Exhibit 4.10
PLEDGE AND SECURITY AGREEMENT
dated as of August 22, 2001
between
Mikohn Gaming Corporation
Casino Excitement, Inc.
Games of Nevada, Inc.
MGC, Inc.
Mikohn International, Inc.
Mikohn Nevada
Progressive Games, Inc.
and
FIRSTAR BANK, N.A.,
as Secured Party
TABLE OF CONTENTS
PAGE
----
1. DEFINITIONS.......................................................... 1
1.1 General Definitions...................................... 1
1.2 Definitions; Interpretation.............................. 8
2. GRANT OF SECURITY.................................................... 8
2.1 Grant of Security........................................ 8
2.2 Certain Limited Exclusions............................... 9
2.3 Intercreditor Agreement.................................. 10
3. SECURITY FOR OBLIGATIONS............................................. 10
3.1 Security for Obligations................................. 10
3.2 Obligations Remain....................................... 10
4. REPRESENTATIONS AND WARRANTIES AND COVENANTS......................... 11
4.1 Generally................................................ 11
4.2 Equipment and Inventory.................................. 14
4.3 Receivables.............................................. 15
4.4 Investment Related Property.............................. 15
4.5 Intellectual Property.................................... 18
4.6 Commercial Tort Claims................................... 21
5. FURTHER ASSURANCES; ADDITIONAL DEBTORS............................... 22
5.1 Further Assurances....................................... 22
5.2 Additional Debtors....................................... 23
6. ATTORNEY-IN-FACT..................................................... 23
6.1 Power of Attorney........................................ 23
6.2 No Duty on the Part of Secured Party..................... 24
7. REMEDIES............................................................. 24
7.1 Generally................................................ 24
7.2 Application of Proceeds.................................. 26
7.3 Investment Related Property.............................. 26
7.4 Intellectual Property.................................... 27
7.5 Cash Proceeds............................................ 29
7.6 Regulatory Matters....................................... 29
8. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES...................... 30
9. STANDARD OF CARE; SECURED PARTY MAY PERFORM.......................... 30
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10. INDEMNITY AND EXPENSES............................................... 30
11. MISCELLANEOUS........................................................ 31
11.1 Notices.................................................. 31
11.2 Expenses................................................. 31
11.3 Amendments and Waivers................................... 31
11.4 Successors and Assigns................................... 32
11.5 Independence of Covenants................................ 32
11.6 Survival of Representations, Warranties and Agreements... 32
11.7 No Waiver; Remedies Cumulative........................... 32
11.8 Marshaling; Payments Set Aside........................... 32
11.9 Severability............................................. 32
11.10 Headings................................................. 33
11.11 APPLICABLE LAW........................................... 33
11.12 CONSENT TO JURISDICTION.................................. 33
11.13 WAIVER OF JURY TRIAL..................................... 33
11.14 Counterparts............................................. 34
11.15 Gaming Laws.............................................. 34
11.16 Effectiveness............................................ 34
11.17 Entire Agreement......................................... 34
11.18 Indenture Controls....................................... 34
11.19 Trust Indenture Act Controls............................. 35
SCHEDULE 4.1 - (A) FULL LEGAL NAME/JURISDICTION OF ORGANIZATION/CHIEF
EXECUTIVE OFFICE
(B) OTHER NAMES
(C) FINANCING STATEMENTS
SCHEDULE 4.2 - LOCATION OF EQUIPMENT AND INVENTORY
SCHEDULE 4.4 - INVESTMENT RELATED PROPERTY
SCHEDULE 4.5 - INTELLECTUAL PROPERTY
SCHEDULE 4.6 - COMMERCIAL TORT CLAIMS
EXHIBIT A - FORM OF PLEDGE SUPPLEMENT
EXHIBIT B - FORM OF PLEDGE JOINDER
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This PLEDGE AND SECURITY AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), among Mikohn Gaming Corporation, a Nevada corporation (the
"Company"), each of the undersigned Subsidiaries of the Company (the Company and
such Subsidiaries, each a "Debtor" and collectively, the "Debtors"), and Firstar
Bank, N.A. ( 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 Debtor issued under the
Indenture.
R E C I T A L S:
---------------
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 Company, the other Debtors
party thereto 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.
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 General Definitions. In this Agreement, the following terms shall
have the following meanings:
"Account Debtor" shall mean each Person who is obligated on a
Receivable or any Supporting Obligation related thereto.
"Accounts" shall mean all "accounts" as defined in Article 9 of the
UCC.
"Agreement" shall have the meaning set forth in the preamble.
"Additional Debtors" shall mean those additional Persons that may
become parties to this Agreement as additional Debtors, by executing a Pledge
Joinder.
"Assigned Agreements" shall mean all agreements and contracts to which
such Debtor is a party as of the date hereof, or to which each such Debtor
becomes a party after the date hereof, as each such agreement may be amended,
supplemented or otherwise modified from time to time.
"Bankruptcy Code" shall mean Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.
"Cash Proceeds" shall mean all proceeds of any Collateral received by
any Debtor consisting of cash, checks and other near-cash items.
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"Chattel Paper" shall mean all "chattel paper" as defined in Article 9
of the UCC, including, without limitation, "electronic chattel paper" or
"tangible chattel paper", as each term is defined in Revised Article 9 of the
UCC.
"Collateral" shall mean all of the Debtors' right, title and interest
in, to and under all personal property of such Debtor including, but not limited
to the following, in each case whether now owned or existing or hereafter
acquired or arising and wherever located: (a) Accounts; (b) Chattel Paper; (c)
Documents; (d) General Intangibles; (e) Goods; (f) Instruments; (g) Insurance;
(h) Intellectual Property; (i) Investment Related Property; (j) Receivables and
Receivable Records; (k) Commercial Tort Claims; (l) to the extent not otherwise
included above, all Collateral Records, Collateral Support and Supporting
Obligations relating to any of the foregoing; and (m) to the extent not
otherwise included above, all Proceeds, products, accessions, rents and profits
of or in respect of any of the foregoing.
"Collateral Records" shall mean books, records, ledger cards, files,
correspondence, customer lists, blueprints, technical specifications, manuals,
computer software, computer printouts, tapes, disks and related data processing
software and similar items that at any time evidence or contain information
relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.
"Collateral Support" shall mean all property (real or personal)
assigned, hypothecated or otherwise securing any Collateral and shall include
any security agreement or other agreement granting a lien or security interest
in such real or personal property.
"Commercial Tort Claims" shall mean all "commercial tort claims" as
defined in the UCC, including, without limitation, all commercial tort claims
listed on Schedule 4.6 (as such schedule may be amended or supplemented from
time to time).
"Commodities Accounts" (i) shall mean all "commodity accounts" as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
of the accounts listed on Schedule 4.4 under the heading "Commodities Accounts"
(as such schedule may be amended or supplemented from time to time).
"Controlled Foreign Corporation" shall mean "controlled foreign
corporation" as defined in the Tax Code.
"Copyright Licenses" shall mean any and all agreements providing for
the granting of any right in or to Copyrights (whether such Debtor is licensee
or licensor thereunder) including, without limitation, each agreement referred
to in Schedule 4.5(B) (as such schedule may be amended or supplemented from time
to time).
"Copyrights" shall mean all United States, state and foreign
copyrights, all mask works fixed in semi-conductor chip products (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered, now or hereafter in force throughout the world, all registrations
and applications therefor including, without limitation, the applications
referred to in Schedule 4.5(A) (as such schedule may be amended or supplemented
from time to time), all rights corresponding thereto throughout the world, all
extensions and renewals of any thereof, the right to ▇▇▇ for past, present and
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future infringements of any of the foregoing, and all proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.
"Credit Facility Secured Party" shall mean the agent or any other
Person acting on behalf and for the benefit of the lender(s) under the Credit
Agreement.
"Documents" shall mean all "documents" as defined in Article 9 of the
UCC.
"Equipment" shall mean: (i) all "equipment" as defined in the UCC,
(ii) all machinery, manufacturing equipment, data processing equipment,
computers, office equipment, furnishings, furniture, appliances, fixtures and
tools (in each case, regardless of whether characterized as equipment under the
UCC), (iii) slot machines, electronic gaming devices and related equipment and
(iv) all accessions or additions thereto, all parts thereof, whether or not at
any time of determination incorporated or installed therein or attached thereto,
and all replacements therefor, wherever located, now or hereafter existing,
including any fixtures.
"Gaming Authorities" shall mean the Nevada State Gaming Control Board
("Nevada Board"), the Nevada Gaming Commission ("Nevada Commission"), the
Mississippi Gaming Commission and every other state and local regulatory agency
that has jurisdiction over the manufacture, distribution and gaming operations
of the Company and its Subsidiaries.
"Gaming Laws" shall mean all applicable gaming laws, rules and
regulations pursuant to which any Governmental Authority possesses jurisdiction
over gaming business or activities conducted by any Debtor including without
limitation, the Nevada Gaming Control Act and the regulations of the Nevada
Commission promulgated thereunder.
"Gaming License" shall mean every material license, franchise or other
approval or authorization on the date of the Indenture or thereafter required to
own, lease, operate or otherwise conduct gaming business or activities
(including without limitation, the design, manufacturing or distribution of
gaming equipment) in any jurisdiction in which any Debtor conducts or proposes
in good faith to conduct gaming business or activities (including without
limitation, the design, manufacturing or distribution of gaming equipment),
including any applicable liquor licenses.
"Gaming Subsidiary" shall mean Mikohn Nevada and MGC, Inc., together
with any other Subsidiary of the Company that holds a Gaming License.
"General Intangibles" (i) shall mean all "general intangibles" as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
interest rate or currency protection or hedging arrangements, all tax refunds,
all licenses, permits, concessions and authorizations, all Assigned Agreements
and all Intellectual Property (in each case, regardless of whether characterized
as general intangibles under the UCC) and exclude all Gaming Licenses held by a
Debtor.
"Goods" (i) shall mean all "goods" as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all Inventory and Equipment (in each
case, regardless of whether characterized as goods under the UCC).
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"Governmental Authority" shall mean any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case whether of the United States or
foreign, including any Gaming Authority.
"Indemnitee" shall mean the Secured Party, and its and its Affiliates'
officers, partners, directors, trustees, employees, agents.
"Indenture" shall have the meaning set forth in the preamble.
"Indenture Documents" shall mean the Indenture, the Notes, the
Collateral Agreements and the Note Registration Rights Agreement, and such other
agreements, instruments and certificates executed and delivered (or issued) by
the Issuers or the Debtors pursuant to the Indenture or any of the foregoing, as
any or all of the same may be amended, restated, supplemented or otherwise
modified from time to time.
"Instruments" shall mean all "instruments" as defined in Article 9 of
the UCC.
"Insurance" shall mean: (i) all insurance policies covering any or
all of the Collateral (regardless of whether the Secured Party is the loss payee
thereof) and (ii) any key man life insurance policies.
"Intellectual Property" shall mean, collectively, the Copyrights, the
Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the
Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.
"Inventory" shall mean: (i) all "inventory" as defined in the UCC and
(ii) all goods held for sale or lease or to be furnished under contracts of
service or so leased or furnished, all raw materials, work in process, finished
goods, and materials used or consumed in the manufacture, packing, shipping,
advertising, selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in any Debtor's business; all goods in which any
Debtor has an interest in mass or a joint or other interest or right of any
kind; and all goods which are returned to or repossessed by any Debtor, all
computer programs embedded in any goods and all accessions thereto and products
thereof (in each case, regardless of whether characterized as inventory under
the UCC).
"Investment Related Property" shall mean: (i) all "investment
property" (as such term is defined in Article 9 of the UCC) and (ii) all of the
following (regardless of whether classified as investment property under the
UCC): all Pledged Equity Interests, Pledged Debt, the Collateral Account,
Securities Accounts, Commodities Accounts and certificates of deposit.
"Material Adverse Effect" shall mean a material adverse effect on (i)
the business, operations, properties, assets, condition (financial or otherwise)
or prospects of Company and its Subsidiaries taken as a whole; (ii) the ability
of any Debtor to fully and timely perform its Obligations; (iii) the legality,
validity, binding effect or enforceability against a Debtor of an Indenture
Document to which it is a party; or (iv) the rights, remedies and benefits
available to, or conferred upon, the Secured Party under any Indenture Document.
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"Patent Licenses" shall mean all agreements providing for the granting
of any right in or to Patents (whether such Debtor is licensee or licensor
thereunder) including, without limitation, each agreement referred to in
Schedule 4.5(D) (as such schedule may be amended or supplemented from time to
time).
"Patents" shall mean all United States and foreign patents and
applications for letters patent throughout the world, including, but not limited
to each patent and patent application referred to in Schedule 4.5(C) (as such
schedule may be amended or supplemented from time to time), all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations of any of the foregoing, all rights corresponding thereto
throughout the world, and all proceeds of the foregoing including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds
of suit and the right to ▇▇▇ for past, present and future infringements of any
of the foregoing.
"Payment Intangible" shall have the meaning specified in the UCC.
"Pledged Debt" shall mean all Indebtedness owed to such Debtor,
including, without limitation, all Indebtedness described on Schedule 4.4 under
the heading "Pledged Debt" (as such schedule may be amended or supplemented from
time to time), issued by the obligors named therein, the instruments evidencing
such Indebtedness, and all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Indebtedness.
"Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Trust Interests.
"Pledged LLC Interests" shall mean all interests in any limited
liability company including, without limitation, all limited liability company
interests listed on Schedule 4.4 under the heading "Pledged LLC Interests" (as
such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such limited liability company interests and
any interest of such Debtor on the books and records of such limited liability
company or on the books and records of any securities intermediary pertaining to
such interest and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such limited liability company interests.
"Pledged Partnership Interests" shall mean all interests in any
general partnership, limited partnership, limited liability partnership or other
partnership including, without limitation, all partnership interests listed on
Schedule 4.4 under the heading "Pledged Partnership Interests" (as such schedule
may be amended or supplemented from time to time) and the certificates, if any,
representing such partnership interests and any interest of such Debtor on the
books and records of such partnership or on the books and records of any
securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such partnership
interests.
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"Pledged Trust Interests" shall mean all interests in a Delaware
business trust or other trust including, without limitation, all trust interests
listed on Schedule 4.4 under the heading "Pledged Trust Interests" (as such
schedule may be amended or supplemented from time to time) and the certificates,
if any, representing such trust interests and any interest of such Debtor on the
books and records of such trust or on the books and records of any securities
intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such trust interests.
"Pledged Stock" shall mean all shares of capital stock owned by such
Debtor, including, without limitation, all shares of capital stock described on
Schedule 4.4 under the heading "Pledged Stock" (as such schedule may be amended
or supplemented from time to time), and the certificates, if any, representing
such shares and any interest of such Debtor in the entries on the books of the
issuer of such shares or on the books of any securities intermediary pertaining
to such shares, and all dividends, distributions, cash, warrants, rights,
options, instruments, securities and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such shares.
"Pledge Joinder" shall mean any joinder to this agreement in
substantially the form of Exhibit B.
"Pledge Supplement" shall mean any supplement to this agreement in
substantially the form of Exhibit A.
"Proceeds" shall mean: (i) all "proceeds" as defined in Article 9 of
the UCC, (ii) payments or distributions made with respect to any Investment
Related Property and (iii) whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.
"Receivables" shall mean all rights to payment, whether or not earned
by performance, for goods or other property sold, leased, licensed, assigned or
otherwise disposed of, or services rendered or to be rendered, including,
without limitation all such rights constituting or evidenced by any Account,
Chattel Paper, Instrument, General Intangible or Investment Related Property,
together with all of Debtors' rights, if any, in any goods or other property
giving rise to such right to payment and all Collateral Support and Supporting
Obligations related thereto and all Receivables Records.
"Receivables Records" shall mean (i) all original copies of all
documents, instruments or other writings or electronic records or other Records
evidencing the Receivables, (ii) all books, correspondence, credit or other
files, Records, ledger sheets or cards, invoices, and other papers relating to
Receivables, including, without limitation, all tapes, cards, computer tapes,
computer discs, computer runs, record keeping systems and other papers and
documents relating to the Receivables, whether in the possession or under the
control of Debtor or any computer bureau or agent from time to time acting for
Debtor or otherwise, (iii) all evidences of the filing of financing statements
and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit
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information, reports and memoranda relating thereto and (v) all other written or
non-written forms of information related in any way to the foregoing or any
Receivable.
"Record" shall have the meaning specified in Article 9 of the UCC.
"Registered Organization" shall mean an organization organized solely
under the law of a single State or the United States and as to which the State
or the United States must maintain a public record showing the organization to
have been organized.
"Secured Obligations" shall mean all Obligations with respect to each
Debtor which are secured by this Agreement and for which the Collateral is
Collateral security for their prompt and complete payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. (S)362(a) (and any successor provision thereof)).
"Secured Party" has the meaning set forth in the preamble.
"Securities" shall mean any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.
"Securities Accounts" (i) shall mean all "securities accounts" as
defined in Article 8 of the UCC and (ii) shall include, without limitation, all
of the accounts listed on Schedule 4.4 under the heading "Securities Accounts"
(as such schedule may be amended or supplemented from time to time).
"Supporting Obligation" shall mean all "supporting obligations" as
defined in the UCC.
"Tax Code" shall mean the United States Internal Revenue Code of 1986,
as amended from time to time.
"Trademark Licenses" shall mean any and all agreements providing for
the granting of any right in or to Trademarks (whether such Debtor is licensee
or licensor thereunder) including, without limitation, each agreement referred
to in Schedule 4.5(F) (as such schedule may be amended or supplemented from time
to time).
"Trademarks" shall mean all United States, state and foreign
trademarks, trade names, corporate names, company names, business names,
fictitious business names, Internet domain names, service marks, certification
marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature, all registrations and applications for
any of the foregoing including, but not limited to the registrations and
applications referred to in Schedule 4.5(E) (as such schedule may be amended or
supplemented from time to time), all extensions or renewals of any of the
foregoing, all of the goodwill of the business connected with the use of and
symbolized by the foregoing,
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the right to ▇▇▇ for past, present and future infringement or dilution of any of
the foregoing or for any injury to goodwill, and all proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.
"Trade Secret Licenses" shall mean any and all agreements providing
for the granting of any right in or to Trade Secrets (whether such Debtor is
licensee or licensor thereunder) including, without limitation, each agreement
referred to in Schedule 4.5(G) (as such schedule may be amended or supplemented
from time to time).
"Trade Secrets" shall mean all trade secrets and all other
confidential or proprietary information and know-how now or hereafter owned by
or used in, the business of such Debtor (all of the foregoing being collectively
called a "Trade Secret"), whether or not such Trade Secret has been reduced to a
writing or other tangible form, including all documents and things embodying,
incorporating, or referring in any way to such Trade Secret, the right to ▇▇▇
for past, present and future infringement of any Trade Secret, and all proceeds
of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.
"UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.
1.2 Definitions; Interpretation. All capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the Indenture or, if not defined
therein, in the UCC. References to "Sections," "Exhibits" and "Schedules" shall
be to Sections, Exhibits and Schedules, as the case may be, of this Agreement
unless otherwise specifically provided. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
Any of the terms defined herein may, unless the context otherwise requires, be
used in the singular or the plural, depending on the reference. The use herein
of the word "include" or "including", when following any general statement, term
or matter, shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as "without
limitation" or "but not limited to" or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement,
term or matter. If any conflict or inconsistency exists between this Agreement
and the Indenture, the Indenture shall govern. All references herein to
provisions of the UCC shall include all successor provisions under any
subsequent version or amendment to any Article of the UCC.
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 and continuing lien on all of such Debtor's
right, title and interest in, to and under all property of such Debtor
including, but not limited to the following, in each case whether now owned or
existing or hereafter acquired or arising and wherever located (the Debtor's
"Collateral", as defined in Section 1.1):
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(i) Accounts;
(ii) Chattel Paper;
(iii) Documents;
(iv) General Intangibles;
(v) Goods;
(vi) Instruments;
(vii) Insurance;
(viii) Intellectual Property;
(ix) Investment Related Property;
(x) Receivables and Receivable Records;
(xi) Commercial Tort Claims;
(xii) to the extent not otherwise included above, all Collateral
Records, Collateral Support and Supporting Obligations
relating to any of the foregoing; and
(xiii) to the extent not otherwise included above, all Proceeds,
products, accessions, rents and profits of or in respect
of any of the foregoing.
2.2 Certain Limited Exclusions. (a) Notwithstanding anything herein to
the contrary, in no event shall the Collateral include, and no Debtor shall be
deemed to have granted a security interest in, any of such Debtor's right, title
or interest in: (i) any cash or deposit accounts; (ii) any Intellectual Property
if the grant of such security interest shall constitute or result in the
abandonment, invalidation or rendering unenforceable any right, title or
interest of any Debtor therein or if such a grant, under the terms of such
Intellectual Property license, contract or agreement results in a breach or
termination of the terms of, or constitutes a default under or termination of
any such Intellectual Property license, contract or agreement (other than to the
extent that the terms under such Intellectual Property license, contract or
agreement that restricts such grant would be rendered ineffective pursuant to
Section 9-406 or 9-408 of the UCC (or any successor provision or provisions) of
any relevant jurisdiction or any other applicable law (including the Bankruptcy
Code) or principles of equity); (iii) any license, contract or agreement to
which such Debtor is a party or any of its rights or interests thereunder,
including, without limitation, with respect to any Pledged Partnership Interests
or any Pledged LLC Interests, to the extent, but only to the extent, that such a
grant, under the terms of such license, contract or agreement (including,
without limitation, any partnership agreements or any limited liability company
agreements), or otherwise, results in a breach or termination of the terms of,
or constitutes a default under or termination of any such
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license, contract or agreement (other than to the extent that any such term
would be rendered ineffective pursuant to Section 9-406 or 9-408 of the UCC (or
any successor provision or provisions) of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity);
provided, that each Debtor agrees to use all reasonable efforts to obtain all
requisite consent to enable such Debtor to provide a security interest in such
asset and, in any event, immediately upon the ineffectiveness, lapse or
termination of any such provision, the Collateral shall include, and such Debtor
shall be deemed to have granted a security interest in, all such rights and
interests as if such provision had never been in effect; (iv) in any of the
outstanding capital stock of a Controlled Foreign Corporation in excess of 66%
of the voting power of all classes of capital stock of such Controlled Foreign
Corporation entitled to vote (other than Mikohn South America, S.A. for which
the Company shall only pledge 49.85% of its outstanding capital stock and Mikohn
Australasia Pty. Ltd. for which the Company shall only pledge 50% of its
outstanding capital stock); provided that immediately upon the amendment of the
Tax Code to allow the pledge of a greater percentage of the voting power of
capital stock in a Controlled Foreign Corporation without adverse tax
consequences, the Collateral shall include, and each Debtor shall be deemed to
have granted a security interest in, such greater percentage of capital stock of
each Controlled Foreign Corporation (other than Mikohn South America, S.A. and
Mikohn Australasia Pty. Ltd.); (v) any assets subject to Liens securing Purchase
Money Indebtedness or Capitalized Lease Obligations permitted under the
Indenture unless a Lien thereon is granted to secure any obligations to a lender
under the Credit Agreement; or (vi) any Gaming License.
2.3 Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the relative rights and remedies of the Secured Party hereunder and
the Credit Facility Secured Party shall be subject to and governed by the terms
of the Intercreditor Agreement at any time the Intercreditor Agreement is in
effect. In the event of any inconsistency between the terms hereof and the
Intercreditor Agreement, the Intercreditor Agreement shall control at any time
the Intercreditor Agreement is in effect.
3. SECURITY FOR OBLIGATIONS.
3.1 Security for Obligations. This Agreement secures, and the Collateral
is collateral security for, the prompt and complete payment or performance in
full when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. (S)362(a) (and any successor provision thereof)),
of all Obligations of each Debtor.
3.2 Obligations Remain. (a) Anything contained herein to the contrary
notwithstanding:
(i) each Debtor shall remain liable under any partnership
agreement or limited liability company agreement relating
to any Pledged Partnership Interest or Pledged LLC
Interest, any Assigned Agreement and/or any other contracts
and agreements included in the Collateral, to the extent
set forth therein, to perform all of its duties and
obligations thereunder to the same extent as if this
Agreement had not been executed;
10
(ii) the exercise by the Secured Party of any of its rights
hereunder shall not release any Debtor from any of its
duties or obligations under the contracts and agreements
included in the Collateral; and
(iii) the Secured Party shall not have any obligation or
liability under any partnership agreement or limited
liability company agreement relating to any Pledged
Partnership Interests or Pledged LLC Interests, any
Assigned Agreement or any other contracts and agreements
included in the Collateral by reason of this Agreement, nor
shall the Secured Party, be obligated to perform any of the
obligations or duties of any Debtor thereunder or to take
any action to collect or enforce any claim for payment
assigned hereunder.
(b) Neither the Secured Party nor any purchaser at a foreclosure sale
under this Agreement shall be obligated to assume any obligation or liability
under any partnership agreement or limited liability company agreement relating
to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned
Agreement or any other contracts and agreements included in the Collateral.
4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.
4.1 Generally.
(a) Representations and Warranties. Each Debtor hereby represents and
------------------------------
warrants that:
(i) it owns the Collateral purported to be owned by it or
otherwise has the rights it purports to have in each item
of Collateral and, as to all Collateral whether now
existing or hereafter acquired, will continue to own or
have such rights in each item of the Collateral, in each
case free and clear of any and all Liens, rights or claims
of all other Persons other than Permitted Liens,
including, without limitation, liens arising as a result
of such Debtor becoming bound (as a result of merger or
otherwise) as debtor under a security agreement entered
into by another Person;
(ii) it has indicated on Schedule 4.1(A)(as such schedule may
be amended or supplemented from time to time): (x) the
type of organization of such Debtor, (y) the jurisdiction
of organization of such Debtor and (z) the jurisdiction
where the chief executive office or its sole place of
business is, and for the one-year period preceding the
date hereof has been, located.
(iii) the full legal name of such Debtor is as set forth on
Schedule 4.1(A) and it has not done in the last five (5)
years, and does not do, business under any other name
(including any trade-name or fictitious business name)
11
except for those names set forth on Schedule 4.1(B) (as
such schedule may be amended or supplemented from time to
time);
(iv) such Debtor has not within the last five (5) years become
bound (whether as a result of merger or otherwise) as
debtor under a security agreement entered into by another
Person, which has not heretofore been terminated;
(v) upon the filing of all UCC financing statements naming
each Debtor as "debtor" and the Secured Party as "Secured
Party" and describing the Collateral in the filing offices
set forth opposite such Debtor's name on Schedule 4.1(C)
hereof (as such schedule may be amended or supplemented
from time to time) and, to the extent not subject to
Article 9 of the UCC, upon the recordation of the security
interest granted hereunder in Patents, Trademarks and
Copyrights in the applicable patent, trademark and
copyright registries (including the United states Patent
and Trademark Office and the United States Copyright
Office), and the registration of all unregistered
Copyrights and other filings delivered by each Debtor, the
security interests granted to the Secured Party hereunder
constitute valid and perfected Liens (subject in the case
of priority only to Permitted Liens and to the rights of
the United States government (including any agency or
department thereof) with respect to United States
government Receivables) on all of the Collateral;
(vi) all actions and consents, including all filings, notices,
registrations and recordings necessary or desirable for
the exercise by the Secured Party of the voting or other
rights provided for in this Agreement or the exercise of
remedies in respect of the Collateral have been made or
obtained except to the extent any consents or approvals
are required under applicable Gaming Laws, the
Intercreditor Agreement or any Intellectual Property
license, contract or agreement;
(vii) other than the financing statements filed in favor of the
Secured Party, no effective UCC financing statement,
fixture filing or other instrument similar in effect under
any applicable law covering all or any part of the
Collateral is on file in any filing or recording office
except for (x) financing statements for which proper
termination statements have been delivered to the Secured
Party for filing and (y) financing statements filed in
connection with Permitted Liens;
(viii) no authorization, approval or other action by, and no
notice to or filing with, any Governmental Authority is
required for either (i) the pledge or grant by any Debtor
of the Liens purported to be created in favor of the
Secured Party hereunder or (ii) the exercise by Secured
Party of any rights or remedies in respect of any
Collateral (whether specifically granted or created
hereunder or created or provided for by applicable
12
law), except (A) for the filings contemplated by clause
(v) above, (B) as may be required, in connection with the
disposition of any Investment Related Property, by laws
generally affecting the offering and sale of Securities
and (C) to the extent any consents or approvals are
required under applicable Gaming Laws, the Intercreditor
Agreement or any Intellectual Property license, contract
or agreement;
(ix) all information supplied by any Debtor with respect to any
of the Collateral (in each case taken as a whole with
respect to any particular Collateral) is accurate and
complete in all material respects; and
(x) none of the Collateral constitutes, or is the Proceeds of,
"farm products" (as defined in the UCC).
(b) Covenants and Agreements. Each Debtor hereby covenants and agrees
------------------------
that:
(i) except for the security interest created by this
Agreement, it shall not create or suffer to exist any Lien
upon or with respect to any of the Collateral, except
Permitted Liens, and such Debtor shall defend the
Collateral against all Persons at any time claiming any
interest therein;
(ii) it shall not produce, use or permit any Collateral to be
used unlawfully or in violation of any provision of this
Agreement or any applicable statute, regulation or
ordinance or any policy of insurance covering the
Collateral;
(iii) it shall not change such Debtor's name, identity,
corporate structure, sole place of business, chief
executive office or jurisdiction of organization or
establish any trade names unless it shall have (a)
notified the Secured Party in writing, by executing and
delivering to the Secured Party a completed Pledge
Supplement, substantially in the form of Exhibit A
attached hereto, together with all Supplements to
Schedules thereto, at least thirty (30) days prior to any
such change or establishment, identifying such new
proposed name, identity, corporate structure, sole place
of business, chief executive office, jurisdiction of
organization or trade name and providing such other
information in connection therewith as the Secured Party
may reasonably request and (b) taken all actions necessary
or advisable to maintain the continuous validity and
perfection of the Secured Party's security interest in the
Collateral intended to be granted and agreed to hereby;
(iv) it shall pay promptly when due all property and other
taxes, assessments and governmental charges or levies
imposed upon, and all claims (including claims for labor,
materials and supplies) against, the Collateral, except to
the extent the validity thereof is being contested in good
faith; provided, such Debtor shall in any event pay such
taxes, assessments, charges, levies or claims not later
than five (5) days prior to
13
the date of any proposed sale under any judgment, writ or
warrant of attachment entered or filed against such Debtor
or any of the Collateral as a result of the failure to
make such payment;
(v) upon such Debtor or any officer of such Debtor obtaining
knowledge thereof, it shall promptly notify the Secured
Party in writing of any event that may materially and
adversely affect the value of the Collateral or any
portion thereof, the ability of any Debtor or the Secured
Party to dispose of the Collateral or any portion thereof,
or the rights and remedies of the Secured Party in
relation thereto, including, without limitation, the levy
of any legal process against the Collateral or any portion
thereof;
(vi) it shall use commercially reasonable efforts to deliver to
the Secured Party landlord consents, to the extent it
occupies and has business activities on any premises as a
lessee under a lease, executed by the landlord in respect
of such lease the effect of which would subordinate the
claims of such landlord to the Liens created under this
Agreement and enable the Secured Party to access such
premises without delay for the purpose of enforcing such
Liens; and
(vii) it shall use commercially reasonable efforts to promptly
deliver to the Secured Party executed UCC Termination
Statements, Intellectual Property releases and such other
releases, terminations or discharges of any Lien held by
First Union National Bank upon the Collateral or any other
asset of such Debtor.
4.2 Equipment and Inventory.
(a) Representations and Warranties. Each Debtor represents and
------------------------------
warrants, on the Issue Date, that:
(i) all of the Equipment and Inventory included in the
Collateral is kept only at the locations specified in
Schedule 4.2; and
(iii) any Goods now or hereafter produced by any Debtor included
in the Collateral have been and will be produced in
compliance with the requirements of the Fair Labor
Standards Act, as amended.
(b) Covenants and Agreements. Each Debtor covenants and agrees that:
------------------------
(i) it shall not deliver any Document evidencing any Equipment
and Inventory to any Person other than the issuer of such
Document to claim the Goods evidenced therefor or the
Secured Party or the Credit Facility Secured Party or any
other holder or representative of a holder of a Permitted
Lien; and
14
(ii) if any Equipment or Inventory is in possession or control
of any third party, it shall join with the Secured Party
in notifying the third party of the Secured Party's
security interest and use its reasonable efforts in
obtaining an acknowledgment from the third party that it
is holding the Equipment and Inventory for the benefit of
the Secured Party and other holders of Permitted Liens.
4.3 Receivables. Covenants and Agreements: Each Debtor hereby covenants
------------------------
and agrees that:
(a) it shall keep and maintain at its own cost and expense
satisfactory and complete records of the Receivables, including, but not limited
to, the originals of all documentation with respect to all Receivables and
records of all payments received and all credits granted on the Receivables, all
merchandise returned and all other dealings therewith;
(b) it shall ▇▇▇▇ conspicuously all Chattel Paper, Instruments and
other evidence of Receivables (other than any delivered to the Secured Party as
provided herein), as well as the Receivables Records with an appropriate
reference to the fact that the Secured Party has a security interest therein;
(c) it shall perform in all material respects all of its obligations
with respect to the Receivables;
(d) it shall not amend, modify, terminate or waive any provision of
any Receivable in any manner which could reasonably be expected to have a
Material Adverse Effect on the value of such Receivable as Collateral. Other
than in the ordinary course of business as generally conducted by it on and
prior to the date hereof, and except as otherwise provided in subsection 4.3(e)
below, following an Event of Default, such Debtor shall not (w) grant any
extension or renewal of the time of payment of any Receivable, (x) compromise or
settle any dispute, claim or legal proceeding with respect to any Receivable for
less than the total unpaid balance thereof, (y) release, wholly or partially,
any Person liable for the payment thereof, or (z) allow any credit or discount
thereon;
(e) except as otherwise provided in this subsection, it shall continue
to collect all amounts due or to become due to such Debtor under the Receivables
and any Supporting Obligation and diligently exercise each material right it may
have under any Receivable, any Supporting Obligation or Collateral Support, in
each case, at its own expense; and
(f) it shall use its reasonable efforts to keep in full force and
effect any Supporting Obligation or Collateral Support relating to any
Receivable.
4.4 Investment Related Property.
(a) Representations and Warranties. Each Debtor hereby represents and
------------------------------
warrants, on the Issue Date, that:
(i) Schedule 4.4 (as such schedule may be amended or
supplemented from time to time) sets forth under the
headings "Pledged Stock", "Pledged LLC Interests,"
"Pledged Partnership Interests" and "Pledged Trust
Interests," respectively, all of the Pledged Stock,
Pledged LLC Interests,
15
Pledged Partnership Interests and Pledged Trust Interests
owned by any Debtor and such Pledged Equity Interests
constitute the percentage of issued and outstanding shares
of stock, percentage of membership interests, percentage
of partnership interests or percentage of beneficial
interest of the respective issuers thereof indicated on
such Schedule;
(ii) it is the record and beneficial owner of the Pledged
Equity Interests free of all Liens, rights or claims of
other Persons other than Permitted Liens;
(iii) without limiting the generality of Section 4.1(a)(v), no
consent of any Person including any other general or
limited partner, any other member of a limited liability
company, any other shareholder or any other trust
beneficiary is necessary or desirable in connection with
the creation or perfection of the security interest of the
Secured Party in any Pledged Equity Interests or the
exercise by the Secured Party of the voting or other
rights provided for in this Agreement or the exercise of
remedies in respect thereof;
(iv) Schedule 4.4 (as such schedule may be amended or
supplemented from time to time) sets forth under the
heading "Pledged Debt" all of the Pledged Debt owned by
any Debtor and all of such Pledged Debt has been duly
authorized, authenticated or issued, and delivered and is
the legal, valid and binding obligation of the issuers
thereof and is not in default and constitutes all of the
issued and outstanding inter-company Indebtedness
evidenced by an instrument or certificated security of the
respective issuers thereof owing to such Debtor; and
(v) Schedule 4.4 sets forth under the headings "Securities
Accounts" and "Commodities Accounts," respectively, all of
the Securities Accounts and Commodities Accounts in which
the each Debtor has an interest. Each Debtor is the sole
entitlement holder of each such Securities Account and
Commodities Account, and such Debtor has not consented to,
and is not otherwise aware of, any Person having "control"
(as defined in Section 9-115(e) of the UCC) over, or any
other interest in, any such Securities Account or
Commodity Account or any securities or other property
credited thereto; and
(b) Covenants and Agreements. Each Debtor hereby covenants and agrees
------------------------
that:
(i) in the event it acquires rights in any Investment Related
Property after the date hereof, it shall deliver to the
Secured Party a completed Pledge Supplement, substantially
in the form of Exhibit A attached hereto, together with
all Supplements to Schedules thereto, reflecting such new
Investment Related Property and all other Investment
Related Property. Notwithstanding the foregoing, it is
understood and agreed that the security interest of the
Secured Party shall attach to all Investment Related
Property immediately upon any Debtor's acquisition of
rights
16
therein and shall not be affected by the failure of any
Debtor to deliver a supplement to Schedule 4.4 as required
hereby;
(ii) except as provided in the next sentence, in the event such
Debtor receives any dividends, interest or distributions
on any Investment Related Property, or any securities or
other property upon the merger, consolidation, liquidation
or dissolution of any issuer of any Investment Related
Property, then (a) such dividends, interest or
distributions and securities or other property shall be
included in the definition of Collateral without further
action and (b) such Debtor shall immediately take all
steps, if any, necessary or advisable to ensure the
validity and perfection of the Secured Party over such
Investment Related Property (including, without
limitation, delivery thereof to the Secured Party) and
pending any such action such Debtor shall be deemed to
hold such dividends, interest, distributions, securities
or other property in trust for the benefit of the Secured
Party and shall be segregated from all other property of
such Debtor. Notwithstanding the foregoing, so long as no
Event of Default shall have occurred and be continuing,
the Secured Party authorizes each Debtor to retain all
ordinary cash dividends and distributions paid in the
normal course of business and all scheduled payments of
interest;
(iii) each Debtor consents to the grant by each other Debtor of
a security interest in all Investment Related Property to
the Secured Party and, without limiting the foregoing,
consents to the transfer of any Pledged Partnership
Interest and any Pledged LLC Interest to the Secured Party
or its nominee following an Event of Default and to the
substitution of the Secured Party or its nominee as a
partner in any partnership or as a member in any limited
liability company with all the rights and powers related
thereto.
(c) Voting and Distributions.
------------------------
(i) So long as no Event of Default shall have occurred and be
continuing subject to applicable Gaming Laws:
(A) each Debtor shall be entitled to exercise or refrain
from exercising any and all voting and other
consensual rights pertaining to the Investment
Related Property or any part thereof for any purpose
not inconsistent with the terms of this Agreement or
the Indenture; and
(B) the Secured Party shall promptly execute and deliver
(or cause to be executed and delivered) to each
Debtor all proxies, and other instruments as such
Debtor may from time to time reasonably request for
the purpose of enabling such Debtor to exercise the
17
voting and other consensual rights when and to the extent
which it is entitled to exercise pursuant to clause (A)
above;
(ii) Upon the occurrence and during the continuation of an Event of
Default subject to Section 7.6(a):
(A) all rights of each Debtor to exercise or refrain from
exercising the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant hereto
shall cease and all such rights shall thereupon become
vested in the Secured Party who shall thereupon have the
sole right to exercise such voting and other consensual
rights; and
(B) in order to permit the Secured Party to exercise the voting
and other consensual rights which it may entitled to
exercise pursuant hereto and to receive all dividends and
other distributions which it may be entitled to receive
hereunder: (1) each Debtor shall promptly execute and
deliver (or cause to be executed and delivered) to the
Secured Party all proxies, dividend payment orders and
other instruments as the Secured Party may from time to
time reasonably request and (2) each Debtor acknowledges
that the Secured Party may utilize the power of attorney
set forth in Section 6.
4.5 Intellectual Property.
(a) Representations and Warranties. Except as disclosed in Schedule
------------------------------
4.5(H) (as such schedule may be amended or supplemented from time to time), each
Debtor hereby represents and warrants, on the Issue Date, that:
(i) Schedule 4.5 (as such schedule may be amended or
supplemented from time to time) sets forth a true and
complete list of (i) all active United States and foreign
registrations of and applications for Patents, Trademarks,
and Copyrights owned by each Debtor and (ii) all Patent
Licenses, Trademark Licenses and Copyright Licenses material
to the business of such Debtor;
(ii) it is the sole and exclusive owner of the entire right,
title, and interest in and to all Intellectual Property
listed as"owned" by such Debtor on Schedule 4.5 (as such
schedule may be amended or supplemented from time to time),
and owns or has the valid right to use all other
Intellectual Property used in or necessary to conduct its
business, free and clear of all Liens, claims, encumbrances
and licenses, except for Permitted Liens and the licenses
set forth on Schedule 4.5(B), (D), (F) and (G) (as each may
be amended or supplemented from time to time);
18
(iii) all Intellectual Property is subsisting and has not been
adjudged invalid or unenforceable, in whole or in part,
and each Debtor has performed all commercially reasonable
acts and has paid all renewal, maintenance, and other fees
and taxes required to maintain each and every registration
and application of material Intellectual Property in full
force and effect;
(iv) to each Debtor's knowledge, all Intellectual Property is
valid and enforceable; no holding, decision, or judgment
has been rendered in any action or proceeding before any
court or administrative authority challenging the validity
of, such Debtor's right to register, or such Debtor's
rights to own or use, any Intellectual Property and no
such action or proceeding is pending or, to the best of
such Debtor's knowledge, threatened;
(v) all registrations and applications for Copyrights, Patents
and Trademarks are standing in the name of each Debtor,
and none of the Trademarks, Patents, Copyrights or Trade
Secret Collateral has been licensed by any Debtor to any
affiliate or third party, except as disclosed in Schedule
4.5(B), (D), (F), or (G) (as each may be amended or
supplemented from time to time);
(vi) to each Debtor's knowledge, each Debtor uses adequate
standards of quality in the manufacture, distribution, and
sale of all products sold and in the provision of all
services rendered under or in connection with all
Trademark Collateral and has taken all action reasonably
necessary to ensure that all licensees of the Trademark
Collateral owned by such Debtor use such adequate
standards of quality;
(vii) to the knowledge of each Debtor, the conduct of such
Debtor's business does not infringe upon any trademark,
patent, copyright, trade secret or similar intellectual
property right owned or controlled by a third party; no
Debtor has received any claim in writing in the past two
years that the use of any Intellectual Property owned or
used by Debtor (or any of its respective licensees)
infringes or misappropriates the Intellectual Property
rights of any third party;
(viii) to the best of each Debtor's knowledge, no third party is
infringing upon any Intellectual Property owned or used by
such Debtor, or any of its respective licensees;
(ix) no settlement or consents, covenants not to ▇▇▇,
nonassertion assurances, or releases have been entered
into by any Debtor or to which any Debtor is bound that
would be reasonably expected to have a material adverse
effect on such Debtor's rights to own or use any
Intellectual Property; and
19
(x) each Debtor has not made a previous assignment, sale,
transfer or agreement constituting a present or future
assignment, sale, transfer or agreement of any Intellectual
Property that has not been terminated or released. There is
no effective financing statement or other document or
instrument now executed, or on file or recorded in any
public office that has not been released or terminated,
granting a security interest in or otherwise encumbering any
part of the Intellectual Property, other than in favor of
the Secured Party.
(b) Covenants and Agreements. Each Debtor hereby covenants and agrees
------------------------
as follows:
(i) it shall not do any act or omit to do any reasonable act
whereby any of the Intellectual Property which is material
to the business of Debtor may lapse, or become abandoned,
dedicated to the public, or unenforceable, or which would be
reasonably likely to materially adversely affect the
validity, grant, or enforceability of the security interest
granted therein;
(ii) it shall not, with respect to any Trademarks which are
material to the business of any Debtor, cease the use of any
of such Trademarks or fail to maintain the level of the
quality of products sold and services rendered under any of
such Trademark at a level at least substantially consistent
with the quality of such products and services as of the
date hereof, and each Debtor shall take all steps necessary
to insure that licensees of such Trademarks use such
consistent standards of quality; provided that it is
--------
commercially reasonable for each Debtor to continue using
such Trademarks;
(iii) promptly after the creation or acquisition of any
Copyrightable work which is material to the business of
Debtor, Debtor shall apply to register the Copyright in the
United States Copyright Office;
(iv) it shall take all reasonable steps in the United States
Patent and Trademark Office, the United States Copyright
Office, any state registry or any foreign counterpart of the
foregoing, to pursue any application and maintain any
registration of each Trademark, Patent, and Copyright owned
by any Debtor and material to its business which is now or
shall become included in the Intellectual Property (except
for such works with respect to which such Debtor has
determined in the exercise of its commercially reasonable
judgment that it shall not seek registration) including, but
not limited to, those items on Schedule 4.5(A), (C) and (E)
(as each may be amended or supplemented from time to time);
(v) it shall promptly (but in no event more than thirty (30)
days after any Debtor obtains knowledge thereof) report to
the Secured Party (i) the filing of any application to
register any Intellectual Property with the United States
Patent and Trademark Office, the United States Copyright
20
Office, or any state registry or foreign counterpart of the
foregoing (whether such application is filed by such Debtor
or through any agent, employee, licensee, or designee
thereof) and (ii) the registration of any Intellectual
Property by any such office, in each case by executing and
delivering to the Secured Party a completed Pledge
Supplement, substantially in the form of Exhibit A attached
hereto, together with all Supplements to Schedules thereto;
(vi) it shall, promptly upon the reasonable request of the
Secured Party, execute and deliver to the Secured Party any
document required to acknowledge, confirm, register, record,
or perfect the Secured Party's interest in any part of the
Intellectual Property, whether now owned or hereafter
acquired;
(vii) it shall hereafter use commercially reasonable efforts so as
not to permit the inclusion in any contract to which it
hereafter becomes a party of any provision that could or
might in any way materially impair or prevent the creation
of a security interest in, or the assignment of, such
Debtor's rights and interests in any property included
within the definitions of any Intellectual Property acquired
under such contracts;
(viii) where commercially reasonable and practicable, it shall use
proper statutory notice in connection with its use of any of
the Intellectual Property; and
(ix) it shall continue to collect (or attempt to collect), at its
own expense, all amounts due or to become due to such Debtor
in respect of the Intellectual Property or any portion
thereof. In connection with such collections, each Debtor
may take such action as such Debtor or the Secured Party may
deem reasonably necessary or advisable to enforce collection
of such amounts. Notwithstanding the foregoing, the Secured
Party shall have the right at any time, to notify, or
require any Debtor to notify, any obligors with respect to
any such amounts of the existence of the security interest
created hereby.
4.6 Commercial Tort Claims
(a) Representations and Warranties. Each Debtor hereby represents and
------------------------------
warrants, on the Issue Date, that Schedule 4.6 (as such schedule may be amended
or supplemented from time to time) sets forth all Commercial Tort Claims of each
Debtor; and
(b) Covenants and Agreements. Each Debtor hereby covenants and agrees
------------------------
that with respect to any Commercial Tort Claim hereafter arising it shall
deliver to the Secured Party a completed Pledge Supplement, substantially in the
form of Exhibit A attached hereto, together with all Supplements to Schedules
thereto, identifying such new Commercial Tort Claims.
21
5. FURTHER ASSURANCES; ADDITIONAL DEBTORS.
5.1 Further Assurances.
(a) Each Debtor agrees that from time to time, at the expense of such
Debtor, that it shall promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable in
order to create and/or maintain the validity, perfection or priority of and
protect any security interest granted or purported to be granted hereby or to
enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, each Debtor shall:
(i) execute and file such financing or continuation statements,
or amendments thereto, and execute and deliver such other
agreements, instruments, endorsements, powers of attorney or
notices, as may be necessary or desirable, in order to
perfect and preserve the security interests granted or
purported to be granted hereby;
(ii) take all actions necessary to ensure the recordation of
appropriate evidence of the liens and security interest
granted hereunder in the Intellectual Property with any
intellectual property registry in which said Intellectual
Property is registered or in which an application for
registration is pending including, without limitation, the
United States Patent and Trademark Office, the United States
Copyright Office, the various Secretaries of State, and the
foreign counterparts on any of the foregoing;
(iii) at any reasonable time, upon request by the Secured Party,
exhibit the Collateral to and allow inspection of the
Collateral by the Secured Party, or persons designated by
the Secured Party; and
(iv) at the Secured Party's request, appear in and defend any
action or proceeding that may affect such Debtor's title to
or the Secured Party's security interest in all or any part
of the Collateral.
(b) Each Debtor hereby authorizes the Secured Party to file a Record
or Records, including, without limitation, financing or continuation statements,
and amendments thereto, in all jurisdictions and with all filing offices as the
Secured Party may determine, in its sole discretion, are necessary or advisable
to perfect the security interest granted to the Secured Party herein. Such
financing statements may describe the Collateral in the same manner as described
herein or may contain an indication or description of collateral that describes
such property in any other manner as the Secured Party may determine, in its
sole discretion, is necessary, advisable or prudent to ensure the perfection of
the security interest in the Collateral granted to the Secured Party herein,
including, without limitation, describing such property as "all assets" or "all
personal property." Each Debtor shall furnish to the Secured Party from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Secured Party
may reasonably request, all in reasonable detail.
22
(c) Each Debtor hereby authorizes the Secured Party to modify this
Agreement after obtaining such Debtor's approval of or signature to such
modification by amending Schedule 4.5 (as such schedule may be amended or
supplemented from time to time) to include reference to any right, title or
interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Debtor after the execution hereof or to delete any
reference to any right, title or interest in any Intellectual Property in which
any Debtor no longer has or claims any right, title or interest.
5.2 Additional Debtors. From time to time subsequent to the date hereof,
additional Guarantors may become Additional Debtors pursuant to the terms of the
Indenture, by executing a a Pledge Joinder substantially in the form attached
hereto as Exhibit B. Upon delivery of any such counterpart agreement to the
Secured Party, notice of which is hereby waived by Debtors, (a) each Additional
Debtor shall be a Debtor and shall be as fully a party hereto as if Additional
Debtor were an original signatory hereto and (b) the supplemental schedules
thereto shall be incorporated into and become a part of and supplement the
respective schedules to this Agreement; and each reference to such Schedules
shall mean and be a reference to such Schedules as supplemented pursuant to each
Security Agreement Supplement. Each Debtor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Debtor hereunder, nor by any election of
Secured Party not to cause any Subsidiary of the Company to become an Additional
Debtor hereunder. This Agreement shall be fully effective as to any Debtor that
is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Debtor hereunder.
6. ATTORNEY-IN-FACT.
6.1 Power of Attorney. Each Debtor hereby irrevocably appoints the
Secured Party (such appointment being coupled with an interest) as such Debtor's
attorney-in-fact, with full authority in the place and stead of such Debtor and
in the name of such Debtor, the Secured Party or the Credit Facility Secured
Party, from time to time in its discretion to take any action and to execute any
instrument that it may deem reasonably necessary or advisable to accomplish the
purposes of this Agreement and the Intercreditor Agreement, including, without
limitation, the following:
(a) upon the occurrence and during the continuance of any Event of
Default, to obtain and adjust insurance required to be maintained by such Debtor
pursuant to the Indenture;
(b) upon the occurrence and during the continuance of any Event of
Default, to ask for, demand, collect, ▇▇▇ for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;
(c) upon the occurrence and during the continuance of any Event of
Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above subject in all
respects to the rights of any lender under the Credit Agreement to receive,
endorse and collect the same;
(d) upon the occurrence and during the continuance of any Event of
Default, to file any claims or take any action or institute any proceedings
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of the Secured Party with respect to any of the
Collateral;
23
(e) to prepare and file any UCC financing statements against such
Debtor as debtor;
(f) to prepare, sign, and file for recordation in any intellectual
property registry, appropriate evidence of the lien and security interest
granted herein in the Intellectual Property in the name of such Debtor as
assignor;
(g) to take or cause to be taken all actions necessary to perform or
comply or cause performance or compliance with the terms of this Agreement,
including, without limitation, access to pay or discharge taxes or Liens (other
than Permitted Liens) levied or placed upon or threatened against the
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same, any such payments made by the Secured Party to become
obligations of such Debtor to the Secured Party, due and payable immediately
without demand; and
(h) upon the occurrence and during the continuance of any Event of
Default, generally to sell, transfer, pledge, make any agreement with respect to
or otherwise deal with any of the Collateral as fully and completely as though
the Secured Party were the absolute owner thereof for all purposes, and to do,
at the Secured Party's option and such Debtor's expense, at any time or from
time to time, all acts and things that the Secured Party deems reasonably
necessary to protect, preserve or realize upon the Collateral and the Secured
Party's security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as such Debtor might do.
6.2 No Duty on the Part of Secured Party. The powers conferred on the
Secured Party hereunder are solely to protect the interests of the Secured Party
in the Collateral and shall not impose any duty upon the Secured Party to
exercise any such powers. The Secured Party shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers,
and neither it nor any of its officers, directors, employees or agents shall be
responsible to any Debtor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.
7. REMEDIES.
7.1 Generally.
(a) If any Event of Default shall have occurred and be continuing, the
Secured Party may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it at
law or in equity, all the rights and remedies of the Secured Party on default
under the UCC (whether or not the UCC applies to the affected Collateral) to
collect, enforce or satisfy any Secured Obligations then owing, whether by
acceleration or otherwise, and also may pursue any of the following separately,
successively or simultaneously:
(i) require any Debtor to, and each Debtor hereby agrees that it
shall at its expense and promptly upon request of the
Secured Party forthwith, assemble all or part of the
Collateral as directed by the Secured Party and make it
available to the Secured Party at a place to be designated
by the Secured Party that is reasonably convenient to both
parties;
(ii) enter onto the property where any Collateral is located and
take possession thereof with or without judicial process;
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(iii) prior to the disposition of the Collateral, store, process,
repair or recondition the Collateral or otherwise prepare
the Collateral for disposition in any manner to the extent
the Secured Party deems appropriate;
(iv) without notice except as specified below or under the UCC,
sell, assign, lease, license (on an exclusive or
nonexclusive basis) or otherwise dispose of the Collateral
or any part thereof in one or more parcels at public or
private sale, at any of the Secured Party's offices or
elsewhere, for cash, on credit or for future delivery, at
such time or times and at such price or prices and upon such
other terms as the Secured Party may deem commercially
reasonable; and
(b) The Secured Party may be a purchaser of any or all of the
Collateral at any public or private (to the extent the portion of the Collateral
being privately sold is of a kind that is customarily sold on a recognized
market or the subject of widely distributed standard price quotations) sale in
accordance with the UCC and the Secured Party, as Secured Party for and
representative of the Holders, shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such sale made in accordance with the UCC, to use and
apply any of the Secured Obligations as a credit on account of the purchase
price for any Collateral payable by the Secured Party at such sale. Each
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of any Debtor, and each Debtor hereby waives (to the
extent permitted by applicable law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. Each Debtor agrees that,
to the extent notice of sale shall be required by law, at least ten (10) days
notice to such Debtor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification.
The Secured Party shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Secured Party may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. Each Debtor agrees that it would
not be commercially unreasonable for the Secured Party to dispose of the
Collateral or any portion thereof by using Internet sites that provide for the
auction of assets of the types included in the Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets.
Each Debtor hereby waives any claims against the Secured Party arising by reason
of the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Secured Party accepts the first offer received and does not
offer such Collateral to more than one offeree. If the proceeds of any sale or
other disposition of the Collateral are insufficient to pay all the Secured
Obligations, each Debtor shall be liable for the deficiency and the fees of any
attorneys employed by the Secured Party to collect such deficiency. Each Debtor
further agrees that a breach of any of the covenants contained in this Section
will cause irreparable injury to the Secured Party, that the Secured Party has
no adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section shall be specifically
enforceable against such Debtor, and such Debtor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants
except for a defense that no default has occurred giving rise to the Secured
Obligations
25
becoming due and payable prior to their stated maturities. Nothing in this
Section shall in any way alter the rights of the Secured Party hereunder.
(c) The Secured Party may sell following the occurrence and during the
continuance of an Event of Default the Collateral without giving any warranties
as to the Collateral. The Secured Party may specifically disclaim or modify any
warranties of title or the like. This procedure will not be considered to
adversely effect the commercial reasonableness of any sale of the Collateral.
(d) If the Secured Party sells any of the Collateral on credit, the
Secured Obligations will be credited only with payments actually made by the
purchaser and received by the Secured Party and applied to the indebtedness of
the purchaser. In the event the purchaser fails to pay for the Collateral, the
Secured Party may resell the Collateral.
(e) The Secured Party shall have no obligation to ▇▇▇▇▇▇▇▇ any of the
Collateral.
(f) All amounts and proceeds (including checks and other instruments)
received by any Debtor in respect of amounts due to such Debtor in respect of
the Collateral or any portion thereof following the occurrence and during the
continuance of an Event of Default shall be received in trust for the benefit of
the Secured Party hereunder, shall be segregated from other funds of such Debtor
and shall be forthwith paid over or delivered (subject to the Intercreditor
Agreement to the extent then in effect) to the Secured Party in the same form as
so received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 7.5 following the occurrence and during the
continuance of an Event of Default. Upon demand from the Secured Party, Debtors
shall not adjust, settle or compromise the amount or payment of any such amount
or release wholly or partly any obligor with respect thereto or allow any credit
or discount thereon.
7.2 Application of Proceeds. Except as expressly provided elsewhere in
this Agreement, all proceeds received by the Secured Party in respect of any
sale, any collection from, or other realization upon all or any part of the
Collateral shall be applied in full or in part by the Secured Party against, the
Secured Obligations in the following order of priority: first, to the payment
-----
of all costs and expenses of such sale, collection or other realization,
including reasonable compensation to the Secured Party and its agents and
counsel, and all other expenses, liabilities and advances made or incurred by
the Secured Party in connection therewith, and all amounts for which the Secured
Party is entitled to indemnification hereunder and all advances made by the
Secured Party hereunder for the account of the applicable Debtor, and to the
payment of all costs and expenses paid or incurred by the Secured Party in
connection with the exercise of any right or remedy hereunder or under the
Indenture, all in accordance with the terms hereof or thereof; second, to the
------
extent of any excess of such proceeds, to the payment of all other Secured
Obligations for the ratable benefit of the Holders; and third, to the extent of
-----
any excess of such proceeds, to the payment to or upon the order of such Debtor
or to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.
7.3 Investment Related Property. Each Debtor recognizes that, by reason
of certain prohibitions contained in the Securities Act and applicable state
securities laws, the Secured Party may be compelled, with respect to any sale of
all or any part of the Investment Related Property conducted without prior
registration or qualification of such Investment Related Property under the
Securities Act and/or such state securities laws, to limit purchasers to those
who will agree, among other things, to acquire the Investment Related Property
for their own account, for investment and not with a view to the
26
distribution or resale thereof. Each Debtor acknowledges that any such private
sale may be at prices and on terms less favorable than those obtainable through
a public sale without such restrictions (including a public offering made
pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, each Debtor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and
that the Secured Party shall have no obligation to engage in public sales and no
obligation to delay the sale of any Investment Related Property for the period
of time necessary to permit the issuer thereof to register it for a form of
public sale requiring registration under the Securities Act or under applicable
state securities laws, even if such issuer would, or should, agree to so
register it. If the Secured Party determines to exercise its right to sell any
or all of the Investment Related Property, upon written request, each Debtor
shall and shall cause each issuer of any Pledged Stock to be sold hereunder,
each partnership and each limited liability company from time to time to furnish
to the Secured Party all such information as the Secured Party may request in
order to determine the number and nature of interest, shares or other
instruments included in the Investment Related Property which may be sold by the
Secured Party in exempt transactions under the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder, as the same
are from time to time in effect.
7.4 Intellectual Property.
(a) Anything contained herein to the contrary notwithstanding, upon
the occurrence and during the continuation of an Event of Default:
(i) the Secured Party shall have the right (but not the
obligation) to bring suit or otherwise commence any action
or proceeding in the name of any Debtor, the Secured Party
or otherwise, in the Secured Party's sole discretion, to
enforce any Intellectual Property, in which event such
Debtor shall, at the request of the Secured Party, do any
and all reasonable lawful acts and execute any and all
documents reasonably required by the Secured Party in aid of
such enforcement and such Debtor shall promptly, upon
demand, reimburse and indemnify the Secured Party as
provided in Section 10 hereof in connection with the
exercise of its rights under this Section, and, to the
extent that the Secured Party shall elect not to bring suit
to enforce any Intellectual Property as provided in this
Section, each Debtor agrees to use all reasonable measures,
whether by action, suit, proceeding or otherwise, to prevent
the commercially material infringement of any of the
material Intellectual Property by others and for that
purpose agrees to diligently maintain any action, suit or
proceeding against any Person so infringing as shall be
reasonably necessary to prevent such infringement;
(ii) upon reasonable written demand from the Secured Party, each
Debtor shall grant, assign, convey or otherwise transfer to
the Secured Party all of such Debtor's right, title and
interest in and to the Intellectual Property and shall
execute and deliver to the Secured Party such documents as
are necessary or appropriate to carry out the intent and
purposes of this Agreement;
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(iii) each Debtor agrees that such an assignment and/or recording
shall be applied to reduce the Secured Obligations
outstanding only to the extent that the Secured Party
receives cash proceeds in respect of the sale of, or other
realization upon, the Intellectual Property;
(iv) within five (5) Business Days after written notice from the
Secured Party, each Debtor shall make available to the
Secured Party, to the extent within such Debtor's power and
authority, such personnel in such Debtor's employ on the
date of such Event of Default as the Secured Party may
reasonably designate, by name, title or job responsibility,
to permit such Debtor to continue, directly or indirectly,
to produce, advertise and sell the products and services
sold or delivered by such Debtor under or in connection with
the Intellectual Property, such persons to be available to
perform their prior functions on the Secured Party's behalf
and to be compensated by the Secured Party at such Debtor's
expense on a per diem, pro-rata basis consistent with the
salary and benefit structure applicable to each as of the
date of such Event of Default; and
(v) the Secured Party shall have the right to notify, or require
each Debtor to notify, any obligors with respect to amounts
due or to become due to such Debtor in respect of the
Intellectual Property, of the existence of the security
interest created herein, to direct such obligors to make
payment of all such amounts directly to the Secured Party,
and, upon such notification and at the expense of such
Debtor, to enforce collection of any such amounts and to
adjust, settle or compromise the amount or payment thereof,
in the same manner and to the same extent as such Debtor
might have done.
(b) If (i) an Event of Default shall have occurred and, by reason of
cure, waiver, modification, amendment or otherwise, no longer be continuing,
(ii) no other Event of Default shall have occurred and be continuing, (iii) an
assignment or other transfer to the Secured Party of any rights, title and
interests in and to the Intellectual Property shall have been previously made
and shall have become absolute and effective, and (iv) the Secured Obligations
shall not have become immediately due and payable, upon the written request of
any Debtor, the Secured Party shall promptly execute and deliver to such Debtor,
at such Debtor's sole cost and expense, such assignments or other transfer as
may be necessary to reassign to such Debtor any such rights, title and interests
as may have been assigned to the Secured Party as aforesaid, subject to any
disposition thereof that may have been made by the Secured Party; provided,
after giving effect to such reassignment, the Secured Party's security interest
granted pursuant hereto, as well as all other rights and remedies of the Secured
Party granted hereunder, shall continue to be in full force and effect; and
provided further, the rights, title and interests so reassigned shall be free
and clear of any Liens granted by or on behalf of the Secured Party.
(c) Solely for the purpose of enabling the Secured Party to exercise
rights and remedies under this Section 7 and at such time as the Secured Party
shall be lawfully entitled to exercise such rights and remedies, each Debtor
hereby grants to the Secured Party, to the extent it has the right to do so, an
irrevocable, nonexclusive license (exercisable without payment of royalty or
other
28
compensation to such Debtor), subject, in the case of Trademarks, to sufficient
rights to quality control and inspection in favor of such Debtor to avoid the
risk of invalidation of said Trademarks, to use, operate under, license, or
sublicense any Intellectual Property now owned or hereafter acquired by such
Debtor, and wherever the same may be located.
7.5 Cash Proceeds. In addition to the rights of the Secured Party
specified in Section 4.3 with respect to payments of Receivables, Cash Proceeds
shall be held by such Debtor in trust for the Secured Party, segregated from
other funds of such Debtor, and shall, forthwith upon receipt by such Debtor,
unless otherwise provided pursuant to Section 4.4, be turned over to the Secured
Party in the exact form received by such Debtor (duly indorsed by such Debtor to
the Secured Party, if required). Any Cash Proceeds received by the Secured Party
(whether from a Debtor or otherwise): (i) if no Event of Default shall have
occurred and be continuing, shall be held by the Secured Party for the ratable
benefit of the Holders, as collateral security for the Secured Obligations
(whether matured or unmatured) and (ii) if an Event of Default shall have
occurred and be continuing, may, in the sole discretion of the Secured Party,
(A) be held by the Secured Party for the ratable benefit of the Holders, as
collateral security for the Secured Obligations (whether matured or unmatured)
and/or (B) then or at any time thereafter may be applied by the Secured Party
against the Secured Obligations then due and owing.
7.6 Regulatory Matters. The Secured Party acknowledges and agrees that:
(a) In the event that, upon the occurrence and during the continuance
of an Event of Default, the Secured Party exercises any of the voting and
consensual rights afforded under this Agreement, or one or more of the remedies
set forth in Section 7 of this Agreement, including but not limited to (i) re-
registration of the Pledged Equity Interests in respect of a Gaming Subsidiary,
or (ii) foreclosure, transfer or other enforcement of security interests in the
Pledged Equity Interests, pursuant to applicable Gaming Laws, such exercise of
remedies shall require the separate and prior approval of the applicable Gaming
Authorities and/or licensing of the Secured Party (unless such licensing
requirement is waived by such Gaming Authorities upon application of the Secured
Party) pursuant to applicable Gaming Laws.
(b) The approval of the applicable Gaming Authorities of this
Agreement shall not act or be construed as the approval, either express or
implied, for the Secured Party to take any actions or steps provided for in this
Agreement for which prior approval of such gaming board is required, without
first obtaining such prior and separate approval of the Gaming Authorities to
the extent then required by applicable law.
(c) To the extent the Secured Party takes possession of the
certificates or instruments representing or evidencing the Pledged Equity
Interests of Mikohn Nevada, the Secured Party shall be required to maintain such
Pledged Equity Interests within the State of Nevada at all times at a location
designated to the Nevada Board, and shall make such certificates or instruments
representing or evidencing such Pledged Equity Interests available for
inspection by agents or employees of the Nevada Board immediately upon request
during normal business hours.
8. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the payment in full
of all Secured Obligations, be binding upon each Debtor, its
29
successors and assigns (except to the extent otherwise provided in the
Indenture), and inure, together with the rights and remedies of the Secured
Party hereunder, to the benefit of the Secured Party and its successors,
transferees and assigns. Without limiting the generality of the foregoing, but
subject to the terms of the Indenture, any Holder may assign or otherwise
transfer any Note held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
Holders herein or otherwise. Upon the payment in full of all Secured
Obligations, the security interest granted hereby shall terminate hereunder and
of record and all rights to the Collateral granted hereunder shall revert to
Debtors. Upon any such termination the Secured Party shall, at Debtors' expense,
execute and deliver to Debtors such documents as Debtors shall reasonably
request to evidence such termination.
9. STANDARD OF CARE; SECURED PARTY MAY PERFORM.
The powers conferred on the Secured Party hereunder are solely to protect
its interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, the Secured Party shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Secured Party shall be deemed
to have exercised reasonable care in the custody and preservation of Collateral
in its possession if such Collateral is accorded treatment substantially equal
to that which the Secured Party accords its own property. Neither the Secured
Party nor any of its directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon all or any part of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Debtor or otherwise.
If any Debtor fails to perform any agreement contained herein, the Secured Party
may itself perform, or cause performance of, such agreement, and the expenses of
the Secured Party incurred in connection therewith shall be payable by each
Debtor under Section 11.2 hereof.
10. INDEMNITY AND EXPENSES.
(a) Each Debtor agrees:
(i) to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless each Indemnitee, from and
against any and all claims, losses and liabilities in any
way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby
(including without limitation enforcement of this
Agreement), except to the extent such claims, losses or
liabilities result from such Indemnitee's gross negligence
or willful misconduct as finally and unappeallably
determined by a court of competent jurisdiction; and
(ii) to pay to the Secured Party promptly following written
demand the amount of any and all reasonable costs and
reasonable expenses, including the reasonable fees and
expenses of its counsel and of any experts and agents in
accordance with the terms and conditions of the Indenture.
30
(b) The obligations of each Debtor in this Section 10 shall survive
the termination of this Agreement and the discharge of such Debtor's other
obligations under this Agreement and the Indenture.
11. MISCELLANEOUS.
11.1 Notices. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given to a Debtor or
Secured Party, shall be sent to such Person's address as set forth in the
Indenture. Each notice hereunder shall be in writing and may be personally
served or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or
three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed; provided, no notice to Secured Party shall be
--------
effective until received by Secured Party.
11.2 Expenses. Debtors agree to pay promptly all the actual and
reasonable costs and expenses of preparation of the Collateral Agreements and
any consents, amendments, waivers or other modifications thereto; all the costs
of furnishing all opinions by counsel for the Debtors; the reasonable fees,
expenses and disbursements of counsel to Secured Party (in each case including
allocated costs of internal counsel) in connection with the negotiation,
preparation, execution and administration of the Collateral Agreements and any
consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Debtors; all the actual costs and reasonable
expenses of creating and perfecting Liens in favor of Secured Party, for the
benefit of Holders pursuant hereto, including filing and recording fees,
expenses and taxes, stamp or documentary taxes, search fees, title insurance
premiums and reasonable fees, expenses and disbursements of counsel to Secured
Party and of counsel providing any opinions that Secured Party may request in
respect of the Collateral or the Liens created pursuant to the Collateral
Agreements; all the actual costs and reasonable fees, expenses and disbursements
of any auditors, accountants, consultants or appraisers; all the actual costs
and reasonable expenses (including the reasonable fees, expenses and
disbursements of any appraisers, consultants, advisors and agents employed or
retained by Secured Party and its counsel) in connection with the custody or
preservation of any of the Collateral; and after the occurrence of an Event of
Default, all costs and expenses, including reasonable attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by
Secured Party in enforcing any Secured Obligations of or in collecting any
payments due from any Debtor hereunder or under the other Indenture Documents by
reason of an Event of Default (including in connection with the sale of,
collection from, or other realization upon any of the Collateral) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a "work-out" or pursuant to any insolvency
or bankruptcy cases or proceedings.
11.3 Amendments and Waivers.
(a) Secured Party's Consent. Subject to Section 11.3(b) and 11.3(c)
-----------------------
and the terms of the Indenture, no amendment, modification, termination or
waiver of any provision of this Agreement, or consent to any departure by any
Debtor therefrom, shall in any event be effective without the written
concurrence of the Secured Party.
31
(b) Other Consents. No amendment, modification, termination or waiver
--------------
of any provision of this Agreement, or consent to any departure by any Debtor
therefrom, shall amend, modify, terminate or waive any provision herein as the
same applies to Secured Party without the consent of the Secured Party except as
provided in accordance with the Indenture.
(c) Waiver. Any waiver or consent shall be effective only in the
-------
specific instance and for the specific purpose for which it was given. No
notice to or demand on any Debtor in any case shall entitle any Debtor to any
other or further notice or demand in similar or other circumstances.
11.4 Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns including all persons
who become bound as debtor to this Agreement. No Debtor shall, except as
permitted under the Indenture, assign any right, duty or obligation hereunder.
11.5 Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.
11.6 Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof. Notwithstanding anything herein or implied by
law to the contrary, the agreements of each Debtor set forth in Sections 10 and
11.2 shall survive the payment of the Obligations under the Indenture and the
termination hereof.
11.7 No Waiver; Remedies Cumulative. No failure or delay on the part of
the Secured Party in the exercise of any power, right or privilege hereunder or
under any other Indenture Document shall impair such power, right or privilege
or be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or privilege.
All rights, powers and remedies existing under this Agreement and the other
Indenture Documents are cumulative, and not exclusive of, any rights or remedies
otherwise available. Any forbearance or failure to exercise, and any delay in
exercising, any right, power or remedy hereunder shall not impair any such
right, power or remedy or be construed to be a waiver thereof, nor shall it
preclude the further exercise of any such right, power or remedy.
11.8 Marshaling; Payments Set Aside. The Secured Party shall not be under
any obligation to marshal any assets in favor of any Debtor or any other Person
or against or in payment of any or all of the Secured Obligations.
11.9 Severability. In case any provision in or obligation hereunder shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
11.10 Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.
32
11.11 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
11.12 CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY DEBTOR ARISING OUT OF OR RELATING HERETO OR ANY OTHER INDENTURE DOCUMENT, OR
ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH DEBTOR, FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS; AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY
SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE APPLICABLE DEBTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
SECTION 11.1; AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE APPLICABLE DEBTOR IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND AGREES SECURED PARTY RETAINS THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY DEBTOR IN THE
COURTS OF ANY OTHER JURISDICTION.
11.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.13 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
33
11.14 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.
11.15 Gaming Laws. (a) The Secured Party acknowledges, understands and
agrees that the Gaming Laws may impose certain licensing or transaction approval
requirements prior to the exercise of the rights and remedies granted to it
under this Agreement with respect to the Collateral subject to the Gaming Laws.
(b) If any consent under the Gaming Laws is required in connection
with the taking of any of the actions which may be taken by the Secured Party in
the exercise of its rights hereunder, then each Debtor agrees to use its best
efforts to secure such consent and to cooperate with the Secured Party in
obtaining any such consent. Upon the occurrence and during the continuation of
any Event of Default, each Debtor shall promptly execute and/or cause the
execution of all applications, certificates, instruments, and other documents
and papers that the Secured Party may be required to file in order to obtain any
necessary approvals under the Gaming Laws, and if such Debtor fails or refuses
to execute such documents, the Secured Party or the clerk of the court with
jurisdiction may execute such documents on behalf of such Debtor.
(c) Notwithstanding any other provision of this Agreement to the
contrary other than as set forth in Section 7.6, nothing in this Agreement shall
(i) effect any transfer of any ownership interest in a Debtor or (ii) effect any
transfer, sale, purchase, lease or hypothecation of, or any borrowing or loaning
of money against, or any establishment of any voting trust agreement or other
similar agreement with respect to any certificate of suitability or any owner's
license heretofore or hereafter issued to any person, including any Debtor,
under any of the Gaming Laws.
11.16 Effectiveness. Agreement shall become effective upon the execution
of a counterpart hereof by each of the parties hereto and receipt by the Secured
Party of written or telephonic notification of such execution and authorization
of delivery thereof.
11.17 Entire Agreement. This Agreement and the other Indenture Documents
embody the entire agreement and understanding between the Debtors and the
Secured Party and supersede all prior agreements and understandings between such
parties relating to the subject matter hereof and thereof. Accordingly, the
Indenture Documents may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.
11.18 Indenture Controls. All terms, covenants, conditions, provisions
and requirements of the Indenture are incorporated by reference in this
Agreement. In the event of any conflict or inconsistency between the provisions
of this Agreement and those of the Indenture, including, without limitation, any
conflicts or inconsistencies in any definitions herein or therein, the
provisions or definitions of the Indenture shall govern.
11.19 Trust Indenture Act Controls. If any provision of this Agreement
limits, qualifies or conflicts with the duties imposed by the Trust Indenture
Act of 1939 as in effect on the date of this Agreement, the imposed duties shall
control.
34
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.
MIKOHN GAMING CORPORATION
By:
----------------------------------------
Name:
Title:
CASINO EXCITEMENT, INC.
By:
----------------------------------------
Name:
Title:
GAMES OF NEVADA, INC.
By:
----------------------------------------
Name:
Title:
MGC, INC.
By:
----------------------------------------
Name:
Title:
MIKOHN INTERNATIONAL, INC.
By:
----------------------------------------
Name:
Title:
MIKOHN NEVADA
By:
----------------------------------------
Name:
Title:
PROGRESSIVE GAMES, INC.
By:
----------------------------------------
Name:
Title:
FIRSTAR BANK, N.A.,
as the Secured Party
By:
----------------------------------------
Name:
Title:
SCHEDULE 4.1
TO PLEDGE AND SECURITY AGREEMENT
(A) Full Legal Name, Jurisdiction of Organization and Chief Executive Officer
of each Debtor:
Type of Jurisdiction of Chief Executive
Full Legal Name Organization Organization Officer
--------------- ------------ ------------ -------
Mikohn Gaming Corporation C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Casino Excitement, Inc. C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Games of Nevada, Inc. C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
MGC, Inc. C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Mikohn International, Inc. C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Mikohn Nevada C Corporation Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Progressive Games, Inc. C Corporation Delaware ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(B) Other Names (including any Trade-Name or Fictitious Business Name) under
which each Debtor has conducted Business for the past Five (5) Years:
Full Legal Name Trade Name or Fictitious Business Name
--------------- --------------------------------------
Mikohn Gaming Corporation Mikohn Corporation
Casino Excitement, Inc. Mikohn Lighting and Sign
(C) Financing Statements:
Name of Debtor Filing Jurisdiction(s)
-------------- ----------------------
Mikohn Gaming Corporation Nevada
Casino Excitement, Inc. Nevada
Games of Nevada, Inc. Nevada
MGC, Inc. Nevada
Mikohn International, Inc. Nevada
Mikohn Nevada Nevada
Progressive Games, Inc. Delaware
SCHEDULE 4.2
TO PLEDGE AND SECURITY AGREEMENT
LOCATION OF EQUIPMENT AND INVENTORY
Name of Debtor Location of Equipment and Inventory
--------------------------- -----------------------------------
Mikohn Gaming Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇
R ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇. ▇-▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Name of Debtor Location of Equipment and Inventory
--------------------------- -----------------------------------
R ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mikohn Nevada ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Casino Excitement, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MGC, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
R Personal residence
SCHEDULE 4.4
TO PLEDGE AND SECURITY AGREEMENT
INVESTMENT RELATED PROPERTY
Pledged Stock:
Stock No. of % of
Class Certificated Certificate Par Shares Outstanding
Debtor Stock Issuer of (Y/N) No. Value of Pledged Stock of the
Stock Stock Stock Issuer
-------------------------------------------------------------------------------------------------------------------
Mikohn
Gaming Mikohn Nevada Common Y 1 $0.001 100 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn
Gaming MGC, Inc. Common Y 1 $0.001 100 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Casino Excitement,
Gaming Inc. Common Y 3 $ 0.01 1 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Casino Excitement,
Gaming Inc. Common Y 4 $ 0.01 266,999 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Mikohn Europe
Gaming B.V. Common N * * * 66%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Mikohn Gaming
Gaming Australasia Pty. Common N * * * 50%
Corporation Ltd.
-------------------------------------------------------------------------------------------------------------------
Mikohn Mikohn South
Gaming America, S.A. Common Y 008 S/1.00 1,162,525 49.85%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Games of Nevada,
Gaming Inc. Common N 0 * * 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Mikohn
Gaming International, Inc. Common Y 3 $ 0.01 1000 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Mikohn Progressive Games
Gaming Inc. Common Y 11 $ 0.01 2700 100%
Corporation
-------------------------------------------------------------------------------------------------------------------
Pledged Partnership Interests: None
Pledged LLC Interests: None
Pledged Trust Interests: None
Pledged Debt: None
Securities Account: None
Commodities Accounts: None
SCHEDULE 4.5
TO PLEDGE AND SECURITY AGREEMENT
INTELLECTUAL PROPERTY
A. Copyrights:
TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ N/A PROGRESSIVE GAMES, INC. REGISTERED;
DESIGN SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARD DESIGNS FOR CARIBBEAN U.S. VAU 352407 N/A PROGRESSIVE GAMES, INC. REGISTERED;
STUD VIDEO POKER SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD; SILK SCREEN ▇.▇. ▇▇ ▇▇▇▇▇▇ 1988 PROGRESSIVE GAMES, INC. REGISTERED; SECURITY INTEREST HELD
PRINT BY FIRST SOURCE FINANCIAL LLP,
RECORDED ON OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER; ▇.▇. ▇▇ ▇▇▇▇▇▇ 1989 PROGRESSIVE GAMES, INC. REGISTERED;
AUDIOVISUAL WORK SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
A NEW DAY IN GAMING; TEXT & U.S. TX 2881220 1990 PROGRESSIVE GAMES, INC. REGISTERED;
PHOTOS SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TXU 610090 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM STUD.AJM; COMPUTER SECURITY INTEREST HELD BY FIRST
PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3682717 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM REV. 1.1; COMPUTER SECURITY INTEREST HELD BY FIRST
PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3738973 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM REV. 1.2; COMPUTER SECURITY INTEREST HELD BY FIRST
PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3728541 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM REV. 2.0; COMPUTER SECURITY INTEREST HELD BY FIRST
PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3700767 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.086 SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3685051 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.087; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3685677 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.088; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3685048 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.089; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3739990 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.090; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3685626 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.091; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3700766 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.093; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3693445 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR1 REV. 1.094; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TXU 634511 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.096; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3682736 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.097; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3682734 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1 REV. 1.098; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3682735 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1B REV. 1.001; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER GAME U.S. TX 3685052 1993 PROGRESSIVE GAMES, INC. REGISTERED;
PROGRAM SAR 1BREV. 1.002; SECURITY INTEREST HELD BY FIRST
COMPUTER PROGRAM SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
GAME MGR.C VERSION 3.03; U.S. TX 3777812 1994 PROGRESSIVE GAMES, INC. REGISTERED;
COMPUTER PROGRAM SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
SUPER 7 1/2 DESIGN ▇▇. ▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ N/A PROGRESSIVE GAMES, INC. REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ U.S. VA 885898 N/A PROGRESSIVE GAMES, INC. REGISTERED; SECURITY INTEREST HELD
DESIGN NO. 2 BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER DESIGN ▇.▇. ▇▇ ▇▇▇▇▇▇ N/A PROGRESSIVE GAMES, INC. REGISTERED; SECURITY INTEREST HELD
NO. 2 BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
ARUBA RUM 32 DESIGN ▇▇. ▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER DESIGN U.S. VA 885894 N/A PROGRESSIVE GAMES, INC. REGISTERED
NO. 2
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER DESIGN U.S. VAU 408083 N/A PROGRESSIVE GAMES, INC. REGISTERED
1
------------------------------------------------------------------------------------------------------------------------------------
ARUBA RUM 32 DESIGN 1 U.S. VAU 408084 N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER DESIGN U.S. VAU 408085 N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
PAIGOW POKER DESIGN U.S. VAU 408086 N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
SUPER 7 1/2 DESIGN 1 U.S. VAU 408087 N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD SLIMLINE U.S. VAU 421502 N/A PROGRESSIVE GAMES, INC. REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER U.S. TXU 838697 02/02/98 PROGRESSIVE GAMES, INC. REGISTERED
PROCEDURES MANUAL
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD PROCEDURES U.S. TXU 838696 02/02/98 PROGRESSIVE GAMES, INC. REGISTERED
MANUAL
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE GAMES, INC. ▇.▇. ▇▇ ▇▇▇▇▇▇ 12/17/97 PROGRESSIVE GAMES, INC. REGISTERED
(LOGO)
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE SUPER ▇ ▇/▇ ▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ 12/24/97 PROGRESSIVE GAMES, INC. REGISTERED
NEW CASINO TABLE GAME
THAT'S FUN, FAST, EXCITING
AND SIMPLE TO PLAY
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PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ U.S. VAU 408088 07/22/97 PROGRESSIVE GAMES, INC. REGISTERED
DESIGN: NO 1
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PAIGOW POKER DESIGN: ▇▇. ▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ 07/22/97 PROGRESSIVE GAMES, INC. REGISTERED
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DESIGN ▇▇. ▇▇▇▇▇▇-▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 08/07/97 MIKOHN GAMING CORPORATION REGISTERED
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DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED
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DESIGN NO. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
DESIGN NO. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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DESIGN NO. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER ▇.▇. ▇▇ ▇▇▇▇▇▇ 01/27/97 PROGRESSIVE GAMES, INC. REGISTERED;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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TREASURE CHEST POKER: ▇.▇. ▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
DESIGN NO. L61626 BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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TREASURE CHEST POKER: ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
DESIGN NO. L61402 BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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BUFFALO SALOON U.S. VAU 391962 03/03/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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SMOKE SPOT ▇.▇. ▇▇ ▇▇▇▇▇▇ 10/08/96 PROGRESSIVE GAMES, INC. REGISTERED;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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DESIGN ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇.▇. ▇▇▇ 356095 01/24/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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DESIGN ▇▇. ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 01/24/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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DESIGN ▇▇. ▇-▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 01/24/97 MIKOHN GAMING CORPORATION REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
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CARD DESIGNS FOR CARIBBEAN ▇.▇. ▇▇ ▇▇▇▇▇▇ 11/20/95 PROGRESSIVE GAMES, INC. REGISTERED
STUD VIDEO POKER
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CARIBBEAN STUD POKER PROGRAM U.S. TX 3685667 N/A PROGRESSIVE GAMES, INC. REGISTERED;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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BET, BLUFF, OR FOLD. BY U.S. TX 1160172 N/A MIKOHN GAMING CORPORATION REGISTERED
GAMES OF NEVADA
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Z SYSTEM ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇ ▇▇▇▇▇ 10/27/81 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ D/B/A GAMES REGISTERED; SECURITY INTEREST HELD
: DRAWING NO. OF NEVADA BY FIRST SOURCE FINANCIAL LLP, NOT
Z-0060/DRAWING K.F.; RECORDED.
DESIGNER, K.F.
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SINGLE CARD 9 BALL HOLD THE U.S. TXU 203866 06/24/85 GAMES OF NEVADA REGISTERED; SECURITY INTEREST HELD
LINE VIDEO SUPER BINGO: BY FIRST SOURCE FINANCIAL LLP, NOT
VIDEO BINGO, "CRT BINGO". RECORDED.
9 BALL SINGLE CARD WITH
HOLD & DRAW FEATURE
------------------------------------------------------------------------------------------------------------------------------------
HOLD AND DRAW BINGO U.S. TX 2022668 03/02/87 GAMES OF NEVADA REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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MINI KENO: PREV. OR U.S. TX 1806365 04/21/86 GAMES OF NEVADA REGISTERED; SECURITY INTEREST HELD
ALTERNATIVE TI., CRT KENO, BY FIRST SOURCE FINANCIAL LLP, NOT
10 BALL-40 NUMBERS VIDEO RECORDED.
KENO
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VIDEO POKERS: HI-LO, HOLD U.S. TX 1570830 04/29/85 GAMES OF NEVADA REGISTERED; SECURITY INTEREST HELD
AND DRAW POKER BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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BET, BLUFF OR FOLD U.S. TX 1160172 05/31/83 GAMES OF NEVADA REGISTERED; SECURITY INTEREST HELD
BY FIRST SOURCE FINANCIAL LLP, NOT
RECORDED.
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KENO GAME U.S. TX1045400 12/20/82 GAMES OF NEVADA REGISTERED
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GAME MANAGEMENT SYSTEMS U.S. TX 4155230 11/20/95 PROGRESSIVE GAMES, INC. REGISTERED;
SOFTWARE: OPERATIONS MANUAL SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
ROULOTTO BROCHURE U.S. VA ▇▇▇ ▇▇▇ ▇▇▇▇ PROGRESSIVE GAMES, INC. REGISTERED;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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CARIBBEAN DRAW POKER FLYER U.S. N/A 12/24/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ FLYER U.S. N/A 12/24/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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CARIBBEAN STUD POKER FLYER U.S. N/A 12/23/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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PROGRESSIVE SUPER 7 1/2 U.S. N/A 12/24/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
FLYER SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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ARUBA RUME 32 DESIGN I U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER DESIGN U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
I SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER DESIGN U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
I SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PAIGOW POKER DESIGN I U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
DESIGN I SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
SUPER 7 1/2 DESIGN I U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER U.S. N/A 02/02/98 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SLIMLINE SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
ARUBA RUME 32 DESIGN 2 U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER DESIGN U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
2 SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER DESIGN U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
2 SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PAIGOW POKER DESIGN 2 U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
DESIGN SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
SUPER 7 1/2 DESIGN 2 U.S. N/A 07/22/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD PROCEDURES U.S. N/A 02/02/98 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
MANUAL SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER U.S. N/A 02/02/98 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
PROCEDURES MANUAL SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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TITLE OF WORK COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE GAME GLOBE U.S. N/A 12/17/97 PROGRESSIVE GAMES, INC. STATUS UNKNOWN;
SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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BROCHURE FOR CARIBBEAN STUD ▇.▇. ▇▇ ▇▇▇▇▇▇ 11/20/95 PROGRESSIVE GAMES, INC. REGISTERED;
POKER GAME AND 21 SECURITY INTEREST HELD BY FIRST
SUPERBUCKS GAME SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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BROCHURE FOR CARIBBEAN STUD ▇.▇. ▇▇ ▇▇▇▇▇▇ 12/12/95 PROGRESSIVE GAMES, INC. REGISTERED;
POKER GAME AND 21 SECURITY INTEREST HELD BY FIRST
SUPERBUCKS GAME SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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CACTUS LOGO FOR ▇▇ ▇.▇. ▇▇ ▇▇▇▇▇▇ 12/12/95 PROGRESSIVE GAMES, INC. REGISTERED;
SUPERBUCKS GAME (LOGO) SECURITY INTEREST HELD BY FIRST
SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 5, 1998.
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B. Copyright Licenses:
AGREEMENT DATE MIKOHN
--------------------
▇▇▇ ▇▇▇▇▇ COMPANY 09/12/00 LICENSOR
----------------------------------------------------
COAST GAMING SUPPLY, INC. 11/05/01 LICENSOR
----------------------------------------------------
CREATION ROBCO INC. 11/10/00 LICENSOR
----------------------------------------------------
GRAPH TO GRAPHICS 09/12/00 LICENSOR
----------------------------------------------------
HASBRO, INC.--YAHTZEE 08/18/98 LICENSEE
----------------------------------------------------
HASBRO, INC.--BATTLESHIP 08/18/98 LICENSEE
----------------------------------------------------
HASBRO, INC.--MONOPOLY 08/18/98 LICENSEE
----------------------------------------------------
HASBRO, INC.--CLUE 06/26/00 LICENSEE
----------------------------------------------------
HASBRO, INC.--TRIVIAL PURSUIT 06/26/00 LICENSEE
----------------------------------------------------
HAVAS INTERACTIVE INCORPORATED 12/01/99 LICENSOR
----------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY 12/01/99 LICENSEE
----------------------------------------------------
IMAGE TRANSFORM LTD. 03/20/01 LICENSOR
----------------------------------------------------
MIDWEST GAME SUPPLY COMPANY 09/12/00 LICENSOR
----------------------------------------------------
PINNACLE FURNISHINGS 04/15/01 LICENSOR
----------------------------------------------------
SIGNATURES NETWORK--▇▇▇▇▇▇'▇ 01/01/00 LICENSEE
----------------------------------------------------
TCS 11/11/01 LICENSOR
----------------------------------------------------
XPERTX, INC. 11/29/93 LICENSEE
----------------------------------------------------
C. Patents:
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
JACKPOT PAI GOW POKER US 5584486 12/17/96 PROGRESSIVE GAMES, INC. ISSUED
(08/580283) (12/27/95)
------------------------------------------------------------------------------------------------------------------------------------
PACHINKO ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 04/24/01 MIKOHN GAMING CORPORATION ISSUED
BONUSING GAME (09/353550) (07/14/99)
------------------------------------------------------------------------------------------------------------------------------------
CONTROLLER-BASED LINKED US 6217448 04/17/01 MIKOHN GAMING CORPORATION ISSUED
GAMING MACHINE BONUS (09/399459) (09/17/99)
SYSTEM
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE JACKPOT GAME US 6210275 04/03/01 MIKOHN GAMING CORPORATION ISSUED
WITH GUARANTEED WINNER (09/318891) (05/26/99)
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PLAYING POKER US 6206374 03/27/01 PROGRESSIVE GAMES, INC. ISSUED
GAMES (09/376930) (08/16/99)
------------------------------------------------------------------------------------------------------------------------------------
LIKE KIND CARD GAME US 6193235 02/27/01 MIKOHN GAMING CORPORATION ISSUED
(09/311652) (05/13/99)
------------------------------------------------------------------------------------------------------------------------------------
INTELLIGENT CASINO CHIP US 6186895 02/13/01 MIKOHN GAMING CORPORATION ISSUED
SYSTEM AND METHOD OR USE (09/167847) (10/07/98)
THEREOF
------------------------------------------------------------------------------------------------------------------------------------
LIKE KIND MONEY BOARD US 6186505 02/13/01 MIKOHN GAMING CORPORATION ISSUED
TABLE GAME (09/311648) (05/13/99)
------------------------------------------------------------------------------------------------------------------------------------
POKER DICE CASINO GAME US 6173955 01/16/01 MIKOHN GAMING CORPORATION ISSUED
METHOD OF PLAY (09/218506) (12/22/98)
------------------------------------------------------------------------------------------------------------------------------------
PACHINKO ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 10/31/00 MIKOHN GAMING CORPORATION ISSUED
BONUSING GAME (09/442831) (11/17/99)
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 6070878 06/06/00 PROGRESSIVE GAMES, INC. ISSUED
JACKPOT GAMING (09/301676) (04/28/99)
------------------------------------------------------------------------------------------------------------------------------------
GAMING MACHINES WITH US 6059289 05/09/00 MIKOHN GAMING CORPORATION ISSUED
BONUSING (09/346210) (07/01/99)
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 6045130 04/04/00 PROGRESSIVE GAMES, INC. ISSUED
JACKPOT GAMING (09/266613) (03/09/99)
------------------------------------------------------------------------------------------------------------------------------------
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
GAMING MACHINES WITH US 6033307 03/07/00 MIKOHN GAMING CORPORATION ISSUED
BONUSING (09/260634) (03/02/99)
------------------------------------------------------------------------------------------------------------------------------------
CARD GAME HAND COUNTER/ US 5803808 09/08/98 MIKOHN GAMING CORPORATION ISSUED
DECISION COUNTER DEVICE (08/516651) (08/18/95)
------------------------------------------------------------------------------------------------------------------------------------
GAME TABLE PLAYER COMP US 6267671 07/31/01 MIKOHN GAMING CORPORATION ISSUED
RATING SYSTEM AND METHOD (09/249453) (02/12/99)
THEREFOR
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 4861041 08/29/89 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (07/214934) (07/05/88) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
POKER GAME US 4836553 06/06/89 PROGRESSIVE GAMES, INC. ISSUED;
(07/182374) (04/18/88) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
SLOT MACHINE US D278069 03/19/85 MIKOHN GAMING CORPORATION ISSUED;
(06/429556) (09/30/82) Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
COIN PROJECTING AND TARGET US 4496160 01/29/85 MIKOHN GAMING CORPORATION ISSUED;
AND GAME APPARATUS (06/449742) (12/14/82) Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
JACKPOT SYSTEM FOR LIVE US 5911626 06/15/99 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ISSUED;
CARD GAMES BASED UPON (08/933636) (09/19/97) Break in chain from inventor to Mikohn
GAME PLAY WAGERING AND Gaming Corp.
METHOD THEREFORE Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 5794964 08/18/98 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/695275) (08/09/96) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PLAYING A US 5743798 04/28/98 PROGRESSIVE GAMES, INC. ISSUED;
ROULETTE GAME INCLUDING A (08/724535) (09/30/96) Security Interest granted by
PROGRESSIVE JACKPOT Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PLAYING POKER US 5725216 03/10/98 PROGRESSIVE GAMES, INC. ISSUED;
GAMES (08/542817) (10/13/95) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
LARGE INCANDESCENT LIVE US 5712650 01/27/98 MIKOHN GAMING CORPORATION ISSUED;
IMAGE DISPLAY SYSTEM (08/516882) (08/18/95) Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97 and
10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
JACKPOT SYSTEM FOR LIVE US 5707287 01/13/98 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ISSUED;
CARD GAMES BASED UPON (08/602074) (02/15/96) Break in chain from inventor to Mikohn
GAME PLAY WAGERING AND Gaming Corp.
METHOD THEREFORE Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97 and
10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
HOOD FOR COLLECTING SMOKE US D388531 12/30/97 PROGRESSIVE GAMES, INC. ISSUED;
FROM ASHTRAYS (D50407) (02/16/96) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
GAMING TABLE COVERING US D387391 12/09/97 PROGRESSIVE GAMES, INC. ISSUED;
(D57055) (07/15/96) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
DIGITAL IMAGE CAPTURE US 5642160 06/24/97 MIKOHN GAMING CORPORATION ISSUED;
SYSTEM FOR PHOTO (08/250664) (05/27/94) Security Interest granted by Mikohn
IDENTIFICATION CARDS Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 5626341 05/06/97 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/337661) (11/09/94) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
SECURE MULTI-SITE US 5605334 02/25/97 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ISSUED;
PROGRESSIVE JACKPOT (08/420303) (04/11/95) Break in chain from inventor to Mikohn
SYSTEM FOR LIVE CARD GAMES Gaming Corp.
Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
AUTOMATED GAMING TABLE US 5586936 12/24/96 MIKOHN GAMING CORPORATION ISSUED;
TRACKING SYSTEM AND (08/310718) (09/22/94) Security Interest granted by Mikohn
METHOD THEREFOR Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 5584485 12/17/96 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/328498) (10/25/94) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHOD OF PROGRESSIVE US 5577731 11/26/96 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT TWENTY-ONE (08/506222) (07/24/95) Security Interest granted by
WHEREIN THE PREDETERMINED Progressive Games, Inc. to First
WINNING ARRANGEMENT OF Source Financial LLP recorded on
CARDS INCLUDE TWO ACES, 11/02/98.
THREE ACES AND FOUR ACES
------------------------------------------------------------------------------------------------------------------------------------
TIME AND ATTENDANCE SYSTEM US 5550359 08/27/96 MIKOHN GAMING CORPORATION ISSUED;
AND METHOD THEREFOR (08/306302) (09/14/94) Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
ASHTRAY US D373217 08/27/96 PROGRESSIVE GAMES, INC. ISSUED;
(D21568) (04/20/94) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 5544893 08/13/96 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/486700) (06/07/95) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
SMOKELESS ASHTRAY SYSTEM US 5542438 08/06/96 PROGRESSIVE GAMES, INC. ISSUED;
(08/230645) (04/21/94) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE SYSTEM FOR A US 5536016 07/16/96 MIKOHN GAMING CORPORATION ISSUED;
MATCH NUMBER GAME AND (08/311959) (09/26/94) Security Interest granted by Mikohn
METHOD THEREFOR Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHOD OF PLAYING A BINGO US 5482289 01/09/96 CMS GROUP, INC. ISSUED;
GAME WITH PROGRESSIVE (08/182850) (01/18/94) Break in Chain of Title from CMS
JACKPOT Group, Inc. to Mikohn Gaming
Corporation
Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
METHOD FOR PLAYING A CARD US 5380012 01/10/95 PROGRESSIVE GAMES, INC. ISSUED;
GAME (08/140688) (10/21/93) Break in Chain of Title from inventors
to D&D Gaming Patents, Inc.
Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
GAMING TABLE APPARATUS US 5377994 01/03/95 PROGRESSIVE GAMES, INC. ISSUED;
(07/814712) (12/30/91) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
METHODS AND ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 01/03/95 PROGRESSIVE GAMES, INC. ISSUED;
PLAYING CASINO CARD GAMES (08/195482) (02/14/94) Security Interest granted by
INCLUDING A PROGRESSIVE Progressive Games, Inc. to First
JACKPOT Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHOD FOR PLAYING A CARD US 5374067 12/20/94 PROGRESSIVE GAMES, INC. ISSUED;
GAME (08/074301) (06/09/93) Break in Chain of Title from inventors
to D&D Gaming Patents, Inc.
Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
CARD DISPENSING SHOE US 5374061 12/20/94 MIKOHN GAMING CORPORATION ISSUED;
HAVING A COUNTING DEVICE (07/996631) (12/24/92) Security Interest granted by Mikohn
AND METHOD OF USING THE Gaming Corporation to First Source
SAME Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHOD OF PROGRESSIVE US 5364105 11/15/94 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT TWENTY-ONE (08/078602) (06/16/93) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 5364104 11/15/94 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/040925) (03/31/93) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE JACKPOT GAMING US 5344144 09/06/94 MIKOHN GAMING CORPORATION ISSUED;
SYSTEM WITH ENHANCED (07/589428) (09/27/90) Security Interest granted by Mikohn
ACCUMULATOR Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
PATENT NO. ISSUE DATE
TITLE OF WORK COUNTRY (APP. NO) (FILING DATE) RECORD OWNER COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
GAMING MACHINE WITH SKILL US 5342049 08/30/94 MIKOHN GAMING CORPORATION ISSUED;
FEATURE (08/025985) (03/03/93) Break in Chain of Title from
additional inventors to Mikohn Gaming
Corporation
Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHOD OF PROGRESSIVE US 5288077 02/22/94 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT TWENTY-ONE (07/800631) (11/27/91) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
GAMING SYSTEM WITH US 5280909 01/25/94 MIKOHN GAMING CORPORATION ISSUED;
PROGRESSIVE JACKPOT (07/831945) (02/06/92) Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
SLOT MACHINE US D332976 02/02/93 MIKOHN GAMING CORPORATION ISSUED;
(07/497644) (03/23/90) Break in Chain of Title with other
inventors to Mikohn Gaming Corporation;
Security Interest granted by
Progressive Games, Inc. (not Mikohn)
to First Source Financial LLP recorded
on 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE JACKPOT GAMING US 5116055 05/26/92 MIKOHN GAMING CORPORATION ISSUED;
SYSTEM LINKING GAMING (07/725001) (07/02/91) Security Interest granted by Mikohn
MACHINES WITH DIFFERENT Gaming Corporation to First Source
HIT FREQUENCIES AND Financial LLP recorded on 12/17/97.
DENOMINATIONS
------------------------------------------------------------------------------------------------------------------------------------
GAMING TABLE APPARATUS US 5112060 05/12/92 PROGRESSIVE GAMES, INC. ISSUED;
(07/701670) (05/16/91) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS AND METHOD FOR US 5103081 04/07/92 MIKOHN GAMING CORPORATION ISSUED;
READING DATA ENCODED ON (07/527623) (05/23/90) Security Interest granted by Mikohn
CIRCULAR OBJECTS SUCH AS Gaming Corporation to First Source
GAMING CHIPS Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
GAMING APPARATUS US 5096196 03/17/92 MIKOHN GAMING CORPORATION ISSUED;
(07/500878) (03/29/90) Break in Chain of Title with other
inventors to Mikohn Gaming Corporation;
Security Interest granted by Mikohn
Gaming Corporation to First Source
Financial LLP recorded on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY PATENT NO. ISSUE RECORD OWNER COMMENTS
(APP. NO.) DATE
(FILING DATE)
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 5078405 01/07/92 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (07/361276) (06/05/89) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
ELECTRONIC POKER GAME US 5022653 06/11/91 PROGRESSIVE GAMES, INC. ISSUED;
(07/218152) (07/13/88) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
GAME TABLE COVERING US D311474 10/23/90 PROGRESSIVE GAMES, INC. ISSUED;
(07/176384) (03/31/88) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
ELECTRONIC POKER GAME US 4948134 08/14/90 PROGRESSIVE GAMES, INC. ISSUED;
(07/443884) (11/27/89) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
10/06/98.
------------------------------------------------------------------------------------------------------------------------------------
CONFIGURABLE LED MATRIX US 5969704 10/19/99 MIKOHN GAMING CORPORATION ISSUED;
DISPLAY (08/893124) (07/15/97) Security Interest granted by owner to
First Source Financial LLP on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
INCANDESCENT VISUAL US 5947592 09/07/99 MIKOHN GAMING CORPORATION ISSUED;
DISPLAY SYSTEM (08/666752) (06/19/96) Security Interest granted by owner to
First Source Financial LLP on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
VISUAL DISPLAY LIGHTING US 5882105 03/16/99 MIKOHN GAMING CORPORATION ISSUED;
SYSTEM HAVING FRONT AND (08/699151) (08/16/96) Security Interest granted by owner to
REAR ACCESS First Source Financial LLP on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
GAMING MACHINE US D272920 03/06/84 MIKOHN GAMING CORPORATION ISSUED;
(06/208048) (11/18/80) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
METHOD FOR PLAYING A POKER US 5382025 01/17/95 PROGRESSIVE GAMES, INC. ISSUED;
GAME (08/088785) (07/08/93) Security Interest granted by
Progressive Games, Inc. to First
Source Financial LLP recorded on
11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY PATENT NO. ISSUE RECORD OWNER COMMENTS
(APP. NO.) DATE
(FILING DATE)
------------------------------------------------------------------------------------------------------------------------------------
INCANDESCENT VISUAL US (08/665888) (06/19/96) UNABLE TO CONFIRM STATUS UNKNOWN;
DISPLAY SYSTEM Security Interest granted by owner to
First Source Financial LLP on 12/17/97.
------------------------------------------------------------------------------------------------------------------------------------
SYSTEM FOR REMOVING SMOKE US (08/379361) (01/27/95) UNABLE TO CONFIRM STATUS UNKNOWN;
FROM ASHTRAYS Security Interest granted by owner to
First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
COIN ACCEPTOR INCLUDING US 5836818 11/17/98 UNABLE TO CONFIRM STATUS UNKNOWN;
MULTI-STATE VISUAL (08/408267) (03/20/95) Security Interest granted by owner to
INDICATOR APPARATUS AND First Source Financial LLP ON 11/02/98.
METHOD
------------------------------------------------------------------------------------------------------------------------------------
SYSTEM FOR EXHAUSTING US (08/512173) (08/07/95) UNABLE TO CONFIRM STATUS UNKNOWN;
SMOKE PRODUCED BY SMOKING Security Interest granted by owner to
ARTICLES SUCH AS First Source Financial LLP ON 11/02/98.
CIGARETTES AND CIGARS
------------------------------------------------------------------------------------------------------------------------------------
VACUUM FILTRATION SYSTEM US 5994024 08/31/99 PROGRESSIVE GAMES, INC. ISSUED;
ESPECIALLY ADAPTED FOR (08/612570) (03/08/96) Security Interest granted by owner to
REMOVING SMOKE IN THE First Source Financial LLP ON 11/02/98.
VICINITY OF ASHTRAYS
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PLAYING A US 5743798 04/28/98 PROGRESSIVE GAMES, INC. ISSUED;
ROULETTE GAME INCLUDING A (08/724535) (09/30/96) Security Interest granted by owner to
PROGRESSIVE JACKPOT First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 5795225 08/18/98 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/811364) (03/06/97) Security Interest granted by owner to
First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PLAYING POKER US 5964464 10/12/99 PROGRESSIVE GAMES, INC. ISSUED;
GAMES (08/910863) (08/13/97) Security Interest granted by owner to
First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
APPARATUS FOR PROGRESSIVE US 6073930 06/13/00 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/967849) (11/12/97) Security Interest granted by owner to
First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHODS OF PROGRESSIVE US 5913726 06/22/99 PROGRESSIVE GAMES, INC. ISSUED;
JACKPOT GAMING (08/967850) (11/12/97) Security Interest granted by owner to
First Source Financial LLP ON 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
METHODS FOR PROVIDING A US (08/975148) (11/20/97) UNABLE TO CONFIRM STATUS UNKNOWN;
JACKPOT COMPONENT IN A Security Interest granted by owner to
CASINO GAME IN WHICH AN First Source Financial LLP ON 11/02/98.
INITIAL SET AND
ADDITIONAL CARDS ARE DEALT
------------------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK COUNTRY PATENT NO. ISSUE DATE RECORD OWNER COMMENTS
(APP. NO.) (FILING
DATE)
------------------------------------------------------------------------------------------------------------------------------------
COMBINED COASTER AND HOOD US D403805 01/05/99 PROGRESSIVE GAMES, INC. ISSUED;
FOR REMOVING SMOKE FROM (29/050408) (02/16/96) Security Interest granted by owner to
ASHTRAYS First Source Financial LLP on 11/02/98.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 08/29/00 MIKOHN GAMING CORPORATION ISSUED;
PROGRESSIVE JACKPOT (08/957076) (10/24/97) Security Interest granted by owner to
LINKED GAMING SYSTEM First Source Financial LLP on 10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
CASHLESS PERIPHERAL DEVICE US (09/096095) (06/11/98) UNABLE TO CONFIRM STATUS UNKNOWN;
FOR A GAMING SYSTEM Security Interest granted by owner to
First Source Financial LLP on 10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
CASHLESS METHOD FOR A US (09/095915) (06/11/98) UNABLE TO CONFIRM STATUS UNKNOWN;
GAMING SYSTEM Security Interest granted by owner to
First Source Financial LLP on 10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE JACKPOT GAMING US 6146273 11/14/00 MIKOHN GAMING CORPORATION ISSUED;
SYSTEM WITH SECRET BONUS (09/052047) (03/30/98) Security Interest granted by owner to
POOL First Source Financial LLP on 10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
PACHINKO ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 04/11/00 MIKOHN GAMING CORPORATION ISSUED;
BONUSING GAME (09/098804) (06/17/98) Security Interest granted by owner to
First Source Financial LLP on 10/09/98.
------------------------------------------------------------------------------------------------------------------------------------
METHOD FOR PROGRESSIVE US 6,234,895 05/22/01 PROGRESSIVE GAMES, INC. ISSUED
JACKPOT GAMING (05/22/01)
------------------------------------------------------------------------------------------------------------------------------------
SECURE MULTI-STIE US 6,254,484 07/03/01 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ISSUED
PROGRESSIVE JACKPOT (04/18/00)
SYSTEM FOR LIVE CARD GAMES
------------------------------------------------------------------------------------------------------------------------------------
D. Patent Licenses:
AGREEMENT
DATE MIKOHN
--------------------
BAD BEAT GAMING, LLC 05/19/99 LICENSEE
----------------------------------------------------
CASINO SYSTEMS WORLDWIDE, LTD. 05/18/01 LICENSOR
----------------------------------------------------
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 06/30/00 LICENSOR
----------------------------------------------------
ENCORE SOFTWARE, INC. 10/01/00 LICENSOR
----------------------------------------------------
GAMING COMPUTER SYSTEMS 11/16/99 LICENSOR
----------------------------------------------------
AGREEMENT DATE MIKOHN
----------------------------------------------------
MASQUE PUBLISHING 02/24/94 LICENSOR
----------------------------------------------------
RADIANT IMAGING, INC. 03/29/00 LICENSEE
----------------------------------------------------
SAFEGAMES, LTD 02/16/95 LICENSEE
----------------------------------------------------
E. Trademarks:
▇▇▇▇ COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
(STATE) (APP. NO) (FILING
DATE)
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ 05/09/95 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/482594) (01/25/94) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ 11/15/94 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/232176) (12/18/91) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
A K Q J 10 ANTE BET U.S. 1548674 07/18/89 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
CARIBBEAN STUD (73/760909) (10/31/88) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
ENTERPRISES AND DESIGN OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
A NEW DAY IN GAMING U.S. 1636405 02/26/91 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/060626) (05/21/90) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
ADVENTURES IN TRIVIA U.S. (76/266622) (06/04/01) MIKOHN GAMING PENDING
CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
ARUBA RUM 32 AND DESIGN U.S. 2189458 09/15/98 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(75/359708) (09/19/97) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
ARUBA RUM 32 U.S. 1941595 12/12/95 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/476740) (01/05/94) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA CLASSIC KENO U.S. (76/142653) (10/06/00) MIKOHN GAMING PENDING
CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA MILLIONS U.S. (76/020315) (04/06/00) MIKOHN GAMING PENDING
CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD POKER AND U.S. 2227623 03/02/99 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
DESIGN (75/359926) (09/19/97) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW POKER AND U.S. 2218521 01/19/99 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
DESIGN (75/359862) (09/19/97) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
(STATE) (APP. NO) (FILING
DATE)
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN DRAW U.S. 2108501 10/28/97 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(75/108139) (05/22/96) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD ▇.▇. ▇▇▇▇▇▇▇ 08/10/93 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/277417) (05/21/92) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CARIBBEAN STUD AND DESIGN U.S. 1568546 11/28/89 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(73/760745) (10/31/88) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
CASINOLINK U.S. 2232023 03/16/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/414666) (01/07/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
------------------------------------------------------------------------------------------------------------------------------------
DESIGN ONLY U.S. 2159921 05/26/98 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(75/121928) (06/19/96) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
DRAGON ▇▇▇▇ U.S. 2276083 09/07/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/529867) (07/30/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
------------------------------------------------------------------------------------------------------------------------------------
GAMES OF NEVADA AND DESIGN U.S. 2000899 09/17/96 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(74/670764) (05/04/95) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
GAMES OF NEVADA U.S. 1531017 03/21/89 MIKOHN GAMING REGISTERED
(73/726646) (05/05/88) CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
HOLD AND DRAW BINGO U.S. 1466436 11/24/87 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(73/656848) (04/23/87) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
HOLD AND DRAW U.S. 1465650 11/17/87 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(73/656847) (04/23/87) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
HOT POTATO U.S. 2323542 02/29/00 MIKOHN GAMING REGISTERED
(75/576857) (10/23/98) CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
MINI KENO U.S. 1466437 12/24/87 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(73/656849) (04/23/87) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
MIKOHN U.S. (75/943749) (03/14/00) MIKOHN GAMING PENDING
CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
MIKOHN U.S. (75/943738) (03/14/00) MIKOHN GAMING PENDING
CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
MIKOHN U.S. 2436607 03/20/01 MIKOHN GAMING REGISTERED
(75/820689) (10/08/99) CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ 03/11/97 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/029136) (12/07/95) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
(STATE) (APP. NO) (FILING
DATE)
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ 03/01/94 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(74/391987) (05/18/93) CORPORATION FIRST SOURCE FINANCIAL LLP, NOT RECORDED
(ERRONEOUSLY RECORDED REG. NO. 1824249
FOR TITRA-LUBE INSTEAD)
------------------------------------------------------------------------------------------------------------------------------------
MIKOHNVISION U.S. 2043081 03/11/97 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/029135) (12/07/95) CORPORATION FIRST SOURCE FINANCIAL LLP, NOT RECORDED.
(ERRONEOUSLY RECORDED REG. NO. 2043081
FOR ▇▇▇▇ INSTEAD)
------------------------------------------------------------------------------------------------------------------------------------
MONEYTIME U.S. 2229600 03/02/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/306162) (06/10/97) CORPORATION FIRST SOURCE FINANCIAL LLP, NOT RECORDED.
------------------------------------------------------------------------------------------------------------------------------------
MVP AND DESIGN U.S. 2043083 03/11/97 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/029287) (12/07/95) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
MARCH 17, 1998.
------------------------------------------------------------------------------------------------------------------------------------
MYSTERY JACKPOT AND DESIGN U.S. 2166729 06/23/98 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(74/684207) (06/05/95) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
------------------------------------------------------------------------------------------------------------------------------------
MYSTERY JACKPOT U.S. (74/606815) (12/05/94) MIKOHN GAMING PENDING
-MAY BE CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
PGI AND DESIGN U.S. 2127934 01/13/98 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/480658) (01/19/94) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PGI AND DESIGN U.S. 2127925 01/13/98 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/379858) (04/14/93) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE BLACKJACK U.S. (76/194307) (01/16/01) PROGRESSIVE PENDING
GAMES, INC.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE ▇▇▇▇▇ ▇▇▇▇ AND U.S. (75/359707) (09/19/97) PROGRESSIVE PENDING; SECURITY INTEREST HELD BY FIRST
DESIGN GAMES, INC. SOURCE FINANCIAL LLP, RECORDED ON OCTOBER
6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE BAD BEAT STUD U.S. (76/269871) (06/11/01) MIKOHN GAMING PENDING
POKER CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
PROGRESSIVE JACKPOT PAI U.S. (76/269638) (06/11/01) MIKOHN GAMING PENDING
GOW POKER AND DESIGN CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
ROLLIN' BONUS U.S. 2320754 02/22/00 MIKOHN GAMING REGISTERED
(75/557092) (09/23/98) CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ 09/02/97 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(75/108137) (05/22/96) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
SAFEBAC U.S. 2228181 03/02/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/414669) (01/07/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ COUNTRY REG. NO. REG. DATE RECORD OWNER COMMENTS
(STATE) (APP. NO) (FILING
DATE)
------------------------------------------------------------------------------------------------------------------------------------
SAFEJACK U.S. 2330725 03/21/00 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/414665) (01/07/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
------------------------------------------------------------------------------------------------------------------------------------
SMOKE SPOT U.S. 1965931 04/02/96 PROGRESSIVE REGISTERED; SECURITY INTEREST HELD BY
(74/480668) (01/19/94) GAMES, INC. FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 6, 1998.
------------------------------------------------------------------------------------------------------------------------------------
SUPERLINK U.S. 2303420 12/28/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/414668) (01/07/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
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TABLELINK U.S. 2420050 01/09/01 MIKOHN GAMING REGISTERED
(75/701074) (05/07/99) CORPORATION
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THINK BIG U.S. (76/181900) (12/14/00) MIKOHN GAMING PENDING
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TRE CARD STUD AND DESIGN U.S. 2368411 07/18/00 MIKOHN GAMING REGISTERED
(75/738822) (06/29/99) CORPORATION
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WILD ARUBA STUD U.S. 2369431 07/18/00 MIKOHN GAMING REGISTERED
(75/584391) (11/06/98) CORPORATION
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WILD ARUBA STUD U.S. 2274648 08/31/99 MIKOHN GAMING REGISTERED
(75/584386) (11/06/98) CORPORATION
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X SLOT U.S. 2281404 09/28/99 MIKOHN GAMING REGISTERED; SECURITY INTEREST HELD BY
(75/528026) (07/30/98) CORPORATION FIRST SOURCE FINANCIAL LLP, RECORDED ON
OCTOBER 9, 1998.
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F. Trademark Licenses:
AGREEMENT DATE MIKOHN
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▇▇▇ ▇▇▇▇▇ COMPANY 09/12/00 LICENSOR
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COAST GAMING SUPPLY, INC. 11/05/01 LICENSOR
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CREATION ROBCO INC. 11/10/00 LICENSOR
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ENCORE SOFTWARE, INC. 10/01/00 LICENSOR
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GRAPH TO GRAPHICS 09/12/00 LICENSOR
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HASBRO, INC.--YAHTZEE 08/18/98 LICENSEE
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HASBRO, INC.--BATTLESHIP 08/18/98 LICENSEE
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HASBRO, INC.--MONOPOLY 08/18/98 LICENSEE
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HASBRO, INC.--CLUE 06/26/00 LICENSEE
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HASBRO, INC.--TRIVIAL PURSUIT 06/26/00 LICENSEE
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HAVAS INTERACTIVE INCORPORATED 12/01/99 LICENSOR
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INTERNATIONAL GAME TECHNOLOGY 12/01/99 LICENSEE
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IMAGE TRANSFORM LTD. 03/20/01 LICENSOR
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MIDWEST GAME SUPPLY COMPANY 09/12/00 LICENSOR
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PINNACLE FURNISHINGS 04/15/01 LICENSOR
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SIGNATURES NETWORK--▇▇▇▇▇▇'▇ 01/01/00 LICENSEE
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STATION CASINOS, INC. 02/02/01 LICENSOR
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TCS 11/11/01 LICENSOR
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G. Trade Secret Licenses: None
H. Intellectual Property Matters: See Schedule 4.6
SCHEDULE 4.6
TO PLEDGE AND SECURITY AGREEMENT
SUMMARY OF PENDING ACTIVE LITIGATION AND OTHER CLAIMS
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As of 7/31/01 @ 4:10 PM
PENDING ACTIVE LITIGATION
THE ACRES LITIGATION
--------------------
The following four cases have been consolidated for trial:
CASE 1:
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Plaintiff: Mikohn Gaming Corporation
Defendants: Acres Gaming, Inc.
Court: United States District Court, Las Vegas, Nevada;
Case No. CVS 97-01383 HDM (LRL)
Filing Date: October 2, 1997
Summary of
Claims: Action for declaratory judgment that Mikohn's MoneyTime(TM)
System does not infringe U.S. Patent No. 5,655,961 (the
"'961 patent") and that the '961 patent is invalid and
unenforceable. Mikohn also has asserted claims for tortious
interference with business relationships, tortious
interference with prospective business relationships, and
trade libel. Acres has counterclaimed for patent
infringement.
Status: See Below-Case 4
Counsel: ▇▇▇▇▇ ▇▇▇▇▇▇, Las Vegas, Nevada (702-474-9400)
▇▇▇▇▇ ▇▇▇▇▇▇▇, Los Angeles, California (310-312-3112)
CASE 2:
------
Plaintiff: Mikohn Gaming Corporation
Defendants: Acres Gaming, Inc.
Court: United States District Court, Las Vegas, Nevada;
Case No. CVS 98-00738 HDM (LRL)
Filing Date: May 6, 1998
Summary of
Claims: Action for declaratory judgment that Mikohn's MoneyTime(TM)
System does not infringe U.S. Patent No. 5,741,183 (the
"'183 patent") issued to Acres on April 21, 1998 and that
the '183 patent is invalid and unenforceable.
Status: See Below-Case 4
Counsel: ▇▇▇▇▇ ▇▇▇▇▇▇, Las Vegas, Nevada (702-474-9400)
▇▇▇▇▇ ▇▇▇▇▇▇▇, Los Angeles, California (310-312-3112)
CASE 3:
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Plaintiff: Acres Gaming Corporation
Defendants: Mikohn Gaming Corporation, New York New York Hotel &
Casino, LLC, Casino Data Systems and Sunset Station Hotel &
Casino
Court: United States District Court for the District of Nevada,
Las Vegas; Case No. CV-S-98-00794-PMP (LRL)
Filing Date: May 19, 1998
Summary of
Claims: Acres claims Mikohn's MoneyTime System infringes U.S.
Patent No. 5,752,882 issued to Acres on May 19, 1998 (the
"'882 patent") and that the infringement is willful.
Status: See Below-Case 4
Counsel: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Los Angeles, California (310-312-3112)
▇▇▇▇▇ ▇▇▇▇▇▇, Las Vegas, Nevada (702-474-9400)
CASE 4:
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Plaintiff: Acres Gaming Corporation
Defendants: Mikohn Gaming Corporation and Casino Data Systems
Court: United States District Court for the District of Nevada,
Las Vegas; Case No. CV-S-98-1462-PMP (RJJ)
Filing Date: October 13, 1998
Summary of
Claims: Acres claims Mikohn's MoneyTime System infringes U.S.
Patent No. 5,820,459 issued to Acres on October 13, 1998
(the "'459 patent") and that the infringement is willful.
Status: The consolidated action went to trial before a jury on
March 14, 2001. On March 27, 2001, the jury returned a
verdict finding that the MoneyTime system infringed two of
the four patents in question and awarded Acres damages of
$1.5 million. Mikohn's motion for judgment notwithstanding
the verdict was denied. A Notice of Appeal was filed on
June 26, 2001.
Counsel: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Los Angeles, California (310-312-3112)
▇▇▇▇▇ ▇▇▇▇▇▇, Las Vegas, Nevada (702-474-9400)
MIKOHN ▇. ▇▇▇▇▇
---------------
Plaintiff: Mikohn Gaming Corporation.
Defendants: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Court: County Court of ▇▇▇▇▇▇▇▇ County, Mississippi, First
Judicial District; Case No. D2401-99-00008
Filing Date: January 5, 1999
Summary of
Claims: Breach of contract and conversion. Action against former
employees who engaged in a scheme to manufacture products
using Mikohn labor and materials to sell to third parties
keeping the proceeds. Mikohn is seeking general damages of
$5,000 and punitive damages of $50,000, plus costs and
attorneys fees.
EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT
FORM OF PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT. dated [mm/dd/yy], is delivered pursuant to the
Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to
time amended, restated, modified or supplemented, the "Security Agreement"),
among Mikohn Gaming Corporation, the other Debtors named therein, and Firstar
Bank, N.A., as the Secured Party. Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Security
Agreement.
Debtors hereby confirms, as of the date first written above, the grant to
the Secured Party set forth in the Security Agreement of, does hereby grant to
the Secured Party, a security interest in all of Debtor's right, title and
interest in and to all Collateral to secure the Secured Obligations, in each
case whether now has or hereafter existing or in which Debtor 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 a Debtor
by all of the terms and provisions of the Security Agreement, as supplemented by
this Pledge Supplement. Debtor hereby makes each representation, warranty and
covenant set forth in Section 4 of the Security Agreement and hereby represents
and warrants that the attached Supplements to Schedules accurately and
completely set forth all additional information required pursuant to the
Security Agreement and hereby agrees that such Supplements to Schedules shall
constitute part of the Schedules to the Security Agreement.
IN WITNESS WHEREOF, Debtor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of [mm/dd/yy].
[NAME OF DEBTOR]
By: ________________________________
Name:
Title:
EXHIBIT B
TO PLEDGE AND SECURITY AGREEMENT
FORM OF PLEDGE JOINDER
This PLEDGE JOINDER, dated [mm/dd/yy], is delivered pursuant to the Pledge
and Security Agreement, dated as of August 22, 2001 (as it may be from time to
time amended, restated, modified or supplemented, the "Security Agreement"),
among Mikohn Gaming Corporation, the other Debtors named therein, and Firststar
Bank N.A., as the Secured Party. Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Security
Agreement.
Section 1. Grant of Security Interest. The undersigned hereby grants to the
Secured Party a security interest and continuing lien on all of its right, title
and interest in, to and under all personal property of the undersigned that may
be perfected by the filing of UCC financing statements in the appropriate
jurisdictions, including without limitation, the property and assets of the
undersigned set forth on the attached supplemental schedules to the Schedules to
the Security Agreement, in each case whether now owned or existing or hereafter
acquired or arising and wherever located (the undersigned's "Collateral"),
subject to the same limited exclusions set forth in the Security Agreement
including all applicable Gaming Laws.
Section 2. Security For Obligations. The grant of security interest and
continuing lien under this Pledge Joinder secures, and the Collateral is
collateral security for, the prompt and complete payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. (S)362(a) (and any successor provision thereof)),
of all Obligations of each Debtor.
Section 3. Supplements to Security Agreement Schedules. The undersigned
has attached hereto supplemental schedules 4.1, 4.2, 4.4, 4.5 and 4.6 to
Schedules 4.1, 4.2, 4.4, 4.5 and 4.6, respectively, to the Security Agreement
and the undersigned hereby certifies, as of the date first above written, that
such supplemental schedules have been prepared by the undersigned in
substantially the form of the equivalent Schedules to the Security Agreement and
are complete and correct in all material respects.
Section 4. Representations and Warrants and Covenants. The undersigned
hereby makes each representation and warranty and covenant set forth in Section
4 of the Security Agreement (as supplemented by the attached supplemental
schedules) to the same extent as each other Debtor.
Section 5. Obligations Under the Security Agreement. The undersigned hereby
agrees, as of the date first above written, to be bound as a Debtor by all of
the terms and provisions of the Security Agreement to the same extent as each of
the other Debtors. The undersigned further agrees, as of the date first above
written, that each reference in the Security Agreement to an "Additional Debtor"
or a "Debtor" shall also mean and be a reference to the undersigned.
The terms of Sections 11.11, 11.12, 11.13 and 11.14 of the Security
Agreement are hereby incorporated by reference.
IN WITNESS WHEREOF the undersigned has caused this Pledge Joinder to be
duly executed and delivered by its duly authorized officer as of [mm/dd/yy].
[NAME OF ADDITIONAL DEBTOR]
By:____________________________
Name:
Title: