EXHIBIT 10.19
SUPPLEMENTAL SECURITY AGREEMENT
(Trademarks)
THIS SUPPLEMENTAL SECURITY AGREEMENT (the "Supplemental Trademark
Agreement") is made and dated this 18th day of December, 1998 by and between
DOLLAR FINANCIAL GROUP, INC., a New York corporation ("Borrower") and ▇▇▇▇▇
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 Credit Agreement dated as of
December 18, 1998 by and among Borrower, the Parent, the Administrative Agent,
the Arrangers, 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
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A. Pursuant to that certain Pledge and Security Agreement dated as of even
date herewith between Borrower and the Administrative Agent (the "Borrower
Security Agreement"), Borrower has granted to the Administrative Agent a first
priority perfected security interest in certain assets of Borrower, including,
without limitation, all patents, trademarks, service marks, trade names,
copyrights, goodwill, licenses and other intellectual property owned by Borrower
or used in Borrower's business.
B. The parties hereto desire to supplement the Borrower Security Agreement
as it relates to certain of such intellectual property consisting generally of
trademarks 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
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1. Confirmation of Grant of Security Interest. Borrower hereby confirms
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the grant of security interest, pledge, assignment and mortgage set forth in the
Borrower Security Agreement and acknowledges that the Borrower Collateral
described therein includes, without limitation, all of Borrower's right, title
and interest in the following (the "Trademark Collateral"):
(a) All trademarks, service marks, designs, logos, indicia,
tradenames, corporate names, company names, business names, fictitious business
names trade styles and other source, product and business identifiers pertaining
to the products, services and business of Borrower, whether now owned or
hereafter acquired, including, without limitation, the trademarks specifically
described on Schedule I attached hereto, as the same may be amended or replaced
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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 any items 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 trademark 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 conducted under
the name of or in connection with 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 ▇▇▇ or bring opposition or cancellation proceedings in the name
of Borrower or the Administrative Agent for past, present and future
infringements of any of the foregoing;
(j) All products and Proceeds of any of the foregoing.
2. Additional Representation and Warranty and Covenant. In addition to
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all representations and warranties, covenants and agreements set forth in the
Borrower Security Agreement, Borrower hereby:
(a) Represents and warrants that Schedule I attached hereto sets forth
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an accurate and complete list of all trademarks owned by Borrower 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 trademarks registered with the PTO of which Borrower becomes the
owner and to amend Schedule I accordingly.
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3. No Present Assignment. Neither the Borrower Security Agreement, this
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Supplemental Trademark Agreement nor any other document, instrument or agreement
creates or is intended to create a present assignment of the Trademark
Collateral. Subject to the rights of the Administrative Agent under the Borrower
Security Agreement and this Supplemental Trademark Agreement, it is the
intention of the parties hereto that Borrower continue to own the Trademark
Collateral and that upon the indefeasible payment and performance in full of the
Obligations, the rights of the Administrative Agent under the Borrower Security
Agreement and this Supplemental Trademark Agreement in and to the Trademark
Collateral shall be released and terminated.
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4. Relationship to Security Agreement. The Trademark Collateral shall
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constitute Borrower Collateral for all purposes of the Borrower Security
Agreement and the other Loan Documents and the Administrative Agent shall have
all rights, powers and remedies with respect to the Trademark Collateral to the
same extent as they have with respect to other Borrower Collateral. Reference
is hereby made to the Borrower Security Agreement, the terms and conditions of
which are incorporated herein by this reference.
EXECUTED this 18th day of December, 1998.
DOLLAR FINANCIAL GROUP, INC.,
a New York corporation
By:_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent
By:_______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
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SCHEDULE I
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List of Trademarks
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