TRADEMARK SECURITY INTEREST ASSIGNMENT
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This TRADEMARK SECURITY INTEREST ASSIGNMENT (the "Assignment") dated
as of March 18, 1999 is made by Coast Hotels and Casinos, Inc., a Nevada
corporation ("Borrower") and Coast Resorts, Inc., a Nevada corporation
("Guarantor"), together with each other Person who may become a party hereto
pursuant to Section 9 of this Assignment (each a "Grantor" and collectively,
"Grantors"), jointly and severally, in favor of Bank of America National Trust
and Savings Association, as the Administrative Agent under the Loan Agreement
referred to below for the ratable benefit of each of the Lenders which are
parties to the Loan Agreement from time to time, as Secured Party, with
reference to the following facts:
RECITALS
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A. Pursuant to the Loan Agreement (the "Loan Agreement") of even
date herewith among Borrower, the Lenders referred to therein, and the
Administrative Agent, the Lenders are extending a reducing revolving line of
credit to Borrower (as at any time amended, the "Loan Agreement").
B. Guarantor has issued a Guaranty of even date herewith of the
Obligations of Borrower under the Loan Agreement (as at any time amended,
renewed, replaced, extended or supplanted, the "Guaranty").
C. It is a condition to the credit facilities under the Loan
Agreement that Borrower and Guarantor enter into this Assignment, and Borrower
has covenanted to cause any Subsidiary hereafter formed or acquired by Borrower
or Guarantor to enter into a joinder hereto.
AGREEMENT
NOW, THEREFORE, in order to induce the Lenders to extend the
aforementioned credit facilities to Borrower, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower and Guarantor, as initial Grantors hereunder, and each of the
subsequent Grantors which hereafter become party hereto, hereby jointly and
severally represent, warrant, covenant and agree as follows:
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1. Definitions. This Assignment is the Trademark Assignment
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referred to in the Loan Agreement. Terms defined in the Loan Agreement and not
otherwise defined in this Assignment shall have the meanings defined for those
terms in the Loan Agreement. As used in this Assignment, the following terms
shall have the meanings respectively set forth after each:
"Assignment" means this Trademark Security Interest Assignment, and
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any extensions, modifications, renewals, restatements, supplements or amendments
hereof, including, without limitation, any documents or agreements by which
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additional Grantors become party hereto.
"Collateral" means and includes all of the following: (a) all of
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Grantors' now-existing, or hereafter acquired, right, title, and interest in and
to all of Grantors' trademarks, trade names, trade styles, and service marks;
all prints and labels on which said trademarks, trade names, trade styles, and
service marks appear, have appeared, or will appear, and all designs and general
intangibles of a like nature; all applications, registrations, and recordings
relating to the foregoing in the United States Patent and Trademark Office
("USPTO") or in any similar office or agency of the United States, any State
thereof, or any political subdivision thereof, and all reissues, extensions, and
renewals thereof, including those trademarks, trade names, trade styles, service
marks, terms, designs, and applications described in Schedule 1 hereto (the
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"Trademarks"); (b) the goodwill of the business symbolized by each of the
Trademarks, including, without limitation, all customer lists and other records
relating to the distribution of products or services bearing the Trademarks; (c)
all licenses and sublicenses of trademarks, trade names, trade styles and
service marks, to the extent that there exists no prohibition as a matter of law
on the transfer thereof for security as contemplated by this Assignment, and (d)
any and all proceeds of any of the foregoing, including any claims by Grantors
against third parties for past, present and future infringement of the
Trademarks or any licenses with respect thereto, provided that the term
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"Collateral", as used in this Assignment, shall not include gaming licenses or
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liquor licenses which are not transferable without the consent of Governmental
Authorities.
"Secured Obligations" means (a) in the case of Borrower, any and all
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present and future Obligations of any type or nature of Borrower to the
Administrative Agent, the Lenders, and any one or more of them, arising under or
relating to the Loan Documents or any one or more of them, and (b) in the case
of Guarantor and each other Grantor, the obligations of that Grantor under any
guaranty which that Grantor has executed in favor of Secured Party with respect
to the obligations of Borrower to Secured Party, in each case whether due or to
become due, matured or unmatured, liquidated or unliquidated, or contingent or
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noncontingent, including Obligations of performance as well as Obligations of
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payment, and including interest that accrues after the commencement of any
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bankruptcy or insolvency proceeding by or against any Grantor.
"Secured Party" means the Administrative Agent who shall receive and
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hold the assignments made hereunder for the ratable benefit of each of the
Lenders which are parties to the Loan Agreement from time to time. Subject to
the terms and conditions of the Loan Agreement, any right, remedy, privilege, or
power of Secured Party shall be exercised by the Administrative Agent.
2. Assignment. For valuable consideration, Grantors and each of
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them hereby jointly and severally grant and assign to Secured Party a security
interest, to secure the prompt and indefeasible payment and performance of the
Secured Obligations, and each of them, in and to all of the presently existing
and hereafter acquired Collateral. This Assignment is a continuing and
irrevocable agreement and all the rights, powers, privileges and remedies
hereunder shall apply to any and all Secured Obligations, including those
arising under successive transactions which shall either continue the Secured
Obligations, increase or decrease them and notwithstanding the bankruptcy of any
Grantor or any other event or proceeding affecting any Grantor.
3. Representations, Warranties and Covenants. Grantors, and each of
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them, represent, warrant and agree that:
(a) All of the existing Collateral is valid and subsisting and in
full force and effect, and Grantors own the sole, full, and clear title
thereto, and the right and power to grant the security interests granted
hereunder (subject to any inconsistent rights of the Trustee under the 13%
Indenture). Grantors will, at their expense, perform all acts and execute
all documents necessary to maintain the existence of the Collateral as
valid, subsisting, and registered trademarks, including, without
limitation, the filing of any renewal affidavits and applications. The
Collateral is not subject to any Liens, claims, mortgages, assignments or
licenses of any nature whatsoever, whether recorded or unrecorded, except
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as permitted by the Loan Agreement.
(b) As of the date hereof, none of Grantors or their Subsidiaries
has any Trademarks registered, or subject to pending applications, in the
USPTO, or any similar office or agency in the United States, other than
those described in Schedule 1.
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(c) No Grantor nor any Subsidiary of any Grantor shall file any
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application for the registration of a trademark with the USPTO or any
similar office or agency in the United States, or State therein, unless
such Grantor or Subsidiary has informed Secured Party of such action in
advance or informs Secured Party promptly thereafter. Upon request of
Secured Party, Grantors shall execute and deliver to Secured Party any and
all agreements, instruments, documents, and such other papers as may be
reasonably requested by Secured Party to evidence the grant and assignment
of a security interest to Secured Party of such trademark. Each Grantor
authorizes Secured Party to modify this Assignment by amending Schedule 1
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to include any new trademark or service xxxx, and any trademark or service
xxxx renewal of any Grantor applied for and obtained hereafter.
(d) No Grantor nor any Subsidiary of any Grantor has abandoned
any of the Trademarks, and no Grantor nor any Subsidiary of any Grantor
will do any act, or omit to do any act, whereby the Trademarks may become
abandoned, canceled, invalidated, unenforceable, avoided, or avoidable.
Each Grantor shall notify Secured Party promptly if it knows, or has reason
to know, of any reason why any application, registration, or recording may
become abandoned, canceled, invalidated, or unenforceable.
(e) Grantors will render any assistance, as Secured Party may
reasonably determine is necessary, to Secured Party in any proceeding
before the USPTO, any federal or state court, or any similar office or
agency in the United States, or any State therein, to protect Secured
Party's security interest in the Trademarks.
(f) Grantors assume all responsibility and liability arising from
the use of the Trademarks, and each Grantor hereby indemnifies and holds
the Administrative Agent and each of the Lenders harmless from and against
any claim, suit, loss, damage, or expense (including reasonable attorneys'
fees) arising out of any alleged defect in any product manufactured,
promoted, or sold by any Grantor (or any Affiliate or Subsidiary thereof)
in connection with any Trademark or out of the manufacture, promotion,
labeling, sale, or advertisement of any such product by any Grantor or any
Affiliate or Subsidiary thereof.
(g) Grantors shall promptly notify Secured Party in writing of
any adverse determination in any proceeding in the USPTO or domestic
Governmental Agency, court or body, regarding any Grantor's ownership of
any of the Trademarks. In the event of any material infringement of any of
the Trademarks by a third party, Grantors shall promptly notify Secured
Party of such infringement and shall diligently pursue damages or an
injunction for such infringement.
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(h) Each Grantor shall, at its sole expense, do, make, execute
and deliver all such additional and further acts, things, assurances, and
instruments, in each case in form and substance reasonably satisfactory to
Secured Party, relating to the creation, validity, or perfection of the
security interests provided for in this Assignment under 35 U.S.C. Section
261, 15 U.S.C. Section 1051 et seq., the Uniform Commercial Code or other
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Law of the United States, the State of California, or of any other States
as Secured Party may from time to time reasonably request, and shall take
all such other action as the Secured Party may reasonably require to more
completely vest in and assure to Secured Party its security interest in any
of the Collateral, and each Grantor hereby irrevocably authorizes Secured
Party or its designee, at such Grantor's expense, to execute such
documents, and file such financing statements with respect thereto with or
without such Grantor's signature, as Secured Party may reasonably deem
appropriate. In the event that any recording or refiling (or the filing of
any statement of continuation or assignment of any financing statement) or
any other action, is required at any time to protect and preserve such
security interest, Grantors shall, at their sole cost and expense, cause
the same to be done or taken at such time and in such manner as may be
necessary and as may be reasonably requested by Secured Party. Each
Grantor further authorizes Secured Party to have this or any other similar
security agreement recorded or filed with the Commissioner of Patents and
Trademarks or other appropriate federal, state or government office.
(i) Secured Party is hereby irrevocably appointed by each Grantor
as its lawful attorney and agent, with full power of substitution to
execute and deliver on behalf of and in the name of any or all Grantors,
such financing statements and other documents and agreements, and to take
such other action as Secured Party may deem necessary for the purpose of
perfecting, protecting or effecting the security interests granted herein
and effected hereby, and any mortgages or Liens necessary or desirable to
implement or effectuate the same, under any applicable Law, and Secured
Party is hereby authorized to file on behalf of and in the name of any or
all Grantors, at Grantors' sole expense, such financing statements,
documents and agreements in any appropriate governmental office.
(j) Secured Party may, in its sole discretion, pay any amount, or
do any act which Grantors fail to pay or do as reasonably required
hereunder to preserve, defend, protect, maintain, record, amend, or enforce
the Secured Obligations, the Collateral, or the security interest granted
hereunder, including, but not limited to, all filing or recording fees,
court costs, collection charges, and reasonable attorneys' fees. Grantors
will be liable to Secured Party for any such payment, and any amount so
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paid shall be an expense reimbursable by Borrower under Section 11.3 of the
Loan Agreement (or, in the proper case, by each other Grantor under the
expense provisions of its Guaranty).
4. Events of Default. Any "Event of Default" as defined in the Loan
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Agreement shall constitute an Event of Default hereunder.
5. Rights and Remedies. Upon the occurrence and during the
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continuance of any such Event of Default, in addition to all other rights and
remedies of Secured Party, whether provided under Law, the Loan Agreement or
otherwise, Secured Party may enforce its security interest hereunder which may
be exercised without notice to, or consent by, any Grantor, except as such
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notice or consent is expressly provided for hereunder. Upon such enforcement:
(a) Secured Party may use any of the Trademarks for the sale of
goods, completion of work in process, or rendering of services in
connection with enforcing any security interest granted to Secured Party by
Grantors or any Subsidiary of any Grantor.
(b) Secured Party may grant such license or licenses relating to
the Collateral for such term or terms, on such conditions and in such
manner, as Secured Party shall, in its sole discretion, deem appropriate.
Such license or licenses may be general, special, or otherwise, and may be
granted on an exclusive or nonexclusive basis throughout all or part of the
United States of America and its territories and possessions.
(c) Secured Party may assign, sell, or otherwise dispose of the
Collateral, or any part thereof, either with or without special conditions
or stipulations, except that Secured Party agrees to provide Grantors with
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ten (10) days' prior written notice of any proposed disposition of the
Collateral. Each Grantor hereby irrevocably appoints Borrower as its agent
for the purpose of receiving notice of sale hereunder, and agrees that such
Grantor conclusively shall be deemed to have received notice of sale when
notice of sale has been given to Borrower. Each Grantor expressly waives
any right to receive notice of any public or private sale of any Collateral
or other security for the Secured Obligations except as expressly provided
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in this Section 5(c). Secured Party shall have the power to buy the
Collateral, or any part thereof, and Secured Party shall also have the
power to execute assurances and perform all other acts which Secured Party
may, in Secured Party's sole discretion, deem appropriate or proper to
complete such assignment, sale, or disposition. In any such event,
Grantors shall be liable for any deficiency.
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(d) In addition to the foregoing, in order to implement the
assignment, sale or other disposition of any of the Collateral pursuant to
Section 5(c) hereof, Secured Party may, at any time, execute and deliver,
on behalf of Grantors, and each of them, pursuant to the authority granted
in powers of attorney, one or more instruments of assignment of the
Trademarks (or any application, registration, or recording relating
thereto), in form suitable for filing, recording, or registration. Grantors
agree to pay Secured Party, on demand, all costs incurred in any such
transfer of the Collateral, including, but not limited to any taxes, fees,
and reasonable attorneys' fees.
(e) Secured Party may first apply the proceeds actually received
from any such use, license, assignment, sale, or other disposition of
Collateral first to the reasonable costs and expenses thereof, including,
without limitation, reasonable attorneys' fees and all legal, travel, and
other expenses which may be incurred by Secured Party. Thereafter, Secured
Party may apply any remaining proceeds to such of the Secured Obligations
as provided in the Loan Agreement. Grantors shall remain liable to Secured
Party for any expenses or Secured Obligations remaining unpaid after the
application of such proceeds, and Grantors will pay Secured Party, on
demand, any such unpaid amount, together with interest at the rate(s) set
forth in the Loan Agreement.
(f) Upon request of Secured Party, Grantors shall supply to
Secured Party, or Secured Party's designee, Grantors' knowledge and
expertise relating to the manufacture and sale of the products and services
bearing the Trademarks and Grantors' customer lists and other records
relating to the Trademarks and the distribution hereof.
Nothing contained herein shall be construed as requiring Secured Party
to take any such action at any time. All of Secured Party's rights and
remedies, whether provided under Law, the Loan Agreement, this Assignment, or
otherwise shall be cumulative, and none is exclusive of any right or remedy
otherwise provided herein or in any of the other Loan Documents, at law or in
equity. Such rights and remedies may be enforced alternatively, successively,
or concurrently.
Secured Party or Designee will keep such confidential information,
lists or records provided hereunder in confidence in accordance with Section
11.4 of the Loan Agreement.
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6. Waivers.
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(a) Each Grantor hereby waives any and all rights that it may
have to a judicial hearing, if any, in advance of the enforcement of any of
Secured Party's rights hereunder, including, without limitation, its rights
following any Event of Default and during the continuance thereof to take
immediate possession of the Collateral and exercise its rights with respect
thereto.
(b) Secured Party shall not be required to marshal any present or
future security for (including, but not limited to, this Assignment and the
Collateral subject to a security interest hereunder), or guaranties of, the
Secured Obligations or any of them, or to resort to such security or
guaranties in any particular order. Each Grantor hereby agrees that it
will not invoke any Law relating to the marshaling of collateral which
might cause delay in or impede the enforcement of Secured Party's rights
under this Assignment or any other instrument evidencing any of the Secured
Obligations or by which any of such Secured Obligations is secured or
guaranteed, and each Grantor hereby irrevocably waives the benefits of all
such Laws.
(c) Except for notices specifically provided for herein, each
Grantor hereby expressly waives demand, notice, protest, notice of
acceptance of this Assignment, notice of loans made, credit extended,
collateral received or delivered or other action taken in reliance hereon
and all other demands and notices of any description. With respect both to
Secured Obligations and any collateral therefor, each Grantor assents to
any extension or postponement of the time of payment or any other
indulgence, to any substitution, of any Person primarily or secondarily
liable, to the acceptance of partial payment thereon and the settlement,
compromising or adjusting of any thereof, all in such manner and at such
time or times as Secured Party may deem advisable. Secured Party shall
have no duty as to the protection of the Collateral or any income thereon,
nor as to the preservation of rights against prior parties, nor as to the
preservation of any rights pertaining thereto except as otherwise required
by Law. Secured Party may exercise its rights with respect to the
Collateral without resorting or regard to other collateral or sources of
reimbursement for liability. Secured Party shall not be deemed to have
waived any of its rights upon or under the Loan Agreement or the Collateral
unless such waiver be in writing and signed by the Secured Party. The
exercise of the rights under this Agreement are not intended by the parties
to constitute an "action" within the meaning of Sections 580a, 580d, or 726
of the California Code of Civil Procedure. No delay or omission on the
part of the Secured Party in exercising any right shall operate as a waiver
of any right on any future occasion. All rights and remedies of the
Secured Party under the Loan
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Agreement or on the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly
or concurrently.
7. Costs and Expenses. Grantors will pay any and all charges,
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costs and taxes incurred in implementing or subsequently amending this
Assignment, including, without limitation, recording and filing fees, appraisal
fees, stamp taxes, and reasonable fees and disbursements of Secured Party's
counsel incurred by Secured Party, and the allocated cost of in-house counsel to
Secured Party, in connection with this Assignment, and in the enforcement of
this Assignment and in the enforcement or foreclosure of any Liens, security
interests or other rights of the Secured Party under this Assignment, or under
any other documentation heretofore, now, or hereafter given to Secured Party in
furtherance of the transactions contemplated hereby.
8. Continuing Effect. This Assignment shall remain in full force
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and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any
Grantor's assets.
9. Joinder. Any other Person may become a Grantor hereunder and
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become bound by the terms and conditions of this Assignment by executing and
delivering to Administrative Agent an Instrument of Joinder substantially in the
form attached hereto as Exhibit A, accompanied by such documentation as
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Administrative Agent may require to establish the due organization, valid
existence and good standing of such Person, its qualification to engage in
business in each material jurisdiction in which it is required to be so
qualified, its authority to execute, deliver and perform this Assignment, and
the identity, authority and capacity of each Responsible Official thereof
authorized to act on its behalf.
10. Release of Grantors. This Assignment and all Secured Obligations
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of Grantors hereunder shall be released when all Secured Obligations have been
paid in full in cash or otherwise performed in full and when no portion of the
Commitments remain outstanding. Upon such release of Grantors' Secured
Obligations hereunder, Secured Party shall return and reassign any Collateral to
Grantors, or to the Person or Persons legally entitled thereto, and shall
endorse, execute, deliver, record and file all instruments and documents, and do
all other acts and things, reasonably required for the return of the Collateral
to Grantors, or to the Person or Persons legally entitled thereto, and to
evidence or document the release of Secured Party's interests arising under this
Assignment, all as reasonably requested by, and at the reasonable expense of,
Grantors.
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11. Additional Powers and Authorization. Secured Party shall be
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entitled to the benefits accruing to it as Administrative Agent under the Loan
Assignment and the other Loan Documents. Notwithstanding anything contained
herein to the contrary, Secured Party may employ agents, trustees, or attorneys-
in-fact and may vest any of them with any Property (including, without
limitation, any Collateral assigned hereunder), title, right or power deemed
necessary for the purposes of such appointment.
12. WAIVER OF JURY TRIAL. EACH GRANTOR AND SECURED PARTY EXPRESSLY
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WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS ASSIGNMENT, THE
LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. EACH GRANTOR AND SECURED PARTY AGREE THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY ARE WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS ASSIGNMENT, THE LOAN AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS ASSIGNMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
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ACCORDANCE WITH AND GOVERNED BY THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA
AND THE LAWS OF THE STATE OF CALIFORNIA.
14. Miscellaneous.
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(a) Grantors and Secured Party may from time to time agree in
writing to the release of certain of the Collateral from the security
interest created hereby.
(b) Any notice, request, demand or other communication required
or permitted under this Assignment shall be in writing and shall be deemed
to be properly given if done in accordance with Section 11.6 of the Loan
Agreement.
(c) Except as otherwise set forth in the Loan Agreement, the
provisions of this Assignment may not be modified, amended, restated or
supplemented, whether or not the modification, amendment, restatement or
supplement is supported by new consideration, except by a written
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instrument duly executed and delivered by Secured Party and Grantors.
(d) Except as otherwise set forth in the Loan Agreement or this
Assignment, any waiver of the terms and conditions of this Assignment, or
any Event of Default and its consequences hereunder or thereunder, and any
consent or approval required or permitted by this Assignment to be given,
may be made or given with, but only with, the written consent of Secured
Party on such terms and conditions as specified in the written instrument
granting such waiver, consent or approval.
(e) Any failure or delay by Secured Party to require strict
performance by Grantors of any of the provisions, warranties, terms, and
conditions contained herein, or in any other agreement, document, or
instrument, shall not affect Secured Party's right to demand strict
compliance and performance therewith, and any waiver of any default shall
not waive or affect any other default, whether prior or subsequent thereto,
and whether of the same or of a different type. None of the warranties,
conditions, provisions, and terms contained herein, or in any other
agreement, document, or instrument, shall be deemed to have been waived by
any act or knowledge of Secured Party, its agents, officers, or employees,
but only by an instrument in writing, signed by an officer of Secured Party
and directed to Grantors, specifying such waiver.
(f) If any term or provision of this Assignment conflicts with
any term or provision of the Loan Agreement, the term or provision of the
Loan Agreement shall control.
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(g) If any provision hereof shall be deemed to be invalid by any
court, such invalidity shall not affect the remainder of this Assignment.
(h) This Assignment supersedes all prior oral and written
assignments and agreements between the parties hereto on the subject matter
hereof.
(i) This Assignment shall be binding upon, and for the benefit
of, the parties hereto and their respective legal representatives,
successors, and assigns.
(j) This Assignment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same agreement.
IN WITNESS WHEREOF, each of Borrower and Guarantor have executed this
Assignment by its duly authorized officer as of the date first written above.
COAST HOTELS AND CASINOS, INC.,
a Nevada corporation
By:_______________________________
Title: ___________________________
COAST RESORTS, INC.,
a Nevada corporation
By:_______________________________
Title: ___________________________
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STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On March ___, 1999, before me, _______________________, Notary Public,
personally appeared ___________________________
[_] personally known to me or [_] 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.
_________________________________
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On March___, 1999, before me, _______________________, Notary Public, personally
appeared ___________________________
[_] personally known to me or [_] 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.
_________________________________
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SCHEDULE 1
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Existing and Pending Trademarks
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Registration Registration
Xxxx Class Number Date Owner
---- ----- ------------ -------- ---------
Gone Country 41 2,123,611 12/23/97 Guarantor
Super Sequential 41 2,163,477 06/08/98 Borrower
Party Poker 41 2,127,100 01/06/98 Borrower
Cajun Quarters 41 2,163,476 06/09/98 Borrower
Paycheck Party Machine 41 2,116,281 11/25/97 Borrower
Crawfish Quarters 41 2,127,099 01/06/98 Borrower
Schedule 1
EXHIBIT A
TO
TRADEMARK SECURITY INTEREST ASSIGNMENT
INSTRUMENT OF JOINDER
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THIS INSTRUMENT OF JOINDER ("Joinder") is executed as of
_________________, _____, by ______________________________, a
___________________________ ("Joining Party"), and delivered to Bank of America
National Trust and Savings Association, as Administrative Agent, pursuant to the
Trademark Security Interest Assignment (the "Assignment") dated as of March 18,
1999 made by Coast Hotels and Casinos, Inc. and Coast Resorts, Inc. in favor of
the Administrative Agent and the Lenders (the "Assignment"). Terms used but not
defined in this Joinder shall have the meanings defined for those terms in the
Assignment.
RECITALS
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(A) The Assignment was made by the Grantors in favor of the
Administrative Agent for the benefit of the Lenders that are parties to that
certain Loan Agreement dated as of March 18, 1999 by and among Coast Hotels and
Casinos, Inc., a Nevada corporation ("Borrower"), the Lenders which are parties
thereto, and Bank of America National Trust and Savings Association, as the
Administrative Agent for the Lenders.
(B) Joining Party has become a Subsidiary of Borrower, and as such is
required pursuant to the Loan Agreement to become a Grantor.
(C) Joining Party expects to realize direct and indirect benefits as a
result of the availability of the credit facilities under the Loan Agreement to
Borrower.
NOW THEREFORE, Joining Party agrees as follows:
AGREEMENT
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(1) By this Joinder, Joining Party becomes a "Grantor" under and
pursuant to Section 9 of the Assignment. Joining Party agrees that, upon its
execution hereof, it will become a Grantor under the Assignment with respect to
all Obligations of Borrower heretofore or hereafter incurred under the Loan
Documents, and will be bound by all terms, conditions, and duties applicable to
a Grantor under the Assignment.
(2) The effective date of this Joinder is _________, _____.
"Joining Party"
______________________________,
a _____________________________
By:____________________________
Title:_________________________
ACKNOWLEDGED:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By:__________________________
Title:_______________________
