<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333-83081
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
--------------
HOLLYWOOD CASINO CORPORATION
and the Guarantors named in Footnote (1) below
(Exact Name of Co-Registrants as Specified in their Charters)
--------------
<TABLE>
<S> <C> <C>
Delaware 7011 75-2352412
(State or (Primary Standard Industrial (I.R.S. Employer Identification No.)
Other Classification Code Number)
Jurisdiction
of
Incorporation
or
Organization)
</TABLE>
William D. Pratt
Two Galleria Tower, Suite Executive Vice President, Secretary and General
2200 Counsel
13455 Noel Road Two Galleria Tower, Suite 2200
Dallas, Texas 75240 13455 Noel Road
(972) 392-7777 Dallas, Texas 75240
(972) 392-7777
(Address, Including Zip
Code, and Telephone Number, (Name and Address, Including Zip Code, and
including Area Code, of Co- Telephone Number, Including Area Code, of Agent
Registrants' Principal For Service)
Executive Offices)
--------------
With a copy to:
Michael A. Saslaw, Esq.
Weil, Gotshal & Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to the Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Maximum
Proposed Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Offering Registration
Securities to be Registered Registered Price Per Unit Price(2) Fee(3)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11 1/4% Senior Secured Notes
due 2007.................... 310,000,000 Not applicable $310,000,000 $86,180
- --------------------------------------------------------------------------------------------
Floating Rate Senior Secured
Notes due 2006.............. 50,000,000 Not applicable $50,000,000 $13,900
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Senior Subordinated
Guarantees(4) ............ -- -- -- --
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</TABLE>
(1) HWCC-Tunica, Inc., a Texas corporation (I.R.S. Employer Identification No.
75-2513808), and HWCC-Shreveport, Inc., a Louisiana corporation (I.R.S.
Employer Identification No. 75-2734327).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Previously paid in connection with the original filing.
(4) The 11 1/4% Senior Secured Notes due 2007 and the Floating Rate Senior
Secured Notes due 2006 are guaranteed by the Co-Registrants. No separate
consideration will be paid in respect of the guarantees.
The Co-Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Co-Registrants
shall file a further amendment which specifically states that this
Registration Statement thereafter shall become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. Indemnification of Directors and Officers.
Hollywood Casino Corporation
Hollywood Casino Corporation (the "Company") is incorporated under the laws
of the State of Delaware. Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), provides that a Delaware corporation may
indemnify any persons who were, are or are threatened to be made, parties to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of a corporation under the same conditions, provided that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer,
director, employee or agent is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director has actually and
reasonably incurred.
The Company's Amended and Restated Certificate of Incorporation (the
"Restated Certificate") and Bylaws provide for the indemnification of
directors, officers, employees and agents of the Company to the fullest extent
permitted by the DGCL, as it currently exists or may hereafter be amended. In
addition, the Restated Certificate provides that to the fullest extent
permitted by the DGCL, as it currently exists or may hereafter be amended, no
director of the Company will be liable to the Company or its stockholders for
monetary damages arising from a breach of fiduciary duty owed to the Company.
The above discussion of the Restated Certificate and Bylaws of the Company
and of Section 145 of the DGCL is not intended to be exhaustive and is
qualified in its entirety by the Restated Certificate and Bylaws of the
Company and the DGCL.
HWCC-Tunica, Inc.
The Articles of Incorporation and the Bylaws of HWCC-Tunica, Inc., a Texas
corporation ("Tunica"), provide for indemnification of directors and officers
to the fullest extent permitted by the Texas Business Corporation Act
("TBCA"). Pursuant to Article 2.02-1 of the TBCA, Tunica has the power to
indemnify its present and former directors and officers who are or were a
party, or are threatened to be made a party, to any proceeding, by reason of
their serving in such positions against expenses actually incurred in respect
of any proceeding in which the director or officer was not found liable for
willful intentional misconduct in the performance of his duty to Tunica. Such
power to indemnify only exists if the person conducted himself in good faith,
reasonably believed in the case of conduct in his official capacity as an
officer or director was in Tunica's best interests and in all other cases,
that his conduct was at least not opposed to Tunica's best interests and in
the case of any criminal proceedings, had no reasonable cause to believe that
his conduct was unlawful.
Indemnification is not available if any such person has been adjudged to
have been liable to Tunica or such person was found liable on the basis that
personal benefit was improperly received by him, whether or not the personal
benefit resulted from an action taken in the person's official capacity,
unless and only to the extent the
II-1
<PAGE>
court in which such action was brought determines that, despite the
adjudication of liability, but in view of all the circumstances, the person is
reasonable and fairly entitled to indemnification for such expenses as the
court shall deem proper.
Tunica has the power to purchase and maintain insurance for such persons.
The TBCA also expressly provides that the power to indemnify authorized
thereby is not exclusive of any rights granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise.
The above discussion of the Articles of Incorporation and Bylaws of Tunica
and of Article 2.02-1 of the TBCA is not intended to be exhaustive and is
qualified in its entirety by the Articles of Incorporation and Bylaws of
Tunica and the TBCA.
HWCC-Shreveport, Inc.
The Articles of Incorporation and the Bylaws of HWCC-Shreveport, Inc., a
Louisiana corporation ("Shreveport"), provide for the indemnification of
directors and officers to the fullest extent permitted by the Louisiana
Business Corporation Law ("LBCL"). Pursuant to Section 12:83 of the LBCL,
Shreveport has the power to indemnify its present and former directors and
officers who were or are a party, or are threatened to be made a party, to any
proceeding, by reason of their serving in such positions, against expenses
actually and reasonably believed to be in, or not opposed to, the best
interests of Shreveport.
Indemnification is not available if any such person has been adjudged to
have been liable to Shreveport, unless and only to the extent the court in
which such action was brought determines that, despite the adjudication of
liability, but in view of all the circumstances, the person is reasonably and
fairly entitled to indemnification for such expenses as the court shall deem
proper. Shreveport has the power to purchase and maintain insurance for such
persons. The LBCL also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
The above discussion of the Articles of Incorporation and Bylaws of
Shreveport and of Section 12:83 of the LBCL is not intended to be exhaustive
and is qualified in its entirety by the Articles of Incorporation and Bylaws
of Shreveport and the LBCL.
II-2
<PAGE>
ITEM 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
3.1 --Certificate of Incorporation of Hollywood Casino Corporation, as
amended.(1)
3.2 --Amended Bylaws of Hollywood Casino Corporation.(1)
3.3 --Articles of Incorporation of HWCC-Tunica, Inc. (7)
3.4 --Bylaws of HWCC-Tunica, Inc. (7)
3.5 --Articles of Incorporation of HWCC-Shreveport, Inc.+
3.6 --Bylaws of HWCC-Shreveport, Inc.+
4.1 --Indenture among Hollywood Casino Corporation as Issuer, and
HWCC-Shreveport, Inc., HWCC-Tunica, Inc. as Guarantors, and State
Street Bank and Trust Company, as Trustee, dated as of May 19,
1999.+
4.2 --Security Agreement made by Hollywood Casino Corporation, as
Debtor, to State Street Bank and Trust Company, as Trustee and
Secured Party, dated as of May 19, 1999.+
4.3 --Stock Pledge Agreement made by Hollywood Casino Corporation, as
Pledgor, in favor of State Street Bank and Trust Company, as
Trustee and Secured Party, dated as of May 19, 1999.+
4.4 --Trademark Security Agreement made by Hollywood Casino
Corporation, as Grantor, to State Street Bank and Trust Company,
as Trustee and Secured Party, dated as of May 19, 1999.+
4.5 --Escrow and Control Agreement by and among Hollywood Casino
Corporation, State Street Bank and Trust Company, as Trustee and
Escrow Agent, dated as of May 19, 1999.+
4.6 --Control Agreement dated as of May 19, 1999 by and among
Hollywood Casino Corporation and State Street Bank and Trust
Company, as Trustee.+
4.7 --Security Agreement made by HWCC-Tunica, Inc., as Debtor, to
State Street Bank and Trust Company, as Trustee and Secured
Party, dated as of May 19, 1999.+
4.8 --First Leasehold Deed of Trust, Security Agreement, Assignment of
Leases and Rents, Fixture Filing, and Financing Statement made by
HWCC-Tunica, Inc. in favor of Phillip A. Poitevin, as Trustee for
the benefit of State Street Bank and Trust Company, as Indenture
Trustee, dated as of May 19, 1999.+
4.9 --First Preferred Ship Mortgage made and given by HWCC-Tunica,
Inc., as Mortgagor, in favor of State Street Bank and Trust
Company, as Trustee and Mortgagee (relating to Vessel No.
534006), dated as of May 19, 1999.+
4.10 --Amended and Restated Promissory Note in the aggregate principal
amount of $87,045,000 issued by HWCC-Tunica, Inc. to Hollywood
Casino Corporation.+
4.11 --Intercompany Security Agreement made by HWCC-Tunica, Inc., as
Debtor, to Hollywood Casino Corporation, as Secured Party, and
collaterally assigned to State Street Bank and Trust Company, as
Trustee, dated as of May 19, 1999.+
4.12 --Second Leasehold Deed of Trust, Security Agreement, Fixture
Filing, and Financing Statement from HWCC-Tunica, Inc., as
Grantor, in favor of Jim B. Tobhill, Trustee, for the benefit of
Hollywood Casino Corporation, dated as of May 19, 1999.+
4.13 --Collateral Assignment of Second Leasehold Deed of Trust,
Security Agreement, Assignment of Leases and Rents, Fixture
Filing and Financing Statement made by Hollywood Casino
Corporation, as Mortgagee and Assignor, in favor of State Street
Bank and Trust Company, as Trustee and Assignee, dated as of May
19, 1999.+
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4.14 --Second Preferred Ship Mortgage made by HWCC-Tunica., as
Mortgagor, in favor of Hollywood Casino Corporation, as Mortgagee
(relating to Vessel No. 534006), dated as of May 19, 1999.+
4.15 --Assignment of Second Preferred Fleet Mortgage by Hollywood
Casino Corporation, as Mortgagee and Assignor (relating to Vessel
No. 534006) in favor of State Street Bank and Trust Company, as
Trustee and Assignee, dated as of May 19, 1999.+
4.16 --Promissory Note in the aggregate principal amount of $108
million issued by Hollywood Casino-Aurora, Inc. to Hollywood
Casino Corporation, endorsed by Hollywood Casino Corporation,
dated May 19, 1999.+
4.17 --Intercompany Security Agreement dated as of May 19, 1999 made by
Hollywood Casino-Aurora, Inc., as Debtor, to Hollywood Casino
Corporation, as Secured Party, and collaterally assigned to State
Street Bank and Trust Company, as Trustee.+
4.18 --Mortgage, Leasehold Mortgage, Security Agreement, Assignment of
Leases and Rents, Fixture Filing, and Financing Statement made by
Hollywood Casino-Aurora, Inc., as Mortgagee, for the benefit of
Hollywood Casino Corporation, as Mortgagee, dated as of May 19,
1999.+
4.19 --Collateral Assignment of Mortgage, Leasehold Mortgage, Security
Agreement, Assignment of Leases and Rents, Fixture Filing and
Financing Statement made by Hollywood Casino Corporation, as
Mortgagee and Assignor, in favor of State Street Bank and Trust
Company, as Trustee and Assignee, dated as of May 19, 1999.+
4.20 --First Preferred Fleet Mortgage made and given by Hollywood
Casino-Aurora, Inc., as Mortgagor, in favor of Hollywood Casino
Corporation, as Mortgagee (relating to Vessel Nos. 993836, 993837
and 1029229), dated as of May 19, 1999.+
4.21 --Assignment of First Preferred Fleet Mortgage by Hollywood Casino
Corporation, as Mortgagee and Assignor (relating to Vessel Nos.
993836, 993837 and 1029229) in favor of State Street Bank and
Trust Company, as Trustee and Assignee, dated as of May 19,
1999.+
4.22 --Security Agreement made HWCC-Shreveport, Inc., as Debtor, to
State Street Bank and Trust Company, as Trustee and Secured
Party, dated as of May 19, 1999.+
4.23 --A/B Exchange Registration Rights Agreement, dated as of May 19,
1999, by and among Hollywood Casino Corporation, the Guarantors
named therein and the Initial Purchases.+
5.1 --Opinion of Weil, Gotshal & Manges LLP.*
9.1 --Voting Trust Agreement dated as of December 29, 1998 by and
among Jill Pratt LaFerney, formerly Jill A. Pratt, and John R.
Pratt and Jack E. Pratt, Sr. (8)
9.2 --Voting Trust Agreement dated as of December 29, 1998 by and
among Shawn Denise Bradshaw and Michael Shannon Pratt and William
D. Pratt, Sr. (8)
9.3 --Voting Trust Agreement dated as of December 29, 1998 by and
among Carolyn S. Hickey, Diana Pratt-Wyatt, formerly Diana L.
Heisler, and Sharon A. Naftel, formerly Sharon R. Nash, and
Edward T. Pratt III. (8)
10.1 --Sixth Amendment to Employment Agreement dated January 1, 1998,
between Hollywood Casino Corporation and Jack E. Pratt. (2)
10.2 --Sixth Amendment to Employment Agreement dated January 1, 1998,
between Hollywood Casino Corporation and Edward T. Pratt, Jr. (2)
10.3 --Sixth Amendment to Employment Agreement dated January 1, 1998,
between Hollywood Casino Corporation and William D. Pratt. (2)
10.4 --Employment Agreement dated May 1, 1996, between Hollywood Casino
Corporation and Edward T. Pratt III. (9)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.5 --Agreement dated as of September 2, 1998 by and among Greate Bay
Holdings Corp., GB Holdings, Inc., and GB Property Funding Corp.,
on the one hand, and Greate Bay Casino Corporation, PHC
Acquisition Corp., Lieber Check Cashing, LLC, Jack E. Pratt,
William D. Pratt, Edward T. Pratt, Jr. and HCC, on the other.
(11)
10.6 --Development Agreement dated as of June 4, 1991, between the City
of Aurora, Illinois and Hollywood Casino-Aurora, Inc. (3)
10.7 --Management Services Agreement dated as of June 21, 1991, between
Hollywood Casino-Aurora, Inc. and Greate Bay Casino Corporation
(the "Management Services Agreement"). (3)
10.8 --First Amendment to the Management Services Agreement dated as of
May 14, 1992. (3)
10.9 --Tax Sharing Agreement dated May 13, 1992, by and among Hollywood
Casino Corporation, Hollywood Casino-Aurora, Inc. and Pratt Hotel
Corporation ("PHC," now known as
GBCC). (3)
10.10 --Parking lease Agreement dated June 4, 1991, between the City of
Aurora, Illinois and Hollywood Casino-Aurora, Inc. (3)
10.11 --Purchase and Sale Agreement dated June 4, 1991, between the City
of Aurora, Illinois and Hollywood Casino-Aurora, Inc. (3)
10.12 --Technical Services Agreement dated February 21, 1992, between
Hollywood Casino-Aurora, Inc. and Pratt Hotel Corporation (the
"Technical Services Agreement"). (3)
10.13 --First Amendment to the Technical Services Agreement dated May
14, 1992. (3)
10.14 --Rights Agreement, dated as of May 7, 1993 between Hollywood
Casino Corporation and Continental Stock Transfer & Trust
Company, as Rights Agent. (6)
10.15 --Hollywood Casino Corporation Stock Option Plan. (1)
10.16 --Agreement of Limited Partnership of Pratt Management, L.P. (6)
10.17 --Ground Lease dated as of October 11, 1993 between R.M.
Leatherman and Hugh M. Mageveney, III, as Landlord, and SRCT, as
Tenant. (7)
10.18 --Letter Agreement dated as of October 11, 1993 between R.M.
Leatherman and Hugh M. Mageveney, III, as Landlord, and SRCT, as
Tenant (relating to Ground Lease). (7)
10.19 --Blanket Conveyance, Bill of Sale and Assignment and Assumption
Agreement dated as of May 31, 1994 between SRCT and STP. (7)
10.20 --Assignment of Lease and Assumption Agreement dated as of May 31,
1994 between SRCT and STP (relating to Ground Lease). (7)
10.21 --Consulting Agreement dated as of January 1, 1994 between Pratt
Casino Corporation, as the Consultant, and HCT. (7)
10.22 --Computer Services Agreement dated as of January 1, 1994 between
STP and Advanced Casino Systems Corporation. (7)
10.23 --North Island Center Expansion and Redevelopment Agreement dated
June 12, 1995 between HCA, the Aurora Metropolitan Exposition,
Auditorium and Office Building Authority and the City of Aurora.
(1)
10.24 --Hollywood Casino Corporation 1996 Long-Term Incentive Plan, as
amended. (9)
10.25 --Hollywood Casino Corporation 1996 Non-Employee Director Stock
Plan. (9)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.26 --General Partnership Interest Purchase Agreement dated as of
April 1, 1997 by and between HWCC-Aurora Management, Inc. and PPI
Corporation. (9)
10.27 --Amended and Restated Joint Venture Agreement by and among
Shreveport Paddlewheels, L.L.C., Sodak Louisiana, L.L.C. and
HWCC-Louisiana, Inc. dated July 31, 1998. (11)
10.28 --September 1998 Amendment to the July Amended and Restated Joint
Venture Agreement. (11)
10.29 --Employment Agreement dated as of May 11, 1998 by and between
Hollywood Casino Corporation and Paul C. Yates. (8)
10.30 --Amended and Restated Services Agreement dated as of October 1,
1998 by and between Hollywood Casino Corporation and Pratt
Management, L.P. (8)
10.31 --Management and Administrative Services Agreement dated as of
October 1, 1998 by and between Hollywood Casino Corporation and
Greate Bay Casino Corporation. (8)
10.32 --Membership Interest Purchase Agreement dated as of March 31,
1999 by and among HWCC- Louisiana, Inc., Sodak Gaming, Inc. and
Sodak Louisiana, L.L.C. (8)
10.34 --Voting Agreement dated as of April 28, 1999 by and among Greate
Bay Casino Corporation, Pratt Casino Corporation, PRT Funding
Corp., New Jersey Management, Inc., Hollywood Casino Corporation
and the Consenting Holders party thereto.(12)
10.35 --Completion Capital Agreement dated as of August 10, 1999 by and
among Hollywood Casino Shreveport, HWCC-Louisiana, Inc., HCS I,
Inc., HCS II, Inc. and Hollywood Casino Corporation.*
10.36 --Manager Subordination Agreement dated as of August 10, 1999 by
and among State Street Bank and Trust Company, as trustee, HWCC-
Shreveport, Inc. and Hollywood Casino Shreveport.*
21.1 --Subsidiaries of Hollywood Casino Corporation.+
23.1 --Consent of Deloitte & Touche LLP.+
23.2 --Consent of Arthur Andersen LLP.+
23.3 --Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)
25.1 --Statement of Eligibility and Qualification of State Street Bank
and Trust Company, as trustee under the Indenture listed as
Exhibit 4.1 hereto on Form T-1. (+)
99.1 --Petition filed on October 8, 1998 in the District Court of
Dallas County, Texas by Hollywood Casino Corporation and Greate
Bay Casino Corporation ("Plaintiffs") against Arthur Andersen
L.L.P., Richard L. Robbins, Michael E. Gamache, Daniel J. Meehan,
and Brent A. Railsback ("Defendants") (5)
99.2 --Form of Letter of Transmittal.+
99.3 --Form of Notice of Guaranteed Delivery.+
</TABLE>
- --------
+ Previously filed.
* Filed herewith.
(1) Incorporated by reference from the exhibit shown in parenthesis to Form
S-1 Registration Statement (Registration 33-58732) for Hollywood Casino
Corporation as filed with the SEC on May 27, 1993.
(2) Incorporated by reference from the exhibit shown in parenthesis filed in
Hollywood Casino Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(3) Incorporated by reference from the exhibit shown in parenthesis to that
Registration Statement on Form 10 filed with the SEC on May 28, 1992 by
PRT Corporation (now know as Hollywood Casino Corporation).
(4) Incorporated by reference from the exhibit shown in parenthesis to that
Registration Statement on Form 10, as amended, filed with the SEC on
August 13, 1992 by Hollywood Casino Corporation.
(5) Incorporated by reference from the exhibit shown in parenthesis to the
Form 8-K for Hollywood Casino Corporation as filed with the SEC on
October 22, 1998.
(6) Incorporated by reference from the exhibit shown in parenthesis to Form
S-1 Registration Statement (Registration No. 33-77502) for Hollywood
Casino Corporation as filed with the SEC on April 8, 1994.
II-6
<PAGE>
(7) Incorporated by reference from the exhibits filed in parenthesis to Form
S-1 Registration Statement (Registration No. 33-82182) for HWCC-Tunica,
Inc. as filed with the SEC on September 29, 1994.
(8) Incorporated by reference from the exhibits filed in Hollywood Casino
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(9) Incorporated by reference from the exhibits filed in Hollywood Casino
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(10) Incorporated by reference from the exhibits filed in Hollywood Casino
Corporation's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 as filed with the SEC on August 13, 1997.
(11) Incorporated by reference to the exhibits filed in Hollywood Casino
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 as filed with the SEC on November 13, 1998.
(12) Incorporated by reference to the exhibits filed in Hollywood Casino
Corporation's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 as filed with the SEC on May 12, 1999.
(b) Financial Statement Schedules:
All schedules have been omitted since the required information is either
not present or not in amounts sufficient to require submission of the
schedule, or because the information required is included in the
consolidated financial statements or notes thereof.
ITEM 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of
this form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration
statement when it became effective.
(3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Co-Registrants' annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 20 above, or otherwise, the Co-Registrants have been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Co-Registrants of expense incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suite or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Co-
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on August 13, 1999.
HOLLYWOOD CASINO CORPORATION
By: /s/ PAUL C. YATES
---------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer August 13, 1999
- -------------------------------------- and Director
Jack E. Pratt
* Vice President, Treasurer August 13, 1999
- -------------------------------------- and Director
Edward T. Pratt, Jr.
* Executive Vice President, August 13, 1999
- -------------------------------------- Secretary, General
William D. Pratt Counsel and Director
* President, Chief Operating August 13, 1999
- -------------------------------------- Officer and Director
Edward T. Pratt III
/s/ PAUL C. YATES Executive Vice President August 13, 1999
- -------------------------------------- and Chief Financial
Paul C. Yates Officer
* Vice President--Finance August 13, 1999
- -------------------------------------- and Principal Accounting
Charles F. LaFrano III Officer
* Director August 13, 1999
- --------------------------------------
James A. Colquitt
* Director August 13, 1999
- --------------------------------------
Theodore H. Strauss
* Director August 13, 1999
- --------------------------------------
Oliver B. Revell III
*By: /s/ PAUL C. YATES
---------------------------------
Paul C. Yates
Attorney-in-fact
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Co-
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 13, 1999.
HWCC-TUNICA, INC.
By: /s/ PAUL C. YATES
---------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer August 13, 1999
- -------------------------------------- and Director
Jack E. Pratt
* Director August 13, 1999
- --------------------------------------
Edward T. Pratt, Jr.
* Executive Vice President, August 13, 1999
- -------------------------------------- Secretary, General
William D. Pratt Counsel and Director
* President and Director August 13, 1999
- --------------------------------------
Edward T. Pratt III
* Vice President of August 13, 1999
- -------------------------------------- Operations
John R. Osborne
/s/ PAUL C. YATES Executive Vice President August 13, 1999
- -------------------------------------- and Chief Financial
Paul C. Yates Officer
* Vice President, Assistant August 13, 1999
- -------------------------------------- Secretary and Principal
Charles F. LaFrano III Accounting Officer
*By: /s/ PAUL C. YATES
---------------------------------
Paul C. Yates
Attorney-in-fact
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Co-
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 13, 1999.
HWCC-SHREVEPORT, INC.
By: /s/ PAUL C. YATES
---------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer August 13, 1999
- -------------------------------------- and Director
Jack E. Pratt
* Director August 13, 1999
- --------------------------------------
Edward T. Pratt, Jr.
* Executive Vice President, August 13, 1999
- -------------------------------------- Secretary, General
William D. Pratt Counsel and Director
* President August 13, 1999
- --------------------------------------
Edward T. Pratt III
/s/ PAUL C. YATES Executive Vice President August 13, 1999
- -------------------------------------- and Chief Financial
Paul C. Yates Officer
* Vice President, Assistant August 13, 1999
- -------------------------------------- Secretary and Principal
Charles F. LaFrano III Accounting Officer
*By: /s/ PAUL C. YATES
---------------------------------
Paul C. Yates
Attorney-in-fact
</TABLE>
II-10
<PAGE>
Exhibit 5.1
August 13, 1999
Hollywood Casino Corporation
Two Galleria Tower , Suite 2200
13455 Noel Road
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel to Hollywood Casino Corporation, a Delaware
corporation (the "Issuer"), HWCC-Tunica, Inc., a Texas corporation ("Tunica"),
and HWCC-Louisiana, Inc., a Louisiana corporation ("Louisiana" and, together
with Tunica, the "Guarantors"), in connection with the preparation and filing by
the Issuer and the Guarantors of a Registration Statement on Form S-4
(Registration No. 333-83081) (the "Registration Statement") filed with the
Securities and Exchange Commission on August 13, 1999, under the Securities Act
of 1933, as amended (the "Act"), relating to the Issuer's $310,000,000 aggregate
principal amount of 11 1/4% Senior Secured Notes due 2007 and $50,000,000
aggregate principal amount of Floating Rate Senior Secured Notes due 2006
(collectively, the "Registered Notes") that are to be issued in exchange for a
like principal amount of the issued and outstanding 11 1/4% Senior Secured
Notes due 2007 and Floating Rate Senior Secured Notes due 2006 (collectively,
the "Outstanding Notes") of the Issuer. The Issuer proposes to offer, upon the
terms set forth in the prospectus contained in the Registration Statement, to
exchange $1,000 principal amount of Registered Notes for each $1,000 principal
amount of Outstanding Notes (the "Exchange Offer"). The Guarantors will fully
and unconditionally guarantee (the "Guarantees") the Registered Notes on an
unsecured, senior subordinated basis. The Registered Notes and Guarantees will
be issued under an Indenture (the "Indenture"), dated as of May 19, 1999, by and
among the Issuer, the Guarantors and State Street Bank and Trust Company, as
trustee (the "Trustee"). Capitalized terms defined in the Registration
Statement and not otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the form of the Registered
Notes set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Issuer and the
Guarantors, and have made such inquiries of such officers and representatives as
we have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the
<PAGE>
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Issuer and the Guarantors.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, when (i) the Registered Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Issuer and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the Registered Notes issuable upon consummation of the Exchange Offer have
been duly delivered against receipt of Outstanding Notes surrendered in exchange
therefor, the Registered Notes issuable upon consummation of the Exchange Offer
will constitute the legal, valid and binding obligations of the Issuer,
enforceable against it in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee and Louisiana and the Guarantee of the Registered
Notes upon the Consummation of the Exchange Offer has been duly authorized,
executed and delivered by Louisiana, when (i) the Registered Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Issuer and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the Registered Notes issuable upon consummation of the Exchange Offer have
been duly delivered against receipt of Outstanding Notes surrendered in exchange
therefor, the Guarantees issuable upon consummation of the Exchange Offer will
constitute the legal, valid and binding obligations of the Guarantors,
enforceable against them in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, the State of Texas, the corporate laws of the State of Delaware and the
federal laws of the United States, and we express no opinion as to the effect on
the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<PAGE>
EXHIBIT 10.35
COMPLETION CAPITAL AGREEMENT
COMPLETION CAPITAL AGREEMENT (this "Agreement") dated as of August 10,
1999, between HOLLYWOOD CASINO SHREVEPORT, a Louisiana general partnership (the
"Partnership"), HWCC-LOUISIANA, INC., a Louisiana corporation ("HWCC-
Louisiana"), HCS I, INC., a Louisiana corporation ("HCS I"), HCS II, INC., a
Louisiana corporation ("HCS II" and, together with HWCC-Louisiana and HCS I, the
"Hollywood Parties"), and HOLLYWOOD CASINO CORPORATION, a Delaware corporation
("Hollywood Casino").
RECITALS
A. First Mortgage Notes. The Partnership and Shreveport Capital
--------------------
Corporation, a Louisiana corporation ("Capital" and, together with the
Partnership, the "Issuers"), are issuing $150,000,000 aggregate principal amount
of 13% First Mortgage Notes due 2006 with Contingent Interest (together with all
notes issued in exchange or replacement therefor, the "Notes") pursuant to a
Purchase Agreement dated August 3, 1999, among the Issuers, the Hollywood
Parties, as guarantors, and Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Banc of America Securities LLC, Lehman Brothers Inc. and Prudential
Securities Incorporated (collectively, the "Initial Purchasers"), under an
Indenture (as amended, supplemented or otherwise modified from time to time, the
"Indenture") dated as of the date hereof among the Issuers, the Hollywood
Parties, as guarantors, and State Street Bank and Trust Company, as trustee (the
"Trustee"), for the benefit of the holders from time to time (the "Holders") of
the Notes.
B. Proceeds of the Notes. The Partnership intends to use the
---------------------
proceeds of the Notes for the development, construction, equipping and operation
of the Shreveport Resort (as defined in the Indenture) upon certain real
property located in Shreveport, Louisiana (the "Property") and for certain other
purposes described in the Indenture.
C. Hollywood Casino's Benefit. The Partnership is an indirect wholly
--------------------------
owned subsidiary of Hollywood Casino (excluding certain residual interests
retained by Shreveport Paddlewheels LLC, a Louisiana limited liability company).
As a result, Hollywood Casino will significantly benefit from the construction
and operation of the Shreveport Resort.
D. Material Inducement. It is a condition precedent and material
-------------------
inducement to the purchase of the Notes by the Initial Purchasers that (1) the
Partnership, the Hollywood Parties and Hollywood Casino shall have executed and
delivered this Agreement whereby Hollywood Casino has agreed, subject to the
limitations set forth herein, for the benefit of the Partnership and the
Holders, to make certain capital contributions to the Partnership through the
Hollywood Parties upon the terms, conditions and limitations provided herein,
(2) the Partnership and the Hollywood Parties shall have executed the Collateral
Assignment collaterally assigning this Agreement, among other things, to the
Trustee on behalf of the Holders and (3) Hollywood Casino and the Hollywood
Parties consent to the collateral assignment of this Agreement.
E. Definitions. Capitalized terms used and not otherwise defined
-----------
herein shall have the meanings ascribed thereto in the Indenture.
<PAGE>
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Hollywood Casino, the Partnership and the Hollywood Parties
hereby agree as follows:
1. Funding Amounts. Upon the occurrence of each Contribution Event (as
---------------
defined below), Hollywood Casino shall pay the applicable Funding Amounts (as
defined below) into the Construction Disbursement Account (as defined in the
Cash Collateral and Disbursement Agreement) for disbursement in accordance with
the Cash Collateral and Disbursement Agreement. The "Funding Amounts" shall be
equal to the amount in immediately available cash which shall be (i) in the case
of a Contribution Event pursuant to Section 2(i), (ii) or (iii), (A) $5,000,000
less the aggregate Funding Amounts, if any, previously paid to the Construction
Disbursement Account under Section 2, or (B) if the Independent Construction
Consultant provides to the Trustee a certificate stating that the amount
necessary to cause the Shreveport Resort to be Operating by the Operating
Deadline is less than the amount required under clause (A) above, such lesser
amount, and (ii) in the case of a Contribution Event pursuant to Section 2 (iv),
(v), (vi) or (vii), shall be equal to $5,000,000 less the aggregate Funding
Amounts, if any, previously paid under Section 2; provided, however, that in no
event will the aggregate amounts required to be paid by Hollywood Casino under
this Agreement exceed $5,000,000. Such proceeds shall be used for the
development, construction, equipping and operations of the Shreveport Resort
pursuant to the terms of the Indenture, the Cash Collateral and Disbursement
Agreement and the other Collateral Documents.
2. Contribution Event. A "Contribution Event" means any of the following:
------------------
(i) the Partnership has provided the Trustee and the Independent Construction
Consultant with a written notice that there are not sufficient Available Funds
(as defined in the Cash Collateral and Disbursement Agreement) to complete the
Shreveport Resort so that it will be Operating by the Operating Deadline; (ii)
(a) the Independent Construction Consultant has provided the Trustee and the
Partnership with a written notice that there will not be sufficient Available
Funds to complete the Shreveport Resort so that it will be Operating by the
Operating Deadline and (b) within 60 days of the Partnership receiving the
notice described in clause (a) above, the Partnership has not provided evidence
satisfactory to the Independent Construction Consultant that there shall be
sufficient Additional Funds to complete the Shreveport Resort so that it will be
Operating by the Operating Deadline; (iii) after having expended the funds in
the Equity Escrow Account (as defined in the Cash Collateral and Disbursement
Agreement), no disbursement has occurred pursuant to the Cash Collateral and
Disbursement Agreement for 90 consecutive days; (iv) the Shreveport Resort is
not Operating by the Operating Deadline; (v) the commencement of any voluntary
bankruptcy case by the Partnership on or prior to the Operating Deadline; (vi)
the commencement of an involuntary bankruptcy case against the Partnership which
is not dismissed, bonded or discharged on or prior to the earlier of (A) 60 days
after the commencement and (B) the Operating Deadline; or (vii) the entry of an
order for relief against the Partnership on or prior to the Operating Deadline,
under any bankruptcy law in effect at any time.
3. Partnership's Certificate. At any time that there are not sufficient
-------------------------
Available Funds to complete the Shreveport Resort so that it will be Operating
by the Operating Deadline,
2
<PAGE>
the Partnership shall immediately provide the Trustee and the Independent
Construction Consultant with a certificate to such effect.
4. Cooperation. In connection with this Agreement, Hollywood Casino
-----------
agrees, at its sole cost and expense, to fully cooperate with the Partnership
and to timely provide such documents, agreements and information as may be
required in connection herewith.
5. Alteration of Obligations. Hollywood Casino acknowledges and agrees
-------------------------
that none of the following shall release, impair, reduce, diminish or otherwise
affect Hollywood Casino's obligations under this Agreement: (i) any alteration,
compromise, acceleration or extension of, or any change to, (a) the
Partnership's obligations to complete the development, construction and
equipping of the Shreveport Resort and to commence operation thereof or (b) the
payment or performance by the Partnership under any debt instrument or other
financing for the development, construction, equipping or operation of the
Shreveport Resort (the foregoing, collectively, the "Obligations"), in each case
in such manner, upon such terms and at such times as any Person (including,
without limitation, the Trustee or any Holder) (each such Person, an "Obligee")
deems best, and without notice to Hollywood Casino; (ii) the release of the
Partnership from any or all of the Obligations by acceptance of a deed in lieu
of foreclosure or otherwise, as to all or any portion of the Obligations; (iii)
the addition of any one or more guarantors or endorsers of the Funding Amounts
or the Obligations; (iv) the acceptance of additional or substitute security for
the Funding Amounts or the Obligations; or (v) the release or subordination of
any security for the Funding Amounts or the Obligations. No exercise (including,
without limitation, foreclosure of the Property) or non-exercise of any right
under any document relating to the Obligations (collectively, the "Obligation
Documents") by an Obligee, no dealing by an Obligee hereunder or under any
Obligation Document or any other document with Hollywood Casino, the
Partnership, the Hollywood Parties or any future guarantors or any other Person,
and no change, impairment or release of all or any portion of the Funding
Amounts or the Obligations or suspension of any right or remedy of an Obligee
against any other Person, including, without limitation, the Partnership, any of
the Hollywood Parties, any future guarantor, endorser or other Person, shall in
any way affect any of the obligations of Hollywood Casino hereunder or any
security furnished by Hollywood Casino or give Hollywood Casino any recourse
against an Obligee (including, without limitation, the Trustee). If an Obligee
has exculpated or hereafter exculpates the Partnership or any of the Hollywood
Parties from liability in whole or in part, or has agreed or hereafter agrees to
look solely to the Property or any other property for the satisfaction of the
Partnership's Obligations (including, without limitation the Partnership's and
the Hollywood Parties' obligations under the Indenture, the Notes or any
Collateral Document), such exculpation and agreement shall not affect the
obligations of Hollywood Casino hereunder. Hollywood Casino further
acknowledges that any such exculpation or agreement that has been given or that
is hereafter given to the Partnership or any of the Hollywood Parties with
respect to the Notes, the Indenture or any Collateral Document has been given or
is given in reliance upon the covenants of Hollywood Casino contained herein.
6. Obligations Absolute; Waiver. The obligations of Hollywood Casino
----------------------------
hereunder shall be unconditional (except as to any condition set forth under
Sections 1 and 2), absolute and continuing and, without limiting the generality
of the foregoing, shall not be released, discharged or otherwise affected by and
shall survive, and Hollywood Casino hereby waives and
3
<PAGE>
relinquishes all rights and remedies accorded by applicable law to sureties or
future guarantors and agrees not to assert or take advantage of any such rights
or remedies, including, without limitation, (a) any right to require any holder
or recipient of the benefit of any of the Obligations (including, without
limitation, the Trustee or the Holders) (each a "Benefited Party") to proceed
against the Partnership, the Hollywood Parties or any other Person or entity or
to proceed against or exhaust any security held by a Benefited Party at any time
or to pursue any other remedy in the power of a Benefited Party before
proceeding against Hollywood Casino; (b) the defense of the statute of
limitations in any action hereunder or in any action for the collection or
performance of the Funding Amounts or the Obligations; (c) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of any
other Person or the failure of a Benefited Party to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of
any other Person; (d) appraisal, valuation, stay, extension, marshaling of
assets, redemption, exemption, diligence, demand, presentment, protest and
notice of any kind, including, without limitation, notice of the existence,
creation or incurring of any new or additional indebtedness or obligation or of
any action, non-action, performance or failure to perform on the part of a
Benefited Party, the Partnership, any of the Hollywood Parties, any endorser or
creditor of the Partnership, the Hollywood Parties or Hollywood Casino or on the
part of any other Person under this or any other instrument in connection with
any obligation or evidence of indebtedness held by a Benefited Party as
collateral or in connection with the Funding Amounts or the Obligations; (e) any
defense based upon any exercise of remedies, including without limitation,
foreclosure of the Property, or upon an election of remedies by a Benefited
Party, including, without limitation, an election to proceed by non-judicial
rather than judicial foreclosure, which destroys or otherwise impairs the
subrogation rights of Hollywood Casino, the right of Hollywood Casino to proceed
against the Partnership, the Hollywood Parties or any other person for
reimbursement, or both; (f) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal; (g) any duty
on the part of a Benefited Party to disclose to Hollywood Casino any facts a
Benefited Party may now or hereafter know about the Partnership, the Hollywood
Parties or any other Person, regardless of whether a Benefited Party has reason
to believe that any such facts materially increase the risk beyond that which
Hollywood Casino intends to assume, or has reason to believe that such facts are
unknown to Hollywood Casino, or has a reasonable opportunity to communicate such
facts to Hollywood Casino, since Hollywood Casino acknowledges that Hollywood
Casino is fully responsible for being and keeping informed of the financial
condition of the Partnership, the Hollywood Parties or any other Person and of
all circumstances bearing on the risk of non-payment of any Funding Amounts; (h)
any defense arising because of the election of a Benefited Party, in any
proceeding instituted under the Federal Bankruptcy Code, of the application of
Section 1111(b)(2) of the Federal Bankruptcy Code; (i) any defense based upon
any borrowing or grant of a security interest under Section 364 of the Federal
Bankruptcy Code; (j) any claim or other rights which it may now or hereafter
acquire against the Partnership, any of the Hollywood Parties or any other
Person that arises from the existence or performance of Hollywood Casino's
obligations under this Agreement or any other Obligation Document, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or remedy
by a Benefited Party against the Partnership, or any of the Hollywood Parties or
any collateral which a Benefited Party now has or hereafter acquires, whether or
not
4
<PAGE>
such claim, remedy or right arises in equity or under contract, statute or
common law, by any payment made hereunder or otherwise, including, without
limitation, the right to take or receive from the Partnership, any of the
Hollywood Parties or any other Person or entity, directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or security on
account of such claim or other rights; (k) any rights which it may acquire by
way of contribution under this Agreement or any Obligation Document, by any
payment made hereunder or otherwise, including, without limitation, the right to
take or receive from any other Person, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such contribution rights; (l) any defense based on one-action laws and any other
anti-deficiency protections granted to future guarantors by applicable law; (m)
any merger or consolidation of the Partnership or any of the Hollywood Parties
into or with any other Person, or any sale, lease or transfer of any or all of
the assets of the Partnership or any of the Hollywood Parties to any other
Person; (n) any circumstance which might constitute a defense available to, or a
discharge of, the Partnership, any of the Hollywood Parties, Hollywood Casino or
a surety; (o) any lack of genuiness, validity, regularity, enforceability or
value of any Funding Amounts, this Agreement or any Obligation Documents; and
(p) any other fact or circumstance, including, without limitation, any
construction delays or any contests or claims relating to the construction of
the Shreveport Resort. Any proceeds of a foreclosure or similar sale may be
applied first to any obligations of the Partnership that do not also constitute
Funding Amounts or Obligations. Hollywood Casino acknowledges and agrees that
any nonrecourse or exculpation provided for in any Obligation Document, or any
other provision of an Obligation Document limiting each respective Benefited
Party's recourse to specific collateral or limiting such Benefited Party's right
to enforce a deficiency judgment against the Partnership or any of the Hollywood
Parties, shall have absolutely no application to Hollywood Casino's liability
under this Agreement. To the extent that any Benefited Party (including, without
limitation, the Trustee) collects or receives any sums or payments from the
Partnership, any of the Hollywood Parties or from any future guarantor, endorser
or other Person under any Obligation Document or realized from any security,
such Benefited Party shall have the right, but not the obligation, to apply such
amounts first to that portion of the Partnership's indebtedness and obligations,
if any, to such Benefited Party that is not covered by this Agreement,
regardless of the manner in which any such payments or amounts are characterized
by the Person making payment. Nothing herein shall be construed to be a waiver
by Hollywood Casino of any defense based on the occurrence or non-occurrence of
a Contribution Event or as to the Funding Amount.
7. Bankruptcy and Related Proceedings. The obligations of Hollywood
----------------------------------
Casino under this Agreement shall not be altered, limited or affected by or as a
result of any action taken by the Partnership or any of the Hollywood Parties in
any proceeding, voluntary or involuntary, involving the bankruptcy,
reorganization, insolvency, receivership, or liquidation of the Partnership or
any of the Hollywood Parties, or by any defense which the Partnership or any of
the Hollywood Parties may have by reason of any order, decree or decision of any
court or administrative body resulting from any such proceeding.
8. Interest. If Hollywood Casino fails to pay all or any portion of the
--------
Funding Amounts in accordance with the provisions hereof, the amount of such
Funding Amounts and all other sums payable by Hollywood Casino hereunder shall
bear interest from the date of demand
5
<PAGE>
at the weighted average interest rate of the funds in the disbursement account.
If there are no longer any funds in the disbursement account, then the interest
under this Section 8 shall bear interest at the applicable rate for Government
Securities (as defined in the Indenture).
9. Independent Obligations. The obligations of Hollywood Casino hereunder
-----------------------
are independent of the obligations of the Partnership, the Hollywood Parties or
any other Person, and, in the event of any default hereunder, a separate action
or actions may be brought and prosecuted against Hollywood Casino, whether or
not the Partnership, any of the Hollywood Parties or such other Person is joined
therein or a separate action or actions are brought against the Partnership or
any of the Hollywood Parties.
10. Notices. Whenever Hollywood Casino, the Partnership or any of the
-------
Hollywood Parties shall desire to give or serve any notice, demand, request or
other communication with respect to this Agreement, each such notice shall be in
writing and shall be effective only if the same is delivered by hand-delivery,
first-class mail (registered or certified, return receipt requested), telecopier
or air courier guaranteeing overnight delivery, addressed as follows:
To Hollywood Casino:
Hollywood Casino Corporation
Two Galleria Tower, Suite 2200
13455 Noel Road
Dallas, Texas 75240
Attention: Executive Vice President of Finance
Telephone: (972) 392-7777
Facsimile:
To the Partnership or any of the Hollywood Parties:
c/o Hollywood Casino Shreveport
Two Galleria Tower, Suite 2200
13455 Noel Road
Dallas, Texas 75240
Attention: Chief Financial Officer
Telephone: (972) 392-7777
Facsimile:
and, in either case, with a copy to the Trustee at:
State Street Bank and Trust Company
2 Avenue De Lafayette
Boston, Massachusetts 02111
Attention: Corporate Trust Administration
Re: Hollywood Casino Shreveport
(By hand or Overnight Delivery)
6
<PAGE>
State Street Bank and Trust Company
Two International Place, Fourth Floor
Boston, Massachusetts, 02110
Attention: Corporate Trust Administration
Re: Hollywood Casino Shreveport
Facsimile No: (617) 664-5151
Any such notice delivered personally shall be deemed to have been received upon
delivery. Any such notice sent by telegram shall be presumed to have been
received by the addressee one business day after its acceptance for sending by
an authorized carrier thereof. Any such notice sent by mail shall be presumed
to have been received by the addressee three business days after posting in the
United States mail. Hollywood Casino, the Partnership and each of the Hollywood
Parties may change its address by giving the other and the Trustee a written
notice of the new address as herein provided.
11. Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
each of the Partnership and the Hollywood Parties, and each of their successors
and assigns, and shall bind the successors and assigns of Hollywood Casino.
Each of the Hollywood Parties and Hollywood Casino acknowledges that this
Agreement will be collaterally assigned to the Trustee.
12. Termination. This Agreement shall expire upon the final disbursement
-----------
of amounts in the Cash Collateral Accounts in accordance with the Cash
Collateral and Disbursement Agreement; provided, however, that the obligations
of Hollywood Casino under this Agreement shall be reinstated in the event that
all or any part of payments or performance hereunder is avoided or recovered,
directly or indirectly, as a preference, fraudulent transfer or otherwise.
13. No Guarantee. Nothing contained in this Agreement shall be deemed to
------------
be a guarantee by Hollywood Casino of any obligations of the Partnership under
the Notes.
14. Miscellaneous Provisions.
------------------------
14.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Hollywood Casino hereby consents to
the jurisdiction of the courts of the State of New York and consents to
service of process by any means authorized by New York law in any action
brought under or arising from this Agreement.
14.2 Hollywood Casino acknowledges that it is aware of the Indenture
entered into by the Issuers, the Hollywood Parties and the Trustee, the
Notes issued thereunder and the Collateral Documents executed in connection
therewith and is generally familiar with the terms and provisions thereof.
14.3 This Agreement shall constitute the entire agreement of
Hollywood Casino with the Partnership and the Hollywood Parties with
respect to the subject matter hereof, and no representation, understanding,
promise or condition concerning the subject matter hereof
7
<PAGE>
shall be binding upon the Partnership or the Hollywood Parties unless
expressed herein.
14.4 Should any term, covenant, condition or provision of this
Agreement be determined to be illegal or unenforceable, all other terms,
covenants, conditions and provisions hereof shall nevertheless remain in
full force and effect.
14.5 When the context and construction so require, all words used in
the singular herein shall be deemed to include the plural, the masculine
shall include the feminine and neuter, and vice versa.
14.6 No provision of this Agreement or right granted to the
Partnership and the Hollywood Parties hereunder can be waived in whole or
in part, nor can Hollywood Casino be released from its obligations
hereunder, except by a writing duly executed by an authorized officer of
the Partnership and the Hollywood Parties.
14.7 The headings of this Agreement are inserted for convenience only
and shall have no effect upon the construction or interpretation hereof.
(Signature Page Follows)
8
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HOLLYWOOD CASINO SHREVEPORT
By: HCS I, Inc., its managing general partner
By: /s/ PAUL C. YATES
-----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
HWCC-LOUISIANA, INC.
By: /s/ PAUL C. YATES
-----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
HCS I, INC.
By: /s/ PAUL C. YATES
-----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
HCS II, INC.
By: /s/ PAUL C. YATES
-----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
HOLLYWOOD CASINO CORPORATION
By: /s/ PAUL C. YATES
-----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
[Signature Page Completion Capital Agreement]
<PAGE>
EXHIBIT 10.36
MANAGER SUBORDINATION AGREEMENT
-------------------------------
This MANAGER SUBORDINATION AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement") is made as of August 10,
1999, by and among STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, having an office at Two Avenue De Lafayette, Boston, Massachusetts
02111-1724, as trustee (in such capacity, together with its successors and
assigns, the "Trustee"), for the benefit of itself and the holders of the Notes
(as defined below), HWCC-SHREVEPORT, INC., a Louisiana corporation (the
"Manager"), and HOLLYWOOD CASINO SHREVEPORT, a Louisiana partnership (f/k/a QNOV
and Queen of New Orleans at the Hilton Joint Venture) (the "Company").
RECITALS
A. The Company and Shreveport Capital Corporation, a Louisiana
corporation ("Shreveport Capital", and together with the Company, the
"Issuers"), shall issue up to $150,000,000 of their 13% First Mortgage Notes due
2006 with Contingent Interest (the "Original Notes" and together with any new
notes issued in replacement of and exchange therefor, the "Notes") pursuant to
that certain Indenture dated as of even date herewith (as amended, supplemented
or otherwise modified from time to time, the "Indenture"), by and among the
Issuers, the Trustee and certain other parties. All terms used and not otherwise
defined herein shall have the meanings given in the Indenture.
B. The Manager and the Company are parties to that certain Management
Services Agreement dated as of September 22, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Management Agreement"), pursuant to
which the Company shall pay the Manager a management fee in consideration of the
Manager's services relating to the management and operation of the Shreveport
Resort and reimburse the Manager for services supplied to the Company in
accordance with the terms thereof.
C. As a condition to the purchase of the Notes, the parties have agreed
to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
provisions set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Trustee, the
Manager and the Company agree as follows:
1. Subordination to Senior Debt. Notwithstanding any other
----------------------------
provision of the Management Agreement, all fees payable to the Manager pursuant
to the Management Agreement (other than expense reimbursement payable to the
Manager in accordance with the terms of the Management Agreement) (the
"Management Fees") are and shall be subordinate and junior in right of payment,
to the extent and in the manner hereinafter set forth, to the prior
<PAGE>
indefeasible payment in full, satisfaction and discharge or defeasance in
accordance with the Indenture of all Senior Debt (as defined below).
"Senior Debt" means (a) all indebtedness, liabilities and obligations
of every kind or nature, absolute or contingent, now existing or hereafter
arising, of the Company, its successors and assigns, under the Indenture, the
Notes, any Collateral Documents or any other documents, instruments or
agreements executed in connection with any of the foregoing (the foregoing,
collectively, the "Transaction Documents"), to the Trustee or any holder of
Notes and their successors and assigns, including without limitation the
principal of, and interest on (including any interest accruing after the
commencement of any bankruptcy, insolvency or similar proceeding with respect to
the Company and any interest which would have accrued but for the commencement
of any such proceeding whether or not allowed as a claim in that proceeding),
and all premiums, fees, charges, expenses and indemnities arising under or in
connection with the Indenture, the Notes or any other Transaction Document; and
(b) any modifications, amendments or extensions of any indebtedness or
obligation described in clause (a) above. Except as and to the extent provided
hereinafter, the Manager will not ask, demand, sue for, take or receive from the
Company, by set-off or in any other manner, direct or indirect payment (whether
in cash or property), of the whole or any part of the Management Fees, or any
transfer of any property in payment of or as security therefor, so long as there
exists an Event of Default under the Indenture.
2. Distributions in Liquidation and Bankruptcy. In the event of any
-------------------------------------------
distribution, division or application, partial or complete, voluntary or
involuntary, by operation of law or otherwise, of all or any part of the assets
of the Company or the proceeds thereof (including any assets now or hereafter
securing any Management Fees) to creditors of the Company or upon any
indebtedness of the Company, by reason of the liquidation, dissolution or other
winding up, partial or complete, of the Company, or any receivership, insolvency
or bankruptcy proceeding, or assignment for the benefit of creditors or
marshalling of assets, or any proceeding by or against the Company for any
relief under any bankruptcy or insolvency law or laws relating to the relief of
debtors, readjustment of indebtedness, arrangements, reorganizations,
compositions or extensions (each of the foregoing, a "Liquidation Event"), then
and in any such event:
(a) The holders of Senior Debt shall be entitled to receive
payment in full in cash of all Senior Debt before the Manager shall be
entitled to receive any payment or other distributions on, or with respect
to, the Management Fees;
(b) Any payment or distribution of any kind or character,
whether in cash, securities or other property, which but for these
provisions would be payable or deliverable upon or with respect to the
Management Fees shall instead be paid or delivered directly to the Trustee
for the benefit of the holders of the Senior Debt for application on the
Senior Debt, whether then due or not due, until the Senior Debt shall have
first been fully and indefeasibly paid in cash, satisfied and discharged or
otherwise defeased under the Indenture;
2
<PAGE>
(c) The Manager hereby irrevocably authorizes and empowers the
Trustee, and appoints the Trustee as attorney-in-fact, to demand, sue for,
collect and receive every such payment or distribution and give acquittance
therefor, and to file and vote claims (in bankruptcy proceedings or
otherwise) and take such other actions, in the Trustee's own name or
otherwise, as the Trustee may deem necessary or advisable for the
enforcement of these provisions. The Manager shall duly and promptly take
such action as may be reasonably requested by the Trustee to assist in the
collection of the Management Fees for the account of any holder of the
Senior Debt, and to file appropriate proofs of claim with respect to the
Management Fees and to vote the same, and to execute and deliver to the
Trustee on demand such powers of attorney, proofs of claim, assignments of
claim or other instruments as may be reasonably requested by the Trustee to
enable the Trustee or any other holder of the Senior Debt to enforce any
and all claims upon or with respect to the Management Fees and to collect
and receive any and all payments or distributions which may be payable or
deliverable at any time upon or with respect to the Management Fees. In
addition, the Manager shall take no action (whether oral, written or
otherwise) in contravention of any action of the Trustee duly taken and
permitted hereunder. Such appointment as attorney-in-fact pursuant to this
Section 2(c) is irrevocable and coupled with an interest until payment in
------------
full and complete performance of all the Senior Debt. The Trustee may
appoint a substitute attorney-in-fact. The Manager ratifies all actions
reasonably taken by the attorney-in-fact but, nevertheless, if the Trustee
requests, the Manager will specifically ratify any action taken by the
attorney-in-fact by executing and delivering to the attorney-in-fact or to
any entity designated by the attorney-in-fact all documents necessary to
effect such ratification;
(d) The Manager will forthwith deliver any direct or indirect
payment made to the Manager upon or with respect to the Management Fees
prior to the payment in full, satisfaction and discharge or defeasance of
the Senior Debt in accordance with the Indenture and following any
Liquidation Event or Default or Event of Default to the Trustee in
precisely the form received (except for the endorsement or assignment of
the Manager where necessary) for application on the Senior Debt, whether
then due or not due. Until so delivered, the payment or distribution shall
be held in trust by the Manager as property of the holders of the Senior
Debt. In the event of the failure of the Manager to make any such
endorsement or assignment, the Trustee, or any of its officers or
employees, are hereby irrevocably authorized to make the same; and
(e) Each of the parties hereby agrees that it shall be bound by
the terms and provisions hereof, notwithstanding the confirmation of a plan
of reorganization of the Company under Section 1129(b) of the Bankruptcy
Code.
3. Permitted Payments. Subject to the provisions of Paragraphs 2
------------------ ------------
and 4 of this Agreement, the Company may pay to and the Manager may accept
-
payment of amounts due under the Management Agreement, a true and correct copy
of which is attached hereto as Exhibit A. Any amounts not permitted to be paid
---------
pursuant to the provisions of Paragraph 4 of this Agreement shall be deferred
-----------
and shall accrue and may be paid only at such time as such amounts would
otherwise be permitted to be paid pursuant to the provisions of this Agreement.
Except as otherwise expressly provided in the Indenture, the Company and the
Manager shall not
3
<PAGE>
change, alter, amend, waive or otherwise modify the Management Agreement without
the Trustee's prior written consent.
4. Default on Senior Debt; Other Subordinated Obligation Payment
-------------------------------------------------------------
Restrictions.
- ------------
(a) In the event that any Default or Event of Default shall
occur and be continuing with respect to any Senior Debt, or if any payment
of Management Fees would create a Default or Event of Default, unless and
until all Senior Debt shall have been indefeasibly paid in full in cash,
satisfied and discharged or otherwise defeased under the Indenture, the
right of the Manager to receive any payments or other distributions with
respect to Management Fees shall be deferred during the continuance of such
Default or Event of Default.
(b) Unless and until all Senior Debt shall have been
indefeasibly paid in full in cash, satisfied and discharged or otherwise
defeased under the Indenture, the right of the Manager to receive any
payments or other distributions with respect to the Management Fees shall
be deferred if and to the extent that, as of the date which such Management
Fees are to be paid, the payment of such Management Fees would cause the
Company's Fixed Charge Coverage Ratio for its most recently ended four (4)
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Management Fee is proposed to
be paid to be less than 1.5 to 1 (calculated on a pro forma basis after
adding back Management Fees that were deducted in arriving at Consolidated
Cash Flow during such period and deducting to arrive at Consolidated Cash
Flow Management Fees to be paid pursuant to this Section 4(b)); provided,
--------
however, that with respect to periods following the date the Shreveport
-------
Resort is first Operating and prior to the time when internal financial
statements are available for four (4) full fiscal quarters following such
date, such Fixed Charge Coverage Ratio shall be calculated with respect to
the actual number of full fiscal quarters (but in no event less than one
(1) full fiscal quarter) for which internal financial statements are
available following such date.
If, notwithstanding the foregoing provisions of this Paragraph 4,
-----------
the Manager shall receive any payment or distribution of any kind with
respect to the Management Fees (whether from any collateral securing the
Management Fees or otherwise) following any Event of Default until cured,
such payment or distribution shall be received in trust for, and shall be
delivered to the Trustee promptly in precisely the form received (except
for the endorsement or assignment of the Manager where necessary) for
application on the Senior Debt, whether then due or not due. Until so
delivered, the payment or distribution shall be held in trust by the
Manager as property of the holders of Senior Debt.
(c) Manager agrees that any deferral pursuant hereto of payments
under the Management Agreement shall not constitute a default under the
Management Agreement.
4
<PAGE>
(d) No amounts payable pursuant to the Management Agreement
shall be prepaid.
5. No Acceleration or Exercise of Remedies. So long as any Senior
---------------------------------------
Debt remains unpaid, the Manager will not (a) cause any portion of the
Management Fees to become due prior to the due date for such Management Fees as
set forth in the Management Agreement; (b) accept any payment, prepayment or
defeasance of any portion of the Management Fees prior to the due date for such
Management Fees as set forth in the Management Agreement or in violation of this
Agreement; (c) modify or alter in any way the provisions of the Management
Agreement if the effect of such is to accelerate the payments of the Management
Fees due thereon; or (d) exercise any remedies with respect to the Management
Fees or any collateral at any time securing payment or performance thereof
unless and until, in each such case, all of the Senior Debt shall have
indefeasibly paid in full in cash, satisfied and discharged or otherwise
defeased under the Indenture, or the Trustee shall have otherwise consented in
writing.
6. Bankruptcy. Until the Senior Debt shall have been indefeasibly
----------
paid in full in cash, satisfied and discharged or otherwise defeased under the
Indenture, the Manager will not, without the prior consent of the Trustee,
commence, or join with any other person in commencing, any proceeding against
any Person with respect to the Management Fees under any bankruptcy,
reorganization, readjustment of debt, dissolution, receivership, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction.
7. Continuing Subordination. The subordination effected by these
------------------------
provisions is a continuing subordination and may not be modified or terminated
by the Manager or any other holder of any Management Fees until all of the
Senior Debt shall have been indefeasibly paid in full in cash, satisfied and
discharged or otherwise defeased under the Indenture. At any time and from time
to time, without consent of or notice to the Manager or any other holder of the
Management Fees, and without impairing or affecting the obligations of any of
them hereunder:
(a) The time for the Company's performance of, or compliance
with, any of its agreements contained in the Indenture, the Notes or the
other Transaction Documents, or any other agreement, instrument or document
relating to the Senior Debt, may be modified or extended or such
performance or compliance may be waived;
(b) The Trustee may exercise or refrain from exercising any
rights under the Indenture, the Notes or the other Transaction Documents,
or any other agreement, instrument or document relating to the Senior Debt;
(c) The Indenture, the Notes or the other Transaction Documents,
or any other agreement, instrument or document relating to the Senior Debt,
may be revised, amended or otherwise modified for the purpose of adding or
changing any provisions thereof (including, but not limited to, an increase
in the interest charges), or changing in any manner the rights of the
Trustee or the Company;
5
<PAGE>
(d) Payment of the Senior Debt or any portion thereof may be
extended or refunded or any notes evidencing such Senior Debt may be
renewed in whole or in part;
(e) The maturity of the Senior Debt may be accelerated, and any
collateral security therefor or any other rights of the Trustee may be
exchanged, sold, surrendered, released or otherwise dealt with in
accordance with the terms of any present or future agreement with the
Company and any other agreement of subordination (and the debt covered
thereby) may be surrendered, released or discharged, or the terms thereof
modified or otherwise dealt with in any manner;
(f) Any person liable in any manner for payment of the Senior
Debt may be released by holders of Senior Debt; and
(g) Notwithstanding the occurrence of any of the foregoing,
these subordination provisions shall remain in full force and effect with
respect to the Senior Debt, as the same shall have been extended, renewed,
modified or refunded.
8. Waivers. The Manager hereby waives, and agrees not to assert
-------
(a) any right, now or hereafter existing, to require the Trustee to proceed
against or exhaust any collateral at any time securing the Senior Debt, or to
marshal any assets in favor of the Manager or any other holder of any Management
Fees; (b) any notice of the incurrence of Senior Debt, it being understood
advances may be made under the Indenture, or any other agreement, document or
instrument now or hereafter relating to the Senior Debt, without notice to or
authorization of the Manager in reliance upon these subordination provisions.
It is not the intent of this Agreement to cause the Manager to become
a surety. However, in the event this Agreement may cause the Manager to be
deemed a surety, the following provisions apply; provided, however, that nothing
-------- -------
contained herein shall be deemed to be a guarantee by the obligor of any
obligations for the payment of principal and interest of the Issuers under the
Notes. The Manager hereby waives and relinquishes all rights and remedies
accorded by applicable law to sureties or guarantors and agrees not to assert or
take advantage of any such rights or remedies, including, without limitation,
(a) any right to require the Trustee or any of the Holders (each a "Benefitted
Party") to proceed against the Company or any other Person or to proceed against
or exhaust any security held by a Benefitted Party at any time or to pursue any
other remedy in the power of a Benefitted Party before proceeding against the
Manager with respect to the Management Fees or other Person, (b) the defense of
the statute of limitations in any action with respect to the Management Fees
hereunder or in any action for the collection or performance of the obligations
owing on account of the Senior Debt, (c) any defense that may arise by reason of
the incapacity, lack of authority, death or disability of any Person or the
failure of a Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any Person, (d)
appraisal, valuation, stay, extension, marshalling of assets, redemption,
exemption, demand, presentment, protest and notice of any kind, including,
without limitation, notice of the existence, creation or incurring of any new or
additional indebtedness or obligation or of any action or non-action on the part
of a Benefitted Party, the Company, any endorser, guarantor or creditor of the
Company or on the part
6
<PAGE>
of any Person under this or any other instrument or document in connection with
any obligation or evidence of indebtedness held by a Benefitted Party as
collateral or in connection with the Senior Debt, (e) any defense based upon an
election of remedies by a Benefitted Party, including, without limitation, an
election to proceed by non-judicial rather than judicial foreclosure, which
destroys or otherwise impairs the subrogation rights of the Manager, the right
of the Manager to proceed against the Company or any other Person for
reimbursement, or both, (f) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal, (g) any duty
on the part of a Benefitted Party to disclose to the Manager any facts a
Benefitted Party may now or hereafter know about the Company or any other
Person, regardless of whether a Benefitted Party has reason to believe that any
such facts materially increase the risk beyond that which the Manager intends to
assume, or has reason to believe that such facts are unknown to the Manager, or
has a reasonable opportunity to communicate such facts to the Manager, because
the Manager acknowledges that the Manager is fully responsible for being and
keeping informed of the financial condition of the Company of any other Person
and of all circumstances bearing on the risk of non-payment of any Senior Debt,
(h) any defense arising because of the election of a Benefitted Party, in any
proceeding instituted under the Federal Bankruptcy Code, of the application of
Section 1111(b)(2) of the Federal Bankruptcy Code, (i) any defense based upon
any borrowing or grant of a security interest under Section 364 of the Federal
Bankruptcy Code, (j) any claim or other rights which it may now or hereafter
acquire against the Company or any other Person that arises from the existence
of performance obligations under the Indenture, the Notes or any Collateral
Document, including, without limitation, any right of subrogation,
reimbursement. Notwithstanding the foregoing, nothing in this Section 8 shall
---------
be deemed to impair the rights otherwise expressly given to the Manager in any
of the Loan Documents. No failure or delay on the Trustee's part in exercising
any power, right or privilege under this Agreement shall impair or waive any
such power, right or privilege. The Manager acknowledges and agrees that any
nonrecourse or exculpation provided for in the Indenture, the Notes or any
Collateral Document, or any other provision of this Indenture, the Notes or any
Collateral Document, limiting the Benefitted Parties' recourse to specific
collateral, or limiting the Benefitted Parties' right to enforce a deficiency
judgment against the Company, shall have absolutely no application to the
Manager's or the Company's liability under the Indenture, the Notes or any
Collateral Documents.
9. Lien Subordination. Any Lien, security interest, encumbrance,
------------------
charge or claim of the Manager on any assets or property of the Company or any
proceeds or revenues therefrom which the Manager may have at any time as
security for any Management Fees shall be, and hereby is, subordinated to all
Liens, security interests, or encumbrances now or hereafter granted to the
Trustee by the Company or by law, notwithstanding the date or order of
attachment or perfection of any such Lien, security interest, encumbrance or
claim or charge or the provision of any applicable law. Until all holders of
Senior Debt have received payment in full in cash of the Senior Debt, or the
Senior Debt is satisfied and discharged or defeased under the Indenture, the
Manager agrees that the Manager will not assert or seek to enforce against the
Company the Management Fees or any interest of the Manager in any collateral for
any portion of the Management Fees and that the Trustee may dispose of any or
all of the collateral for the Senior Debt free of any and all Liens, including,
but not limited to, Liens created in favor of the
7
<PAGE>
Manager, through judicial or non-judicial proceedings, in accordance with
applicable law including taking title, after five (5) days written notice to the
Manager. The Manager hereby acknowledges that such notice if given five (5) days
prior to such disposition of any of all of the collateral for the Senior Debt is
sufficient and commercially reasonable. The Manager hereby agrees that any such
sale or other disposition of so much of the collateral for the Senior Debt as is
necessary to satisfy in full in cash all of the Senior Debt shall be free and
clear of any security interest granted to the Manager; provided that the entire
--------
proceeds (after deducting reasonable expenses of sale) are applied in reduction
of the Senior Debt. Upon the Trustee's request, the Manager shall execute and
deliver any releases or other documents and agreements that the Trustee in its
reasonable discretion deems necessary to dispose of the collateral for the
Senior Debt free of the Manager's interest in same. The Manager retains all of
its rights as a junior secured creditor with respect to the surplus, if any,
arising from any such disposition of the collateral for the Senior Debt.
10. Default by Company Under Management Agreement. In the event of
---------------------------------------------
a default by the Company under the Management Agreement, Manager shall promptly
give written notice thereof to Trustee, and Trustee shall have the right (but
not the obligation) to cure such default within the cure periods provided to the
Company under the Management Agreement. Manager shall not take any action with
respect to such default under the Management Agreement, including without
limitation any action to terminate the Management Agreement, unless and until
Trustee fails to cure such default within the applicable cure periods provided
therefor.
11. Subrogation. The Manager hereby subordinates all rights of
-----------
subrogation to the rights of the holders of Senior Debt to receive payments or
distributions, and any rights of subrogation to any collateral for the Senior
Debt, until the Senior Debt shall have been indefeasibly paid in full in cash,
satisfied and discharged or defeased in accordance with the Indenture. Upon such
payment in full, the Manager shall be subrogated to all rights of the holders of
Senior Debt.
12. Subordination Not Impaired by the Company. No right of the
-----------------------------------------
Trustee or any holder of Senior Debt to enforce the subordination of the
Management Fees shall be impaired by any act or failure to act by the Company or
by its failure to comply with these provisions.
13. No Third Party Beneficiaries. This Agreement is not intended
----------------------------
to give or confer any rights to any Person other than the holders of the Senior
Debt. No other party, including the Company, is intended to be a third party
beneficiary of this Agreement.
14. Legend on Note. If any portion of the Management Fees is
--------------
evidenced by a promissory note, stock certificate or other instrument, the
Manager agrees to promptly add a legend thereto stating that the rights of any
holder thereof are subject to this Agreement.
15. Representations and Warranties. The Manager hereby represents
------------------------------
and warrants that (a) the execution and delivery of this Agreement and the
performance by the Manager of its obligations hereunder have received all
necessary approvals and do not and will
8
<PAGE>
not contravene or conflict with any provision of law or of any indenture,
instrument or other agreement to which the Manager is a party or by which it or
its property may be bound or affected or result in or require the creation or
imposition of any mortgage, Lien, pledge, security interest, charge or other
encumbrance in, upon or of any of its properties or assets under any such
indenture, instrument or other agreement, (b) the Manager has full power,
authority and legal right to make and perform this Agreement, (c) the Manager
has not assigned or transferred any indebtedness owing by the Company or any of
the collateral for the Management Fees and that the Manager will not assign or
transfer same, (d) this Agreement is the legal, valid and binding obligation of
the Manager, enforceable against the Manager in accordance with its terms, and
(e) the Management Fees are not subject to any other subordination agreement.
16. No Waiver. No failure on the part of the Trustee to exercise,
---------
no delay in exercising, and no course of dealing with respect to, any right or
remedy hereunder will operate as a waiver thereof; nor will any single or
partial exercise of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy. This Agreement
may not be amended or modified except by written agreement of the Trustee, the
Manager, and the Company, and no consent or waiver hereunder shall be valid
unless in writing and signed by the Trustee.
17. Successors and Assigns. This Agreement, and the terms,
----------------------
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns.
18. GOVERNING LAW. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
-------------
WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO CHOICE OF LAW PRINCIPLES.
19. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Severability. The invalidity, illegality or unenforceability
------------
in any jurisdiction of any provision in or obligation under this Agreement shall
not affect or impair the validity, legality or enforceability of the remaining
provisions or obligations under this Agreement or of such provision or
obligation in any other jurisdiction.
21. Consent. Manager hereby consents to the collateral assignment by
-------
the Company of its right, title and interest under the Management Agreement to
the Trustee, and any exercise of remedies pursuant thereto.
[SIGNATURE PAGE FOLLOWS]
9
<PAGE>
IN WITNESS WHEREOF, this Manager Subordination Agreement has been duly
executed as of the day and year first above written.
MANAGER:
HWCC-SHREVEPORT, INC., a Louisiana corporation
By: /s/ PAUL C. YATES
----------------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and Chief
Financial Officer
COMPANY:
HOLLYWOOD CASINO SHREVEPORT, a Louisiana general
partnership
By: HCS I, Inc., a Louisiana corporation, its
managing general partner
By: /s/ PAUL C. YATES
----------------------------------------
Name: Paul C. Yates
Title: Executive Vice President and
Chief Financial Officer
TRUSTEE:
STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company
By: /s/ ROBERT DUNN
----------------------------------------------
Name: Robert Dunn
Title: Vice President
[Signature Page to Manager Subordination Agreement]
S-1
