exv10w1



 






EXHIBIT 10.1




SECOND AMENDMENT TO THE

MARKETING AND SERVICING AGREEMENT




     THIS SECOND AMENDMENT TO THE MARKETING AND SERVICING AGREEMENT dated as of September ___, 2003
(this “Amendment”) is an Amendment to the MARKETING AND SERVICING AGREEMENT effectively dated
October 21, 2003, as amended, by and between Republic Bank & Trust Company, a bank organized under
the laws of the state of Kentucky (the “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 in order to more fully
comply with the FDIC Guidelines for Payday Lending,



     NOW, THEREFORE, the parties hereby agree as follows:




Section 4, Company’s Services, (c), (iv) shall be amended to read in its entirety as
follows:



(iv) COMPANY shall (A) deliver a copy of the NOTE to the CUSTOMER; (B)
obtain from the CUSTOMER the executed NOTE; (C) obtain from CUSTOMER his
or her REPAYMENT CHECK dated the date of the TRANSACTION and made payable
to BANK; and (D) maintain of behalf of BANK, separate and apart from
COMPANY’S own assets and records, the REPAYMENT CHECK AND NOTE.
Additionally, on BANK’s behalf, COMPANY shall provide each APPLICANT with
a copy of BANK’s Privacy Notice in the form provided to COMPANY by BANK
which shall comply with all applicable law and regulation.




Section 4, Company’s Services, (e), (iv) shall be amended to read in its entirety as
follows:



(iv) The TRANSACTION DOCUMENTS shall be held by COMPANY on behalf of BANK,
pursuant to BANK’s record retention requirements, as more particularly set
forth in the BANK’s POLICIES attached hereto as EXHIBIT D and
incorporated herein by reference, and BANK has and shall continue to have
constructive possession and legal title to such documents, files and
records. At such time or times as BANK may reasonably request, and at
BANK’s cost, COMPANY shall promptly deliver all copies of TRANSACTION
DOCUMENTS to BANK at its headquarters or such other location or locations
as BANK shall direct. All such documents shall be maintained



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segregated from other books and records of COMPANY and otherwise in such a
manner as to facilitate their inspection by and delivery to BANK, if so
requested. In the event that the COMPANY becomes aware that the security
of the TRANSACTION DOCUMENTS is breached or COMPANY learns of the
unauthorized use of information contained in the TRANSACTION DOCUMENTS,
then COMPANY shall promptly notify BANK of such breach or unauthorized use
so that BANK shall be able to take any and all appropriate and necessary
action.




Section 4, Company’s Services, (e), (v) shall be amended to read in its entirety as
follows:



(v) During the term of this Agreement and at all times thereafter, BANK
and banking agencies with regulatory authority over BANK including, but
not limited to the FDIC and the Kentucky Department of Financial
Institutions shall have reasonable access to COMPANY stores, to the books
and records of COMPANY (to the extent that such books and records pertain
to the TRANSACTIONS), to the officers, employees and accountants of
COMPANY, and to copies of TRANSACTION DOCUMENTS, all for the purpose of
ensuring that COMPANY is carrying out BANK POLICIES and is otherwise
complying fully with its obligations under this Agreement as well as all
applicable laws and regulations. Such access shall include permission to
maintain employees on the premises of COMPANY or offices of COMPANY where
any information requested may be located during regular business hours in
order to audit COMPANY’s services contemplated by this Agreement and to
conduct reasonable on-site transaction testing and other reasonable
operational reviews. BANK agrees to provide COMPANY with reasonable
advance notice of the audit of any COMPANY store.




Section 4, Company’s Services, (e), (vii) shall be added to the Marketing Agreement and
shall read as follows:



(vii) COMPANY will notify BANK of any and all customer complaints
regarding the TRANSACTIONS, including complaints regarding collection
activities of COMPANY on behalf of the BANK, as well as how it recommends
handling and/or responding thereto; provided, however, that COMPANY shall
not be required to notify BANK of any customer complaint regarding service
or personnel issues pertaining to any COMPANY store. BANK will make
qualified personnel available to receive and respond to COMPANY’s
notifications to BANK during COMPANY’s normal business hours. BANK shall
approve, and advise COMPANY of, a course of action to handle each customer
complaint. COMPANY will handle each customer complaint in accordance with
BANK’s reasonable direction and advise BANK of all outcomes.



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Section 4, Company’s Services, (e), (viii) shall be added to the Marketing Agreement and
shall read as follows:




COMPANY will collect the customer identification (“CIP”) information that BANK
notifies COMPANY is required by the USA Patriot Act Section 326 and, to the extent
and in the manner o instructed by BANK, provide customers with adequate notice of
the CIP requirements prior to opening an account. CIP information includes name,
physical address, date of birth, and taxpayer identification number or other
un-expired government-issued photo identification number that allows COMPANY to
form a reasonable belief of (i.e., verify) the CUSTOMER’S true identity.
Verification constitutes a logical comparison of the photo ID’s location of
issuance, date of issuance, expiration date and reference number format to the
CUSTOMER’S characteristics (e.g. age, photo match, discrepancies in address, etc.),
as well as the standard format for the locale and/or state where the transaction is
taking place. COMPANY will maintain all records containing the required CIP
information along with specific reference to the type of unexpired
government-issued photo identification that the customer presents, including the
location of issuance, date of issuance, expiration date and reference number. The
records must be maintained for a period of 5 years from the date the CUSTOMER’S
account being closed, and be retrievable within 72 hours upon federal law
enforcement agency request. COMPANY will submit CUSTOMER information to BANK to
allow BANK to compare to any applicable list(s) provided by the federal government
under authority of the USA Patriot Act in accordance with BANK procedures.



     In the event of any conflict, inconsistency, or incongruity between the provisions of this
Amendment and any of the provisions of the Marketing Agreement, as previously amended, the
provisions of this Amendment shall in all respects govern and control.



     IN WITNESS WHEREOF, COMPANY and BANK, each intending to be legally bound hereby, have caused
this Amendment to be executed by its duly authorized officer as of the 30th of September, 2003.



	 	 	 	 	 
	REPUBLIC BANK & TRUST COMPANY	 	ACE CASH EXPRESS, INC.
	 
	 	 	 	 
	By:  
	/s/ Bill
Petter
	 	By:  	 
/s/ Michael J. Briskey

	 
	 	 	 	 
	Its: Executive Vice President

	 	Its: Vice President of Finance
	 
	 	 	 	 
	Date: September 30, 2003

	 	Date: September 30, 2003






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