Exhibit 10.4


ACKNOWLEDGEMENT
& WAIVER


 


Reference
is hereby made to that certain Employment Agreement, dated as of October 1,
2003 (the “Agreement”) by and
between Melvyn Thomas (“Executive”)
and Hollywood Casino Shreveport, a Louisiana general partnership (the “Company”). 
Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Agreement.


Pursuant to Section 19 of the Agreement, it is a
condition of Executive’s employment that the Company’s obligations to Executive
under Section 3.4(b) of the Agreement be guaranteed (the “Guarantee”) by Hollywood Casino Corporation
(“HCC”); provided, however, that
HCC shall have the right, but not the obligation, to secure comparable
employment for Executive at another of its or its affiliate’s properties in
lieu of making any payment by the Company under Section 3.4(b) or by HCC under
the guarantee.


Such Section 19 further states that, in order to
induce HCC to issue such guarantee, the Company agrees to enter into an
agreement with HCC that provides for the Company to post cash collateral (or
otherwise grant a security interest in a deposit account of control account of
the Company) to secure the Company’s reimbursement obligation to HCC under the
guarantee (the “Reimbursement Security
Agreement”).


HCC
hereby acknowledges it obligation to provide the Guarantee and agrees to
provide the Guarantee in substantially the form of Exhibit A hereto or in such
other form as may be mutually agreed upon the Company, Executive and HCC.


HCC
hereby waives its rights, and releases the Company from providing, the
Reimbursement Security Agreement.


IN WITNESS WHEREOF, the undersigned, intending to be
legally bound, has executed this instrument as of this 12th day of
November 2003.


 


	
   

  	
  HOLLYWOOD CASINO CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert Ippolito

  
	
   

  	
  Name:  Robert Ippolito

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  Professional Center

  
	
   

  	
  825 Berkshire Blvd., Suite 200

  
	
   

  	
  Wyomissing, PA  19610

  
	
   

  	
  Attention:  President

  



 

















EXHIBIT A


 


GUARANTY


This GUARANTY, dated as of
November __, 2003 (this “Guaranty”),
is entered into by Hollywood Casino Corporation, a Delaware corporation (“Guarantor”), in favor of Melvyn Thomas, an
individual residing in Nevada (“Guaranteed
Party”).


RECITALS


A.            Hollywood Casino Shreveport, a Louisiana general
partnership and indirect subsidiary of Guarantor (“Company”), desires to employ Guaranteed Party pursuant to the
terms and conditions of that certain Employment Agreement, dated as of October
1, 2003 (the “Employment Agreement”).


B.            It is a condition to Guaranteed Party entering into the
Employment Agreement that Company’s obligations thereunder be guaranteed by
Guarantor as provided in this Guaranty.


NOW, THEREFORE, based on the
foregoing and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce the Guaranteed
Party to enter into the Employment Agreement, Guarantor hereby agrees as
follows:


SECTION 1.                                                    DEFINITION; INTERPRETATION


1.1          Definition.  In this Guaranty, “Guaranteed Obligations” means amounts owed
by Company to Guaranteed Party under Section 3.4(b) of the Employment
Agreement, on the same terms and conditions as set forth in such agreement.


1.2          Interpretation.  If any conflict or
inconsistency arises between the terms, conditions and provisions of this
Guaranty and the terms, conditions and provisions of the Employment Agreement,
the terms, conditions and provisions of this Guaranty shall prevail.  Section headings in this Guaranty are used
for convenience of reference only and do not constitute part of this Guaranty
for any other purpose.  The word
“including” and derivative terms are not limiting.  The word “or” is not exclusive. 
Terms defined in the singular may be used in the plural and vice versa.


SECTION 2.                                                    GUARANTY


2.1          Guaranty of the Guaranteed Obligations.  Guarantor
irrevocably and unconditionally guarantees the due and punctual payment in full
of all Guaranteed Obligations when the same shall become due, whether on demand
or otherwise.  In furtherance of the
foregoing, upon the failure of Company to pay any of the Guaranteed Obligations
when and as the same become due, Guarantor will upon demand pay, or cause to be
paid, in cash to Guaranteed Party the amount of the Guaranteed Obligations


 


2

















 


 then
remaining; provided that, in accordance with Section 19 of the Employment
Agreement, in lieu of making such payment, Guarantor may secure comparable
employment for Guaranteed Party at its or its affiliates’ properties (other
than Company).


 


2.2          Liability of Guarantor Absolute.  Guarantor agrees that its obligations
hereunder are irrevocable, absolute, independent and unconditional and shall
not be affected by any circumstance that constitutes a legal or equitable
discharge of a guarantor or surety other than payment in full of the Guaranteed
Obligations (or the securing of comparable employment as provided in Section
2.1).  Guarantor agrees that this
Guaranty is a guaranty of payment when due and not of collectability.


2.3          Waivers.  Guarantor hereby waives notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of
any action or inaction, and any defenses or benefits that may be derived from
or afforded by law that limit the liability of or exonerate guarantors or
sureties, or that may conflict with the terms of this Guaranty.


2.4          Reinstatement.  The obligations of
Guarantor hereunder shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of Company or by any defense that Company may have by reason of
the order, decree or decision of any court or administrative body resulting
from any such proceeding, and shall continue and remain in full force and
effect or be reinstated, as the case may be, in the event that all or any part
of such payment is rescinded or recovered directly or indirectly from Guaranteed
Party as a preference, fraudulent transfer or otherwise, and any such payment
that is so rescinded or recovered shall constitute Guaranteed Obligations for
all purposes under this Guaranty.


SECTION 3.                                                    MISCELLANEOUS


3.1          Notices.  Any communications between Guaranteed Party
and Guarantor and any notices or requests provided herein may be given by
mailing the same, postage prepaid, or by facsimile transmission to each such
party at its address set forth on the signature pages hereof or to such other
addresses as each such party may in writing hereafter indicate.  Any notice, request or demand to or on
Guaranteed Party or Guarantor shall not be effective until received.


3.2          Expenses.  Each party shall
bear its own costs and expenses with respect hereto.


3.3          Severability.  In case any
provision in or obligation under this Guaranty shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.


3.4          Amendments and Waivers.  No amendment,
modification, termination or waiver of any provision of this Guaranty, and no
consent to any departure 


 


3

















 


by Guarantor therefrom, shall in any event be
effective without the written concurrence of Guaranteed Party and
Guarantor.  Any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which it was given.


 


3.5          Successors and Assigns.  This Guaranty is a
continuing guaranty, and shall be binding on Guarantor and its successors and
assigns.  This Guaranty shall inure to
the benefit of Guaranteed Party and its successors, heirs and assigns.  Guarantor shall not assign this Guaranty or
any of its rights or obligations hereunder without the prior written consent of
Guaranteed Party.


3.6          Applicable Law.  THIS GUARANTY SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


[signature page follows]


 


4

















 


IN WITNESS WHEREOF, the
undersigned Guarantor has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first written
above.


	
   

  	
  HOLLYWOOD CASINO CORPORATION,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  Professional Center

  	
   

  
	
   

  	
  825 Berkshire Blvd., Suite 200

  	
   

  
	
   

  	
  Wyomissing, PA  19610

  	
   

  
	
   

  	
  Attention:  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Melvyn Thomas,

  	
   

  	
   

  
	
  an individual

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  900 South Meadows Parkway, #322

  	
   

  	
   

  
	
  Reno, NV  89521