EXHIBIT 4.21
SUBORDINATION OF FIRST PREFERRED VESSEL MORTGAGE UPON
FITZGERALDS TUNICA (OFFICIAL NO. 262757) (THE "VESSEL")
In consideration of Foothill Capital Corporation, a California corporation
("Foothill"), whose offices are located at One Boston Plaza, Suite 1800, Boston,
Massachusetts 02108, entering into that certain Loan and Security Agreement
dated as of December 6, 2001, with, among others, Barden Mississippi Gaming,
LLC, a Mississippi limited liability company (a "Borrower"), whose offices are
located at 163 Madison avenue, suite 2000, Detroit, Michigan 48226, whereby,
among other things, Borrower has agreed to grant to Foothill, as Trustee, that
certain First Preferred Vessel Mortgage on the Whole of the Fitzgeralds Tunica
("Foothill Mortgage") dated December 6, 2001, filed at the National Vessel
Documentation Center against the Vessel on December ___, 2001 ________ in Book
_______, page ______, and in accordance with and subject to the terms and
conditions of an Intercreditor Agreement dated as of December 6, 2001 (the
"Intercreditor Agreement"), by and between Foothill and The Bank of New York, a
New York banking corporation, as Trustee ("Trustee"), Trustee under that certain
Indenture dated as of December 6, 2001, executes this instrument subordinating
the lien created by that certain First Preferred Vessel Mortgage on the Whole of
the Fitzgeralds Tunica ("Trustee Mortgage") dated December 6, 2001, filed at the
National Vessel Documentation Center against the Vessel on December ___, 2001
________ in Book _______, page ______, to the lien created by the Foothill
Mortgage. Notwithstanding anything contained herein, the subordination of the
lien of the Trustee Mortgage provided for herein shall not be deemed to (a)
subordinate the Liens of Trustee to the Liens of any other Person; or (b)
subordinate the Subordinated Lien Indebtedness to any Indebtedness of the
Issuers or any of the Subsidiary Guarantors.
Notwithstanding the provisions of: (1) the Trustee Mortgage; and (2) the order
of filing of any financing statements, the order of granting of any lien,
mortgage or security interest in the Vessel, any provisions of maritime law or
any other law governing the Vessel and the Uniform Commercial Code as in effect
in any jurisdiction in which the Vessel may be located, any rule of law, or any
of Trustee's agreements with the Borrower; subject to the terms and conditions
of the Intercreditor Agreement, all liens, mortgages and security interests of
Trustee in the Vessel, whether now or later arising and, whether arising
pursuant to the Trustee Mortgage or otherwise, shall be and hereby are
subordinated to the liens, mortgages and security interests of Foothill under
the Foothill Mortgage.
Capitalized terms used and not otherwise defined in this agreement have the
meanings set forth for them in the Intercreditor Agreement. If there is a
conflict between the terms and conditions of this document and the Intercreditor
Agreement, the terms and conditions of the Intercreditor Agreement shall govern
and control.
The Bank of New York, as Trustee
101 Barclay Street - 21W
New York, New York 10286
By: /s/ Robert Massimillo
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Name: Robert Massimillo
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Title: Vice President
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State of New York
County of Bronx
On December 6, 2001, the person named above acknowledged execution of this
instrument in his/her capacity on behalf of The Bank of New York for the
purposes stated in this instrument.
/s/ William J. Cassels
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[SEAL] Notary Public
My commission expires: ____________
[SEAL]