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EXHIBIT 4.14
WAIVER TO CREDIT AGREEMENT
WAIVER TO CREDIT AGREEMENT, dated as of June 29, 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 waive, solely for the period from and including
June 29, 2000 to and including July 20, 2000 (the "Waiver Period"), compliance
by the Borrower with the provisions of Section 9.09 of the Credit Agreement and
any Default or Event of Default which may exist solely as a result of the
Borrower's failure to comply with the requirements of such Section during the
Waiver Period; provided that such waiver shall be effective only during the
Waiver Period and such waiver shall not be of any force or effect at any time
thereafter, including with respect to any failure to comply with such Section
9.09 for the Fiscal Test Quarter ended June 30, 2000. For purposes of clarity,
it is understood that, subject to any agreement among the Banks (or to the
extent provided in Section 16.12 of the Credit Agreement, the Required Banks),
Holdings and the Borrower to the contrary, any Default or Event of Default which
would have existed with respect to Section 9.09 upon completion of the Fiscal
Test Quarter ended June 30, 2000 but for the effectiveness of this waiver, shall
exist upon completion of the Waiver Period.
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 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).
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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.
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/ Camille Fowler
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Title: Vice President
JAZZ CASINO COMPANY, L.L.C.
By: /s/ Camille Fowler
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Title: Vice President
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /s/ Scottye O. Lindsey
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Title: Vice President
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
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Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
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Title:
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BANK OF AMERICA, N.A.
By: /s/ Scott L. Faber
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Title: Managing Director
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