EXECUTION COPY
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
is entered into as of April 15,1999 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. The Company and LLCP are parties to that certain Registration Rights
Agreement dated November 17, 1999 (the "Registration Rights Agreement") pursuant
to which the Company granted to LLCP certain registration rights with respect to
the shares of Common Stock issuable upon the exercise of that certain Warrant to
Purchase 3,450,000 Shares of Common Stock (the "Original Warrant") issued
pursuant to that certain Securities Purchase Agreement dated as of November 17,
1998 by and between the Company and LLCP (the "November 1998 Securities Purchase
Agreement").
B. Concurrently with the execution hereof, the Company and LLCP are
entering into that certain First Amendment to Securities Purchase Agreement of
even date herewith (the "First Amendment to November 1998 Securities Purchase
Agreement") pursuant to which the November 1998 Securities Purchase Agreement
and the Original Warrant are being amended in certain respects.
C. Concurrently with the execution hereof, the Company and LLCP are
entering into that certain Securities Purchase Agreement of even date herewith
(the "April 1999 Securities Purchase Agreement") pursuant to which the Company
will issue to LLCP a warrant to purchase 1,335,000 shares of Common Stock (the
"April 0000 Xxxxxxx").
D. It is a condition precedent to the consummation of the transactions
contemplated by the First Amendment to November 1998 Securities Purchase
Agreement and the April 1999 Securities Purchase Agreement that the Company and
LLCP enter into this Amendment.
E. In consideration of the substantial direct and indirect benefits which
the Company will realize from the consummation of the transactions contemplated
by the First Amendment to November 1998 Securities Purchase Agreement and the
April 1999 Securities 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:
Section 1. Amendment of Section 1 of the Registration Rights Agreement.
(a) The definition of the term "Warrant" is hereby deleted from the
Registration Rights Agreement and the following definitions are hereby added to
Section 1 of the Registration Rights Agreement:
"Amended November 0000 Xxxxxxx" shall mean that certain Amended and
Restated Primary Warrant initially issued pursuant to that certain
Securities Purchase Agreement dated as of November 17,1998 by and between
the Company and LLCP, as amended pursuant to that certain First Amendment
to Securities Purchase Agreement dated as of April 15, 1999 by and among
the Company and LLCP, as such warrant may be further 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 such warrant
and (ii) any warrant or warrants issued upon the further transfer,
division or combination of any such new warrant or warrants.
"April 0000 Xxxxxxx" shall mean that certain Warrant issued pursuant
to that certain Securities Purchase Agreement dated as of April 15, 1999
by and among the Company and LLCP, as such warrant may be further 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 such
warrant and (ii) any warrant or warrants issued upon the further transfer,
division or combination of any such new warrant or warrants.
"Warrants" shall mean, collectively, the Amended November 0000
Xxxxxxx and the April 0000 Xxxxxxx and "Warrant" shall mean either of the
Warrants, individually.
(b) The definition of the term "Shares" in the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:
"Shares" shall mean (i) the shares of Common Stock issued or
issuable upon exercise of the Warrants and (ii) the shares of Common Stock
issued pursuant to Section 3.9 (Other Anti-Dilution Provisions) of the
April 1999 Warrant. As used in this Agreement, the holder of either
Warrant or any portion thereof shall be deemed to be the holder of the
shares of Common Stock
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issuable upon exercise thereof and to the extent such shares of Common
Stock constitute Registrable Securities, such holder shall be deemed to be
the holder of such Registrable Securities.
Section 2. Amendment of Section 2.1(a) of the Registration Rights
Agreement. The final sentence of Section 2.1(a) of the Registration Rights
Agreement is hereby amended and restated to read in its entirety to read as
follows:
The Company shall not be obligated to effect more than three Demand
Registrations with respect to the Shares under this Section 2.1(a).
Section 3. Amendment of Section 2.4 of the Registration Rights Agreement.
Section 2.4 of the Registration Rights Agreement is hereby amended and restated
to read in its entirety to read as follows:
2.4 Purchase (and Exercise) of the Warrants 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 either Warrant or any
portion thereof, the holders of such Registrable Securities may require
that the Underwriter or Underwriters purchase (and exercise) such Warrant
or any portion thereof rather than require the holders of the Registrable
Securities to exercise such Warrant or portion thereof in connection with
such registration unless the Underwriters inform such holders that such a
purchase and exercise of such 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
either Warrant agreed to by the Underwriter or Underwriters, including,
without limitation, issuing the Common Stock issuable upon the exercise of
such 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.
Section 4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment 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
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