the Collateral (as defined in the Indentures), including the
Assigned Proceeds.
7.4. Until all Senior Subordinated Notes Obligations shall have been
paid in full in cash, no Completion Guarantor shall take any action whatsoever
(including any remedial action) to exercise or enforce its rights and remedies
in respect of any Assigned Proceeds, provided that in order to satisfy its
obligations under any Completion Guarantee and so long as the Completion
Guarantors are not in default under the Notes Completion Guarantee, the
Completion Guarantors may exercise any of their rights in respect of the
Assigned Proceeds in order to cause the completion of the Casino (it being
understood and agreed that the exercise by the Completion Guarantors of such
rights shall continue to be subject to the subordination provisions of this
Agreement).
7.5. The subordination and other provisions of this Agreement apply
only to the Subordinated Obligations and shall have no effect on the rights of
HET and HOCI pursuant to the HET/JCC Agreement (as defined in the Indentures).
8. NOTICES. Except as otherwise specified herein, all notices,
requests, demands
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or other communications to or upon the respective parties hereto shall be deemed
to have been duly given or made when delivered to the party to which notice,
request, demand or other communication is required or permitted to be given or
made under this Agreement, addressed as follows:
(a) if to HET or HOCI, at:
Xxxxxx'x Entertainment, Inc.
Xxxxxx'x Operating Company, Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
with a copy to the Corporate Secretary at the same address
(b) if to the Company, at:
Jazz Casino Company, L.L.C.
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: President
(c) if to the Trustee, at:
Norwest Bank Minnesota, National Association
Norwest Center
6th and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Department
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.
[Signature page follows]
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IN WITNESS WHEREOF, the Trustee and each Completion Guarantor
have caused this Agreement to be duly executed and delivered as of the date
first written above.
XXXXXX'X ENTERTAINMENT, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------------
Name: Xxxxxx X. Xxxxxxxx, XX
--------------------------------
Title: Vice President
-------------------------------
XXXXXX'X OPERATING COMPANY, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx XX
----------------------------------
Name: Xxxxxx X. Xxxxxxxx XX
--------------------------------
Title: Vice President
-------------------------------
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
-------------------------------
Acknowledged and agreed to by:
JAZZ CASINO COMPANY, L.L.C., a Louisiana
limited liability company
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
---------------------------------
Title: President
--------------------------------
SIGNATURE PAGE TO
COMPLETION GUARANTOR SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF NEW YORK
COUNTY/PARISH OF NEW YORK
BE IT KNOWN that on the 29th day of October, 1998, before
me, a Notary Public, duly commissioned and authorized in and for the State and
County aforesaid, personally came and appeared Xxxxxx X. Xxxxxxxx XX , who
acknowledged himself to be Authorized Representative of Xxxxxx'x Entertainment,
Inc., a Delaware corporation, and that he, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by
signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxx Xxxx
------------------------------------
Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTOR SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF NEW YORK
COUNTY/PARISH OF NEW YORK
BE IT KNOWN that on the 29th day of October, 1998, before me, a
Notary Public, duly commissioned and authorized in and for the State and County
aforesaid, personally came and appeared Xxxxxxx X. Xxxxxxxxxx, who acknowledged
himself to be Vice President of Norwest Bank Minnesota, National Association,
and that he, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the company
by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxx X. Xxxxxxx
------------------------------------
Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTOR SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF NEW YORK
COUNTY/PARISH OF NEW YORK
BE IT KNOWN that on the 29th day of October, 1998, before me,
a Notary Public, duly commissioned and authorized in and for the State and
County aforesaid, personally came and appeared Xxxxxx X. Xxxxxxxx, who
acknowledged himself to be Authorized Representative of Xxxxxx'x Operating
Company, Inc., a Delaware corporation, and that he, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxx Xxxx
------------------------------------
Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTOR SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF NEW YORK
COUNTY/PARISH OF NEW YORK
BE IT KNOWN that on the 29th day of October, 1998, before me,
a Notary Public, duly commissioned and authorized in and for the State and
County aforesaid, personally came and appeared Xxxxxxxxx X. Xxxxxxx, who
acknowledged himself to be President of Jazz Casino Company, L.L.C., a
Louisiana limited liability company, and that he, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as such officer on
behalf of such company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTOR SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
