TRADEMARK SECURITY AGREEMENT
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THIS AGREEMENT (TRADEMARK), dated as of October 24, 1997 (herein, as the
same from time to time may be amended, modified, restated or supplemented and in
effect, called this "AGREEMENT"), is by and among MIKOHN GAMING CORPORATION, a
Nevada corporation ("BORROWER"), MIKOHN NEVADA, a Nevada corporation ("MIKOHN
NEVADA"), MGC, INC., a Nevada corporation ("MGC"), CASINO EXCITEMENT, INC., a
Nevada corporation ("CEI"), (Mikohn Nevada, MGC and CEI sometimes hereinafter
are referred to individually as each "Guarantor" and collectively as
"Guarantors," and Borrower and Guarantors sometimes hereinafter are referred to
individually as each "Debtor" and collectively as "Debtor"), and FIRST SOURCE
FINANCIAL LLP, an Illinois registered limited liability partnership ("FSFP"), as
"AGENT" for all "LENDERS."
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to a Credit Agreement dated as of October 24, 1997
(together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "CREDIT AGREEMENT"), among Borrower, FSFP, for
itself, as a Lender, and as Agent for all Lenders, and the financial
institutions parties thereto, Lenders have extended Commitments to make Loans to
Borrower; and
WHEREAS, Guarantors have guaranteed the payment and performance of the
Obligations pursuant to a certain Guaranty of even date herewith (herein, as the
same from time to time may be amended, modified, supplemented or restated and in
effect, called the "Guaranty") made by Guarantors in favor of Agent; and
WHEREAS, in connection with the Credit Agreement and the Guaranty, Debtors
have executed and delivered to Lenders a Security Agreement, dated as of October
24, 1997 (together with all amendments and other modifications, if any, from
time to time thereafter made thereto, the "SECURITY AGREEMENT"); and
WHEREAS, as a condition precedent to the making of the initial Loans under
the Credit Agreement, Debtors are required to execute and deliver this Agreement
and to grant to Agent a continuing security interest in all of the Patent
Collateral (as defined below) to secure all Liabilities; and
WHEREAS, Debtors have duly authorized the execution, delivery and
performance of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce Lenders to make Loans (including
the initial Loans) to Borrower pursuant to the Credit Agreement, Debtors agree,
for the benefit of Lenders, as follows:
SECTION 1. Definitions. Unless otherwise defined herein or the context
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otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided or provided by reference in the Security
Agreement.
SECTION 2. Grant of Security Interest. For good and valuable
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consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Obligations of Borrower and all of the obligations of each
Guarantor arising under the Guaranty (collectively, the "LIABILITIES"), Debtors
does hereby mortgage, pledge and grant to Agent for the benefit of Lenders a
continuing security interest in, all of the following property (the "TRADEMARK
COLLATERAL"), whether now or hereafter owned, acquired or existing:
(a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade dress, service marks,
certification marks, collective marks, logos, other sources of business
identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of a like nature (each of the
foregoing items in this clause (a) being called a "TRADEMARK"), now
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existing anywhere in the world or hereafter adopted or acquired, whether
currently in use or not, all registrations and recordings thereof and all
applications in connection therewith, whether pending or in preparation for
filing, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any office or agency of the United
States of America or any State thereof or any foreign country, including
those referred to in Item A of Attachment 1 hereto;
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(b) all Trademark licenses, including each Trademark license referred
to in Item B of Attachment 1 hereto;
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(c) all reissues, extensions or renewals of any of the items described
in clauses (a) and (b);
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(d) all of the goodwill of the business connected with the use of, and
symbolized by the items described in clauses (a) and (b); and
----------- ---
(e) all proceeds of, and rights associated with, the foregoing,
including any claim by Debtors against third parties for past, present or
future infringement or dilution of any Trademark, Trademark registration,
or Trademark license, including any Trademark, Trademark registration or
Trademark license referred to in Item A and Item B of Attachment 1 hereto,
------ ------ ------------
or for any injury to the goodwill associated with the use of any Trademark
or for breach or enforcement of any Trademark license.
SECTION 3. Security Agreement. This Agreement has been executed and
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delivered by Debtors for the purpose of registering the security interest of
Agent in the Trademark Collateral with the United States Patent and Trademark
Office and corresponding offices in other countries of the world. The security
interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to Agent under the Security
Agreement. The Security Agreement (and all rights and remedies of Lenders
thereunder) shall remain in full force and effect in accordance with its terms.
SECTION 4. Release of Security Interest. Upon payment in full of all
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Liabilities and the termination of all Commitments, Lenders shall, at Debtors'
expense, execute and deliver to Debtors all instruments and other documents as
may be necessary or proper to release the lien on and security interest in the
Trademark Collateral which has been granted hereunder.
SECTION 5. Acknowledgment. Each Debtor does hereby further acknowledge
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and affirm that the rights and remedies of Lenders with respect to the security
interest in the Trademark Collateral granted hereby are more fully set forth in
the Security Agreement, the terms and provisions of which (including the
remedies provided for therein) are incorporated by reference herein as if fully
set forth herein.
SECTION 6. Credit Document, etc. This Agreement is a Credit Document
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executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Credit Agreement.
SECTION 7. Counterparts. This Agreement may be executed by the parties
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hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.
[remainder of page intentionally left blank]
MIKOHN GAMING CORPORATION, a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxxx
_________________________________
Name: Xxxxx X. Xxxxxxxx
______________________________
Title: Chairman of the Board & CEO
______________________________
MIKOHN NEVADA, a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxxx
_________________________________
Name: Xxxxx X. Xxxxxxxx
______________________________
Title: Chairman of the Board & CEO
______________________________
MGC, INC., a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxx
______________________________
Title: Chairman of the Board & CEO
______________________________
CASINO EXCITEMENT, INC., a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxx
______________________________
Title: Chairman of the Board & CEO
______________________________
FIRST SOURCE FINANCIAL LLP, individually and in
its capacity as Agent
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
______________________________
Xxxxxx X. Xxxxxxxxxx
Senior Vice President
STATE OF NEVADA )
) SS.
COUNTY OF XXXXX )
I, Xxxxx X. Xxxxxxxx, a notary public in and for said County, in the State
-----------------
of aforesaid, DO HEREBY CERTIFY that Xxxxx X. Xxxxxxxx, personally known to me
-----------------
to be the Chairman & CEO of MIKOHN GAMING CORPORATION, a Nevada corporation, and
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personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as such officer of said
corporation, pursuant to authority given by the Board of Directors of said
corporation as such person's free and voluntary act, and as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this 23rd day of October, 1997.
----
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
[NOTARY SEAL APPEARS HERE]
My Commission Expires:
____________________________________
STATE OF NEVADA )
) SS.
COUNTY OF XXXXX )
I, Xxxxx X. Xxxxxxxx, a notary public in and for said County, in the State
-----------------
of aforesaid, DO HEREBY CERTIFY that Xxxxx X. Xxxxxxxx, personally known to me
-----------------
to be the Chairman & CEO of MIKOHN NEVADA, a Nevada corporation, and
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personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as such officer of said
corporation, pursuant to authority given by the Board of Directors of said
corporation as such person's free and voluntary act, and as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this 23rd day of October, 1997.
----
/s/ Xxxxx X. Xxxxxxxx
----------------------------
Notary Public
[NOTARY SEAL APPEARS HERE]
My Commission Expires:
____________________________________
STATE OF NEVADA )
) SS.
COUNTY OF XXXXX )
I, Xxxxx X. Xxxxxxxx, a notary public in and for said County, in the State
-----------------
of aforesaid, DO HEREBY CERTIFY that Xxxxx X. Xxxxxxxx, personally known to me
-----------------
to be the Chairman & CEO of MGC, INC., a Nevada corporation, and
--------------
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as such officer of said
corporation, pursuant to authority given by the Board of Directors of said
corporation as such person's free and voluntary act, and as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this 23rd day of October, 1997.
----
/s/ Xxxxx X. Xxxxxxxx
----------------------------
Notary Public
[NOTARY SEAL APPEARS HERE]
My Commission Expires:
____________________________________
STATE OF NEVADA )
) SS.
COUNTY OF XXXXX )
I, Xxxxx X. Xxxxxxxx, a notary public in and for said County, in the State
-----------------
of aforesaid, DO HEREBY CERTIFY that Xxxxx X. Xxxxxxxx, personally known to me
-----------------
to be the Chairman & CEO of CASINO EXCITEMENT, INC.,a Nevada corporation, and
--------------
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as such officer of said
corporation, pursuant to authority given by the Board of Directors of said
corporation as such person's free and voluntary act, and as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this 23rd day of October, 1997.
----
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
[NOTARY SEAL APPEARS HERE]
My Commission Expires:
____________________________________
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, O. Xxxx Xxxxxxxx, a notary public in and for said County, in
----------------
the State of aforesaid, DO HEREBY CERTIFY that Xx Xxxxxxxxxx personally known
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to me to be a VP of FIRST SOURCE FINANCIAL, INC., a Delaware corporation, the
Agent/Manager of First Source Financial LLP, an Illinois registered limited
liability partnership, and personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in
person and acknowledged that he/she signed and delivered the said instrument as
such officer of said corporation, pursuant to authority, given by the Board of
Directors of said corporation as such person's free and voluntary act, and as
the free and voluntary act and deed of said corporation, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 29th day of October, 1997.
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/s/ O. Xxxx Xxxxxxxx
[NOTARY SEAL APPEARS HERE] -----------------------------
Notary Public
My Commission Expires:
____________________________________
SCHEDULE I
to
Security Agreement
ITEM A. TRADEMARKS
REGISTERED TRADEMARKS
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Country/ Trademark Reg. No. Reg. Date
State
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USA Mini Keno 1,466,437 11/24/87
USA Hold and Draw 1,465,650 11/17/87
USA Hold and Draw Bingo 1,466,436 11/24/87
USA Games of Nevada 2,000,899 09/17/96
USA MVP and design 2,043,083 03/11/97
USA MIKOHNVISION 2,043,081 03/11/97
USA MIKOHN 2,043,082 03/11/97
USA MIKOHN 1,824,259 03/01/94
NEVADA MoneyTime 09/04/97
NEVADA CasinoLink 09/04/97
NEVADA SafeJack 09/04/97
NEVADA Slottrak 09/04/97
NEVADA SuperLink 07/14/97
NEVADA PlayerTrak 09/04/97
NEVADA TableTrak 09/04/98
USA Casino Products 1,769,789
PENDING TRADEMARK APPLICATIONS
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Country/State Trademark Serial No. Filing Date
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USA MoneyTime 73/306/162 06/10/97
USA Mystery 75/346/800 08/06/97
SCHEDULE I
to
Security Agreement
Item A. (Cont.) Trademarks
TRADEMARK APPLICATIONS IN PREPARATION
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Expected Products
Country Trademark Filing Date Services
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USA CasinoLink 11/10/97 Computer software and hardware for use
in providing Accounting, security, and
player information and Rating for
gaming and amusement machines and
casino games
USA SlotTrak 11/10/97 Computer software and hardware for use
in providing accounting, security, and
player information and Rating for
gaming and Amusement machines
USA SafeJack 11/10/97 Computer software and hardware for use
in providing accounting, security, and
player information and rating For
card games
USA Safebac 11/10/97 Computer software and hardware for use
in providing accounting, security, and
player information and rating For
card games
USA SuperLink 11/10/97 Computer software and hardware for use
in controlling jackpots in
gaming and amusement machines
SCHEDULE I
to
Security Agreement
Item A. Trademarks
(Cont.)
USA PlayerTrak 11/14/97 Computer software and hardware for use
in obtaining information about and
rating players of casino table games,
gaming machines and amusement machines
USA TableTrak 11/14/97 Computer software and hardware for use
in obtaining information about and
rating players of casino table games,
gaming machines and Amusement machines
USA InstaTrak 11/14/97 Optical character recognition aparatus
with dot-matrix printer
USA Quickplay 11/14/97 Computer software and hardware for
enabling players to access gaming and
amusement machines through
preestablished credit accounts
USA CaddTrak 11/14/97 Computer software and hardware for
controlling graphic interface used in
providing accounting, security and
player information and rating for gaming
and amusement machines and casino games
SCHEDULE I
to
Security Agreement
ITEM B. TRADEMARK LICENSES
Effective Expiration
Territory Trademark Licensor Licensee Date Date
--------- --------- -------- -------- ---------- ----
None
