Exhibit 4.7
TRADEMARK SECURITY AGREEMENT
THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company
("DEBTOR"), owns the Trademarks, Trademark registrations, and Trademark
applications listed on Schedule 1 annexed hereto; and ----------
Debtor has entered into an Indenture dated as of April 16, 2004 (as the
same may be amended, restated, supplemented or otherwise modified and in effect
from time to time, the "INDENTURE") among Diamond Jo, LLC, a Delaware limited
liability company ("DJL"), The Old Evangeline Downs Capital Corp., a Delaware
corporation ("CAPITAL" and, together with DJL, the "ISSUERS"), OED Acquisition,
LLC, a Delaware limited liability company ("OEDA"), Peninsula Gaming
Corporation, a Delaware corporation ("PG CORP."), Debtor, and U.S. Bank National
Association, solely in its capacity as trustee ("TRUSTEE") for the holders (the
"HOLDERS") of Issuers 8-3/4% Senior Secured Notes due 2012;
Pursuant to the terms of a Pledge and Security Agreement dated as of April
16, 2004 (as the same may be amended, restated, supplemented or otherwise
modified and in effect from time to time, the "SECURITY Agreement"), among,
inter alia, the Issuers, Debtor and Trustee (in such capacity, "SECURED PARTY"),
Debtor has, subject to Section 2.2 thereof, granted to Secured Party, for the
benefit of Secured Party and the Holders, a security interest in substantially
all the assets of Debtor including all right, title and interest of Debtor in,
to and under all now owned and hereafter acquired Trademarks (as defined in the
Security Agreement) and all proceeds thereof, to secure the payment of all
amounts owing by Debtor under the Indenture Documents to which it is a party;
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Debtor does hereby grant to Secured Party, for the
benefit of Secured Party and the Holders a continuing security interest in all
of Debtor's right, title and interest in, to and under 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) each Trademark, Trademark registration and Trademark application,
including, without limitation, the Trademarks, Trademark registrations
(together with any reissues, continuations or extensions thereof) and
Trademark applications referred to in Schedule 1 annexed hereto, and all
of the goodwill of the business connected with the use of, and symbolized
by, each Trademark, Trademark registration and Trademark application; and
(2) all products and proceeds of the foregoing, including, without
limitation, any claim by Debtor 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 annexed hereto, the
Trademark registrations issued with respect to the Trademark applications
referred in Schedule 1 and the Trademarks licensed under any Trademark
license, or (b) injury to the goodwill associated with any Trademark,
Trademark registration or Trademark licensed under any Trademark license.
Notwithstanding anything herein to the contrary, in no event shall the Trademark
Collateral include, and no Debtor shall be deemed to have granted a security
interest in, any of such Debtor's right, title or interest in any of its assets
to the extent such asset would be excluded from the definition of Collateral
pursuant to Section 2.2 of the Security Agreement.
This security interest is granted in conjunction with the security interests
granted to Secured Party pursuant to the Security Agreement. Debtor hereby
acknowledges and affirms that the rights and remedies of Secured Party with
respect to the 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.
-2-
IN WITNESS WHEREOF, Debtor has caused this Trademark Security Agreement to
be duly executed by its duly authorized officer as of the date first above
written.
THE OLD EVANGELINE DOWNS, L.L.C., a
Louisiana limited liability company
By: /s/ M. Brent Stevens
-------------------------------------
Name: M. Brent Stevens
Title: Chief Executive Officer
Schedule 1
to Trademark
Security Agreement
TRADEMARKS
- --------------------------------------------------------------------------------
SERIAL FILING
MARK NUMBER DATE COUNTRY STATUS
- --------------------------------------------------------------------------------
"Races & Aces" 76518029 3/26/03 USA Debtor applied to the
(Trade Name) USPTO for
registration of this
mark; however, the
USPTO has issued a
non-final action
letter rejecting the
registration of the
mark.
- --------------------------------------------------------------------------------