THIRD AMENDMENT TO
THE
MARKETING AND SERVICING AGREEMENT
THIS THIRD
AMENDMENT TO THE MARKETING AND SERVICING AGREEMENT dated as of
July 26, 2005 (this “Amendment”) is an Amendment
to the MARKETING AND SERVICING AGREEMENT effectively dated
October 21, 2002, as amended, by and between Republic Bank
& Trust Company, a bank organized under the laws of the state
of Kentucky (“BANK”), and ACE Cash Express, Inc., a
Texas corporation (“COMPANY”).
WHEREAS, BANK and
COMPANY have previously entered into that certain MARKETING AND
SERVICING AGREEMENT dated as of October 21, 2002, as amended,
(the “Marketing Agreement”); and
WHEREAS, BANK and
COMPANY desire to amend the Marketing Agreement.
NOW, THEREFORE,
the parties hereby agree as follows:
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1.
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The
Marketing Agreement is hereby amended by deleting, in its entirety,
the fourth recital which reads as follows:
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“WHEREAS, COMPANY agrees that
BANK shall have the first and exclusive right to all TRANSACTIONS
originated in the MARKET by COMPANY stores up to a maximum of $14
million, exclusive of TRANSACTIONS rejected by the BANK, at such
time when COMPANY, using commercially reasonable efforts, is able
to terminate COMPANY’S arrangements existing on the date
hereof to offer and provide TRANSACTIONS or any product that is the
same or substantially similar to the TRANSACTIONS within the
MARKET;”
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2.
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Section 3(a) of the Marketing
Agreement is hereby amended by adding a sentence at the end thereof
which shall read in its entirety as follows:
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“BANK may also reject any
TRANSACTION if, after giving effect to such TRANSACTION, the
aggregate principal amount then outstanding of all TRANSACTIONS
entered into in connection with this AGREEMENT would exceed
$20 million.”
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3.
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Section 3(b) of the Marketing
Agreement is hereby amended to read in its entirety as
follows:
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“(b) COMPANY acknowledges that
all rights of ownership in the TRANSACTIONS and the TRANSACTION
DOCUMENTS are and remain the sole property of BANK, and COMPANY
shall have no ownership rights to such TRANSACTIONS or TRANSACTION
DOCUMENTS during the term of this AGREEMENT, except that COMPANY
shall have a right of first refusal to purchase any TRANSACTION and
the associated TRANSACTION DOCUMENTS with regard to any TRANSACTION
in default by the CUSTOMER and with respect to which COMPANY has
otherwise satisfied its obligations owing to BANK pursuant to this
AGREEMENT.”
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4.
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Section 3(c) of the Marketing
Agreement is hereby amended to read in its entirety as
follows:
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“(c) In its sole discretion,
BANK may sell, transfer, grant an interest in, or otherwise assign
any TRANSACTION, or any portion of any TRANSACTION, to a third
party or parties, subject to the provisions and prior
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