EXHIBIT 4.4
TRADEMARK SECURITY AGREEMENT
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THIS TRADEMARK SECURITY AGREEMENT (this "Agreement") is made as of
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May 19 1999, by HOLLYWOOD CASINO CORPORATION, a Delaware corporation, with its
chief executive office at Two Galleria Tower, Suite 2200, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Grantor"), in favor of STATE STREET BANK AND TRUST
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COMPANY, a Massachusetts chartered trust company, with offices at Two
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee acting
on behalf of the Holders of the Notes under (and as defined in) the Indenture
described below (the "Secured Party").
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RECITALS
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WHEREAS, Grantor, HWCC Tunica, Inc., HWCC-Shreveport, Inc., and
Secured Party, as Trustee, have entered into an Indenture dated as of the date
hereof (as the same may be amended, supplemented, restated or otherwise modified
from time to time, the "Indenture"), pursuant to which Grantor will issue up to
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$310,000,000 of its 11 1/4% Series A and Series B Senior Secured Notes due 2007
and up to $50,000,000 of its Floating Rate Series A and Series B Senior Secured
Notes due 2006 (as the same may be amended, supplemented, restated, exchanged,
replaced or otherwise modified from time to time, collectively, the "Notes").
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WHEREAS, to satisfy one of the terms and conditions of the Indenture,
Grantor has entered into that certain Security Agreement dated as of the date
hereof (the "Security Agreement") in favor of Secured Party, which is
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incorporated herein by reference; and
WHEREAS, the Security Agreement provides, inter alia, for the
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assignment and grant of a security interest in certain intellectual property of
Grantor; and
WHEREAS, it is the purpose of this document to perfect and memorialize
the security interests granted to Secured Party in the Security Agreement in the
United States trademark registrations and applications for registration of
Grantor described or referred to in the attached Exhibit A, in a form suitable
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for recording in the United States Patent and Trademark Office;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged, and subject to the terms and conditions of the Security
Agreement, Grantor hereby assigns and grants to Secured Party a continuing first
priority security interest in all of Grantor's right, title and interest in, to
and under each trademark registration and application for trademark registration
described or referred to in the attached Exhibit A, whether presently existing
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or hereafter created or acquired, and a security interest in the good will of
the business symbolized by the respective marks of said registrations and
applications.
The provisions of this Agreement shall be governed by the internal
laws of the State of New York.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be executed and delivered as of the date first set forth above.
HOLLYWOOD CASINO CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
STATE OF ILLINOIS )
)
COUNTY OF ▇▇▇▇ )
BEFORE ME, the undersigned authority, on this day personally
appeared ▇▇▇▇ ▇. ▇▇▇▇▇, and having been duly sworn by me, upon his/her oath
states that he/she is Executive Vice President and CFO of Hollywood Casino
Corporation, that he/she has read and understands the foregoing instrument, that
he/she is authorized to execute said instrument, and acknowledged to me that
he/she executed same for the purposes and consideration therein expressed, in
the capacity therein stated, and as the act and deed of said corporation.
SUBSCRIBED AND SWORN TO BEFORE ME, this 19th day of May, 1999.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
NOTARY PUBLIC
My Commission Expires: 3/12/2002
EXHIBIT A
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to
TRADEMARK SECURITY AGREEMENT
Trademark Registrations:
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▇▇▇▇ Reg No. Date
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HOLLYWOOD CASINO & DESIGN 1,849,650 08/09/94
HOLLYWOOD CASINO 1,851,759 08/30/94
RUDOLFO'S 1,865,043 11/29/94
HOLLYWOOD DIRECTOR'S LOUNGE & DESIGN 1,874,322 01/17/95
HOLLYWOOD DIRECTOR'S LOUNGE 1,880,151 02/21/95
CAFE HARLOW 1,880,969 02/28/95
CLUB HARLOW & DESIGN 1,882,606 03/07/95
CAFE HARLOW CUISINE AMERICAIN & DESIGN 1,884,060 03/14/95
CLUB HARLOW 1,885,408 03/21/95
HOLLYWOOD TAKE TWO & DESIGN 1,885,409 03/21/95
HOLLYWOOD TAKE TWO 1,885,410 03/21/95
HOLLYWOOD TAKE ONE & DESIGN 1,885,411 03/21/95
HOLLYWOOD TAKE ONE 1,885,412 03/21/95
RUDOLFO'S RISTORANTE 1,927,611 10/17/95
RUDOLFO'S ROMANTIC ITALIAN DINING & DESIGN 1,891,855 04/25/95
HOLLYWOOD EPIC BUFFET 1,902,030 06/27/95
HOLLYWOOD EPIC BUFFET & DESIGN 1,903,176 07/04/95
HOLLYWOOD CASINO 1,903,858 07/04/95
HOLLYWOOD MARQUEE 1,904,686 07/11/95
HOLLYWOOD SCREEN TEST 1,904,687 07/11/95
▇▇▇▇ REG. NO. REG. DATE
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HOLLYWOOD MARQUEE and Design 1,990,629 08/06/96
(Serial No. 74-395727)
FAIRBANKS A SWASHBUCKLING 1,926,892 10/17/95
STEAKHOUSE and Design (Serial No. 74-395732)
FAIRBANKS (Serial No. 74-395734) 1,974,466 05/21/96
HOLLYWOOD SCREEN TEST & Design 1,928,914 10/24/95
(Serial No. 74-395740)
HOLLYWOOD CASINO (Stylized) 1,949,319 01/16/96
(Serial No. 74-298908)
ADVENTURE SLOTS (Stylized) 2,043,723 03/11/97
ADVENTURE SLOTS & DESIGN 2,049,113 04/01/97
ADVENTURE SLOTS (Stylized) 2,050,964 04/08/97
ADVENTURE SLOTS 2,101,971 09/30/97
TRADEMARK APPLICATIONS
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▇▇▇▇ SERIAL NO. FILING DATE
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HOLLYWOOD BOX OFFICE BAR 74/395,742 05/26/93
HOLLYWOOD BOX OFFICE BAR & DESIGN 74/395,743 05/26/93
HOLLYWOOD CASINO HOTEL 74/479,112 01/13/94
HOLLYWOOD CASINO STUDIO STORE 74/687,479 06/12/95
HOLLYWOOD STUDIO WORLD 75/063,112 02/26/96
HOLLYWOOD KIDZ 75/124,091 06/24/96
HOLLYWOOD CASINO & DESIGN 75/261,553 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,554 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,555 03/21/97
HOLLYWOOD CASINO & DESIGN 75/261,556 03/21/97
C-2
