EXHIBIT 10.14
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this 10th
day of August 1999, by and between HOLLYWOOD CASINO CORPORATION, a Delaware
corporation (the "Licensor"), and HOLLYWOOD CASINO SHREVEPORT (formerly QNOV), a
Louisiana general partnership (the "Licensee").
RECITALS
A. The Licensor and its subsidiaries own, develop and operate dockside,
riverboat and land-based casinos and hotels and certain other
facilities relating thereto in emerging and established gaming
jurisdictions;
B. The Licensee (i) is in the process of developing, and upon completion
of construction will own, 100% of a certain Hollywood-themed riverboat
gaming casino and certain other facilities relating thereto
(collectively, "Hollywood-Shreveport") located on and adjoining the
Red River in Shreveport, Louisiana and (ii) holds a gaming license
under the laws of the State of Louisiana;
C. The Licensor is the owner of the trademark properties described on
Exhibit "A," which is attached hereto and made a part hereof (together
with all trademark properties subsequently acquired by the Licensor,
the "Trademarks"); and
D. The Licensor desires to grant to the Licensee, and the Licensee
desires to receive from the Licensor, a license to use the Trademarks,
subject to the terms and provisions hereof.
AGREEMENTS
In consideration of the premises and the mutual agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Grant of License. The Licensor hereby grants to the Licensee, and the
Licensee hereby accepts from the Licensor, the right to use the
Trademarks in the Exclusive Area (as specified in Paragraph 3 hereof)
in connection with casino and other related services.
2. Term. This Agreement shall commence on the date hereof (the
"Commencement Date") and shall continue in full force and effect for
an initial term of five (5) consecutive years thereafter, unless
sooner terminated or later extended pursuant to the provisions of this
Agreement (which initial term, as renewed and extended, is hereinafter
called the "Term"). This Agreement shall be automatically renewed for
additional periods of one year each unless either party hereto shall
indicate its intention not to renew by written notice to the other
party given not less than thirty (30) days prior to the commencement
of any renewal period. Notwithstanding the foregoing, this Agreement
shall terminate concurrently with the termination of that certain
Management Services Agreement dated as of September 22, 1998, as
amended, by and between Licensee and HWCC-Shreveport, Inc. (the
"Management Agreement"); provided, however, that this Agreement shall
continue in effect for a period of six (6) months from the date the
Management Agreement is terminated pursuant to Section 11.01 thereof.
3. Geographical Exclusivity. The license granted by the Licensor to the
Licensee pursuant to Paragraph 1 of this Agreement shall be exclusive
to the Licensee in Bossier and Caddo Parishes, Louisiana only (the
"Exclusive Area"). The Licensee acknowledges and agrees that the
Licensor may grant to subsidiaries and affiliates of the Licensor or
other third parties the right to use the Trademarks in areas other
than the Exclusive Area during the Term.
4. Royalties. The Licensee shall pay to the Licensor an amount equal to
$100.00 per year during the Term. The initial installment shall be
payable on or before September 1, 1999 and the remaining installments
shall be payable on each and every anniversary of the Commencement
Date.
5. Quality Control; Protection.
(a) The Licensee will ensure that the quality of services it renders
in connection with the Trademarks shall be at least equal to the
quality of services provided by the Licensor or its other
subsidiaries in connection with the Trademarks in order to
protect the goodwill associated with the Trademarks. All use by
the Licensee of the Trademarks shall inure to the benefit of the
Licensor.
(b) The Licensee shall cause all advertising, promotional or display
material used in connection with Hollywood-Shreveport and any
other gaming project subsequently owned, developed or operated by
the Licensee to bear all such notices of copyrights, trademarks
or service marks and any other notices as may be appropriate or
necessary to preserve the rights of the Licensor with respect to
the Trademarks. The Licensee shall not vary, change or alter the
design or copy of any logos or artwork associated with any
Trademark.
(c) The Licensee hereby acknowledges the Licensor's full and
exclusive ownership of the Trademarks, whether or not such
ownership and other rights are now or may hereafter be
registered, and agrees that it will not attack the Trademarks or
the Licensor's rights therein, nor do anything which may
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diminish, dilute or otherwise adversely affect the Trademarks or
the Licensor's rights therein.
(d) The Licensor and its representatives shall have full and complete
access to and the right to examine Hollywood-Shreveport and any
other gaming project subsequently owned, developed or operated by
the Licensee and the books and records relating thereto at any
time and from time to time during reasonable business hours to
determine the compliance by the Licensee with its obligations
under this Agreement.
6. Assignment. The Licensee shall not assign this Agreement or its
rights or interests hereunder to a third party without the prior
written consent of the Licensor; provided, however, that the Licensor
has consented to the Licensee's pledge and assignment of this
Agreement as collateral in connection with Licensee's issuance of its
$150,000,000 of 13% First Mortgage Notes due 2006. Any purported
assignment in violation of this Paragraph 6 shall be deemed null and
void.
7. Successor. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted
successors and assigns.
8. Interpretation. The preamble recitals of this Agreement are
incorporated into and made a part of this Agreement; titles of
paragraphs are for convenience only and are not to be considered a
part of this Agreement.
9. Arbitration. Any and all claims, disputes or controversies arising
between the parties hereto regarding or concerning any of the terms of
this Agreement or the breach thereof, on the written demand of either
of the parties hereto, shall be submitted to and be determined by
binding and final arbitration held in Dallas, Texas, in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association and in accordance with the Federal Rules of Civil
Procedure and Evidence applicable thereto. This agreement to
arbitrate shall be specifically enforceable in any court of competent
jurisdiction.
10. Relationship. This Agreement shall not be construed as placing the
parties or any of them in a master/servant, principal/agent or other
agency relationship one as to the other, it being the intent and
purpose of this Agreement that each party shall be independent as to
the other.
11. Entire Agreement; Amendment. This Agreement sets forth all the
promises, agreements, conditions and understandings between the
parties hereto with respect to the subject matter hereof. There are
no other oral or written promises, agreements, conditions or
understandings between them. Except as otherwise provided herein,
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no subsequent alteration, amendment, change or addition to this
Agreement shall be binding upon the parties unless in writing and
signed by them.
12. No Waiver. No delay or failure by any party to exercise any right
under this Agreement, and no partial or single exercise thereof, shall
constitute a waiver of that or any other right unless otherwise
expressly provided herein.
13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
14. Severability. If any provision of this Agreement or the application
hereof to any person or circumstances shall to any extent be held
void, unenforceable or invalid, then the remainder of this Agreement
or the application of such provision to persons or circumstances other
than those as to which it is held void, unenforceable or invalid shall
not be affected thereby, and each provision of this Agreement shall be
valid and enforced to the fullest extent permitted by law.
15. Notices. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing and
shall be: (i) personally delivered; (ii) transmitted by United States
Certified or Registered Mail, postage prepaid, return receipt
requested, or by commercial courier or express service; or (iii)
transmitted by telecopier, telegraphic, telex or cable communication
to the party to whom such notice, request, consent or other
communication is being given at the address of such party set forth
below, or at such other address as any party may designate by written
notice to the other parties:
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(a) If to the Licensor, to it at:
Hollywood Casino Corporation
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
(b) If to the Licensee, to it at:
Hollywood Casino Shreveport
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
All notices, requests, consents and other communications shall be
effective or deemed delivered upon (i) the date of receipt if
delivered personally, (ii) the earlier to occur of the actual receipt
thereof by the addressee or three (3) days after the date of deposit
if transmitted by mail or commercial courier or express service or
(iii) the date of transmission with confirmed answerback if
transmitted by telecopier, telegraphic, telex or cable communication.
16. Cost of Enforcement. In any action or proceeding brought by any party
against any other party under this Agreement (including arbitration
pursuant to Paragraph 10 hereof), the prevailing party shall be
entitled to recover from the other party attorneys' fees,
investigation costs, and other legal expenses and court and other
similar costs incurred by such party in such action or proceeding as
the court or other arbiter may find to be reasonable.
17. Governing Law. This Agreement shall be governed by the terms and
provisions hereof and the internal laws of the State of Texas, as the
same may exist from time to time. Each of the terms and provisions of
this Agreement is subject to and shall be enforced in compliance with
the provisions of applicable gaming laws and rules, regulations,
rulings and other similar pronouncements issued by applicable gaming
authorities.
18. Time is of the Essence. Time is and shall be of the essence of this
Agreement and of each term and provision hereof.
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be duly executed by its duly authorized officers or representatives on and
effective as of the day and year first above written.
LICENSOR
HOLLYWOOD CASINO CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
LICENSEE
HOLLYWOOD CASINO SHREVEPORT
a Louisiana general partnership
By: HCS I, INC., its managing general partner
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT "A"
TRADEMARKS
