Exhibit 10.23
HET SUBORDINATED LENDER SUBORDINATION AGREEMENT
(Senior Subordinated Notes)
HET SUBORDINATED LENDER 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
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 United States Bankruptcy Court
for the Eastern District of Louisiana has confirmed, a plan of reorganization
(the "Plan").
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., CP Development, L.L.C., FP Development, L.L.C. and the
Trustee, as trustee, have entered into (i) that certain indenture, pursuant to
which the Company has issued Senior Subordinated Notes due 2009 with Contingent
Payments (as may be amended, modified, extended, renewed, 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 amended from
time to time, the "Indentures") pursuant to which the Company has issued Senior
Subordinated Contingent Notes due 2009 (as may be amended, modified, extended,
renewed, 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. HET, HOCI and the Company have entered into that certain
Subordinated Credit Facility (as defined in the Indentures) pursuant to the
Plan.
F. Contemporaneously herewith the Company, JCC Holding, as
guarantor, Bankers Trust Company, as the Administrative Agent, and certain
lenders have entered into that
certain Credit Agreement (the "Credit Agreement") pursuant to the Plan providing
for (i) a senior secured term loan in the amount of Sixty Million Dollars
($60,000,000), (ii) a secured term loan in the amount of One Hundred Fifty-One
Million Dollars ($151,000,000),and (iii) 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.
G. The Trustee desires that HET and HOCI enter into this
Agreement in respect of the Subordinated Credit Facility, which together with
all principal, interest, fees, indemnities and other amounts owing with respect
thereto or with respect to any related promissory notes or other related
documents, are herein called the "Subordinated Obligations."
H. Pursuant to the Security Agreement, the Company has granted
to the Collateral Agent for the benefit of the Senior Subordinated Noteholders
(as defined herein) of the Senior Subordinated Notes a perfected lien on, and
security interest in, the Assigned Interests.
I. 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 granted to HET and HOCI by the City and RDC (the "Rights of
Use").
J. As a condition to the issuance of the Senior Subordinated
Notes, the parties hereto (including HET and HOCI) 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 Indenture to the Senior Subordinated Noteholders.
1.2. Subordination of Liabilities
(a) Each of HET and HOCI, for itself, its successors and
assigns, covenants and agrees that the payment of the Subordinated Obligations
is hereby expressly subordinated, to
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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 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, 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, shall be applied in the following order: (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 may be 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 permitted 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 HET or HOCI on account of the
Subordinated Obligations, which payment is not permitted by subsection (a) of
this Section 1.3, or (ii) HET or HOCI receives any payment or distribution from
any enforcement or other action against the Collateral, such payment shall be
held by HET or HOCI, as the case may be, 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
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to pay the 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 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 HET and HOCI are entitled to receive any payment
of any kind or character with respect to any Subordinated Obligations, other
than any payments permitted or not restricted 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 HET and HOCI would be entitled but 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 HET or HOCI 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 Subordinated
Credit Facility. HET and HOCI hereby agree for the benefit of the Company and
the Senior Subordinated Noteholders that to the extent that 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 Subordinated Credit Facility, 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
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the Company pursuant to this Section 1, HET and HOCI shall forbear from
exercising any right to accelerate the Company's obligations under the
Subordinated Credit Facility 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 HET or HOCI to
enforce the payment of any Subordinated Obligations 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, HET and HOCI 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 Subordinated Credit Facility 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 HET and HOCI 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 HET and HOCI.
2. OTHER RESTRICTED PAYMENTS; SUBORDINATED RIGHTS
2.1. In addition to the provisions of preceding Section 1, until all
Senior Subordinated Notes Obligations have been repaid in full in cash, HET and
HOCI 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
subsection (a) of this Section 2, HET or HOCI or any of their Subsidiaries shall
receive any payment not permitted to be received by them pursuant to said
subsection (a), such payment shall be held by HET or HOCI or its Subsidiary in
trust for the benefit of the Senior Subordinated Noteholders, and shall be paid
forthwith and delivered (with HET 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
concurrent payment or distribution to the Senior Subordinated Noteholders.
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2.3. Each of HET and HOCI, 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 Security Agreement to the Senior Subordinated Noteholders and (ii) its
rights under the Rights of Use are subject in all respects to the Mortgage. 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 Holder 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 neither HET nor HOCI 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
HET and HOCI are not in default under the Notes Completion Guarantee, HET and
HOCI 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 HET and HOCI 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, HET and HOCI.
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 Subordinated Credit Facility or to grant the Company any additional
rights under such agreement.
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
Subordinated Credit Facility and satisfaction of all obligations to HET, HOCI
and the Company thereunder and the obligations of HET and
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HOCI 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. SUBORDINATED CREDIT FACILITY
7.1. Notwithstanding anything to the contrary contained in the
Subordinated Credit Facility, HET and HOCI hereby agree to forbear from taking
any action in respect of a default by the Company under Section 8 of the
Subordinated Credit Facility during any period in which payment of the
Subordinated Obligations is prohibited by the terms of this Agreement.
7.2. Notwithstanding anything to the contrary contained in the
Subordinated Credit Facility, HET and HOCI 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 HET and HOCI pursuant to the
Subordinated Credit Facility in any policies of insurance for or revenues from
the Casino (collectively, the "Assigned Proceeds").
7.3. Each of HET and HOCI, 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 Security Agreement 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 Senior Subordinated Noteholder 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, HET and HOCI shall not take any action whatsoever
(including any remedial action) to exercise or enforce their rights and remedies
in respect of any Assigned Proceeds, provided that in order to satisfy its
obligations under any Completion Guarantees (as defined in the Indentures) and
so long as HET and HOCI are not in default under the Notes Completion Guarantee,
HET and HOCI may exercise any of their rights in respect of the Assigned
Proceeds in order to cause the successful completion of the Casino (it being
understood and agreed that the exercise by HET and HOCI 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 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:
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(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
(b) if to the Company, at: Jazz Casino Company, L.L.C.
000 X. 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, HOCI and HET have caused this
Agreement to be duly executed and delivered as of the date first written above.
WITNESSES: XXXXXX'X ENTERTAINMENT, INC., a
Delaware corporation
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxxxx, XX
-------------------------------
/s/ Xxxxx X. Xxxxxxxx Title: Vice President
---------------------------- ------------------------------
XXXXXX'X OPERATING COMPANY, INC., a
Delaware corporation
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxxxx, XX
-------------------------------
/s/ Xxxxx X. Xxxxxxxx Title: Vice President
---------------------------- ------------------------------
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-------------------------------
/s/ Xxxxx X. Xxxxxxxx Title: Vice President
---------------------------- ------------------------------
Acknowledged and agreed by:
JAZZ CASINO COMPANY, L.L.C., a Louisiana WITNESSES:
limited liability company
By: /s/ Xxxxxxxxx X. Xxxxxxx /s/ S. Xxx Xxxxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
------------------------------
Title: President /s/ Xxxxx Xxxxx
----------------------------- ---------------------------------
SIGNATURE PAGE TO
HET SUBORDINATED LENDER SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF New York
PARISH/COUNTY 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
HET SUBORDINATED LENDER SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF New York
PARISH/COUNTY 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
HET SUBORDINATED LENDER SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF New York
PARISH/COUNTY 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
HET SUBORDINATED LENDER SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
STATE OF Louisiana
PARISH/COUNTY OF Orleans
BE IT KNOWN that on the ____ 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
HET SUBORDINATED LENDER SUBORDINATION
AGREEMENT (Senior Subordinated Notes)
