Credit Services Agreement

Exhibit 10.1 CREDIT SERVICES AGREEMENT THIS CREDIT SERVICES AGREEMENT entered into this 25 th day of February, 2006, (as may be amended, modified or restated from time to time, this " Agreement" ), by and between TRUE FINANCIAL SERVICES, LP, a Texas limited partnership (" Lender" ), and ACE CREDIT SERVICES, LLC, a Texas limited liability company (" CSO" ), with an effective date (" Effective Date" ) as set forth below in Section 9(r). WHEREAS, Lender is permitted to extend credit to individuals for personal, family or household purposes (" Consumers" ), subject to applicable state and federal law and regulation; WHEREAS, CSO is or will be registered as a credit services organization under Chapter 393 of the Texas Finance Code to assist Consumers in obtaining an extension of consumer credit (" CSO Services" ); WHEREAS, in accordance with Lender' s established lending criteria as may be amended from time to time (" Lender' s Policies" ), Lender desires to extend credit to Consumers (" Loans" ); and WHEREAS, CSO desires to provide CSO Services to Consumers, including assisting Consumers in obtaining an extension of consumer credit from Lender; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, and intending to be legally bound, Lender and CSO (singularly a " Party" and together, the " Parties" ) agree as follows: (1) Lender' s Making of Loans; Marketing Materials. (a) Loans . Lender in its sole discretion shall determine all of the conditions, terms and features of the Loans, including loan amounts, fees and charges, interest rates, credit limits, credit standards and all other terms and conditions of the Loans. Notwithstanding the foregoing sentence, Lender shall have no right to determine the fees and other compensation to be paid to CSO by a Consumer in connection with the services provided by CSO to such Consumer. Subject to the terms of this Agreement, Lender agrees that it will make Loans based on Lender' s criteria to Consumers who submit an application through CSO and meet the credit standards set forth in Lender' s Policies from time to time. CSO shall either contact Lender directly or, in the alternative, use Teletrack, or another third-party underwriter designated by Lender, to obtain only " approvals" or " denials" for applications based on Lender' s Policies, including Lender' s underwriting criteria and scoring models. Neither Lender, nor CSO, nor their respective employees shall suggest to Consumers that Loans are made or approved by CSO. Except as expressly provided in this Agreement, Lender shall be the sole owner of all Loans made pursuant to this Agreement and CSO shall have no right, title or interest in such Loans. (b) Marketing . CSO shall (i) obtain Lender' s prior written consent to any brochures or other marketing materials (including scripts for television or radio advertisements) that are used to promote Loans offered by Lender or in any way refer to Lender (" Marketing Materials" ), which approval shall not be unreasonably withheld or delayed; and (ii) ensure that all Marketing Materials comply with all federal, state and local laws, including all statutes, regulations,


ordinances and judicial, regulatory and administrative interpretations thereof (" Applicable Laws" ); provided however, that the foregoing shall not apply to Marketing Materials that are provided by Lender. (2) CSO' s Services. (a) CSO Services Provided by CSO . CSO shall determine the Consumers to whom it desires to provide CSO Services and, in accordance with CSO' s procedures, enter into a signed, written agreement with each such Consumer regarding the CSO Services it will provide, a form of which CSO has provided to Lender (" CSO Agreement" ). The CSO Services may include all or some of the following services: (1) assisting Consumers in obtaining Loans from Lender in accordance with Lender' s Policies as adopted from time to time; (2) determining whether a Consumer satisfies CSO' s requirements for the issuance of a letter of credit, (3) issuing of a letter of credit to Lender on behalf of a Consumer to secure such Loan; (4) assisting Consumers in completing the Loan Documents (as that term is defined in Section 2(c)(iv) below); and (5) providing general written information to Consumers about improving their credit rating. CSO may (i) sell to Consumers goods or services other than the CSO Services listed in the foregoing sentence or (ii) modify the CSO Agreement, only with Lender' s prior written consent, which consent shall not be unreasonably withheld or delayed and shall be limited solely to the issue of whether the CSO and lending programs as modified comply with Applicable Law. Without limiting the foregoing, Lender may require CSO to obtain an update to the legal opinion provided under section 2(n) prior to implementation of any such modifications, which update shall be acceptable to Lender and its counsel and indicated that such modifications and all affected aspects of the CSO and loan programs comply with Applicable Laws. (b) No Ownership by Lender . It is expressly agreed that (i) Lender shall not hold any ownership or leasehold interest in any CSO center or any personal property located therein, except for Proceeds Drafts, Loan Documents, and payment instruments or cash reflecting Loan repayments as may be located at such centers from time to time, and (ii) no Lender employees shall work in any CSO center and Lender shall exercise no authority or control over CSO' s employees or methods of operation, except as set forth in this Agreement. (c) Servicing of Loan Applications . (i) CSO employees shall accept an information worksheet and appropriate documentation required by Lender from Consumers in order to complete an application in connection with a request for a Loan (" Application" ). CSO shall not discourage any prospective applicant from submitting an Application for a Loan from Lender. As part of the CSO Services, CSO shall provide reasonable assistance to each prospective applicant in completing an Application. All forms required by CSO for CSO Services shall be prepared by CSO. CSO shall not discriminate against any Consumer in the credit application process on any " prohibited basis," as such term is defined in the Federal Equal Credit Opportunity Act and Regulation B. CSO shall ensure that Applications for Loans are accepted only at CSO centers located in Texas and, except as provided in clause (ii) below, only from residents of Texas. (ii) If CSO obtains Lender' s prior written consent, which consent will not be unreasonably withheld, CSO may submit to Lender Applications from non-Texas residents who visit a CSO center in Texas and Lender shall provide Loans to such non-Texas residents subject to the credit standards set forth in the Lender' s Policies and the provisions of this Agreement. Without limiting the foregoing, Lender may require CSO to provide a legal opinion

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or an update to the legal opinion provided under Section 2(n) that is satisfactory to Lender regarding the application of Texas law to such transactions. (iii) Based upon the information provided by Consumers to Lender through CSO and such other credit-related information as obtained by CSO at the direction of Lender, as required by Lender' s Policies, Lender shall be solely responsible for determining whether to extend credit to Consumers. Subject to the terms of this Agreement, Lender shall extend credit to Consumers who meet Lender' s criteria and submit Applications through CSO. For any Consumer whose Application is rejected based upon Lender' s criteria, CSO shall provide to the Consumer, as Lender' s special, limited agent, an appropriately completed adverse action notice (" Adverse Action Notice" ) in the form specified by Lender. Along with the Loan Agreement (as that term is defined in Section 2(c)(iv) below), CSO shall provide to each Consumer, on behalf of Lender as Lender' s special, limited agent, a financial privacy disclosure (" Privacy Disclosure" ) in the form specified by Lender. The Parties acknowledge and agree that, pursuant to the requirements of Applicable Law, CSO may provide its own adverse action notice and financial privacy disclosure. CSO shall comply with Lender' s Privacy Disclosure (and any financial privacy disclosure that CSO provides) in performance of its services under this Agreement. (iv) Lender' s Loans hereunder shall be evidenced by a consumer loan agreement containing a waiver of jury trial and arbitration provision (the " Loan Agreement" ), which shall be signed by Lender with a computer-generated signature of an officer of Lender, any required disclosures and such other documentation as required by Lender. Forms of the Application, the Adverse Action Notice, the Loan Agreement and the Privacy Disclosure (collectively, the " Loan Documents" ) shall be provided to CSO. CSO, as Lender' s special, limited agent, shall complete the Loan Documents on behalf of Lender in accordance with the Lender' s Policies, a copy of which shall be provided to CSO. Lender will inform CSO in writing of any changes to the Loan Documents or Lender' s Policies at least thirty (30) days before they are adopted and/or implemented by Lender, unless such changes are mandated to be adopted and/or implemented earlier by Applicable Laws. CSO will not use any Loan Documents in connection with the Loans made by Lender other than Loan Documents approved in writing by Lender. (v) For each Loan to a Consumer, CSO as Lender' s special, limited agent shall: (A) obtain from the Consumer an executed Loan Agreement and such other documents as may be required by Lender pursuant to the Lender' s Policies and an authorization to debit the Consumer' s bank account via the Automated Clearinghouse System (the " ACH Authorization" ), which ACH Authorization shall be for the amount owing to the Lender as set forth in the Loan Agreement; (B) deliver to the Consumer a copy of the Loan Agreement, and any required disclosures, in accordance with Applicable Laws; and (C) upon receipt (and only upon receipt) of the signed Loan Agreement and ACH Authorization, deliver to the Consumer a draft, signed by Lender with a computer-generated signature of an officer of Lender for the principal amount of the Loan (the " Proceeds Draft" ). If funds are available, CSO may cash Lender' s Proceeds Draft for Consumer, at no cost to Consumer, at a CSO center. (d) Proceeds Drafts . As part of its obligations hereunder in connection with the Loans, CSO shall be solely responsible for the safe keeping and the proper preparation and distribution of Proceeds Drafts, ensuring that all such Proceeds Drafts are delivered to Consumers only as the result of Loans approved by Lender, are for the principal amount of the Loan, and delivered properly to Consumers. All of Lender' s Proceeds Drafts shall be maintained in a safe and secure place.

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(e) Collections on Loans . CSO shall accept payments on Loans from Consumers at its CSO centers if the payments are made in cash. In addition, CSO shall use commercially reasonable efforts to collect the Loans on behalf of Lender in accordance with the Lender' s Policies and all Applicable Laws (including the federal Fair Debt Collection Practices Act if it applies to CSO). Without limiting the foregoing, CSO shall maintain an ACH origination agreement with a member bank in the ACH Association and shall institute on Lender' s behalf an ACH debit to the Consumer' s deposit account for amounts owing to Lender if the Consumer does not make timely payment as required by the applicable Loan Agreement. Within one (1) business day after receiving any payment on a Loan in cash or receiving provisional credit for an ACH debit to a Consumer' s deposit account, CSO shall initiate an ACH transfer in the amount of such cash payment or provisional ACH credit to the deposit account of Lender in accordance with the requirements of Lender' s Policies. Payments by CSO to Lender upon receipt of a provisional credit for an ACH debit to a Consumer' s deposit account shall be provisional to Lender, on the condition of final payment to CSO for the ACH debit to the Consumer' s deposit account. Any cash payments received by CSO from a Consumer regarding a Loan, and the proceeds of any ACH debit to a Consumer' s deposit account, shall be held in trust by CSO as Lender' s special, limited agent for Lender' s benefit until funds are transferred to Lender' s deposit account by ACH transfer. CSO is authorized to issue payment receipts to Consumers on behalf of Lender for payments received. CSO shall not have authority to agree to any modification or amendment of any Loan Documents, or to waive or grant any exception to enforcement of the Loan Documents in accordance with their terms (including amounts payable thereon) except as expressly set forth in Lender' s Policies (which policies provide for a five (5) day forbearance period for Loans to certain Consumers). CSO, as Lender' s special, limited agent, shall continue to accept payments and otherwise collect on the Loans for up to thirty (30) days after termination of this Agreement if requested by Lender. (f) Document Retention . CSO as Lender' s special, limited agent shall maintain and retain the original of all Loan Documents (either in paper or, with Lender' s written consent, electronic format), except that CSO may retain copies of a Loan Document in lieu of the original if the Consumer is required to receive the original under Applicable Laws or with Lender' s prior written consent, for the period required by Applicable Laws, but not less than twenty-four (24) months. CSO also shall maintain copies of any Proceeds Drafts and ACH Authorizations for the same period of time. CSO shall provide Lender access to such documentation no later than five (5) business days after requested. The records and documentation maintained by CSO pursuant to this Agreement shall be maintained in a secure environment at all times and in compliance with Applicable Laws. (g) Letters of Credit . (i) In connection with each Loan to a Consumer, CSO shall issue and deliver to Lender a letter of credit in form and content reasonably satisfactory to Lender (each an, " Individual Letter of Credit" ) naming Lender as beneficiary in an amount equal to the outstanding balance of such Loan including interest payable thereon as of the stated maturity date of the Loan, plus the Letter-of-Credit Secured Portion of the NSF Fee (as determined in accordance with section 2(g)(v)). Lender shall have the right to draw on any Individual Letter of Credit up to the amount of such Individual Letter of Credit for any amount not paid on the related Loan with respect to principal, interest or the Letter-of-Credit Secured Portion of the NSF Fee, without regard to the reason that such amount is unpaid. CSO shall issue the Individual Letter of Credit to Lender, and shall deliver such Individual Letter of Credit to Lender in accordance with, and no later than the date specified in, the Lender Policies. The Parties agree that CSO may issue a letter of credit covering more than one Loan, in which case Lender shall have all the rights and

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CSO shall have all the obligations with respect to such letter of credit as the Parties would have if Individual Letters of Credit were issued for each Loan. (ii) Each Individual Letter of Credit shall contain an expiration date of one (1) year from the date of issuance, and may be cancelled only if (A) the Consumer has repaid to Lender the outstanding principal balance of the Loan, or (B) the CSO has made payment to Lender for the account of the Consumer pursuant to the terms of this Agreement. CSO shall pay to Lender within two (2) business days the principal amount of any Loan if the Consumer rescinds or cancels the CSO Agreement and does not repay such principal amount to Lender. CSO shall bear any loss on reversal of any ACH debits to the Consumer' s deposit account after expiration or cancellation of an Individual Letter of Credit. (iii) The terms of the Individual Letter of Credit and Lender' s Policies shall set forth the manner in which Lender is entitled to submit a draft under an Individual Letter of Credit for the principal, interest owing by the Consumer under the Loan Documents and the Letter-of-Credit Secured Portion of the NSF Fee and CSO shall pay Lender for such drafts. CSO agrees to provide Lender such information as Lender may reasonably request, and at such time and in such format as Lender may reasonably request, in order for Lender to be able to submit drafts under Individual Letters of Credit for amounts owing on the Loans. (iv) If Lender draws on an Individual Letter of Credit for amounts owing on a Loan, Lender' s interest in the related Loan shall be assigned automatically to CSO, without any representation or warranty, if CSO requests such an assignment in writing. CSO shall promptly remit to Lender the amount of any late fees, NSF fees or other amounts owing under the Loan that CSO receives from Consumer to the extent Lender has not received payment of such amounts as a result of its draw under the Individual Letter of Credit. (v) The " Letter-of-Credit Secured Portion of the NSF Fee" shall be determined for each Individual Letter of Credit issued during a calendar quarter based on the chart attached as Schedule 2(g) and the Applicable Percentage for the previous calendar quarter, where the " Applicable Percentage" is the aggregate dollar amount of principal and interest payable on all Loans on which Consumers actually paid NSF fees during such calendar quarter (excluding principal and interest on any Loan where Lender receives less than all of the NSF fees owed by the Consumer), divided by the aggregated dollar amount of principal and interest payable on all Loans with a due date in such calendar quarter, expressed as a percentage; provided, however, that it shall be three dollars ($3.00) for Individual Letters of Credit issued during the calendar quarter in which the Effective Date occurs. (h) Loan Renewals/Extensions . CSO shall not permit any extensions or rollovers in connection with a Loan, except in accordance with the express terms of Lender' s Policies. The Parties acknowledge that, to the extent an extension or rollover is permitted, the transaction will be documented as a new Loan and CSO will provide Lender with a new Individual Letter of Credit with respect to such new Loan. (i) Reports. During the term of this Agreement, each Party shall provide the other Party data submissions and reports reasonably required by the other Party for the purpose of maintaining effective internal controls and to monitor results under this Agreement, including the performance of the Loans and each Party' s obligations hereunder (" Program Administration" ). Such reports from CSO shall include, in a form agreed upon by Lender and CSO:

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(i) a weekly report showing Loans made, repaid and outstanding each day, all amounts delinquent on each Loan, a list of all Loans, the sum of all outstanding balances of all Loans and the sum of all amounts delinquent on all Loans, in a form agreed upon by Lender and CSO; and (ii) a monthly reconciliation report relating to all Loan origination, collection and other activities that CSO is required to perform for Lender under this Agreement. (j) Access to Centers, Books and Records and Employees . During the term of this Agreement, Lender, any regulatory agencies with regulatory authority over Lender and any of Lender' s internal or external auditors, shall have reasonable access upon prior written notice to CSO centers in Texas and, to the extent reasonably necessary, CSO' s corporate offices, and to the books and records of CSO and the officers, employees and accountants of CSO for the purpose of Program Administration. In particular, it is agreed that any regulatory authorities of Lender shall have the authority to conduct examinations of CSO, its employees, management and information systems in order to ensure compliance with Lender' s Policies and all Applicable Laws relevant to Lender and its operations. During the term of this Agreement CSO and any of its internal or external auditors shall have reasonable access to Lender' s books and records and the officers, employees and accountants for the purpose of Program Administration. (k) Special Agen t. In each and every instance, the acts that this Agreement authorizes CSO to perform for or on Lender' s behalf shall solely constitute CSO a special, limited agent of Lender to perform the duties and services set forth herein. In no event may CSO act as Lender' s general agent or represent to others that it may act as Lender' s general agent. (l) Commitment. During the term of this agreement, Lender shall have the right of first refusal to make Loans to ONE HUNDRED PERCENT (100%) of the Consumers to whom CSO provides CSO Services from its CSO centers in Texas as long as the aggregate amount owing on outstanding Loans (including principal, interest and fees) is less than or equal to TEN MILLION AND NO/100 DOLLARS ($10,000,000) and, after such aggregate amount exceeds TEN MILLION AND NO/100 DOLLARS ($10,000,000), Lender shall have the right of first refusal to make a Loan to FIFTY PERCENT (50%) of the Consumers to whom CSO provides CSO Services from its CSO centers in Texas. If CSO contracts with another lender to provide loans to Consumers to whom CSO provides CSO Services from its CSO centers in Texas, CSO shall not allocate applications between Lender and the other lender in a manner that favors the other lender in any way over Lender. Notwithstanding anything in this Agreement, Lender shall not be obligated to make a Loan pursuant to this Agreement if the aggregate amount owing on outstanding Loans (including principal, interest and fees) exceeds NINETEEN MILLION AND NO/100 DOLLARS ($19,000,000). For purposes of this subsection, the term " CSO" shall include any individual or legal entity that controls, is controlled by or is under common control with CSO. (m) Independence of CSO and Lender. It is the intention of CSO and Lender to comply with Applicable Laws and to operate independently of each other in their respective capacities as credit services organization and lender. In the event that either Party reasonably determines that any provision of this Agreement or any aspect of the program contemplated by this Agreement (the " Program" ) requires an act that Applicable Laws disallow in order for CSO and Lender to operate lawfully as an independent credit services organization and lender or otherwise causes a material risk of violating Applicable ...