EXHIBIT 4.18
ASSIGNMENT OF PATENT
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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, together with the goodwill of the business
symbolized by such Grantor's Trademarks, and all proceeds thereof, to secure the
payment of the Obligations; and
WHEREAS, each Grantor owns the Patents and Patent Applications and is
a party to the Patent Licenses, listed on Schedule 1 annexed hereto;
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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 "Patent
Collateral"), whether presently existing or hereafter created or acquired:
(1) all patents and patent applications, and the inventions and
improvements described and claimed therein, and patentable
inventions and the reissues, divisions, continuations, renewals,
extensions and continuations-in-part of any of the foregoing,
including, without limitation, those set forth on Schedule 1;
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(2) any and all agreements, whether written or oral, providing for
the grant by or to such Grantor of any right to manufacture, use
or sell any
invention, 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 infringement of any Patent, including,
without limitation, any Patent referred to in Schedule 1 annexed
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hereto, any Patent issued pursuant to a patent application
referred to in Schedule 1 and any Patent licensed under any
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Patent License listed on Schedule 1 annexed hereto.
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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 Patent Collateral made and granted hereby are more fully set
forth in the Security Agreement, the terms and provision of which are
incorporated by reference herein as if fully set forth herein.
2
IN WITNESS WHEREOF, Grantors have caused this Assignment of Patent 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 they 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 they 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)
ASSIGNMENT OF PATENT
Schedule 1
PATENTS
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U.S. Patent No. Date Issued Related Foreign Patents
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NONE
PATENT APPLICATIONS
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NONE
PATENT LICENSES
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Name of Agreement Parties Date of Agreement
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NONE
