Clst Holdings, Inc. Sample Contracts

Clst Holdings, Inc. – MEMORANDUM OF UNDERSTANDING (December 17th, 2010)

This memorandum of understanding (“MOU”) is entered into as of December 13, 2010 by and among the parties in the action captioned Ron Phillips and Scott Moorehead, Derivatively on Behalf of CLST Holdings, Inc., v. Timothy S. Durham, Robert A. Kaiser, and David Tornek, Cause No. 10-07655 (the “State Action”), now pending in the District Court, 134th Judicial District, Dallas County, Texas (the “State Court”), and by and among the parties in the action captioned CLST Holdings, Inc. v. Red Oak Partners, LLC et al., Civil Action No. 3-09CV00291 (the “Federal Action”), now pending in the United States District Court for the Northern District of Texas, Dallas Division (the “Federal Court”) (the State Action and Federal Action collectively, the “Actions”). This MOU is intended to be and is a binding agreement among all parties to the Actions (the “Parties”) and shall be fully enforceable under Tex. R. Civ. P. 11 and under ordinary principles of contract law. It outlines the general terms of t

Clst Holdings, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (November 3rd, 2010)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of October 29, 2010, by and among FCC INVESTMENT TRUST I, a Delaware statutory trust (the “Borrower”), FORTRESS CREDIT CO LLC, a Delaware limited liability company (“Fortress”), in its capacity as the administrative agent (the “Administrative Agent”), FORTRESS CREDIT FUNDING I LP, as a Lender, FORTRESS CREDIT FUNDING III LP, as a Lender, FORTRESS CREDIT OPPORTUNITIES I L.P., as a Lender (collectively, the “Lenders”), FCC FINANCE, LLC, a Delaware limited liability company, as the servicer (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION, as the collateral custodian (the “Collateral Custodian”) and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services), as the backup servicer (the “Backup Servicer”).  Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement (defined below).

Clst Holdings, Inc. – SALE AND ASSIGNMENT (November 3rd, 2010)

THIS SALE AND ASSIGNMENT, dated as of August 31, 2010 (this “Agreement”), is entered into between CLST Asset Trust II (the “Seller”) and FCC Investment Trust I (the “Buyer”).

Clst Holdings, Inc. – SALE AND ASSIGNMENT (November 3rd, 2010)

THIS SALE AND ASSIGNMENT, dated as of October 29, 2010 (this “Agreement”), is entered into between FCC Investment Trust I (the “Seller”) and 50-by-50 LLC (the “Buyer”).

Clst Holdings, Inc. – FILED (June 29th, 2010)

Plaintiffs Ron Phillips (“Phillips”) and Scott Moorehead (“Moorehead”) (collectively, “Plaintiffs”), by their attorneys, submit this Petition based upon self-dealing, breach of fiduciary duty, waste or corporate assets, and unjust enrichment (the “Petition”) against the defendants named herein.

Clst Holdings, Inc. – AMENDED AND RESTATED PLAN OF DISSOLUTION OF CLST HOLDINGS, INC. (June 18th, 2010)

This Plan of Dissolution (the “Plan of Dissolution”) is intended to accomplish the complete liquidation and dissolution of CLST Holdings, Inc., f/k/a CellStar Corporation, a Delaware corporation (“CellStar” or the “Company”), in accordance with the Delaware General Corporation Law (the “DGCL”) and Sections 331 and 336 of the Internal Revenue Code of 1986, as amended, as follows:

Clst Holdings, Inc. – CLST Holdings, Inc. News Release (June 18th, 2010)

DALLAS, June 18, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on June 17, 2010, the Board of Directors of the Company approved amendments to its stockholder rights plan (the “Rights Plan”) and its Plan of Dissolution.

Clst Holdings, Inc. – AMENDMENT TO RIGHTS AGREEMENT (June 18th, 2010)

This Amendment (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of February 13, 2009, by and between CLST Holdings, Inc. (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), is entered into by and between the Company and the Rights Agent and amends the Rights Agreement. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Rights Agreement.

Clst Holdings, Inc. – CERTIFICATE OF DISSOLUTION OF CLST HOLDINGS, INC. (March 26th, 2010)

Pursuant to the provisions of §275 of the Delaware General Corporation Law (the “DGCL”), CLST Holdings, Inc. (the “Corporation”), organized and existing under the DGCL, adopts the following Certificate of Dissolution for the purpose of dissolving:

Clst Holdings, Inc. – IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION (March 23rd, 2010)

For their counterclaims against plaintiff CLST Holdings, Inc. (“CLST”) and third-party complaint against Timothy Durham, Robert Kaiser, and David Tornek, defendants Red Oak Partners, LLC, Red Oak Fund, L.P., Pinnacle Partners, LLC, and Pinnacle Fund LLLP allege as follows:

Clst Holdings, Inc. – This Certificate is Transferable in Jersey City, NJ, New York, NY and Pittsburgh, PA COMMON STOCK PAR VALUE $.01 PER SHARE C This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF CLST Holdings, Inc. (herein called the “Corporation”) transferable on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be subject to the laws of the State of Delaware and to all provisi (March 12th, 2010)

This Certificate is Transferable in Jersey City, NJ, New York, NY and Pittsburgh, PA COMMON STOCK PAR VALUE $.01 PER SHARE C This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF CLST Holdings, Inc. (herein called the “Corporation”) transferable on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be subject to the laws of the State of Delaware and to all provisions of the Certificate of Incorporation and By-Laws of the Corporation as amended from time to time. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY CLST Holdings,

Clst Holdings, Inc. – CLST Holdings, Inc. News Release (March 9th, 2010)
Clst Holdings, Inc. – WAIVER AND RELEASE TO REVOLVING CREDIT AGREEMENT (March 8th, 2010)

THIS WAIVER AND RELEASE TO REVOLVING CREDIT AGREEMENT (this “Waiver”) is made as of February 26, 2010, 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 Borrower”), SSPE, LLC, a Delaware limited liability company, as a borrower (the “LLC Borrower” and, together with Trust I Borrower 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”), CLST Financo, Inc. (“CLST Financo”), Eric J. Gangloff, as a guarantor, Fortress Credit Opportunities I L.P., as a lender (the “Lender”),

Clst Holdings, Inc. – CLST Holdings, Inc. News Release (March 5th, 2010)
Clst Holdings, Inc. – RED OAK PARTNERS, LLC, § IN THE DISTRICT COURT (March 5th, 2010)

WHEREAS, on February 24, 2010, the 134th Judicial District Court issued its Temporary Restraining Order and Order Granting Motion for Expedited Discovery (“TRO”) in the above-referenced matter.

Clst Holdings, Inc. – CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser (February 26th, 2010)

DALLAS, February 25, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on February 24, 2010, in its state court action with Red Oak in the 134th District Court of Dallas County, Texas, the Court ordered, among other things, as follows: the Defendants (CLST Holdings, Inc., Robert Kaiser, Timothy Durham, and David Tornek) and their agents are restrained from filing the Certificate of Dissolution for Defendant CLST Holdings, Inc. on or before midnight on Wednesday, March 10, 2010, or until further order of the Court.

Clst Holdings, Inc. – CAUSE NO. 09-02404 (February 26th, 2010)

Having considered the Plaintiffs’ Application for a Temporary Restraining Order, Defendant CLST’s Response, the other pleadings on file, and the arguments of counsel, the Court FINDS as follows:

Clst Holdings, Inc. – CAUSE NO. 09-02404 (February 23rd, 2010)

Having considered the Red Oak Plaintiffs’ Motion for Summary Relief, Summary Judgment, and Application for Injunctive Relief to Compel CLST Holdings Inc.’ s Annual Stockholders’ Meeting, the Affidavits and other evidence, the Response, and the arguments of counsel, the Court GRANTS the Plaintiffs’ Motion and ORDERS as follows:

Clst Holdings, Inc. – CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser (February 23rd, 2010)

DALLAS, February 22, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on February 15, 2010, in its state court action with Red Oak in the 134th District Court of Dallas County, Texas, the Court ordered as follows: (1) Absent a determination by the Court of good cause shown, the Company shall hold an annual stockholders’ meeting on March 23, 2010; (2) the Annual Meeting will satisfy the requirement of the Company to hold the 2008 and 2009 annual stockholders’ meeting; (3) the record date for the Annual Meeting shall be Monday, March 8, 2010; (4) the Company shall provide notice in conformance with applicable Delaware law to all CLST stockholders on or before March 12, 2010, for the Annual Meeting; and (5) the Court appoints IVS Associates, Inc. to be the independent inspector of elections to oversee the voting process at the Annual Meeting, tabulate the proxies, and certify the results.

Clst Holdings, Inc. – CLST Holdings, Inc. News Release (February 9th, 2010)
Clst Holdings, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (January 29th, 2010)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 20, 2009, 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, Fortress Credit Opportunities I L.P., as a lender (the “Lender”) and Fortress Credit Corp., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement (defined below).

Clst Holdings, Inc. – UNITED STATES DISTRICT COURT (December 1st, 2009)

The United States of America, by counsel, Timothy M. Morrison, United States Attorney for the Southern District of Indiana, and Winfield D. Ong, Assistant United States Attorney, alleges on information and belief as follows:

Clst Holdings, Inc. – United States Securities and Exchange Commission PHILADELPHIA REGIONAL OFFICE Mellon Independence Center 701 Market Street, Suite 2000 Philadelphia, Pennsylvania 19106-1532 TELEPHONE NO.: 215-597-3100 FAX NO.: 215-446-4271 TELECOPIER TRANSMITTAL SHEET (December 1st, 2009)
Clst Holdings, Inc. – Cause No. 09-02404 (November 13th, 2009)

WHEREAS, Plaintiffs filed a Shareholder Derivative Petition Based upon allegations of Self-Dealing, Breach of Fiduciary Duty, Waste of Corporate Assets, and Unjust Enrichment (“Original Petition”) on March 2, 2009, seeking to initiate litigation on behalf of CLST Holdings, Inc. (“CLST” or the “Company”) against Robert A. Kaiser, Timothy S. Durham, and David Tornek (the “Individual Defendants”) (Plaintiffs, CLST, and the Individual Defendants are collectively referred to herein as the “Parties”);

Clst Holdings, Inc. – U.S. $34,891,977.97 CREDIT AGREEMENT (November 5th, 2009)

THIS CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this November 10, 2008, by and among:

Clst Holdings, Inc. – U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (November 5th, 2009)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this December 10, 2008, by and among:

Clst Holdings, Inc. – U.S. $34,891,977.97 CREDIT AGREEMENT (September 3rd, 2009)

THIS CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this November 10, 2008, by and among:

Clst Holdings, Inc. – U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (September 3rd, 2009)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this December 10, 2008, by and among:

Clst Holdings, Inc. – PURCHASE AGREEMENT between DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP and CLST ASSET I, LLC (September 3rd, 2009)

PURCHASE AGREEMENT dated as of November 10, 2008 (this “Agreement”), between CLST Asset I, LLC, a Delaware limited liability company (the “Purchaser”), and Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (the “Seller”).

Clst Holdings, Inc. – PURCHASE AGREEMENT by and among (September 3rd, 2009)

THIS PURCHASE AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of December 10, 2008, by and among SSPE, LLC, a Delaware limited liability company (together with its successors and assigns, “SSPE”), as a seller, SSPE INVESTMENT TRUST I, a Delaware statutory trust (together with its successors and assigns, “Trust I”), as a seller (each of SSPE and Trust I, a “Seller” and, together, the “Sellers”), and CLST ASSET TRUST II, a Delaware statutory trust, as the buyer (in such capacity, the “Buyer”).

Clst Holdings, Inc. – CLST Holdings, Inc. News Release (March 25th, 2009)

DALLAS, March 25 / — CLST Holdings, Inc. (Pink Sheets: CLHI) announced today the following preliminary FCC Investment Trust I unaudited financial results for the quarter ended February 28, 2009.

Clst Holdings, Inc. – U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (March 5th, 2009)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this December 10, 2008, by and among:

Clst Holdings, Inc. – PURCHASE AGREEMENT by and among (March 5th, 2009)

THIS PURCHASE AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of December 10, 2008, by and among SSPE, LLC, a Delaware limited liability company (together with its successors and assigns, “SSPE”), as a seller, SSPE INVESTMENT TRUST I, a Delaware statutory trust (together with its successors and assigns, “Trust I”), as a seller (each of SSPE and Trust I, a “Seller” and, together, the “Sellers”), and CLST ASSET TRUST II, a Delaware statutory trust, as the buyer (in such capacity, the “Buyer”).

Clst Holdings, Inc. – December 10, 2008 Summit Consumer Receivables Fund, L.P. Summit Alternative Investments, LLC SSPE, LLC SSPE Investment Trust I Eric J. Gangloff (March 5th, 2009)
Clst Holdings, Inc. – U.S. $34,891,977.97 CREDIT AGREEMENT (March 5th, 2009)

THIS CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this November 10, 2008, by and among: