EXHIBIT 4.6
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT, dated as of December 6, 2001 (this
"AGREEMENT"), is among MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited
liability company (the "COMPANY"); MAJESTIC INVESTOR CAPITAL CORP., a Delaware
corporation (together with the Company, the "ISSUERS"); each of the undersigned
Subsidiaries of the Company (together with the Issuers, the "DEBTORS"); and THE
BANK OF NEW YORK (together with any successor Trustee pursuant to the terms of
the Indenture, the "SECURED PARTY"), acting in the capacity of collateral agent
for the benefit of the holders of the Notes of the Issuers issued under the
Indenture.
RECITALS
WHEREAS, reference is made to that certain Indenture, dated as of the
date hereof (as it may be amended, restated, supplemented or otherwise modified
from time to time, the "INDENTURE"), by and among the Debtors and the Secured
Party;
WHEREAS, in consideration of the extension of credit as set forth in
the Indenture, each Debtor has agreed to secure all obligations under the
Indenture;
WHEREAS, in accordance with the Indenture, the Debtors and the Secured
Party have entered into that certain Pledge and Security Agreement, dated as of
the date hereof (the "PLEDGE AND SECURITY AGREEMENT"); and
WHEREAS, under the Pledge and Security Agreement, the Debtors are
required to execute and deliver this Agreement, and grant to the Secured Party a
security interest in and continuing lien in all of the Trademarks;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, each Debtor and the Secured Party
agree as follows:
1. DEFINITIONS
1.1 Defined Terms. In this Agreement, including in the paragraphs
above, unless otherwise defined herein or the context otherwise requires,
capitalized terms have the meanings set forth in the Pledge and Security
Agreement.
2. GRANT OF SECURITY
2.1 Grant of Security. Subject to applicable Gaming Laws (with respect
to those Debtors which are Gaming Subsidiaries), each Debtor hereby grants to
the Secured Party a security interest in and continuing lien on all of such
Debtor's right, title and interest in, to and under all Trademarks, and all
related goodwill, of such Debtor including, but not limited to, those referenced
in SCHEDULE A hereto.
2.2 Pledge and Security Agreement. This Agreement has been executed and
delivered by the Debtors for the purpose of recording the security interest of
the Secured Party in the Trademarks with the United States Patent and Trademark
Office. The security interest and continuing lien granted herein has been
granted as a supplement to, and not in limitation of, the security interest and
continuing lien granted to the Secured Party under the Pledge and Security
Agreement. The Pledge and Security Agreement (including without limitation
Section 2 therein,
and all rights and remedies of the Secured Party thereunder) shall remain in
full force and effect in accordance with its terms, and is incorporated herein
by reference.
3. RELEASE OF SECURITY INTEREST
3.1 Release of Security Interest. For the avoidance of doubt, upon the
payment in full of all Secured Obligations, the security interest and continuing
lien granted hereby shall be released hereunder and of record and all rights to
the Trademarks granted hereunder shall revert to the Debtors. Upon any such
termination the Secured Party shall, at the Debtors' expense, execute and
deliver to the Debtors such documents as the Debtors shall reasonably request to
evidence such termination.
4. COUNTERPARTS
4.1 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each Debtor and the Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
MAJESTIC INVESTOR HOLDINGS, LLC
By: /s/ Don H. Barden
-----------------------------------
Name: Don H. Barden
Title: Manager
MAJESTIC INVESTOR CAPITAL CORP.
By: /s/ Don H. Barden
-----------------------------------
Name: Don H. Barden
Title: President
BARDEN NEVADA GAMING, LLC
By: /s/ Don H. Barden
-----------------------------------
Name: Don H. Barden
Title: President
BARDEN MISSISSIPPI GAMING, LLC
By: /s/ Don H. Barden
-----------------------------------
Name: Don H. Barden
Title: Manager
BARDEN COLORADO GAMING, LLC
By: /s/ Don H. Barden
-----------------------------------
Name: Don H. Barden
Title: Manager
THE BANK OF NEW YORK
By: /s/ Robert A. Massimillo
-----------------------------------
Name: Robert A. Massimillo
Title: Vice President
EXHIBIT A
TO PLEDGE AGREEMENT
FORM OF PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [MM/DD/YY], is delivered pursuant to the
Pledge Agreement, dated as of December __, 2001 (as it may be from time to time
amended, restated, modified or supplemented, the "PLEDGE AGREEMENT"), between
Majestic Investor, LLC and The Bank of New York, as Secured Party. Capitalized
terms used herein not otherwise defined herein shall have the meanings ascribed
thereto in the Pledge Agreement.
Pledgor hereby confirms, as of the date first written above, the grant to
Secured Party set forth in the Pledge Agreement of, does hereby grant to Secured
Party, a security interest in all of Pledgor's right, title and interest in and
to all Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Pledgor now has or hereafter acquires an interest
and wherever the same may be located and hereby agrees, as of the date first
above written, to continue to be bound as Pledgor by all of the terms and
provisions of the Pledge Agreement, as supplemented by this Pledge Supplement.
Pledgor hereby makes each representation, warranty and covenant set forth in
Section 4 of the Pledge Agreement and hereby represents and warrants that the
attached Supplements to Schedules accurately and completely set forth all
additional information required pursuant to the Pledge Agreement and hereby
agrees that such Supplements to Schedules shall constitute part of the Schedules
to the Pledge Agreement.
IN WITNESS WHEREOF, Pledgor has caused this Pledge Supplement to be
duly executed and delivered by its duly authorized officer as of [mm/dd/yy].
MAJESTIC INVESTOR, LLC
By:_____________________________
Name:
Title: