EXHIBIT 4.14
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), is 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
August 22, 2001 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 connection with the Indenture, each Debtor and the Secured
Party have entered into a Pledge and Security Agreement, dated as of August 22,
2001 (the "Pledge and Security Agreement").
WHEREAS, pursuant to the Pledge and Security Agreement, Debtors are
required to execute and deliver this Agreement and grant to Secured Party a
security interest and continuing lien in all of the Copyrights.
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. Definitions. In this Agreement, including in the paragraphs
above, unless otherwise defined herein or the context otherwise requires,
capitalized terms used in this Agreement have the meanings set forth in the
Pledge and Security Agreement.
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 Copyrights of such
Debtor including, but not limited to, those referenced in Schedule A hereto.
2.2. Pledge and Security Agreement. This Agreement has been
executed and delivered by Debtors for the purpose of recording the security
interest of Secured Party in the Copyrights with the United States Copyright
Office. The security interest and continuing lien
granted herein has been granted as a supplement to, and not in limitation of,
the security interest and continuing lien granted to Secured Party under the
Pledge and Security Agreement. The Pledge and Security Agreement (including
without limitation all rights and remedies of Secured Party thereunder, and
Certain Limited Exclusions as defined in Section 2.2 therein) shall remain in
full force and effect in accordance with its terms, and is incorporated herein
by reference.
3. RELEASE OF SECURITY INTEREST
3.1. Release of Security Interest. For avoidance of doubt, upon
the payment in full of all Secured Obligations, the security interest and
continuing lien granted hereby shall be released hereunder and of record and all
rights to the Copyrights 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.
4. COUNTERPARTS.
4.1. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute one and the same instrument.
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: _________________________
2
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: _________________________
3
