Intercreditor Agreement


 Exhibit 10.7 
  
 INTERCREDITOR AGREEMENT 
  
 between 
  
 WELLS FARGO FOOTHILL, INC. 
  
 and 
  
 U.S. BANK NATIONAL
ASSOCIATION 
  
 Dated as of June 24, 2003 






 INTERCREDITOR AGREEMENT 
  
 THIS INTERCREDITOR AGREEMENT dated as of June 24, 2003 (this “Agreement”) is made by and among U.S. BANK
NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture (as defined below) and Secured Party under the Collateral Agreements (as defined in the Indenture) (the “Trustee”) and WELLS FARGO FOOTHILL, INC., a
California (the “Credit Facility Lender”), as lender under the Credit Agreement (as defined in the Indenture). 
  
 RECITAL 
  
 A. The Old Evangeline Downs, L.L.C., a Louisiana limited liability company (“Borrower”), The Old Evangeline Downs Capital Corp., a
Delaware corporation (“Capital” and, together with Borrower, the “Issuers”), the guarantors from time to time party thereto (the “Guarantors”) and the Trustee entered into an Indenture, dated as of
February 25, 2003 (the “Indenture”), pursuant to which indebtedness was incurred by the Issuers, the repayment of which is guaranteed by the Guarantors and secured by security interests in and liens on certain now owned and
hereafter acquired assets and properties described in the Collateral Agreements (as in effect on the date of this Agreement, the “Indenture Collateral”). 
  
 B. As of the date hereof, Issuers and the Credit Facility Lender entered into a Loan and Security Agreement (as such may be
amended, restated, supplemented or otherwise modified from time to time after the date hereof, the “Credit Facility Agreement”), pursuant to which the Credit Facility Lender agreed, upon the terms and conditions stated therein, to
make loans and advances to, or to issue letters of credit (or guaranties in respect thereof) for the account of, Issuers, in an aggregate principal and undrawn amount not to exceed the Maximum Credit Facility Amount (as defined in the Indenture as
in effect on the date hereof), the repayment of which is secured by security interests in and liens on certain Indenture Collateral pursuant to the Credit Facility Agreement and the collateral security documents, instruments and guaranties executed
and delivered in connection therewith by one or more of Issuers and any Guarantor, together with such other agreements, instruments and certificates entered into in connection with the Credit Facility Agreement (as such may be amended, restated,
supplemented or otherwise modified from time to time after the date hereof, together with the Credit Facility Agreement, the “Credit Facility Loan Documents”). 
  
 C. One of the conditions of the Credit Facility Agreement is that the priority of the security interests and liens on the
Collateral under the Credit Facility Loan Documents be senior to the security interests in and liens on the Indenture Collateral in the manner and to the extent provided for in this Agreement. 
  
 D. The Trustee and the Credit Facility Lender desire to enter into this
Agreement concerning their respective rights with respect to the priority of their respective security interests in and liens on the Collateral. 
  
 Intercreditor Agreement 






 E. The terms of the Indenture permit Issuers to enter into the Credit Facility Agreement and, in
connection therewith, authorize and direct the Trustee to enter into an intercreditor agreement substantially in the form of this Agreement. 
  
 NOW, THEREFORE, the Parties hereto hereby agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 Section 1.1 Terms Defined Above and in the Recitals. As used in this Agreement, the following terms shall have the respective meanings indicated in the initial paragraph of this Agreement and in the above Recitals: 
  
 “Agreement” 
 “Credit Facility Lender” 
 “Credit Facility Agreement” 
 “Credit Facility Loan Documents” 
 “Guarantors” 
 “Indenture”

 “Indenture Collateral” 
 “Trustee” 
  
 Section 1.2 Other
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 
  
 “Collateral” shall mean, collectively, all of the Indenture Collateral (other than the Collateral Accounts and the Excess Cash Flow
Account, it being agreed that the Collateral Accounts and the Excess Cash Flow Account shall only be granted in favor of the Trustee to secure the obligations of the Issuer and the Guarantors under the Indenture Documents) in which the Credit
Facility Lender is granted a security interest or lien to secure the Credit Facility Indebtedness. 
  
 “Credit Facility Indebtedness” shall mean all present and future obligations, contingent or otherwise, of Issuers and the Guarantors to
the Credit Facility Lender arising under or pursuant to the Credit Facility Loan Documents, including, in each case, interest, fees, and expenses accruing after the initiation of any Insolvency Proceeding (irrespective of whether allowed as a claim
in such proceeding), and including the secured claims of the Credit Facility Lender in respect of the Collateral in any Insolvency Proceeding. 
  

 Intercreditor Agreement 







 “Enforcement Action” shall mean, with respect to any Party, (a) commencement of any
action, whether judicial or otherwise, for the enforcement of such Party’s rights and remedies as a secured creditor with respect to the Collateral, including, without limitation, commencement of any receivership or proceedings or Foreclosure
Action against, or any other sale of, collection on, or disposition of, any Collateral; or (b) notifying any third party account debtors of Issuers or any of its subsidiaries to make payment directly to such Party or to any of its agents or other
Persons acting on its behalf. 
  
 “Enforcement
Event” shall mean the occurrence and continuance of an “Event of Default” as defined under Section 6 of the Indenture. 
  
 “Enforcement Event Notice” shall have the meaning ascribed thereto in Section 3.2. 
  
 “Entitled Party” shall have the meaning ascribed thereto in
Section 4.1(a). 
  
 “Event of Default” shall have
the meaning ascribed thereto in the Credit Facility Agreement. 
  
 “Financing Documents” shall mean the Indenture Documents and the Credit Facility Loan Documents. 
  
 “Foreclosure Action” shall mean any action to foreclose upon or enforce a Lien against any of the Collateral, including (a) commencing
judicial or non-judicial foreclosure proceedings, (b) exercising any rights afforded to secured creditors in a case under the Bankruptcy Law with respect to the Collateral, or (c) taking any action under the Bankruptcy Law that directly relates to
or directly affects any such Collateral, other than any such action that relates to or affects all or substantially all of the property of the bankruptcy estate. 
  
 “Fully Paid” shall mean (a) in connection with the Subordinated Lien Indebtedness, the payment in cash or
cash equivalents in full of all obligations (other than contingent, unliquidated indemnity obligations that survive payment in full) under the Indenture Documents, plus related interest, fees, costs and expenses and (b) in connection with the Credit
Facility Indebtedness, the payment in full in cash of the principal amount of all obligations not to exceed the Maximum Credit Facility Amount, plus related interest, fees, costs and expenses. 
  
 “Indenture Documents” shall mean the Indenture, the Notes,
the Collateral Agreements and the Registration Rights Agreement, and such other agreements, instruments and certificates executed and delivered (or issued) by the Issuers or the Guarantors pursuant to the Indenture, as any or all of the same may be
amended, restated, supplemented or otherwise modified from time to time. 
  

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 “Insolvency Proceeding” shall mean any proceeding for the purposes of dissolution,
winding up, liquidation, arrangement or reorganization of any Issuer, any Guarantor, or any other subsidiary of any Issuer, or their respective successors or assigns, whether in bankruptcy, insolvency, arrangement, reorganization or receivership
proceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of any Issuer, any Guarantor, or any other subsidiary of any Issuer, or their respective successors or assigns. 
  
 “Lien Priority” shall mean, with respect to any Lien in and
to the Collateral, the order of priority of such Lien as specified in Sections 2.1 and 2.2. 
  
 “Party” shall mean any signatory to this Agreement. 
  
 “Secured Liabilities” shall mean the Subordinated Lien Indebtedness and the Maximum Credit Facility Amount of Credit Facility
Indebtedness, plus interest, fees, costs and expenses relating thereto. 
  
 “Subordinated Lien Indebtedness” shall mean all present and future obligations, contingent or otherwise, of Issuers and the Guarantors to the Trustee or Holders arising under or pursuant to the Indenture Documents,
including, in each case, interest, fees and expenses accruing after the initiation of any Insolvency Proceeding (irrespective of whether allowed as a claim in such proceeding), and including the secured claims of the Trustee or the Holders in
respect of the Indenture Collateral in any Insolvency Proceeding. 
  
 Section 1.3 Indenture Definitions. All other capitalized terms that are used but not defined herein shall have the respective meaning indicated in the Indenture, as in effect on February 25, 2003. 
  
 Section 1.4 Miscellaneous. All definitions herein (whether set forth
herein directly or by reference to definitions in other documents) shall be equally applicable to both the singular and the plural forms of the terms defined. The words “hereof,” “herein” or “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Article and section references are to articles and sections of this Agreement unless otherwise specified. The
term “including” shall mean “including without limitation.” 
  
 ARTICLE II 
  
 LIEN PRIORITY

  
 Section 2.1 Agreement to Subordinate Liens. The Trustee
hereby agrees that all Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral are and shall be junior to and subordinate in priority to the Liens of the Credit 
  

 Intercreditor Agreement 







 Facility Lender in and to the Collateral up to the Maximum Credit Facility Amount of Credit Facility Indebtedness, plus
interest, indemnities, fees, costs and expenses related thereto; provided, that the rights of the Credit Facility Lender under this Agreement shall be void and of no further force and effect if, and only to the extent, that the Liens of the Credit
Facility Lender in and to the Collateral are avoided, disallowed, set aside or otherwise invalidated in any action or proceeding by a court, tribunal or administrative agency of competent jurisdiction and such avoidance, disallowance, set aside or
other invalidation is permanent and is not later reversed. The subordination of the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral in favor of the Credit Facility Lender provided for herein shall not be
deemed to (a) subordinate the Liens of the Trustee to the Liens of any other Person or (b) subordinate the Subordinated Lien Indebtedness to any other Indebtedness of the Issuers or any of the Guarantors, including the Credit Facility Indebtedness,
or (c) subordinate the Liens of the Trustee for the benefit of itself and the Holders in and to any Indenture Collateral other than the Collateral. 
  
 Section 2.2 Non-Contest; Excluded Assets. Each Party agrees that it will not attack or contest the validity, perfection, priority or enforceability
of the Liens of the other Party or finance or urge any other Person to do so, provided that either Party may enforce its rights and privileges hereunder without being deemed to have violated this provision. Any provision contained in this Agreement
to the contrary notwithstanding, the terms and conditions of this Agreement shall not apply to any property or assets (including property or assets that do not constitute Collateral) as to which one Party has a Lien and as to which the other Party
does not have a Lien. 
  
 Section 2.3 Exercise of Rights.

  
 (a) The Trustee may exercise, and nothing herein shall
constitute a waiver of, any right it may have at law or equity to receive notice of, or to commence or join with any creditor in commencing any Insolvency Proceeding; provided, that the exercise of any such right by the Trustee shall be (i) subject
to the Lien Priority and application of proceeds of Collateral as provided in Section 3.4 and (ii) subject to the provisions of Sections 3.1 and 3.2. 
  
 (b) Notwithstanding any other provision hereof, the Trustee may make such demands or file such claims as may be necessary to prevent the waiver or bar of
such claims under applicable statutes of limitations or other statutes, court orders or rules of procedure. 
  
 Section 2.4 Priority of Liens. Irrespective of any priority otherwise available to the Trustee by law or agreement or irrespective of the order of
recording of mortgages, financing statements, security agreements or other instruments, and irrespective of the descriptions of Collateral contained in the Financing Documents, including any financing statements, each of the Trustee and the Credit
Facility Lender hereby agree among themselves that their respective Liens in the Collateral shall be governed by the Lien Priority, which shall be controlling in the event of any conflict between this Agreement and any of the Financing Documents.

  

 Intercreditor Agreement 







 ARTICLE III 
  
 ACTIONS OF THE PARTIES 
  
 Section 3.1 Limitation on Certain Actions. Subject to Section 3.2, until the first date on which the Maximum Credit Facility Amount of Credit
Facility Indebtedness is Fully Paid, the Trustee will not, without the prior written consent of the Credit Facility Lender, take any Enforcement Action. 
  
 Section 3.2 Standstill Period. If an Enforcement Event has occurred and is continuing, the Trustee, on behalf of the holders of the Notes, may give
the Credit Facility Lender written notice thereof (an “Enforcement Event Notice”). If (a) such Enforcement Event is continuing for more than 180 consecutive days after the delivery of such Enforcement Event Notice (the “Expiry
Date”), (b) the Credit Facility Lender has not, on or before the Expiry Date, commenced (and notified the Trustee that the Credit Facility Lender has commenced) one or more Enforcement Actions, and (c) any Issuer or Guarantor against which the
Trustee’s proposed Enforcement Action is to be taken is not the subject of an Insolvency Proceeding, then the Trustee may, subject to the Lien Priority and the application of all proceeds of the Collateral in accordance with Section 3.4, take
one or more Enforcement Actions. If (i) the Credit Facility Lender has commenced any Enforcement Action on or prior to the Expiry Date and, at any time after the Expiry Date, is no longer pursuing one or more Enforcement Actions, (ii) no Insolvency
Proceeding is pending against any Issuer or Guarantor against which the Trustee’s proposed Enforcement Action is to be taken, and (iii) the Enforcement Event that was the subject of, or existing on the date of, the Enforcement Event Notice is
then continuing, then the Trustee may, subject to the Lien Priority and the prior application of all proceeds of the Collateral in accordance with Section 3.4, take one or more Enforcement Actions. Except as expressly provided for in this Agreement,
nothing in this Agreement shall prevent the Parties hereto from exercising any other remedy, or taking any other action, under any of the Financing Documents. 
  

Section 3.3 Foreclosure. Any Party taking a permitted Foreclosure Action may enforce its Financing Documents independently as to Issuers and
each Guarantor and independently of any other remedy or security such Party at any time may have or hold in connection with its Secured Liabilities, and, except as provided herein, it shall not be necessary for such Party to marshal assets in favor
of any other Party hereto or any other Person or to proceed upon or against or exhaust any other security or remedy before proceeding to enforce the Financing Documents. Each of the Trustee (for so long as the Credit Facility Indebtedness is not
Fully Paid) and the Credit Facility Lender (for so long as the Trustee and the holders of the Notes are owed any Subordinated Lien Indebtedness) expressly waives any right to require the other Party to marshal assets in favor of any Party or to
proceed against any Collateral provided by Issuers or any Guarantor, or any other property, assets, or collateral provided by Issuers, any Guarantor, or any other Person, and agrees that the Party taking such permitted Foreclosure Action may proceed
against Issuers, any Guarantor, any Collateral or other property, assets, or 
  

 Intercreditor Agreement 







 other collateral provided by any of them or by any other Person, in such order as it shall determine in its sole and
absolute discretion. The foregoing notwithstanding: (a) with respect to the sale or other disposition of any Collateral governed by Article 9 of the Uniform Commercial Code, the Party conducting such sale or other disposition agrees in favor of the
other Party that every aspect of such sale or other disposition, including the method, manner, time, place, and terms, must be commercially reasonable, (b) with respect to the sale or other disposition of any other Collateral, the Party conducting
such sale or other disposition agrees in favor of the other Party that such sale or other disposition shall be conducted according to the normal practices of commercial real property secured lenders generally, (c) with respect to the sale or other
disposition of any Collateral by either Party, such Party agrees to provide the other Party with such written notice as it is required by applicable law (including, if applicable, the Uniform Commercial Code) to provide to Issuers or the Guarantors
(without regard to whether Issuers or the Guarantors have waived their entitlement to receive such notice), and (d) the Credit Facility Lender agrees that, at such time as the Credit Facility Indebtedness is Fully Paid, the Credit Facility Lender
thereupon promptly shall cease all further Foreclosure Actions. 
  
 Section 3.4 Distribution. Each Party agrees that, upon any distribution as a result of a Foreclosure Action or other Enforcement Action, or the receipt of any other payment or distribution with respect to the Collateral, the proceeds
thereof shall be distributed in the order of, and in accordance with, the following priorities: 
  
 (a) FIRST: 
  
 (i) if the Foreclosure Action or other Enforcement Action is taken by the Credit Facility Lender, to the payment of all reasonable costs
and expenses, commissions and taxes of the Credit Facility Lender incurred in connection with taking any such Foreclosure Action or other realization, including all reasonable expenses (including attorneys fees and expenses), liabilities and
advances made or incurred by the Credit Facility Lender in connection therewith; 
  
 (ii) if the Foreclosure Action is taken and entitled to be taken hereunder by the Trustee, to the payment of all reasonable costs and
expenses, commissions and taxes of the Trustee incurred in connection with taking any such Foreclosure Action or other realization, including all reasonable expenses (including attorneys fees and expenses), liabilities and advances made or incurred
by the Trustee in connection therewith; 
  
 (b) SECOND, to the
Credit Facility Lender, until the first date on which the Credit Facility Indebtedness is Fully Paid; and 
  
 (c) THIRD, to the Trustee, until all Subordinated Lien Indebtedness is Fully Paid. 
  

 Intercreditor Agreement 







 Section 3.5 Notice of Certain Events. Each Party agrees that it will notify the other, in writing,
(a) if it receives actual notice of the occurrence of an Event of Default or an Enforcement Event, not later than 30 days after the date of any such occurrence, and (b) at least 15 days prior to exercising any remedies with respect to any portion of
the Collateral. Notwithstanding the foregoing, the Credit Facility Lender shall not be obligated to provide such prior written notice if exigent circumstances require that the Credit Facility Lender act immediately in order to preserve, protect, or
obtain possession or control over the Collateral or any portion thereof; provided, that, if such exigent circumstances require the Credit Facility Lender to so act immediately, the Credit Facility Lender agrees to provide the Trustee with written
notice as soon as practicable following the Credit Facility Lender first exercising any of its secured creditor remedies with respect to the Collateral, and no Party shall incur any liability to the other under this Section 3.5 as a result of the
failure of such Party to provide any such notice so long as the failure to so provide such notice was not the result of wilful misconduct, bad faith or gross negligence. 
  
 ARTICLE IV 
  
 ENFORCEMENT OF PRIORITIES 
  
 Section 4.1 In Furtherance of Lien Priorities. Each Party agrees as follows: 
  
 (a) All payments or distributions of or with respect to the Collateral that are received by any Party contrary to the
provisions of this Agreement (including, without limitation, payments or distributions in connection with any Insolvency Proceeding) shall be segregated from other funds and property held by such Party and shall be held in trust for the Party
entitled thereto in accordance with the provisions of Section 3.4 hereof (the “Entitled Party”) and such Party shall forthwith pay over such remaining proceeds to the Entitled Party in the same form as so received (with any necessary
endorsement) to be applied (in the case of cash) or held as Collateral (in the case of non-cash property or securities) in accordance with the provisions hereof and the provisions of the applicable Financing Documents. 
  
 (b) After the first date on which the Credit Facility Indebtedness is Fully
Paid, the Credit Facility Lender will promptly execute and deliver to the Trustee all further instruments and documents, and take all further acts that may be necessary, or that the Trustee may reasonably request, to permit the Trustee to evidence
the termination of the Lien Priority hereunder, or in furtherance thereof; provided, that the Credit Facility Lender shall not be required to pay over any payment or distribution, execute any instruments or documents, or take any other action
referred to in this clause (b) to the extent that such action would contravene any law, order or other legal requirement, and in the event of a controversy or dispute, the Credit Facility Lender may interplead any payment or distribution in any
court of competent jurisdiction. 
  

 Intercreditor Agreement 







 (c) Each Party is hereby authorized to demand specific performance of this Agreement, whether or not
Issuers or any Guarantor shall have complied with any of the provisions hereof applicable to it, at any time when any other Party shall have failed to comply with the provisions of this Agreement applicable to it, provided, that the remedy of
specific performance shall not be available, and the asserting Party shall be free to assert any and all legal defenses it may possess, if such remedy would result in, or otherwise constitute, a violation of the Employee Retirement Income Security
Act of 1974, as amended. Each Party hereto hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. Upon the execution of this Agreement, (i) Trustee and
Credit Facility Lender shall enter into a control agreement or control agreements (“New Control Agreements”) with respect to the deposit accounts (other than the Excess Cash Flow Account) of any Issuer held at Bank One, NA or any other
financial institution, constituting part of the Collateral, in form and substance reasonably acceptable to Trustee and Credit Facility Lender, which shall supercede any existing control agreements between Trustee and Bank One or such financial
institution, and (ii) Trustee agrees to terminate such existing control agreements. 
  
 (d) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Liabilities is, other than as a result of any intentional fraud or gross
negligence of the applicable Party, rescinded or must otherwise be returned by the applicable Party upon the insolvency, bankruptcy or reorganization of any Issuer or any Guarantor or otherwise, all as though such payment had not been made.

  
 Section 4.2 Perfection of Possessory or Control Security
Interests. For the limited purpose of perfecting the security interests of the Parties in those types or items of Collateral in which a security interest only may be perfected by possession or control (including perfection of a security interest
in deposit accounts under Article 9 of the Uniform Commercial Code), each Party hereby appoints the other as its representative for the limited purpose of possessing or controlling on its behalf any such Collateral that may come into the possession
or control of such other Party from time to time, and each Party agrees to act as the other’s representative for such limited purpose of perfecting the other’s security interest by possession or control through a representative, provided
that neither Party shall incur any liability to the other by virtue of acting as the other’s representative hereunder. In this regard, any Party that is in possession or control of any such item of Collateral agrees that if it elects to
relinquish possession or control of such item of Collateral it shall deliver possession or control thereof to the other Party; provided, that no Party shall be required to deliver any such item of Collateral or take any other action referred to in
this section to the extent that such action would contravene any law, order or other legal requirements, and in the event of a controversy or dispute, such Party may interplead any item of Collateral in any court of competent jurisdiction.

  
 Section 4.3 Control of Dispositions of Collateral and
Effect thereof on Junior Liens. 
  

 Intercreditor Agreement 







 (a) Each Party hereby agrees that any Uniform Commercial Code collection, sale, or other disposition of
Collateral by the Credit Facility Lender shall be free and clear of any Lien of the Trustee in such Collateral; provided, that the Trustee shall retain a Lien (having the same priority as the Lien it previously had on the item of Collateral that was
collected, sold or otherwise disposed of) on the proceeds of such collection, sale, or other disposition (except to the extent such proceeds are applied to the Credit Facility Indebtedness in accordance with Section 3.4). 
  
 (b) To the extent reasonably requested by either Party, the other Party will
cooperate in providing any necessary or appropriate releases to permit a collection, sale, or other disposition of Collateral, as provided in subsection (a) of this Section 4.3, by the Party holding the senior Lien therein free and clear of the
other Party’s junior Lien. 
  
 ARTICLE V 
  
 MISCELLANEOUS 
  
 Section 5.1 Rights of Subrogation. The Trustee agrees that no payment or distribution to the Credit Facility Lender
pursuant to the provisions of this Agreement shall entitle the Trustee to exercise any rights of subrogation in respect thereof until the first date on which the Credit Facility Indebtedness shall have been Fully Paid. 
  
 Section 5.2 Further Assurances. The Parties will, at their own expense
and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that any Party may reasonably request, in order to protect any right or
interest granted or purported to be granted hereby or to enable any Party to exercise and enforce its rights and remedies hereunder; provided, that no Party shall be required to pay over any payment or distribution, execute any instruments or
documents, or take any other action referred to in this Section 5.2 to the extent that such action would contravene any law, order or other legal requirement binding upon such Party, and in the event of a controversy or dispute, any Party may
interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 5.2. 
  
 Section 5.3 Defenses Similar to Suretyship Defenses. All rights, interests, agreements and obligations of each of the
Parties under this Agreement, shall remain in full force and effect irrespective of: 
  
 (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Liabilities, or any other amendment or waiver of or any consent to departure from the Financing Documents,
provided, that this clause (a) shall not apply to, and the Trustee’s Liens in the Collateral shall not be subordinated in priority by virtue of this Agreement to, the Credit Facility Lender’s Liens therein if and to 
  

 Intercreditor Agreement 







 the extent that the principal amount of the Credit Facility Indebtedness is increased, without the express written
consent of the Trustee, to an amount in excess of the Maximum Credit Facility Amount: or 
  
 (b) any exchange, release, non-enforcement or non-perfection of any Party’s Liens with respect to any Collateral, or any release, amendment or waiver of or consent to departure from any guaranty, for all or any
of the Secured Liabilities; or 
  
 (c) any failure by any Party
to marshal assets in favor of any other Party or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce the Financing Documents. 
  
 Section 5.4 Waiver. Except as otherwise provided in Section 2.1 and the other provisions hereof, to the maximum
extent permitted by applicable law, the Trustee hereby waives, solely with respect to the Collateral to which the Lien Priority relates, any failure, omission, delay or lack on the part of the Credit Facility Lender to enforce, assert or exercise
any right, power or remedy conferred on the Credit Facility Lender in any of the Credit Facility Loan Documents or the inability of the Credit Facility Lender to enforce any provision of the Credit Facility Loan Documents or this Agreement.

  
 Section 5.5 Amendments, Etc. No amendment or waiver of
any provision of this Agreement nor consent to any departure by any Party shall in any event be effective unless the same shall be in writing and signed by each Party, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. 
  
 Section 5.6
Addresses for Notices. All demands, notices and other communications provided for hereunder shall be in writing and, if to the Trustee, mailed or sent by telecopy or delivered to it, addressed to it as follows: 
  
 U.S. Bank National Association, as Trustee 
 180 East 5th Street 
 St. Paul, MN 55101

 Attention: Corporate Trust Department 
 Facsimile: (651) 244-0711 
  
 and if to the Credit Facility Lender,
mailed or sent by telecopy or delivered to it, addressed to it as follows: 
  
 Wells Fargo Foothill, Inc 
 2450 Colorado Avenue 
 Suite 3000 West 
 Santa Monica, California
90404 
 Attention: Structured Finance Group Manager 
 Facsimile; (310) 454-7442 
  

 Intercreditor Agreement 







 or as to any Party at such other address as shall be designated by such Party in a written notice to the other parties
complying as to delivery with the terms of this Section. All such demands, notices and other communications shall be effective: when mailed, two business days after deposit in the mails, postage prepaid; when sent by telecopy, when receipt is
acknowledged by the receiving telecopy equipment (or at the opening of the next business day if receipt is after normal business hours); or when delivered, as the case may be, addressed as aforesaid. 
  
 Section 5.7 No Waiver of Remedies. No failure on the part of any Party
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
  
 Section 5.8 Continuing Agreement. This Agreement is a continuing agreement and shall (a) be binding upon the Parties and their successors and assigns (including, without limitation, all parties that become
lenders or participants under the Credit Facility), and (b) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. 
  
 Section 5.9 Governing Law; Entire Agreement. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York including, without limitation, Section 5-1401 of the New York General Obligations Law, except as otherwise preempted by applicable federal law. This Agreement constitutes the entire agreement and understanding among
the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto. 
  
 Section 5.10 Counterparts. This Agreement may be executed in any number of counterparts, and it is not necessary that the signatures of all Parties
be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document. 
  
 Section 5.11 No Third Party Beneficiary. This Agreement is solely for the benefit of the Parties (and their successors and assigns) and the holders
of the Secured Liabilities (including the Credit Facility Lender and the Holders). No other Person (including Issuers, any Guarantor or any subsidiary or affiliate of Issuers) shall be deemed to be a third party beneficiary of this Agreement or
shall have any rights to enforce any provisions hereof. 
  
 Section 5.12 Headings. The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

  
 Section 5.13 Severability. If any of the provisions in
this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this 
  

 Intercreditor Agreement 







 Agreement and shall not invalidate the Lien Priority or any other priority set forth in this Agreement. 
  
 Section 5.14 Trustee Status. Notwithstanding any term herein to the
contrary, it is hereby expressly agreed and acknowledged that the subordination and related agreements set forth herein by the Trustee are made solely in its capacity as trustee and collateral agent under the Indenture Documents and with respect to
the Notes issued under the Indenture (and not in its individual commercial capacity, except to the extent that it is or becomes the holder of any such Note). The Trustee shall not have any duties, obligations, or responsibilities to the Credit
Facility Lender under this Agreement except as expressly set forth herein. Nothing in this Agreement shall be construed to operate as a waiver by the Trustee, with respect to Issuers or any holder of any Subordinated Lien Indebtedness, of the
benefit of any exculpatory provisions, presumptions, indemnities, protections, benefits, immunities or reliance rights contained in the Indenture, and, by its acknowledgment hereof, each Issuer expressly agrees that as between itself and the
Trustee, the Trustee shall have such benefit with respect to all actions or omissions by the Trustee pursuant to this Agreement. For all purposes of this Agreement, Trustee may (a) rely in good faith, as to matters of fact, on any representation of
fact believed by Trustee to be true (without any duty of investigation) and that is contained in a written certificate of any authorized representative of Issuers or of the Credit Facility Lender, (b) rely in good faith, as to matters of law, on any
advice received from its legal counsel or an opinion of its counsel, counsel to Issuers or counsel to the Credit Facility Lender, and shall have no liability for any action or omission taken in reliance thereon, and (c) assume in good faith (without
any duty of investigation), and rely upon, the genuineness, due authority, validity, and accuracy of any certificate, instrument, notice, or other document believed by it in good faith to be genuine and presented by the proper person. 
  

 Intercreditor Agreement 







 IN WITNESS WHEREOF each Party has caused this Agreement to be duly executed and delivered as of the date
first above written. 
  
  

	 CREDIT
 FACILITY LENDER:
	 	 WELLS FARGO FOOTHILL, INC.

			
	 	 	By:	 	 /s/ Amelie Yehros


		
	 TRUSTEE:
	 	 U.S. BANK NATIONAL ASSOCIATION,
solely in its capacity as Trustee (and not individually)

			
	 	 	By:	 	 /s/ Julie Eddington


	 	 	 	 	         Name: Julie Eddington

	 	 	 	 	         Title: Assistant Vice President


  

 Intercreditor Agreement 







 ACKNOWLEDGMENT 
  
 The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement and consents thereto, and agrees to recognize
all rights granted hereby to the parties thereto, and will not do any act or perform any obligation which is not in accordance with the agreements set forth in such Intercreditor Agreement and (b) it is not an intended beneficiary or third party
beneficiary under the Intercreditor Agreement. 
  
 Dated as of                  , 2003. 
  

	THE OLD EVANGELINE DOWNS, L.L.C.,
a Louisiana limited liability company
		
	 By:
	 	 /s/ Michael Luzich


	 Name:
	 	 Michael Luzich

	 Title:
	 	 President

	
	THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation
		
	 By:
	 	 /s/ Michael Luzich


	 Name:
	 	 Michael Luzich

	 Title:
	 	 President



  

 Intercreditor Agreement