EXHIBIT 10.1


 


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:


 


1.                                       The Marketing
Agreement is hereby amended by deleting, in its entirety, the fourth recital
which reads as follows:


 


“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;”


 


2.                                       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:


 


“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.”


 


3.                                       Section 3(b) of
the Marketing Agreement is hereby amended to read in its entirety as follows:


 


“(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.”


 


4.                                       Section 3(c) of
the Marketing Agreement is hereby amended to read in its entirety as follows:


 


“(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 rights of COMPANY stated in paragraph 3(b) above. Any
sale, transfer or assignment by BANK of any TRANSACTIONS shall comply with
applicable law.”


 


5.                                       Section 5(c) of
the Marketing Agreement is hereby amended by adding a new Subsection (iii) thereto
which shall read in its entirety as follows:


 


“(iii) BANK shall not directly or indirectly
offer TRANSACTIONS to residents of the MARKET other than through COMPANY during
the term of this AGREEMENT.


 


6.                                       Section 5(d) of
the Marketing Agreement is hereby amended by adding a new Subsection (iv) thereto
which shall read in its entirety as follows:


 


“(iv) COMPANY agrees that, unless otherwise
required by any applicable law, rule or regulation or directed by any
regulatory agency or authority governing COMPANY, prior to offering any other
consumer loan product to a CUSTOMER in the MARKET, such CUSTOMER will first be
offered a TRANSACTION under this AGREEMENT, up to an aggregate principal amount
of TRANSACTIONS outstanding of $20 million.”


 


7.                                       Section 7(a) of
the Marketing Agreement is hereby amended by deleting the reference therein to “January 1,
2006” and replacing it with a reference to “January 1, 2008”.


 


8.                                       Section 7(g) of
the Marketing Agreement is hereby amended and restated to read in its entirety
as follows:


 


“(g) INTENTIONALLY OMITTED.”


 


9.                                       Section 7
of the Marketing Agreement is hereby amended by adding a new subsection (l)
thereto which shall read in its entirety as follows:


 


“(l)                               Change in
Circumstances.  If COMPANY can profitably
engage in deferred deposit transactions in any State within the MARKET
independent of BANK and any other bank (unless said other bank is subject to
federal rules or regulations affecting the deferred deposit transactions
that are less restrictive than those governing BANK and therefore also results
in more profit to COMPANY), then COMPANY, in its sole discretion upon sixty
(60) days notice to BANK, may elect to modify this AGREEMENT to remove such
State from


 





















 


the definition of MARKET; provided, however, the
effective date of any such modification shall be no earlier than (i) March 31,
2006, if the state to be removed is Texas, and (ii) January 1, 2006,
in all other instances.  In the event
COMPANY elects to modify this AGREEMENT to remove Texas from the MARKET
pursuant to the preceding sentence of this paragraph 7(l), because COMPANY
elects to act (or to have a separate subsidiary act) as a credit services
organization (a “CSO”) pursuant to Chapter 393 of the Texas Finance Code (the “CSO
Election”), then COMPANY shall give BANK written notice (the “Opportunity
Notice”) of the CSO Election and permit BANK the opportunity to offer and make
loans to COMPANY’s CSO customers who are Texas residents (i) at an
interest rate per annum no greater than the maximum rate set forth in Section 302.001
of the Texas Finance Code and (ii) for which COMPANY (or a separate
subsidiary of COMPANY) acts as a CSO (the “BANK CSO Opportunity”).   BANK must give written notice to COMPANY of
its election to accept or reject the BANK CSO Opportunity within ten (10) days
after the date of receipt of the Opportunity Notice.    If BANK fails to accept or reject the BANK
CSO Opportunity in a timely manner, the BANK CSO Opportunity shall be deemed to
have been rejected by BANK.”


 


10.                                 Exhibit A
of the Marketing Agreement is hereby amended by amending and restating
Subsections (d) and (f) therein to read in their entirety as follows:


 


“(d) INTENTIONALLY OMITTED


 


(f) INTENTIONALLY OMITTED”


 


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 26th of July, 2005.


 


 


	
  REPUBLIC BANK &
  TRUST COMPANY

  	
  ACE CASH
  EXPRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin Sipes

  	
   

  	
  By:

  	
  /s/ Walter Evans

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  EVP &
  CFO

  	
   

  	
  Its:

  	
  SVP &
  GC

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  7/26/2005

  	
   

  	
  Date:

  	
  7/26/2005