EXHIBIT 4.05
TRADEMARK SECURITY AGREEMENT
WHEREAS, Tidel Engineering, Inc., a Delaware corporation ("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 and Texas Commerce Bank National Association, a national
banking association ("GRANTEE"), 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.
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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.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement
to be duly executed by its duly authorized officer thereunto as of the 12th day
of June, 1997.
GRANTOR:
TIDEL ENGINEERING, INC.
By: /S/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: President
Acknowledged, agreed and accepted as of the date hereof:
GRANTEE:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By: /S/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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