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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT
No. 2 to
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
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JAZZ CASINO COMPANY, L.L.C.
(NAME OF APPLICANT)
512 SOUTH PETERS STREET, NEW ORLEANS, LOUISIANA 70130
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
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TITLE OF CLASS AMOUNT
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Senior Subordinated Contingent Notes $18,319,035 Annual Maximum
Due 2009 Contingent Payment Amount (1)
Approximate date of proposed issuance: October 30, 1998
Jazz Casino Company, L.L.C.
512 South Peters Street
New Orleans, Louisiana 70130
(Name and address of agent for service)
With a copy to:
Michael R. McAlevey, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000
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The applicant hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Trust Indenture Act of 1939, as amended (the "Act"),
may determine upon the written request of this applicant.
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(1) All payments in respect of the Senior Subordinated Contingent Notes Due
2009 will be contingent payments, and such contingent payments will be
limited to an annual aggregate maximum amount of $18,319,035.
<PAGE>
GENERAL
1. GENERAL INFORMATION. Furnish the following as to the applicant.
(a) Form of organization:
A limited liability company.
(b) State or other sovereign power under the laws of which organized:
Louisiana.
2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon
by the applicant as a basis for the claim that registration of the indenture
securities under the Securities Act of 1933 is not required.
On November 22, 1995, Harrah's Jazz Company, a Louisiana general
partnership ("HJC"), and Harrah's Jazz Finance Corp., a Delaware corporation
and wholly-owned subsidiary of HJC ("Finance Corp."), filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Code"). On December 22, 1995, Harrah's New Orleans
Investment Company, a Nevada corporation and partner in HJC ("HNOIC" and,
collectively with HJC and Finance Corp., "the Debtors"), filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code to facilitate
efforts to reorganize HJC. On or about February 26, 1997 the Debtors filed
the Third Amended Joint Plan of Reorganization (the "February 1997 Plan of
Reorganization") and related Disclosure Statement (the "February 1997
Disclosure Statement") with the U.S. Bankruptcy Court for the Eastern
District of Louisiana (the "Bankruptcy Court"). By order dated February 28,
1997 the Bankruptcy Court approved the February 1997 Disclosure Statement.
By order dated April 28, 1997 the Bankruptcy Court confirmed the February
1997 Plan of Reorganization.
The effective date of the February 1997 Plan of Reorganization was
conditioned upon, among other things, the execution and delivery of a
modified Casino Operating Contract and all necessary approvals, if any, from
the State of Louisiana (the "State"). The State had taken the position that
the State legislature must approve the modified Casino Operating Contract,
which the State legislature failed to do in its regular session which
adjourned on June 23, 1997. On March 16, 1998, however, the Attorney General
for the State issued an opinion that the Louisiana Gaming Control Board (the
"LGCB") has independent authority (without the necessity of any legislative
approval) to renegotiate and execute a renegotiated casino operating
contract. Accordingly, on March 20, 1998, the LGCB approved an amended and
renegotiated casino operating contract among HJC, Jazz Casino Company,
L.L.C., a Louisiana limited liability company (the "Company" or "Applicant"),
and the State, by and through the LGCB, (the "Amended and Renegotiated Casino
Operating Contract"), subject to, among other conditions, the condition that
the Louisiana Supreme Court render a final, non-appealable judgment that the
LGCB, acting on its own, is the proper party and has the legal authority to
enter into the Amended and Renegotiated Casino Operating Contract with HJC or
the Company on behalf of the State and the LGCB, without the specific
approval of the Governor or the legislature of the State. On May 15, 1998,
the Louisiana Supreme Court issued a decision confirming that the LGCB has
the independent authority to renegotiate and execute the Amended and
Renegotiated Casino Operating Contract without seeking gubernatorial or
legislative approval. The LGCB's approval of the Amended and Renegotiated
Casino Operating Contract will not become final, and the contract cannot be
executed, until, among other things, the LGCB makes a determination that
certain of the owners and operators of the Casino and officers and directors
thereof are suitable under applicable rules and regulations, and until
certain regulatory rulings and approvals are received, all of which are
expected to be received on or prior to the Effective Date. On September 3,
1998, the Debtors submitted a Third Amended Joint Plan of Reorganization As
Modified Through September 3, 1998 (the "Plan of Reorganization") and related
Disclosure Statement (the "Disclosure Statement"). A hearing to consider the
adequacy of the Disclosure Statement was held on September 3, 1998, at which
the Bankruptcy Court approved the Disclosure Statement. A summary of the
Disclosure Statement was distributed to creditors of the Debtors on or about
September 3, 1998. A hearing to consider confirmation of the Plan of
Reorganization was held on October 13, 1998, at which time the Bankruptcy
Court confirmed the Plan of Reorganization by order dated October 13, 1998.
Accordingly, if certain other conditions precedent are satisfied or waived as
set forth in the Plan of Reorganization, the Effective Date (as defined
below) may occur, and the Notes (as defined below) may be issued, on or about
October 30, 1998.
Under the Plan of Reorganization, the assets and business of HJC will
vest in the Company on the date that the Plan of Reorganization is
consummated (the "Effective Date"). On the Effective Date, the holders (the
"Bondholders") of the 14 1/4% First Mortgage Notes due 2001 with Contingent
Payments of HJC and Finance Corp. issued under a previously qualified
indenture, will receive, pursuant to the Plan of Reorganization, among other
things, a PRO RATA share of (i) $187.5 million in aggregate principal amount
of Senior Subordinated Notes due 2009 with Contingent Payments of the Company
(for which a separate application on Form T-3 has been filed concurrently
herewith) and guarantees of such notes by JCC Holding Company, a Delaware
corporation ("JCC Holding") CP Development, L.L.C., a Louisiana limited
liability company ("CP Development"), FP Development, L.L.C., a Louisiana
limited liability company ("FP Development") and JCC Development Company,
L.L.C., a Louisiana limited liability company ("JCC Development"), and (ii)
Senior Subordinated Contingent Notes due 2009 of the Company (the "Notes"),
to be issued under the indenture to be qualified, and guarantees (the
"Guarantees") of such Notes by JCC Holding, CP Development, FP Development
and JCC Development. The Company and each of CP Development, FP Development
and JCC Development are wholly-owned subsidiaries of JCC Holding. All
payments in respect of the Notes will be contingent payments and will be
limited to 75% of Consolidated EBITDA (as defined in the Indenture (as
defined below)) of the Company over $85 million and under $109,425,380
calculated on an annual basis. Accordingly, the aggregate maximum contingent
payment amount for any year is $18,319.035.
<PAGE>
The issuance of the Notes will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to the exemption from the
registration requirements of the Securities Act provided by Section 1145 of the
Bankruptcy Code. Generally, section 1145 of the Bankruptcy Code exempts the
offer or sale of securities under a plan of reorganization from registration
under the Securities Act and under equivalent state securities and "blue sky"
laws if the following requirements are satisfied: (i) the securities are issued
by the debtor or its successor under a plan of reorganization; (ii) the
recipients of the securities hold a claim against the debtor, an interest in the
debtor or a claim for an administrative expense against the debtor; and (iii)
the securities are issued entirely in exchange for the recipient's claim against
or interest in the debtor or are issued "principally" in such exchange and
"partly" for cash or property. The Company believes that the issuance of the
Notes under the Plan of Reorganization will satisfy such requirements
of section 1145 of the Bankruptcy Code and, therefore, such issuance is exempt
from the registration requirements referred to above.
AFFILIATIONS
3. AFFILIATES. Furnish a list or diagram of all affiliates of the applicant
and indicate the respective percentages of voting securities or other bases of
control.
As of October 19, 1998:
100% of the membership interests in the Company are owned by JCC
Holding.
100% of the membership interests in JCC Development Company, L.L.C. are
owned by JCC Holding.
100% of the membership interests in FP Development, L.L.C. are owned by
JCC Holding.
100% of the membership interests in CP Development, L.L.C. are owned by
JCC Holding.
As of the Effective Date:
100% of the membership interests in the Company will be owned by JCC
Holding; and
100% of the membership interests in JCC Development will be owned by JCC
Holding.
100% of the membership interests in FP Development will be owned by JCC
Holding.
100% of the membership interests in CP Development will be owned by JCC
Holding.
As a result of certain transactions to be consummated on the Effective
Date pursuant to the Plan of Reorganization, Harrah's Entertainment, Inc., a
Delaware corporation ("HET"), may be deemed to be an affiliate of the Company
through its ownership of voting securities of, and affiliate status with, JCC
Holding, the sole member of the Company. The following table sets forth
certain information regarding the beneficial ownership by HET of JCC Holding's
Class B Common Stock, $0.01 par value per share (the "Class B Common Stock")
as of the Effective Date of the Plan of Reorganization. Unless noted
otherwise, the holder listed below has sole voting power and dispositive
power over the shares beneficially held by it. On the Effective Date of the
Plan of Reorganization, JCC Holding will issue 10 million shares of Common
Stock. JCC Holding expects that at the time of issuance approximately
5,560,000 of such shares will be shares of Class A Common Stock and
approximately 4,440,000 of such shares will be shares of Class B Common Stock.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
---------------------------------------- -------------------------------------
AMOUNT AND PERCENTAGE AMOUNT AND PERCENTAGE
NAME OF NATURE OF OF CLASS A NATURE OF OF CLASS B
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK BENEFICIAL OWNERSHIP COMMON STOCK
- ---------------- -------------------- ------------ -------------------- ------------
<S> <C> <C> <C> <C>
Harrah's Entertainment, Inc. ......... -- -- 4,440,000(1) 100%(1)
</TABLE>
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(1) Upon the Effective Date of the Plan of Reorganization, HET, by and
through its wholly-owned subsidiary, Harrah's Crescent City Investment
Company, a Nevada Corporation ("HCCIC"), will own beneficially more than
5% of the outstanding shares of Class B Common Stock. The exact number
of shares owned by HET upon the Effective Date, however, will depend
upon whether certain entities exercise options with respect to an
aggregate of 450,000 shares of Class B Common Stock from HCCIC.
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.
As of October 19, 1998:
None. The Company is a member managed, single member, limited liability
company formed under the Lousiana Limited Company Law, La. R.S. 12:1301 ET
SEQ., and as such the Company does not have directors. The Company has
appointed the following officers:
<TABLE>
<CAPTION>
Name and Mailing
Address Title
---------------- -----------
<S> <C>
Frederick W. Burford President
512 South Peters Street
New Orleans, Louisiana 70130
L. Camille Fowler Vice President-Finance,
512 South Peters Street Treasurer and Secretary
New Orleans, Louisiana 70130
</TABLE>
3
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5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information
as to each person owning 10 percent or more of the voting securities of the
applicant.
As of October 19, 1998:
Name and Complete Title of Class Percentage of Voting
Mailing Address Owned Amount Owned Securities Owned
----------------- -------------- ------------ ---------------------
JCC Holding Company Membership Interest N/A* 100%
1023 Cherry Road
Memphis, Tennessee 38117
* The Company is a single member limited liability company formed under the
Louisiana Limited Liability Company Law, La. R.S. 12:1301 ET SEQ. The sole
member, JCC Holding, presently owns, and is expected to own on the
Effective Date, all of the membership interests in the Company.
As of the Effective Date the Company expects the above list of principal
owners of voting securities will remain unchanged.
6. UNDERWRITERS. Give the name and complete mailing address of (a) each
person who, within three years prior to the date of filing the application,
acted as an underwriter of any securities of the obligor which were outstanding
on the date of filing the application, and (b) each proposed principal
underwriter of the securities proposed to be offered. As to each person
specified in (a), give the title of each class of securities underwritten.
(a) Within three years prior to the date of the filing of this application
on Form T-3 (the "Application"), no person acted as an underwriter of any
securities of the Company which are currently outstanding.
(b) None.
CAPITAL SECURITIES
7. CAPITALIZATION. (a) Furnish the following information as to each
authorized class of securities of the applicant.
As of October 19, 1998:
<TABLE>
<CAPTION>
Amount Amount
Title of Class Authorized Outstanding
-------------- ----------- -----------
<S> <C> <C>
Membership Interest N/A* N/A*
As of the Effective Date:
Amount Amount
Title of Class Authorized Outstanding
-------------- ----------- -----------
Membership Interest N/A* N/A*
Senior Subordinated Notes Due 2009 With Contingent Payments $187,500,000(1) $187,500,000
Senior Subordinated Contingent Notes Due 2009 (2) (2)
8% Convertible Junior Subordinated Debentures Due 2010 $ 26,637,000(3) $ 26,637,000(3)
</TABLE>
* The Company is a single member limited liability company formed under the
Louisiana Limited Liability Company Law, La. R.S. 12:1301 ET SEQ. The sole
member, JCC Holding, presently owns, and is expected to own on the
Effective Date, all of the membership interests in the Company.
(1) Plus additional Senior Subordinated Notes due 2009 with Contingent Payments
issued in lieu of cash interest payments in accordance with the terms of
the indenture for such securities.
(2) All payments in respect of the Notes will be contingent payments, and
such contingent payments will be limited to an annual aggregate maximum
amount of $18,319,035.
(3) Plus Additional Convertible Junior Subordinated Debentures due 2010 issued
(i) in lieu of cash interest payments in accordance with the terms of the
the indenture for such securities or (ii) pursuant to the Plan of
Reorganization.
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(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.
Because the Company is a member managed, single member, limited
liability company, all decisions relating to the business affairs and
properties of the Company shall be made by JCC Holding as the sole member of
the Company.
Holders of the Notes, the Senior Subordinated Contingent Notes Due 2009 and
the 8% Convertible Junior Subordinated Debentures Due 2010 do not have any
voting rights by reason of ownership of those securities.
INDENTURE SECURITIES
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under section 305(a)(2) of the Trust Indenture Act
of 1939, as amended (the "TIA").
The Notes will be issued under an indenture (the "Indenture") to be
dated as of the Effective Date, between the Company, JCC Holding, CP
Development, FP Development and JCC Develepment as guarantors, and Norwest
Bank Minnesota, National Association, as trustee (the "Trustee"), a copy of
which is included as Exhibit T3C hereto. Capitalized terms used in this
Section 8 which are not otherwise defined below or elsewhere in the
Application have the respective meanings assigned to them in the Indenture.
The following summary of certain provisions of the Indenture does not purport
to be complete and is subject to, and is qualified in its entirety, by
reference to all of the provisions of the Indenture.
(A) EVENTS OF DEFAULT. The following are Events of Default under the
Indenture:
(1) the failure by the Company to pay any installment of
interest on the 8% Notes or any Contingent Payments on the Notes as and
when due and payable and the continuance of any such failure for 30 days;
(2) except as provided paragraph (1) above, failure of the
Company or any Subsidiary of the Company to comply with provisions in
the Indenture regarding limitation on transactions with affiliates,
construction, limitation on use of certain funds, restrictions on sale
and issuance of Subsidiary Stock, limitation on payment of management
fees or limitation on merger, sale or consolidation, which failure
continues for 30 days;
(3) the failure by the Company or any Guarantor to observe or
perform any other covenant or agreement contained in the Notes or the
Indenture and, in certain instances, the continuance of such failure for
a period of 30 days, and in other instances, the continuance of such
failure for a period of 30 days after written notice is given to the
Company by the Trustee, or to the Company and the Trustee by the Holders
of at least 25% in aggregate Notational Amount of the Notes then
outstanding;
(4) certain events of bankruptcy, insolvency or restructuring
in respect of either the Company or a Significant Subsidiary;
(5) a default in the payment of principal, premium or interest
when due at final maturity or an acceleration for any other reason of the
maturity of any Indebtedness (other than Non-recourse Indebtedness) of the
Company or any Significant Subsidiary with an aggregate principal amount in
excess of $15,000,000, including, without limitation, the Bank Credit
Facilities at such times as the aggregate principal amount of Indebtedness
thereunder exceeds $15,000,000; provided that an Event of Default shall
not be deemed to occur with respect to the failure to make such payment
at final maturity or the acceleration of the maturity of Indebtedness of
the Company or any Significant Subsidiary if the event that caused such
acceleration shall be cured, or such acceleration shall be rescinded,
or the Indebtedness shall be repaid in full in each such case within 10
days;
(6) final unsatisfied judgments not covered by insurance (other
than with respect to Non-recourse Indebtedness) aggregating in excess of
$15,000,000, at any one time rendered against the Company or any
Significant Subsidiary of the Company and not stayed, bonded or discharged
within 60 days;
(7) the loss of the legal right of the Company to operate slot
machines at the Casino for gaming activities and such loss continuing for
more than 90 days;
(8) a failure to comply with the provisions of the Collateral
Documents and the continuance of such failure to comply, for a period of
30 days after written notice is given to the Company by the
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Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate Notational Amount of the Notes outstanding, provided that
if such event of default or failure to comply, as the case may be,
materially and adversely affects (a) the Collateral, (b) the priority or
perfection of the security interests purported to be created with
respect to any material portion of the Collateral or (c) the rights and
remedies of the Collateral Agent, the Trustee or the respective secured
creditors in respect of any material portion of the Collateral, then
failure to comply need only continue after the applicable cure period
specified in the applicable Collateral Document;
(9) any Collateral Document fails to become or ceases to be
in full force and effect (other than in accordance with its terms or the
terms of the Indenture) or ceases (once effective) to create in favor of
the Collateral Agent, with respect to any material amount of Collateral,
a valid and perfected Lien on the Collateral (except to the extent a
valid and perfected Lien on the Collateral is not required) to be covered
thereby (unless a prior or exclusive Lien is specifically permitted by
the Indenture);
(10) the failure of the Casino Completion Date to have occurred
by 30 days following the date on which an event of default entitling the
City to terminate the Ground Lease has occurred under the Ground Lease as a
result of the failure to complete the Casino;
(11) an "Event of Default" (as defined in the Ground Lease) has
occurred; and
(12) an "Event of Default" (as defined in the 8% Notes
Indenture) has occurred.
If an Event of Default (other than an Event of Default specified in
clause (4) above with respect to the Company) occurs and is continuing, then,
and in every such case, either the Trustee or the Holders of not less then
25% in aggregate Notational Amount of then outstanding Notes, by a notice in
writing to the Company and the Guarantors (and to the Trustee if given by
Holders) (an "Event of Default Notice"), may declare the Make-Whole Amount to
be due and payable immediately (in which event the Make-Whole Amount shall be
due and payable immediately, in which case no further Contingent Payments shall
be due or payable with respect to future periods). If an Event of Default
specified in clause (4) above occurs with respect to the Company the
Make-Whole Amount shall be immediately due and payable on all outstanding
Notes without any declaration or other act on the part of the Trustee or the
Holders (in which event the Make-Whole Amount shall be due and payable
immediately, in which case no further Contingent Payments shall be due or
payable with respect to future periods); provided, however, that the
Make-Whole Amount shall be subordinated in right of payment to all Senior
Debt and all Senior Subordinated Debt including, without limitation, all
Senior Subordinated Debt to which HET has succeeded to the rights of the
lenders thereunder. The Make-Whole Amount shall be subordinate to all Senior
Debt and all Senior Subordinated Debt on the terms in the provision in the
Indenture regarding Subordination of Notes (for this purpose, treating all
Senior Subordinated Debt as if same were Senior Debt), except that no
payments whatsoever may be made with respect to the Make-Whole Amount unless
and until all Senior Debt and all Senior Subordinated Debt has been repaid in
full in cash. The Holders of no less than a majority in aggregate Notational
Amount in respect of then outstanding Notes generally are authorized to
rescind such acceleration if all existing Events of Default, other than the
non-payment of amounts which have become due solely by such acceleration,
have been cured or waived.
If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Holder notice of the
uncured Default or Event of Default within 90 days after such Default or
Event of Default occurs. Except in the case of a Default or an Event of
Default in payment of Contingent Payments on any Note (including the payment
of the Redemption Price on the Redemption Date), the Trustee may withhold
the notice if and so long as a Trust Officer in good faith determines that
withholding the notice is in the interest of the Holders.
(B) AUTHENTICATION AND DELIVERY; APPLICATION OF PROCEEDS.
The Notes shall be executed on behalf of the Company by its President or
one of its Vice Presidents, under the corporate seal of the Company,
reproduced thereon, and attested by its Secretary or Assistant Secretary. To
evidence its Guaranty, each Guarantor agrees that a notation of such Guaranty
as described in the Indenture shall be endorsed on each Note authenticated
and delivered by the Trustee and that the Indenture shall be executed on
behalf of such Guarantor by an Authorized Representative of such Guarantor
under a facsimile of that Guarantor's corporate seal reproduced thereon and
attested to by an Authorized Representative of such Guarantor other than the
Authorized Representative executing the Indenture. To evidence Parent
Guaranty, the Parent Guarantor agrees that a notation of such Parent Guaranty
as described in the Indenture shall be endorsed on each Note authenticated
and delivered by the Trustee and that the Indenture shall be executed on
behalf of the Parent Guarantor by an Authorized Representative of the Parent
Guarantor, under a facsimile of such Parent Guarantor's corporate seal
reproduced thereon and attested to by Authorized Representative of the Parent
Guarantor other than the Authorized Representative executing the Indenture.
The signature of any of these officers or Authorized Representatives, as the
case may be, on the Notes may be manual or facsimile. A Note shall not be
valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note, but such signature shall be
conclusive evidence that the Note has been authenticated pursuant to the
terms of the Indenture. There will be no proceeds from the issuance of the
Notes because such securities (together with other securities of the Company
and JCC Holding) will be issued or distributed pursuant to the Plan of
Reorganization in exchange for the satisfaction and discharge of certain
claims arising from the ownership of certain securities of or claims against
the Debtors in the bankruptcy case. Accordingly, no provisions are contained
in the Indenture with respect to the use by the Company of proceeds of the
issuance of the Notes.
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(C) RELEASE AND SUBSTITUTION OF PROPERTY SUBJECT TO THE LIEN OF THE
INDENTURE.
The Company may, without requesting the release or the consent of the
Trustee or the Collateral Agent, (i) dispose of and replace any worn out or
obsolete machinery or equipment, (ii) in the ordinary course of business, (A)
sell inventory held for resale, (B) collect, liquidate, sell, factor, or
otherwise dispose of accounts receivable or notes receivable, or (C) make
Cash payments from Cash that is part of the Collateral, (iii) sell or
otherwise dispose of personal property that is no longer necessary in the
conduct of the Company's business, (iv) sell or otherwise dispose of property
in accordance with the covenant regarding asset sales set forth in the
Indenture, and (v) sell or otherwise dispose of certain parcels of, and
interests in, real property.
Subject to applicable law, the release of any Collateral from Liens
created by the Collateral Documents or the release of, in whole or in part,
the Liens created by the Collateral Documents, will not be deemed to impair
the Collateral Documents in contravention of the provisions of the Indenture
if and to the extent the Collateral or Liens are released pursuant to, and in
accordance with, the applicable Collateral Documents or pursuant to, and in
accordance with, the terms of the Indenture. To the extent applicable,
without limitation (except as provided in the last sentence of this
paragraph), the Company, the Guarantors and each obligor on the Notes shall
cause TIA Section 314(d), relating to the release of property or securities
from the Liens of the Collateral Documents, to be complied with. Any
certificate or opinion required by TIA Section 314(d) may be made by two
Officers of the Company, except in cases in which TIA Section 314(d) requires
that such certificate or opinion be made by an independent person. The
Company shall not be required under this Indenture to deliver to the Trustee
any certificates or opinions required to be delivered pursuant to Section
314(d) of the TIA in connection with releases of Collateral in accordance
with clause (ii) of the preceding paragraph, unless TIA Section 314(d) would
require such certificate or opinion to be made by an independent person.
(D) SATISFACTION AND DISCHARGE.
The obligation of the Company under the Notes and the Indenture will
terminate (except for certain obligations of the Company to indemnify the
Trustee under certain circumstances and certain obligations with respect to
unclaimed funds) when all outstanding Notes theretofore authenticated and
issued have been delivered to the Trustee for cancellation and the Company
has paid all sums payable by it.
In addition, the Company may, at its option and at any time, elect to
have its obligations discharged with respect to the outstanding Notes ("Legal
Defeasance"). Such Legal Defeasance means that the Company shall be deemed
to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, and the Indenture shall cease to be of further effect as
to all outstanding Notes except as to the following obligations which will
survive unless otherwise terminated or discharged under the Indenture: (a) the
rights of Holders of outstanding Notes to receive from the trust fund
described below, payments in respect of the Contingent Payments on such Notes
when such payments are due; (b) the Company's obligations with respect to the
Notes concerning, among other things, issuing temporary Notes, registration
of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of
an office or agency for payment and money for security payments held in
trust; (c) the rights, powers, trusts, duties, and immunities of the Trustee,
and the Company's obligations in connection therewith; and (d) the Legal
Defeasance provisions of the Indenture. The Company may cause Legal
Defeasance to occur at any time. In addition, the Company may, at its option
and at any time, elect to have its obligations released with respect to
certain covenants that are described in the Indenture ("Covenant Defeasance")
and thereafter any omission to comply with such obligations shall not
constitute a Default or Event of Default with respect to the Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance: (a)
(i) the Company must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, U.S. Legal Tender, non-callable
Government Notes or a combination thereof, in such amounts as will be
sufficient to pay and discharge the Maximum Contingent Payments for the
current and all future Contingent Payment Periods on the outstanding Notes on
the Interest Payment Dates in respect of such Contingent Payment Periods,
and (ii) the Holders must have a valid and perfected exclusive security
interest in such trust; (b) in the case of Legal Defeasance, the Company
shall have delivered to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee confirming that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling
or (ii) since the Issue Date, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for Federal income tax purposes as a
result of such Legal Defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance has not occurred; (c) in the case of
Covenant Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the outstanding Notes
will not recognize income, gain or loss for Federal income tax purposes as a
result of such Covenant Defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred; (d) no Default or
Event of Default with respect to the Notes shall have occurred and be
continuing on the date of such deposit or, in so far as Events of Default
from bankruptcy or insolvency events are concerned, at any time in the period
ending on the 91st day after the date of such deposit; (e) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, the Indenture or any
7
<PAGE>
other material agreement or instrument (including, without limitation, the
Bank Credit Facilities) to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound; (f) the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Company was not made by the Company with the
intent of preferring the Holders over other creditors of the Company or with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and (g) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the Legal Defeasance or
the Covenant Defeasance have been complied with.
(E) EVIDENCE AS TO COMPLIANCE WITH CONDITIONS AND COVENANTS.
The Company is required to furnish the Trustee, within 120 days after the
end of each of its fiscal year, an Officers' Certificate complying (whether or
not required) with Section 314(a)(4) of the TIA and stating that a review of its
activities and the activities of its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under the Indenture and the Collateral Documents and further
stating, as to each such Officer signing such certificate, whether or not the
signer knows of any failure by the Company, any Guarantor or any Subsidiary of
the Company or any Guarantor to comply with any conditions or covenants in the
Indenture and, if such signer does know of such a failure to comply, the
certificate shall describe such failure with particularity.
The Company is also required to furnish the Trustee within 120 days
after the end of each fiscal year a written report of a firm of independent
certified public accountants stating that in conducting their audit for such
fiscal year, nothing has come to their attention that caused them to believe
that the Company or any Subsidiary of the Company was not in compliance with
the provisions set forth in certain sections of the Indenture. The Company
is also required to furnish the Trustee, immediately upon becoming aware of
any Default or Event of Default under the Indenture or the Bank Credit
Facilities, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with
respect thereto.
The Indenture provides that upon any application or request by the
Company to the Trustee to take any action under a provision of the Indenture,
the Company must furnish to the Trustee an Officers' Certificate or an
Opinion of Counsel, each stating that all conditions precedent, if any,
provided for in the Indenture relating to the proposed action have been
complied with. Any such certificate or opinion must comply with the
requirements of the TIA and the Indenture.
9. OTHER OBLIGORS. Give the name and complete mailing address of any
person, other than the applicant, who is an obligor upon the indenture
securities.
JCC Holding Company, 1023 Cherry Road, Memphis, Tennessee 38110, is a
guarantor of the Notes.
JCC Development Company, L.L.C., 512 South Peters Street, New Orleans,
Louisiana, 70130, is a guarantor of the Notes.
FP Development, L.L.C., 512 South Peters Street, New Orleans, Louisiana,
70130, is a guarantor of the Notes.
CP Development, L.L.C., 512 South Peters Street, New Orleans, Louisiana,
70130, is a guarantor of the Notes.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for qualification
comprises:
(a) Pages numbered __ to __, consecutively.(1)
(b) The statement of eligibility and qualification of the trustee under
the indenture to be qualified.
(c) The following exhibits in addition to those filed as part of the
statement of eligibility and qualification of the trustee:
Exhibit T3A.1 Operating Agreement of the Company. (2)
Exhibit T3A.2 Articles of Organization of the Company. (5)
Exhibit T3B Not applicable.
Exhibit T3C Form of Indenture to be qualified for the
Senior Subordinated Contingent Notes due 2009.(6)
Exhibit T3D Not applicable.
8
<PAGE>
Exhibit T3E.1 Debtors' Third Amended Joint Disclosure
Statement dated February 26, 1997, and
exhibits thereto.(3)
Exhibit T3E.2 Debtors' Third Amended Joint Plan of
Reorganization dated February 26, 1997, and
exhibits thereto.(3)
Exhibit T3E.3 Letter to Creditors from Debtors' Counsel,
dated March 3, 1997. (2)
Exhibit T3E.4 Letter to Creditors from The Official
Committee of Bondholders of Harrah's Jazz
Company, dated February 28, 1997. (2)
Exhibit T3E.5 Notices of Entry of Order and Order Approving
Debtors' Third Amended Joint Disclosure
Statement and of Plan Confirmation Hearing. (2)
Exhibit T3E.6 Voting Procedures Notice. (2)
Exhibit T3E.7 Ballots. (2)
Exhibit T3E.8 Debtors' Fourth Amended Joint Disclosure
Statement, dated July 24, 1997, and
exhibits thereto.(4)
Exhibit T3E.9 Debtors' Third Amended Joint Plan of
Reorganization, dated July 24, 1997, and
exhibits thereto.(4)
Exhibit T3E.10 Notice of Entry of Order Approving Debtors'
Fourth Amended Joint Disclosure Statement. (2)
Exhibit T3E.11 Ballot. (2)
Exhibit T3E.12 Form of Debtors' Fifth Amended Joint
Disclosure Statement dated December 10, 1997,
and exhibit thereto. (2)
Exhibit T3E.13 Form of Debtor's Third Amended Joint Plan of
Reorganization under Chapter 11 of the
Bankruptcy Code as modified through December
10, 1997, dated December 10, 1997, and
exhibits thereto. (2)
Exhibit T3E.14 Form of Ballots. (2)
Exhibit T3E.15 Form of Letter to Creditors from Debtors'
Counsel, dated December 10, 1997. (2)
Exhibit T3E.16 Form of Notices of Entry of Order Approving
Debtors' Fifth Amended Joint Disclosure
Statement and of Plan Confirmation Hearing. (2)
Exhibit T3E.17 Form of Modified Voting Procedures. (2)
Exhibit T3E.18 Notice dated February 6, 1998 of Entry of
Order Approving Debtors' Third Amended Joint
Plan of Reorganization as Modified through
January 29, 1998. (5)
Exhibit T3E.19 Notice dated April 8, 1998 of Entry of Order
Approving Debtors' Third Amended Joint Plan
of Reorganization as Modified through April
6, 1990. (5)
Exhibit T3E.20 Cover Letter dated September 3, 1998, to All
Creditors of Harrah's Jazz Company, Harrah's
Jazz Finance Corp. and Harrah's New Orleans
Investment Company from Debtors' Counsel. (5)
Exhibit T3E.21 Notice dated September 3, 1998 of Entry of
Order Approving the Summary of Debtors'
Sixth Amended Disclosure Statement and the
Debtors' Sixth Amended Disclosure Statement
dated as of September 3, 1990. (5)
Exhibit T3E.22 Debtors' Third Amended Joint Plan of
Reorganization as Modified through September
3, 1998, dated September 3, 1998, and
exhibits thereto. (5)
Exhibit T3E.23 Summary of Debtors' Sixth Amended Joint
Disclosure Statement dated September 3,
1998. (5)
Exhibit T3E.24 Modified Voting Procedures. (5)
Exhibit T3E.25 Debtors' Sixth Amended Joint Disclosure
Statement dated September 3, 1998, and
exhibits thereto. (5)
Exhibit T3E.26 Notice dated October 13, 1998 of Entry of
Confirmation Order Approving the Third
Amended Joint Plan of Reorganization as
Modified through October 13, 1998 and of
Hearing on Approval of the Plan Documents.
(5)
Exhibit T3F See Exhibit T3C for cross reference sheet
showing the location in the Indenture of the
provisions inserted therein pursuant to
Section 310 through 318(a), inclusive, of the
TIA.
- ------------------
(1) Pursuant to Rule 309(a) of Regulation S-T, requirements as to
sequential numbering shall not apply to this electronic format
document.
(2) Incorporated by reference to the Company's Form T-3 with respect to
the Senior Subordinated Notes due 2009 with Contingent Payments, filed
with the Securities and Exchange Commission on December 16, 1997.
(3) Incorporated by reference to HJC's Annual Report on Form 10-K for the
year ended December 31, 1996 filed with the Securities and Exchange
Commission on March 28, 1997, Registration No. 33-73370.
9
<PAGE>
(4) Incorporated by reference to Harrah's Jazz Company Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997, filed with the
Securities and Exchange Commission on August 14, 1997, Registration
No. 33-73370.
(5) Incorporated by reference to the Company's Pre-Effective Amendment
No. 1 to Form T-3 with respect to the Senior Subordianted Notes due
2009 with Contingent Payments, filed with the Securities and
Exchange Commission on October 19, 1998.
(6) Previously filed.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Jazz Casino Company, L.L.C., a limited liability company organized
and existing under the laws of Louisiana, has duly caused this application to
be signed on its behalf by the undersigned, thereunto duly authorized, and
its seal to be hereunto affixed and attested, all in the City of New Orleans and
State of Louisiana, on the 27th day of October, 1998.
JAZZ CASINO COMPANY, L.L.C.
By: JCC HOLDING COMPANY
Its: Sole Member
By: /s/ FREDERICK W. BURFORD
------------------------------
Name: Frederick W. Burford
------------------------------
Title: President
------------------------------
Attest: /s/ L. Camille Fowler
---------------------------
Name: L. Camille Fowler
----------------------
11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
-----------------------------
JAZZ CASINO COMPANY, L.L.C.
(Exact name of obligor as specified in its charter)
Louisiana (Application in Process)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
512 South Peters Street
New Orleans, LA 70130
(Address of principal executive offices) (Zip code)
-----------------------------
Senior Subordinated Contingent Notes due 2009
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 1. General Information. Furnish the following information as to the
-------------------
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
-------------------------
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
---------------
Item 16. List of Exhibits. List below all exhibits filed as a part of this
---------------- Statement of Eligibility.
Norwest Bank incorporates by reference into
this Form T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.*
Exhibit 2. a. A copy of the certificate of authority of the
trustee to commence business issued June 28,
1872, by the Comptroller of the Currency to The
Northwestern National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller
of the Currency dated January 2, 1934,
approving the consolidation of The
Northwestern National Bank of Minneapolis
and The Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title of
Northwestern National Bank and Trust Company
of Minneapolis to Northwestern National Bank
of Minneapolis.*
<PAGE>
d. A copy of the letter dated May 12, 1983 from
the Regional Counsel, Comptroller of the
Currency, acknowledging receipt of notice of
name change effective May 1, 1983 from
Northwestern National Bank of Minneapolis to
Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation and merger
effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with
various other banks under the title of
"Norwest Bank Minnesota, National
Association."*
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued January 2,
1934, by the Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section
321(b) of the Act.***
Exhibit 7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.**
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
- ----------
* Incorporated by reference to exhibit number 25 filed with registration
statement number 33-66026.
** Incorporated by reference to exhibit number 25.2 filed with registration
statement number 333-62999.
*** Previously filed.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Norwest Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 27th day of October, 1998.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Gavin S. Wilkinson
----------------------------
Gavin S. Wilkinson
Vice President
<PAGE>
EXHIBIT 6
October 14, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Gavin S. Wilkinson
----------------------------
Gavin S. Wilkinson
Vice President
