Exhibit 10.6
Subsequent Receivables Purchase Agreement
SUBSEQUENT SAMCO ASSIGNMENT
For value received, in accordance with the Subsequent Purchase
Agreement dated as of September 11, 1997, 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 related Schedule of Subsequent Samco Receivables and, with respect
to Subsequent CPS Receivables which are Rule of 78's Receivables, all monies due
or to become due thereon after the related Subsequent Cutoff Date (including
Scheduled Payments due after the related Subsequent Cutoff Date (including
principal prepayments relating to such Scheduled Payments) but received by the
Seller on or before the related Subsequent Cutoff Date) and, with respect to
Subsequent CPS Receivables which are Simple Interest Receivables, all monies
received thereunder after the related Subsequent Cutoff Date and all Liquidation
Proceeds and Recoveries 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; and (vi) the proceeds of any
and all of the foregoing (collectively, the "Subsequent Transferred Samco
Property" and together with any Subsequent Transferred CPS 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.
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 September 11, 1997.
SAMCO ACCEPTANCE CORP.
By:
Name:
Title:
SUBSEQUENT SAMCO PURCHASE AGREEMENT
THIS SUBSEQUENT PURCHASE AGREEMENT (the "Subsequent Samco Agreement")
is made and entered into as of September 11, 1997 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 Samco Purchase Agreement (the
"Samco Purchase Agreement") dated as of August 1, 1997, 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 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 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 related Schedule of Subsequent Samco Receivables and,
with respect to Subsequent CPS Receivables which are Rule of 78's Receivables,
all monies due or to become due thereon after the related Subsequent Cutoff Date
(including Scheduled Payments due after the related Subsequent Cutoff Date
(including principal prepayments relating to such Scheduled Payments) but
received by the Seller on or before the related Subsequent Cutoff Date) and,
with respect to Subsequent CPS Receivables which are Simple Interest
Receivables, all monies received thereunder after the related Subsequent Cutoff
Date and all Liquidation Proceeds and Recoveries 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; and (vi) the proceeds of any
and all of the foregoing (collectively, the "Subsequent Transferred Samco
Property" and together with any Subsequent Transferred CPS Property, the
"Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Samco 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
$363,749.03, shall be paid by the Purchaser in cash to the Seller on the
Subsequent Closing Date.
SECTION 4. 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 5. 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.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed this 11th day of September, 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 SAMCO PURCHASE AGREEMENT
FORM OF SUBSEQUENT SAMCO ASSIGNMENT
For value received, in accordance with the Subsequent Purchase
Agreement dated as of September 11, 1997, 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 related Schedule of Subsequent Samco Receivables and, with respect
to Subsequent CPS Receivables which are Rule of 78's Receivables, all monies due
or to become due thereon after the related Subsequent Cutoff Date (including
Scheduled Payments due after the related Subsequent Cutoff Date (including
principal prepayments relating to such Scheduled Payments) but received by the
Seller on or before the related Subsequent Cutoff Date) and, with respect to
Subsequent CPS Receivables which are Simple Interest Receivables, all monies
received thereunder after the related Subsequent Cutoff Date and all Liquidation
Proceeds and Recoveries 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; and (vi) the proceeds of any
and all of the foregoing (collectively, the "Subsequent Transferred Samco
Property" and together with any Subsequent Transferred CPS 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.
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.
A-1
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 September 11, 1997.
SAMCO ACCEPTANCE CORP.
By:
Name:
Title:
A-2
