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.] FOURTH AMENDMENT TO THE MARKETING AND...
Exhibit
10.21
[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.]
FOURTH
AMENDMENT
TO
THE
MARKETING
AND
ADMINISTRATIVE
SERVICES AGREEMENT
THIS
FOURTH AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT,
hereinafter referred to as the “Fourth Amendment,” is effective on this 1st day
of February, 2006, by and between STUDENT LOAN XPRESS, INC., a Delaware
corporation, hereinafter referred to as “SLX,”, having its principal place of
business at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
and
RELIANT PARTNERS LLC, a California limited liability company, hereinafter
referred to as “Marketer,” having its business address as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇-▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS
WHEREAS,
SLX 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,
as
amended by the Second Amendment, dated November 1, 2004, and as amended by
the
Third Amendment, dated April 1, 2005, hereinafter, collectively referred
to as
the “Marketing Agreement,” to grant exclusivity to SLX for a seventeen (17)
month period, to increase the Marketing Fee payment, to decrease the ABI,
and to
each year review performance and compensation.
WHEREAS,
SLX desires Marketer to exclusively market on behalf of SLX FFELP Loans,
Consolidation Loans and private Loan to Learn™ loans offered by SLX, 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 SLX the FFELP Loans,
Consolidation Loans, and Private Loan to Learn™ Loans offered by or through SLX,
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
1. MARKETING
SERVICES.
1.1 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 seventeen (17) month period, beginning on February 1, 2006 and expiring
on
June 30, 2007, 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.”
2. COMPENSATION
TO MARKETER.
2.1 Beginning
on the effective date of this Amendment through April 30, 2006, 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 [**], and thereafter,
shall be [**].
3. TERM
AND TERMINATION.
3.1 Paragraph
5.1 of Section 5 of the Marketing Agreement is hereby amended to June 30,
2007.
3.2 Paragraph
5.2 of Section 5 of the Marketing Agreement is hereby amended in its entirety
as
follows:
“5.2 At
the
end of any calendar quarter during the term hereof beginning on March 31,
2006,
the average loan balance of all Completed Applications received from Marketer
by
CAP for such quarter period is less than THIRTY-TWO THOUSAND FIVE HUNDRED
AND
NO/100 DOLLARS ($32,500.00);”
4. ASSIGNMENT.
4.1 Pursuant
to Paragraph 13.1 of Section 13 of the Marketing Agreement, effective January
31, 2006, ELServices ("Assignor") assigns, transfers, and sets over to SLX
("Assignee") all right, title and interest in and to the Marketing Agreement.
The Assignor warrants and represents that the Marketing Agreement is in full
force and effect and is fully assignable. SLX hereby assumes and agrees to
perform all obligations of the Assignor under the contract and guarantees
to
hold the Assignor harmless from any claim or demand made there
under.
**
CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
2
5. MARKETING
AGREEMENT.
5.1 Except
as
amended by this Fourth Amendment to the Marketing Agreement, the terms and
conditions of the Marketing Agreement, the First Amendment, the Letter
Agreement, the Second Amendment, and the Third Amendment shall remain in
full
force and effect between ELServices and Marketer and are incorporated herein
by
this reference.
IN
WITNESS THEREOF, the parties have executed this Fourth Amendment to the
Marketing and Administrative Services Agreement effective on the date first
set
forth above.
| ELServices: | Marketer: | ||
|
EDUCATION LENDING SERVICES,
INC.
a Delaware corporation
|
RELIANT
PARTNERS LLC
a California limited liability
company
|
||
| By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | By: /s/ ▇▇▇ ▇▇▇▇▇▇ | ||
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇. Executive Vice President and
Secretary
|
▇▇▇ ▇▇▇▇▇▇
Chief Operating
Officer
|
| SLX: | |||
|
STUDENT LOAN XPRESS, INC.
a Delaware corporation
|
|||
| By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇.
Executive Vice President and Secretary
|
3