EXHIBIT 10.25
MEMORANDUM OF SECURITY AGREEMENT BY AND BETWEEN
THE REGISTRANT AND CORESTATES BANK, N.A.
MEMORANDUM OF SECURITY AGREEMENT
This Memorandum of Security Agreement, dated as of August 15, 1996, is made
by RYKA INC., a Delaware corporation with an address at 000 Xxxxx Xxxxxxxxx
Xxxx, Xxxx Xx Xxxxxxx, Xxxxxxxxxxxx 00000 ("Grantor"), in favor of CORESTATES
BANK, N.A., a national banking association with an address at 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000 ("Grantee").
WHEREAS, Grantor is the owner of the trademark listed on Schedule "A"
attached hereto (, the "Xxxx"); and
WHEREAS, under a certain Security Agreement (Accounts, Inventory and
Equipment) dated the date hereof between Grantor and Grantee, Grantor has
granted to Grantee a security interest in certain of its assets (including the
Xxxx and the goodwill association therewith) to secure the payment and
performance of a certain liabilities and obligations owing by the Grantor to the
Grantee; and
WHEREAS, Grantor and Grantee by this instrument seek to confirm and make a
record of the grant of a security interest in the Xxxx and the goodwill
associated therewith;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Grantor does hereby acknowledge that
it has granted to Grantee a first security interest in, to and under (1) the
Xxxx and the goodwill associates therewith, and (2) the rights, interests, and
benefits of the foregoing, including without limitation any claim of the
foregoing, including without limitation any claim of the Grantor against any
third party for past, present and future infringement or dilution of the Xxxx,
or for injury to the goodwill associated with the Xxxx.
Grantor also acknowledges and confirms that the rights and remedies of
Grantee with respect to the security interests in the Xxxx granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated herein by reference.
IN WITNESS WHEREOF, Grantor has caused this Memorandum of Security
Agreement to be duly executed by its proper corporate officers thereunto duly
authorized as of the date first written above.
Attest: RYKA INC.
By [SIGNATURE ILLEGIBLE] By /s/ Xxxxxx Xxxx
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Title Xxxxxx Xxxx VP CFO
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Print Name and Title
Subscribed and sworn to before me this 15th day of August, 1996
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/s/ Xxxxxxxx XxXxxxxx
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Notary Public
My Commission Expires:
[Seal]
SCHEDULE A
TO
MEMORANDUM OF SECURITY AGREEMENT
dated as of August 15, 1996
by RYKA INC., a Delaware corporation ("Grantor"),
in favor of CORESTATES BANK, N.A.
THE XXXX IS IDENTIFIED AS FOLOWS:
XXXX: REGISTRATION #:
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Ryka #1,616,804
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