Marketing and Servicing Agreement, as amended between Republic Bank & Trust Company and ACE Cash Express, Inc.

EXHIBIT  10.32

Marketing and Servicing Agreement, as amended between Republic Bank & Trust Company and ACE Cash Express, Inc.

February 24, 2006

Republic Bank & Trust Company

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx  00000-0000

Attention:  Xxxxxxx X. Xxxxxxxxx

Re:  Marketing and Servicing Agreement dated as of October 21, 2002, by and between Republic Bank & Trust Company and ACE Cash Express, Inc. (as amended, the “Agreement”)

Dear Xxxx:

Each undefined capitalized term used in this letter shall have the meaning ascribed to it in the Agreement. When countersigned, this letter will constitute an amendment to the Agreement, effective as of February 24, 2006.

Notwithstanding anything to the contrary contained in the Agreement and without any liability arising therefore, the parties to the Agreement hereby mutually agree that COMPANY and BANK shall cease offering TRANSACTIONS in the State of Texas as soon as practical in order to allow for store transition. COMPANY and BANK agree to reconcile and pay all amounts due on all Texas TRANSACTIONS, whether or not due or finally paid by CUSTOMERS, by March 31, 2006.

COMPANY and BANK further agree that COMPANY and BANK shall cease offering TRANSACTIONS in the States of Arkansas and Pennsylvania as of the close of business on June 30, 2006. COMPANY and BANK agree to reconcile and pay all amounts due on all Arkansas and Pennsylvania TRANSACTIONS, whether or not due or finally paid by CUSTOMERS, by July 31, 2006.

Please evidence your agreement with the foregoing by countersigning a copy of this letter and providing a countersigned copy to the undersigned at your earliest convenience.

			Sincerely,
			ACE CASH EXPRESS, INC.
			By:	/s/ Xxxxxx X.Xxxxx
			Xxxxxx X. Xxxxx, Senior Vice President and General Counsel
AGREED TO AND ACCEPTED BY:
REPUBLIC BANK & TRUST COMPANY
By:	/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx A, Xxxxxxxxx, SVP and General Counsel

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