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EXHIBIT 10.13
Execution Copy
As of December 17, 1996
CMG Funding Corp.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Registration Rights Agreement
Ladies and Gentlemen:
This letter (the "Registration Rights Agreement") hereby confirms that CMG
Funding Corp. ("CMGFC"), in consideration of (i) ContiTrade Services L.L.C.
("CTS") providing a mortgage loan purchase facility to CMGFC pursuant to the
Purchase and Sale Agreement dated as of December 17, 1996 (the "Purchase
Agreement") among CMGFC, ("CMLC") and CTS, (ii) CTS providing a standby
financing facility to CMGFC pursuant to the Standby Financing Agreement dated as
of December 17, 1996 among CTS, CMGFC, ("CMLC") Continental Mortgage Group,
L.C., CMLC and its successors, and CMG Funding Securities Corp., (iii) CTS
providing subordinated debt financing (the "Subordinated Debt") pursuant to the
Subordinated Debt Agreement dated as of December 17, 1996 (the "Subordinated
Debt Agreement") between CMGFC and CTS, (iv) ContiFinancial Corporation, a
Delaware corporation ("CFC") investing in CMGFC through the purchase of its
Class A preferred stock (the "Preferred Stock") pursuant to the Preferred Stock
Purchase Agreement, dated as of December 17, 1996, between CFC and CMGFC, (v)
the mutual promises and other valuable consideration described herein, grants to
CTS or its registered assigns (the "Holder"), in connection with the conversion
privileges under the (x) Subordinated Debt Agreement which permits CTS to
convert the Subordinated Debt into Preferred Stock, or any portion thereof, and
(y) the Certificate of Incorporation of CMGFC, which permits CTS and CFC, as
applicable, to convert their Preferred Stock, or any portion thereof, into
shares of CMGFC's common stock (the "Common Stock") pursuant to their respective
terms (the "Conversion Shares"), the right to register the Conversion
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Shares pursuant to the Securities Act of 1933, as amended (the "Act") according
to the terms hereof and thereof. Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Purchase Agreement.
1. Term. The term established hereby shall be in effect for the
period commencing on the date hereof and expiring upon the date ten years after
the date of this Registration Rights Agreement.
2. Amendment and Termination. Except as specifically provided for
herein, neither CMGFC nor CTS shall have the right to amend, modify or terminate
this Registration Rights Agreement without the written consent of the other
party hereto; provided, that CMGFC's obligations under Sections 3, 4 and 5 shall
survive any termination of this Registration Rights Agreement.
3. Registration Rights. (a) (i) Subject to the provisions of
paragraph (v) of this Section 3(a), the Holder may at any time from the
date hereof request in writing that CMGFC register Conversion Shares
under the Act for sale at any time following the initial public offering
of CMGFC's Common Stock in the manner specified in such notice;
provided, that CMGFC shall have no obligation to register Conversion
Shares pursuant to this paragraph (i) unless the number of Conversion
Shares for which registration has been requested constitutes at least
five percent (5%) of CMGFC's Common Stock then outstanding; and provided
further, that CMGFC shall not be obligated to register Conversion Shares
pursuant to this paragraph (i) on more than three occasions.
(ii) Following receipt of any notice delivered in compliance with
paragraph (i) of this Section 3(a) (a "Demand"), CMGFC shall within 10
days thereafter deliver written notice of the Demand to all holders of
Conversion Shares from whom a Demand has not been received and shall use
its best efforts to register under the Act, for public sale in
accordance with the method of disposition specified in such Demand, the
number of Conversion Shares specified in such Demand (and in all written
requests for inclusion of additional Conversion Shares from such other
Holders of Conversion Shares received by CMGFC within 20 days after
notice of the Demand to such other holders). The
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holder(s) of a majority of the Conversion Shares for which registration
is requested in a Demand may designate the managing underwriter or
underwriters, subject to the approval of CMGFC, which approval shall not
be unreasonably withheld or delayed, if such managing underwriter or
underwriters are not nationally recognized. CMGFC shall be deemed to
have satisfied an obligation to register Conversion Shares pursuant to a
Demand only when a registration statement covering the Conversion Shares
specified in the Demand and any written requests delivered under this
paragraph (ii), for sale in accordance with the method of disposition
specified in the Demand, shall have become effective and the period of
distribution of the Conversion Shares contemplated thereby shall have
been completed (determined as hereinafter provided).
(iii) CMGFC shall be entitled to include in any registration
statement filed in response to a Demand made in accordance with this
Section 3(a), for sale in accordance with the method of disposition
specified by the requesting holders in such Demand, shares of Common
Stock to be sold by CMGFC for its own account, except as and to the
extent that, in the opinion of the managing underwriter(s), such
inclusion would adversely affect the marketing of the Conversion Shares
for which registration has been requested in connection with such
Demand. Except for registration statements on Form X-0, X-0 or any
successor forms thereto, CMGFC will not file with the Securities and
Exchange Commission (the "Commission") any other registration statement
with respect to its securities, whether for its own account or that of
other security holders, from the date of receipt of a Demand pursuant to
this Section 3(a) until 90 days following the completion of the period
of distribution of the Conversion Shares contemplated thereby
(determined as hereinafter provided).
(iv) CMGFC may at its option elect that any requested
registration pursuant to this Section 3(a) be delayed for a period not
in excess of 180 days from the date of such Demand; provided, that such
right to delay a Demand may not be exercised by CMGFC pursuant to this
Section 3(a) either (A) in connection with an initial public offering or
(B) more than once in any twelve-month period (so that no such election
by CMGFC may be
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made within twelve months of a previous election by CMGFC under this
paragraph (iv)).
(v) Notwithstanding anything to the contrary contained in
paragraph (i) of this Section 3(a), no Demand may be made under this
Section 3(a) within 180 days after the effective date of a registration
statement filed by CMGFC covering a firm commitment underwritten public
offering in which the holders of Conversion Shares shall have been
entitled to join pursuant to Section 3(b) and in which there shall have
been effectively registered all Conversion Shares as to which
registration shall have been requested in accordance with Section 3(b).
(b) Each time that CMGFC proposes to file under the Act a
registration statement relating, in whole or in part, to any of its equity
securities (except for registration statements on Form X-0, X-0, or any
successor forms thereto), CMGFC shall at least forty-five (45) days prior to
such filing give written notice of such proposed filing to each holder of
outstanding Subordinated Debt, Preferred Shares or Conversion Shares not
theretofore registered under the Act. CMGFC shall designate the managing
underwriter or underwriters with respect to any registration initiated by CMGFC,
subject to the approval of the Holder. Upon receipt by CMGFC not more than
thirty (30) days thereafter of a written request from any such holder for
registration of Conversion Shares under this subsection, subject to the
provisions of the succeeding sentence, CMGFC shall include in such filing and
shall use its best efforts to register the Conversion Shares as to which such
holder requested registration; provided, however, if at any time after giving
written notice of its intention to register any equity securities and prior to
the effective date of the registration statement filed in connection with such
registration, CMGFC shall determine for any reason not to register such equity
securities, CMGFC may, at its election, give written notice of such
determination to each holder of the Subordinated Debt or the Preferred Stock
and/or Conversion Shares and, thereupon, shall be relieved from its obligation
with such registration (but not from its obligation to pay the registration
expenses in connection therewith). If the managing or principal underwriters
named in the registration statement shall advise CMGFC and the Holders which
have requested Conversion Shares to be registered pursuant thereto that, in the
good faith judgment
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of such managing or principal underwriters, the number of shares of Common Stock
which such Holders, CMGFC and all other shareholders have requested be included
in such registration statement exceed the number of shares it is advisable to
offer and to sell at such time, then the number of shares of Common Stock to be
registered and sold pursuant to such registration statement shall be
appropriately reduced. In such case, the number of shares of Common Stock to be
sold after such reduction shall be allocated to CMGFC, and the amount of shares
remaining to be registered and sold after such allocation to CMGFC shall be
ratably allocated among the Holders and such other shareholders in the same
proportion as the original number of shares requested by such Person to be
registered bears to a fraction, the numerator of which is the aggregate number
of shares to be registered requested by such Person and the denominator of which
is the aggregate number of shares requested to be registered by all such
Persons.
(c) In connection with any registration pursuant to this Section
3:
(i) Upon the request of one or more holders of Conversion Shares
then being registered, CMGFC will cooperate with any underwriters (as
defined in the Act) for the requesting party, including, without
limitation, providing such information, certificates, comfort letters of
accountants and opinions of counsel as may be reasonably requested by
such underwriters.
(ii) CMGFC will furnish to the holders of the Conversion Shares
being registered, at CMGFC's sole cost and expense, such number of
prospectuses conforming to the requirements of the Act, and the rules
and regulations thereunder, relating to the Conversion Shares subject
thereto as may from time to time be reasonably requested by such
holders.
(iii) All fees, disbursements and expenses in connection with the
registration, other than any underwriting discount or commissions which
shall be paid from the proceeds of the sale of the shares of stock of
CMGFC being registered, shall be borne by CMGFC, including, without
limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for CMGFC and expenses of complying with
applicable securities or Blue Sky laws.
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(iv) CMGFC agrees at its own expense to effect and to keep
effective, for at least 270 days after the date of effectiveness,
necessary registrations or qualifications under the securities or Blue
Sky laws of such jurisdictions as may be reasonably requested by any of
the holders of the Conversion Shares or by any underwriters for such
holders so as to permit the disposition of the Conversion Shares being
registered.
(v) Each Holder agrees to provide in an expeditious manner
whatever information and undertakings are reasonably requested by CMGFC
in order to comply with the requirements of the Act and of the
Securities Exchange Act of 1934, as amended, the rules and regulations
thereunder and the guides and other pronouncements of the Commission in
connection with the registration of such Holder's Conversion Shares.
Each Holder will have the opportunity to review and correct any portions
of any disclosure materials pertaining to such Holder prior to their
filing or use in such disclosure materials.
(vi) CMGFC will indemnify and hold harmless each holder of
Conversion Shares, and such holder's officers, employees, directors and
agents and any underwriter (as defined in the Act) who participates in
such registration for such holder and each person, if any, who controls
such holder or any such underwriter against any losses, claims, damages
or liabilities, joint or severally, or actions in respect thereof to
which such holder or any such underwriter or controlling person may
become subject under the Act, or otherwise, insofar as such losses,
claims damages, liabilities or actions in respect thereof arise out of,
or are based upon, any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under which
such Conversion Shares were registered under the Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or arise out of, or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse such holder or any such underwriter or controlling person
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such
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loss, claim, damage, liability or action; provided that to the extent
that any such loss, claim, damage or liability arises out of, or is
based upon, an untrue statement or alleged untrue statement or omission
or alleged omission made in said registration statement, said
preliminary prospectus or said final prospectus or any said amendment or
supplement in reliance upon, and in conformity with, written information
furnished to CMGFC by any Holder or by any underwriter for such Holder
specifically for use in the preparation thereof, CMGFC will not be so
liable to such Holder or such controlling person or underwriter.
(vii) The Holder shall not be required to (A) make any
representations and warranties to CMGFC or the underwriters other than
representations and warranties regarding the Holder, the Conversion
Shares and the Holder's intended method of distribution and any other
representation and warranty required by law and (B) provide
indemnification to CMGFC or the underwriters in connection with the
offering.
(viii) Each Holder will indemnify and hold harmless CMGFC, and
CMGFC's officers, employees, directors and agents and any underwriter
(as defined in the Act) who participates in such disclosure for CMGFC
and each person, if any, who controls CMGFC or any such underwriter
against any losses, claims, damages or liabilities, joint or severally,
or actions in respect thereof to which CMGFC or any such underwriter or
controlling person may become subject under the Act, or otherwise,
insofar as such losses, claims damages, liabilities or actions in
respect thereof arise out of, or are based upon, any untrue statement or
alleged untrue statement of any material fact pertaining to such Holder
and furnished by such Holder in writing specifically for inclusion in,
and contained in, any registration statement under which such Conversion
Shares were registered under the Act, any preliminary prospectus or
final prospectus contained therein, and will reimburse CMGFC or any such
underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided
that to the extent that any such loss, claim, damage or liability arises
out of, or is based upon, an untrue statement or
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alleged untrue statement made in said registration statement, said
preliminary prospectus or said final prospectus or any said amendment or
supplement in reliance upon, and in conformity with, written information
furnished to such Holder by CMGFC or by any such underwriter for CMGFC
specifically for use in the preparation thereof, such Holder will not be
so liable to CMGFC or such controlling person or underwriter.
4. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF TRIAL BY
JURY. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF
LAWS RULES APPLIED IN THE STATE OF NEW YORK. WITH RESPECT TO ANY CLAIM ARISING
OUT OF THIS REGISTRATION RIGHTS AGREEMENT (A) EACH PARTY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND (B) EACH PARTY
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING HERETO
BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES THE RIGHT TO OBJECT, WITH
RESPECT TO SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT,
THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, CFS, CTS AND CMGFC EACH IRREVOCABLY WAIVES ALL
RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR IN CONNECTION WITH THIS REGISTRATION RIGHTS AGREEMENT OR ANY MATTER ARISING
HEREUNDER.
5. "Market Stand-Off" Agreement. If requested by CMGFC and an
underwriter of Common Stock of CMGFC, the Holder shall not sell or otherwise
transfer or dispose of any Common Stock of CMGFC held by the Holder (other than
(i) those included in the registration, (ii) to an affiliate of the Holder or
(iii) in connection with the sale or transfer of substantially all of the assets
or common stock of the Holder)) during the ninety (90) day period following the
effective date of a registration statement of CMGFC filed under the Act.
6. Representation by Counsel. CMGFC hereby acknowledges to CTS
that it has been represented by counsel
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of its choice during the course of the negotiation of this Registration Rights
Agreement.
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If you agree to the foregoing terms and conditions, please so
indicate by executing the acknowledgment on the enclosed copy of this
Registration Rights Agreement and returning it to us.
Very truly yours,
CONTITRADE SERVICES L.L.C.
By:
------------------------------------------
Name:
Title: Authorized Signatory
By:
------------------------------------------
Name:
Title: Authorized Signatory
Accepted and agreed by:
CMG FUNDING CORP.
By:
----------------------------
Name: Xxxx Xxx
Title: President
[Signature Page to Registration Rights Agreement]
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Execution Copy
AMENDMENT 1 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment 1, dated October 24, 1997 (the "Amendment"), to
the Registration Rights Agreement (the "Registration Rights Agreement"), dated
December 17, 1996, between CMG Funding Corp., ("CMG"), and ContiTrade Services
L.L.C ("CTS").
WHEREAS, the parties hereto have entered into the Registration
Agreement, dated as of December 17, 1996, and now wish to amend certain
provisions in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the promises and agreements
contained herein, the parties hereto agree to amend the Registration Rights
Agreement and restate certain provisions thereof as follows:
1. Defined Terms. Capitalized terms used herein without
definition have the meanings ascribed to them in the Registration Rights
Agreement.
2. New Registration Rights. Clause (y) of the initial paragraph
of the Registration Rights Agreement, which reads, "the Certificate of
Incorporation of CMGFC, which permits CTS and CFC, as applicable, to convert
their Preferred Stock, or any portion thereof," shall be amended to read as
follows: "the Certificate of Incorporation of CMGFC, which permits CTS and CFC,
as applicable, to convert their Preferred Stock, or any portion thereof
(including, without limitation, Class A Preferred Stock of CMG acquired under
Paragraph 1 of the New Letter Agreement dated October 24, 1997, between CTS and
Xxxx X. Xxx, or under Paragraph 10 of Amendment 1, dated October 24, 1997, to
the Standby and Working Capital Financing Agreement, dated December 17, 1996,
the former among CMG, CTS and CMG Funding Securities Corporation ("CMGFSC"), and
the latter among CMG, CTS, CMGFSC and Continental Mortgage Group, L.C., since
succeeded by CMG),".
3. Effectiveness. This Amendment, even after due execution by the
parties hereto, will not become effective until each of Amendment 1 to the
Standby and Working Capital Financing Agreement , dated October 24, 1997 (the
"Standby Amendment"), and Amendment 1 to the Purchase and Sale Agreement, dated
October 24, 1997, as well as the New Letter Agreement, dated October 24, 1997,
between Xxxx Xxx and ContiFinancial Corporation, , and the amended Secured Note
as set forth in Paragraph 8 of the Standby Amendment have also been duly
executed and delivered by the parties thereto.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the Laws of the State of New York, without regard
to its rules regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Amendment 1 to
the Registration Rights Agreement as of the day and year first above written.
CMG FUNDING CORP.
By:
--------------------------
Name:
Title:
CONTITRADE SERVICES, L.L.C
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
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Execution Copy
AMENDMENT 2 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment 2, dated November 18, 1997 (the "Amendment"), to
the Registration Rights Agreement as amended (the "Registration Rights
Agreement"), dated as of December 17, 1996, between CMG Funding Corp., ("CMG"),
and ContiTrade Services L.L.C ("CTS").
WHEREAS, the parties hereto have entered into the Registration
Rights Agreement, dated as of December 17, 1996;
WHEREAS, the parties hereto have entered into Amendment 1 to the
Registration Rights Agreement dated as of October 24, 1997 ("Amendment 1"); and
WHEREAS, the parties hereto now wish to further amend the certain
provisions in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the promises and agreements
contained herein, the parties hereto agree to amend the Registration Rights
Agreement and restate certain provisions thereof as follows:
1. Defined Terms. Capitalized terms used herein without
definition have the meanings ascribed to them in the Registration Rights
Agreement.
2. Amendment to New Registration Rights. The parties hereto agree
that Section 2 of Amendment 1 entitled New Registration Rights is hereby revoked
and shall have no force or effect whatsoever.
3. Amended Registration Rights. Clause (y) of the initial
paragraph of the Registration Rights Agreement, which reads, "the Certificate of
Incorporation of CMGFC, which permits CTS and CFC, as applicable, to convert
their Preferred Stock, or any portion thereof, into shares of CMG's common stock
(the "Common Stock")", shall be amended to read as follows: "the Certificate of
Incorporation of CMGFC, which permits CTS and CFC, as applicable, to convert
their Preferred Stock, or any portion thereof into shares of CMG's common stock,
together with (i) the CMG common stock acquired under Warrant No. 1 issued by
CMG to CTS and dated as of November 18, 1997, and (ii) the additional amount of
CMG common stock acquired under paragraph 2 of the Conversion Letter Agreement
by and between CTS and CMG and dated as of November 18, 1997 (the "Common
Stock"),"
4. Effectiveness. This Agreement, even after due execution by the
parties hereto, will not become effective until (i) each of the Conversion
Letter Agreement dated as of November 18, 1997 by and between CTS and CMG (the
"Conversion Letter Agreement"), the Termination Letter dated as of November 18,
1997, by and between CTS and Xxxx Xxx as Shareholder of CMG, Amendment 2 to the
Standby and Working Capital Financing Agreement dated as of November 18, 1997 by
and among CMG as
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Borrower, CTS as Lender and CMG Funding Securities Corp. as Residualholder,
Amendment 1 to the Investment Banking Services Agreement dated as of November
18, 1997 by and among CTS, CMG and ContiFinancial Services Corporation and
Warrant No. 1 issued by CMG to CTS and dated as of November 18, 1997, have each
also been duly executed and delivered by the parties thereto, and (ii) the
546,883 shares of Common Stock have been conveyed to CTS pursuant to Paragraph 2
of the Conversion Letter Agreement.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the Laws of the State of New York, without regard
to its rules regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Amendment 2 to
the Registration Rights Agreement as of the day and year first above written.
CMG FUNDING CORP.
By:
--------------------------
Name:
Title:
CONTITRADE SERVICES, L.L.C
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
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AMENDMENT 3 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment 3, dated December 31, 1997 (the "Amendment"), to
the Registration Rights Agreement as amended (the "Registration Rights
Agreement"), dated as of December 17, 1996, between CMG Funding Corp., ("CMG"),
and ContiTrade Services L.L.C ("CTS").
WHEREAS, the parties hereto have entered into the Registration
Rights Agreement, dated as of December 17, 1996;
WHEREAS, the parties hereto have entered into Amendment 1 to the
Registration Rights Agreement dated as of October 24, 1997 ("Amendment 1") and
Amendment 2 to the Registration Rights Agreement dated as of November 18, 1997
("Amendment 2"); and
WHEREAS, the parties hereto now wish to further amend the certain
provisions in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the promises and agreements
contained herein, the parties hereto agree to amend the Registration Rights
Agreement and restate certain provisions thereof as follows:
1. Defined Terms. Capitalized terms used herein without
definition have the meanings ascribed to them in the Registration Rights
Agreement.
2. Amended Registration Rights. Clause (y) of the initial
paragraph of the Registration Rights Agreement, as amended, which reads, "the
Certificate of Incorporation of CMGFC, which permits CTS and CFC, as applicable,
to convert their Preferred Stock, or any portion thereof, into shares of CMG's
common stock, together with the additional amount of CMG common stock acquired
under paragraph 2 of the Conversion Letter Agreement by and between CTS and CMG
and dated as of November 18, 1997 (the "Common Stock")", shall be amended to
read as follows: "the Certificate of Incorporation of CMGFC, which permits CTS
and CFC, as applicable, to convert their Preferred Stock, or any portion thereof
(including, without limitation, Class A preferred stock acquired in accordance
with Standby Agreement Amendment 3 (as defined below) into shares of CMG's
common stock, together with (i) the CMG common stock acquired under Warrant 2 or
Warrant No. 3, each issued by CMG to CTS and dated as of December 31, 1997, and
(ii) the additional amount of CMG common stock acquired under paragraph 2 of the
Conversion Letter Agreement by and between CTS and CMG and dated as of November
18, 1997 (the "Common Stock"),"
3. Effectiveness. This Agreement, even after due execution by the
parties hereto, will not become effective until (i) each of the Conversion
Letter Agreement No. 2 dated as of December 31, 1997 by and between CTS and CMG
(the "Conversion Letter Agreement No. 2"), Amendment 3 to the Standby and
Working
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Capital Financing Agreement dated as of December 31, 1997 by and among CMG as
Borrower, CTS as Lender and CMG Funding Securities Corp. as Residualholder
("Standby Agreement Amendment 3"), Amendment 2 to the Investment Banking
Services Agreement dated as of December 31, 1997 by and among CTS, CMG and
ContiFinancial Services Corporation, Amendment 2 to the Purchase and Sale
Agreement dated as of December 31, 1997, among CMG and CTS, Warrant No. 2 issued
by CMG to CTS and dated as of December 31, 1997 has been exchanged for Warrant
No. 1 held by CTS, and Warrant No. 3 issued by CMG to CTS and dated as of
December 31, 1997, have each also been duly executed and delivered by the
parties thereto, and (ii) the 410,581 shares of Class A Preferred Stock have
been conveyed to CTS pursuant to Paragraph 2 of the Conversion Letter Agreement
No. 2.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the Laws of the State of New York, without regard
to its rules regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Amendment 3 to
the Registration Rights Agreement as of the day and year first above written.
CMG FUNDING CORP.
By:
--------------------------
Name:
Title:
CONTITRADE SERVICES, L.L.C
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
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