Exhibit 10.1


 


	
  

  	
  1345 AVENUE OF THE AMERICAS

  46TH FLOOR

  NEW YORK, NY 10105

  TEL 212 798-6100

  



 


May 13,
2010


 


VIA
FACSIMILE AND OVERNIGHT MAIL


 


CLST ASSET TRUST II


17304 Preston Road, Suite 420


Dallas, Texas 75252


 


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 (the “Borrower”), FCC Finance LLC, as the servicer (the “Servicer”),
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 April 30,
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 6.10%, 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 the Borrower, 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 that the Borrower 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.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  FORTRESS
  CREDIT CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CONSTANTINE M. DAKOLIAS

  
	
   

  	
  Name:

  	
  CONSTANTINE
  M. DAKOLIAS

  
	
   

  	
  Title:

  	
  PRESIDENT

  



 


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