SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 18, 1998
CONSUMER PORTFOLIO SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
California
(State or Other Jurisdiction of Incorporation)
333-63805
(Commission File Number)
33-0459135
(I.R.S. Employer Identification No.)
16355 Laguna Canyon, Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(714) 753-6800
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
The Registrant is filing final forms of the exhibits listed in Item
7(c) below.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
- ------- --------------------
10.6 Subsequent Transfer Agreement
10.7 Subsequent Receivables Purchase Agreement
10.8 Subsequent Receivables Purchase Agreement
10.9 Subsequent Receivables Purchase Agreement
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 22, 1998
CONSUMER PORTFOLIO SERVICES, INC.,
as Originator of the Trust (Registrant)
By: /s/Jeffrey P. Fritz
Jeffrey P. Fritz
Senior Vice President
[EXECUTION COPY]
SUBSEQUENT TRANSFER AGREEMENT
TRANSFER No. 1 of Subsequent Receivables pursuant to a Sale and
Servicing Agreement, dated as of December 1, 1998, among THE CPS AUTO
RECEIVABLES TRUST 1998-4, a Delaware business trust (the "Issuer"), CPS
RECEIVABLES CORP., a California corporation (the "Seller"), CONSUMER PORTFOLIO
SERVICES, INC. a California corporation (the "Servicer"), CSC LOGIC/MSA LLP
d/b/a LOAN SERVICING ENTERPRISE, as Backup Servicer (the "Backup Servicer") and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, in
its capacity as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS pursuant to the Sale and Servicing Agreement, the Seller wishes
to convey to the Issuer the Subsequent Receivables listed on Schedule A hereto;
and
WHEREAS the Issuer is willing to accept such conveyance subject to the
terms and conditions hereof;
NOW, THEREFORE, the Issuer, the Seller, the Servicer, the Backup
Servicer and the Trustee hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used herein shall have the
meanings ascribed to them in the Sale and Servicing Agreement unless otherwise
defined herein.
"Subsequent Cutoff Date" shall mean, with respect to the Subsequent
Receivables conveyed hereby, December 14, 1998.
"Subsequent Transfer Date" shall mean, with respect to the Subsequent
Receivables conveyed hereby, December 18, 1998.
SECTION 2. Schedule of Receivables. Annexed hereto is a supplement to
Schedule A to the Sale and Servicing Agreement listing the Receivables that
constitute the Subsequent Receivables to be conveyed pursuant to this Subsequent
Transfer Agreement on the Subsequent Transfer Date.
SECTION 3. Conveyance of Subsequent Receivables. In consideration of
the Issuer's delivery to or upon the order of the Seller of $34,500,000.00, the
Seller does hereby sell, transfer, assign, set over and otherwise convey to the
Issuer, without recourse (except as expressly provided in the Sale and Servicing
Agreement), all right, title and interest of the Seller in and to:
<PAGE>
(a) all right, title and interest of the Seller in and to the
Subsequent Receivables listed in Schedule A to this Subsequent Transfer
Agreement and all monies received thereunder after the Subsequent
Cutoff Date and all Net Liquidation Proceeds received with respect to
such Subsequent Receivables after the Subsequent Cutoff Date;
(b) all right, title and interest of the Seller in and to the
security interests in the Financed Vehicles granted by Obligors
pursuant to the Subsequent Receivables and any other interest of the
Seller in such Financed Vehicles, including, without limitation, the
certificates of title or, with respect to such Financed Vehicles in the
State of Michigan, all other evidence of ownership with respect to such
Financed Vehicles;
(c) all right, title and interest of the Seller in and to any
proceeds from claims on any physical damage, credit life and credit
accident and health insurance policies or certificates relating to the
Financed Vehicles securing the Subsequent Receivables or the Obligors
thereunder;
(d) all right, title and interest of the Seller in and to the
Subsequent Purchase Agreements, including a direct right to cause CPS
to purchase Receivables from the Trust under certain circumstances;
(e) all right, title and interest of the Seller in and to
refunds for the costs of extended service contracts with respect to
Financed Vehicles securing Subsequent Receivables, refunds of unearned
premiums with respect to credit life and credit accident and health
insurance policies or certificates covering an Obligor or Financed
Vehicle under a Subsequent Receivable or his or her obligations with
respect to a Financed Vehicle and any recourse to Dealers for any of
the foregoing;
(f) the Receivable File related to each Subsequent Receivable;
(g) the proceeds of any and all of the foregoing;
(h) all present and future claims, demands, causes and choices
in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind
and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
It is the intention of the Seller that the transfer and assignment
contemplated by this Subsequent Transfer Agreement shall constitute a sale of
the Subsequent Receivables and Other Conveyed Property from the Seller to the
Issuer and the beneficial interest in and title to the
<PAGE>
Subsequent Receivables and the Other Conveyed Property shall not be part of the
Seller's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law. In the event that, notwithstanding
the intent of the Seller, the transfer and assignment contemplated hereby is
held not to be a sale, this Subsequent Transfer Agreement shall constitute a
grant of a security interest in the property referred to in this Section 3 for
the benefit of the Securityholders and the Note Insurer.
SECTION 4. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Issuer as of the date of this Agreement
and as of the Subsequent Transfer Date that:
(a) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of California, with power and authority to
own its properties and to conduct its business as such properties are
currently owned and such business is currently conducted, and had at
all relevant times, and now has, power, authority and legal right to
acquire, own and sell the Subsequent Receivables and the related Other
Conveyed Property transferred to the Trust.
(b) Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained
all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications.
(c) Power and Authority. The Seller has the power and
authority to execute and deliver this Subsequent Transfer Agreement and
the Basic Documents to which it is a party and to carry out its terms
and their terms, respectively; the Seller has full power and authority
to sell and assign the Subsequent Receivables and the related Other
Conveyed Property to be sold and assigned to and deposited with the
Trust by it and has duly authorized such sale and assignment to the
Trust by all necessary corporate action; and the execution, delivery
and performance of this Subsequent Transfer Agreement and the Basic
Documents to which the Seller is a party have been duly authorized by
the Seller by all necessary corporate action.
(d) Valid Sale, Binding Obligations. This Subsequent Transfer
Agreement effects a valid sale, transfer and assignment of the
Subsequent Receivables and the related Other Conveyed Property,
enforceable against the Seller and creditors of and purchasers from the
Seller; and this Subsequent Transfer Agreement and the Basic Documents
to which the Seller is a party, when duly executed and delivered, shall
constitute legal, valid and binding obligations of the Seller
enforceable in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific
remedies,
<PAGE>
regardless of whether such enforceability is considered in a proceeding
in equity or at law.
(e) No Violation. The consummation of the transactions
contemplated by this Subsequent Transfer Agreement and the Basic
Documents and the fulfillment of the terms of this Subsequent Transfer
Agreement and the Basic Documents shall not conflict with, result in
any breach of any of the terms and provisions of or constitute (with or
without notice, lapse of time or both) a default under the certificate
of incorporation or by-laws of the Seller, or any indenture, agreement,
mortgage, deed of trust or other instrument to which the Seller is a
party or by which it is bound, or result in the creation or imposition
of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust or other instrument,
other than the Basic Documents, or violate any law, order, rule or
regulation applicable to the Seller of any court or of any federal or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or any of its
properties.
(f) No Proceedings. There are no proceedings or investigations
pending or, to the Seller's knowledge, threatened against the Seller,
before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality having jurisdiction over the
Seller or its properties (A) asserting the invalidity of this
Subsequent Transfer Agreement, the Securities or any of the Basic
Documents, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Subsequent Transfer Agreement or any
of the Basic Documents, (C) seeking any determination or ruling that
might materially and adversely affect the performance by the Seller of
its obligations under, or the validity or enforceability of, this
Subsequent Transfer Agreement or any of the Basic Documents, or (D)
relating to the Seller and which might adversely affect the federal or
state income, excise, franchise or similar tax attributes of the
Securities.
(g) No Consents. No consent, approval, authorization or order
of or declaration or filing with any governmental authority is required
for the issuance or sale of the Securities or the consummation of the
other transactions contemplated by this Agreement, except such as have
been duly made or obtained.
(h) Tax Returns. The Seller has filed on a timely basis all
tax returns required to be filed by it and paid all taxes, to the
extent that such taxes have become due.
(i) Chief Executive Office. The chief executive office of the
Seller is at 16355 Laguna Canyon, Irvine, CA 92618.
(j) Principal Balance. The aggregate Principal Balance of the
Subsequent Receivables listed on the supplement to Schedule A annexed
hereto and conveyed to the Issuer pursuant to this Subsequent Transfer
Agreement as of the Subsequent Cutoff Date is $34,500,000.00.
<PAGE>
SECTION 5. Conditions Precedent. The obligation of the Issuer to
acquire the Receivables hereunder is subject to the satisfaction, on or prior to
the Subsequent Transfer Date, of the following conditions precedent:
(a) Representations and Warranties. Each of the
representations and warranties made by the Seller in Section 4 of this
Subsequent Transfer Agreement and with respect to the Subsequent
Receivables in Section 3.1 of the Sale and Servicing Agreement shall be
true and correct as of the date of this Agreement and as of the
Subsequent Transfer Date.
(b) Sale and Servicing Agreement Conditions. Each of the
conditions set forth in Section 2.2(b) of the Sale and Servicing
Agreement shall have been satisfied.
(c) Additional Information. The Seller shall have delivered to
the Issuer such information as was reasonably requested by the Issuer
to satisfy itself as to (i) the accuracy of the representations and
warranties set forth in Section 4 of this Agreement and with respect to
the Subsequent Receivables in Section 3.1 of the Sale and Servicing
Agreement and (ii) the satisfaction of the conditions set forth in this
Section 5.
SECTION 6. Acceptance of Receivable Files by Trustee. The Trustee
acknowledges receipt of files which the Seller has represented are the
Receivable Files for the Subsequent Receivables. The Trustee has reviewed such
Receivable Files and has determined that it has received a file for each
Subsequent Receivable identified in Schedule A to this Subsequent Transfer
Agreement. The Trustee declares that it holds and will continue to hold such
files and any amendments, replacements or supplements thereto and all other
Trust Assets as Trustee in trust for the use and benefit of all present and
future Securityholders.
SECTION 7. Ratification of Agreement. As supplemented by this
Agreement, the Sale and Servicing Agreement is in all respects ratified and
confirmed and the Sale and Servicing Agreement as so supplemented by this
Agreement shall be read, taken and construed as one and the same instrument.
SECTION 8. Counterparts. This Agreement may be executed in two or more
counterparts (and by different parties in separate counterparts), each of which
shall be an original but all of which together shall constitute one and the same
instrument.
SECTION 9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
IN WITNESS WHEREOF, the Issuer, the Seller, Servicer and the Backup
Servicer have caused this Agreement to be duly executed and delivered by their
respective duly authorized officers as of the day and year first above written.
CPS AUTO RECEIVABLES
TRUST 1998-4
By BANKERS TRUST (DELAWARE),
not in its individual capacity, but solely as
Owner Trustee on behalf of the Trust
By ___________________________
Name:
Title:
CPS RECEIVABLES CORP., as Seller
By ___________________________
Name:
Title:
CONSUMER PORTFOLIO SERVICES, INC.,
as Servicer
By ___________________________
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity, but
solely as Trustee
By ___________________________
Name:
Title:
CSC LOGIC/MSA LLP d/b/a LOAN SERVICING
ENTERPRISE, as Backup Servicer
By ___________________________
Name:
Title:
[EXECUTION COPY]
THIS SUBSEQUENT PURCHASE AGREEMENT (this "Subsequent Purchase
Agreement") is made and entered into as of December 18, by and between CONSUMER
PORTFOLIO SERVICES, INC., a California corporation (the "Seller"), and CPS
RECEIVABLES CORP., a California corporation (together with its successors and
assigns, the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser, as purchaser, has agreed to purchase from the
Seller, as seller, and the Seller, pursuant to the Purchase Agreement (the "CPS
Purchase Agreement") dated as of December 1, 1998 between the Purchaser and the
Seller, is transferring to the Purchaser the Subsequent CPS Receivables listed
on the Schedule of Subsequent CPS Receivables annexed hereto as Exhibit A (the
"Subsequent CPS Receivables") and related Subsequent Transferred CPS Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, the Purchaser and the Seller, intending to
be legally bound, hereby agree as follows:
Definitions
SECTION 1. Capitalized terms used herein without definition shall have
the respective meanings assigned to such terms in the CPS Purchase Agreement.
SECTION 2. Conveyance of Subsequent CPS Receivables. For value
received, in accordance with the CPS Purchase Agreement, the Seller does hereby
sell, assign, transfer and otherwise convey unto the Purchaser, without recourse
(but without limitation of its obligations under the CPS Purchase Agreement),
all right, title and interest of the Seller in and to: (i) the Subsequent CPS
Receivables listed in the Schedule of Subsequent CPS Receivables annexed hereto
as Exhibit A and all monies received thereunder after December 14, 1998 (the
"Subsequent Cutoff Date") and all Net Liquidation Proceeds received with respect
to such Subsequent CPS Receivables; (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any
other interest of the Seller in such Financed Vehicles, including, without
limitation, the certificates of title or, with respect to Financed Vehicles in
the State of Michigan, other evidence of ownership with respect to Financed
Vehicles; (iii) any proceeds from claims on any physical damage, credit life and
credit accident and health insurance policies or certificates relating to the
Financed Vehicles securing the Subsequent CPS Receivables or the Obligors
thereunder; (iv) refunds for the costs of extended service contracts with
respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of
unearned premiums with respect to credit life and credit accident and health
insurance policies or certificates covering an Obligor
<PAGE>
or Financed Vehicle securing the Subsequent CPS Receivables or his or her
obligations with respect to such a Financed Vehicle and any recourse to Dealers
for any of the foregoing; (v) the Receivable File related to each Subsequent CPS
Receivable; (vi) the proceeds of any and all of the foregoing and (vii) all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Subsequent Transferred CPS Property" and together
with any Subsequent Transferred Samco Property and/or Subsequent Transferred
Linc Property, the "Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Property. In
consideration for the Subsequent CPS Receivables and other Subsequent
Transferred CPS Property, subject to the terms and conditions hereof, the
purchase price for the Subsequent CPS Receivables, in the amount of
$2,516,336.10, shall be paid by the Purchaser on the Subsequent Closing Date as
follows: (i) $2,440,842.02 in cash shall be paid to the Seller and (ii)
$75,494.08 which shall be deemed paid and returned to the Purchaser as a
contribution to capital.
SECTION 4. Conveyance as Sale of Receivables Not Financing. The parties
hereto intend that the conveyance hereunder be a sale of the Subsequent CPS
Receivables and the related Transferred CPS Property from the Seller to the
Purchaser and not a financing secured by such assets; and the beneficial
interest in and title to the Subsequent CPS Receivables and the related
Transferred CPS Property shall not be part of the Seller's estate in the event
of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. In the event that any conveyance hereunder is for any reason not
considered a sale, the parties intend that this Agreement constitute a security
agreement under the UCC (as defined in the UCC as in effect in the State of
California) and applicable law, and the Seller hereby grants to the Purchaser a
first priority perfected security interest in, to and under the Subsequent CPS
Receivables and the related Transferred CPS Property being delivered to the
Purchaser on the Subsequent Closing Date, and other property conveyed hereunder
and all proceeds of any of the foregoing for the purpose of securing payment and
performance of the Securities and the repayment of amounts owed to the Purchaser
from the Seller.
SECTION 5. Representations and Warranties of the Seller. This Agreement
is made pursuant to and upon the representations, warranties, covenants and
agreements on the part of the Seller contained in the CPS Purchase Agreement and
is to be governed by the CPS Purchase Agreement. All of such representations,
warranties, covenants and agreements are hereby incorporated herein and are in
full force and effect as though specifically set forth herein.
<PAGE>
SECTION 6. Representations and Warranties of the Purchaser. This
Agreement is made pursuant to and upon the representations, warranties,
covenants and agreements on the part of the Purchaser contained in the CPS
Purchase Agreement and is to be governed by the CPS Purchase Agreement. All of
such representations, warranties, covenants and agreements are hereby
incorporated herein and are in full force and effect as though specifically set
forth herein.
<PAGE>
(2)
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed this 18th day of December, 1998, but effective as of the date and
year first written above.
CONSUMER PORTFOLIO SERVICES, INC.,
as Seller
By:
Name:
Title:
CPS RECEIVABLES CORP.,
as Purchaser
By:
Name:
Title:
<PAGE>
EXHIBIT A TO SUBSEQUENT PURCHASE AGREEMENT
SUBSEQUENT ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as
of December 18, 1998, as heretofore amended, supplemented or otherwise modified
(the "Subsequent CPS Purchase Agreement"), among the undersigned, as Seller, and
CPS Receivables Corp. (the "Purchaser"), the undersigned does hereby transfer,
assign, grant, set over and otherwise convey to the Purchaser, without recourse
(subject to the obligations in the Subsequent CPS Purchase Agreement and the
Sale and Servicing Agreement) all right, title and interest of the Seller in and
to: (i) the Subsequent CPS Receivables listed in the Schedule of Subsequent CPS
Receivables annexed hereto as Exhibit A and all monies received thereunder after
December 14, 1998 (the "Subsequent Cutoff Date") and all Net Liquidation
Proceeds received with respect to such Subsequent CPS Receivables; (ii) the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Subsequent CPS Receivables and any other interest of the Seller in such Financed
Vehicles, including, without limitation, the certificates of title or, with
respect to Financed Vehicles in the State of Michigan, other evidence of
ownership with respect to Financed Vehicles; (iii) any proceeds from claims on
any physical damage, credit life and credit accident and health insurance
policies or certificates relating to the Financed Vehicles securing the
Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the
costs of extended service contracts with respect to Financed Vehicles securing
the Subsequent CPS Receivables, refunds of unearned premiums with respect to
credit life and credit accident and health insurance policies or certificates
covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables
or his or her obligations with respect to such a Financed Vehicle and any
recourse to Dealers for any of the foregoing; (v) the Receivable File related to
each Subsequent CPS Receivable; (vi) the proceeds of any and all of the
foregoing and (vii) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Subsequent Transferred CPS
Property" and together with any Subsequent Transferred Samco Property and/or
Subsequent Transferred Linc Property, the "Subsequent Transferred Property").
The foregoing assignment, transfer and conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Subsequent CPS Receivables, the Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
<PAGE>
(2)
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of each of the undersigned contained in
the Subsequent CPS Purchase Agreement and is to be governed by the Subsequent
CPS Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Subsequent CPS Purchase Agreement.
This Assignment shall be governed by and construed in accordance with
the internal laws of the State of New York, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed as of December 18, 1998.
CONSUMER PORTFOLIO SERVICES, INC.
By:
Name:
Title:
[EXECUTION COPY]
THIS SUBSEQUENT PURCHASE AGREEMENT (this "Subsequent Purchase
Agreement") is made and entered into as of December 18, 1998 by and between
SAMCO ACCEPTANCE CORP., a Delaware corporation (the "Seller"), and CPS
RECEIVABLES CORP., a California corporation (together with its successors and
assigns, the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser, as purchaser, has agreed to purchase from the
Seller, as seller, and the Seller, pursuant to the Purchase Agreement (the
"Samco Purchase Agreement") dated as of December 1, 1998, between the Purchaser
and the Seller, is transferring to the Purchaser the Subsequent Samco
Receivables listed on the Schedule of Subsequent Samco Receivables annexed
hereto as Exhibit A (the "Subsequent Samco Receivables") and related Subsequent
Transferred Samco Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, the Purchaser and the Seller, intending to
be legally bound, hereby agree as follows:
Definitions
SECTION 1. Capitalized terms used herein without definition shall have
the respective meanings assigned to such terms in the Samco Purchase Agreement.
SECTION 2. Conveyance of Subsequent Samco Receivables. For value
received, in accordance with the Samco Purchase Agreement, the Seller does
hereby sell, assign, transfer and otherwise convey unto the Purchaser, without
recourse (but without limitation of its obligations under the Samco Purchase
Agreement), all right, title and interest of the Seller in and to: (i) the
Subsequent Samco Receivables listed in the Schedule of Subsequent Samco
Receivables annexed hereto as Exhibit A and all monies received thereunder after
December 14, 1998 (the "Subsequent Cutoff Date") and all Net Liquidation
Proceeds received with respect to such Subsequent Samco Receivables; (ii) the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Subsequent Samco Receivables and any other interest of the Seller in such
Financed Vehicles, including, without limitation, the certificates of title or,
with respect to Financed Vehicles in the State of Michigan, other evidence of
ownership with respect to Financed Vehicles; (iii) any proceeds from claims on
any physical damage, credit life and credit accident and health insurance
policies or certificates relating to the Financed Vehicles securing the
Subsequent Samco Receivables or the Obligors thereunder; (iv) refunds for the
costs of extended service contracts with respect to Financed Vehicles securing
the Subsequent Samco Receivables, refunds of unearned premiums with respect to
credit life and credit accident and health insurance policies or certificates
covering an Obligor or Financed Vehicle securing the Subsequent Samco
Receivables or his or her
<PAGE>
obligations with respect to such a Financed Vehicle and any recourse to Dealers
for any of the foregoing; (v) the Receivable File related to each Subsequent
Samco Receivable; (vi) the proceeds of any and all of the foregoing and (vii)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Subsequent Transferred Samco Property" and
together with any Subsequent Transferred CPS Property and/or any Subsequent
Transferred Line Property, the "Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Property. In
consideration for the Subsequent Samco Receivables and other Subsequent
Transferred Samco Property, subject to the terms and conditions hereof, the
purchase price for the Subsequent Samco Receivables, in the amount of
$2,516,336.10, shall be paid by the Purchaser in cash to the Seller on the
Subsequent Closing Date.
SECTION 4. Conveyance as Sale of Receivables Not Financing. The parties
hereto intend that the conveyance hereunder be a sale of the Subsequent Samco
Receivables and the related Transferred Samco Property from the Seller to the
Purchaser and not a financing secured by such assets; and the beneficial
interest in and title to the Subsequent Samco Receivables and the related
Transferred Samco Property shall not be part of the Seller's estate in the event
of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. In the event that any conveyance hereunder is for any reason not
considered a sale, the parties intend that this Agreement constitute a security
agreement under the UCC (as defined in the UCC as in effect in the State of
Texas) and applicable law, and the Seller hereby grants to the Purchaser a first
priority perfected security interest in, to and under the Subsequent Samco
Receivables and the related Transferred Samco Property being delivered to the
Purchaser on the Subsequent Closing Date, and other property conveyed hereunder
and all proceeds of any of the foregoing for the purpose of securing payment and
performance of the Securities and the repayment of amounts owed to the Purchaser
from the Seller.
SECTION 5. Representations and Warranties of the Seller. This Agreement
is made pursuant to and upon the representations, warranties, covenants and
agreements on the part of the Seller contained in the Samco Purchase Agreement
and is to be governed by the Samco Purchase Agreement. All of such
representations, warranties, covenants and agreements are hereby incorporated
herein and are in full force and effect as though specifically set forth herein.
SECTION 6. Representations and Warranties of the Purchaser. This
Agreement is made pursuant to and upon the representations, warranties,
covenants and agreements on the
<PAGE>
part of the Purchaser contained in the Samco Purchase Agreement and is to be
governed by the Samco Purchase Agreement. All of such representations,
warranties, covenants and agreements are hereby incorporated herein and are in
full force and effect as though specifically set forth herein.
[Rest of page intentionally blank]
<PAGE>
(3)
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed this 18th day of December 1998, but effective as of the date and
year first written above.
SAMCO ACCEPTANCE CORP., as Seller
By:
Name:
Title:
CPS RECEIVABLES CORP.,
as Purchaser
By:
Name:
Title:
<PAGE>
EXHIBIT A TO SUBSEQUENT PURCHASE AGREEMENT
SUBSEQUENT ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as
of December 18, 1998, as heretofore amended, supplemented or otherwise modified
(the "Subsequent Samco Purchase Agreement"), among the undersigned, as Seller,
and CPS Receivables Corp. (the "Purchaser"), the undersigned does hereby
transfer, assign, grant, set over and otherwise convey to the Purchaser, without
recourse (subject to the obligations in the Subsequent Samco Purchase Agreement
and the Sale and Servicing Agreement) all right, title and interest of the
Seller in and to: (i) the Subsequent Samco Receivables listed in the Schedule of
Subsequent Samco Receivables annexed hereto as Exhibit A and all monies received
thereunder after December 14, 1998 and all Net Liquidation Proceeds received
with respect to such Subsequent Samco Receivables; (ii) the security interests
in the Financed Vehicles granted by Obligors pursuant to the Subsequent Samco
Receivables and any other interest of the Seller in such Financed Vehicles,
including, without limitation, the certificates of title or, with respect to
Financed Vehicles in the State of Michigan, other evidence of ownership with
respect to Financed Vehicles; (iii) any proceeds from claims on any physical
damage, credit life and credit accident and health insurance policies or
certificates relating to the Financed Vehicles securing the Subsequent Samco
Receivables or the Obligors thereunder; (iv) refunds for the costs of extended
service contracts with respect to Financed Vehicles securing the Subsequent
Samco Receivables, refunds of unearned premiums with respect to credit life and
credit accident and health insurance policies or certificates covering an
Obligor or Financed Vehicle securing the Subsequent Samco Receivables or his or
her obligations with respect to such a Financed Vehicle and any recourse to
Dealers for any of the foregoing; (v) the Receivable File related to each
Subsequent Samco Receivable;(vi) the proceeds of any and all of the foregoing
and (vii) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Subsequent Transferred Samco Property"
and together with any Subsequent Transferred CPS Property and/or Subsequent
Transferred Linc Property, the "Subsequent Transferred Property").
The foregoing assignment, transfer and conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Subsequent Samco Receivables, the Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
<PAGE>
(3)
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of each of the undersigned contained in
the Subsequent Samco Purchase Agreement and is to be governed by the Subsequent
Samco Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Subsequent Samco Purchase Agreement.
This Assignment shall be governed by and construed in accordance with
the internal laws of the State of New York, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed as of December 18, 1998.
SAMCO ACCEPTANCE CORP.
By:
Name:
Title:
[EXECUTION COPY]
THIS SUBSEQUENT PURCHASE AGREEMENT (this "Subsequent Purchase
Agreement") is made and entered into as of December 18, 1998 by and between LINC
ACCEPTANCE COMPANY LLC, a Delaware limited liability company (the "Seller"), and
CPS RECEIVABLES CORP., a California corporation (together with its successors
and assigns, the "Purchaser").
W I T N E S S E T H:
WHEREAS the Purchaser, as purchaser, has agreed to purchase from the
Seller, as seller, and the Seller, pursuant to the Purchase Agreement (the "Linc
Purchase Agreement") dated as of December 1, 1998 between the Purchaser and the
Seller, is transferring to the Purchaser the Subsequent Linc Receivables listed
on the Schedule of Subsequent Linc Receivables annexed hereto as Exhibit A (the
"Subsequent Linc Receivables") and related Subsequent Transferred Linc Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, the Purchaser and the Seller, intending to
be legally bound, hereby agree as follows:
Definitions
SECTION 1. Capitalized terms used herein without definition shall have
the respective meanings assigned to such terms in the Linc Purchase Agreement.
SECTION 2. Conveyance of Subsequent Linc Receivables. For value
received, in accordance with the Linc Purchase Agreement, the Seller does hereby
sell, assign, transfer and otherwise convey unto the Purchaser, without recourse
(but without limitation of its obligations under the Linc Purchase Agreement),
all right, title and interest of the Seller in and to: (i) the Subsequent Linc
Receivables listed in the Schedule of Subsequent Linc Receivables annexed hereto
as Exhibit A and all monies received thereunder after December 14, 1998 (the
"Subsequent Cutoff Date") and all Net Liquidation Proceeds received with respect
to such Subsequent Linc Receivables; (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Subsequent Linc Receivables and any
other interest of the Seller in such Financed Vehicles, including, without
limitation, the certificates of title or, with respect to Financed Vehicles in
the State of Michigan, other evidence of ownership with respect to Financed
Vehicles; (iii) any proceeds from claims on any physical damage, credit life and
credit accident and health insurance policies or certificates relating to the
Financed Vehicles securing the Subsequent Linc Receivables or the Obligors
thereunder; (iv) refunds for the costs of extended service contracts with
respect to Financed Vehicles securing the Subsequent Linc Receivables, refunds
of unearned premiums with respect to
<PAGE>
credit life and credit accident and health insurance policies or certificates
covering an Obligor or Financed Vehicle securing the Subsequent Linc Receivables
or his or her obligations with respect to such a Financed Vehicle and any
recourse to Dealers for any of the foregoing; (v) the Receivable File related to
each Subsequent Linc Receivable; (vi) the proceeds of any and all of the
foregoing and (vii) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Subsequent Transferred Linc
Property" and together with any Subsequent Transferred CPS Property and/or any
Subsequent Transferred Samco Property, the "Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Property. In
consideration for the Subsequent Linc Receivables and other Subsequent
Transferred Linc Property, subject to the terms and conditions hereof, the
purchase price for the Subsequent Linc Receivables, in the amount of
$760,979.03, shall be paid by the Purchaser in cash to the Seller on the
Subsequent Closing Date.
SECTION 4. Conveyance as Sale of Receivables Not Financing. The parties
hereto intend that the conveyance hereunder be a sale of the Subsequent Linc
Receivables and the related Transferred Linc Property from the Seller to the
Purchaser and not a financing secured by such assets; and the beneficial
interest in and title to the Subsequent Linc Receivables and the related
Transferred Linc Property shall not be part of the Seller's estate in the event
of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. In the event that any conveyance hereunder is for any reason not
considered a sale, the parties intend that this Agreement constitute a security
agreement under the UCC (as defined in the UCC as in effect in the State of
Connecticut) and applicable law, and the Seller hereby grants to the Purchaser a
first priority perfected security interest in, to and under the Subsequent Linc
Receivables and the related Transferred Linc Property being delivered to the
Purchaser on the Subsequent Closing Date, and other property conveyed hereunder
and all proceeds of any of the foregoing for the purpose of securing payment and
performance of the Securities and the repayment of amounts owed to the Purchaser
from the Seller.
SECTION 5. Representations and Warranties of the Seller. This Agreement
is made pursuant to and upon the representations, warranties, covenants and
agreements on the part of the Seller contained in the Linc Purchase Agreement
and is to be governed by the Linc Purchase Agreement. All of such
representations, warranties, covenants and agreements are hereby incorporated
herein and are in full force and effect as though specifically set forth herein.
<PAGE>
(4)
SECTION 6. Representations and Warranties of the Purchaser. This
Agreement is made pursuant to and upon the representations, warranties,
covenants and agreements on the part of the Purchaser contained in the Linc
Purchase Agreement and is to be governed by the Linc Purchase Agreement. All of
such representations, warranties, covenants and agreements are hereby
incorporated herein and are in full force and effect as though specifically set
forth herein.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed this 18th day of December 1998, but effective as of the date and
year first written above.
LINC ACCEPTANCE COMPANY LLC,
as Seller
By:
Name:
Title:
CPS RECEIVABLES CORP.,
as Purchaser
By:
Name:
Title:
<PAGE>
EXHIBIT A TO SUBSEQUENT PURCHASE AGREEMENT
SUBSEQUENT ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as
of December 1, 1998, as heretofore amended, supplemented or otherwise modified
(the "Linc Purchase Agreement"), among the undersigned, as Seller, and CPS
Receivables Corp. (the "Purchaser"), the undersigned does hereby transfer,
assign, grant, set over and otherwise convey to the Purchaser, without recourse
(subject to the obligations in the Linc Purchase Agreement and the Sale and
Servicing Agreement) all right, title and interest of the Seller in and to: (i)
the Subsequent Linc Receivables listed in the Schedule of Subsequent Linc
Receivables annexed hereto as Exhibit A and all monies received thereunder after
December 14, 1998 (the "Subsequent Cutoff Date") and all Liquidation Proceeds
and Recoveries received with respect to such Subsequent Linc Receivables; (ii)
the security interests in the Financed Vehicles granted by Obligors pursuant to
the Subsequent Linc Receivables and any other interest of the Seller in such
Financed Vehicles, including, without limitation, the certificates of title or,
with respect to Financed Vehicles in the State of Michigan, other evidence of
ownership with respect to Financed Vehicles; (iii) any proceeds from claims on
any physical damage, credit life and credit accident and health insurance
policies or certificates relating to the Financed Vehicles securing the
Subsequent Linc Receivables or the Obligors thereunder; (iv) refunds for the
costs of extended service contracts with respect to Financed Vehicles securing
the Subsequent Linc Receivables, refunds of unearned premiums with respect to
credit life and credit accident and health insurance policies or certificates
covering an Obligor or Financed Vehicle securing the Subsequent Linc Receivables
or his or her obligations with respect to such a Financed Vehicle and any
recourse to Dealers for any of the foregoing; (v) the Receivable File related to
each Subsequent Linc Receivable; (vi) the proceeds of any and all of the
foregoing and (vii) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Subsequent Transferred Linc
Property" and together with any Subsequent Transferred CPS Property and/or
Subsequent Transferred Samco Property, the "Subsequent Transferred Property").
The foregoing assignment, transfer and conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Subsequent Linc Receivables, the Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
<PAGE>
(4)
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of each of the undersigned contained in
the Linc Purchase Agreement and is to be governed by the Linc Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Linc Purchase Agreement.
This Assignment shall be governed by and construed in accordance with
the internal laws of the State of New York, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed as of December 18, 1998.
LINC ACCEPTANCE COMPANY LLC
By:
Name:
Title:
