[EXECUTION COPY]
THIS SUBSEQUENT PURCHASE AGREEMENT (this "Subsequent Purchase
Agreement") is made and entered into as of December 18, 1998 by and between
SAMCO ACCEPTANCE CORP., a Delaware corporation (the "Seller"), and CPS
RECEIVABLES CORP., a California corporation (together with its successors and
assigns, the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser, as purchaser, has agreed to purchase from the
Seller, as seller, and the Seller, pursuant to the Purchase Agreement (the
"Samco Purchase Agreement") dated as of December 1, 1998, between the Purchaser
and the Seller, is transferring to the Purchaser the Subsequent Samco
Receivables listed on the Schedule of Subsequent Samco Receivables annexed
hereto as Exhibit A (the "Subsequent Samco Receivables") and related Subsequent
Transferred Samco Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, the Purchaser and the Seller, intending to
be legally bound, hereby agree as follows:
Definitions
SECTION 1. Capitalized terms used herein without definition shall have
the respective meanings assigned to such terms in the Samco Purchase Agreement.
SECTION 2. Conveyance of Subsequent Samco Receivables. For value
received, in accordance with the Samco Purchase Agreement, the Seller does
hereby sell, assign, transfer and otherwise convey unto the Purchaser, without
recourse (but without limitation of its obligations under the Samco Purchase
Agreement), all right, title and interest of the Seller in and to: (i) the
Subsequent Samco Receivables listed in the Schedule of Subsequent Samco
Receivables annexed hereto as Exhibit A and all monies received thereunder after
December 14, 1998 (the "Subsequent Cutoff Date") and all Net Liquidation
Proceeds received with respect to such Subsequent Samco Receivables; (ii) the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Subsequent Samco Receivables and any other interest of the Seller in such
Financed Vehicles, including, without limitation, the certificates of title or,
with respect to Financed Vehicles in the State of Michigan, other evidence of
ownership with respect to Financed Vehicles; (iii) any proceeds from claims on
any physical damage, credit life and credit accident and health insurance
policies or certificates relating to the Financed Vehicles securing the
Subsequent Samco Receivables or the Obligors thereunder; (iv) refunds for the
costs of extended service contracts with respect to Financed Vehicles securing
the Subsequent Samco Receivables, refunds of unearned premiums with respect to
credit life and credit accident and health insurance policies or certificates
covering an Obligor or Financed Vehicle securing the Subsequent Samco
Receivables or his or her
obligations with respect to such a Financed Vehicle and any recourse to Dealers
for any of the foregoing; (v) the Receivable File related to each Subsequent
Samco Receivable; (vi) the proceeds of any and all of the foregoing and (vii)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Subsequent Transferred Samco Property" and
together with any Subsequent Transferred CPS Property and/or any Subsequent
Transferred Line Property, the "Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Property. In
consideration for the Subsequent Samco Receivables and other Subsequent
Transferred Samco Property, subject to the terms and conditions hereof, the
purchase price for the Subsequent Samco Receivables, in the amount of
$2,516,336.10, shall be paid by the Purchaser in cash to the Seller on the
Subsequent Closing Date.
SECTION 4. Conveyance as Sale of Receivables Not Financing. The parties
hereto intend that the conveyance hereunder be a sale of the Subsequent Samco
Receivables and the related Transferred Samco Property from the Seller to the
Purchaser and not a financing secured by such assets; and the beneficial
interest in and title to the Subsequent Samco Receivables and the related
Transferred Samco Property shall not be part of the Seller's estate in the event
of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. In the event that any conveyance hereunder is for any reason not
considered a sale, the parties intend that this Agreement constitute a security
agreement under the UCC (as defined in the UCC as in effect in the State of
Texas) and applicable law, and the Seller hereby grants to the Purchaser a first
priority perfected security interest in, to and under the Subsequent Samco
Receivables and the related Transferred Samco Property being delivered to the
Purchaser on the Subsequent Closing Date, and other property conveyed hereunder
and all proceeds of any of the foregoing for the purpose of securing payment and
performance of the Securities and the repayment of amounts owed to the Purchaser
from the Seller.
SECTION 5. Representations and Warranties of the Seller. This Agreement
is made pursuant to and upon the representations, warranties, covenants and
agreements on the part of the Seller contained in the Samco Purchase Agreement
and is to be governed by the Samco Purchase Agreement. All of such
representations, warranties, covenants and agreements are hereby incorporated
herein and are in full force and effect as though specifically set forth herein.
SECTION 6. Representations and Warranties of the Purchaser. This
Agreement is made pursuant to and upon the representations, warranties,
covenants and agreements on the
part of the Purchaser contained in the Samco Purchase Agreement and is to be
governed by the Samco Purchase Agreement. All of such representations,
warranties, covenants and agreements are hereby incorporated herein and are in
full force and effect as though specifically set forth herein.
[Rest of page intentionally blank]
(3)
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed this 18th day of December 1998, but effective as of the date and
year first written above.
SAMCO ACCEPTANCE CORP., as Seller
By:
Name:
Title:
CPS RECEIVABLES CORP.,
as Purchaser
By:
Name:
Title:
EXHIBIT A TO SUBSEQUENT PURCHASE AGREEMENT
SUBSEQUENT ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as
of December 18, 1998, as heretofore amended, supplemented or otherwise modified
(the "Subsequent Samco Purchase Agreement"), among the undersigned, as Seller,
and CPS Receivables Corp. (the "Purchaser"), the undersigned does hereby
transfer, assign, grant, set over and otherwise convey to the Purchaser, without
recourse (subject to the obligations in the Subsequent Samco Purchase Agreement
and the Sale and Servicing Agreement) all right, title and interest of the
Seller in and to: (i) the Subsequent Samco Receivables listed in the Schedule of
Subsequent Samco Receivables annexed hereto as Exhibit A and all monies received
thereunder after December 14, 1998 and all Net Liquidation Proceeds received
with respect to such Subsequent Samco Receivables; (ii) the security interests
in the Financed Vehicles granted by Obligors pursuant to the Subsequent Samco
Receivables and any other interest of the Seller in such Financed Vehicles,
including, without limitation, the certificates of title or, with respect to
Financed Vehicles in the State of Michigan, other evidence of ownership with
respect to Financed Vehicles; (iii) any proceeds from claims on any physical
damage, credit life and credit accident and health insurance policies or
certificates relating to the Financed Vehicles securing the Subsequent Samco
Receivables or the Obligors thereunder; (iv) refunds for the costs of extended
service contracts with respect to Financed Vehicles securing the Subsequent
Samco Receivables, refunds of unearned premiums with respect to credit life and
credit accident and health insurance policies or certificates covering an
Obligor or Financed Vehicle securing the Subsequent Samco Receivables or his or
her obligations with respect to such a Financed Vehicle and any recourse to
Dealers for any of the foregoing; (v) the Receivable File related to each
Subsequent Samco Receivable;(vi) the proceeds of any and all of the foregoing
and (vii) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Subsequent Transferred Samco Property"
and together with any Subsequent Transferred CPS Property and/or Subsequent
Transferred Linc Property, the "Subsequent Transferred Property").
The foregoing assignment, transfer and conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Subsequent Samco Receivables, the Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
(3)
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of each of the undersigned contained in
the Subsequent Samco Purchase Agreement and is to be governed by the Subsequent
Samco Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Subsequent Samco Purchase Agreement.
This Assignment shall be governed by and construed in accordance with
the internal laws of the State of New York, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed as of December 18, 1998.
SAMCO ACCEPTANCE CORP.
By:
Name:
Title:
