Exhibit 10.21
COMPLETION GUARANTOR SUBORDINATION AGREEMENT
(Lenders)
COMPLETION GUARANTOR SUBORDINATION AGREEMENT (as amended,
modified or supplemented from time to time, this "Agreement"), dated as of
October 29, 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 BANKERS TRUST COMPANY, as Administrative Agent for the Lenders,
each as defined below. Except as otherwise defined herein, terms used herein and
defined in the Credit Agreement 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 the Company, JCC Holding
Company, a Delaware corporation, 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 a 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 secured revolving loan facility including
Revolving Loans, 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 as
contemplated therein (as used herein, the term "Credit Agreement" means the
Credit Agreement described above in this paragraph, as the same may be amended,
modified, extended, renewed, replaced, restated, supplemented or refinanced from
time to time, and including any agreement extending the maturity of, or
refinancing or restructuring (including, but not limited to, the inclusion of
additional borrowers or guarantors thereunder or any increase in the amount
borrowed) all or any portion of, the indebtedness under such agreement or any
successor agreements, whether or not with the same agent, trustee,
representative, lenders or holders; provided that, with respect to any agreement
providing for the refinancing or replacement of indebtedness under the Credit
Agreement, such agreement shall
only be treated as, or as part of, the Credit Agreement hereunder if (i) either
(A) all obligations under the Credit Agreement being refinanced or replaced
shall be paid in full at the time of such refinancing or replacement, and all
commitments and letters of credit issued pursuant to the refinanced or replaced
Credit Agreement shall have terminated in accordance with their terms or (B) the
Required Banks shall have consented in writing to the refinancing or replacement
indebtedness being treated as indebtedness pursuant to the Credit Agreement,
(ii) the refinancing or replacement indebtedness shall be permitted to be
incurred under the Credit Agreement being refinanced or replaced (if such Credit
Agreement is to remain outstanding), and the other Credit Documents then in
effect and (iii) a notice to the effect that the refinancing or replacement
indebtedness shall be treated as issued under the Credit Agreement shall be
delivered by the Company to the Administrative Agent and each Completion
Guarantor).
E. Contemporaneously herewith, pursuant to the Plan, the
Company, JCC Holding Company, 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, 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, each as may be amended from
time to time, the "Indenture") pursuant to which the Company has issued the
Senior Subordinated Contingent Notes due 2009 (as may be amended, modified,
extended, renewed, supplemented or refinanced from time to time, the "New
Contingent Bonds").
F. The Company may at any time and from time to time enter
into one or more interest rate protection agreements (including, without
limitation, interest rate xxxxxx, swaps, caps, floors, collars, and similar
agreements, collectively, the "Interest Rate Protection Agreements") with one or
more Lenders, or any Affiliate thereof (any such Lender or Lenders or any
Affiliate of any such Lender or Lenders (even if any such Lenders subsequently
cease to be a Lender under the Credit Agreement for any reason) so long as any
such Lender or Affiliate thereof participates in the extension of such Interest
Rate Protection Agreement and their subsequent assigns, if any, collectively,
the "Other Creditors," and together with the Administrative Agent and the
Lenders, the "Senior Creditors").
G. Pursuant to the Plan, the Completion Guarantors (x) have
entered into (i) a Bank Completion Guarantee in favor of the Administrative
Agent (as amended, modified or supplemented from time to time, the "Bank
Completion Guarantee"), (ii) a Completion Guarantee in favor of the Trustee (as
amended, modified or supplemented from time to time, the "Notes Completion
Guarantee"), (iii) a Completion Guarantee in favor of the LGCB (the "LGCB
Completion Guarantee") and (iv) a Completion Guarantee in favor of Rivergate
Development Corporation and the City of New Orleans (as amended, modified or
supplemented from time to time, the "City/RDC Completion Guarantee"), and (y)
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").
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H. 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 an
Amended and Restated Completion Loan Agreement entered into by and among the
Company and the Completion Guarantors pursuant to the Plan (as amended, modified
or supplemented from time to time and together with the exhibits thereto, the
"Completion Loan Agreement").
I. 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 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").
J. 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").
K. 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 the RDC have granted the Completion Guarantors certain
rights of use (the "Rights of Use") in respect of the real property comprising
the Project pursuant to an Entry Agreement entered into by and among the City,
the RDC, HET and HOCI pursuant to the Plan.
L. Pursuant to the Security Agreement, the Company has granted
to the Collateral Agent for the benefit of the Secured Creditors (as defined in
the Security Agreement) a perfected lien on, and security interest in, the
Assigned Interests.
M. The Collateral Agent (for the benefit of the Secured
Creditors) is the holder of that certain Act of Mortgage and Collateral
Assignment by Jazz Casino Company, L.L.C. (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 Project and
also subject to the Rights of Use.
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N. As a condition to the extensions of credit by the Senior
Creditors, 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. 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 Indebtedness (as
defined in Section 1.7 hereof). The provisions of this Section 1 shall
constitute a continuing offer to all Persons who, in reliance upon such
provisions, become holders of, or continue to hold, Senior Indebtedness, and
such provisions are made for the benefit of the holders of Senior Indebtedness,
and such holders 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 Section 10.01 of
the Credit Agreement, any acceleration of the Senior Indebtedness under Section
10 of the Credit Agreement, 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 Loan Agreement (the "Subordinated Loan"), the
Construction Lien Indemnity Advances and any Completion Loans on a pari passu
basis; (viii) principal due on the Subordinated Loan, the Construction Lien
Indemnity Advances and any Completion Loans on a pari passu basis; and (ix)
Incentive Fee pursuant to and as defined in the Management Agreement.
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1.2. Company Not to Make Payments with Respect to Subordinated
Obligations in Certain Circumstances
(a) Until all Senior Indebtedness shall have been paid in full
in cash and all commitments in respect of such Senior Indebtedness have been
terminated, 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
pursuant to Section 8.17(c) of the Credit Agreement.
(b) In the event that, notwithstanding the provisions of the
preceding subsection (a) of this Section 1.2, (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 said subsection (a) 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, and shall be paid
forthwith over and delivered to, the holders of Senior Indebtedness or their
representative or the Administrative Agent, as their respective interests may
appear, for application pro rata to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in cash in accordance with the terms of such Senior Indebtedness, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.
1.3. 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) 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 holders of all Senior Indebtedness shall first be
entitled to receive payment in full in cash of all Senior Indebtedness
(including, without limitation, post-petition interest at the rate provided in
the documentation with respect to the Senior Indebtedness, 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;
(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 1.3, 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
holders of Senior Indebtedness or their representative or representatives, or to
the Administrative Agent, to the extent necessary to make payment in full in
cash of all Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness;
and
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(c) in the event that 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 Indebtedness is paid in full in cash,
which payment or distribution is not permitted by preceding subsections (a) and
(b) of this Section 1.3, such payment or distribution shall be received and held
in trust for and shall be paid over to the holders of the Senior Indebtedness
remaining unpaid or unprovided for or their representative or representatives,
or to the Administrative Agent, for application to the payment of such Senior
Indebtedness until all such Senior Indebtedness shall have been paid in full in
cash, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.
1.4. 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 Creditors that, to
the extent and for 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 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 Credit Agreement 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 Indebtedness shall have been paid in full in cash and all commitments in
respect of such Senior Indebtedness have been terminated.
1.5. Subrogation. After all Senior Indebtedness has been paid in full
in cash and all commitments in respect of such Senior Indebtedness have been
terminated, 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 Creditors against the Company or any other guarantor of the Senior
Indebtedness.
1.6. Subordination Rights Not Impaired by Acts or Omissions of Company
or Holders of Senior Indebtedness. No right of any present or future holders of
any Senior Indebtedness 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 holder, 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 holder may have or be otherwise charged with.
The holders of the Senior Indebtedness 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
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renew or alter, any Senior Indebtedness or amend, modify or supplement any
agreement or instrument governing or evidencing such Senior Indebtedness or any
other document referred to therein, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness including, without
limitation, the waiver of default thereunder and the release of any collateral
securing such Senior Indebtedness, all without notice to or assent from any
Completion Guarantor.
1.7. Senior Indebtedness. The term "Senior Indebtedness" shall mean all
Obligations of the Company (i) under the Credit Agreement and the other Credit
Documents and (ii) in respect of any Interest Rate Protection Agreements. As
used herein, the term "Obligations" shall mean all principal, interest, premium,
penalties, fees, expenses, indemnities and other liabilities and obligations
payable under the documentation governing any Senior Indebtedness (including
interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding, at the rate provided for in the documents
governing such Senior Indebtedness, whether or not such interest is an allowed
claim against the debtor in any such proceeding).
2. OTHER RESTRICTED PAYMENTS; SUBORDINATED RIGHTS
2.1. In addition to the provisions of preceding Section 1, until all
commitments under the Credit Agreement have terminated and all amounts owing
thereunder 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 Credit Agreement (including,
without limitation, Sections 9.03 and 9.06 thereof).
2.2. In the event that, notwithstanding the provisions of the preceding
subsection (a) 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 subsection (a), such payment shall be held by such Completion
Guarantor or its respective Subsidiary in trust for the benefit of, and shall be
paid forthwith and delivered (with the Completion Guarantors hereby agreeing to
pay such amount over), to the holders of Senior Indebtedness or their
representative or the Administrative Agent, as their respective interests may
appear, for application pro rata to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in cash in accordance with the terms of such Senior Indebtedness, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.
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 Security Documents to the Secured Creditors 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 Administrative Agent or any Senior Creditor has a
perfected security interest in the Assigned Interests.
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2.4. Until all Senior Indebtedness shall have been paid in full in cash
and all commitments in respect of such Senior Indebtedness have been terminated,
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 Bank 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 Completion Guarantors and the
Administrative Agent (with the consent of the Required Banks).
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 holders from time to time of the Senior Indebtedness, and may not
be amended or modified in any respect, or terminated, without the consent of the
Administrative Agent (with the consent of the Required Banks). The provisions of
this Agreement are continuing provisions and all Senior Indebtedness to which
they apply shall conclusively be presumed to have been created in reliance
thereon. Except to the extent provided in Section 1.4, 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.
6. TERMINATION. This Agreement shall terminate on the first to occur of
(i) the termination of the Credit Agreement and satisfaction of all obligations
to the Administrative Agent and the Lenders thereunder or (ii) the termination
of the Bank Completion Guarantee and satisfaction of all obligations to HET,
HOCI and the Administrative Agent 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).
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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, at any time prior to the occurrence of a Flip
Event (as defined in the Restated Certificate of Incorporation of JCC Holding
as of the date hereof), or after the occurrence of a Cure Event (as defined
in the Restated Certificate of Incorporation of JCC Holding as of the date
hereof) in respect of any uncured Flip Events, and during such periods such
covenants shall be deemed modified to the extent necessary such that they are
no more onerous on the Company than the covenants contained in the Indenture
as in effect on the date hereof.
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 Secured Creditors 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 Security Documents to the Secured Creditors. 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
Administrative Agent or any Senior Creditor has a valid or perfected security
interest in the Assigned Proceeds.
7.4. Until all Senior Indebtedness shall have been paid in full in cash
and all commitments in respect of such Senior Indebtedness have been terminated,
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 Bank 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.
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
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 Administrative Agent, at: Bankers Trust Company
One Bankers Trust Plaza
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxx Xxxxx
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 Administrative Agent and each
Completion Guarantor 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/ X. Xxxxxx 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/ X. Xxxxxx Title: Vice President
---------------------------- -----------------------------------
BANKERS TRUST COMPANY,
as Administrative Agent
for the Lenders
/s/ X. Xxxxxx By: /s/ Xxxx Xxx Xxxxx
---------------------------- --------------------------------------
Name: Xxxx Xxx Xxxxx
------------------------------------
/s/ Xxx Xxxxxxxxx Title: Managing Director
---------------------------- -----------------------------------
Acknowledged and agreed by: WITNESSES:
JAZZ CASINO COMPANY, L.L.C.,
a Louisiana limited liability
company
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxx
---------------------------
Title: President
--------------------------
/s/ S. Xxx Xxxxxxxx
----------------------------
/s/ illegible
----------------------------
SIGNATURE PAGE TO
COMPLETION GUARANTEE SUBORDINATION
AGREEMENT (Lenders)
STATE OF New York
-----------------
COUNTY OF New York
-----------------
BE IT KNOWN that on the 28th 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 GUARANTEE SUBORDINATION
AGREEMENT (Lenders)
STATE OF New York
-----------------
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 Xxxx Xxx Xxxxx, who
acknowledged himself to be Managing Director of Bankers Trust Company, a
National Banking 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/ Xxxxx Xxxxx Xxxx
------------------------------------
Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTEE SUBORDINATION
AGREEMENT (Lenders)
STATE OF New York
-----------------
COUNTY OF New York
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BE IT KNOWN that on the 28th 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 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
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Notary Public
[Notarial Seal]
My Commission expires:
ACKNOWLEDGMENT TO
COMPLETION GUARANTEE SUBORDINATION
AGREEMENT (Lenders)
STATE OF Louisiana
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PARISH OF Orleans
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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 GUARANTEE SUBORDINATION
AGREEMENT (Lenders)
