<PAGE> 1
EXHIBIT 4.19
AMENDMENT TO CREDIT AGREEMENT; MODIFICATIONS
TO THIRD WAIVER AND RELATED DOCUMENTS; AGREEMENTS
RELATING TO MANAGER SUBORDINATION AGREEMENT;
AND OTHER AGREEMENTS AMONGST THE PARTIES
AMENDMENT TO CREDIT AGREEMENT; MODIFICATIONS TO THIRD WAIVER
AND RELATED DOCUMENTS; AMENDMENT TO MANAGER SUBORDINATION AGREEMENT; AND OTHER
AGREEMENTS AMONGST THE PARTIES, dated as of August 31, 2000 (this "Amendment and
Agreement"), among HARRAH'S ENTERTAINMENT, INC. ("HET"), HARRAH'S OPERATING
COMPANY, INC. ("HOC"), HARRAH'S NEW ORLEANS MANAGEMENT COMPANY ("Harrah's
Management"), 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 and
modified by the Waiver dated as of June 4, 1999, the letter agreement dated
November 1, 1999, the Waiver dated as of February 29, 2000, the Amendment dated
as of March 29, 2000, the Waiver dated as of June 29, 2000, the Waiver dated as
of July 27, 2000, the Waiver dated as of August 10, 2000 and the Waiver dated as
of August 18, 2000) (as so amended and modified, the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the
Banks agree to amend certain provisions of the Credit Agreement and the Banks
have agreed, subject to the terms and conditions set forth herein, to the
waivers and amendments herein provided;
WHEREAS, as a condition thereto the willingness of the Banks
to agree to the amendments requested above, the Banks require, among other
things, (x) that the parties hereto enter into certain agreements as provided
herein and (y) that HOC purchase the outstanding Guaranteed Obligations (as
defined in the HET/HOC Guaranty and Loan Purchase Agreement) and related
Commitments of all Banks in accordance with the requirements of Section 15(b) of
the HET/HOC Guaranty and Loan Purchase Agreement, in each case as if a notice
requiring such purchase had been given and as if an Event of Default were in
existence;
WHEREAS, to induce the Banks to agree to the amendments
contained herein, the parties hereto wish to enter into this Amendment and
Agreement and to take the actions described in the immediately preceding
paragraph;
NOW, THEREFORE, it is agreed:
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I. Amendments to Credit Agreement.
1. Notwithstanding anything to the contrary contained in
Section 1.03 of the Credit Agreement, and in addition to the requirements
contained therein, it is hereby agreed that, at all times after the Tenth
Amendment Effective Date, the Borrower shall directly furnish to HOC at the HOC
Notice Office copies of each Notice of Borrowing substantially concurrently with
the furnishing of same to the Administrative Agent. Furthermore, and in addition
to the time requirements contained in Section 1.03 of the Credit Agreement, it
is understood and agreed that, with respect to each incurrence of Revolving
Loans after the Tenth Amendment Effective Date, the Borrower shall be required
to furnish to each of the Administrative Agent and HOC (i) at least one Business
Day's prior written notice of any Borrowing of Revolving Loans to be made as
Base Rate Loans which is equal to or less than $5,000,000 in aggregate principal
amount and (ii) at least three Business Days' prior written notice of any
Borrowing of Revolving Loans to be made as Eurodollar Loans or which is greater
than $5,000,000 in aggregate principal amount; provided that in each case such
notice shall only be deemed given on a particular day if given prior to 11:00
A.M. (New York Time). Except as set forth above in this Section 1, all Notices
of Borrowing shall be given in the form required by, and with the effect and
subject to the terms set forth in, Section 1.03 of the Credit Agreement. As used
herein, the term "HOC Notice Office" shall mean the office of HOC located at
5100 West Sahara Avenue, Suite 200, Las Vegas, NV 89146, Attention: Charles L.
Atwood (fax no. (702) 579-2674), or such other office as may from time to time
be designated in writing by HOC to the Borrower in writing as the HOC Notice
Office. Furthermore, all notices as described above shall be effective only upon
actual delivery (including by facsimile at a number designated by the
Administrative Agent or HOC, as the case may be) to the Administrative Agent and
HOC.
2. Section 9.09 of the Credit Agreement is hereby amended by
deleting the entries for the second, third and fourth Fiscal Test Quarters
appearing in the table contained therein and inserting the following new table
entries in lieu thereof:
<TABLE>
<CAPTION>
TEST PERIOD ENDED AMOUNT
----------------- ------
<S> <C>
The last day of the second $(24 million)*
Fiscal Test Quarter
The last day of the third $(36.2 million)
Fiscal Test Quarter
The last day of the fourth $(50.0 million)
Fiscal Test Quarter
</TABLE>
3. Holdings and the Borrower hereby agree, and HET, HOC and
Harrah's Management by their execution hereof consent and agree, that unless
otherwise agreed in writing by the Required Banks, in no event shall any amounts
be paid pursuant to, or as described in, clauses (iv) and (v) of Section 9.06(a)
of the Credit Agreement at any time prior to April 1, 2001 (at which point such
amounts may only be paid in compliance with the applicable provisions of Section
9.06 of the Credit Agreement).
---------------------
* For purposes of this table, parentheses indicate a negative number.
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4. Notwithstanding anything to the contrary contained in
Section 10.17(i) of the Credit Agreement, the giving by the Minimum Payment
Guarantor at any time after December 15, 2000 of a notice to the Borrower or the
LGCB that the Minimum Payment Guaranty will not be extended, shall not, in and
of itself, constitute a Default or Event of Default at any time prior to
February 28, 2001 (at which time the giving of any such notice, whether on,
prior to or after such date, shall constitute an immediate Event of Default). It
is understood and agreed that, without limiting the other provisions of Section
10.17 of the Credit Agreement, if the Minimum Payment Guaranty shall have
expired in accordance with its terms or any other event shall occur with respect
to the Minimum Payment Guaranty which permits (or requires) the termination of
the Casino Operating Contract (whether as a result of the giving of a notice
described in the preceding sentence or otherwise), same shall constitute an
immediate Event of Default (whether such event occurs on, prior to, or after
February 28, 2001).
5. Section 11 of the Credit Agreement is hereby amended by
replacing the reference to "$10,000,000" appearing in the definition of "Maximum
Swingline Amount" with a reference to "$0". In connection with the foregoing
modification, it is acknowledged and agreed that no Swingline Loans shall be
made after the Tenth Amendment Effective Date.
6. Section 11 of the Credit Agreement is hereby further
amended by inserting the following new definitions in appropriate alphabetical
order:
"Tenth Amendment" shall mean the Amendment to Credit
Agreement; Modifications to Third Waiver and Related Documents;
Amendment to Manager Subordination Agreement; and Other Agreements
amongst the Parties, dated as of August 31, 2000.
"Tenth Amendment Effective Date" shall have the meaning
provided in the Tenth Amendment.
7. Notwithstanding anything to the contrary contained in the
Credit Agreement, at any time after the Tenth Amendment Effective Date during
which HET and/or HOC hold 100% of the Total Revolving Loan Commitment and
outstanding Revolving Loans and a Default or Event of Default exists, HET and/or
HOC, as the case may be, may elect (but shall be under no obligation) to make
Revolving Loans to the Borrower (otherwise in accordance with the provisions of
the Credit Agreement except for the fact that the condition precedent that no
Default or Event of Default then exists shall not have been satisfied); provided
that (i) at no time shall the aggregate principal amount of outstanding
Revolving Loans, when combined with the Letter of Credit Outstandings at such
time, exceed $25,000,000 and (ii) such election shall not be available (and no
such Revolving Loans shall be made or Letters of Credit Issued) at any time
during which (x) a Default or Event of Default exists pursuant to Section 10.06
of the Credit Agreement and/or (y) the maturity of any Loans have been
accelerated pursuant to Section 10 of the Credit Agreement.
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II. Modifications to Third Waiver and Related Documents.
1. Section 2 of the Third Waiver and Agreement to the Credit
Agreement, dated as of February 29, 2000 (the "Third Waiver and Agreement"), is
hereby amended by deleting the amount "$40,000,000" appearing therein and by
inserting in lieu thereof the following new text:
"$50,000,000; provided that at no time shall Indebtedness of the
Borrower as described above in this clause (i) be increased to an
amount in excess of $40,000,000 unless at the time of such increase (w)
the Tenth Amendment Effective Date has theretofore occurred, (x) the
aggregate outstanding principal amount of Revolving Loans, when added
to the amount of Letter of Credit Outstandings at such time, equals
$25,000,000, (y) the Borrower has inadequate cash on hand or otherwise
available to it (net of reserves (A) held by the Borrower for cash
management purposes to the extent (and only to the extent) necessary to
meet current cash needs in the ordinary course of business and
consistent with past practice and (B) required to be held by the
Borrower pursuant to the terms of the Casino Operating Contract and the
rules, orders and regulations of the LGCB) to directly pay the amounts
otherwise guaranteed pursuant to the Minimum Payment Guaranty Documents
and (z) the increase does not exceed the amount needed by the Borrower
at such time to make payments which are guaranteed pursuant to the
Minimum Payment Guaranty Documents and in no event causes the aggregate
amount of Indebtedness of the Borrower as described above in this
clause (i) to exceed $50,000,000".
2. Each of HET and HOC hereby acknowledge and agree that the
Extension and Forbearance Agreement (as defined in the Third Waiver and
Agreement) remains in full force and effect in accordance with its terms, except
that each party thereto hereby agrees that each reference therein to "$40
million" or "$40,000,000" shall be deemed to be a reference to "$50 million" or
"$50,000,000", as the case may be. Each of HET and HOC agree that any increase
to the amounts owing to the Borrower pursuant to the Minimum Payment Guaranty
Documents in excess of $40,000,000 shall be subject to the provisions of
preceding Section 1.
3. Each of HOC, Harrah's Management and the Borrower hereby
agree that the Limited Forbearance, dated as of February 29, 2000, in the form
attached to the Third Waiver and Agreement (the "Forbearance Agreement") has
been duly authorized, executed and delivered by it and is in full force and
effect. Furthermore, each of HOC, Harrah's Management and the Borrower hereby
agrees that each reference therein to "August 1, 2000" is hereby changed to
instead refer to "April 1, 2001", with the effect of extending the forbearances
set forth therein to April 1, 2001.
4. Any failure of the Borrower, HET, HOC or Harrah's
Management to comply with the terms and conditions, and agreements, set forth or
referenced in preceding Sections 1, 2 and 3 of this Part II shall be deemed to
be a default by the Borrower pursuant to Section 9 of the Credit Agreement,
including, without limitation, for purposes of Section 10.03 of the Credit
Agreement.
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III. Agreements Relating to Manager Subordination Agreement.
1. The parties hereto (including Harrah's Management) hereby
acknowledge and agree, for the benefit of the Banks and Administrative Agent
only, that (i) the reference to "payments to be applied" in Section 3.1(b) of
the Manager Subordination Agreement shall, until such time as all Obligations
and other amounts described in Section 3.1(b)(ii) of the Manager Subordination
Agreement shall have been repaid in full, apply only to payments received on
account of accrued and unpaid Base Fees, Incentive Fees and Termination Fees (as
described in the Manager Subordination Agreement), (ii) notwithstanding anything
to the contrary contained in the Manager Subordination Agreement or any other
document or agreement, in no event shall any amounts to be applied pursuant to
the Intercreditor Agreement (or received pursuant to any other Security
Document) be required to be applied or turned over to the payment of management
expenses or other amounts incurred in accordance with the Management Agreement
and (iii) notwithstanding anything to the contrary contained in the Manager
Subordination Agreement or any other document or agreement, in no event are any
of the Obligations in any way subordinated to the payment or reimbursement of
management expenses or other amounts owing pursuant to the Management Agreement
(it being acknowledged, however, that any collections in respect of Base Fees,
Incentive Fees or Termination Fees shall, in the circumstances described in
Section 3.1(b) of the Manager Subordination Agreement, be applied in accordance
with the priorities set forth therein).
IV. Other Agreements Amongst Various of the Parties Hereto.
1. In order to induce the Banks to enter into this Amendment,
each of HET, HOC and the Borrower agree that on the Tenth Amendment Effective
Date (immediately before giving effect thereto and to the purchases described in
following Section 2) all outstanding Swingline Loans (if any), shall be
converted into Revolving Loans in accordance with the provisions of Credit
Agreement.
2. On the Tenth Amendment Effective Date (and concurrently
with the occurrence thereof), HOC shall, to the reasonable satisfaction of the
Administrative Agent, purchase the outstanding Guaranteed Obligations (as
defined in the HET/HOC Guaranty and Loan Purchase Agreement) and related
Commitments of all Banks in accordance with the requirements of Section 15(b) of
the HET/HOC Guaranty and Loan Purchase Agreement, as if an Event of Default
existed and as if the notice required thereunder had been given. In connection
therewith (x) an Assignment and Assumption Agreement in substantially the form
attached hereto as Exhibit A shall, on or prior to the Tenth Amendment Effective
Date, have been entered into by HOC, as Assignee, and each Bank holding any such
Guaranteed Obligations and/or Commitments, as Assignor and (y) on the Tenth
Amendment Effective Date, HOC shall have paid to each Bank referenced in
preceding clause (x) (or to the Administrative Agent for its account) all
amounts owing to it in connection with the purchase of Guaranteed Obligations
described above, in each case calculated as otherwise provided in Section 15(b)
of the HET/HOC Guaranty and Loan Purchase Agreement. HOC hereby acknowledges and
agrees that, with respect to the Revolving Loan Commitments purchased by it, it
shall have the obligations of a Participant with respect to any Letters of
Credit heretofore or hereafter issued in accordance with the terms of the Credit
Agreement. Each party hereto hereby acknowledges and agrees that (except for
express obligations under the Assignment and Assumption Agreements referenced
above) it shall have no claims against any other party hereto (or any Bank not a
signatory hereto) in connection with, or resulting from, the requirement that
the Guaranteed Obligations and related Commitments be purchased by HOC as
required by this Amendment and Agreement.
<PAGE> 6
3. Without limiting the express provisions of the Credit
Agreement or any other Credit Document, each of the parties hereto hereby
acknowledges and agrees that the Banks selling Guaranteed Obligations and
related Commitments in accordance with the provisions of this Part IV shall
continue to be entitled to the benefits of all indemnification, increased cost
and similar provisions contained in the Credit Agreement and the other Credit
Documents with respect to the Guaranteed Obligations and related Commitments for
the periods held by them and with respect to its actions (or non-actions) as a
Bank during all periods for which it is or was a Bank.
V. Miscellaneous Provisions.
1. In order to further induce the Banks to enter into this
Amendment and Agreement 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 Tenth
Amendment Effective Date after giving effect to this Amendment and Agreement 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 Tenth Amendment Effective Date, after giving effect to this
Amendment and Agreement (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).
2. This Amendment and Agreement 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 Amendment and
Agreement shall constitute a Credit Document, as defined in the Credit
Agreement.
3. This Amendment and Agreement 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 Administrative
Agent.
4. THIS AMENDMENT AND AGREEMENT 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.
5. This Amendment and Agreement shall become effective on the
first date (the "Tenth Amendment Effective Date") on which (i) each of Holdings,
the Borrower, HET, HOC, Harrah's Management, each Subsidiary Guarantor 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
Administrative Agent at its Notice Office and (ii) each of the actions required
to be taken in accordance with preceding Part IV shall have been taken to the
reasonable satisfaction of Bankers Trust Company (with HOC having paid in
immediately available funds all amounts owing as a result of the purchases
described in Section 2 of Part IV).
<PAGE> 7
6. At all times on and after the Tenth Amendment 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 Amendment and Agreement.
7. Each of the parties hereto hereby acknowledges and agrees
that none of the parties hereto shall have any obligations (expressed or
implied) to agree to any further amendments, modifications or waivers with
respect to the Credit Agreement or any other Credit Document, or to provide any
consent thereto or otherwise to forebear with respect to the exercise of their
rights under any Credit Document or otherwise. The provisions of this Section 7
shall not give rise to the requirement of any consent in instances where such
consent is not required.
* * *
<PAGE> 8
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first written above.
JCC HOLDING COMPANY
By: /s/ Fred W. Burford
------------------------------------
Title: President and Chief Executive
Officer
JAZZ CASINO COMPANY, L.L.C.
By: /s/ Fred W. Burford
------------------------------------
Title: President and Chief Executive
Officer
BANKERS TRUST COMPANY, Individually and
as Administrative Agent
By: /s/ June C. George
------------------------------------
Title: Director
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
------------------------------------
Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
------------------------------------
Title:
<PAGE> 9
BANK OF AMERICA, N.A.
By:
------------------------------------
Title:
HARRAH'S ENTERTAINMENT, INC.
By: /s/ Charles L. Atwood
------------------------------------
Title: Vice President and Treasurer
HARRAH'S OPERATING COMPANY, INC.
By: /s/ Charles L. Atwood
------------------------------------
Title: Vice President and Treasurer
HARRAH'S NEW ORLEANS MANAGEMENT COMPANY
By: /s/ Charles L. Atwood
------------------------------------
Title: Vice President and Treasurer
For purposes of the Credit Documents to which the Subsidiary Guarantors
are party, by their respective signatures below, each Subsidiary Guarantor
hereby consents and agrees to the entering into of this Amendment and Agreement
(as well as all prior amendments and waivers to the Credit Agreement as
described in the recitals hereto) and acknowledges and affirms that the
Subsidiaries Guaranty and the other Credit Documents to which they are party
remain in full force and effect in accordance with its terms on the date hereof
and after giving effect to this Amendment and Agreement:
JCC CANAL DEVELOPMENT, L.L.C.
By: /s/ Fred W. Burford
---------------------------------------------
Title: President and Chief Executive Officer
JCC FULTON DEVELOPMENT, L.L.C.
By: /s/ Fred W. Burford
---------------------------------------------
Title: President and Chief Executive Officer
JCC DEVELOPMENT COMPANY, L.L.C.
By: /s/ Fred W. Burford
---------------------------------------------
Title: President and Chief Executive Officer
