EXHIBIT 4.12
TRADEMARK SECURITY AGREEMENT
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This TRADEMARK 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 Trademarks.
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
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1.1 Defined Terms. In this Agreement, including in the paragraphs
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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
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2.1. Grant of Security. Subject to applicable Gaming Laws (with
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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 Trademarks 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
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and delivered by Debtors for the purpose of recording the security interest of
Secured Party in the Trademarks with the United States Patent and Trademark
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
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3.1. Release of Security Interest. For avoidance of doubt, upon the
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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 Trademarks 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.
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4.1. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute one and the same instrument.
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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.
CASINO EXCITEMENT, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
GAMES OF NEVADA, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
MGC, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
MIKOHN INTERNATIONAL, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
MIKOHN NEVADA
By: ________________________________
Name: ______________________________
Title: _____________________________
PROGRESSIVE GAMES, INC.
By: ________________________________
Name: ______________________________
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Title: _____________________________
FIRSTAR BANK, N.A., as the Secured Party
By: ________________________________
Name: ______________________________
Title: _____________________________
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