EXHIBIT 4.2
SECURITY AGREEMENT
------------------
Made by
HWCC-SHREVEPORT, INC.,
as Debtor
to
STATE STREET BANK AND TRUST COMPANY,
as Trustee and Secured Party
Acting on behalf of the Holders of the Notes
May 19, 1999
EXHIBIT 4.2
SECURITY AGREEMENT
------------------
Made by
HOLLYWOOD CASINO CORPORATION,
as Debtor
to
STATE STREET BANK AND TRUST COMPANY,
as Trustee and Secured Party
Acting on behalf of the Holders of the Notes
May 19, 1999
SECURITY AGREEMENT
------------------
THIS SECURITY AGREEMENT (this "Agreement") is made as of May 19, 1999, by
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HOLLYWOOD CASINO CORPORATION, a Delaware corporation, with its chief executive
office at Two Galleria Tower, Suite 2200, 00000 Xxxx Xxxx XX00, Xxxxxx, Xxxxx
00000 ("Debtor"), in favor of STATE STREET BANK AND TRUST COMPANY, a
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Massachusetts chartered trust company, with offices at Two Xxxxxxxxxxxxx Xxxxx,
0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as Trustee acting on behalf of the
Holders of the Notes under (and as defined in) the Indenture described below
(the "Secured Party").
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RECITALS
--------
A. Debtor, HWCC-Tunica, Inc., HWCC-Shreveport, Inc., and Secured Party,
as Trustee, have entered into an Indenture dated as of May 19, 1999 (as the same
may be amended, supplemented, restated or otherwise modified from time to time,
the "Indenture"), pursuant to which Debtor will issue up to $310,000,000 of its
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11 1/4% Series A and Series B Senior Secured Notes due 2007 and up to
$50,000,000 of its Floating Rate Series A and Series B Senior Secured Notes due
2006 (as the same may be amended, supplemented, restated, exchanged, replaced or
otherwise modified from time to time, collectively, the "Notes").
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B. It is a condition precedent to the purchase of the Notes under the
Indenture that Debtor shall have executed and delivered this Agreement.
C. Therefore, in order to comply with the terms and conditions of the
Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby agrees with Secured
Party as follows:
ARTICLE 1
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SECURITY INTEREST
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Section 1.01. Grant of Security Interest.
--------------------------
Debtor hereby assigns, endorses, delivers, pledges and grants to Secured
Party a continuing security interest in, Lien upon, and right of set-off against
the assets referred to in Section 1.02 hereof (the "Collateral") to secure the
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prompt and complete payment and performance of the Obligations (as defined in
Section 2.02 hereof) and the performance by Debtor of this Agreement.
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Section 1.02. Collateral.
----------
The Collateral consists of the following types or items of property
(including property hereafter acquired by Debtor as well as property which
Debtor now owns or in which Debtor has rights), but subject to the exceptions
and provisos set forth herein:
(a) The contracts described or referred to in Exhibit A attached
---------
hereto and made a part hereof and each management contract to which Debtor
may hereafter become a party, in each case as such agreements may be
amended or otherwise modified from time to time, including, without
limitation, (i) all rights of Debtor to receive monies due and to become
due under or pursuant to such contracts, (ii) all rights of Debtor to
receive proceeds of any insurance, indemnity, warranty, or guaranty with
respect to such contracts, (iii) claims of Debtor for damages arising out
of or for breach of or default under such contracts, (iv) the right of
Debtor to terminate such contracts, to perform thereunder and to compel
performance and to otherwise exercise all remedies thereunder, and (v) all
proceeds of the foregoing Collateral.
(b) All of Debtor's inventory (if any).
(c) All Intercompany Notes (including, but not limited to, the
Intercompany Notes described or referred to in Exhibit B attached hereto
---------
and made a part hereof), together with all liens and security interests
securing such Intercompany Notes.
(d) The Aurora Expansion Cash Account.
(e) (i) Any and all trade secrets, ideas, information, procedures,
processes, systems, methods of operation, concepts, principles of
discoveries, whether or not patentable, and all of the intellectual
property rights therein provided by state or federal laws of the United
States, such as, the right of first publication and, if applicable, the
right to file applications for United States patent protection on the
preferred embodiments thereof; (ii) any and all applications for United
States patents and issued United States Patents, including, without
limitation, those listed on Exhibit C attached hereto and made a part
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hereof; (iii) any and all names, trade names, trademarks, service marks,
business names, designs, logos, indicia and other source and/or business
indentifiers, and the good will of the Debtor's business, goods or services
represented thereby, and all applications to register such names or marks
on state registrars or with the United States Patent and Trademark Office
and all issued state or United States registrations thereon, including,
without limitation, those listed on Exhibit C attached hereto and made a
---------
part hereof; (iv) all expressions embodied in a tangible medium that are
the subject matter of copyright and the intangible rights of copyright
therein, including, without limitation, both non-registered copyrighted
works and registered copyrighted works, including, without limitation,
those listed on Exhibit C attached hereto and made a part hereof; (v) all
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rights arising out of licenses (in cases where Debtor is the licensee) to
use patents, trademarks, copyrights, trade secrets and other intellectual
property rights, including, without limitation, those listed on Exhibit C
---------
attached hereto and made a part hereof; (vi) all rights and proceeds
arising out of licenses (in cases where the Debtor is the licensor) to use
Debtor's United States patents, trademarks, copyrights, trade secrets and
other
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intellectual property, and (vii) in all cases, the rights to prosecute such
intellectual property rights referred to in this Section 1.02(e), and to
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recover the proceeds of past, present and future infringement of such
rights by third parties; provided, however, that the Debtor shall at all
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times have the right in the conduct of its business to make and carry out
decisions that affect such intangible personal property and the
intellectual property rights therein, such as, the Debtor shall have the
right to exercise the right of first publication with respect to its ideas,
information, procedures, processes, systems, methods of operation,
concepts, principles or discoveries; to determine whether applications for
patent protection will be filed or abandoned on the preferred embodiment
thereof, to determine which terms shall be used as names and marks for its
business, goods or services, when the use of such terms will be
discontinued, and the efforts, if any, that will be made to register such
terms and to maintain or in its discretion, to abandon such registration or
application therefor; to determine if and when copyrighted works will be
registered; to determine whether aspects of such intellectual property will
be sold, assigned, licensed to others in connection with operation of the
Debtor's business; and to determine the actions that will be taken to
maintain and prosecute the Debtor's intellectual property rights in such
intangible personal property.
(f) The Escrow Account.
(g) The Accounts.
(h) (i) All proceeds, products, replacements, additions to,
substitutions for, and accessions to any property referred to in this
Section 1.02; and (ii) all books and records related to any of the property
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referred to in this Section 1.02.
------------
(i) All general intangibles related to any property referred to in
this Section 1.02, including, without limitation, all letters of credit,
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bonds, guaranties, purchase or sales agreements and other contractual
rights, rights to performance, and claims for damages or other monies due
or to become due;
provided that, the Collateral described in this Section 1.02 shall not include
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(i) tort claims, (ii) rights represented by judgments, and (iii) any of the
foregoing property that is, pursuant to restrictions enforceable under
applicable law, prohibited from being pledged as security; provided that, with
respect to this clause (iii), upon the termination of such prohibitions for any
reason whatsoever or in the event such prohibitions are or become unenforceable
under applicable law, such foregoing property shall automatically be Collateral
hereunder. Notwithstanding the foregoing, it is expressly agreed that so long
as no Event of Default shall have occurred and be continuing, all dividends,
distributions, interest and principal payments, cash, instruments and other
property and proceeds made upon or with respect to or of the Collateral (other
than the Aurora Expansion Cash Account and the Escrow Account) shall not
constitute Collateral and may be used by the Debtor subject to the terms and
conditions of the Indenture. Upon the occurrence and during the continuance of
an Event of Default all rights of the Debtor to receive all such dividends,
distributions, interest or principal payments, cash, instruments and other
property and proceeds shall cease, and such dividends, distributions, interest
and principal payments, cash, instruments and other property and proceeds shall
constitute Collateral, and shall be paid or otherwise delivered to the Secured
Party.
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Section 1.03. Collateral Assignment.
---------------------
For value received, Debtor does hereby sell, assign, transfer and set over
unto Secured Party and its successors and assigns all of Debtor's right, title
and interest in and to the Intercompany Notes described or referred to in
Exhibit B attached hereto, together with all Liens and security interests
---------
securing the Intercompany Notes and all amounts that may now be or may hereafter
become due and payable by the makers of the Intercompany Notes, and the interest
thereon, together with all of the rights, powers, privileges and remedies of
Debtor thereunder. Said assignment is made as security for the Obligations.
ARTICLE 2
---------
DEFINITIONS
-----------
Section 2.01. Terms Defined Above or in the Indenture.
---------------------------------------
As used in this Agreement, the terms defined above shall have the meanings
respectively assigned to them. Other capitalized terms which are defined in the
Indenture but which are not defined herein shall have the same meanings as
defined in the Indenture.
Section 2.02. Certain Definitions.
-------------------
As used in this Agreement, the following terms shall have the following
meanings, unless the context otherwise requires:
"Accounts" means all accounts, chattel paper and instruments (as such
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terms are defined in the Code) at any time included in the Collateral.
"Account Debtor" means any Person liable (whether directly or
--------------
indirectly, primarily or secondarily) for the payment or performance of any
obligations included in the Collateral, whether as an account debtor (as
defined in the Code), obligor on an instrument, issuer of documents or
securities, guarantor or otherwise.
"Agreement" means this Security Agreement, as the same may from time
---------
to time be amended or supplemented.
"Aurora Expansion Cash Account" means collectively (i) account number
-----------------------------
102449-030 established with Securities Intermediary pursuant to the Control
Agreement, and any and all cash, cash equivalents, certificated securities,
documents, financial assets, instruments, investment property, securities,
securities entitlements, uncertificated securities, and, to the extent not
included in the foregoing, other personal property of any kind or
description deposited in such Aurora Expansion Cash Account, and all
interest, dividends or other proceeds therefrom and (ii) any other account
established pursuant to a control agreement on essentially the terms of the
Control Agreement to which assets from the account established in (i) above
have been transferred, and any and all cash, cash equivalents, certificated
securities, documents, financial assets, instruments, investment property,
securities, securities entitlements, uncertificated securities, and, to the
extent not included in the foregoing, other personal property of any kind
or description deposited in such account, and all interest, dividends or
other proceeds therefrom.
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"Code" means the Uniform Commercial Code as presently in effect in the
----
State of New York; provided that, if by reason of mandatory provisions of
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law, the perfection or the effect of perfection or non-perfection of the
security interests in any Collateral is governed by the Uniform Commercial
Code as in effect in any jurisdiction other than the State of New York,
"Code" means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such
perfection or the effect of perfection or non-perfection. Unless otherwise
indicated by the context herein, all uncapitalized terms which are defined
in the Code shall have their respective meanings as used in Article 9 of
the Code.
"Control Agreement" means that certain Control Agreement dated as of
-----------------
May 19, 1999 by and among Securities Intermediary, Debtor and Secured
Party.
"Designated Intercompany Notes" means those Intercompany Notes set
-----------------------------
forth on Exhibit B hereto.
---------
"Escrow Account" means account number 102449-020 established with
--------------
Escrow Agent pursuant to the Escrow Agreement, and any and all cash, cash
equivalents, certificated securities, documents, financial assets,
instruments, investment property, securities, securities entitlements,
uncertificated securities, and, to the extent not included in the
foregoing, other personal property of any kind or description deposited in
such Escrow Account, and all interest, dividends or other proceeds
therefrom.
"Escrow Agent" means State Street Bank and Trust Company, a
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Massachusetts chartered trust company.
"Escrow Agreement" means that certain Escrow and Control Agreement
----------------
dated as of May 19, 1999 by and among Escrow Agent, Debtor and Secured
Party.
"Event of Default" means any event specified in Section 6.01 hereof.
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"Inventory" means all inventory (as defined in the Code) at any time
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included in the Collateral, including, without limitation, motion picture
memorabilia.
"Obligations" means payment when due of indebtedness evidenced by the
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Notes in the principal sum not to exceed at any time outstanding of
$360,000,000, interest (including post-petition interest) as set forth in
the Indenture and the Notes, and premiums, penalties, and late charges
thereon; and (ii) all other indebtedness and other sums (including, without
limitation, all expenses, attorneys' fees, other fees, indemnifications,
reimbursements, damages, other monetary liabilities, and other charges) and
obligations that may or shall become due hereunder or under the Notes, the
Guarantees, the Indenture, or the other Collateral Documents, and (iii) any
and all renewals, modifications, amendments, extensions for any period,
supplements or restatements of any of the foregoing.
"Obligor" means any Person, other than Debtor, liable (whether
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directly or indirectly, primarily or secondarily) for the payment or
performance of any of the Obligations whether as maker, co-maker, endorser,
guarantor, accommodation party, general partner or otherwise.
"Permitted Encumbrances" means the items set forth on Exhibit F
---------------------- ---------
hereto.
"Securities Intermediary" means State Street Bank and Trust Company, a
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Massachusetts chartered trust company.
ARTICLE 3
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REPRESENTATIONS AND WARRANTIES
------------------------------
5
In order to induce Secured Party to accept this agreement, Debtor
represents and warrants to Secured Party (which representations and warranties
will survive the creation and payment of the Obligations) that:
Section 3.01. Ownership of Collateral; Absence of Encumbrances and
----------------------------------------------------
Restrictions.
------------
After giving effect to the use of proceeds of the Notes, Debtor is, and in
the case of property acquired after the date hereof, will be, the sole legal and
beneficial owner of the Collateral, holding good and indefeasible title to the
same, free and clear of all Liens except for Permitted Encumbrances and Debtor
has full right, power and authority to assign and grant a security interest in
the Collateral to Secured Party.
Section 3.02. No Required Consent.
-------------------
Except for such authorizations, consents or approvals previously obtained
and in effect, no authorization, consent, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body (other
than the filing of financing statements and the other documents required to
perfect or maintain the perfection of the Liens granted hereby) is required for
(i) the due execution, delivery and performance by Debtor of this Agreement,
(ii) the grant by Debtor of the security interest granted by this Agreement
(iii) the perfection of such security interest or (iv) the exercise by Secured
Party of its rights and remedies under this Agreement, except as may be required
by applicable gaming laws or in connection with the disposition of Collateral or
by federal or state securities laws or antitrust laws.
Section 3.03. Security Interest.
-----------------
After giving effect to the use of proceeds of the Notes, the grant of the
security interest in and Lien on the Collateral pursuant to this Agreement
creates a valid and continuing security interest in and Lien on the Collateral,
enforceable against Debtor, and, upon the filing of financing statements in the
appropriate offices for the locations of Collateral listed on Exhibit D hereof,
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possession of the Intercompany Notes by Secured Party, and the making of
appropriate filings with respect to the registered patents, trademarks and
copyrights, if any, constituting Collateral, the security interests granted
hereby will be perfected, prior to all other Liens except Permitted
Encumbrances, enforceable against third parties and securing payment of the
Obligations.
Section 3.04. No Fillings By Third Parties.
----------------------------
After giving effect to the use of proceeds of the Notes and other than any
financing statement or other public notice or recording naming Secured Party as
the secured party therein or financing statements with respect to Liens
permitted hereunder, no financing statement or other public notice or recording
covering the Collateral is on file in any public office and Debtor has not
signed any document or agreement authorizing the filing of any such financing
statement or other public notice or recording so long as any of the Obligations
are outstanding.
Section 3.05. Name; No Name Changes.
---------------------
6
The name of the Debtor set forth on Exhibit D hereto is the true and
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correct legal name of Debtor, and, except as described on Exhibit D hereto,
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Debtor has not, during the preceding five (5) years, entered into any contract,
agreement, security instrument or other document using a name other than, or
been known by or otherwise used any name other than, the name used by Debtor
herein.
Section 3.06. Location of Debtor and Collateral.
---------------------------------
Debtor's chief executive office, principal place of business and the
locations of Debtor's records concerning the Collateral are as set forth on
Exhibit D hereto. Except as disclosed on Exhibit D, all tangible Collateral of
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Debtor other than Collateral in the Escrow Account and Aurora Expansion Cash
Account are located in the locations set forth on Exhibit D hereto.
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Section 3.07. Collateral.
----------
All statements or other information provided by Debtor to Secured Party
describing or with respect to the Collateral is, (or, in the case of
subsequently furnished information, will be when provided) correct and complete
in all material respects. The delivery at any time by Debtor to Secured Party
of additional descriptions of Collateral shall constitute a representation and
warranty by Debtor to Secured Party hereunder that the representations and
warranties of this Article 3 are correct insofar as they would pertain to such
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Collateral or the descriptions thereof, except as indicated thereon.
Section 3.08. Delivery of Documents.
---------------------
With respect to any Collateral (if any) covered by one or more
certificates of title or other documents of title evidencing ownership or
possession thereof, each of such certificates or documents of title shall, after
the occurrence and during the continuance of an Event of Default and at the
request of the Secured Party, be delivered to Secured Party (provided that all
certificates and documents of title referred to in Section 1.02 shall be subject
------------
to the security interest created by this Agreement irrespective of whether or
not such delivery shall have been made).
Section 3.09. Intercompany Notes.
------------------
Debtor warrants that: (a) Debtor is the sole owner of its entire interest
in the Intercompany Notes; (b) the Intercompany Notes and the documents securing
the Intercompany Notes are valid and enforceable (except that (i) the
enforceability of any rights to indemnity and contribution may be limited by
federal or state securities laws or principles of public policy, (ii) the
enforceability thereof may be subject to applicable bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, moratorium and similar laws
affecting creditors' and remedies generally and (iii) the enforceability thereof
may be subject to general principals of equity, regardless of whether
enforcement is sought in a proceeding at law or in equity); (c) except for the
Intercompany Note described in paragraph 1 of Exhibit B attached hereto, the
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Intercompany Notes have not been altered, modified or amended in any manner
whatsoever; (d) none of the respective parties named in the Intercompany Notes
are in default under any of the terms, covenants or conditions thereof or under
the documents securing the Intercompany Notes;
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and (e) Debtor's interest under the Intercompany Notes is assignable pursuant to
the terms hereof and thereof.
ARTICLE 4
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COVENANTS AND AGREEMENTS
------------------------
Debtor will at all times comply with the covenants and agreements contained
in this Article 4, from the date hereof and for so long as any part of the
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Obligations are outstanding.
Section 4.01. Change in Location of Collateral or Debtor.
------------------------------------------
Except with respect to Collateral under repair or temporarily in transit
between locations (and in any such case, for a period not to exceed four (4)
months), Debtor will not change the location of the Collateral to any state,
county or other jurisdiction in which Secured Party has not already filed a
financing statement or taken other necessary steps to perfect or maintain its
security interests in the Collateral without Secured Party's prior written
consent and the delivery of such new financing statements or other documentation
as may be reasonably necessary or required by Secured Party to ensure the
continued perfection and priority of its security interest in the Collateral.
Debtor will not change the location of Debtor's chief executive office,
principal place of business or the locations of Debtor's records concerning the
Collateral unless Debtor shall have given Secured Party at least thirty (30)
days prior written notice thereof and shall have delivered to Secured Party such
new financing statements or other documentation as may be reasonably necessary
or required by Secured Party to ensure the continued perfection and priority of
its security interest in the Collateral.
Section 4.02. Change in Debtor's Name or Corporate Structure.
----------------------------------------------
Debtor will not change its name, identity or corporate structure
(including, without limitation, any merger, consolidation or sale of
substantially all of its assets) unless Debtor shall have given Secured Party at
least thirty (30) days prior written notice thereof and shall have delivered to
Secured Party such new financing statements or other documentation as may be
reasonably necessary or required by Secured Party to ensure the continued
perfection and priority of its security interest in the Collateral.
Section 4.03. Documents: Collateral in Possession of Third Parties.
----------------------------------------------------
If certificates of title or other documents evidencing ownership or
possession of the Collateral are issued or outstanding, Debtor will, after the
occurrence and during the continuance or an Event of Default and at the request
of the Secured Party, cause the interest of Secured Party to be properly noted
thereon and will, forthwith upon receipt, deliver same to Secured Party. If any
material portion of the Collateral is at any time in the possession or control
of any warehouseman, bailee, agent or independent contractor, Debtor shall
notify such Person of Secured Party's security interest in such Collateral. Upon
Secured Party's request, Debtor shall instruct any such Person to hold all such
Collateral for Secured Party's account subject to Debtor's instructions, or, if
an Event of Default shall have occurred, subject to Secured Party's
instructions.
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Section 4.04. Delivery of Letters of Credit and Instruments.
---------------------------------------------
After the occurrence and during the continuance of an Event of Default and
upon the request of the Secured Party, Debtor will deliver each letter of
credit, if any, included in the Collateral to Secured Party, in each case
forthwith upon receipt by or for the account of Debtor. After the occurrence
and during the continuance of an Event of Default and upon the request of the
Secured Party, if any Account becomes evidenced by a promissory note, trade
acceptance or any other instrument for the payment of money (other than checks
or drafts in payment of Accounts collected by Debtor in the ordinary course of
business prior to notification by Secured Party under Section 6.02(h)), Debtor
--------------
will immediately deliver such instrument to Secured Party appropriately endorsed
and, regardless of the form of presentment, demand, notice of dishonor, protest
and notice of protest with respect thereto, Debtor will remain liable thereon
until such instrument is paid in full.
Section 4.05. Sale, Disposition or Encumbrance of Collateral.
----------------------------------------------
Except as permitted pursuant to the provisions of the Indenture, by
Section 4.09 of this Agreement or with Secured Party's prior written consent,
------------
Debtor will not in any way encumber any of the Collateral (or permit or suffer
any of the Collateral to be encumbered) or sell, assign, lend, rent, lease or
otherwise dispose of or transfer any of the Collateral to or in favor of any
Person other than Secured Party.
Section 4.06. Records and Information.
-----------------------
Debtor shall keep accurate and complete records of the Collateral
(including proceeds). Secured Party may at any time upon reasonable prior notice
have access during normal business hours to, examine, audit, make extracts from
and inspect without hindrance or delay Debtor's records, files and the
Collateral. Debtor will promptly provide written notice to Secured Party of all
information which in any way relates to or affects the filing of any financing
statement or other public notices or recordings, or the delivery and possession
of items of Collateral, for the purpose of perfecting a security interest in the
Collateral. Debtor will also promptly furnish such information as Secured Party
may from time to time reasonably request regarding the Collateral or Secured
Party's rights or remedies with respect thereto.
Section 4.07. Reimbursement of Expenses.
-------------------------
Debtor hereby assumes all liability for the Collateral, the security
interests created hereunder and any use, possession, maintenance, management,
enforcement or collection of any or all of the Collateral. Debtor agrees to
indemnify and hold Secured Party harmless from and against and covenants to
defend Secured Party against any and all losses, damages, claims, costs,
penalties, liabilities and expenses, including, without limitation, court costs
and reasonable attorneys' fees, incurred because of, incident to, or with
respect to the Collateral (including, without limitation, any use, possession,
maintenance or management thereof, or any injuries to or deaths of persons or
damage to property, except to the extent caused by the gross negligence or
willful misconduct of the Secured Party). All amounts for which Debtor is liable
pursuant to this Section 4.07 shall be due and payable by Debtor to Secured
------------
Party upon demand. If Debtor fails to make such payment upon demand (or if
demand is not made due to an injunction or stay
9
arising from bankruptcy or other proceedings) and Secured Party pays such
amount, the same shall be due and payable by Debtor to Secured Party, plus
interest thereon from the date of Secured Party's demand (or from the date of
Secured Party's payment if demand is not made due to such proceedings) at the
interest rate applicable to overdue principal as provided in the Notes.
Section 4.08. Further Assurances.
------------------
Upon the request of Secured Party, Debtor shall (at Debtor's expense)
execute and deliver all such assignments, certificates, financing statements or
other documents and give further assurances and do all other acts and things as
Secured Party may reasonably request to perfect Secured Party's interest in the
Collateral or to protect, enforce or otherwise effect Secured Party's rights and
remedies hereunder.
Section 4.09. Inventory.
---------
Debtor may use the Inventory in any lawful manner not inconsistent with
this Agreement and the Indenture and with the terms of insurance thereon.
Section 4.10. Use of Collateral.
-----------------
Debtor will not use any Collateral in violation in any material respect of
any law, statute, ordinance, regulation or administrative order, or suffer it to
be so used.
Section 4.11. Collateral Attached to Other Property.
-------------------------------------
In the event that the Collateral is to be attached or affixed to any real
property, Debtor hereby agrees that this Agreement may be filed for record in
any appropriate real estate records as a financing statement which is a fixture
filing. In connection therewith, Debtor will take whatever action is required
by Section 4.08 hereof. If Debtor is not the record owner of such real
------------
property, Debtor will provide Secured Party with any additional security
agreements or financing statements necessary for the perfection of Secured
Party's security interest in the Collateral. If the Collateral is wholly or
partly affixed to real estate or installed in or affixed to other goods, Debtor
will, on demand of Secured Party, use commercially reasonable efforts to furnish
Secured Party with landlord's waivers, signed by all Persons having an interest
in the real estate or other goods to which the Collateral may have become
affixed, permitting the Secured Party access to the Collateral at all reasonable
times and granting the Secured Party a reasonable period of time after which to
remove the Collateral after an Event of Default.
Section 4.12. Intercompany Notes.
------------------
Debtor covenants with Secured Party to properly endorse (using the form of
endorsement attached hereto as Exhibit E) and deliver the Intercompany Notes to
---------
Secured Party contemporaneously with the execution of this Agreement. Debtor
covenants with Secured Party to observe and perform all the material obligations
imposed upon it under the Designated Intercompany Notes and the documents
securing such Designated Intercompany Notes and, except as permitted by such
security documents securing such Designated Intercompany Notes, this Agreement,
or the Indenture, not to do or permit to be done anything to impair the security
thereof; not to execute any other assignment of its interest in the Designated
Intercompany Notes
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except as may be otherwise agreed to in writing by Secured Party and except as
provided herein; not to alter, modify or change the terms of the Designated
Intercompany Notes and the documents securing such Designated Intercompany Notes
without the prior written consent of Secured Party, or, except as permitted by
the security documents creating such security (the conditions for release of
Liens of the Collateral Documents (as defined in the Indenture) being likewise
applicable to such security documents), and, except as expressly permitted by
the terms of any Designated Intercompany Note, cancel, terminate or prepay any
Designated Intercompany Note or any of the security for such Designated
Intercompany Note or accept a surrender thereof so as to effect directly or
indirectly, proximately or remotely, a cancellation, termination, prepayment or
diminution of the obligations of the parties thereunder; and to execute and
deliver, at the request of Secured Party, all such further assurances,
acknowledgments, and certificates for the purposes hereof as Secured Party shall
from time to time reasonably require.
ARTICLE 5
---------
RIGHTS, DUTIES AND POWERS OF SECURED PARTY
------------------------------------------
Secured Party shall have the following rights, duties and powers:
Section 5.01. Discharge Encumbrances.
----------------------
After the occurrence and during the continuance of an Event of Default,
Secured Party may, at its option, discharge any taxes, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and may pay
for insurance on the Collateral to the extent required by this Agreement or the
Indenture and not obtained by Debtor. Debtor agrees to reimburse Secured Party
upon demand for any payment so made, plus interest thereon from the date of
Secured Party's demand at the interest rate applicable to overdue principal as
provided in the Notes.
Section 5.02. Licenses and Rights to Use Collateral.
-------------------------------------
After the occurrence and during the continuance of an Event of Default, in
connection with any transfer or sale (to Secured Party or any other Person) of
the Collateral, Secured Party is hereby granted a transferable license or other
right to use, without any charge, any of Debtor's labels, patents, copyrights,
trade names, trade secrets, trademarks or other similar property in completing
production, advertising or selling such Collateral except any of the foregoing
property which is expressly prohibited by its terms from being assigned or
licensed. After the occurrence and during the continuance of an Event of
Default, Debtor's rights under all licenses and franchise agreements shall inure
to the benefit of Secured Party and any transferee of all or any part of the
Collateral.
Section 5.03. Cumulative and Other Rights.
---------------------------
The rights, powers and remedies of Secured Party hereunder are in addition
to all rights, powers and remedies given by law or in equity. The exercise by
Secured Party of any one or more of the rights, powers and remedies herein shall
not be construed as a waiver of any other rights, powers and remedies,
including, without limitation, any other rights of set-off (which set-off rights
may be exercised only after the occurrence and during the continuance of an
Event of
11
Default). If any of the Obligations are given in renewal, extension for any
period or rearrangement, or applied toward the payment of debt secured by any
Lien, Secured Party shall be, and is hereby, subrogated to all the rights,
titles, interests and liens securing the debt so renewed, extended, rearranged
or paid.
Section 5.04. Disclaimer of Certain Duties.
----------------------------
(a) The powers conferred upon Secured Party by this Agreement are to
protect its interest in the Collateral and shall not impose any duty upon
Secured Party to exercise any such powers. Debtor hereby agrees that
Secured Party shall not be liable for, nor shall the indebtedness evidenced
by the Obligations be diminished by, Secured Party's delay or failure to
collect upon, foreclose, sell, take possession of or otherwise obtain value
for the Collateral. Nothing herein shall affect any obligation of Secured
Party to the Holders under the Indenture or under applicable law.
(b) To the fullest extent permitted by applicable law and except as
may be required by the Indenture, Secured Party shall be under no duty
whatsoever to make or give any presentment, notice of dishonor, protest,
demand for performance, notice of non-performance, notice of intent to
accelerate, notice of acceleration, or other notice or demand in connection
with any Collateral or the Obligations, or to take any steps reasonably
necessary to preserve any rights against any Obligor, Account Debtor or
other Person. Debtor waives any right of marshaling in respect of any and
all Collateral, and waives any right to require Secured Party to proceed
against any Obligor, Account Debtor or other Person, exhaust any Collateral
or enforce any other remedy which Secured Party now has or may hereafter
have against any Obligor or other Person.
Section 5.05. Modification of Obligations; Other Security.
-------------------------------------------
Except as specifically provided for in the Indenture, Debtor waives (i) any
and all notice of acceptance, creation, modification, rearrangement, renewal or
extension for any period of any instrument executed by any Obligor in connection
with the Obligations and (ii) any defense of any Obligor by reason of
disability, lack of authorization, cessation of the liability of any Obligor or
for any other reason. Debtor authorizes Secured Party, without notice or demand
and without any reservation of rights against Debtor and without affecting
Debtor's liability hereunder or on the Obligations, from time to time to (x)
after the occurrence and during the continuance of an Event of Default and after
the acceleration of the Notes, apply the Collateral in the manner permitted by
this Agreement or Indenture and (y) after the occurrence and during the
continuance of an Event of Default and after the acceleration of the Notes,
renew, extend for any period, accelerate, amend or modify, supplement, enforce,
compromise, settle, waive or release the obligations of any Obligor or any
instrument or agreement of such other Person with respect to any or all of the
Obligations or Collateral.
ARTICLE 6
---------
EVENTS OF DEFAULT
-----------------
Section 6.01. Events.
------
12
It shall constitute an Event of Default under this Agreement if an "Event
of Default" occurs and is continuing under the Indenture.
Section 6.02. Remedies.
--------
Upon the occurrence and during the continuance of any Event of Default,
Secured Party may take any or all of the following actions without notice
(except where expressly required below or in the Indenture) or demand to Debtor:
(a) Take possession of the Collateral, or at Secured Party's request,
Debtor shall, at Debtor's cost, assemble the Collateral and make it
available at a location to be specified by Secured Party which is
reasonably convenient to Debtor and Secured Party. In any event, Debtor
shall bear the risk of accidental loss or damage to or diminution in value
of the Collateral, and Secured Party shall have no liability whatsoever for
failure to obtain or maintain insurance, nor to determine whether any
insurance ever in force is adequate as to amount or as to risk insured.
(b) Sell, in one or more sales and in one or more parcels, or
otherwise dispose of any or all of the Collateral in its then condition or
in any other commercially reasonable manner as Secured Party may elect, in
a public or private transaction, at any location as deemed reasonable by
Secured Party (including, without limitation, Debtor's premises), for cash
at such price as Secured Party may deem fair, and (unless prohibited by the
Code, as adopted in any applicable jurisdiction) Secured Party may be the
purchaser of any or all Collateral so sold and may apply upon the purchase
price therefor any Obligations secured hereby. Any such sale or transfer
by Secured Party either to itself or to any other Person shall be
absolutely free from any claim of right by Debtor, including any equity or
right of redemption, stay or appraisal which Debtor has or may have under
any rule of law, regulation or statute now existing or hereafter adopted.
Upon any such sale or transfer, Secured Party shall have the right to
deliver, assign and transfer to the purchaser or transferee thereof the
Collateral so sold or transferred. It shall not be necessary that the
Collateral or any part thereof be present at the location of any such sale
or transfer. Secured Party may, at its discretion, provide for a public
sale, and any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as Secured Party may
fix in the notice of such sale. Secured Party shall not be obligated to
make any sale pursuant to any such notice. Secured Party may, without
notice or publication, adjourn any public or private sale by announcement
at any time and place fixed for such sale, and such sale may be made at any
time or place to which the same may be so adjourned. In the event any sale
or transfer hereunder is not completed or is defective in the opinion of
Secured Party, such sale or transfer shall not exhaust the rights of
Secured Party hereunder, and Secured Party shall have the right to cause
one or more subsequent sales or transfers to be made hereunder. If only
part of the Collateral is sold or transferred such that the Obligations
remain outstanding (in whole or in part), Secured Party's rights and
remedies hereunder shall not be exhausted, waived or modified, and Secured
Party is specifically empowered to make one or more successive sales or
transfers until all the Collateral shall be sold or transferred and all the
Obligations are paid. In the event that Secured Party elects not to sell
the Collateral, Secured Party retains its rights to lease or otherwise
dispose of or utilize the Collateral or any part or
13
parts thereof in any manner authorized or permitted by law or in equity,
and to apply the proceeds of the same towards payment of the Obligations.
Each and every method of disposition of the Collateral described in this
subsection or in subsection (f) shall constitute disposition in a
--
commercially reasonable manner.
(c) Take possession of all books and records of Debtor pertaining to
the Collateral. Secured Party shall have the authority to enter upon any
real property or improvements thereon in order to obtain any such books or
records, or any Collateral located thereon, and remove the same therefrom
without liability.
(d) Apply proceeds of the disposition of the Collateral to the
Obligations in accordance with the Indenture. Such application may
include, without limitation, the reasonable expenses of retaking, holding,
preparing, for sale or other disposition, and the reasonable attorneys'
fees and legal expenses incurred by Secured Party.
(e) Appoint any Person as agent to perform any act or acts necessary
or incident to any sale or transfer by Secured Party of the Collateral.
Additionally, any sale or transfer hereunder may be conducted by an
auctioneer or any officer or agent of Secured Party.
(f) Execute, assign and endorse negotiable and other instruments for
the payment of money, documents of title or other evidences of payment,
shipment or storage for any form of Collateral on behalf of and in the name
of Debtor.
(g) Notify or require Debtor to notify Account Debtors that the
Accounts have been assigned to Secured Party and direct such Account
Debtors to make payments on the Accounts directly to Secured Party. To the
extent Secured Party does not so elect, Debtor shall continue to collect
the Accounts. Secured Party or its designee shall also have the right, in
its own name or in the name of Debtor, to do any of the following: (i) to
demand, collect, receipt for, settle, compromise any amounts due, give
acquittances for, prosecute or defend any action which may be in relation
to any monies due, or to become due by virtue of, the Accounts; (ii) to
sell, transfer or assign or otherwise deal in the Accounts or the proceeds
thereof or the related goods, as fully and effectively as if Secured Party
were the absolute owner thereof, (iii) to extend the time of payment of any
of the Accounts, to grant waivers and make any allowance or other
adjustment with reference thereto; (iv) to take control of cash and other
proceeds of any Collateral; (v) to send a request for verification of
Accounts to any Account Debtor; and (vi) to do all other acts and things
necessary to carry out the intent of this Agreement. After the occurrence
and during the continuance of an Event of Default and the acceleration of
the Notes, Secured Party shall also have the rights to receive and collect
payment directly from the makers of the Intercompany Notes of all sums and
amounts payable on or with respect to the Intercompany Notes; provided that
all such sums so paid to and received by Secured Party shall be applied by
Secured Party as a credit on any sums owing under the Obligations, and to
exercise and enforce all of the other rights, powers and remedies of the
holder and owner of the Intercompany Notes and the liens securing the
payment thereof.
14
(h) Exercise all other rights and remedies permitted by law or in
equity.
Section 6.03. Attorney-in-Fact.
----------------
Debtor hereby irrevocably appoints Secured Party as Debtor's attorney-in-
fact, with full authority in the place and stead of Debtor and in the name of
Debtor or otherwise, from time to time in Secured Party's discretion upon the
occurrence and during the continuance of an Event of Default, but at Debtor's
cost and expense and without notice to Debtor:
(a) To obtain, adjust, sell and cancel any insurance with respect to
the Collateral, and endorse any draft drawn by insurers of the Collateral.
Secured Party may apply any proceeds or unearned premiums of such insurance
to the Obligations (whether or not due).
(b) To take any action and to execute any assignment, certificate,
financing statement, notification, document or instrument which Secured
Party may reasonably deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to Debtor representing any payment or
other distribution in respect of the Collateral or any part thereof and to
give full discharge for the same.
Section 6.04. Account Debtors.
---------------
Any payment or settlement of an Account made by an Account Debtor will be,
to the extent of such payment or to the extent provided under such settlement, a
release, discharge and acquittance of the Account Debtor with respect to such
Account, and Debtor shall take any action as may reasonably be required by
Secured Party in connection therewith. No Account Debtor on any Account will
ever be bound to make inquiry as to the termination of this Agreement or the
rights of Secured Party to act hereunder, but shall be fully protected by Debtor
in making payment directly to Secured Party.
Section 6.05. Liability for Deficiency.
------------------------
If any sale or other disposition of Collateral by Secured Party or any
other action of Secured Party hereunder results in reduction of the Obligations,
such action will not release Debtor from its liability to Secured Party for any
unpaid Obligations, including costs, charges and expenses incurred in the
liquidation of Collateral, together with interest thereon at the rate then
applicable under the Indenture, and the same shall be immediately due and
payable to Secured Party at Secured Party's address set forth in the Indenture.
Section 6.06. Reasonable Notice.
-----------------
If any applicable provision of any law requires Secured Party to give
reasonable notice of any sale or disposition or other action, Debtor hereby
agrees that ten (10) days' prior written notice shall constitute reasonable
notice thereof. Such notice, in the case of public sale, shall state the time
and place fixed for such sale and, in the case of private sale, the time after
which such sale is to be made.
15
Section 6.07. Non-judicial Enforcement. Secured Party may enforce its
------------------------
rights hereunder without prior judicial process or judicial hearing, and to the
extent permitted by law Debtor expressly waives any and all legal rights which
might otherwise require Secured Party to enforce its rights by judicial process.
ARTICLE 7
---------
MISCELLANEOUS PROVISIONS
------------------------
Section 7.01. Notices.
-------
Any notice required or permitted to be given under or in connection with
this Agreement shall be given in accordance with the notice provisions of the
Indenture.
Section 7.02. Amendments and Waivers.
----------------------
Secured Party's acceptance of partial or delinquent payments or any
forbearance, failure or delay by Secured Party in exercising any right, power or
remedy hereunder shall not be deemed a waiver of any obligation of Debtor or any
Obligor, or of any right, power or remedy of Secured Party; and no partial
exercise of any right, power or remedy shall preclude any other or further
exercise thereof. Secured Party may remedy any Event of Default hereunder or in
connection with the Obligations without waiving the Event of Default so
remedied. Debtor hereby agrees that if Secured Party agrees to a waiver of any
provision hereunder, or an exchange of or release of the Collateral, or the
addition or release of any Obligor or other Person, any such action shall not
constitute a waiver of any of Secured Party's other rights or of Debtor's
obligations hereunder. This Agreement may be amended only by an instrument in
writing executed jointly by Debtor and Secured Party and may be supplemented
only by documents delivered or to be delivered in accordance with the express
terms hereof.
Section 7.03. Copy as Financing Statement.
---------------------------
A photocopy or other reproduction of this Agreement or any financing
statement covering the Collateral is sufficient as a financing statement, and
the same may be filed with any appropriate filing authority for the purpose of
perfecting Secured Party's security interest in the Collateral.
Section 7.04. Possession of Collateral.
------------------------
Secured Party shall be deemed to have possession of any Collateral in
transit to it or set apart for it (or, in either case, any of its agents,
affiliates or correspondents).
Section 7.05. Redelivery of Collateral.
------------------------
If any sale or transfer of Collateral by Secured Party results in full
satisfaction of the Obligations, and after such sale or transfer and discharge
there remains a surplus of proceeds, Secured Party will deliver to Debtor such
excess proceeds in a commercially reasonable time; provided, however, that
Secured Party shall not be liable for any interest, cost or expense in
connection with any reasonable delay in delivering such proceeds to Debtor.
16
Section 7.06. Governing Law; Jurisdiction.
---------------------------
This Agreement and the security interest granted hereby shall be construed
in accordance with and governed by the laws of the State of New York (except to
the extent that the laws of any other jurisdiction govern the perfection and
priority of the security interests granted hereby).
Section 7.07. Gaming Authority.
----------------
Each of the provisions of this Agreement is subject to, and shall be
enforced in compliance with, any requirements imposed by any applicable Gaming
Authority.
Section 7.08. Continuing Security Agreement.
-----------------------------
(a) Except as may be expressly applicable pursuant to Section 9-505
of the Code, no action taken or omission to act by Secured Party hereunder,
including, without limitation, any action taken or inaction pursuant to
Section 6.02 hereof, shall be deemed to constitute a retention of the
------------
Collateral in satisfaction of the Obligations or otherwise to be in full
satisfaction of the Obligations, and the Obligations shall remain in full
force and effect, until Secured Party shall have applied payments
(including, without limitation, collections from Collateral) towards the
Obligations in the full amount then outstanding or until such subsequent
time as is hereinafter provided in Section 7.08(b) below.
--------------
(b) To the extent that any payments on the Obligations or proceeds of
the Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law
or equitable cause, then to such extent the Obligations so satisfied shall
be revived and continue as if such payment or proceeds had not been
received by Secured Party, and Secured Party's security interests, rights,
powers and remedies hereunder shall continue in full force and effect. In
such event, this Agreement shall be automatically reinstated if it shall
theretofore have been terminated pursuant to Section 7.09 hereof.
------------
Section 7.09. Termination.
-----------
The grant of a security interest hereunder and all of Secured Party's
rights, powers and remedies in connection therewith shall unless otherwise
provided in the Indenture or this Agreement, remain in full force and effect
until payment in full of (A) the Notes under the terms of the Indenture and (B)
all obligations then due and owing under the Indenture, the Notes and the
Collateral Documents; provided, however, that after receipt from the Debtor by
-------- -------
the Trustee of a request for a release of any Collateral not prohibited under
the Indenture upon the sale, transfer, assignment, exchange or other disposition
of such Collateral permitted by the Indenture (and upon receipt by the Trustee
of all proceeds of such sale, transfer, assignment, exchange or other
disposition to the extent required to be remitted to the Trustee under the
Indenture or otherwise), such Collateral shall be released from the lien and
security interest created hereunder in accordance with the provisions of the
Indenture and shall no longer constitute Collateral. Upon the payment in full of
(A) the Notes under the terms of the Indenture and (B) all obligations then due
and owing under the Indenture and the Collateral Documents, the Debtor shall be
entitled to
17
the return, upon its request and at its expense, of such of the Collateral
pledged by it as shall not have been sold or otherwise applied pursuant to the
terms hereof. Notwithstanding the foregoing, the reimbursement and
indemnification provisions of Section 4.07 and the provisions of subsection
------------ ----------
7.08(b) shall survive the termination of this Agreement.
-------
Upon any termination of this Agreement or release of any Collateral as
permitted by the Indenture the Trustee will, at the expense of the Debtor,
execute and deliver to the Debtor such documents and take such other actions as
the Debtor shall reasonably request to evidence the termination of this
Agreement or the release of such collateral, as the case may be. Any such
action taken by the Trustee shall be without warranty by or recourse to the
Trustee, except as to the absence of any prior assignments by the Trustee of its
interests in the Collateral, and shall be at the expense of the Debtor. The
Trustee may conclusively rely on any certificate delivered to it by the Debtor
stating that the execution of such documents and release of the Collateral is in
accordance with and permitted by the terms of the Indenture and this Agreement.
Section 7.10. Counterparts, Effectiveness.
---------------------------
This Agreement may be executed in two or more counterparts. Each
counterpart is deemed an original, but all such counterparts taken together
constitute one and the same instrument This Agreement becomes effective upon the
execution hereof by Debtor and delivery of the same to Secured Party, and it is
not necessary for Secured Party to execute any acceptance hereof or otherwise
signify or express its acceptance hereof.
Section 7.11. Indenture.
---------
This Agreement is subject to the terms, conditions and provisions of the
Indenture. To the extent a term or provision of this Agreement conflicts with
the Indenture, the Indenture shall control with respect to the subject matter of
such term or provision.
Section 7.12. Rights of Noteholders.
---------------------
No Holder of a Note shall have any independent rights hereunder other than
those rights granted to individual Holders of Notes pursuant to the Indenture;
provided that nothing in this Section 7.12 shall limit any rights granted to the
-------- ---- ------------
Trustee under the Notes, the Indenture or the Collateral Documents.
Section 7.13. No Personal Liability of Directors, Officers, Employees and
-----------------------------------------------------------
Stockholders.
------------
No past, present or future director, officer, employee, incorporator or
stockholder of the Debtor as such or any successor Person, as such, shall have
any liability for any obligations of the Debtor under the Notes, the Collateral
Documents, this Agreement or for any claim based on, in respect of, or by reason
of, such obligations or their creation.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Debtor has caused this Security Agreement to be
executed as of the date first above written.
DEBTOR: HOLLYWOOD CASINO CORPORATION
------
/s/ Xxxx X. Xxxxx
-------------------
Xxxx X. Xxxxx
Executive Vice President and
Chief Financial Officer
18
By:
Name:
Title:
EXHIBIT A
---------
CONTRACTS
---------
1. Escrow and Control Agreement dated as of May 19, 1999, by and among
State Street Bank and Trust Company, as Escrow Agent and Securities
Intermediary, Debtor and Secured Party.
2. Control Agreement dated as of May 19, 1999, by and among State Street
Bank and Trust Company, as Securities Intermediary, Debtor and Secured Party.
3. License Agreement dated as of November 16, 1994, by and between Debtor
and Summit Tunica Partnership, a Mississippi limited partnership.
4. License Agreement dated as of November 16, 1994, by and between Debtor
and Hollywood Casino-Aurora, Inc., an Illinois corporation.
EXHIBIT B
---------
INTERCOMPANY NOTES
------------------
1. Amended and Restated Promissory Note executed by HWCC-Tunica, Inc.
payable to the order of Debtor, dated of even date herewith, in the original
principal amount of $87,045,000, which Note is secured by, among other things,
the liens and security interests granted by the following security documents
executed by HWCC-Tunica, Inc. in favor of Debtor and dated of even date
herewith: Intercompany Security Agreement; Leasehold Deed of Trust, Security
Agreement, Assignment of Leases and Rents, Fixture Filing and Financing
Statement; and Second Preferred Ship Mortgage.
2. Promissory Note dated of even date herewith in the original principal
amount of $108,000,000 executed by Hollywood Casino-Aurora, Inc., payable to the
order of Debtor, which Note is secured, among other things, by the following
security documents executed by Hollywood Casino-Aurora, Inc. in favor of Debtor
and dated of even date herewith: Intercompany Security Agreement; Mortgage,
Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture
Filing and Financing Statement; and First Preferred Fleet Mortgage.
EXHIBIT C
---------
to
SECURITY AGREEMENT
TRADEMARK REGISTRATIONS
-----------------------
XXXX REG. NO. REG. DATE
--------------------------------------------------------------------------------
HOLLYWOOD CASINO & DESIGN 1,849,650 08/09/94
HOLLYWOOD CASINO 1,851,759 08/30/94
RUDOLFO'S 1,865,043 11/29/94
HOLLYWOOD DIRECTOR'S LOUNGE & DESIGN 1,874,322 01/17/95
HOLLYWOOD DIRECTOR'S LOUNGE 1,880,151 02/21/95
CAFE HARLOW 1,880,969 02/28/95
CLUB HARLOW & DESIGN 1,882,606 03/07/95
CAFE HARLOW CUISINE AMERICAIN & DESIGN 1,884,060 03/14/95
CLUB HARLOW 1,885,408 03/21/95
HOLLYWOOD TAKE TWO & DESIGN 1,885,409 03/21/95
HOLLYWOOD TAKE TWO 1,885,410 03/21/95
HOLLYWOOD TAKE ONE & DESIGN 1,885,411 03/21/95
HOLLYWOOD TAKE ONE 1,885,412 03/21/95
RUDOLFO'S RISTORANTE 1,927,611 10/17/95
RUDOLFO'S ROMANTIC ITALIAN DINING & DESIGN 1,891,855 04/25/95
HOLLYWOOD EPIC BUFFET 1,902,030 06/27/95
HOLLYWOOD EPIC BUFFET & DESIGN 1,903,176 07/04/95
HOLLYWOOD CASINO 1,903,858 07/04/95
HOLLYWOOD MARQUEE 1,904,686 07/11/95
HOLLYWOOD SCREEN TEST 1,904,687 07/11/95
HOLLYWOOD MARQUEE and Design 1,990,629 08/06/96
(Serial No. 74-395727)
FAIRBANKS A SWASHBUCKLING 1,926,892 10/17/95
STEAKHOUSE and Design (Serial No. 74-395732)
FAIRBANKS (Serial No. 74-395734) 1,974,466 05/21/96
HOLLYWOOD SCREEN TEST & Design 1,928,914 10/24/95
(Serial No. 74-395740)
HOLLYWOOD CASINO (Stylized) 1,949,319 01/16/96
(Serial No. 74-298908)
ADVENTURE SLOTS (Stylized) 2,043,723 03/11/97
ADVENTURE SLOTS & DESIGN 2,049,113 04/01/97
ADVENTURE SLOTS (Stylized) 2,050,964 04/08/97
ADVENTURE SLOTS 2,101,971 09/30/97
TRADEMARK APPLICATIONS
----------------------
XXXX SERIAL NO. FILING DATE
-------------------------------------------------------------------------------
HOLLYWOOD BOX OFFICE BAR 74/395,742 05/26/93
HOLLYWOOD BOX OFFICE BAR & DESIGN 74/395,743 05/26/93
HOLLYWOOD CASINO HOTEL 74/479,112 01/13/94
HOLLYWOOD CASINO STUDIO STORE 74/687,479 06/12/95
HOLLYWOOD STUDIO WORLD 75/063,112 02/26/96
HOLLYWOOD KIDZ 75/124,091 06/24/96
HOLLYWOOD CASINO & DESIGN 75/261,553 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,554 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,555 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,556 03/21/97
TRADEMARK LICENSES
------------------
COPYRIGHTS
----------
PATENTS
-------
EXHIBIT D
---------
Perfection
----------
(a) Legal Name of Debtor: Hollywood Casino Corporation
--------------------
(b) Other Names: None
-----------
(c) (i) Chief Executive Office and Principal Place of Business of Debtor:
----------------------------------------------------------------
Dallas County, Texas
(ii) Other Premises at which Collateral is Stored or Located:
-------------------------------------------------------
None
(iii) Locations of Records Concerning Collateral:
------------------------------------------
Dallas County, Texas
EXHIBIT E
---------
Form of Endorsement
-------------------
Reference is made to the foregoing Promissory Note (the "Note") made by
----
[HWCC-TUNICA, INC.] [HOLLYWOOD CASINO-AURORA, INC.] and payable to HOLLYWOOD
CASINO CORPORATION.
This Note is payable to the order of__________________________.
HOLLYWOOD CASINO CORPORATION
By:_________________________
Name:
Title:
EXHIBIT F
---------
Permitted Encumbrances
----------------------
1. Liens on the assets of the Company and any Guarantor created by the
Indenture and the Collateral Documents securing the Notes and the Note
Guarantees;
2. Liens in favor of the Company or the Guarantors;
3. Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company; provided, however, that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the
Company or the Restricted Subsidiary;
4. Liens on property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company, provided that such Liens
were in existence prior to the contemplation of such acquisition;
5. Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred
in the ordinary course of business;
6. Liens to secure Indebtedness permitted by clause (a) of Section 4.09
of the Indenture covering only inventory and accounts receivable;
7. Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (d) of the second paragraph of Section 4.09 of the Indenture
covering only the assets acquired with such Indebtedness;
8. Liens of record on the date of the Indenture;
9. Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provisions as shall be required in conformity with
GAAP shall have been made therefor;
10. Liens arising from UCC financing statements regarding property leased
by the Company or any of its Restricted Subsidiaries;
11. Liens of carriers, warehousemen, mechanics, landlords, materialmen,
repairmen or other like Liens arising by operation of law or in the ordinary
course of business and consistent with industry practices and Liens on deposits
made to obtain the release of such Liens if:
(a) the underlying Obligations are not overdue for a period of
more than 60 days, or
(b) such Liens are being contested in good faith and by
appropriate proceedings by the Company or applicable Restricted
Subsidiary and adequate reserves with respect thereto are maintained
on the books of the Company in accordance with GAAP, and
(c) the Company or applicable Restricted Subsidiary is in
compliance with the terms of the security documents applicable to such
Liens;
12. A Lien on a vessel to secure FF&E Financing or Capital Lease
Obligations in accordance with Section 4.09(d) of the Indenture where (a) the
creditor under such FF&E Financing or Capital Lease Obligations agrees to
release such Lien upon satisfaction of the Obligations under such FF&E Financing
or Capital Lease Obligations, (b) the creditor under such FF&E Financing or
Capital Lease Obligations agrees to release such Lien upon payment of the
proceeds from the sale of such vessel attributable to such FF&E Financing or
Capital Lease Obligations, (c) the creditor under such FF&E Financing or Capital
Lease Obligations acknowledges that such Lien does not create rights on the hull
or other equipment constituting such vessel, but shall be limited to the FF&E
specifically identified in such creditor's financing or lease and Lien
documents, (d) such Lien is expressly subject and subordinate to the Liens
granted in favor of the Trustee, (e) the creditor under such FF&E Financing or
Capital Lease Obligations agrees to promptly notify the Trustee of the
occurrence of any event of default under such creditor's financing or lease
documents, and (f) the creditor under such FF&E Financing or Capital Lease
Obligations acknowledges and agrees that it has no right to possess or use such
vessel or anything on board such vessel, except for its right to come on board
the vessel to inspect the related FF&E and, after the occurrence and continuance
of an event of default under such creditor's financing or lease documents, to
remove or repossess the subject FF&E, provided that such creditor's efforts to
remove or repossess such FF&E shall be commercially reasonable and shall not
damage the vessel, its hull or any other equipment constituting such vessel.
13. Liens incurred in the ordinary course of business of the Company or
any Restricted Subsidiary of the Company with respect to Obligations that do not
exceed Five Million Dollars ($5,000,000) at any one time outstanding.
14. Liens incurred and pledges made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and Social
Security benefits.
