Exhibit 10.10


 


SUPPLEMENTAL SECURITY AGREEMENT


(Trademarks)


 


THIS SUPPLEMENTAL SECURITY AGREEMENT (the
“Supplemental Trademark 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, 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
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


 


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 “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 Company, 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 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 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;


 


(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 Trademark 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 trademarks 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
trademarks 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 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
Company Security Agreement and this Supplemental Trademark Agreement, it is the
intention of the parties hereto that Company 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


 


2

















 


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


 


4.             Relationship to Security Agreement.  The
Trademark 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 Trademark 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.


 


[Signature page
following]


 


3

















 


IN WITNESS WHEREOF, this Supplemental Trademark
Agreement is executed 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


(TRADEMARKS)


 


	
  Properties

  	
   

  	
  Registration Number

  	
   

  	
  Registration Date

  	
   

  
	
  FE Financial
  Exchange Company and Design

  	
   

  	
  1,474,471

  	
   

  	
  01/26/88 (Renewed 08/94)

  	
   

  
	
  QWICASH and
  design

  	
   

  	
  1,667,837

  	
   

  	
  12/10/91 (Renewed 04/24/01)

  	
   

  
	
  QWICASH

  	
   

  	
  1,666,938

  	
   

  	
  12/03/91 (Renewed 02/13/97)

  	
   

  
	
  Check Mart

  	
   

  	
  1,409,831

  	
   

  	
  09/16/86 (Renewed 03/18/92)

  	
   

  
	
  Cash ‘Til Payday

  	
   

  	
  1,987,764

  	
   

  	
  07/16/96 (Renewed 09/11/01 (Supplemental register)

  	
   

  
	
  Cash ‘Til Payday

  	
   

  	
  2,606,704

  	
   

  	
  08/13/02 (Principal register)

  	
   

  
	
  AnyKind Check
  Cashing Centers and design

  	
   

  	
  1,880,058

  	
   

  	
  02/21/95 (Renewed 08/24/00)

  	
   

  
	
  Circular ANY
  KIND design

  	
   

  	
  1,885,277

  	
   

  	
  03/21/95 (Renewed 08/16/00)

  	
   

  
	
  Any Kind

  	
   

  	
  1,792,920

  	
   

  	
  09/14/93 (Renewed 03/06/99)

  	
   

  
	
  Almost A Banc

  	
   

  	
  1,840,868

  	
   

  	
  06/21/94 (Renewed 12/11/00)

  	
   

  
	
  Loan Mart

  	
   

  	
  2,192,247

  	
   

  	
  09/29/98 (Renewed 09/30/03)

  	
   

  
	
  Money Mart

  	
   

  	
  2,244,158

  	
   

  	
  05/11/99

  	
   

  
	
  Money Mart
  Express

  	
   

  	
  2,700,559

  	
   

  	
  03/25/03

  	
   

  
	
  Money Saver RX
  Health Card

  	
   

  	
  2,413,903

  	
   

  	
  12/19/00

  	
   

  



 


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