Exhibit 9.4
DATED AS OF DECEMBER 17, 1999
HOLLYWOOD CASINO CORPORATION
VOTING TRUST AGREEMENT
("Agreement")
- by and between -
XXXX X. XXXXX, XX., AS TRUSTEE
OF THE X. X. XXXXX GIFT TRUST
("Shareholder")
- and -
XXXX X. XXXXX, XX.
("Proxy")
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT ("Agreement") is made and entered into as
of the 17/th/ day of December, 1999, by and between XXXX X. XXXXX, XX., as
Trustee os the X. X. Xxxxx Gift Trust ("Shareholder") and XXXX X. XXXXX,
XX.("Proxy").
W I T N E S S E T H :
---------------------
WHEREAS, Shareholder is a Texas Trust, whose business address is in
care of Xxxx X. Xxxxx, Xx., Trustee, Two Galleria Tower, Suite 2200, 00000 Xxxx
Xxxx, XX 00, Xxxxxx, Xxxxx 00000; and,
WHEREAS, Shareholder is the owner, either directly, indirectly or
beneficially, of 30,000 shares each of the issued and outstanding common stock
("the Stock") of Hollywood Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware ("the Corporation"); and,
WHEREAS, Proxy is an adult individual residing 0000 Xxxx Xxxx, Xxxxxx,
Xxxxx 00000; and,
WHEREAS, Shareholder, reposing a special trust and confidence in
Proxy, wishes to irrevocably assign all voting and other rights incident to the
Stock in Proxy under the terms and pursuant to the conditions set forth in this
Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholder and Proxy do hereby covenant and agree as
follows:
1. APPOINTMENT OF PROXY. Shareholder hereby (a) irrevocably
appoints Proxy as Shareholder's attorney-in-fact and (b) irrevocably grants and
assigns to Proxy
any and all voting rights Shareholder may now have, or may during the Term of
this Agreement acquire, all with respect to the Stock.
2. PROXY'S DUTIES/LIMITATION OF LIABILITY. In the discharge of his
obligations under this Agreement, Proxy shall have the right to vote the Stock
in such form and manner as Proxy, in the exercise of good faith and his prudent
business judgment, may deem in the best interest of Shareholder. Other than as
specifically set forth in this Paragraph 2, Proxy shall have no further duties
or obligations owing to Shareholder with regard to the Stock. Provided Proxy
acts pursuant to this Agreement in the exercise of good faith and his prudent
business judgment, Proxy shall not be personally liable to any person or entity
for any act or omission to act under this Agreement.
3. COVENANT NOT TO INFLUENCE. Shareholder hereby covenants and
agrees that he shall not exercise or attempt to exercise, directly or
indirectly, any control or influence over the Proxy with regard to any matter
concerning the voting of the Stock.
4. RELATIONSHIP BETWEEN SHAREHOLDER AND PROXY. Except as otherwise
specifically set forth in this Agreement, nothing contained or set forth in this
Agreement shall be construed so as to create any fiduciary or other relationship
between Shareholder and Proxy. In the course of exercising his duties under
this Agreement, Proxy shall not be entitled to receive any compensation or other
remuneration from Shareholder, provided, however, that Proxy shall be entitled
to retain and pay, on account of and for the benefit of Shareholder, such
professional services providers as Proxy may deem necessary or desirable. In
such event, Proxy shall pay for, and Shareholder shall reimburse Proxy for, the
costs of such professional services providers.
5. SUCCESSOR TRUSTEE. In the event Proxy is unable or unwilling to
serve, Shareholder shall have the right to appoint a Successor Proxy. Any such
Successor Proxy shall assume all rights and responsibilities of Proxy pursuant
to this Agreement but shall not be
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responsible for any acts or failures to act which occurred prior to such
Successor Proxy assuming all rights and responsibilities of Proxy under this
Agreement.
6. EFFECTIVE DATE/TERM/TERMINATION.
(a) Effective Date and Term. This Agreement shall become
effective as of the date and year first above written and shall
continue in force until December 31, 2001, unless sooner terminated as
provided in Paragraph 7(b) of this Agreement.
(b) Termination. This Agreement shall immediately terminate upon
the occurrence of Shareholder's' sale of all of the Stock pursuant to
the provisions of Paragraph 4 of this Agreement.
7. BEST EVIDENCE. This Agreement shall be executed in original and
"Xerox" or photostatic copies and each copy bearing original signatures of
Shareholder and Proxy in ink shall be deemed an original.
8. SUCCESSION. Subject to the provisions of Paragraph 6 of this
Agreement, this Agreement shall be binding upon and inure to the benefits of
Shareholder's and Proxy's respective heirs, successors and assigns.
9. AMENDMENT OR MODIFICATION. This Agreement may not be amended or
modified except upon a writing (i) signed by both Shareholder and Proxy and (ii)
approved by the Commission.
10. ASSIGNMENT. This Agreement shall not be assigned by either
Shareholder or Proxy without the prior written consent of both the non-assigning
party. Any purported assignment in violation of the provisions of this Paragraph
11 shall be deemed null and void and shall have no force or effect.
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11. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
12. NOTICES. Any and all written notices required by this Agreement
shall be either (i) hand delivered, (ii) mailed via certified mail, return
receipt requested, or (ii) delivered via any
commercial courier service, addressed to the following:
TO Shareholder: Xxxx X. Xxxxx, Xx., Trustee
--------------- X. X. Xxxxx Gift Trust
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
TO PROXY: Xxxx X. Xxxxx, Xx.
--------- 0000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000
WITH COPIES TO: General Counsel
--------------- Hollywood Casino Corporation
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
All notices hand delivered shall be deemed delivered as of the date
actually delivered. All notices mailed via certified mail, return receipt
requested, shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered via a commercial courier service shall be
deemed delivered as of the next business day after the date entrusted to such
commercial courier service. Any changes in any of the addresses listed in this
Paragraph 13 shall be made by written notice as provided in this Paragraph 13.
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13. INTERPRETATION. The preamble recitals to 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.
14. PAROL. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and this Agreement supersedes any prior understandings, agreements or
undertakings.
IN WITNESS WHEREOF, Shareholder and Proxy have executed and delivered
this Agreement as of the date and year first above written.
WITNESS: X. X. XXXXX GIFT TRUST
/s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxx Xx.
----------------------------- -----------------------------
Xxxx X. Xxxxx, Xx., Trustee
WITNESS:
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxx, Xx.
----------------------------- -----------------------------
Xxxx X. Xxxxx, Xx., Proxy
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