Exhibit 10.16
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AMENDMENT NUMBER 1 TO
COLLECTION SERVICING AGREEMENT
This Amendment Number 1 to Collection Servicing Agreement (this "Amendment") is
made as of this 1st day of November, 2002, by and between Goleta National Bank,
a national banking association (the "Lender"), and Ace Cash Express, Inc., a
Texas corporation (in its capacity as Servicer, the "Servicer"), with regard to
the following:
A. The Lender and the Servicer entered into that certain Master Loan
Agency Agreement dated August 11, 1999, as amended by that
certain Amendment Number 1 to Master Loan Agency Agreement dated
March 29, 2001, and Amendment Number 2 to Master Loan Agency
Agreement dated June 30, 2001 (as so amended, the "Master
Agreement"), and contemporaneously with the execution of this
Amendment, they are amending the Master Agreement by that certain
Amendment Number 3 to Master Loan Agency Agreement of even date
herewith.
B. The Lender and the Servicer entered into that certain Collection
Servicing Agreement dated August 11, 1999 (the "Servicing
Agreement").
C. Section 10.1 of the Servicing Agreement permits the Lender and
the Servicer to amend the Servicing Agreement by a writing signed
by them.
D. The Lender and the Servicer wish to amend the Servicing Agreement
to provide for a more extended effectiveness of the Servicing
Agreement, as amended, after the expiration or termination of the
Master Agreement, as amended, and to clarify the obligation of
the Servicer to apply amounts received on any Loan after the
expiration or termination of the Master Agreement, as amended.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, the Lender and the Servicer hereby agree as
follows:
1. The fourth sentence of Section 2.1 of the Servicing Agreement is
amended to read as follows:
"This Agreement shall survive the expiration or termination of
the Master Agreement until no further Loans made by the Lender,
as contemplated by the Master Agreement, remain outstanding or
unpaid; however, Servicer shall remain liable thereafter for its
own negligence or willful misconduct, and that of its
subcontractors, delegates, agents and representatives, if any, to
the extent provided by the terms of this Agreement."
2. The last sentence of Section 5.1 of the Servicing Agreement is hereby
amended to read as follows:
"The Servicer, acting on behalf of the Lender, shall apply all
such money as provided in the Master Agreement or, if the Master
Agreement has expired or been terminated, as provided under the
terms of the Master Agreement in effect immediately preceding
that expiration or termination, except as the Lender and the
Servicer may otherwise agree."
3. Section 10.3 of the Servicing Agreement is hereby amended to
substitute "Suite 600" for "Suite 800," and "President and Chief
Operating Officer" for "Chief Financial Officer," in the address for
any notice, demand, certificate, request, or other communication to
the Servicer.
4. Except as set forth in this Amendment, all terms used herein that are
defined in the Servicing Agreement shall have the respective meanings
set forth in the Servicing Agreement.
5. Except as amended hereby, the Servicing Agreement is hereby affirmed
in its entirety.
6. This Amendment may be signed in counterparts with the same effect as
if both parties hereto had signed the same paper; all counterparts are
to be construed together as one and the same document.
IN WITNESS WHEREOF, the Lender and the Servicer have caused this Amendment to be
duly executed by their respective officers as of the date set forth in the first
paragraph hereof.
GOLETA NATIONAL BANK
By: /s/ Lynda Nahra
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ACE CASH EXPRESS, INC.
By:/s/ Jay B. Shipowitz
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