EXHIBIT 9.1
DATED AS OF MAY 17, 2000
HOLLYWOOD CASINO CORPORATION
VOTING TRUST AGREEMENT
-by and among -
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
- and -
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ AND ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as
of the 17/th/ day of May, 2000, by and among ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
("Shareholders") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("Proxy"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("Successor Proxy") (hereinafter referred to jointly as
Proxy).
WITNESSETH:
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WHEREAS, Shareholders ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ are adult
individuals residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; Shareholder
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. is an adult individual residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; Shareholder ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is an adult
individual residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and
Shareholder ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ is an adult individual residing at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS, each Shareholder is the owner, either directly, indirectly or
beneficially of shares of the issued and outstanding Class A Common Stock (the
"Stock") of Hollywood Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation"), and
specified on Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, Proxy ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. is an adult individual residing at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; Successor Proxy ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
is an adult individual residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and Successor Proxy ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. is an adult individual
residing at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS, Shareholders having a special trust and confidence in Proxy, wish
to irrevocably assign all of Shareholders' voting and other rights incident to
the Stock in Proxy under the terms and pursuant to the conditions set forth in
this Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholders and Proxy do hereby covenant and agree as
follows:
1. APPOINTMENT OF PROXY. Each Shareholder hereby (a) irrevocably appoints
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Proxy, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Proxy and ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇. successor as hereinafter defined, Proxy as his or her attorney-
in-fact and (b) irrevocably grants and assigns to the Proxy, the one
acting, any and all voting rights such Shareholder may now have or may
during the Term of this Agreement acquire, all with respect to the Stock
owned by such Shareholder. In the event
that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is unable or unwilling to serve as Proxy, Shareholder
irrevocably appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Proxy, and further in the
event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ is unable or unwilling to serve, Shareholder
irrevocably appoints ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as the Proxy.
2. PROXY'S DUTIES/LIMITATION OF LIABILITY. In the discharge of his
obligations under this Agreement, Proxy, the one acting, shall have the
right to vote the Stock in such form and manner as Proxy, in the exercise
of good faith and his prudent business judgement may deem in the best
interests of Shareholders. Other than as specifically set forth in this
Paragraph 2, Proxy shall have no further duties or obligations owing to
Shareholders with regard to the Stock. Provided Proxy acts pursuant to
this Agreement in the exercise of good faith and his prudent business
judgment, Proxy shall not be personally liable to any person or entity for
any act or omission to act under this Agreement.
3. COVENANT NOT TO INFLUENCE. Each Shareholder hereby covenants and agrees
that he or she shall not exercise or attempt to exercise, directly or
indirectly, any control or influence over Proxy with regard to any manner
concerning the voting of the Stock.
4. DISPOSITION OF THE STOCK. Except as otherwise provided in this
Paragraph 4, Shareholders, during the Term of this Agreement, shall not
transfer, sell, dispose of, assign, hypothecate or otherwise encumber the
Stock without the prior written approval of Proxy.
5. RELATIONSHIP BETWEEN SHAREHOLDERS AND PROXY. Except as otherwise
specifically set forth in this Agreement, nothing contained or set forth in
this Agreement shall be construed so as to create any fiduciary or other
relationship between Shareholders and Proxy. In the course of exercising
his duties under this Agreement, Proxy shall not be entitled to receive any
compensation or other renumeration from Shareholders, provided however,
that Proxy shall be entitled to retain and pay, on account of and for the
benefit of Shareholders, such professional service providers as Proxy may
deem necessary or desirable. In such event, Proxy shall pay for, and
Shareholders shall reimburse Proxy for, the costs of such professional
service providers.
6. SUCCESSOR TRUSTEE. In the event Proxy is unable or unwilling to serve
Shareholders shall have the right to appoint a Successor Proxy. Any such
Successor Proxy shall assume all rights and responsibilities of Proxy
pursuant to this Agreement but shall not be responsible for any acts or
failures to act which occurred prior to such Successor Proxy assuming all
rights and responsibilities of Proxy under this Agreement.
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7. EFFECTIVE DATE/TERM/TERMINATION
(a) Effective Date and Term. This Agreement shall become effective as of
the date and year first above written and shall continue in force until
December 31, 2002, unless sooner terminated as provided in Paragraph
7(b) of this Agreement (the "Term").
(b) Termination. This Agreement shall immediately terminate upon the
occurrence of Shareholders' sale of all of the Stock pursuant to the
provisions of Paragraph 4 of this Agreement.
8. BEST EVIDENCE. This Agreement shall be executed in original and "Xerox"
or photostatic copies and each copy bearing original signatures of
Shareholders and Proxy in ink shall be deemed an original.
9. SUCCESSION. Subject to the provisions of Paragraph 6 of this Agreement,
this Agreement shall be binding upon and inure to the benefits of
Shareholders' and Proxy's respective heirs, successors and assigns.
10. AMENDMENT OR MODIFICATION. This Agreement may not be amended or
modified except upon a writing (i) signed by both Shareholders and Proxy
and (ii) approved, if required, by any gaming regulatory authority having
jurisdiction.
11. ASSIGNMENT. This Agreement shall not be assigned by either
Shareholders or Proxy without the prior written consent of the non-
assigning party. Any purported assignment in violation of the provisions
of this Paragraph 11 shall be deemed null and void and shall have no force
or effect.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, except to the extent that
applicable gaming laws, rules and regulations and applicable resolutions
and requirements of gaming regulatory authorities having jurisdiction shall
necessarily control and govern.
13. NOTICES. Any and all, written notices required by this Agreement shall
be either (i) hand delivered, (ii) mailed via certified mail, return
receipt requested, (iii) telecopied (with confirmed answerback) or (iv)
delivered via any commercial courier service, addressed to the following:
TO SHAREHOLDERS: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
3
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
1518 Sunnyslope ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TO PROXY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
WITH COPIES TO: General Counsel
--------------- Hollywood Casino Corporation
Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ 48
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
All notices hand delivered shall be deemed delivered as of the date
actually delivered. All notices mailed via certified mail, return receipt
requested, shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered by telecopy shall be effective upon receipt
of the confirmed answerback. All notices delivered via a commercial courier
service shall be deemed delivered as of the next business day after the date
entrusted to such commercial courier service. Any changes in any of the
addresses listed in this Paragraph 13 shall be made by written notice as
provided in this Paragraph 13.
14. INTERPRETATION. The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement. Titles of paragraphs
are for convenience only and are not to be considered a part of this
Agreement.
15. PAROL. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter
hereof and this Agreement supersedes any prior understandings, agreements
or undertakings.
4
IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Shareholder
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, Shareholder
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Shareholder
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Shareholder
WITNESS:
------------------------------- ----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Shareholder
5
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Proxy
WITNESS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Successor Proxy
WITNESS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Successor Proxy
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EXHIBIT "A"
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1. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., WDP Family, Ltd., 723,065 shares of Class A Common
Stock of Hollywood Casino Corporation.
2. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., WDP Jr. Family Trust, 200,044 shares of the Class A
Common Stock of Hollywood Casino Corporation.
3. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 190,544 shares of the Class A Common Stock of
Hollywood Casino Corporation.
4. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, 190,544 shares of the Class A Common Stock of
Hollywood Casino Corporation.
5. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., 31,300 shares of Class A Common Stock of Hollywood
Casino Corporation retained by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. under Account No.
7208-2375.
6. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, 50,000 shares of Class A Common Stock of
Hollywood Casino Corporation retained by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. under
Account No. 7208-2376.
FIRST AMENDMENT TO
HOLLYWOOD CASINO CORPORATION
VOTING TRUST AGREEMENT
----------------------
The First Amendment to Hollywood Casino Corporation Voting Trust Agreement
("First Amendment") is made and entered into by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇
("Shareholder") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("Proxy").
RECITALS
--------
WHEREAS, Shareholder and Proxy entered into that certain Hollywood Casino
Corporation Voting Trust Agreement dated effective May 17, 2000 (the
"Agreement") proving for the assignment of Shareholder's voting rights to
certain shares of common stock of Hollywood Casino Corporation ("Stock"), as is
defined in the Agreement; and
WHEREAS, Shareholder and Proxy desire to amend the Agreement to provide for
Shareholder's right to sell her interest in the Stock, as is defined in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Shareholder and Proxy hereby agree to amend the Agreement as follows:
AGREEMENTS
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1. Shareholder and Proxy hereby ratify and confirm the above Recitals. All
defined terms used in this First Amendment shall have the same meaning
assigned to them in the Agreement.
2. The Agreement is amended by deletion of the Paragraph 4 in its entirety and
insertion of the following new Paragraph 4:
4. DISPOSITION OF THE STOCK. Except as otherwise provided in this Paragraph
4, Shareholder, during the Term of this Agreement, shall not transfer,
sell, dispose of, assign, hypothecate or otherwise encumber the Stock
without the prior written notice of Proxy."
3. Except as amended in this First Amendment, the Agreement shall remain in
full force and effect in accordance with its original terms.
EXECUTED effective as of the 13/th/ day of September, 2001.
WITNESS:
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, Shareholder
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Proxy
-2-