Exhibit 10.3


 


December 10, 2008


 


Summit
Consumer Receivables Fund, L.P.


Summit
Alternative Investments, LLC


SSPE, LLC


SSPE
Investment Trust I


Eric J.
Gangloff


50 West
Liberty Street, Suite 980


Reno,
Nevada  89501


 


 


Re:                               Revolving Credit Agreement


 


Ladies and Gentlemen:


 


1.             Please
refer to that certain Second Amended and Restated Revolving Credit Agreement
dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”) among CLST Asset Trust II,
a Delaware statutory trust (“Trust II”), SSPE Investment Trust I, a
Delaware statutory trust (“Trust I”), SSPE, LLC, a Delaware limited
liability company (“SSPE”), Summit Consumer Receivables Fund, L.P., a
Delaware limited partnership (“Originator”), Summit Alternative
Investments, LLC, a Nevada limited liability company (“Servicer”;
together with Trust I, SSPE, SCRP LP and Originator, “Summit Entities”),
Eric J. Gangloff, the lenders party thereto as of the date hereof (“Lenders”),
Fortress Credit Corp., as the administrative agent for the Lenders (in such
capacity, “Agent”), U.S. Bank National Association, as the collateral
custodian (“Collateral Custodian”), and Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the backup servicer (“Backup Servicer”).  All capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Agreement.


 


2.             (a)           The parties hereto hereby agree that
Trust II, as a Borrower under the Agreement, may during the 364 days following
the date of this letter agreement have Loans Outstanding attributable to it of
up to a maximum amount of $15,000,000 at any one time (it being understood that
following such 364-day period Trust II shall not increase the Loans Outstanding
attributable to it).   The Summit
Entities shall take such steps as shall be commercially reasonable to assure
that an aggregate of not less than $15,000,000 of credit is available to Trust
II under the Agreement at all time prior to the passage of 365 days from the
date hereof.


 


(b)           Trust II hereby
notifies the Summit Entities that it shall purchase from Trust I or SSPE, or a
combination thereof, at least $2,000,000 of Receivables under the Purchase
Agreement during December 2008 and January and February 2009.  Any purchases during such period in excess of
$2,000,000 in the aggregate will require the consent of CLST Financo, Inc.
(“Financo”).  Within the first
five days of each calendar month (commencing January 2009), Trust II and
Financo shall jointly notify the Summit Entities in writing of the dollar
amount of Receivables Trust II thereby commits to purchase from Trust I or
SSPE, or a combination thereof, under the Purchase Agreement during a period of
not less than the following two calendar months; provided that during the first
three calendar months, such notice shall be of purchases in addition to those
contemplated in the first sentence of this Section 2(b).


 

















 


In addition, unless CLST Financo, Inc. (“Financo”)
shall otherwise agree, Trust II shall not be obligated, and the Summit Entities
shall not cause it to become so obligated, to enter into transactions resulting
in Loans Outstanding to Trust II requiring contributions to the capital of
Trust II by CLST Asset II, LLC (“Asset II”) in excess of $2,000,000 in
the aggregate.


 


(c)           Trust
II shall on each Payment Date pay Trust I and SSPE an amount equal to the CLST
Fee, which payment shall be divided equally between Trust I and SSPE; provided,
however, in the event that on any Payment Date funds are to be
distributed by Servicer to Trust II pursuant to Section 2.7 or 2.8
of the Agreement, Servicer shall direct the Collateral Custodian to pay the
applicable CLST Fee to Trust I and SSPE from such funds, with only the balance
of such CLST Fee being paid directly by Trust II.


 


“CLST Fee” means, for each Accrual
Period, the sum of the products (for each day during such Accrual Period) of:


 


	
   

  	
   

  	
   

  	
   

  	
  CFR x P
  x 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  D

  
	
   

  	
  where:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CFR

  	
  =

  	
   

  	
  the CLST
  Fee Rate on such day;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  P

  	
  =

  	
   

  	
  the CLST
  Loans on such day; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D

  	
  =

  	
   

  	
  360.

  



 


“CLST Fee Rate” means (i) with
respect to that portion of the CLST Loans equal to or below $10,000,000, a per annum interest rate equal to 0.50%; and (ii) with
respect to that portion of the CLST Loans in excess of $10,000,000 a per annum interest rate equal to 1.50%.


 


“CLST Loans” means, as of any day, the
principal amount of that portion of the Loans Outstanding that is attributable
to Trust II on such day.


 


3.             Trust
II shall upon demand pay (without duplication of other amounts already paid
pursuant to this Section 3) each Summit Entity an amount equal to
the applicable CLST Amount.


 


“CLST Amount” means, as of any date of
determination for any Summit Entity, an amount equal to the product of (i) the
CLST Percentage as of such date and (ii) the CLST Costs for such Summit
Entity.


 


“CLST Costs” means, for any Summit
Entity, any fees, expenses, costs and amounts (including without limitation the
Servicing Fee, the Sub-Servicer Fee, the Backup Servicing Fee, the Collateral
Custodian Fee and any indemnification obligations and any other joint and
several obligations of the Borrowers and/or Originator) that have


 


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been paid
by such Summit Entity to the Lenders, the Agent, the Servicer, any
Sub-Servicer, the Backup Servicer, the Collateral Custodian, the Sourcer or any
other Person in connection with the Agreement, the other Transaction Documents
or the Sourcing and Servicing Agreement; provided, however, CLST
Costs shall in no event include (i) any CLST Guaranteed Amounts, (ii) the
Unused Fee or (iii) any fees, expenses, costs or amounts that such Summit
Entity has paid to Trust II pursuant to the terms of this letter agreement.


 


“CLST Guaranteed Amounts” means any
Guaranteed Amounts resulting from or arising in connection with any action (or
inaction) of (i) any direct or indirect principal or equity owner of Trust
II or (ii) any Affiliate of any Person described in clause (i) or
any Responsible Officer of such Affiliate.


 


“CLST Percentage” means, as of any date
of determination, the percentage equivalent of a fraction, (i) the
numerator of which is equal to the principal amount on such date of that
portion of the Loans Outstanding that is attributable to Trust II; and (ii) the
principal amount on such date of all Loans Outstanding.


 


4.             Trust
I shall upon demand pay (without duplication of other amounts already paid
pursuant to this Section 4) Trust II an amount equal to the Trust I
Amount.


 


“Trust I Amount” means, as of any date
of determination, an amount equal to the product of (i) the Trust I
Percentage as of such date and (ii) the Trust I Costs.


 


“Trust I Percentage” means, as of any
date of determination, the percentage equivalent of a fraction, (i) the
numerator of which is equal to the principal amount on such date of that
portion of the Loans Outstanding that is attributable to Trust I; and (ii) the
principal amount on such date of all Loans Outstanding.


 


“Trust I Costs” means any fees,
expenses, costs and amounts (including without limitation any indemnification
obligations and any other joint and several obligations of the Borrowers) that
have been paid by Trust II to the Lenders, the Agent, the Servicer, any
Sub-Servicer, the Backup Servicer, the Collateral Custodian, the Sourcer or any
other Person in connection with the Agreement, the other Transaction Documents;
provided, however, Trust I Costs shall in no event include fees,
expenses, costs or amounts that Trust II has paid to Trust I pursuant to the
terms of Section 3.


 


5.             SSPE
shall upon demand pay (without duplication of other amounts already paid
pursuant to this Section 5) Trust II an amount equal to the SSPE
Amount.


 


“SSPE Amount” means, as of any date of
determination, an amount equal to the product of (i) the SSPE Percentage
as of such date and (ii) the SSPE Costs.


 


“SSPE Percentage” means, as of any date
of determination, the percentage equivalent of a fraction, (i) the
numerator of which is equal to the principal amount on such date of that
portion of the Loans Outstanding that is attributable to SSPE; and (ii) the
principal amount on such date of all Loans Outstanding.


 


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“SSPE Costs” means any fees, expenses,
costs and amounts (including without limitation any indemnification obligations
and any other joint and several obligations of the Borrowers) that have been
paid by Trust II to the Lenders, the Agent, the Servicer, any Sub-Servicer, the
Backup Servicer, the Collateral Custodian, the Sourcer or any other Person in
connection with the Agreement, the other Transaction Documents; provided,
however, SSPE Costs shall in no event include fees, expenses, costs or
amounts that Trust II has paid to SSPE pursuant to the terms of Section 3.


 


6.             Trust
II shall upon demand pay each Guarantor and any applicable Summit Entity an
amount equal to the CLST Guaranteed Amounts that have been paid or are at such
time due and payable by such Guarantor or such Summit Entity.


 


7.             All
amounts that are due pursuant to Sections 2 through 6 but unpaid
hereunder shall bear interest, payable to the applicable payee on demand,
computed at a rate equal to 10% per annum; provided
that such interest rate shall not at any time exceed the maximum rate permitted
by Applicable Law.


 


8.             In
the event that (i) the Termination Date has been declared by the
Administrative Agent following an Event of Default caused by the action (or
inaction) of any Summit Entity or arising from any Collateral owned by any
Summit Entity and (ii) the Administrative Agent has thereafter realized on
any Collateral owned by Trust II (clauses (i) and (ii) together,
a “Summit Default”), such Summit Entity shall upon demand pay Trust II
an amount equal to the CLST Loss.


 


“CLST Loss” means, with respect to any
Summit Default, an amount equal to what Trust II would have received on the
applicable Collateral but for the occurrence of the Summit Default (including
interest on such Collateral as provided in Section 10).


 


9.             In
the event that (i) the Termination Date has been declared by the
Administrative Agent following an Event of Default caused by the action (or
inaction) of Trust II or arising from any Collateral owned by Trust II and (ii) the
Administrative Agent has thereafter realized on any Collateral owned by Trust I
or SSPE (clauses (i) and (ii) together, a “CLST Default”),
Trust II shall upon demand pay Trust I and/or SSPE, as applicable, an amount
equal to the applicable Summit Loss.


 


“Summit Loss” means, with respect to
any CLST Default, an amount equal to what Trust I or SSPE, as the case may be,
would have received on the applicable Collateral but for the occurrence of the
CLST Default (including interest on such Collateral as provided in Section 10).


 


10.           All
amounts that are due pursuant to Sections 8 and 9 but unpaid
hereunder shall bear interest, payable to the applicable payee on demand,
computed at a rate such that the payee shall receive from the payor an amount
(based on the internal rate of return for the applicable Receivables) equal to
what the payee would have received but for the Summit Default or CLST Default,
as the case may be.  Notwithstanding
anything in this letter agreement to the


 


4

















 


contrary, in the
event an Event of Default was caused by the action (or inaction) of both (i) any
Summit Entity and (ii) Trust II, the provisions of Sections 8 and 9
shall not apply.


 


11.           Each
demand for payment under this letter agreement shall include or be accompanied
by a written invoice setting forth in reasonable detail the basis for and the
calculation of the applicable amounts. 
All amounts due under this letter agreement shall be paid no later than
2:00 p.m. (New York time) on the day when due in lawful money of the
United States in immediately available funds and any amount not received before
such time shall be deemed received on the next Business Day.  All interest due hereunder shall be
calculated for the actual number of days elapsed, using a daily rate determined
by dividing the annual rate by 360.


 


12.           Notwithstanding
anything to the contrary herein, if at any time any payment, or any part
thereof, made in respect of this letter agreement is rescinded or must
otherwise be restored or returned by the payee upon the insolvency, bankruptcy
or reorganization of the payor or any of its affiliates, or otherwise, the
provisions of this letter agreement will forthwith be reinstated in effect, as
though such payment had not been made. 
This letter agreement shall survive the termination of the Agreement,
the other Transaction Documents and the Sourcing and Servicing Agreement.


 


13.           During
the term of the Transaction Documents, and each of them, the Summit Entities
will not permit any amendment or modification of such Transaction Documents,
nor grant any waiver thereunder, that materially affects the rights, duties or
obligations of Trust II, without the consent of Financo, which consent will not
be unreasonably withheld or delayed, but may be withheld by Financo if such
amendment, modification or waiver could reasonably be expected to adversely
affect the financial interests of Financo.


 


14.           During
the first 364 days of the term of this letter agreement, the Summit Entities
will use commercially reasonable efforts to respond favorably to requests by
Financo that Persons become Approved Sellers or Dealers and that consumer loans
created or originated by such Persons become Receivables.


 


15.           As
reasonably requested by Financo, the parties to this letter agreement shall
take such steps as shall be commercially reasonable to assure that the
Collateral Custodian and any other Person who shall possess or control
Collateral pursuant to the Transaction Documents shall appropriately note on
its books and records the ownership by Trust II of Collateral owned by it.


 


16.           During
the term of the Transaction Documents, and for not less than 18 months
thereafter, the Summit Entities shall provide Financo and its auditors with
such access to books, records and data processing equipment as they shall
reasonably request in connection with the preparation of the financial
statements of Financo and its Affiliates, in the audit thereof or the provision
of attest services by auditors with regard thereto.  The provisions of this Section 16 shall
not modify any of the obligations of any of the parties to this letter
agreement under any confidentiality agreement existing as of the date hereof or
entered into in the future.


 


17.           The
Summit Entities will not, without the consent of Financo, intentionally permit
the allocation of Receivables for purchase pursuant to the Transaction


 


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Documents in a
manner that, with respect to any thirty (30) day period, has the effect of
discriminating as to asset quality or material terms of such Receivables among
SSPE and Trust I, on the one hand, and Trust II on the other.


 


18.           For
the avoidance of doubt, Trust II hereby acknowledges that it is a Borrower
under the Agreement and affirms its obligations as a Borrower under the
Agreement and the other Transaction Documents (including without limitation any
provisions providing for cross-collateralization).


 


19.           This
letter agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without regard to conflict of laws and
each party hereto consents to the exclusive jurisdiction of the courts sitting
in the City of New York, Burrough of Manhattan, with respect to all disputes
arising from or related to this letter agreement.  This letter agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


[Signature
pages follow]


 


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Please confirm your
acknowledgement of the foregoing provisions by executing the acknowledgment on
the following signature page.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CLST ASSET TRUST II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National Association,

  not in its individual capacity but solely

  as statutory trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane Reynolds

  
	
   

  	
  Name:

  	
  Diane L. Reynolds

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  CLST FINANCO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Kaiser

  
	
   

  	
  Name:

  	
  Robert Kaiser

  
	
   

  	
  Title:

  	
  President

  
					



 


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Acknowledged
and agreed to as of the date first written above.


 


	
  SUMMIT
  CONSUMER RECEIVABLES FUND, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
  By: SUMMIT
  ALTERNATIVE INVESTMENTS, LLC,

  as General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GANGLOFF &
  ASSOCIATES INC., its sole

  	
   

  
	
   

  	
  member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Eric J. Gangloff

  	
   

  
	
   

  	
  Name:

  	
  Eric J.
  Gangloff

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
  SUMMIT
  ALTERNATIVE INVESTMENTS, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  GANGLOFF & ASSOCIATES INC., its
  sole member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Eric J. Gangloff

  	
   

  
	
   

  	
  Name:

  	
  Eric J.
  Gangloff

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
  SSPE,
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Eric J. Gangloff

  	
   

  
	
   

  	
  Name:

  	
  Eric J.
  Gangloff

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
  SSPE
  INVESTMENT TRUST I

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its

  	
   

  
	
   

  	
  individual
  capacity but solely as statutory trustee

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Diane Reynolds

  	
   

  
	
   

  	
  Name:

  	
  Diane L.
  Reynolds

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
  ERIC
  J. GANGLOFF, individually

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  J. Gangloff

  	
   

  
	
  Name:

  	
  Eric J.
  Gangloff

  	
   

  
															



 


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