Unassociated Document


    EXHIBIT
10.10

      UNITED
STATES OF AMERICA

      DEPARTMENT
OF THE TREASURY

      COMPTROLLER
OF THE CURRENCY

      


      
        
          	
                  In
      the Matter of:

                  T
      Bank, National Association

                  Dallas,
      TX

                	
                  )

                  )

                  )

                	
                   

                  AA-EC-09-104

                


        

      

      


      CONSENT
ORDER FOR A CIVIL MONEY PENALTY

      


      The
Comptroller of the Currency of the United States of America (“Comptroller”),
through his National Bank Examiner, has examined the affairs of T Bank, National
Association, Dallas, Texas (“Bank”).

       

      The Bank,
by and through its duly elected and acting Board of Directors (“Board”), has
executed a “Stipulation and Consent to the Issuance of a Consent Order for a
Civil Money Penalty,” dated April 15, 2010, that is accepted by the
Comptroller.  By this Stipulation and Consent, which is incorporated
by reference, the Bank has consented to the issuance of this Consent Order for a
Civil Money Penalty (“Order”) by the Comptroller.

       

      The Bank,
by and through its Board, has also executed an Agreement by and between the Bank
and the Comptroller, dated April 15, 2010.

      


      Article I

       

      COMPTROLLER’S
FINDINGS

      


      The
Comptroller finds, and the Bank neither admits nor denies, without any
adjudication on the merits, the following:

       

      (1)          The
Bank maintained account relationships for Giact Systems, Inc. (“Giact”), a
third-party payment processor for certain telemarketers and internet merchants
that also had account relationships at the Bank (collectively, “the
merchants”).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (2)          As
part of its business activities, Giact collected consumer bank account
information from the merchants and used it to create remotely created checks
(“RCCs”), demand drafts, or other similar instruments that were deposited into
the merchants’ accounts at the Bank.

       

      (3)          A
substantial number of the RCCs, demand drafts, or other similar instruments
created by Giact and deposited at the Bank on behalf of the merchants were
returned to the Bank, by or on behalf of consumers, for a number of reasons,
including that consumers had not authorized the funds to be taken from their
accounts.

       

      (4)         In
connection with its handling of the account activities of Giact and the
merchants, the Bank engaged in unfair practices in violation of Section 5 of the
Federal Trade Commission Act, 15 U.S.C. Section 45(a)(1), and unsafe or unsound
practices, including:

       

      
        
          	
                   
      

                	
                  (a)

                	
                  inadequate
      due diligence prior to opening the accounts;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (b)

                	
                  inadequate
      monitoring of the rates of return on the RCCs, demand drafts, and other
      similar instruments deposited into the accounts; and

                
	 	 	 


        

      

      
        	
                 
      

              	
                (c)

              	
                inadequate
      policies, procedures, systems, and controls relating to the Bank’s
      relationship with the merchants.

              


      

       

      (5)         The
Bank’s handling of the account activities of Giact and the merchants resulted in
financial gain to the Bank in the form of fee income from the payment processor
and the merchants on returned items.

      


      Article
II

       

      ORDER FOR A
CIVIL MONEY PENALTY

       

      (1)          Without
admitting or denying any wrongdoing, the Bank hereby consents to the payment of
a civil money penalty in the amount of one hundred thousand dollars ($100,000),
which shall be paid upon execution of this Order.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        
          	
                	
                  (a) 

                	
                  If
      a check is the selected method of payment, the check shall be made payable
      to the Treasurer of the United States and shall be delivered to:
      Comptroller of the Currency, P.O. Box 979012, St. Louis, Missouri
      63197-9000.

                
	 	 	 


        

      

      
        	
              	
                (b) 

              	
                If
      a wire transfer is the selected method of payment, it must be sent to the
      Comptroller’s account #2071-0001, ABA Routing #
  021030004.

              


      

      
        
          	 	 	 
	
                	
                  (c) 

                	
                  A
      photocopy of the payment document or confirmation of the wire transfer
      shall be sent immediately, by overnight delivery, to the Director of
      Enforcement and Compliance, Office of the Comptroller of the Currency, 250
      E Street SW, Washington, DC
20219.

                


        

      

       

      (2)          This
Order shall be enforceable to the same extent and in the same manner as an
effective and outstanding order that has been issued and has become final
pursuant to 12 U.S.C. §§ 1818(h) and (i) (as amended).

      


      Article
III

       

      CLOSING

       

      (1)          It
is expressly and clearly understood that if, at any time, the Comptroller deems
it appropriate in fulfilling the responsibilities placed upon him by the several
laws of the United States of America to undertake any action affecting the Bank,
nothing in this Order shall in any way inhibit, estop, bar or otherwise prevent
the Comptroller from so doing.

       

      (2)          This
Order is intended to be, and shall be construed to be, a final order issued
pursuant
to 12 U.S.C. § 1818(i)(2), and expressly does not form, and may not be
construed to form, a contract binding on the Comptroller or the United
States.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (3)          The
terms of this Order, including this paragraph, are not subject to amendment or
modification by any extraneous expression, prior agreements or prior
arrangements between the parties, whether oral or written.

      


      IT IS SO
ORDERED, this 15th day of April 2010

      


      
        
          
            	/s/
      Gil Barker	 	
                    April
      15, 2010

                  
	
                    Gil
      Barker

                    Deputy
      Comptroller

                    Southern
      District

                  	 	 
      


          

        

      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      UNITED
STATES OF AMERICA

      DEPARTMENT
OF THE TREASURY

      COMPTROLLER
OF THE CURRENCY

      


      
        
          	
                  In
      the Matter of:

                  T
      Bank, National Association

                  Dallas,
      TX

                	
                  )

                  )

                  )

                	
                   

                  AA-EC-09-104

                


        

      

      


      STIPULATION
AND CONSENT TO THE ISSUANCE

      OF
A CONSENT ORDER FOR A CIVIL MONEY PENALTY

      


      The
Comptroller of the Currency of the United States of America (“Comptroller”)
intends to initiate a civil money penalty proceeding against T Bank, National
Association, Dallas, Texas (“Bank”) pursuant to 12 U.S.C. § 1818(i)
for unsafe or unsound banking practices and violations of law relating to the
Bank’s relationships with telemarketers and internet merchants (collectively,
“the merchants”), and Giact Systems, Inc., a third party payment processor for
the merchants.

       

      The Bank,
in the interest of compliance and cooperation, consents to the issuance of a
Consent Order for a Civil Money Penalty, dated April 15, 2010
(“Order”);

       

      In
consideration of the above premises, the Comptroller, through his authorized
representative, and the Bank, through its duly elected and acting Board of
Directors, hereby stipulate and agree to the following:

      


      Article
I

       

      JURISDICTION

       

      (1)         The
Bank is a national banking association chartered and examined by the Comptroller
pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1
et seq.

       

      (2)         The
Comptroller is “the appropriate Federal banking agency” regarding the Bank
pursuant to 12 U.S.C. §§ 1813(q) and 1818(i).


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      


      (3)         The
Bank is an “insured depository institution” within the meaning of 12 U.S.C.
§ 1818(i).

       

      Article
II

       

      AGREEMENT

       

      (1)         The
Bank, without admitting or denying any wrongdoing, hereby consents and agrees to
the issuance of the Order by the Comptroller.

       

      (2)         The
Bank further agrees that said Order shall be deemed an “order issued with the
consent of the depository institution” as defined in 12 U.S.C.
§ 1818(h)(2), and consents and agrees that said Order shall become
effective upon its issuance and shall be fully enforceable by the Comptroller
under the provisions of 12 U.S.C.
§ 1818(i).  Notwithstanding the absence of mutuality of
obligation, or of consideration, or of a contract, the Comptroller may enforce
any of the commitments or obligations herein undertaken by the Bank under his
supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of
contract law.  The Bank expressly acknowledges that neither the Bank
nor the Comptroller has any intention to enter into a contract.

       

      (3)         The
Bank also expressly acknowledges that no officer or employee of the Comptroller
has statutory or other authority to bind the United States, the U.S. Treasury
Department, the Comptroller, or any other federal bank regulatory agency or
entity, or any officer or employee of any of those entities to a contract
affecting the Comptroller’s exercise of his supervisory
responsibilities.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

      


      Article
III

       

      WAIVERS

       

      (1)         The
Bank, by signing this Stipulation and Consent, hereby waives:

       

      
        
          	
                	
                  (a) 

                	
                  the
      issuance of a Notice of Charges pursuant to 12 U.S.C.
      § 1818(b);

                
	 	 	 


        

      

      
        
          	
                	
                  (b) 

                	
                  all
      rights to a hearing and a final agency decision pursuant to 12 U.S.C.
      § 1818(i), 12 C.F.R. Part 19

                
	 	 	 


        

      

      
        
          	
                	
                  (c) 

                	
                  all
      rights to seek any type of administrative or judicial review of the
      Order;

                
	 	 	 


        

      

      
        
          	
                	
                  (d) 

                	
                  any
      and all rights to challenge or contest the validity of the Order;
      and

                
	 	 	 


        

      

      
        	
              	
                (e) 

              	
                any
      and all claims for fees, costs or expenses against the Comptroller, or any
      of its agents or employees, related in any way to this enforcement matter
      or this Order, whether arising under common law or under the terms of any
      statute, including, but not limited to, the Equal Access to Justice Act, 5
      U.S.C. § 504 and 28  U.S.C. §
2412.

              


      

      


      Article
IV

       

      OTHER
ACTION

       

      (1)         The
Bank agrees that the provisions of this Stipulation and Consent shall not
inhibit, estop, bar, or otherwise prevent the Comptroller from taking any other
action affecting the Bank if, at any time, it deems it appropriate to do so to
fulfill the responsibilities placed upon it by the several laws of the United
States of America.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      (2)         The
Bank understands that nothing herein shall preclude any proceedings brought by
the Comptroller to enforce the terms of this Order, and that nothing herein
constitutes, nor shall the Bank contend that it constitutes, a waiver of any
right, power, or authority of any other representatives of the United States or
agencies thereof, including the Department of Justice, to bring other actions
deemed appropriate.

       

      IN
TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his
representative, has hereunto set her hand on behalf of the
Comptroller.

      


      
        
          
            	/s/ Gil
      Barker	 
      	
                    April
      15, 2010

                  
	
                    Gil
      Barker

                    Deputy
      Comptroller

                    Southern
      District

                  	 
      	
                    Date

                  


          

        

      

      


      IN
TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of
Directors of the Bank, have hereunto set their hands on behalf of the
Bank.


      
        
          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            /s/
      Patrick Adams

                                          	 
      	
                                            April
      15, 2010

                                          
	
                                            Patrick
      Adams

                                          	 
      	
                                            Date

                                          
	 
      	 
      	 
      
	
                                            /s/
      Stanley E. Allred

                                          	 
      	
                                            April
      15, 2010

                                          
	
                                            Stanley
      E. Allred

                                          	 
      	
                                            Date

                                          
	 
      	 
      	 
      
	
                                            /s/
      Dan R. Basso

                                          	 
      	
                                            April
      15, 2010

                                          
	
                                            Dan
      R. Basso

                                          	 
      	
                                            Date

                                          
	 
      	 
      	 
      
	
                                            /s/
      Frankie Basso

                                          	 
      	
                                            April
      15, 2010

                                          
	
                                            Frankie
      Basso

                                          	 
      	
                                            Date

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
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                                                                                          /s/
      David W. Carstens

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          David
      W. Carstens

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Ron Denheyer

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Ron
      Denheyer

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Patrick Howard

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Patrick
      Howard

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Steven Jones

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Steven
      Jones

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Eric Langford

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Eric
      Langford

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Steven M. Lugar

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Steven
      M. Lugar

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Charles M. Mapes III

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Charles
      M. Mapes III

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Thomas McDougal

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Thomas
      McDougal

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Cyvia Noble

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Cyvia
      Noble

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Anthony V. Pusateri

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Anthony
      V. Pusateri

                                                                                        	 
      	
                                                                                          Date

                                                                                        
	 
      	 
      	 
      
	
                                                                                          /s/
      Gordon R. Youngblood

                                                                                        	 
      	
                                                                                          April
      15, 2010

                                                                                        
	
                                                                                          Gordon
      R. Youngblood

                                                                                        	 
      	
                                                                                          Date

                                                                                        


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          

            
              
                 


              

              
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