Exhibit 10.87
Execution Version
AMENDED AND RESTATED JOINT MARKETING AGREEMENT
This AMENDED AND RESTATED JOINT MARKETING AGREEMENT (this "Agreement"),
effective as of July 1, 2015 ("Effective Date"), between Republic Bank & Trust
Company, a Kentucky banking corporation ("RB") and Elevate@Work, LLC, a Delaware
limited liability company ("E@W"). RB and E@W are individually referred to as a
"Party" and, collectively, the "Parties." Certain other capitalized terms used
herein shall have the meanings ascribed thereto in Exhibit A.
Recitals
WHEREAS, RB and E@W entered into the original Joint Marketing Agreement, dated
as of December 19, 2013;
WHEREAS, RB and E@W amended the original Joint Marketing Agreement on October
30, 2014;
WHEREAS, RB and E@W wish to amend and restate the Joint Marketing Agreement as
set forth in this Agreement;
WHEREAS, RB desires to extend certain unsecured, open-ended lines of credit
(each, an "Account") to consumers nationwide ("Borrowers");
WHEREAS, RB desires to engage E@W to provide marketing services as more
particularly described herein, to offer Accounts on RB's behalf upon the terms
and conditions stated herein; and
WHEREAS, RB and E@W agree that (a) E@W's services under this Agreement are
designed only to provide access to prospects to whom RB may offer an Account and
(b) RB retains the exclusive authority to determine whether to approve an
Account and all other business decisions inherent in offering and providing
Accounts and operating RB.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties
agree as follows:
Agreement
1.
RB Responsibilities.
(a) Offering of Accounts. RB may offer Accounts to Applicants (as defined in
Section 2(a)) who apply at one or more websites, call centers, direct mail or
other marketing channels operated or identified by E@W and approved by RB and
who meet applicable credit standards and other qualifications established by RB.
A general description of the Accounts and their features at the initiation of
the Program is set forth on Exhibit D. RB may change any of the features of the
Accounts including, without limitation, the branding of the Accounts, terms and
conditions applicable to the Accounts, fees charged to Borrowers, maximum amount
of credit lines, and underwriting criteria.
[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(b) Establishment of Accounts. RB or a Third Party Service Provider selected by
RB will set-up, activate and maintain the Accounts in accordance with applicable
Law and Program Guidelines, and in connection therewith, shall follow customary
procedures. Applicants (as defined in Section 2(a) below) shall be underwritten
in accordance with RB's credit policies as determined by RB from time to time,
which shall include, without limitation, specific criteria for determining a
Borrower's ability to repay an Account (including the Initial Advance and all
Subsequent Advances thereunder).
(c) Servicing of Accounts.RB will service, or arrange for