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EXHIBIT 10.10
COUNTERPART SIGNATURE PAGE
TO
INTERCREDITOR AGREEMENT
(FIRST INTERCREDITOR AGREEMENT)
THIS COUNTERPART SIGNATURE PAGE relates to that certain Intercreditor
Agreement dated as of February 4, 1998 (the "First Intercreditor Agreement"), by
and among Hibernia National Bank ("Bank"), Grand Casinos, Inc. ("Grand") and
Grand Casinos of Louisiana, Inc. -- Coushatta ("GCI"); and is entered into
pursuant to Section 2 of that certain Release and Assumption Agreement dated as
of December 31, 1998 (the "Release Agreement"), by and among the Bank, Grand,
GCI, The Coushatta Tribe of Louisiana, The Coushatta Tribe of Louisiana Building
Authority, Lakes Gaming, Inc. ("Lakes") and Grand Casinos of Louisiana,
LLC-Coushatta ("GCI LLC").
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Release Agreement.
By executing this counterpart signature page, each of the parties
hereto acknowledge and agree that (i) GCI has been released from all debts,
liabilities and obligations whatsoever now or hereafter owing to the Bank under
any of the Loan Documents, including, without limitation, the Hotel Loan
Guaranty; (ii) all obligations of GCI under each of the Existing Subordination
Agreements are hereby terminated; (iii) Grand has assigned to Lakes and Lakes
has assumed all of the respective rights, duties and obligations of Grand under
each of the Operative Agreements to which it is a party provided, however, Grand
remains liable under the Hotel Loan Guaranty; (iv) GCI has assigned to GCI LLC
and GCI LLC has assumed from GCI all of the rights, duties and obligations of
GCI under each of the Operative Agreements to which it is a party; (v) all
rights under the First Intercreditor Agreement that were previously exercisable
by Grand and/or GCI shall hereinafter be deemed to be exercisable by Grand,
Lakes and/or GCI LLC; (vi) all references to the term "Hotel Loan Guaranty" in
the First Intercreditor Agreement shall hereinafter be deemed to include an
additional reference to that certain Commercial Guaranty Agreement dated
February 15, 1999, executed by Lakes and GCI LLC in favor of the Bank with
respect to the Hotel Loan; (vii) all references to Grand and/or GCI under each
of the Operative Agreements (excluding the Hotel Loan Guaranty of Grand) and in
the definitions of the terms "Acceleration," "Grand Equipment Liens," "Hotel
Loan Subrogation Rights," and "Indemnity Obligations," shall each hereinafter be
deemed to refer to each of Lakes and GCI LLC, respectively; (viii) the term
"Equipment Loan Subordination Agreements" shall hereinafter be deemed to include
additional references to those certain Subordination Agreements dated February
15, 1999, respectively executed by each of Lakes and GCI LLC in favor of
Hibernia Bank with respect to the First Equipment Loan; and (ix) the term "Hotel
Loan Subordination Agreements" shall hereinafter be deemed to include additional
references to those certain Subordination Agreements dated February 15, 1999,
respectively executed by each of Lakes and GCI LLC in favor of Hibernia Bank
with respect to the Hotel Loan.
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IN WITNESS WHEREOF, the parties have executed this Counterpart
Signature Page as of the 15th day of February, 1999.
HIBERNIA NATIONAL BANK
BY: /s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
Assistant Vice President
LAKES GAMING, INC.
BY: /s/ Xxxxxxx Xxxx
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Xxxxxxx X. Xxxx, its Chief Financial Officer
GRAND CASINOS OF LOUISIANA, LLC -
COUSHATTA
BY: /s/ Xxxxxxx Xxxx
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Xxxxxxx X. Xxxx, its Chief Financial Officer
