Contract
Exhibit
10.19
[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.]
SECOND
AMENDMENT
TO
THE
MARKETING AND
ADMINISTRATIVE
SERVICES AGREEMENT
THIS
SECOND AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT,
hereinafter referred to as the “Second Amendment,” is effective on this --1st
day of November, 2004, by and between EDUCATION LENDING SERVICES, INC., a
Delaware corporation, formerly known as “Grad Partners, Inc.,” doing business as
the “Consolidation Assistance Program,” hereinafter referred to as “ELServices,”
having its principal place of business at 00000 Xxxx Xxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, and RELIANT PARTNERS LLC, a
California limited liability company, hereinafter referred to as “Marketer,”
having its business address as 00000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx X-0, Xxx
Xxxxx
Xxxxxxxxxx 00000.
RECITALS
WHEREAS,
ELServices 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, and Letter Agreement, executed
February 7, 2003, hereinafter, collectively referred to as the “Marketing
Agreement.”
WHEREAS,
ELServices and Marketer desire to extend the term of the Marketing Agreement
and
to further amend the Marketing Agreement to provide for the payment of a
Marketing Fee for completed FFELP PLUS loan (“PLUS Loan”), graduate Xxxxxxxx
loan (“Grad Loan”), and undergraduate Xxxxxxxx loan (“Undergrad Loan”)
(collectively referred to as “FFELP Loans”) applications generated by Marketer;
as a result of the marketing and administrative services performed by Marketer
under the terms of the Marketing Agreement.
WHEREAS,
ELServices desires Marketer to market on behalf of ELServices private
consolidation loans offered by ELServices, or its affiliates, (“Private
Consolidation Loans”) to current and prospective customers of Marketer in the
form of leads for Private Consolidation Loans; and
WHEREAS,
Marketer desires to market on behalf of ELServices the FFELP Loans,
Consolidation Loans, and Private Consolidation Loans offered by or through
ELServices, 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. TERM
AND
TERMINATION.
1.1 The
term
of the Marketing Agreement set forth in paragraph 5.1 therein is extended
through June 30, 2006, and shall be automatically extended for additional
one
(1) year periods thereafter unless either party gives written notice to
the
other party not later than sixty (60) days prior to the termination of
the
existing term of its intent not to extend the Agreement for an additional
one
(1) year period.
2. MARKETING
SERVICES.
2.1 The
word
“exclusively” in paragraph 1.1 of the Marketing Agreement is hereby removed
effective on the date of this Second Amendment.
2.2 Marketing
of FFELP Loans and Private Consolidation Loans.
In
addition to Consolidation Loans, Marketer shall market FFELP Loans and Private
Consolidation Loans to some or all of its current and prospective customers
utilizing its Website and direct marketing activities in accordance with
the
provisions of Section 1. of the Marketing Agreement, using the ELServices
affiliate’s lender name “Student Loan Xpress” as directed by ELServices.
Marketer shall provide the additional marketing, administration, and related
activities and/or services as set forth in Exhibit 1.2 attached hereto and
by
this reference made a part hereof.
3. COMPENSATION.
3.1 FFELP
Loans.
In
addition to the Marketing Fee payment for Completed Applications as set forth
in
the Marketing Agreement, ELServices shall pay Marketer a marketing and
administrative services fee (“FFELP Marketing Fee”) for each respective
Completed PLUS Loan, Grad Loan, and Undergrad Loan Application (as defined
in
paragraph 3.3 below) (collectively “Completed FFELP Applications”) as set forth
in Exhibit 2.1, as amended herein.
3.2 Private
Consolidation Loans.
ELServices
shall pay Marketer a “Marketing Fee” in the amount set forth in Exhibit 2.1, as
amended herein, for each funded Private Consolidation Loan (“Funded Private
Loan”), as defined in section 3.4 below resulting from the marketing,
administration, and related activities of Marketer as set forth in Exhibit
1.2.
3.3 Completed
FFELP Applications.
For
purposes of this Marketing Agreement, all compensation due Marketer for
Completed FFELP Applications shall be paid within thirty (30) days after
the end
of the prior calendar month during the term of this Agreement for which a
payment is due Marketer. Each monthly payment shall be accompanied by a report
indicating the number of Completed FFELP Applications received by ELServices
from the marketing and administrative activities of Marketer for the respective
prior calendar month period. For purposes of this Agreement, payment is not
due
Marketer for any Completed FFELP Application until ELServices receives written
confirmation from the guaranty/disbursement/funding reports received from
its
servicers and/or disbursers, or from those of an affiliate of ELServices,
in
accordance with the terms of those agreements, that a respective Completed
FFELP
Application received from Marketer by ELServices, or by its affiliate, has
been
certified by an educational institution and guaranteed by an authorized FFELP
guaranty agency.
2
3.4 Funded
Private Loans.
For
purposes of this Agreement, a “Funded Private Loan” for a Private Consolidation
Loan shall mean a private consolidation loan application received and processed
by ELServices or its third party lender wherein the third party lender has
funded the Private Consolidation Loan on behalf of a respective borrower.
All
compensation due Marketer for Funded Private Loans shall be paid within
forty-five (45) days after the end of the prior calendar quarter during the
term
of this Agreement for which a payment is due Marketer. Each quarterly payment
shall be accompanied by a report indicating the number of Funded Private
Loans
for which ELServices received payment from its third party lender resulting
from
the marketing and administrative activities of Marketer for the respective
prior
calendar quarter period.
4. MARKETING
AGREEMENT.
5.1 Wherever
in the Marketing Agreement there is a reference to Consolidation Loan(s)
or
Consolidation Loan Application(s), such reference shall now include the words
“FFELP Loan,” “FFELP Applications,” and “Private Loan Applications,”
respectively, where applicable.
5.2 Except
as
amended by this Second Amendment to the Marketing Agreement, the terms and
conditions of the Marketing Agreement, the First Amendment and Letter Agreement,
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 Second 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/ Xxxxxxx X. Xxxxx | By: /s/ Xxxxx X. Xxxxxxx | ||
|
XXXXXXX X. XXXXX
Executive Vice President and Secretary
|
XXXXX X. XXXXXXX
Sole Manager and
Member
|
3
EXHIBIT
“2.1”
MARKETING
FEES
(As
Amended Herein)
A. FFELP
MARKETING FEES
Beginning
on the effective date of this Second Amendment (i.e., November 1, 2004),
through
the term of the Marketing Agreement, ELServices shall pay Marketer a FFELP
Marketing Fee for each respective Completed FFELP Application (as defined
in
paragraph 3.3 above) as follows:
1. COMPLETED
FFELP APPLICATIONS:
A. PLUS
Loan Application. The
amount of [**] for Xxxxxx Xxx schools and [**] for non-Xxxxxx Mae schools.
No
FFELP Marketing Fee shall be paid Marketer for any Completed PLUS Loan
Application having a certified loan amount of less than FIVE THOUSAND AND
NO/100
DOLLARS ($5,000.00).
B. Graduate
Xxxxxxxx Loan Application. The
amount of [**] for Xxxxxx Mae schools and [**] for non-Xxxxxx Xxx schools.
No FFELP Marketing Fee shall be paid Marketer for any Completed Graduate
Xxxxxxxx Loan Application having a certified loan amount of less than FIVE
THOUSAND AND NO/100 DOLLARS ($5,000.00).
C. Undergraduate
Xxxxxxxx Loan Application. The
amount of [**] for both Xxxxxx Mae and non-Xxxxxx Xxx schools. No FFELP
Marketing Fee shall be paid Marketer for any Completed Undergraduate Xxxxxxxx
Loan Application having a certified loan amount of less than TWO THOUSAND
FIVE
HUNDRED AND NO/100 DOLLARS ($2,500.00).
2. FFELP
SERIAL LOANS:
For
each
subsequent PLUS Loan, Graduate Xxxxxxxx Loan, or Undergraduate Xxxxxxxx Loan
for
the same borrower for which Marketer received a Marketing Fee, ELServices
shall
pay the Marketer the respective Marketing Fees for that PLUS Loan, Graduate
Xxxxxxxx Loan, or Undergraduate Xxxxxxxx Loan as set forth in Paragraph 3.
above.
**
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.
4
EXHIBIT
“2.1”
MARKETING
FEES
(Continued)
|
3.
|
SUBSEQUENT
CONSOLIDATION LOAN PAYMENTS:
|
For
each
Completed Consolidation Loan Application (as defined in the Marketing Agreement)
resulting from the consolidation of an ELServices or an affiliate’s borrower’s
PLUS Loan, Graduate Xxxxxxxx Loan, Undergraduate Xxxxxxxx Loan, or consolidation
loan for which a Marketing Fee was received by Marketer, ELServices shall
pay
Marketer a Marketing Fee equal the consolidation loan Marketing Fee set forth
in
the Marketing Agreement, as amended, less the total
amount
received by the Marketer from ELServices or an affiliate for the respective
borrower’s PLUS Loan, Graduate Xxxxxxxx Loan, Undergraduate Xxxxxxxx Loan,
and/or prior consolidation loan to be consolidated by such
borrower.
4. TERMINATION
OF FFELP MARKETING FEE PAYMENTS:
Upon
thirty (30) days prior written notice to Marketer, ELServices shall have
the
right to terminate the continued receipt from Marketer of the respective
type of
Completed FFELP Applications as set forth below:
A. PLUS
Loan Application. If
the cumulative average loan balance of all Completed PLUS Loan Applications
received by ELServices from Marketer at the end of any calendar month during
the
term of the Marketing Agreement, as amended, is less than TEN THOUSAND AND
NO/100 DOLLARS ($10,000.00).
B. Graduate
Xxxxxxxx Loan Application. If
the cumulative average loan balance of all Completed Graduate Xxxxxxxx Loan
Applications received by ELServices from Marketer at the end of any calendar
month during the term of the Marketing Agreement, as amended, is less than
TEN
THOUSAND AND NO/100 DOLLARS ($10,000.00).
C. Undergraduate
Xxxxxxxx Loan Application. If
the cumulative average loan balance of all Completed Undergraduate Xxxxxxxx
Loan
Applications received by ELServices from Marketer at the end of any calendar
month during the term of the Marketing Agreement, as amended, is less than
THREE
THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($3,500.00).
5
EXHIBIT
“2.1”
MARKETING
FEES
(Continued)
B. COMPLETED
PRIVATE CONSOLIDATION LOANS
Each
Funded Private Consolidation Loan (as defined in the Agreement) shall be
paid to
Marketer by ELServices in accordance with the amount set forth in the following
chart:
|
Funded
Loan Amount
|
Royalty
Fee
(basis
points)
|
|
Up
to $10,000
|
[**]
bps
|
|
$10,001
- $15,000
|
[**]
bps
|
|
$15,001
- $25,000
|
[**]
bps
|
|
$25,001
- $50,000
|
[**]
bps
|
|
$50,001
- $75,000
|
[**]
bps
|
|
$75,001
- $100,000
|
[**]
bps
|
|
$100,001
- $150,000
|
[**]
bps
|
|
$150,001
- $250,000
|
[**]
bps
|
**
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.
6
