Exhibit
10.11


 


SUPPLEMENTAL
SECURITY AGREEMENT


(Copyrights)


 


THIS SUPPLEMENTAL SECURITY AGREEMENT (the
“Supplemental Copyright 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
copyrights and to create hereby a document appropriate for recordation in the
Copyright Office of the United States (the “Copyright Office”).


 


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.  The
Company hereby confirms the grant of the 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
the Company’s right, title and interest in the following (the “Copyright
Collateral”):


 


(a)           All
copyrights of the Company, whether now owned or hereafter acquired, including,
without limitation, copyrights in the titles 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 copyright 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;


 


(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 goodwill associated with any of the
foregoing;


 


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


 


(i)            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 Copyright 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, the Company hereby:


 


(a)           Represents
and warrants that Schedule I attached hereto sets forth an accurate and
complete list of all copyrights owned by the Company which are registered with
the Copyright Office; and


 


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


 


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


 


4.             Relationship
to Security Agreement.  The
Copyright 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 Copyright 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.


 


2

















 


[Signature page
following]


 


3

















 


IN WITNESS WHEREOF, this Supplemental Copyright
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

  



 


4

















 


SCHEDULE 1

TO SUPPLEMENTAL SECURITY AGREEMENT


(COPYRIGHTS)


 


	
  Title of Work

  	
   

  	
  Registration
  Date

  	
   

  	
  Registration
  Number

  	
   

  
	
  Dollar Financial
  Group worldwide web site

  	
   

  	
  12/07/1999

  	
   

  	
  TX-5-134-391

  	
   

  



 


5