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CLHI.PK > SEC Filings for CLHI.PK > Form 8-K/A on 5-Mar-2009All Recent SEC Filings

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Form 8-K/A for CLST HOLDINGS, INC.


5-Mar-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01. Entry into a Material Definitive Agreement.

This Form 8-K/A amends the Current Report on Form 8-K filed December 18, 2008 regarding CLST Holdings, Inc.'s (the "Company") entry into a purchase agreement, effective as of December 10, 2008, through CLST Asset Trust II (the "Trust"), a newly formed trust wholly owned by CLST Asset II, LLC, a wholly owned subsidiary of CLST Financo, Inc. ("Financo"), which is one of our direct, wholly owned subsidiaries, under which the Trust has committed to acquire, subject to certain limitations, on or before February 28, 2009, certain receivables, installment sales contracts and related assets of at least $2 million owned by SSPE Investment Trust I (the "SSPE Trust") and SSPE, LLC ("SSPE") (the "Purchase Agreement"). The purchases of receivables by the Trust will be financed by cash on hand and by advances under a non-recourse, revolving loan, effective as of December 10, 2008, by and among the Trust, Summit Consumer Receivables Fund, L.P. ("Summit"), as Originator, SSPE and SSPE Trust, as Co-Borrowers, Summit and Eric J. Gangloff, as Guarantors, Fortress Credit Corp., as the Lender, Summit Alternative Investments, LLC, as the Initial Servicer, Lyon Financial Services, Inc., as the backup servicer, and U.S. Bank National Association, as the collateral custodian (the "Credit Agreement") and the letter agreement, effective as of December 10, 2008, among the Trust, Financo, the Originator, the Co-Borrowers, the Initial Servicer, and the Guarantors (the "Letter Agreement").

The sole purpose of this Form 8-K/A is to file the unredacted versions of the Purchase Agreement, the Credit Agreement, and the Letter Agreement. A copy of the unredacted versions of the Purchase Agreement, Credit Agreement, and Letter Agreement are being furnished as exhibits to this Form 8-K/A and are incorporated by reference into this item 1.01.



Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the information set forth under Item 1.01 of this Current Report on Form 8-K, all of which is incorporated by reference into this Item 2.03.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1           Purchase Agreement, dated December 10, 2008.

10.2           Credit Agreement, dated December 10, 2008.

10.3           Letter Agreement, dated December 10, 2008.


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