Exhibit 10.1


 


	
  

  	
  1345 AVENUE OF THE AMERICAS

  46TH FLOOR

  NEW YORK, NY 10105

  TEL 212 798-6100

  



 


February 8, 2010


 


VIA
FACSIMILE AND OVERNIGHT MAIL


 


SUMMIT ALTERNATIVE INVESTMENTS, LLC


50 West Liberty Street, Suite 980


Reno, Nevada 89501


 


SUMMIT CONSUMER RECEIVABLES FUND, L.P.


50 West Liberty Street, Suite 980


Reno, Nevada 89501


 


SSPE, LLC


50 West Liberty Street, Suite 980 


Reno, Nevada 89501


Attention: Eric J. Gangloff


 


SSPE INVESTMENT TRUST I 


50 West Liberty Street, Suite 980 


Reno, Nevada 89501


 


CLST ASSET TRUST II 


815 E. Market Street


Akron, Ohio 44305


 


Re:  Notice of Event of Default;
Reservation of Rights 


 


Ladies and Gentlemen:


 


Reference is made herein to that certain Second Amended
and Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Credit
Agreement”), by and among CLST Asset
Trust II, a Delaware statutory trust, as a borrower (“Trust II”),
SSPE Investment Trust I, a Delaware statutory trust, as a borrower (“Trust
I”),
SSPE, LLC, a Delaware limited liability company, as a borrower (the “LLC
Borrower” and, together with Trust I and
Trust II, the “Borrowers”),
Summit Consumer Receivables Fund, L.P., a Delaware limited partnership, as the
originator (the “Originator”)
and as a guarantor, Summit Alternative Investments, LLC, a Nevada limited
liability company, as the servicer (the “Servicer”), Eric J. Gangloff, as a guarantor, the Lenders
party thereto, Fortress Credit Corp. (“Fortress”), and as the administrative agent for the Lenders
(in such capacity, the “Administrative Agent”), U.S. Bank National Association, as the Collateral
Custodian and Lyon


 

















 


Financial Services, Inc. (d/b/a U.S. Bank Portfolio
Services), as the Backup Servicer. Capitalized terms used herein but not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.


 


We hereby call to your attention that, as of January 31,
2010, an Event Default has occurred and is continuing pursuant to Section 10.1(o) of
the Credit Agreement as a result of the three-month rolling average Class A
Default Ratio as of such date, which was 5.0028%%, exceeding 5.0%. Under the
terms of the Credit Agreement and the other Transaction Documents, the
existence of such an Event of Default entitles the Administrative Agent, for
the benefit of the Lenders, to exercise any and all of the rights and remedies
provided in the Credit Agreement, the Securities Account Control Agreement and
other Transaction Documents as set forth therein and/or as provided for under
applicable law, including without limitation, declaring the Variable Funding
Notes to be immediately due and payable in full without presentment, demand,
protest or notice of any kind and enforcing all rights and remedies with
respect to the Collateral.


 


The Administrative Agent and the Lenders have reserved,
and continue to reserve, their rights to, at any time, take any and all
actions, and exercise any and all rights, powers, privileges and remedies
authorized or permitted under the Credit Agreement, the Securities Account
Control Agreement or any other Transaction Document and/or applicable law, at
any time in its sole and absolute discretion. No delay by the Administrative
Agent or the Lenders in the exercise of any right, power, privilege or remedy
against the Borrowers or against any Collateral shall constitute or be deemed a
waiver of any such right, power, privilege or remedy, each of which is and
shall be expressly reserved. Furthermore, any prior or current discussions
(oral and written) or course of conduct between Fortress, on the one hand, and
any Borrower, the Originator, the Servicer or any Guarantor, on the other hand,
is not and has not been intended to constitute a waiver of any such rights,
powers, privileges or remedies, or an amendment of the Credit Agreement, the
Securities Account Control Agreement or any other Transaction Document.


 


Notwithstanding the foregoing, Fortress, as it continues
to evaluate the situation, expects and requires each Borrower, the Servicer and
the Originator each to timely comply with its respective duties and obligations
under the provisions of the Credit Agreement and the other Transaction
Documents.


 


Should
you have any questions concerning the above, please contact DeWayne Chin at (212)
515-4659.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  FORTRESS
  CREDIT CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M. Dakolias

  
	
   

  	
  Name:

  	
  CONSTANTINE M. DAKOLIAS

  
	
   

  	
  Title:

  	
  PRESIDENT

  



 


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