EXHIBIT 10.1
SECOND AMENDMENT TO MASTER
LOAN AGREEMENT
THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT
(this " Amendment " ) is made and entered into as of
May 18, 2009 (" Amendment Effective Date "), by and
among MATTERHORN FINANCIAL SERVICES LLC, a California limited
liability company ( " Borrower " ), PERFORMANCE
CAPITAL MANAGEMENT, LLC, a California corporation ( " PCM
" ), VARDE INVESTMENT PARTNERS, L.P., a Delaware limited
partnership ( " Lender " ).
RECITALS
WHEREAS, Borrower, PCM and Lender are parties to
that certain Master Loan Agreement dated as of June 10, 2004, as
amended (the " Loan Agreement ").
WHEREAS, Borrower, PCM and Lender desire to
amend certain terms of the Loan Agreement, in accordance with
Section 10.5 thereof, as stated herein.
NOW THEREFORE, in consideration of the foregoing
premises and the agreements hereinafter set forth, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, PCM, Borrower and Lender agree as follows:
1.
Definitions. Capitalized terms not otherwise defined herein
have the respective meaning contained in the Loan
Agreement.
2.
Amended Definition. Article I of the Loan Agreement is hereby
amended by deleting in its entirety the definition of "Facility
Termination Date" and replacing it with the following
definition:
"Facility Termination Date"
shall mean June 10, 2010, or any
earlier termination of this Loan Agreement in accordance with its
terms."
3.
Effective only Upon Full Execution and Delivery.
This Amendment shall become
effective as of the date first written above upon execution and
delivery by all of the parties hereto, which delivery may be made
by delivery of signatures via facsimile,
4.
Ratification; No other Amendments Intended.
As amended hereby, the Loan
Agreement and all of the Loan Documents are hereby ratified,
appro
