EXHIBIT 4.16
ASSIGNMENT OF TRADEMARK
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WHEREAS, Isle of Capri Black Hawk L.L.C., a Colorado limited liability
company (the "Company") and Isle of Capri Black Hawk Capital Corp., a Colorado
corporation ("Capital Corp" and, together with Capital Corp., collectively, the
"Grantors" and each, a "Grantor") and IBJ Xxxxxxxx Bank & Trust Company, a New
York banking corporation, having an office at Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "Trustee") are entering into that certain Indenture dated as of
August 20, 1997 (as the same may be amended, supplemented or otherwise modified
from time to time, the "Indenture"), pursuant to which the Grantors are issuing
their 13% First Mortgage Notes due 2004 With Contingent Interest (such Notes,
together with any Notes issued in replacement thereof or in exchange therefor,
the "Securities"), in the aggregate principal amount of $75,000,000;
WHEREAS, pursuant to the terms of the Security Agreement dated as of
August 20, 1997 (as said Agreement may be amended, supplemented or otherwise
modified from time to time, the "Security Agreement"; capitalized terms used and
not otherwise defined have the meanings assigned to such terms in the Security
Agreement), between Grantors and the Trustee (in such capacity, "Grantee"), each
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 such Grantor
including all right, title and interest of such Grantor in, to and under all now
owned and hereafter acquired Trademarks, Trademark registrations, Trademark
applications and Trademark Licenses (subject to the limitations contained in the
Security Agreement), together with the goodwill of the business symbolized by
such Xxxxxxx's Trademarks, and all proceeds thereof, to secure the payment of
the Obligations; and
WHEREAS, each Grantor owns the Trademarks, Trademark registrations and
Trademark applications, and is a party to the Trademark Licenses, listed for
such Grantor on Schedule 1 annexed hereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor does hereby grant and
assign to Grantee a continuing security interest in all of such Grantor'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) (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 goodwill 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, and (b) all renewals thereof;
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(2) any and all agreements, written or oral, providing for the grant
by or to such Grantor of any right to use any Trademark,
including, without limitation, those set forth on Schedule 1; and
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(3) all products and proceeds of the foregoing, including, without
limitation, any claim by such 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 annexed hereto, the trademark registrations
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issued with respect to the trademark applications referred to in
Schedule 1 and the Trademarks licensed under any Trademark
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License (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.
This assignment and grant of security interest is granted in
conjunction with the security interests granted to Grantee pursuant to the
Security Agreement. Each 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.
IN WITNESS WHEREOF, each Grantor has caused this Assignment of
Trademark to be duly executed as of the 20th day of August, 1997.
ISLE OF CAPRI BLACK HAWK L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Secretary
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By: /s/ X. Xxxxxx Xxxx
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Name: X. Xxxxxx Xxxx
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Title: Vice President
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ISLE OF CAPRI BLACK HAWK CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Secretary
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IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On August 19, before me, Xxxxxx X. Xxxxxxxxx, Notary Public,
personally appeared Xxxxx X. Xxxxxxx [_] personally known to me OR [X] proved to
me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxxxxx
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Signature of Notary
(SEAL APPEARS HERE)
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On August 19, before me, Xxxxxx X. Xxxxxxxxx, Notary Public,
personally appeared Xxxxxx Xxxxxx Xxxx, [_] personally known to me OR [X] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxxxxx
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Signature of Notary
(SEAL APPEARS HERE)
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On August 19, before me, Xxxxxx X. Xxxxxxxxx, Notary Public,
personally appeared Xxxxxxx X. Xxxxx, [_] personally known to me OR [X] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxxxxx
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Signature of Notary
(SEAL APPEARS HERE)
ASSIGNMENT OF TRADEMARK
Schedule 1
TRADEMARKS
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NONE
TRADEMARK REGISTRATIONS
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Under the License Agreement dated July 29, 1997, the Company is a licensee
of the marks listed below for use at the Isle-Black Hawk.
XXXX XXX. NO. DATE
Isle of Capri (parrot logo) 2,039,052 (R) February 18, 1997
Isle of Capri 1,789,909 (R) August 24, 1993
Isle of Capri 1,789,917 (R) August 23, 1993
Island Gold 1,925,975 (R) October 10, 1995
Calypso's 2,022,801 (R) December 17, 1996
TRADEMARK APPLICATIONS
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Under the License Agreement dated July 29, 1997, the Company is a licensee
of the marks listed below for use at the Isle-Black Hawk.
MARK APPLICATION NO. DATE
Xxxxxxxx'x 75-252,127 March 5, 1997
Isle Style 75-224,559 January 13, 1997
TRADEMARK LICENSES
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Name of Agreement Parties Date of Agreement
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License Agreement Isle of Capri Black Hawk L.L.C. July 29, 1997
Casino America, Inc.
Schedule 1-1
