INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated
as of July __, 2002, is entered into by and between, on the one hand, RIVIERA
HOLDINGS CORPORATION, a Nevada corporation ("RHC"), RIVIERA OPERATING
CORPORATION, a Nevada corporation ("ROC"), RIVIERA BLACK HAWK, INC., a Colorado
corporation ("RBH"), RIVIERA GAMING MANAGEMENT, INC., a Nevada corporation
("RGM"), and RIVIERA GAMING MANAGEMENT OF COLORADO, INC., a Colorado corporation
("RGMC") (RHC, ROC, RBH, RGM, RGMC, and any other entity that hereafter becomes
a Borrower or a Guarantor under the below-defined Loan Agreement and becomes a
party hereto by executing and delivering a joinder hereto, are individually and
collectively referred to herein as "Debtor"), and, on the other hand, FOOTHILL
CAPITAL CORPORATION, as Agent under the below-defined Loan Agreement ("Agent")
for the benefit of the below-defined Lender Group, in light of the following:
A. Pursuant to that certain Loan and Security Agreement, dated as of
substantially even date herewith (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the "Loan Agreement"), by
and among, (i) RHC, ROC, and RBH, as the "Borrower", (ii) RGM and RGMC, as the
"Guarantor", (iii) the lenders identified therein as the "Lenders", and (iv)
Foothill Capital Corporation, as the "Agent", the below-defined Lender Group has
agreed to extend credit to Borrower in accordance with the terms and conditions
of the Loan Agreement, which credit is guarantied by Guarantor. As used herein,
the term "Lender Group" means, individually and collectively, the Lenders and
the Agent. Capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Loan Agreement.
B. Pursuant to the Loan Agreement and certain other Loan Documents, each Debtor
has granted to Agent, for the benefit of the Lender Group, a security interest
in all or substantially all of such Debtor's assets, including without
limitation the intellectual property of Debtor described herein. It is a
condition to the initial extension of credit under the Loan Agreement that
Debtor and Agent execute and deliver this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants,
conditions, representations, and warranties hereinafter set forth and for other
good and valuable consideration, Debtor and Agent, for the benefit of Lender
Group, mutually agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. The following terms, as used in this Agreement, have the
following meanings:
"Code" means the California Uniform Commercial Code,
as amended and supplemented from time to time, and any successor statute.
"copyright" shall have the meaning ascribed to such
term in the United States Copyright Act of 1976, as amended (or in any
successor statute), and includes mask works, unregistered copyrights, and
unregistered mask works.
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"IP Collateral" means:
(i) Each of the trademarks and rights and interest which are capable of
being protected as trademarks (including trademarks, service marks,
designs, logos, indicia, tradenames, corporate names, company names,
domain names, business names, fictitious business names, trade styles,
and other source or business identifiers, and applications pertaining
thereto), which are presently, or in the future may be, owned, created,
acquired, or used (whether pursuant to a license or otherwise) by
Debtor, in whole or in part, and all trademark rights with respect
thereto throughout the world, including all proceeds thereof (including
license royalties and proceeds of infringement suits), and rights to
renew and extend such trademarks and trademark rights; and the
associated goodwill;
(ii) Each of the patents and patent applications which are presently, or in
the future may be, owned, issued, acquired, or used (whether pursuant
to a license or otherwise) by Debtor, in whole or in part, and all
patent rights with respect thereto throughout the world, including all
proceeds thereof (including license royalties and proceeds of
infringement suits), foreign filing rights, and rights to extend such
patents and patent rights;
(iii) Each of the copyrights and rights and interests capable of being
protected as copyrights, which are presently, or in the future may be,
owned, authored, acquired, or used (whether pursuant to a license or
otherwise) by Debtor, in whole or in part, and all copyright rights
with respect thereto throughout the world, including all proceeds
thereof (including license royalties and proceeds of infringement
suits), and all tangible property embodying the copyrights (including
books, records, films, computer tapes or disks, photographs,
specification sheets, source codes, object codes, and other physical
manifestations of the foregoing);
(iv) All of Debtor's right, title, and interest in and to the trademark
registrations and trademark applications listed on Schedule A, attached
hereto, as the same may be updated hereafter from time to time; and the
associated goodwill;
(v) All of Debtor's right, title, and interest, in and to the patents and
patent applications listed on Schedule B, attached hereto, as the same
may be updated hereafter from time to time;
(vi) All of Debtor's right, title, and interest, in and to the copyright
registrations and copyright applications listed on Schedule C, attached
hereto, as the same may be updated hereafter from time to time;
(vii) All of Debtor's rights to register trademark claims under any state or
federal trademark law or regulation of any foreign country and to apply
for, renew, and extend the trademark registrations and trademark
rights, the right (without obligation) to xxx or bring opposition or
cancellation proceedings in the name of Debtor or in the name of Agent
(for the benefit of the Lender Group) for past, present, and future
infringements of the trademarks, registrations, or trademark rights and
all rights (but not obligations) corresponding thereto in the United
States and any foreign country; and the associated goodwill;
(viii) All of Debtor's right, title, and interest in all patentable
inventions, and rights to file applications for patent under federal
patent law or regulation of any foreign country, and to request
reexamination and/or reissue of the patents, the right (without
obligation) to xxx or bring interference proceedings in the name of
Debtor or in the name of Agent (for the benefit of the Lender Group)
for past, present, and future infringements of the patents, and all
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rights (but not obligations) corresponding thereto in the United States
and any foreign country;
(ix) All of Debtor's rights to register copyright claims under any federal
copyright law or regulation of any foreign country and to apply for
registrations on original works, compilations, derivative works,
collective works, and works for hire, the right (without obligation) to
xxx in the name of Debtor or in the name of Agent (for the benefit of
the Lender Group) for past, present, and future infringements of the
copyrights, and all rights (but not obligations) corresponding thereto
in the United States and any foreign country;
(x) All general intangibles relating to the foregoing; and
(xi) All proceeds of any and all of the foregoing (including, without
limitation, license royalties and proceeds of infringement suits) and,
to the extent not otherwise included, all payments under insurance, or
any indemnity, warranty, or guaranty payable by reason of loss or
damage to or otherwise with respect to the IP Collateral.
Anything herein or in the other Loan Documents to the contrary notwithstanding,
the IP Collateral shall not include the Excluded Assets.
"Obligations" means: (a) with respect to any Debtor that is a Borrower
under the Loan Agreement, the "Obligations" as such term is defined in the Loan
Agreement; and (b) with respect to any Debtor that is a Guarantor (but not a
Borrower) under the Loan Agreement, the "Guarantor Obligations" as such term is
defined in the Loan Agreement; and in either case, includes without limitation
all costs and expenses described in Section 11.8 hereof.
1.2 Construction. Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, and the term "including" is not limiting. The words
"hereof," "herein," "hereby," "hereunder," and other similar terms refer to this
Agreement as a whole and not to any particular provision of this Agreement. Any
initially capitalized terms used but not defined herein shall have the meaning
set forth in the Loan Agreement. Any reference herein to any of the Loan
Documents includes any and all alterations, amendments, extensions,
modifications, renewals, or supplements thereto or thereof, as applicable.
Neither this Agreement nor any uncertainty or ambiguity herein shall be
construed or resolved against the Lender Group or Debtor, whether under any rule
of construction or otherwise. On the contrary, this Agreement has been reviewed
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by Debtor, the Lender Group, and their respective counsel, and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of the Lender Group and
Debtor.
2. GRANT OF SECURITY INTEREST.
Each Debtor hereby grants to Agent, for the benefit of the
Lender Group, a first-priority security interest in all of such Debtor's right,
title, and interest in and to the IP Collateral to secure the Obligations of
such Debtor.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Debtor hereby represents, warrants, and covenants that:
3.1 Copyrights; Trademarks; Service Marks; Patents.
(i) A true and complete schedule setting forth all federal and state
trademark and service xxxx registrations owned or controlled by Debtor
or licensed to Debtor, together with a summary description and full
information in respect of the filing or issuance thereof and expiration
dates is set forth on Schedule A;
(ii) A true and complete schedule setting forth all patent and patent
applications owned or controlled by Debtor or licensed to Debtor,
together with a summary description and full information in respect of
the filing or issuance thereof and expiration dates is set forth on
Schedule B; and
(iii) A true and complete schedule setting forth all federal copyright
registrations owned or controlled by Debtor or licensed to Debtor,
together with a summary description and full information in respect of
the filing or issuance thereof and expiration dates is set forth on
Schedule C.
3.2 Validity; Enforceability. Each of Debtor's copyrights, patents, service
marks and trademarks is valid and enforceable, and Debtor is not presently aware
of any past, present, or prospective claim by any third party that any of its
copyrights, patents, service marks, or trademarks are invalid or unenforceable,
or that its use of any copyrights, patents, service marks, or trademarks
violates the rights of any third person, or of any basis for any such claims;
3.3 Title. Debtor is the sole and exclusive owner of the entire and unencumbered
right, title, and interest in and to each of the copyrights, copyright
registrations, patents, patent applications, service marks, service xxxx
registrations, trademarks, and trademark registrations set forth on Schedules A,
B, and C, free and clear of any liens, charges, and encumbrances, including
pledges, assignments, licenses, shop rights, and covenants by Debtor not to xxx
third persons, except for Permitted Liens;
3.4 Notice. Debtor has used and will continue to use proper
statutory notice in connection with its use of each of its copyrights,
patents, service marks, and trademarks;
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3.5 Quality. Debtor has used and will continue to use consistent standards of
high quality (which may be consistent with Debtor's past practices) in the
manufacture, sale, and delivery of products and services sold or delivered under
or in connection with its service marks and trademarks, including, to the extent
applicable, in the operation and maintenance of its merchandising operations,
and will continue to maintain the validity of its service marks and trademarks;
3.6 Perfection of Security Interest. Except for the filing of a financing
statement with the Secretary of State of Nevada (with respect to RHC, ROC, and
RGM) or Colorado (with respect to RBH and RGMC) and filings with the United
States Patent and Trademark Office and the United States Copyright Office
necessary to perfect the security interests created hereunder, no authorization,
approval, or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required either for the grant by Debtor of the
security interest hereunder or for the execution, delivery, or performance of
this Agreement by Debtor or for the perfection of or the exercise by Agent (for
the benefit of the Lender Group) of its rights hereunder to the IP Collateral in
the United States.
4. AFTER-ACQUIRED COPYRIGHT, PATENT, SERVICE XXXX, OR TRADEMARK RIGHTS.
If Debtor shall obtain rights to any new copyright, service
marks, trademarks, any new patentable inventions or become entitled to the
benefit of any patent application or patent for any reissue, division, or
continuation, of any patent, the provisions of this Agreement shall
automatically apply thereto. Debtor shall give prompt notice in writing to Agent
with respect to any such new service marks, trademarks or patents, or renewal or
extension of any service xxxx or trademark registration. Debtor shall bear any
expenses incurred in connection with future patent applications or service xxxx
or trademark registrations.
5. LITIGATION AND PROCEEDINGS.
Debtor shall commence and diligently prosecute in its own
name, as the real party in interest, for its own benefit, and its own expense,
such suits, administrative proceedings, or other action for infringement or
other damages as are in its reasonable business judgment necessary to protect
the IP Collateral. Debtor shall provide to Agent any information with respect
thereto requested by Agent. Agent (for the benefit of the Lender Group) shall
provide at Debtor's expense all necessary cooperation in connection with any
such suits, proceedings, or action, including, without limitation, joining as a
necessary party. Following Debtor's becoming aware thereof, Debtor shall notify
Agent of the institution of, or any adverse determination in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office, or any United States, state, or foreign court regarding Debtor's claim
of ownership in any of the copyrights, patents, service marks or trademarks, its
right to apply for the same, or its right to keep and maintain such copyright,
patent, service xxxx or trademark rights.
6. POWER OF ATTORNEY.
Debtor grants Agent, for the benefit of Lender Group, power of
attorney, having the full authority, and in the place of Debtor and in the name
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of Debtor, from time to time following an Event of Default in Agent's Permitted
Discretion, to take any action and to execute any instrument which Agent may
deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, as may be subject to the provisions of this
Agreement: to endorse Debtor's name on all applications, documents, papers, and
instruments necessary for the Lender Group to use or maintain the IP Collateral;
to ask, demand, collect, xxx for, recover, impound, receive, and give
acquittance and receipts for money due or to become due under or in respect of
any of the IP Collateral; to file any claims or take any action or institute any
proceedings that the Lender Group may deem necessary or desirable for the
collection of any of the IP Collateral or otherwise to enforce the Lender
Group's rights with respect to any of the IP Collateral and to assign, pledge,
convey, or otherwise transfer title in or dispose of the IP Collateral to any
person.
7. RIGHT TO INSPECT.
Debtor grants to Agent and its employees and agents the right
to visit Debtor's plants and facilities which manufacture, inspect, or store
products sold under any of the patents or trademarks, and to inspect the
products and quality control records relating thereto at reasonable times during
regular business hours.
8. EVENTS OF DEFAULT.
Any of the following events shall be an Event of Default:
8.1 Loan Agreement. An Event of Default, as defined in the Loan Agreement,
shall occur and be continuing;
8.2 Misrepresentation. Any representation or warranty made herein by
Debtor or in any document furnished to the Lender Group by Debtor under this
Agreement is incorrect in any material respect when made or when reaffirmed; and
8.3 Breach. Debtor fails to observe or perform any covenant, condition, or
agreement to be observed or performed pursuant to the terms hereof which
materially and adversely affects the Lender Group.
9. SPECIFIC REMEDIES.
Upon the occurrence and during the continuation of any Event
of Default, Agent, for the benefit of the Lender Group, shall have, in addition
to, other rights given by law or in this Agreement, the Loan Agreement, or in
any other Loan Document, all of the rights and remedies with respect to the IP
Collateral of a secured party under the Code, including the following:
9.1 Notification. Agent may notify licensees to make royalty payments on
license agreements directly to Agent (for the benefit of the Lender Group);
9.2 Sale. The Lender Group may sell or assign the IP Collateral and associated
goodwill at public or private sale for such amounts, and at such time or times
as the Lender Group deems advisable. Any requirement of reasonable notice of any
disposition of the IP Collateral shall be satisfied if such notice is sent to
Debtor ten days prior to such disposition (although no notice needs to be given
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prior to the disposition of any portion of the IP Collateral that is perishable
or threatens to decline speedily in value or that is of a type customarily sold
on a recognized market). Debtor shall be credited with the net proceeds of such
sale only when they are actually received by the Lender Group, and Debtor shall
continue to be liable for any deficiency remaining after the IP Collateral is
sold or collected. If the sale is to be a public sale, giving notice of the time
and place by publishing a notice one time at least ten days before the date of
the sale in a newspaper of general circulation in the county in which the sale
is to be held will be deemed commercially reasonable. To the maximum extent
permitted by applicable law, the Lender Group may be the purchaser of any or all
of the IP Collateral and associated goodwill at any public sale and shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the IP Collateral sold at any public
sale, to use and apply all or any part of the Obligations as a credit on account
of the purchase price of any collateral payable by the Lender Group at such
sale.
10. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION
OF THE LENDER GROUP, IN ANY OTHER COURT IN WHICH THE LENDER GROUP SHALL INITIATE
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER
THE MATTER IN CONTROVERSY. EACH OF THE PARTIES HERETO WAIVES, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 10. THE PARTIES HERETO HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF THE PARTIES HERETO
REPRESENTS IT HAS REVIEWED THIS WAIVER AND HAS KNOWINGLY AND VOLUNTARILY WAIVED
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.
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11. GENERAL PROVISIONS.
11.1 Effectiveness. This Agreement shall be binding and deemed effective
when executed by Debtor and Agent, on behalf of the Lender Group.
11.2 Successors and Assigns. This Agreement shall bind and inure to the benefit
of the respective successors and assigns of each of the parties; provided,
however, that Debtor may not assign this Agreement or any rights or duties
hereunder without the Lender Group's prior written consent and any prohibited
assignment shall be absolutely void. Agent may assign this Agreement and its
rights and duties hereunder and no consent or approval by Debtor is required in
connection with any such assignment.
11.3 Section Headings. Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each section applies equally to this entire Agreement.
11.4 Interpretation. Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against Agent, the Lender Group, or
Debtor, whether under any rule of construction or otherwise. On the contrary,
this Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of all parties hereto.
11.5 Severability of Provisions. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.
11.6 Amendments in Writing. This Agreement can only be amended by a writing
signed by both Agent (for the benefit of the Lender Group) and Debtor.
11.7 Counterparts; Telefacsimile Execution. This Agreement may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver a manually executed
counterpart of this Agreement but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.
11.8 Fees and Expenses. Debtor shall pay to Agent, for the benefit of the Lender
Group, on demand all costs and expenses that the Lender Group pays or incurs in
connection with the negotiation, preparation, consummation, administration,
enforcement, and termination of this Agreement, including: (a) reasonable
attorneys' and paralegals' fees and disbursements of counsel to the Lender
Group; (b) costs and expenses (including reasonable attorneys' and paralegals'
fees and disbursements) for any amendment, supplement, waiver, consent, or
subsequent closing in connection with this Agreement and the transactions
contemplated hereby; (c) costs and expenses of lien and title searches; (d)
taxes, fees, and other charges for filing this Agreement at the United States
Patent and Trademark Office or the United States Copyright Office, or for filing
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financing statements, and continuations, and other actions to perfect, protect,
and continue the security interest created hereunder; (e) sums paid or incurred
to pay any amount or take any action required of Debtor under this Agreement
that Debtor fails to pay or take; (f) costs and expenses of preserving and
protecting the IP Collateral; and (g) costs and expenses (including reasonable
attorneys' and paralegals' fees and disbursements) paid or incurred to enforce
the security interest created hereunder, sell or otherwise realize upon the IP
Collateral, and otherwise enforce the provisions of this Agreement, or to defend
any claims made or threatened against Agent or the Lender Group arising out of
the transactions contemplated hereby (including preparations for the
consultations concerning any such matters). The foregoing shall not be construed
to limit any other provisions of this Agreement or the Loan Documents regarding
costs and expenses to be paid by Debtor. The parties agree that reasonable
attorneys' and paralegals' fees and costs incurred in enforcing any judgment are
recoverable as a separate item in addition to fees and costs incurred in
obtaining the judgment and that the recovery of such attorneys' and paralegals'
fees and costs is intended to survive any judgment, and is not to be deemed
merged into any judgment.
11.9 Notices. Except as otherwise provided herein, all notices, demands, and
requests that either party is required or elects to give to the other shall be
in writing and shall be governed by the provisions contained in the Loan
Agreement.
11.10 Termination ByAgent. After termination of the Loan Agreement and when the
Lender Group has received payment and performance, in full, of all Obligations,
Agent, on behalf of the Lender Group, shall execute and deliver to Debtor a
termination of all of the security interests granted by Debtor hereunder.
11.11 Integration. This Agreement, together with the other Loan Documents,
reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.
11.12 Additional Debtors. From time to time, additional Restricted Subsidiaries
of Borrower may become Borrowers or Guarantors pursuant to Section 6.19 of the
Loan Agreement and, by executing and delivering to Agent a joinder hereto, shall
become an additional Debtor hereunder and thereby shall be deemed to have agreed
to be bound by each provision herein, with the same force and effect as though
such Person were party hereto, mutatis mutandis.
[remainder of page intentionally left blank; signature page immediately follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
Debtor:
RIVIERA GAMING MANAGEMENT, INC., a RIVIERA GAMING MANAGEMENT OF COLORADO,
Nevada corporation. INC.; a Colorado corporation
By_______________________________ By_______________________________
Name:____________________________ Name:____________________________
Title: _____________________________ Title: _____________________________
RIVIERA HOLDINGS CORPORATION, a Nevada RIVIERA BLACK HAWK, INC., a Colorado
corporation corporation
By_______________________________ By_______________________________
Name:____________________________ Name:____________________________
Title: _____________________________ Title: _____________________________
RIVIERA OPERATING CORPORATION, a Nevada
corporation
By_______________________________
Name:____________________________
Title: _____________________________
Agent:
FOOTHILL CAPITAL CORPORATION, a California corporation,
as Agent for the benefit of the Lender Group
By_______________________________
Name:____________________________
Title: _____________________________
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SCHEDULE A
Trademarks
U.S. Federal Trademark Applications/Registrations
Xxxx Registration (R) Registration Owner/Applicant
or Serial No. (S) or Filing Date
$40 for $20 (R)2,237,993 4/13/99 Riviera Operating Corporation
Xxxx Pots (R)2,404,697 11/14/00 Riviera Operating Corporation
Xxxx Pots (S)75,567,372 10/8/98 Riviera Operating Corporation
Pending - Intent to use
Xxxx Pots (R)2,527,890 1/8/02 Riviera Operating Corporation
Loosie Slots (R)2,392,131 10/3/00 Riviera Operating Corporation
Loosie Slots (R)2,547,701 3/12/02 Riviera Operating Corporation
Loosie Slots (R)2,527,889 1/8/02 Riviera Operating Corporation
Nickel Heaven (R)2,249,207 6/1/99 Riviera Operating Corporation
Riviera (R)2,297,193 12/7/99 Riviera Operating Corporation
Riviera (R)2,090,347 8/26/97 Riviera Operating Corporation
1
Riviera (logo) (R)2,389,433 9/26/00 Riviera Operating Corporation
Splash (R)1,964,935 4/2/96 Riviera Operating Corporation
Splash (stylized) (R)2,247,039 5/25/99 Riviera Operating Corporation
The Entertainment Center (R)2,190,249 9/22/98 Riviera Operating Corporation
of Las Vegas
The Star of Las Vegas (R)1,588,239 3/20/90 Owner at Publication - Riviera, Inc.
Post Registration Owner - Riviera
Holdings Corporation
Gambler's Spree (R)1,579,483 1/23/90 Owner at Publication - Riviera, Inc.
Post Registration Owner - Riviera
Holdings Corporation
Pull for the Gold (R)1,575,681 1/2/90 Owner at Publication - Riviera, Inc.
Post Registration Owner - Riviera
Holdings Corporation
Where Vegas Meets the (R)2,422,235 1/16/01 Riviera Black Hawk, Inc.
Rockies
[Schedule A continued on next page]
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Colorado State Trademark Registrations
Xxxx Registration (R) Registration Owner/Applicant
or Serial No. (S) or Filing Date
Las Vegas in the Rockies (R)20001083562 4/25/00 Riviera Black Hawk, Inc.
Where Vegas Meets the (R)19991127308 7/6/99 Riviera Black Hawk, Inc.
Rockies
Liv at the Riv (R)20011243477 12/24/01 Riviera Black Hawk, Inc.
[Schedule A continued on next page]
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Nevada State Trademark Registrations
Xxxx Registration (R) Registration Owner/Applicant
or Serial No. (S) or Filing Date
$40 of Slot Pay for $20 (S)29600525 11/8/95 Riviera Operating Corporation
$40 for $20 (S)29600524 11/8/95 Riviera Operating Corporation
The Alternative for (S)30500724 2/21/96 Riviera Operating Corporation
Grown-ups
Aristocrat Club 6/30/93 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800646 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800648 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800649 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800650 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800647 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800651 4/5/00 Riviera Operating Corporation
Bingo Fever w/ Design (S)50800652 4/5/00 Riviera Operating Corporation
Bonus 21 Plus (S)55300411 3/14/01 Riviera Operating Corporation
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Bonus 21 Plus (S)55300412 3/14/01 Riviera Operating Corporation
Bonus 21 Plus w/ Design (S)55300413 3/14/01 Riviera Operating Corporation
Classic Las Vegas At Its (S)54900780 2/15/01 Riviera Operating Corporation
Best w/ Design
Classic Las Vegas At Its (S)54900783 2/15/01 Riviera Operating Corporation
Best w/ Design
Classic Las Vegas At Its (S)54900781 2/15/01 Riviera Operating Corporation
Best w/ Design
Classic Las Vegas At Its (S)54900784 2/15/01 Riviera Operating Corporation
Best w/ Design
Classic Las Vegas At Its (S)54900782 2/15/01 Riviera Operating Corporation
Best w/ Design
Dollar Town U.S.A. (S)30500723 2/21/96 Riviera Operating Corporation
Double Diamond Mines (S)50800673 4/13/00 Riviera Operating Corporation
Double Jackpot Junction (S)50200813 2/22/00 Riviera Operating Corporation
Fantasy Revue XXX w/ (S)54101612 12/20/00 Riviera Operating Corporation
Design
Fantasy Revue XXX w/ (S)54101613 12/20/00 Riviera Operating Corporation
Design
5
Fantasy Revue XXX w/ (S)54101614 12/20/00 Riviera Operating Corporation
Design
Jackpot City (S)49400795 12/3/99 Riviera Operating Corporation
Jackpot Factory (S)50200745 2/2/00 Riviera Operating Corporation
Jackpots Galore (S)20200608 2/22/94 Riviera Operating Corporation
Loosie Slots w/Design (S)51800804 6/2/00 Riviera Operating Corporation
Loosie Slots w/Design (S)51800805 6/2/00 Riviera Operating Corporation
Lucky Duck w/Design (S)54600398 1/19/01 Riviera Operating Corporation
Lucky Duck w/Design (S)54600395 1/19/01 Riviera Operating Corporation
Lucky Duck w/Design (S)54600396 1/19/01 Riviera Operating Corporation
Lucky Duck w/Design (S)54600397 1/19/01 Riviera Operating Corporation
Lucky Duck Sweepstakes (S)54600399 1/19/01 Riviera Operating Corporation
w/Design
Lucky Duck Sweepstakes (S)54600400 1/19/01 Riviera Operating Corporation
w/Design
Lucky Duck Sweepstakes (S)54600401 1/19/01 Riviera Operating Corporation
w/Design
6
Lucky Duck Sweepstakes (S)54600402 1/19/01 Riviera Operating Corporation
w/Design
More Certified Fun (S)60201846 3/11/02 Riviera Operating Corporation
w/Design
More Certified Fun (S)60201847 3/11/02 Riviera Operating Corporation
w/Design
More Certified Fun (S)60201848 3/11/02 Riviera Operating Corporation
w/Design
More Fun Certified 3/11/02 Riviera Operating Corporation
(Stylized Lettering and
Design)
More Fun Certified 3/11/02 Riviera Operating Corporation
(Stylized Lettering and
Design)
More Fun Certified 3/11/02 Riviera Operating Corporation
(Stylized Lettering and
Design)
More Winners More Often (S)29600388 12/20/95 Riviera Operating Corporation
Nickel Heaven (S)40201169 2/24/98 Riviera Operating Corporation
Nickel Town (S)55300442 3/27/01 Riviera Operating Corporation
Nickel Town (S)40201160 2/23/98 Riviera Operating Corporation
7
Nickel Town (S)55300443 3/27/01 Riviera Operating Corporation
Nickel Town w/Design (S)55300444 3/27/01 Riviera Operating Corporation
No If's, And's, Or... (R)54101579 12/4/00 Riviera Operating Corporation
No If's, And's, Or... (S)54101581 12/4/00 Riviera Operating Corporation
Poker Paradise w/Design (S)50200833 2/17/00 Riviera Operating Corporation
R 2/21/96 Riviera Operating Corporation
Design only
Rack-N-Roll (S)58400912 10/3/01 Riviera Operating Corporation
Rack-N-Roll (S)58400913 10/3/01 Riviera Operating Corporation
Rack-N-Roll (S)58400914 10/3/01 Riviera Operating Corporation
Rack-N-Roll Players Club (S)59700159 1/11/02 Riviera Operating Corporation
Rack-N-Roll Players Club (S)59700160 1/11/02 Riviera Operating Corporation
Rack-N-Roll Players Club (S)59700161 1/11/02 Riviera Operating Corporation
Riviera w/Design (S)58400942 10/12/01 Riviera Operating Corporation
Riviera w/Design (S)58400943 10/12/01 Riviera Operating Corporation
8
Riviera (stylized (S)58400944 10/12/01 Riviera Operating Corporation
letters)
Riviera (stylized (S)58400945 10/12/01 Riviera Operating Corporation
letters)
Riviera Comedy Club 10/19/99 Riviera Operating Corporation
(with design)
Riviera Comedy Club Las (S)26900572 6/6/95 Riviera Operating Corporation
Vegas' Original Comedy
Showcase
Riviera Comedy Club Las (S)26900573 6/6/95 Riviera Operating Corporation
Vegas' Original Comedy
Showcase
Riviera Comedy Club Las 6/6/95 Riviera Operating Corporation
Vegas' Original Comedy
Showcase
Rooms Available, If not, 5/22/02 Riviera Operating Corporation
We'll find one for you
Rooms Available, If not, 5/22/02 Riviera Operating Corporation
We'll find one for you
Rooms Available, If not, 5/9/02 Riviera Operating Corporation
We'll find one for you
Rooms Available, If not, 5/9/02 Riviera Operating Corporation
We'll find one for you
9
Slot Adventure w/Design (S)51401607 5/15/00 Riviera Operating Corporation
Slot Adventure w/Design (S)51401610 5/15/00 Riviera Operating Corporation
Slot Adventure w/Design (S)51401608 5/15/00 Riviera Operating Corporation
Slot Frenzy (S)50200744 2/2/00 Riviera Operating Corporation
Smiling Stick Character (S)26900574 6/6/95 Riviera Operating Corporation
Wearing Big Glasses
(Design Only)
Smiling Stick Character (S)26900575 6/6/95 Riviera Operating Corporation
Wearing Big Glasses
(Design Only)
Spin for the Gold (S)46201074 4/16/99 Riviera Operating Corporation
$1,000,000 Slot
Tournament
Splash Gardens w/Design (R)50200832 2/17/00 Riviera Operating Corporation
Stylized Microphone (S)24101031 11/13/94 Riviera Operating Corporation
Wearing a Cap and
Sunglasses
(Design only)
Valley of Games w/Design (S)50200831 2/17/00 Riviera Operating Corporation
10
We're Going to Make You (S)36300525 4/1/97 Riviera Operating Corporation
Lucky
Win More Play Longer (S)53301245 10/18/00 Riviera Operating Corporation
w/Design
World's Loosest Corner (S)50200754 2/8/00 Riviera Operating Corporation
of Slots
XXXtreme Comedy w/Design (S)50800672 4/13/00 Riviera Operating Corporation
XXX Fantasy Revue (S)54101608 12/20/00 Riviera Operating Corporation
w/Design
XXX Fantasy Revue (S)54101609 12/20/00 Riviera Operating Corporation
w/Design
XXX Fantasy Revue (S)54101610 12/20/00 Riviera Operating Corporation
w/Design
You're a Guaranteed (S)52201035 7/19/00 Riviera Operating Corporation
Winner
Xxxxxxxxx'x (R)26391 6/30/93 Riviera Holdings Corporation
G and A Enterprises 6/30/93 Riviera Holdings Corporation
Gambler's Spree 5/25/89 Riviera Holdings Corporation
Gold Club (R)26395 6/30/93 Riviera Holdings Corporation
Kady's (R)26393 6/30/93 Riviera Holdings Corporation
Kristofer's (R)26394 6/30/93 Riviera Holdings Corporation
Pull for the Gold 5/25/89 Riviera Holdings Corporation
11
Xxx Xxxx (R)26398 6/30/93 Riviera Holdings Corporation
Xxxxxxxxxx Xxxxxxxx (X)00000 6/30/93 Riviera Holdings Corporation
Riviera Hotel and Xxxxxx (X)00000 6/30/93 Riviera Holdings Corporation
Shogun (S)01085526 1/31/90 Riviera Holdings Corporation
The Star of Las Vegas 6/8/89 Riviera Holdings Corporation
Versailles Room 6/30/93 Riviera Holdings Corporation
World's Fare Buffet (R)26397 6/30/93 Riviera Holdings Corporation
12
SCHEDULE B
Patents
Registration/ Registration/
Application Application
Owner/Applicant Description Number Date
Riviera Holdings Corporation NONE
Riviera Operating Corporation NONE
Riviera Black Hawk, Inc. NONE
Riviera Gaming Management, Inc. NONE
Riviera Gaming Management of NONE
Colorado, Inc.
1
SCHEDULE C
Copyrights
Registration/ Registration/
Application Application
Owner/Applicant Description Number Date
Riviera Holdings Corporation NONE
Riviera Operating Corporation NONE
Riviera Black Hawk, Inc. NONE
Riviera Gaming Management, Inc. NONE
Riviera Gaming Management of NONE
Colorado, Inc.
1
