exv10w2



 






Exhibit 10.2




CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND

FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




June 15, 2005




County Bank

4200 Highway One

Rehoboth Beach, Delaware 19971-1140



Attention: Mr. David E. Gillan, Vice President




Re: Termination of Amended and Restated Nonexclusive Servicing and Indemnification Agreement

Dated June 14, 2002




Gentlemen:




     Reference is hereby made to the Amended and Restated Nonexclusive Servicing and
Indemnification Agreement between us dated June 14, 2002 (the “Agreement”). Unless the context
otherwise requires, capitalized terms used herein have the meanings ascribed to them in the
Agreement.



     As a result of impending changes to the business model under which Lender requires Servicer to
operate, both parties desire to terminate the Agreement, subject to the following terms and
conditions:



     1. Servicer will cease origination of Loans in accordance with a schedule to be determined in
consultation with Lender and will completely cease origination of new Loans not later than June 30,
2005. Servicer will continue to service existing Loans and related refinances until the respective
borrowers have either repaid their loans or are no longer eligible to refinance such loans.



     2. On July 27, 2005, Lender will sell, assign and transfer to Servicer, without recourse all
of Lender’s right, title and interest in and to all then outstanding delinquent or defaulted Loans
for which the Bank has made recovery through charges against the deferred portion of the earned and
accrued [**] Bonus pursuant to Section 2.04 of the Agreement for the total purchase
price of [**].



     3. On July 27, 2005, Lender will sell, assign and transfer to Servicer, without recourse, all
of Lender’s right, title and interest in and to all then outstanding current Loans for the total
purchase price of the [**].



     4. Notwithstanding the provisions of paragraphs 2 and 3 above, Lender will periodically sell,
assign and transfer to Servicer, without recourse, [**], all of
Lender’s right, title and interest in and to all then outstanding delinquent or defaulted loans for
which the Bank has not made recovery through charges against the
deferred portion of the earned and accrued [**] Bonus as of July 27, 2005 for the
purchase price per Loan [**].


 

 

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.

 









 









County Bank

June 15, 2005

Page 2



     5. The following matters relating to Servicer’s collection of Loans on and after the date
hereof shall be subject to Lender’s approval, which approval shall in each case not be unreasonably
conditioned, withheld or delayed: (a) the form and terms of any third-party servicing agreement to
be utilized by Servicer; and (b) any sale or assignment by Servicer to a third party of any
interest in the Loans, including the form and terms of an agreement related thereto. In connection
with and following any such sale, Servicer shall (and shall cause its Services and assignees to)
comply with Lender’s policies presently in effect regarding the collection of Loans.



     6. Except as otherwise provided in paragraphs 4 and 7 hereof, the parties will settle and pay
to each other all amounts on deposit, due or otherwise owing each other under the Agreement not
later than September 26, 2005.



     7. Notwithstanding paragraph 6, pursuant to and under the terms of Section 12 of the
Litigation Fund Agreement Servicer’s obligation under the Litigation Funds Agreement shall survive
termination of the Agreement.



     If after reading the foregoing, you find that this letter correctly sets forth our agreement
as written, please so indicate by signing a copy in the space provided below and returning it to me
by facsimile.


	 	 	 	 	 
	 	Very truly yours,



DOLLAR FINANCIAL GROUP, INC.

 	 
	 	By:  	/s/ Randall Underwood
 	 
	 	 	Randall Underwood 	 
	 	 	Its: Executive Vice President 	 
	 




Accepted and agreed to this

15th day of June, 2005:


	 	 	 	 
	COUNTY BANK

 	 
	By:  	 	/s/ David E. Gillan 	 
	 	 	David E. Gillan 
	 	 	Its: Vice President 




 

 

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.