COLLATERAL ASSIGNMENT OF TRADEMARK
WHEREAS, RIVIERA BLACK HAWK, INC., a Colorado corporation ("Grantor")
and IBJ Whitehall Bank & Trust Company, a New York banking association, having
an office at One State Street, 10th Floor, New York, New York 10004, as trustee
(in such capacity, together with its successors and assigns, the "Trustee"), are
entering into that certain Indenture dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the "Indenture"), pursuant
to which Grantor shall issue its 13% First Mortgage Notes due 2005 With
Contingent Interest (such Notes, together with any notes issued in replacement
thereof or in exchange therefor, the "Securities"), in the original aggregate
principal amount of $45,000,000;
WHEREAS, pursuant to the terms of the Security Agreement dated as of
even date herewith (as amended, supplemented or otherwise modified from time to
time, the "Security Agreement"; capitalized terms used and not otherwise defined
herein have the meanings given in the Security Agreement), between Grantor and
the Trustee (in such capacity, "Grantee"), Grantor has assigned and granted to
Grantee for Grantee's benefit and the ratable benefit of the holders from time
to time of the Securities (the "Holders") a security interest in substantially
all the assets of Grantor, including without limitation all right, title and
interest of Grantor in, to and under all now owned and hereafter acquired
Trademarks, Trademark registrations, Trademark applications and Trademark
Licenses, together with the goodwill of the business symbolized by Grantor's
Trademarks, and all proceeds thereof, to secure the payment of the Obligations;
and
WHEREAS, Grantor owns the Trademarks, Trademark registrations and
Trademark applications, and is a party to the Trademark Licenses, listed for the
Grantor on Schedule 1 annexed hereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor hereby assigns and conveys
to Grantee a a continuing security interest in all of Grantor's its right, title
and interest in and to the following (all of the following items or types of
property being herein collectively referred to as the "Trademark Collateral"),
whether presently existing or hereafter created or acquired:
1. (a) all registered and unregistered trademarks, trade names,
corporate names, company names, business names, fictitious
business names, trade styles, service marks, logos, slogans and
other source or business identifiers, and the related goodwill
throughout the world and general intangibles associated
therewith, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or
agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise,
including without limitation those set forth on Schedule 1
hereto, and (b) all renewals thereof;
2. any and all agreements, written or oral, providing for the grant
by or to the Grantor of any right to use any Trademark, including
without limitation those set forth on Schedule 1 hereto, but
excluding any such agreement that prohibits the granting of a
security interest therein, provided that the Grantor shall use
its best efforts to obtain consent to the assignment of any such
agreement; and
3. all products and proceeds of the foregoing, including without
limitation any claim by the Grantor against third parties for
past, present or future (a) infringement or dilution of any
Trademark or Trademark registration including without limitation
the Trademarks and Trademark registrations referred to in
Schedule 1 hereto, the Trademark registrations issued with
respect to the trademark applications referred to in Schedule 1
hereto, and the Trademarks licensed under each Trademark License
referred to in Schedule 1 hereto (subject to the terms of such
Trademark License), or (b) injury to the goodwill associated with
any Trademark, Trademark registration or Trademark licensed under
any Trademark License.
Grantee hereby accepts and receives a continuing security interest in
all of Grantor's right, title and interest in and to the Trademark Collateral.
The rights assigned and conveyed hereby shall include, but shall not be limited
to, all rights to use, copy, modify and exploit Trademark Collateral; the right
to exclude others from using Trademark Collateral; the right to license, assign,
convey, and pledge Trademark Collateral to others; the right to sue others and
to collect damages for past, present and future infringements of Trademark
Collateral; the right to create derivatives of Trademark Collateral and to
retain full ownership of such derivatives; and the right to file and prosecute
applications to protect trademark rights in Trademark Collateral.
This assignment and grant of security interest is granted in
conjunction with the security interests granted to Grantee pursuant to the
Security Agreement. Grantor hereby acknowledges and affirms that the rights and
remedies of Grantee with respect to the assignment and security interest in the
Trademark Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.
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2
IN WITNESS WHEREOF, Grantor has caused this Collateral Assignment of
Trademark to be duly executed as of the 3rd day of June, 1999.
RIVIERA BLACK HAWK, INC.,
a Colorado corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
IBJ WHITEHALL BANK & TRUST COMPANY,
a New York banking association, as
trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
[Signature Page to Collateral Assignment of Trademark]
ACKNOWLEDGMENT
State of ____________________
County of ___________________
On __________, before me, ____________, Notary Public, personally
appeared ___________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature __________________ (Seal)
ACKNOWLEDGMENT
State of _____________________
County of ____________________
On __________, before me, ____________, Notary Public, personally
appeared __________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature __________________ (Seal)
ASSIGNMENT OF TRADEMARK
Schedule 1
TRADEMARKS
TRADEMARK REGISTRATIONS
Under the Trademark License Agreement dated June 3, 1999, Grantor is a
licensee of the marks listed below for use at the Riviera Black Hawk.
MARK REGISTRATION NO. DATE
Riviera 2,090,347 8/26/97
TRADEMARK APPLICATIONS
Under the Trademark License Agreement dated June 3, 1999, Grantor is a
licensee of the marks listed below for use at the Riviera Black Hawk.
MARK SERIAL NO. DATE
$40 for $20 75/194,182 11/6/96
Bonus 21 Plus 75/152,286 8/19/96
Jack Pots 75/567,371 10/8/98
Jack Pots 75/567,372 10/8/98
Jack Pots 75/567,373 10/8/98
Loosie Slots 75/567,368 10/8/98
Loosie Slots 75/567/369 10/8/98
Loosie Slots 75/567/370 10/8/98
Nickel Heaven 75/423,123 1/26/98
Nickel Town 75/421,961 1/22/98
Riviera 74/646,349 3/13/95
Schedule 1-1
TRADEMARK LICENSES
Name of Agreement Parties Date of Agreement
Trademark License Riviera Black Hawk, Inc. June 3, 1999
Agreement Riviera Operating Corporation
Schedule 1-2