REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of
November 17, 1998 by and between Consumer Portfolio Services, Inc., a California
corporation (the "COMPANY"), and Xxxxxx Xxxxxxxxx Capital Partners II, L.P., a
California limited partnership ("LLCP").
RECITALS
A. Pursuant to that certain Bridge Loan Agreement dated as of November 2,
1998 between LLCP and the Company, the Company issued to LLCP a warrant to
purchase 345,000 shares of Common Stock for a purchase price of $3.00 per share
(the "BRIDGE WARRANT").
B. LLCP and the Company are parties to that certain Securities Purchase
Agreement of even date herewith (the "PURCHASE AGREEMENT") pursuant to which
the Company has agreed to issue to LLCP, and LLCP has agreed to purchase from
the Company, (i) a promissory note in the principal amount of $25,000,000 (the
"NOTE") and (ii) a warrant to purchase 3,105,000 shares of Common Stock for a
purchase price of $3.00 per share. (Pursuant to the terms of the Purchase
Agreement, in lieu of issuing a warrant evidencing such right to purchase
3,105,000 shares of Common Stock, the Company will issue, against delivery of
the Bridge Warrant for cancellation, a single warrant to purchase 3,450,000
shares of Common Stock (the "WARRANT") to evidence both the right to purchase
345,000 shares of Common Stock originally evidenced by the Bridge Warrant and
such right to purchase 3,105,000 shares of Common Stock.) The shares of Common
Stock issued or issuable upon exercise of the Warrant are referred to herein as
the "WARRANT SHARES" and the holder of the Warrant or any portion thereof shall
be deemed to be the holder of the Warrant Shares issuable upon the exercise
thereof.) Capitalized terms not defined herein shall have the meanings given to
such terms in the Purchase Agreement.
C. The execution of this Agreement by the Company is a condition
precedent to the obligation of LLCP to consummate the transactions contemplated
by the Purchase Agreement.
D. In consideration of the substantial direct and indirect benefits which
the Company will realize from the consummation of the transactions contemplated
by the Purchase Agreement, the Company desires to enter into this Agreement and
to be bound by the terms and conditions hereof.
AGREEMENT
In consideration of the mutual covenants and agreements set forth herein,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings specified below:
"BUSINESS DAY" shall mean any day that is not a Saturday, Sunday or other
day on which banks in the State of California are authorized or required to
close.
"COMMISSION" shall mean the Securities and Exchange Commission or any other
Federal agency at the time administering the 1933 Act.
"COMMON STOCK" shall mean the common stock, no par value, of the Company.
"COMPANY" shall have the meaning set forth in the preamble of this
Agreement.
"DEMANDING HOLDERS" shall mean LLCP or, if LLCP does not hold a majority of
the Registrable Securities at any time, the holders of a majority of Registrable
Securities.
"DEMAND REGISTRATION" shall have the meaning specified in SECTION 2.1(a).
"FSA" shall mean Financial Security Assurance, Inc.
"FSA REGISTRATION RIGHTS AGREEMENT" shall mean any agreement entered into
by the Company and FSA in connection with the transactions contemplated by
Section 8.6 (AGREEMENT WITH FSA) of the Purchase Agreement which grants to FSA
registration rights with respect to the shares of Common Stock issued to (or
issuable upon the exercise of other securities issued to) FSA in connection with
such transactions; provided that such registration rights (i) may not provide
for more than two demand registration rights, (ii) may not permit the exercise
of any demand registration right prior to the first anniversary of the date
hereof and (iii) shall otherwise be on terms and conditions consistent with this
Agreement.
"INDEMNIFIED PARTY" shall have the meaning specified in SECTION 4.3.
"INDEMNIFYING PARTY" shall have the meaning specified in SECTION 4.3.
"INSPECTORS" shall have the meaning specified in SECTION 3.1(h).
"LLCP" shall have the meaning set forth in the preamble of this Agreement.
"LLCP INDEMNIFIED PARTY" shall have the meaning specified in SECTION 4.1.
"MAXIMUM NUMBERS OF SHARES" shall have the meaning specified in
SECTION 2.1(d).
"1933 ACT" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.
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"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time.
"PIGGY-BACK REGISTRATION" shall have the meaning specified in
SECTION 2.2(a).
"PURCHASE AGREEMENT" shall have the meaning set forth in the recitals to
this Agreement.
"REGISTER", "REGISTERED" and "REGISTRATION" shall mean a registration
effected by preparing and filing a registration statement or similar document in
compliance with the 1933 Act, and the applicable rules and regulations
thereunder, and such registration statement becoming effective.
"REGISTRABLE SECURITIES" shall mean, collectively, the Shares and any
securities issued or issuable upon any stock dividend, stock split,
recapitalization, merger, consolidation or similar event with respect to the
Shares. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when (i) a registration statement covering
such securities shall have become effective under the 1933 Act and such
securities shall have been sold pursuant to such registration statement,
(ii) such securities shall have been distributed to the public pursuant to
Rule 144 or Rule 144A (or any successor provisions) under the 1933 Act,
(iii) such securities shall have ceased to be outstanding, or (iv) such
Registrable Securities are sold pursuant to that certain Securities Option
Agreement of even date herewith among LLCP, Stanwich and the Company.
"SHARES" shall mean the shares of Common Stock issued or issuable upon
exercise of the Warrant. As used in this Agreement, the holder of the Warrant
or any portion thereof shall be deemed to be the holder of the shares of Common
Stock issuable upon exercise thereof and, to the extent such shares constitute
Registrable Securities, such holder shall be deemed to be the holder of such
Registrable Securities.
"STANWICH" shall mean Stanwich Financial Services Corp., a Rhode Island
corporation.
"STANWICH REGISTRATION RIGHTS AGREEMENT" shall mean that certain
Consolidated Registration Rights Agreement between the Company and Stanwich of
even date herewith which (i) supersedes and replaces (A) that certain Amended &
Restated Registration Rights Agreement between the Company and Stanwich made
originally as of June 12, 1997 and was amended and restated as of July 21, 1998
and (B) that certain Registration Rights Agreement between the Company and
Stanwich made as of July 21, 1998 and (ii) grants to Stanwich two demand
registration rights (commencing on the first anniversary of the date hereof) and
piggy-back registration rights on terms and conditions consistent with this
Agreement with respect to certain shares of Common Stock held by Stanwich or
issuable to Stanwich upon the conversion of certain securities held by Stanwich.
"UNDERWRITER" shall mean a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.
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"WARRANT" shall mean the warrant to purchase 3,450,000 shares of Common
Stock issued pursuant to the Purchase Agreement, as such warrant may be amended,
restated or amended and restated at any time and shall include (i) any new
warrant or warrants issued upon the transfer of all or any portion of the
warrant issued pursuant to the Purchase Agreement and (ii) any warrant or
warrants issued upon the further transfer, division or combination of any such
new warrant or warrants.
Capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.
2. REGISTRATION RIGHTS.
2.1 DEMAND REGISTRATION.
(a) REQUEST FOR REGISTRATION. At any time and from time to time on
or after the first anniversary of the date of this Agreement, the Demanding
Holders may make a written request for registration under the 1933 Act of all or
part of their Registrable Securities (a "DEMAND REGISTRATION"). Such request
for a Demand Registration must specify the number of shares of Registrable
Securities proposed to be sold and must also specify the intended method of
disposition thereof. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1(d) and the proviso set forth in Section
3.1(a). The Company shall not be obligated to effect more than two Demand
Registrations with respect to the Shares under this SECTION 2.1(a).
(b) EFFECTIVE REGISTRATION. Except in the case of a withdrawal
governed by the last sentence of SECTION 2.1(e), a registration will not count
as a Demand Registration until it has become effective and the Company has
complied with its obligations under this Agreement with respect thereto;
provided, however, that, after it has been declared effective, if the offering
of Registrable Securities pursuant to a Demand Registration is interfered with
by any stop order, injunction or other order or requirement of the Commission or
any other governmental agency or court, such Demand Registration will be deemed
not to have become effective during the period of such interference.
(c) UNDERWRITTEN OFFERING. If the Demanding Holders so elect, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The Demanding Holders shall
select one or more firms of investment bankers to act as the managing
Underwriter or Underwriters in connection with such offering and shall select
any additional managers to be used in connection with the offering.
(d) REDUCTION OF OFFERING. If the managing Underwriter or
Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders, in writing, that the dollar
amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other shares of Common Stock or
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securities which the Company desires to sell and the shares of Common Stock, if
any, as to which registration has been requested pursuant to the piggy-back
registration rights under the FSA Registration Rights Agreement and the Stanwich
Registration Rights Agreement or which other shareholders of the Company desire
to sell, exceeds the maximum dollar amount or number that can be sold in such
offering without adversely affecting the proposed offering price, the timing,
the distribution method or the probability of success of such offering (the
"MAXIMUM NUMBER OF SHARES"), then the Company shall include in such
registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares of Registrable Securities held by each Demanding
Holder, regardless of the number of shares of Registrable Securities which such
Demanding Holder has requested be included in such registration) that can be
sold without exceeding the Maximum Number of Shares, (ii) second, to the extent
the Maximum Number of Shares has not been reached under the foregoing clause
(i), the shares of Common Stock for the account of other persons that the
Company is obligated to register pursuant to the FSA Registration Rights
Agreement and the Stanwich Registration Rights Agreement (to be allocated among
the persons requesting inclusion in such registration pursuant to such
agreements pro rata in accordance with the number of shares of Common Stock with
respect to which such person has the right to request such inclusion under such
agreements, regardless of the number of shares which such person has actually
requested be included in such registration) that can be sold without exceeding
the Maximum Number of Shares, (iii) third, to the extent the Maximum Number of
Shares has not been reached under the foregoing clauses (i) and (ii), the shares
of Common Stock that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares and (iii) fourth, to the extent the
Maximum Number of Shares has not been reached under the foregoing clauses (i),
(ii) and (iii), the shares of Common Stock that other shareholders desire to
sell that can be sold without exceeding the Maximum Number of Shares.
(e) WITHDRAWAL. If the Demanding Holders or any of them disapprove
of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the
Underwriter of their request to withdraw prior to the effectiveness of the
registration statement. If the Demanding Holders or any of them withdraw from a
proposed offering relating to a Demand Registration and, solely as a result of
such withdrawal the registration statement is withdrawn prior to being declared
effective, such registration shall count as a Demand Registration provided for
in SECTION 2.1(a) unless the withdrawing Demanding Holders pay their pro rata
share (based upon the number of shares to be included in such registration
statement) of the expenses incurred in connection with such registration
statement.
2.2 PIGGY-BACK REGISTRATION.
(a) PIGGY-BACK RIGHTS. If at any time the Company proposes to file a
registration statement under the 1933 Act with respect to an offering of equity
securities, or securities convertible or exchangeable into equity securities, by
the Company for its own account or by shareholders of the Company for their
account (or by the Company and by shareholders of the Company) other than
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a registration statement (i) on Form S-4 or S-8 (or any substitute or successor
form that may be adopted by the Commission), (ii) filed in connection with any
employee stock option or other benefit plan, (iii) for an exchange offer or
offering of securities solely to the Company's existing shareholders, or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon
as practicable but in no event less than 30 days before the anticipated filing
date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of the offering;
and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register such number of shares of Registrable Securities as such
holders may request in writing within 15 days following receipt of such notice
(a "PIGGY-BACK REGISTRATION"). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method of
distribution thereof.
(b) REDUCTION OF OFFERING.
(i) If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering of shares for the Company's
account advises the Company and the holders of Registrable Securities in writing
that the dollar amount or number of shares of Common Stock which the Company
desires to sell, taken together with the Registrable Securities as to which
registration has been requested hereunder and the shares of Common Stock, if
any, as to which registration has been requested pursuant to the piggy-back
registration rights under the FSA Registration Rights Agreement or the Stanwich
Registration Rights Agreement or which other shareholders of the Company desire
to sell, exceeds the Maximum Number of Shares, then the Company shall include in
such registration: (i) first, the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares, (ii) second, to the extent the Maximum Number of Shares has
not been reached under the foregoing clause (i), the Registrable Securities as
to which registration has been requested hereunder and the shares of Common
Stock, if any, as to which registration has been requested pursuant to the
piggy-back registration rights granted under the FSA Registration Rights
Agreement and the Stanwich Registration Rights Agreement (to be allocated among
the persons requesting inclusion in such registration pursuant to such
agreements pro rata in accordance with the number of shares of Common Stock with
respect to which such person has the right to request such inclusion under such
agreements, regardless of the number of shares which such person has actually
requested be included in such registration) that can be sold without exceeding
the Maximum Number of Shares and (iii) third, to the extent the Maximum Number
of Shares has not been reached under the foregoing clauses (i) and (ii), the
shares of Common Stock that other shareholders desire to sell that can be sold
without exceeding the Maximum Number of Shares.
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(ii) If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering of shares for the account of
persons having demand registration rights under the Stanwich Registration Rights
Agreement account advises the Company and the holders of Registrable Securities
in writing that the dollar amount or number of shares of Common Stock which such
persons desire to sell, taken together with the Registrable Securities as to
which registration has been requested hereunder, the shares of Common Stock, if
any, as to which registration has been requested pursuant to the piggy-back
registration rights under the FSA Registration Rights Agreement and the shares
of Common Stock, if any, which the Company or other shareholders of the Company
desire to sell, exceeds the Maximum Number of Shares, then the Company shall
include in such registration: (i) first, the shares of Common Stock for the
account of persons having demand registration rights under the Stanwich
Registration Rights Agreement that can be sold without exceeding the Maximum
Number of Shares, (ii) second, to the extent the Maximum Number of Shares has
not been reached under the foregoing clause (i), the Registrable Securities as
to which registration has been requested by the holders of Registrable
Securities hereunder and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the piggy-back registration rights
granted under the FSA Registration Rights Agreement (to be allocated among the
persons requesting inclusion in such registration pursuant to such agreements
pro rata in accordance with the number of shares of Common Stock with respect to
which such person has the right to request such inclusion under such agreements,
regardless of the number of shares which such person has actually requested be
included in such registration) that can be sold without exceeding the Maximum
Number of Shares, (iii) third, to the extent the Maximum Number of Shares has
not been reached under the foregoing clauses (i) and (ii), the shares of Common
Stock, if any, that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares and (iv) fourth, to the extent the
Maximum Number of Shares has not been reached under the foregoing clauses (i),
(ii) and (iii), the shares of Common Stock, if any, which other shareholders
desire to sell that can be sold without exceeding the Maximum Number of Shares.
(iii) If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering of shares for
the account of persons having demand registration rights under the FSA
Registration Rights Agreement account advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number of shares
of Common Stock which such persons desire to sell, taken together with the
Registrable Securities as to which registration has been requested hereunder,
the shares of Common Stock, if any, as to which registration has been
requested pursuant to the piggy-back registration rights under the Stanwich
Registration Rights Agreement and the shares of Common Stock, if any, which
the Company or other shareholders of the Company desire to sell, exceeds the
Maximum Number of Shares, then the Company shall include in such
registration: (i) first, the shares of Common Stock for the account of
persons having demand registration rights under the FSA Registration Rights
Agreement that can be sold without exceeding the Maximum Number of Shares,
(ii) second, to the extent the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Registrable Securities as to which
registration has been requested by the holders of Registrable Securities
hereunder and the shares of Common Stock, if any, as to which registration
has been
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requested pursuant to the piggy-back registration rights granted under the
Stanwich Registration Rights Agreement (to be allocated among the persons
requesting inclusion in such registration pursuant to such agreements pro
rata in accordance with the number of shares of Common Stock with respect to
which such person has the right to request such inclusion under such
agreements, regardless of the number of shares which such person has actually
requested be included in such registration) that can be sold without
exceeding the Maximum Number of Shares, (iii) third, to the extent the
Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock, if any, that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares and (iv)
fourth, to the extent the Maximum Number of Shares has not been reached under
the foregoing clauses (i), (ii) and (iii), the shares of Common Stock, if
any, which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Shares.
(c) WITHDRAWAL. Any holder of Registrable Securities may elect to
withdraw such holder's request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the registration statement. The
Company may also elect to withdraw a registration statement at any time prior to
the effectiveness of the registration statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.
2.3 REGISTRATIONS ON FORM S-3. The holders of Registrable Securities may
at any time request in writing that the Company register the resale of any or
all of such Registrable Securities on Form S-3 (or any similar short-form
registration which may be available at such time). Upon receipt of such written
request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and, as soon as
practicable thereafter, effect the registration of all or such portion of such
holder's or holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
holder or holders joining in such request as are specified in a written request
given within 15 days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3 if (i) Form S-3 is not available for
such offering; (ii) the holders propose to effect an underwritten offering,
(iii) the holders propose to sell Registrable Securities at an anticipated
aggregate price to the public (net of any underwriters' discounts or
commissions) of less than $500,000, (iv) the Company shall furnish to the
holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board, it would be materially
detrimental to the Company and its shareholders for such Form S-3 registration
to be effected at such time, in which event the Company shall have the right to
defer the filing of the Form S-3 registration statement for a period of not more
than 60 days after receipt of the request of the holder or holders under this
Section 2.3, provided, however, that in the event the Company elects to exercise
such right with respect to any registration, it shall not have the right to
exercise such right again prior to the date which is ten months after the date
on which the registration statement relating to such deferred registration is
declared effective, (v) the Company has effected eight registrations pursuant to
this Section 2.3 or (vi) the Company
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has effected two registrations pursuant to this Section 2.3 during the 12 month
period prior to the date on which the registration statement relating to such
registration is anticipated to be declared effective. The Company shall use its
best efforts to maintain each registration statement under this Section 2.3
effective for 60 days or until the Registrable Securities covered thereby have
been sold, whichever shall first occur. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to
Section 2.1.
2.4 PURCHASE (AND EXERCISE) OF THE WARRANT BY THE UNDERWRITERS.
Notwithstanding any other provision of this Agreement to the contrary, in
connection with any Demand Registration or Piggy-Back Registration which is to
be an underwritten offering, to the extent all or any portion of the Registrable
Securities to be included in such registration consist of shares of Common Stock
issuable upon exercise of the Warrant or any portion thereof, the holders of
such Registrable Securities may require that the Underwriter or Underwriters
purchase (and exercise) the Warrant or any portion thereof rather than require
the holders of the Registrable Securities to exercise the Warrant or portion
thereof in connection with such registration unless the Underwriters inform such
holders that such a purchase and exercise of the Warrant will materially and
adversely affect the proposed offering. The Company shall take all such action
and provide all such assistance as may be reasonably requested by the holders of
Registrable Securities to facilitate any such purchase (and exercise) of the
Warrant agreed to by the Underwriter or Underwriters, including, without
limitation, issuing the Common Stock issuable upon the exercise of the Warrant
or any portion thereof to be issued within such time period as will permit the
Underwriters to make and complete the distribution contemplated by the
underwriting.
3. REGISTRATION PROCEDURES.
3.1 FILINGS; INFORMATION. If and whenever the Company is required to
effect the registration of any Registrable Securities under the 1933 Act
pursuant to SECTION 2, the Company shall use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof as expeditiously as practicable, and in
connection with any such request:
(a) FILING REGISTRATION STATEMENT. The Company shall, as
expeditiously as possible, prepare and file, within 60 days after receipt of a
request for a Demand Registration pursuant to SECTION 2.1, with the Commission a
registration statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of the Registrable Securities to be registered thereunder in
accordance with the intended method of distribution thereof, and shall use its
best efforts to cause such registration statement to become and remain effective
for the period required by Section 3.1(c); provided, however, that the Company
shall have the right to defer such registration for up to 60 days if the Company
shall furnish to the holders a certificate signed by the Chief Executive Officer
of the Company stating that, in the good faith judgment of the Board, it would
be materially detrimental to the Company and its shareholders for such
registration statement to be effected at such time;
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provided further, that in the event the Company elects to exercise such right
with respect to any registration, it shall not have the right to exercise such
right again prior to the date which is 12 months after the date on which the
registration statement relating to such deferred registration is declared
effective.
(b) COPIES. The Company shall, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration,
and such holders' legal counsel, copies of such registration statement as
proposed to be filed, each amendment and supplement to such registration
statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such registration
statement (including each preliminary prospectus), and such other documents as
the holders of Registrable Securities included in such registration or legal
counsel for any such holder may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.
(c) AMENDMENTS AND SUPPLEMENTS. The Company shall prepare and file
with the Commission such amendments, including post-effective amendments, and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
in compliance with the provisions of the 1933 Act until all Registrable
Securities and other securities covered by such registration statement have been
disposed of in accordance with the intended methods of disposition set forth in
such registration statement (which period shall not exceed the sum of 120 days
plus any period during which any such disposition is interfered with by any stop
order, injunction or other order or requirement of the Commission or any
governmental agency or court) or such securities have been withdrawn.
(d) NOTIFICATION. After the filing of the registration statement,
the Company shall promptly, and in no event more than two Business Days, notify
the holders of Registrable Securities included in such registration statement,
and confirm such advice in writing, (i) when such registration statement becomes
effective, (ii) when any post-effective amendment to such registration statement
becomes effective, (iii) of any stop order issued or threatened by the
Commission (and the Company shall take all actions required to prevent the entry
of such stop order or to remove it if entered) and (iv) of any request by the
Commission for any amendment or supplement to such registration statement or any
prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such registration statement, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
and promptly make available to the holders of Registrable Securities included in
such registration statement any such supplement or amendment; except that before
filing with the Commission a registration statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in
such registration statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and
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legal counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any registration statement or prospectus
or amendment or supplement thereto, including documents incorporated by
reference to which such holders or legal counsel, shall object on a timely basis
in light of the requirements of the 1933 Act or any other applicable laws and
regulations.
(e) STATE SECURITIES LAWS COMPLIANCE. The Company shall use its best
efforts to (i) register or qualify the Registrable Securities covered by the
registration statement under such securities or blue sky laws of such
jurisdictions in the United States as the holders of Registrable Securities
included in such registration statement (in light of their intended plan of
distribution) may request and (ii) cause such Registrable Securities covered by
the registration statement to be registered with or approved by such other
governmental agencies or authorities in the United States as may be necessary by
virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of
Registrable Securities included in such registration statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph (e), or subject itself to taxation in any such
jurisdiction.
(f) AGREEMENTS FOR DISPOSITION. The Company shall enter into
customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters shall also be
made to and for the benefit of the holders of Registrable Securities included in
such registration statement. No holder of Registrable Securities included in
such registration statement shall be required to make any representations or
warranties in the underwriting agreement except, if applicable, with respect to
such holder's organization, good standing, authority, title to Registrable
Securities, lack of conflict of such sale with such holder's material agreements
and organizational documents, and with respect to written information relating
to such holder that such holder has furnished in writing expressly for inclusion
in such registration statement.
(g) COOPERATION. The Chief Executive Officer, the President of the
Company, the Chief Financial Officer of the Company, any Senior Vice President
of the Company and any other members of the management of the Company shall
cooperate fully in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, the preparation of the
registration statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.
(h) RECORDS. The Company shall make available for inspection by the
holders of Registrable Securities included in such registration statement, any
Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other
11
professional retained by any holder of Registrable Securities included in such
registration statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be
necessary to enable them to exercise their due diligence responsibility, and
cause the Company's officers, directors and employees to supply all information
requested by any of them in connection with such registration statement.
(i) OPINIONS AND COMFORT LETTERS. The Company shall furnish to each
holder of Registrable Securities included in any registration statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the
Company delivered to any Underwriter and (ii) any comfort letter from the
Company's independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each holder of Registrable Securities included in such registration
statement, at any time that such holder elects to use a prospectus, an opinion
of counsel to the Company to the effect that the registration statement
containing such prospectus has been declared effective and that no stop order is
in effect.
(j) EARNINGS STATEMENT. The Company shall comply with all applicable
rules and regulations of the Commission and the 1933 Act, and make available to
its shareholders, as soon as practicable, an earnings statement covering a
period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder.
(k) LISTING. The Company shall use its best efforts to cause all
Registrable Securities included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to
the holders of a majority of the Registrable Securities included in such
registration.
3.2 OBLIGATION TO SUSPEND DISTRIBUTION. Upon receipt of any notice from
the Company of the happening of any event of the kind described in
SECTION 3.1(d)(iv), each holder of Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such holder receives the supplemented or amended prospectus
contemplated by SECTION 3.1(d)(iv), and, if so directed by the Company, each
such holder will deliver to the Company all copies, other than permanent file
copies then in such holder's possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.
3.3 REGISTRATION EXPENSES. The Company shall pay all expenses incurred in
connection with any Demand Registration pursuant to SECTION 2.1 and any
Piggy-Back Registration pursuant to SECTION 2.2, and all expenses incurred in
performing or complying with the Company's obligations under this SECTION 3,
whether or not the registration statement becomes effective, in each case
including, but not limited to: (i) all registration and filing fees; (ii) fees
and expenses of compliance with securities or blue sky laws (including fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (iii) printing expenses; (iv) the
12
Company's internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by
SECTION 3.1(k); (vi) National Association of Securities Dealers, Inc. fees;
(vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to SECTION 3.1(i); (viii) the fees and expenses of
any special experts retained by the Company in connection with such
registration; (ix) one-half of the cost for selling stockholder errors and
omissions insurance for the benefit of the holders of Registrable Securities
included in such registration which the holders of a majority of such
Registrable Securities may elect to purchase (with the other one-half of such
cost to be paid by the holders of Registrable Securities included in such
registration, pro rata in accordance with the number of shares included in such
registration), and (x) all fees and expenses incurred by the holders of
Registrable Securities included in such registration statement in connection
with its participation in such registration, including, without limitation, the
fees and expenses of such holders' legal counsel, accountants and other experts.
The Company shall have no obligation to pay any underwriting fees, discounts or
selling commissions attributable to the Registrable Securities being sold by
holders of Registrable Securities, which expenses shall be borne by such
holders.
3.4 INFORMATION. The holders of Registrable Securities shall provide such
information as reasonably requested by the Company in connection with the
preparation of any registration statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under
the 1933 Act pursuant to SECTIONS 2.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless (i) LLCP (including its general and limited partners), each holder
of Registrable Securities and Xxxxxx Xxxxxxxxx Capital Partners, Inc., and (ii)
the respective officers, employees, affiliates, directors, partners, members and
agents, and each person, if any, who controls LLCP, any holder of Registrable
Securities or Xxxxxx Xxxxxxxxx Capital Partners, Inc. within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an "LLCP
Indemnified Party"), from and against any loss, claim, damage or liability and
any action in respect thereof to which any LLCP Indemnified Party may become
subject under the 1933 Act or the 1934 Act or any other statute or common law,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (a) any untrue statement or alleged untrue statement of a material
fact made in connection with the sale of Registrable Securities or shares of
Common Stock, whether or not such statement is contained or incorporated by
reference in any registration statement or prospectus relating to the
Registrable Securities (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
(b) any omission or alleged omission to state a material fact required to be
stated in any registration statement or prospectus or necessary to make the
statements therein not misleading, or (c) any violation by the Company of any
Federal, state or common law, rule or regulation applicable to the Company and
relating to action
13
required of or inaction by the Company in connection with such registration.
The Company also shall promptly, but in no event more than ten Business Days
after request for payment, pay directly or reimburse each LLCP Indemnified Party
for any legal and other expenses incurred by such LLCP Indemnified Party in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action. The Company also shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners,
members and agents and each person who controls such Underwriters on
substantially the same basis as that of the indemnification provided above in
this SECTION 4.1.
The indemnity agreement contained in this SECTION 4.1 shall not apply to
amounts paid in settlement of any such loss, claim, damage or liability or any
action in respect thereof if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable to any holder of Registrable Securities included in any
registration for any loss, claim, damage, liability or any action in respect
thereof to the extent that it arises solely from or is based solely upon and is
in conformity with information related to such holder furnished in writing by
such holder expressly for use in connection with such registration, nor shall
the Company be liable to any holder of Registrable Securities included in any
registration for any loss, claim, damage or liability or any action in respect
thereof to the extent it arises solely from or is based solely upon (i) any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to the Registrable Securities
delivered in writing by such holder after the Company had provided written
notice to such holder that such registration statement or prospectus contained
such untrue statement or alleged untrue statement of a material fact, or
(ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
after the Company had provided written notice to such holder that such
registration statement or prospectus contained such omission or alleged
omission.
4.2 INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each holder of
Registrable Securities shall indemnify and hold harmless the Company, its
officers, directors, partners, members and agents and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company to such holder, but solely with reference to information related to
such holder furnished in writing by such holder expressly for use in any
registration statement or prospectus relating to Registrable Securities of such
holder included in any registration, or any amendment or supplement thereto, or
any preliminary prospectus. Each holder of Registrable Securities included in
any registration hereunder shall also indemnify and hold harmless any
Underwriter of such holder's Registrable Securities, their officers, directors,
partners, members and agents and each person who controls such Underwriters on
substantially the same basis as that of the indemnification of the Company
provided in this SECTION 4.2; PROVIDED, HOWEVER, that in no event shall any
indemnity obligation under this SECTION 4.2 exceed the dollar amount of the net
proceeds (after payment of any underwriting fees, discounts or commissions)
actually received by such holder from the sale of Registrable Securities which
gave rise to such indemnification obligation under such registration statement
or prospectus.
14
4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by any
person of any notice of any loss, claim, damage or liability or any action in
respect of which indemnity may be sought pursuant to SECTION 4.1 or 4.2, such
person (the "INDEMNIFIED PARTY") shall, if a claim in respect thereof is to be
made against any other person for indemnification hereunder, notify such other
person (the "INDEMNIFYING PARTY") in writing of the loss, claim damage,
liability or action; PROVIDED, HOWEVER, that the failure by the Indemnified
Party to notify the Indemnifying Party shall not relieve the Indemnifying Party
from any liability which the Indemnifying Party may have to such Indemnified
Party hereunder, except to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then
the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume the defense thereof with counsel satisfactory to the Indemnified
Party. After notice from the Indemnifying Party to the Indemnified Party of its
election to assume the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that in
any action in which both the Indemnified Party and the Indemnifying Party are
named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.
4.4 CONTRIBUTION. If the indemnification provided for in the foregoing
SECTIONS 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of
any loss, claim, damage, liability or action referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted
in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations. The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
15
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Party as a result of any loss,
claim, damage, liability or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this SECTION 4.4, no holder of Registrable
Securities shall be required to contribute any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting fees, discounts or
commissions) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000
Xxx) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
5. UNDERWRITING AND DISTRIBUTION.
5.1 RULE 144. The Company covenants that it shall file any reports
required to be filed by it under the 1933 Act and the 1934 Act and shall take
such further action as the holders of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holders to
sell Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by Rule 144 or Rule 144A under the 1933
Act, as such Rules may be amended from time to time, or any similar Rule or
regulation hereafter adopted by the Commission.
5.2 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The Company agrees
(i) not to effect any sale or distribution of any securities similar to those
being registered in accordance with SECTION 2.1, or any securities convertible
into or exchangeable or exercisable for such securities, during the 90 days
prior to, and during the 120-day period beginning on, the effective date of any
Demand Registration (except as part of such Demand Registration to the extent
permitted by Section 2.1(d)); and (ii) that any agreement entered into after the
date hereof pursuant to which the Company issues or agrees to issue any
privately placed securities shall contain a provision under which holders of
such securities agree not to effect any sale or distribution of any such
securities during the periods described in (i) above, in each case including a
sale pursuant to Rule 144 or 144A under the 1933 Act (except as part of any such
registration, if permitted); PROVIDED, HOWEVER, that the provisions of this
SECTION 5.2 shall not prevent the conversion or exchange of any securities
pursuant to their terms into or for other securities and shall not prevent the
issuance of securities by the Company under any employee benefit, stock option
or stock subscription plans.
16
6. MISCELLANEOUS.
6.1 OTHER REGISTRATION RIGHTS. The Company represents and warrants that,
except as provided in the Stanwich Registration Rights Agreement, no person has
any right to require the Company to register any shares of the Company's capital
stock for sale or to include shares of the Company's capital stock in any
registration filed by the Company for the sale of shares of capital stock for
its own account or for the account of any other person. From and after the date
of this Agreement, the Company shall not, without the prior written consent of
LLCP, (i) enter into any agreement granting any demand registration right (i.e.,
the right to require the Company to register the sale of any shares of the
Company's capital stock) other than demand registration rights under the FSA
Registration Rights Agreement, (ii) enter into any agreement granting any
piggy-back registration right (i.e., the right to require the Company to
register the sale of any shares of the Company's capital stock in any
registration filed by the Company for the sale of shares of capital stock for
its own account or for the account of any other person) which is inconsistent
with, equal to (except pursuant to the FSA Registration Rights Agreement) or
superior to any registration rights granted hereunder, or (iii) amend the
Stanwich Registration Rights Agreement (or enter into or amend the FSA
Registration Rights Agreement at any time) so as to cause the registration
rights granted therein to be inconsistent with, equal to or superior to the
rights granted to the holders of Registrable Securities hereunder or to
otherwise adversely affect the registration rights granted to the holders of
Registrable Securities hereunder.
6.2 SUCCESSORS AND ASSIGNS. The rights and obligations of LLCP under this
Agreement shall be freely assignable in whole or in part. Each such assignee,
by accepting such assignment of the rights of the assignor hereunder shall be
deemed to have agreed to and be bound by the obligations of the assignor
hereunder. The rights and obligations of the Company hereunder may not be
assigned.
6.3 NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given if transmitted by telecopier with
receipt acknowledged, or upon delivery, if delivered personally or by recognized
commercial courier with receipt acknowledged, or upon the expiration of 72 hours
after mailing, if mailed by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to LLCP:
x/x Xxxxxx Xxxxxxxxx Capital Partners, Inc.
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17
If to any assignee of LLCP:
At such assignee's address as shown on the books of the Company.
18
If to the Company:
Consumer Portfolio Services, Inc.
00000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., President
and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address or addresses as LLCP, such assignee or the Company, as
the case may be, may specify by written notice given in accordance with this
Section.
6.4 SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
6.5 COUNTERPART. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
6.6 DESCRIPTIVE HEADINGS, CONSTRUCTION AND INTERPRETATION. The
descriptive headings of the several paragraphs of this Agreement are for
convenience of reference only and do not constitute a part of this Agreement and
are not to be considered in construing or interpreting this Agreement. All
section, preamble, recital and party references are to this Agreement unless
otherwise stated. No party, nor its counsel, shall be deemed the drafter of
this Agreement for purposes of construing the provisions of this Agreement, and
all provisions of this Agreement shall be construed in accordance with their
fair meaning, and not strictly for or against any party.
6.7 WAIVERS AND AMENDMENTS. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally or by course of
dealing, except by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
6.8 REMEDIES. In the event that the Company fails to observe or perform
any covenant or agreement to be observed or performed under this Agreement, LLCP
or any other holder of Registrable Securities may proceed to protect and enforce
its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach
of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions. The Company agrees to pay all fees, costs, and
expenses, including without limitation, fees and expenses of attorneys,
accountants and other experts, and all fees, costs and expenses of appeals,
incurred by LLCP or any other holder of Registrable Securities in connection
with the enforcement of this Agreement or the collection or any sums due
hereunder, whether or not suit is commenced. None
19
of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative and
in addition to any other right, power or remedy whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or
otherwise.
6.9 GOVERNING LAW. In all respects, including all matters of
construction, validity and performance, this Agreement and the rights and
obligations arising hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of California applicable to contracts
made and performed in such state, without regard to principles thereof regarding
conflicts of laws.
7. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, AND UNDERSTANDING THEY ARE WAIVING A CONSTITUTIONAL RIGHT, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS
AGREEMENT, THE PURCHASE AGREEMENT AND/OR ANY RELATED AGREEMENT OR THE
TRANSACTIONS COMPLETED HEREBY OR THEREBY.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
20
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives
as of the date first above written.
THE COMPANY: LLCP:
CONSUMER PORTFOLIO SERVICES, XXXXXX XXXXXXXXX CAPITAL
INC., a California corporation PARTNERS, INC., a California corporation
By:/s/ Xxxxxxx X. Xxxxxxx, Xx. on behalf of XXXXXX XXXXXXXXX
--------------------------------------- CAPITAL PARTNERS II, L.P.,
Xxxxxxx X. Xxxxxxx, Xx., a California limited partnership
President and Chief Executive Officer
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------- ---------------------------------------
Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx,
Senior Vice President and Chief Chief Executive Officer
Financial Officer
21
