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EXHIBIT 4.17
TRADEMARK SECURITY AGREEMENT
WHEREAS, Tidel Engineering, L.P., a Delaware limited partnership
("Grantor"), owns the trademarks, trademark registrations, and trademark
applications listed on Schedule 1 annexed hereto, and is a party to, or has been
assigned the rights by the party to, the trademark licenses listed on Schedule 1
annexed hereto; and
WHEREAS, Grantor, Chase Bank of Texas, N.A., a national banking
association ("Grantee"), and Tidel Technologies, Inc., a Delaware corporation,
are parties to that certain Credit Agreement dated as of the date hereof (as
heretofore or hereafter amended, modified and in effect from time to time, the
"Loan Agreement"), providing for extensions of credit to be made by Grantor to
Grantee; and
WHEREAS, pursuant to the terms of the Security Agreement (as defined in
the Loan Agreement), Grantor has granted to Grantee a security interest in all
of the assets of Grantor including all right, title and interest of Grantor in,
to and under all now owned and hereafter acquired trademarks, together with the
goodwill of the business symbolized by Grantor's trademarks, and all proceeds
thereof, to secure the payment of all amounts owing by Grantor under the Loan
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "Trademark Collateral"),
whether presently existing or hereafter created or acquired:
(1) each trademark, trademark registration and trademark
application, including, without limitation, the trademarks,
trademark registrations (together with any renewals, reissues,
continuations or extensions thereof) and trademark
applications referred to in Schedule 1 annexed hereto, and all
of the goodwill of the business connected with the use of, and
symbolized by, each trademark, trademark registration and
trademark application;
(2) each trademark license and all of the goodwill of the
business connected with the use of, and symbolized by, each
trademark license; and
(3) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third parties
for past, present or future (a) infringement or dilution of
any trademark or trademark registration including, without
limitation, the trademarks and trademark registrations
referred to in Schedule 1 annexed hereto, the trademark
registrations issued with respect to the trademark
applications referred in Schedule 1 and the trademarks
licensed under any trademark license, or (b) injury to the
goodwill associated with any trademark, trademark registration
or trademark licensed under any trademark license.
TRADEMARK SECURITY AGREEMENT - Page 1
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This security interest is granted in conjunction with the security interests
granted to Grantee pursuant to the Loan Agreement. Grantor hereby acknowledges
and affirms that the rights and remedies of Grantee with respect to the security
interest in the Trademark Collateral made and granted hereby are more fully set
forth in the Loan Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein.
This Trademark Security Agreement is given in renewal, amendment,
replacement, and restatement in its entirety (but not in novation,
extinguishment or satisfaction) of that certain Trademark Security Agreement
dated June 12, 1997, executed by Tidel Engineering, Inc., for the benefit of
Grantee, successor-in-interest to Texas Commerce Bank National Association (the
"Prior Agreement"). To the extent of any conflict between the terms of this
Trademark Security Agreement and the terms of the Prior Agreement, the terms of
this Trademark Security Agreement shall control.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be duly executed by its duly authorized officer thereunto as of the
1st day of April, 1999.
GRANTOR:
TIDEL ENGINEERING, L.P.,
a Delaware limited partnership
By: Tidel Cash Systems, Inc., its general partner
By:
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Xxxx X. Xxxxxxxx, President and Chief
Executive Officer
Acknowledged, agreed and accepted as
of the date hereof:
GRANTEE:
CHASE BANK OF TEXAS, N.A.
By:
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Xxxxxx Xxxxxxxx,
Vice President
TRADEMARK SECURITY AGREEMENT - Page 2
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ACKNOWLEDGMENT
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
On the _____ day of _______, 1999 before me personally appeared Xxxx X.
Xxxxxxxx, to me personally known or proved to me on the basis of satisfactory
evidence to be the person described in and who executed the foregoing instrument
as the President and Chief Executive Officer of Tidel Cash Systems, Inc., the
general partner of Tidel Engineering, L.P., who being by me duly sworn, did
depose and say that he is the President and Chief Executive Officer of Tidel
Cash Systems, Inc., the corporation which executed the foregoing instrument;
that he signed the said instrument on behalf of said corporation and limited
partnership; and that he acknowledged said instrument to be the free act and
deed of said corporation.
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Notary Public
(Seal)
My commission expires:
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TRADEMARK SECURITY AGREEMENT - Page 3
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SCHEDULE 1
TO TRADEMARK
SECURITY AGREEMENT
TRADEMARK REGISTRATIONS
NONE
TRADEMARK APPLICATIONS
Trademark No. Issue Date Title Trademark Expires
------------- ---------- ----- -----------------
1. Anycard 5/28/92 Servicemark Application [pending application]
Application
SN74-279712
2. Stylized Tidel Swish ___/___/98 Trademark Application [pending application]
SN____________
TRADEMARK LICENSES
NONE
UNREGISTERED MARKS
TACC II
TAC-II "Ci"
TACC-II "Cii"
TACC-II "SST"
TACC-IV
GTM
Tidel Engineering
Tidel
EMS2000
EMS3000
ETM
Chameleon
Schedule 1 - 1
