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EXHIBIT 4.11
WAIVER TO CREDIT AGREEMENT
WAIVER TO CREDIT AGREEMENT, dated as of June 4, 1999 (this "Waiver"),
among JCC HOLDING COMPANY ("Holdings"), JAZZ CASINO COMPANY, L.L.C. (the
"Borrower"), various lending institutions party to the Credit Agreement referred
to below (the "Banks") and BANKERS TRUST COMPANY, as Administrative Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of October 29, 1998 (the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the Banks enter
into this Waiver, and the Banks have agreed, subject to the terms and conditions
set forth herein, to enter into this Waiver as herein provided;
NOW, THEREFORE, it is agreed:
1. The Banks hereby extend the time for payment of Commitment
Commission accrued pursuant to Section 3.01 (a) and (b) of the Credit Agreement
which was due and payable on the Quarterly Payment Dates which occurred on
December 31, 1998 and March 31, 1999, until the Quarterly Payment Date occurring
on June 30, 1999. The extension granted above shall not effect the accrual or
payment of Commitment Commission otherwise becoming due and payable on June 30,
1999 and thereafter.
2. In addition, the Banks hereby waive any Default or Event of Default
which may have existed (including, without limitation, any Default or Event of
Default arising under Section 8.01(h) or in connection with any Notice of
Borrowing submitted to the Administrative Agent) solely as a result of the
Borrower's failure to pay the Commitment Commission referenced in Section I
above which became due and owing on December 31, 1998 and March 31, 1999, but
not any Default or Event of Default which may exist as a result of the
Borrower's failure to pay said Commitment Commission on June 30, 1999 or any
Commitment Commission accruing after March 31, 1999 on the applicable Quarterly
Payment Date in accordance with the Credit Agreement.
3. By executing a counterpart hereof, each Guarantor acknowledges and
agrees to the provisions of this Waiver and further acknowledges and agrees that
all extensions of credit pursuant to the Credit Agreement (after giving effect
to this Waiver) shall continue to be entitled to the benefits of the Guarantees,
notwithstanding any modifications effected pursuant to this Waiver. Furthermore,
the Credit Parties acknowledge and agree that all extensions of credit pursuant
to the Credit Agreement (after giving effect to this Waiver) shall continue to
be entitled to the benefits of the Security Documents in accordance with the
terms thereof (notwithstanding any changes effected pursuant to this Waiver). By
executing and delivering a counterpart hereof, HET acknowledges and agrees that
its prior written consent to the Waiver has been obtained in accordance with the
requirements of Section 16.12 of the Credit Agreement
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4. In order to induce the Banks to enter into this Waiver and grant the
extension and waivers contemplated hereby, and in exchange for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each
of Holdings and the Borrower hereby (x) represent and warrant that no Default or
Event of Default exists on the Waiver Effective Date after giving effect to this
Waiver and (y) makes each of the representations, warranties and agreements made
by each such party contained in the Credit Agreement and the other Credit
Documents on and as of the Waiver Effective Date, after giving effect to this
Waiver (it being understood that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects as of such date).
5. This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement (or of any provision beyond the specific Waivers granted hereby) or
any other Credit Document,
6. This Waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Agent.
7. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
8. This Waiver shall become effective on the first date (the "Waiver
Effective Date") on which (i) each of Holdings, the Borrower, HET, HOC, JCC
Development, CPD, FPD, the Required Banks and each Bank which is, on the Waiver
Effective Date, otherwise entitled to receive any Commitment Commission the
payment date of which is being deferred pursuant to this Waiver shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered (including by way of facsimile) the same to the Agent at its Notice
office.
9. At all times on and after the Waiver Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement after giving effect to
this Waiver.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Waiver to be duly executed and delivered as of the date first written
above.
JCC HOLDING COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
JAZZ CASINO COMPANY, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: President
XXXXXX'X ENTERTAINMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name:
Title:
XXXXXX'X OPERATING COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name:
Title:
JCC DEVELOPMENT COMPANY L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: President
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CP DEVELOPMENT, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title:
FP DEVELOPMENT, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title:
BANKERS TRUST COMPANY, Individually and as
Administrative Agent
By: /s/ Xxxx Xxx Xxxxx
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Name:
Title:
