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EXHIBIT 4.16
WAIVER TO CREDIT AGREEMENT
WAIVER TO CREDIT AGREEMENT, dated as of July 27, 2000 (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.
WITNESSETH
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of October 29, 1998 (as amended to the date hereof,
the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the Banks agree
to waive certain requirements of the Credit Agreement, and the Banks have
agreed, subject to the terms and conditions set forth herein, to waive such
requirements of the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. The Banks hereby agree to extend the "Waiver Period", as defined in
the Waiver to the Credit Agreement, dated June 29, 2000, until August 11, 2000;
provided that, in consideration of such extension, Holdings and the Borrower
hereby agree that at no time on or after the date of this Waiver and prior to
the termination of the Waiver Period (as extended hereby) shall (i) the
aggregate outstanding principal amount of Revolving Loans and Swingline Loans
exceed $12,000,000, (ii) the Letter of Credit Outstandings exceed $2,000,000 and
(iii) any payments be made by Holdings or any of its Subsidiaries in respect of
any amounts owing to HET, HOC or any of their respective Subsidiaries or
Affiliates other than the Borrower and its Subsidiaries in respect of
obligations of the borrower or any of its subsidiaries to any such Person which
are or have been contractually deferred or otherwise forborne by any such
Person. The provisions of the proviso to the immediately preceding sentence
shall for all purposes of the Credit Agreement (including Section 10.03 thereof)
constitute a covenant pursuant to Section 9 of the Credit Agreement, and the
Banks shall have no obligation to honor any Notice of Borrowing or Letter of
Credit Request, extend any Loan or issue or participate in any Letter of Credit
to the extent same would result in a breach of the agreements set forth above.
2. In order to induce the Banks to enter into this Waiver and grant the
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) represents and warrants 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
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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).
3. 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. It is agreed that this Waiver shall constitute a
Credit Document, as defined in the Credit Agreement.
4. 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.
5. 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.
6. This Waiver shall become effective on the first date (the "Waiver
Effective Date") on which (i) each of Holdings, the Borrower and the Required
Banks 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.
7. 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/ L. Xxxxxxx Xxxxxx
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Title: Vice President, Sec'y,
Treasurer
JAZZ CASINO COMPANY, L.L.C.
By: /s/ L. Xxxxxxx Xxxxxx
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Title: Vice President, Sec'y,
Treasurer
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
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Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
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Title:
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BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxx
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Title: Managing Director
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