Exhibit 10.12


 


SUPPLEMENTAL SECURITY AGREEMENT


(Patents)


 


THIS SUPPLEMENTAL SECURITY AGREEMENT (the
“Supplemental Patent Agreement”) is made and dated this 13th day of November,
2003 by and between DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Company”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
administrative agent (in such capacity, the “Administrative Agent”) for itself
and the Lenders under (and as that term and capitalized terms not otherwise
defined herein are defined in) that certain Second Amended and Restated Credit
Agreement dated as of even date herewith by and among Company, the Parent, the
Administrative Agent, the Documentation Agent, the Syndication Agent and the
Lenders from time to time party thereto (as amended, extended and replaced from
time to time, the “Credit Agreement”).


 


RECITALS


 


A.            Pursuant
to that certain Pledge and Security Agreement dated as of even date herewith
between Company and the Administrative Agent (the “Company Security Agreement”),
Company has granted to the Administrative Agent a first priority perfected
security interest in certain assets of Company, including, without limitation,
all patents, trademarks, service marks, trade names, mask works, copyrights,
goodwill, licenses and other intellectual property owned by Company or used in
Company’s business.


 


B.            The
parties hereto desire to supplement the Company Security Agreement as it
relates to certain of such intellectual property consisting generally of
patents and to create hereby a document appropriate for recordation in the
Patent and Trademark Office of the United States (the “PTO”).


 


NOW, THEREFORE, in consideration of the above Recitals
and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.             Confirmation of Grant of Security Interest.  Company
hereby confirms the grant of security interest, pledge, assignment and mortgage
set forth in the Company Security Agreement and acknowledges that the Company
Collateral described therein includes, without limitation, all of Company’s
right, title and interest in the following (the “Patent Collateral”):


 


(a)           All now existing or
hereafter created or acquired, patents, letters patents, inventions, patent
applications and rights and works protectable by patent, and, except to the
extent prohibited by the terms thereof, all agreements in respect of patents
owned by third parties, including, without limitation, the patents specifically
described on Schedule I attached hereto, as the same may be amended or
replaced from time to time with the consent of the Administrative Agent;


 


(b)           All now existing and
hereafter arising registrations and applications for registration relating to
any of the foregoing, all renewals and extensions thereof throughout the world
in perpetuity, and all rights to make such applications and to renew and extend
the same;


 


(c)           All now existing and
hereafter arising rights and licenses to make, have made, use and/or sell the
inventions disclosed and claimed by any of the foregoing;


 

















 


(d)           All now existing and
hereafter arising right (but not the obligation) to register claims under any
state, federal or foreign patent law or regulation;


 


(e)           All now existing and
hereafter arising rights, claims and interests under licensing or other
contracts pertaining to any of the foregoing to the extent such rights are
assignable;


 


(f)            All now existing and
hereafter arising documents, instruments and agreements which reveal the name
and address of sources of supply, distribution methods and all terms of
purchase, rental, license or use and delivery for all materials, products and
components used in connection with any of the foregoing;


 


(g)           All now existing and
hereafter arising specifications as to and quality control manuals used in
connection with the operations utilizing any of the foregoing;


 


(h)           All now existing and
hereafter arising goodwill associated with any of the foregoing;


 


(i)            All now existing and
hereafter arising right (but not the obligation) to sue or bring opposition or
cancellation proceedings in the name of Company or the Administrative Agent for
past, present and future infringements of any of the foregoing; and


 


(j)            All products and
Proceeds of any of the foregoing.


 


Notwithstanding the foregoing, to the extent
that granting the security interest contemplated hereby in any rights, property
or assets of the Company that are subject to Liens permitted by the Credit
Agreement or the other Loan Documents would violate or result in a breach by
Company under, or confer upon any other party the right to terminate, the
documents, instruments or agreements governing such Liens, so long as such
documents, instruments, and agreements are in effect, the Patent Collateral
shall include only the rights of Company to receive moneys due and to become
due, if any, under or pursuant to such contract or agreement.


 


2.             Additional Representation and Warranty and
Covenant.  In addition to all representations and
warranties, covenants and agreements set forth in the Company Security
Agreement, Company hereby:


 


(a)           Represents and warrants
that Schedule I attached hereto sets forth an accurate and complete list
of all patents owned by Company which are registered with the PTO as of the
date hereof; and


 


(b)           Agrees to promptly
notify the Administrative Agent in writing of any additional patents registered
with the PTO of which Company becomes the owner and to amend Schedule I
accordingly.


 


3.             No Present Assignment.  Neither
the Company Security Agreement, this Supplemental Patent Agreement nor any
other document, instrument or agreement creates or is intended to create a
present assignment of the Patent Collateral. 
Subject to the rights of the Administrative Agent under the Company Security
Agreement and this Supplemental Patent Agreement, it is the intention of the
parties hereto that Company continue to own the Patent Collateral and that upon
the indefeasible payment and performance in full of the Obligations, the rights
of the Administrative Agent under the Company


 


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Security
Agreement and this Supplemental Patent Agreement in and to the Patent
Collateral shall be released and terminated.


 


4.             Relationship to Security Agreement.  The
Patent Collateral shall constitute Company Collateral for all purposes of the
Company Security Agreement and the other Loan Documents and the Administrative
Agent shall have all rights, powers and remedies with respect to the Patent
Collateral to the same extent as they have with respect to other Company
Collateral.  Reference is hereby made to
the Company Security Agreement, the terms and conditions of which are
incorporated herein by this reference.


 


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IN WITNESS WHEREOF, this Supplemental Patent Agreement is made and dated
as of the date first written above.


 


	
   

  	
  DOLLAR FINANCIAL GROUP, INC.,

  a New York corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt, President and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  /s/ Alex Y. Kim

  	
   

  
	
   

  	
  Alex Y. Kim, Vice President

  



 


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SCHEDULE 1

TO SUPPLEMENTAL SECURITY AGREEMENT


(PATENTS)


 


None


 


5