Exhibit 10.20
[CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED
AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.]
THIRD
AMENDMENT
TO
THE
MARKETING
AND
ADMINISTRATIVE SERVICES AGREEMENT
THIS THIRD AMENDMENT TO THE MARKETING AND
ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the
“Second Amendment,” is effective on this 1st day of
April, 2005, by and between EDUCATION LENDING SERVICES, INC., a
Delaware corporation, formerly known as “Grad Partners,
Inc.,” doing business as the “Consolidation Assistance
Program,” hereinafter referred to as
“ELServices,” having its principal place of business at
12760 High Bluff Drive, Suite 210, San Diego, California
92130, and RELIANT PARTNERS LLC, a California limited liability
company, hereinafter referred to as “Marketer,” having
its business address as 11526 Sorrento Valley Road, Suite A-1, San
Diego California 92121.
RECITALS
WHEREAS,
ELServices and Marketer desire to amend the Marketing and
Administrative Services Agreement between the parties, dated
December 1, 2001, as amended by the First Amendment, dated April 1,
2002, Letter Agreement, executed February 7, 2003, and as amended
by the Second Amendment, dated November 1, 2004, hereinafter,
collectively referred to as the “Marketing Agreement,”
to grant exclusivity to ELServices for one (1) year, to increase
the Marketing Fee payment, and to include privacy law, independent
contractor, and publicly trade company information.
WHEREAS,
ELServices desires Marketer to exclusively market on behalf of
ELServices FFELP Loans, Consolidation Loans and private Loan to
Learn™ loans offered by ELServices, or its affiliates,
(“Private Loan to Learn™ Loans”) to current and
prospective customers of Marketer in the form of leads for Private
Loan to Learn™ Loans; and
WHEREAS,
Marketer desires to exclusively market on behalf of ELServices the
FFELP Loans, Consolidation Loans, and Private Loan to Learn™
Loans offered by or through ELServices, or its affiliates, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties mutually agree as follows:
1.
MARKETING ACTIVITIES AND SERVICES .
1.1 As to the
List of Marketing Activities and Services, Exhibit 1.2 is amended
as set forth on Attachment “A” to this Third
Amendment.
2.1
Paragraph 1.1 of Section 1 of the Marketing Agreement is
hereby amended in its entirety as follows:
“1.1
Marketer shall exclusively market, for a one (1) year
period, beginning on April 15, 2005 and expiring on April 14, 2006,
to all of its current and prospective customers utilizing its
Website and direct marketing activities the FFELP Loans,
Consolidation Loans and authorized under Sections 427 and 428 of
the Higher Education Act of 1965, as amended (hereinafter referred
to as the “Act”), and Private Loan to Learn™
Loans that are offered by and meet ELService’s FFELP Loan,
Consolidation Loan, and Private Loan to Learn™ Loan criteria.
Marketer agrees that it will not use the loan applications of
ELServices or its affiliates for any FFELP Loan or Consolidation
Loan not meeting such loan criteria or for any other FFELP lender
during the term of this Agreement.”
3.
COMPENSATION TO MARKETER .
3.1
Beginning on the effective date of this Amendment, the amount
of the Marketing Fee set forth in Exhibit 2.1 attached to the
Marketing Agreement, for a compound Consolidation Loan Application
shall be [**].
3.2
Paragraph 3.4 of the Second Amendment to the Marketing
Agreement is hereby amended in its entirety as follows:
Funded
Private Loans . For
purposes of this Agreement, a “Funded Private Loan” for
a Private Loan to Learn ™ Loan shall mean a
private loan application received and processed by ELServices or
its third party lender wherein the third party lender has funded
the Private Loan to Learn ™ Loan on behalf of the
respective borrower. All compensation due Marketer for Funded
Private Loans shall be paid within forty-five (45) days
a
