EXECUTION COPY ASSET PURCHASE AGREEMENT AMONG FCC FINANCE LLC, FIRST CONSUMER CREDIT, INC., AND U.S. HOME SYSTEMS, INC

Exhibit 10.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

AMONG

FCC FINANCE LLC,

FIRST CONSUMER CREDIT, INC.,

AND

U.S. HOME SYSTEMS, INC.

Dated as of October 2, 2007

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of the 2nd day of October, 2007, by and among FCC FINANCE LLC, a Delaware limited liability company (“ Purchaser ”), FIRST CONSUMER CREDIT, INC., a Texas corporation (“ Seller ”), and U.S. HOME SYSTEMS, INC., a Delaware corporation and the parent corporation of Seller (“ Parent ”). Certain capitalized terms used herein are defined in Article 1 .

STATEMENT OF PURPOSE

WHEREAS, Purchaser wishes to purchase from Seller and Seller wishes to sell to Purchaser substantially all of the assets of Seller for the consideration and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Definitions . The following terms shall have the following meanings for the purposes of this Agreement:

“Affiliate” shall mean, with respect to any specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or under common control with, the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with” ) means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through ownership of voting securities or otherwise.

“Agreement” shall mean this Asset Purchase Agreement, including all exhibits and schedules hereto, as it may be amended from time to time.

“Assets” shall mean the following assets of Seller and the Subsidiaries, other than the Retained Assets:

(a) all of the tangible personal property of Seller and the Subsidiaries, including all machinery, equipment, supplies, spare parts, inventories, raw materials, vehicles, furniture, computers, computer software, computer data, office equipment, marketing materials and fixtures, including the tangible personal property set forth on Schedule 1.1(a) ;

(b) all Contracts entered into by Seller and the Subsidiaries (the “ Assumed Contracts ”), including the Assumed Contracts set forth on Schedule 1.1(b) ;

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(c) all Intellectual Property and all goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, all rights thereunder, remedies against infringement thereof and rights to protection of interest therein under Applicable Law, including the Intellectual Property set forth on Schedule 1.1(c) ;

(d) all accounts receivable of Seller and the Subsidiaries outstanding as of the Closing Date, including the accounts receivable set forth in Schedule 1.1(d) ;

(e) all prepaid items;

(f) all intangible property and goodwill of Seller and the Subsidiaries;

(g) all rights, claims, causes of action and suits that Seller or any Subsidiary may have against third parties relating to any of the foregoing; and

(h) all files, records, documents, data, plans, proposals, manuals, warranties, books and other documentation relating to any of the foregoing.

“Assumed Liabilities” shall have the meaning set forth in Section 2.4 .

“August 31 Balance Sheet” shall mean the unaudited consolidated balance sheet for Seller as of the close of business on August 31, 2007, prepared in accordance with GAAP and attached hereto as Schedule 1.1B .

“Business Day” shall mean any day of the year other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York generally are closed for business.

“Cash” shall mean the aggregate amount of cash and cash equivalents of Seller, net of checks and payments in transit and overdrafts, which are not subject to Liens or contractual or other legal restrictions, determined in accordance with GAAP nor set aside as reserves for “loss contingencies” under GAAP.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601, et seq.

“Closing” shall mean the consummation of the transactions contemplated herein in accordance with Article 8 .

“Closing Date” shall mean the date on which the Closing occurs or is to occur.

“Closing Payment” shall have the meaning set forth in Section 2.2 .

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

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“Confidential Information” shall mean all confidential information concerning Seller that (i) is not and has not become ascertainable or obtainable from public or published information, (ii) is not received from a third party, (iii) was not in Purchaser’s possession prior to disclosure thereof to Purchaser in connection with this Agreement, and (iv) was not independently developed by Purchaser.

“Contract” shall mean any contract, lease, commitment, understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond, right, warrant, instrument, plan, permit or license, whether written or verbal, which is intended or purports to be binding and enforceable.

“Contractor” shall have the meaning set forth in Section 3.25 .

“Deductible” shall have the meaning set forth in Section 9.8 .

“Dollars” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars.

“Environmental Law” shall mean any legal requirement that relates to the generation, storage, handling, discharge, emission, transportation, treatment or disposal of Hazardous Substances, toxic materials, or wastes or to the protection of human health and the environment, including CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Clean Water Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, and the Hazardous Material Transportation Act, in each case as amended, and the regulations implementing such acts and the state and local equivalent of such acts and regulations, and common law.

“Environmental Permit” shall mean any permit, license, approval, consent or other authorization required by or pursuant to any applicable Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Financial Statements” shall mean the unaudited financial statements of Seller as of December 31, 2005, and December 31, 2006, which are included in Schedule 1.1A , consisting of the consolidated balance sheets at such dates and the related consolidated statements of earnings for the periods then ended.

“GAAP” shall mean United States generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants, consistently applied throughout the periods involved.

“Governmental Authority” shall mean the government of the United States, or any foreign country, or any state or political subdivision thereof, and any entity, body or authority

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exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including other quasi-governmental entities established to perform such functions.

“Hazardous Substance” shall mean each substance identified as such under CERCLA, as well as any other substance or material meeting any one or more of the following criteria: (x) it is or contains a substance designated as a hazardous waste, solid waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law; (y) it is toxic, reactive, corrosive, ignitable, infectious, radioactive or otherwise hazardous; or (z) it is or contains, without limiting the foregoing, petroleum hydrocarbons.

“Indebtedness” shall mean (i) indebtedness of Seller for borrowed money (including the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and any prepayment penalties, make-whole or other similar amounts payable in connection with the repayment thereof on or prior to the Closing Date), other than checks and payments in transit and overdrafts, (ii) obligations of Seller evidenced by bonds, notes, debentures, funded letters of credit or similar instruments, (iii) obligations of Seller under conditional sale, title retention or similar agreements or arrangements creating an obligation of Seller with respect to the deferred purchase price of property (other than customary trade credit), (iv) obligations in respect of capitalized leases, (v) obligations under interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts and (vi) all obligations of Seller to guarantee any of the foregoing types of obligations on behalf of any Person other than Seller, in each case, whether or not reflected in the face or footnotes of a balance sheet prepared in accordance with GAAP.

“Indemnified Person” shall mean the Person or Persons entitled to, or claiming a right to, indemnification under Article 9 .

“Indemnifying Person” shall mean the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article 9 .

“Intellectual Property” shall mean any and all trademarks, tradenames, service marks, patents, copyrights (including any registrations, applications, licenses or rights relating to any of the foregoing), technology, trade secrets, inventions, know-how, designs, computer programs, processes, customer lists, contractor lists and all other intangible assets, properties and rights. “Seller’s Intellectual Property” shall mean any and all Intellectual Property used or usable by Seller in the conduct of its businesses.

“Interim Financial Statements” shall mean any financial statements delivered to Purchaser pursuant to Section 5.12 .

“Knowledge” of a Person shall mean the actual knowledge or awareness of such Person or of executive officers of such Person, or such knowledge or awareness as a prudent Person in such capacity would reasonably be expected to obtain after a reasonable investigation or due inquiry of personnel of Seller or Parent who would reasonably be expected to have relevant information.

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“Law” shall mean any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

“Licenses” shall mean all licenses, certificates, permits, franchises, rights, code approvals and private product approvals necessary or desirable for the operation of Seller’s business.

“Lien” shall mean any mortgage, lien (except for any lien for taxes not yet due and payable), charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance.

“Loss” or “Losses” shall mean any and all liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys’ fees and expenses and costs of investigation and litigation). In the event any of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses” shall include any and all attorneys’ fees and expenses and costs of investigation and litigation incurred by the Indemnified Person in enforcing such indemnity.

“Material Adverse Change” shall mean a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, financial condition of Seller or any Subsidiary which is materially adverse.

“Material Adverse Effect” shall mean an effect (or circumstance involving a prospective effect) on the business, operations, assets, liabilities, results of operations, cash flows or financial condition of Seller or any Subsidiary which is materially adverse.

“Operating Expenses” shall have the meaning set forth in Section 5.13 .

“Operating Shortfall Amount” shall have the meaning set forth in Section 5.13 .

“Parent Indemnified Parties” shall mean Parent, Seller and each of their respective Affiliates and their respective officers, directors, employees agents and representatives.

“Person” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, trust, association or other entity.

“Purchase Price” shall mean an amount equal to $2,550,000.00.

“Purchaser Indemnified Parties” shall mean each Purchaser and each of their respective Affiliates, and their respective officers, directors, employees, agents and representatives.

“Real Property” shall have the meaning set forth in Section 3.9 .

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“Related Agreements” shall mean the Transition Services Agreement. The Related Agreements executed by a specified Person shall be referred to as “such Person’s Related Agreements,” “its Related Agreements” or another similar expression.

“Retained Assets” shall have the meaning set forth in Section 2.4 .

“Retained Liabilities” shall have the meaning set forth in Section 2.4 .

“Subsidiaries” shall mean the Persons other than Seller set forth on Schedule 3.1 .

“Supplier” shall have the meaning given such term in Section 3.25 .

“Tax” or “Taxes” shall mean all taxes, charges, fees, duties, levies or other assessments, including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, employee’s income withholding, other withholding, unemployment and welfare taxes, which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto.

“Tax Return” shall mean any report, return or other information required to be supplied to a Governmental Authority in connection with any Taxes.

“Tax Statute of Limitations Date” shall mean the close of business on the 90 ^th day after the expiration of the applicable statute of limitations with respect to Taxes, including any extensions thereof (or if such date is not a Business Day, the next Business Day).

“Tax Warranties” shall mean the representations or warranties in Sections 3.17 and 3.20 .

“Termination Amount” shall have the meaning set forth in Section 6.12 .

“Title and Authorization Warranties” shall mean the representations or warranties in Sections 3.1(b) , 3.2 , 3.3 and 3.7 .

“Transition Services Agreement” shall mean the Transition Services Agreement in the form attached hereto as Schedule 6.7 .

ARTICLE 2.

SALE AND PURCHASE OF ASSETS

2.1 Sale and Purchase . On the Closing Date, Seller hereby agrees to sell to Purchaser all of the Assets, free and clear of all Liens, and Purchaser hereby agrees to purchase all such Assets.

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2.2 Payment of Purchase Price; Other Payments .

(a) On the Closing Date, in consideration for the Assets and the agreement of Seller pursuant to Section 5.1 , Purchaser shall pay to Seller the Purchase Price. In addition, on the Closing Date, Purchaser shall pay or cause to be paid to Seller an aggregate amount equal to the Estimated Operating Shortfall Amount plus the Estimated Termination Amount (collectively, with the Purchase Price, the “ Closing Payment ”). The Closing Payment shall be paid to Seller by wire transfer of immediately available funds to a bank account designated by Seller.

(b) Parent will, at least two (2) days prior to the Closing Date, provide to Purchaser its reasonable, good faith estimate of the Operating Shortfall Amount (as defined in Section 5.13 ) calculated as of the Closing Date (the “ Estimated Operating Shortfall Amount ”), together with reasonable supporting calculations and support therefor, and will consider such revisions thereto as are reasonably proposed by Purchaser. Purchaser will, at least two (2) days prior to the Closing Date, provide to Parent its reasonable, good faith estimate of the Termination Amount (as defined in Section 6.12 ) calculated as of the Closing Date (the “ Estimated Termination Amount ”), together with reasonable supporting calculations and support therefor, and will consider such revisions thereto as are reasonably proposed by Parent.

(c) Within twenty (20) days following the Closing Date, (i) Parent will prepare and deliver to Purchaser a calculation of the Operating Shortfall Amount as of the Closing Date, together with reasonable supporting calculations and support therefor, and (ii) Purchaser will prepare and deliver to Parent a calculation of the Termination Amount as of the Closing Date, together with reasonable supporting calculations and support therefor

(d) Parent’s calculation of the Operating Shortfall Amount and Purchaser’s calculation of the Termination Amount pursuant to Section 2.2(c) shall be final and binding on the parties unless the party to whom such calculation was delivered shall, within ten (10) days following its receipt thereof, deliver a written notice of objection (the “ Objection Notice ”) to the calculating party with respect to such calculation. Any Objection Notice shall specify in reasonable detail each disputed item with respect to the calculation (each, a “ Disputed Item ”) and describe in reasonable detail the basis for each Disputed Item, including the data that forms the basis thereof, as well as the amount in dispute. Notwithstanding the delivery of an Objection Notice, the calculations delivered pursuant to Section 2.2(c) shall be final and binding to the extent any item is not a Disputed Item. If an Objection Notice is delivered, the parties shall consult with each other with respect to the Disputed Items and attempt in good faith to resolve the dispute. The parties shall give each other and their respective accountants and other appropriate personnel such assistance and access to the assets and books and records and relevant personnel of the Parent, the Seller and Purchaser as they may reasonably request during normal business hours in order to enable them to review and confirm the respective calculations of the Operating Shortfall Amount and Termination Amount. If the parties are unable to reach agreement within fifteen (15) days after delivery of the Objection Notice, either Purchaser or Seller may refer any unresolved Disputed Items to an independent internationally recognized accounting firm acceptable to the Parties hereto (the “ Unrelated Accounting Firm ”). The Unrelated Accounting Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty (30) days of the Unrelated Accounting Firm’s engagement on the

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unresolved Disputed Items and to resolve only those issues of dispute set forth in the Objection Notice. The Unrelated Accounting Firm shall resolve such issues of dispute in accordance with U.S. GAAP. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Accounting Firm shall be borne by the non-prevailing party if and to the extent and the degree that the resolution validates the position of the prevailing party.

(e) If the Operating Shortfall Amount as calculated pursuant to Section 2.2(c) and (d)  is greater than the Estimated Operating Shortfall Amount, then Purchaser shall, subject to the limits in Section 5.13 , pay Seller an amount equal to the difference. If the Operating Shortfall Amount as calculated pursuant to Section 2.2(c) and (d)  is less than the Estimated Operating Shortfall Amount, then Seller shall pay Purchaser an amount equal to the difference. If the Termination Amount as calculated pursuant to Section 2.2(c) and (d)  is greater than the Estimated Termination Amount, then Purchaser shall pay Seller an amount equal to the difference. If the Termination Amount as calculated pursuant to Section 2.2(c) and (d)  is less than the Estimated Termination Amount, then Seller shall pay Purchaser an amount equal to the difference. Any amounts payable under this Section 2.2(e) shall be paid within ten (10) days following the final determination thereof pursuant to Section 2.2(c) and (d) , in immediately available funds.

2.3 Retained Assets . The Assets shall not include (a) Seller’s rights under this Agreement or any other agreement entered into in connection herewith; (b) the Termination Amount or the right to receive the Termination Amount; or (c) any of the assets, rights or properties of Seller described on Schedule 2.3 (the “ Retained Assets ”), all of which shall be retained by Seller.

2.4 Assumption of Liabilities . Purchaser will assume and thereafter in due course pay, perform, and discharge all liabilities and obligations of Seller arising out of, or incurred under, the terms of, or in connection with the Assumed Contracts solely to the extent arising after the Closing (the “ Assumed Liabilities ”). Except for the Assumed Liabilities, Purchaser shall not assume, take subject to or be liable for any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of Seller or any affiliate of Seller, including any liability for Taxes arising or accruing for periods prior to the Closing (the “ Retained Liabilities ”), and Seller shall retain, pay and perform all of such Retained Liabilities.

2.5 Procedures for Contracts Not Transferable . To the extent the assignment of any Assumed Contract and the related assumption by Purchaser of the obligations thereunder as contemplated hereby requires the consent of any third-party thereto and such consent is not obtained on or prior to the Closing Date, Purchaser and Seller agree to use their commercially reasonable efforts to obtain such consent within the thirty-day period following the Closing Date. To the extent any such required consent is not so obtained with respect to any Assumed Contract, Purchaser and Seller agree to use their commercially reasonable efforts to provide for Purchaser to obtain all of the practical benefit of the rights arising under such Assumed Contract on or after the Closing Date (whether by subcontracting or otherwise). To the extent Purchaser receives

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such practical benefit, Purchaser will assume and perform the obligations under such Assumed Contract in accordance with the provisions of Section 2.5 . To the extent Purchaser has not been provided with such rights and benefit on or before the thirtieth day following the Closing Date, the rights and benefits with respect to such Assumed Contract shall not be a Purchased Asset and the corresponding obligations and liabilities with respect to such Assumed Contract shall not be assumed by Purchaser pursuant to Section 2.5 , unless Purchaser and Seller agree otherwise in writing.

2.6 Allocation of Purchase Price . As promptly as practicable following the Closing, Purchaser shall cause to be prepared and deliver to Seller a schedule of its proposed allocation (the “ Allocation Schedule ”) for tax purposes of the Purchase Price among the Purchased Assets. The Allocation Schedule shall be conclusive and binding on Seller and Purchaser, unless Seller provides Purchaser with a notice of objection (the “ Objection Notice ”) within ten (10) days after Seller’s receipt of the Allocation Schedule, which notice shall state the allocation proposed by Seller (the “ Seller Allocation Schedule ”). Purchaser shall have five (5) days from receipt of the Objection Notice to accept or reject the Seller Allocation Schedule. The Seller Allocation Schedule shall be conclusive and binding on Seller and Purchaser unless Purchaser provides Seller with notice of objection within five (5) days after receipt of the Seller Allocation Schedule. In the event that Purchaser and Seller are unable to agree on an allocation after good faith negotiations, then Purchaser and Seller agree to be bound by an appraisal of such assets by an independent nationally recognized firm of valuation experts mutually acceptable to Seller and Purchaser. The cost of such appraisal shall be borne equally by Seller and Purchaser. Such appraisal shall be conclusive and binding for the purposes of this Section 2.6 on Seller and Purchaser. Purchaser and Seller shall revise such allocations in a fashion consistent with the agreed-upon allocation. Seller and Purchaser agree to file all income Tax Returns or reports, including without limitation IRS Form 8594, for their respective taxable years in which the Closing occurs, to reflect the agreed-upon allocation (as such schedule may be revised in accordance with this Section 2.6 ) and agree not to take any position inconsistent therewith before any governmental authority charged with the collection of any Tax or in any judicial proceeding.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller and Parent joint and severally represent and warrant to Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:

3.1 Due Incorporation; Subsidiaries .

(a) Each of Seller, Parent and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, with all requisite power and authority to own, lease and operate their respective properties and to carry on their respective businesses as they are now being owned, leased, operated and conducted. Each of Seller, Parent and the Subsidiaries are licensed or qualified to do business

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and are in good standing as foreign corporations in each jurisdiction where the nature of the properties owned, leased or operated by them and the businesses transacted by them require such licensing or qualification except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Seller or Parent. The jurisdiction in which Seller is incorporated and the jurisdictions in which each of the Subsidiaries are incorporated and licensed or qualified to do business as foreign corporations are set forth on Schedule 3.1 .

(b) Except as set forth on Schedule 3.1 , Seller has no direct or indirect subsidiaries, either wholly or partially owned, and Seller does not hold any direct or indirect economic, voting or management interest in any Person or directly or indirectly own any security issued by any Person.

(c) Schedule 3.1 contains an accurate description of the business carried on by each Subsidiary. True, correct and complete copies of the Certificate of Incorporation and Bylaws (or similar organizational instruments), as amended, and all minutes of all meetings (or written consents in lieu of meetings) of the Boards of Directors (and all committees thereof) and stockholders of Seller and each Subsidiary have been delivered to Purchaser and contain accurate minutes of all meetings of and accurate consents to all actions taken by the Boards of Directors (and all committees thereof) and stockholders since the formation of Seller and the Subsidiaries is reflected in such minutes and written consents.

3.2 Due Authorization .

(a) Seller has full power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and its Related Agreements have been duly and validly approved by the board of directors of Seller and no other actions or proceedings on the part of Seller are necessary to authorize this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Seller has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered its Related Agreements. This Agreement constitutes the legal, valid and binding obligation of Seller and Seller’s Related Agreements constitute the legal, valid and binding obligation of Seller, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

(b) Parent has full power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and its Related Agreements have been duly and validly approved by the board of directors of Parent and no other actions or proceedings on the part of Parent are necessary to authorize this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Parent has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered its

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Related Agreements. This Agreement constitutes the legal, valid and binding obligation of Parent and Parent’s Related Agreements constitute the legal, valid and binding obligation of Parent, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

3.3 Consents and Approvals; Authority Relative to this Agreement .

(a) Except as set forth on Schedule 3.3 , no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Seller or Parent of this Agreement and the execution, delivery and performance by Seller, Parent and the Subsidiaries of their respective Related Agreements or the consummation of the transactions contemplated hereby or thereby.

(b) Except as set forth on Schedule 3.3 , the execution, delivery and performance of this Agreement and the execution, delivery and performance by Seller, Parent and the Subsidiaries of their respective Related Agreements do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of Seller, Parent or any Subsidiary under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or any Subsidiary is a party or by which Seller, Parent or any Subsidiary or any of their respective assets or properties are bound, except as would not have a Material Adverse Effect; (iii) permit the acceleration of the maturity of any indebtedness of Seller, Parent or any Subsidiary or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the Certificate of Incorporation, charter, by-laws or similar organizational instruments of Seller, Parent or any Subsidiary respectively.

3.4 Intentionally Deleted .

3.5 Financial Statements; Undisclosed Liabilities .

(a) The Financial Statements and the August 31 Balance Sheet have been prepared in accordance with GAAP consistently applied and present fairly the consolidated financial position, assets and liabilities of Seller and the Subsidiaries as of the dates thereof and the consolidated revenues, expenses and results of operations of Seller and the Subsidiaries for the periods covered thereby. The Financial Statements and the August 31 Balance Sheet are in accordance with the books and records of Seller and the Subsidiaries, do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

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(b) Except as set forth in the August 31 Balance Sheet, Seller and the Subsidiaries have no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due.

(c) Seller is not a guarantor or otherwise responsible for any liability or obligation (including indebtedness) of any other Person.

3.6 No Material Adverse Effects or Changes . Except as listed on Schedule 3.6 , since December 31, 2006, neither Seller nor any Subsidiary has:

(a) suffered any Material Adverse Effect;

(b) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance);

(c) incurred any obligation or entered into any Contract (other than Contracts entered into by Seller pursuant to purchases of retail installment obligations made in the ordinary course of business) which either (x) required a payment by any party in excess of, or a series of payments which in the aggregate exceed, $50,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $50,000, or (y) has a term of, or requires the performance of any obligations by Seller or any Subsidiary over a period in excess of, six months;

(d) taken any action, or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice;

(e) sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties, except in the ordinary course of business and consistent with past practice;

(f) waived, released or cancelled any claims against third parties or debts owing to it, or any rights which have any value;

(g) made any changes in its accounting systems, policies, principles or practices;

(h) entered into, authorized, or permitted any transaction with Seller or any Affiliate of Seller;

(i) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or any other securities, or amended any of the terms of any such securities;

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(j) split, combined, or reclassified any shares of its capital stock, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeemed or otherwise acquired any securities of Seller or any Subsidiary;

(k) made any borrowings, incurred any debt (other than trade payables in the ordinary course of business and consistent with past practice), or assumed, guaranteed, endorsed (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any Indebtedness (other than trade payables and accrued expenses in the ordinary course of business and consistent with past practice);

(l) made any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary course of business and consistent with past practice;

(m) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement or entered into any contract, agreement, commitment or arrangement to do any of the foregoing;

(n) acquired, leased or encumbered any assets other than in the ordinary course of business and consistent with past practice;

(o) authorized or made any capital expenditures which individually or in the aggregate are in excess of $50,000;

(p) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes;

(q) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of liability against Seller or any Subsidiary or any of their respective directors, officers, employees or agents; or

(r) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.

3.7 Title to Assets . Except as disclosed on Schedule 3.7 , Seller is the owner of and has good and marketable title to the Assets, free and clear of any Lien. Seller has made adequate provisions for the release and/or satisfaction, as applicable, of all such Liens and other matters set forth on Schedule 3.7 prior to the Closing, and all such Liens and other matters shall be released or satisfied prior to the Closing.

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3.8 Condition and Sufficiency of Assets . All of the Assets are in good operating condition and repair (with the exception of normal wear and tear), and are free from defects other than such minor defects as do not interfere with the intended use thereof in the conduct of normal operations. On the Closing Date, Seller and the Subsidiaries own or have the right to use or employ all the assets, properties, rights, know-how, key personnel, processes and systems which are required for or currently used in connection with the operation of their respective businesses as they are presently conducted. Such assets, properties and rights, except for changes in the ordinary course of business since December 31, 2006, were sufficient to operate the business of Seller in the ordinary course of business and to produce the consolidated income for the fiscal year ended December 31, 2006, as shown on the income statement for that year set forth in Schedule 1.1A . Neither Seller nor any Subsidiary has any liabilities that are not directly related to, and that did not arise directly out of, the business of Seller or the Subsidiaries.

3.9 Real Property . Neither Seller nor any Subsidiary owns or has ever owned any real property. Schedule 3.9 includes a complete and accurate list of all the real estate held or used by Seller and the Subsidiaries (the “ Real Property ”), including leased Real Property (the “ Real Property Leases ”). All the Real Property Leases (including prime leases where Seller is a sublessor) are in full force and effect, valid and enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies. Neither Seller nor any Subsidiary has received any notice of any, and to the Knowledge of Seller and Parent there exists no, dispute, claim, event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default under any Real Property Lease (or any prime lease where Seller is a sublessor). All rent and other amounts due and payable with respect to the Real Property Leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Real Property Leases on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the Real Property Leases (including prime lessors where Seller is a sublessor) have consented or prior to Closing will have consented (where such consent is necessary) to the assumption by Purchaser of the Real Property Leases without requiring modification in the rights or obligations thereunder. Except as set forth in Schedule 3.9 , none of the Real Property Leases (or prime leases where Seller is a sublessor) are expected to expire or terminate during the year following the Closing Date. Except as set forth in Schedule 3.9 , there are no indications that the landlord with respect to any Real Property Lease (or prime lease where Seller is a sublessor) would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases that would not be material.

3.10 Intentionally Deleted .

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3.11 Compliance with Laws . Seller and each Subsidiary are, and at all times have been, in compliance in all material respects with all Laws applicable thereto, including the Truth in Lending Act, the Real Estate Settlement Procedures Act (RESPA), the Home Owners Equity Protection Act (HOEPA), the Home Mortgage Disclosure Act and all Laws relating to licensing, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy. Neither Seller nor any Subsidiary has ever received any notice or other communication (whether oral or written) from any governmental authority, governmental agency or any other Person regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, any applicable Law. Neither Seller nor any Subsidiary has ever conducted any internal investigation concerning any alleged material violation of any applicable Law (regardless of the outcome of such investigation).

3.12 Accounts Receivable and Advances . Schedule 3.12 contains a true and accurate schedule of all accounts receivable of Seller and the Subsidiaries (“ Accounts Receivable ”) and all loans and advances to third parties (“ Advances ”). Except as disclosed on Schedule 3.12 , (a) all Accounts Receivable are reflected properly on Seller’s books and records, (b) each Account Receivable that represents a retail installment obligation was purchased in the ordinary course of business and arose pursuant to an enforceable written Contract for a consumer loan, and Seller and the Subsidiaries have performed all of their obligations to purchase each such retail installment obligation, and (c) each Account Receivable or Advance is a valid receivable or Advance and is not, to the Knowledge of Seller and Parent, subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof.

3.13 Intellectual Property . Schedule 3.13 is a true and complete list of all of Seller’s Intellectual Property. Except as disclosed on Schedule 3.13 :

(a) Seller owns or has a valid license to use all Intellectual Property necessary to carry on its business as currently conducted free and clear of any and all Liens, except where the failure to own or have a valid license to use such Intellectual Property would not have a Material Adverse Effect;

(b) Seller has not interfered with, infringed upon, misappropriated, or violated any rights of third parties in any material Intellectual Property except as would not have a Material Adverse Effect on Seller, and during the past three (3) years, neither Seller nor Parent has received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party);

(c) none of Seller’s Intellectual Property has been or is the subject of any pending or threatened litigation or cla