PATENT SECURITY AGREEMENT
Exhibit 10.6
Execution Version
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of May 18, 2011 is entered
into between MONEYGRAM INTERNATIONAL, INC., a Delaware corporation (“Grantor”), and BANK OF
AMERICA, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral
Agent”).
W I T N E S S E T H:
WHEREAS, Grantor has entered into that certain Credit Agreement dated as of even date herewith
by and among MoneyGram International, Inc. (“Holdco”), the Borrower, the Administrative
Agent and the financial institutions so designated on the Commitment Schedule thereto (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”);
WHEREAS, Grantor has entered into that certain Security Agreement of even date herewith (as
amended, restated, amended and restated, modified or supplemented from time to time, the
“Security Agreement”) with the Collateral Agent, for the benefit of the Secured Parties,
pursuant to which Grantor has granted to the Collateral Agent a security interest in substantially
all the assets of Grantor, including all right, title and interest of Grantor in, to and under all
now owned and hereafter acquired Patents, and all proceeds thereof, to secure the payment of the
Secured Obligations;
WHEREAS, capitalized terms used but not defined herein are used in the manner provided in the
Security Agreement and the Credit Agreement, as applicable;
WHEREAS, Grantor owns the registered and pending Patents listed on Schedule 1 annexed
hereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor does hereby grant to the Collateral Agent, for the benefit of the
Secured Parties, 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 “Patent Collateral”), whether presently existing or
hereafter created or acquired:
| (1) | each Patent, including without limitation, each registered and pending Patent referred to in Schedule 1 annexed hereto, together with any reissues, continuations or extensions thereof; and | ||
| (2) | all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent, including, without limitation, any registered and pending Patent referred to in Schedule 1 annexed hereto. |
The security interests are granted in furtherance, and not in limitation, of the security
interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the
Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of
Collateral Agent with respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event of any conflict
between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement
shall govern.
This Agreement shall be construed in accordance with and governed by the laws of the State of
New York.
Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in the foregoing paragraph. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
[Signature Page Follows]
2
IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be duly executed by
its duly authorized officer thereunto as of the date first written above.
| MONEYGRAM INTERNATIONAL, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President
and Chief Financial Officer |
|||
Acknowledged:
| BANK OF AMERICA, N.A., as
Collateral Agent for the benefit of the Secured Parties |
||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Managing Director | |||
[Signature Page to Patent Security Agreement]
Schedule 1
PATENTS:
| Title | Owner | Xxx. No. | Issue Date | Country | ||||||
Method and
Apparatus for
Money Transfer
|
MoneyGram International, Inc. | 7,461,776 | 12/9/2008 | USA | ||||||
Systems and
Methods for
Processing
Payments with
Payment Review
Features
|
MoneyGram International, Inc. | 7,680,737 | 3/16/2010 | USA | ||||||
Method and
Apparatus for
Money Transfer
|
MoneyGram International, Inc. | 7,798,397 | 10/21/2010 | USA | ||||||
Method and
Apparatus for
Distribution of
Money Transfers
|
MoneyGram International, Inc. | 7,878,393 | 2/1/2011 | USA | ||||||
Method and
Apparatus for
Money Transfer
|
MoneyGram International, Inc. | 7,258,268 | 8/21/2007 | USA | ||||||
PATENT APPLICATIONS:
| Patent Applications | Owner | App. No. | Filing Date | Country | ||||
Method and Apparatus for WIC
Payment Processing
|
MoneyGram International Inc. | 11/741,286 | 4/27/2007 | USA | ||||
Consumer Database Loyalty
Program for a Money Transfer
System
|
MoneyGram International, Inc. | 11/846,323 | 8/28/2007 | USA | ||||
Global Compliance Processing
System
|
MoneyGram International, Inc. | 11/874,694 | 10/18/2007 | USA | ||||
Agent Portal
|
MoneyGram International, Inc. | 12/257,120 | 10/23/08 | USA | ||||
Due Date Based Fee System
|
MoneyGram International, Inc. | 12/191,112 | 8/12/08 | USA | ||||
Retail Sale Money Transfer
System
|
MoneyGram International, Inc. | 12/650,209 | 12/30/09 | USA | ||||
Virtual Traveler’s Check
|
MoneyGram International, Inc. | 12/716,355 | 3/3/10 | USA | ||||
Systems & Methods for
Processing Payments with
Payment Review Feature
(cont.)
|
MoneyGram International, Inc. | 12/722,152 | 3/11/10 | USA | ||||
Receive Fraud Prevention
|
MoneyGram International, Inc. | 12/849,543 | 8/3/10 | USA | ||||
Method and Apparatus for
Money Transfer (cont. of
CIP)
|
MoneyGram International, Inc. | 12/870,934 | 8/10/10 | USA | ||||
Method and Apparatus for
Distribution of Money
Transfers (cont.)
|
MoneyGram International, Inc. | 13/017,477 | 1/31/11 | USA | ||||
Sending Money to An
Institution for the Benefit
of a Receiver
|
MoneyGram International, Inc. | 12/028,688 | 2/16/11 | USA | ||||
Chargeback Decisioning System
|
MoneyGram International, Inc. | 12/264,533 | 11/4/08 | USA |
