[EXECUTION COPY]
THIS SUBSEQUENT PURCHASE AGREEMENT (this "Subsequent Purchase
Agreement") is made and entered into as of December 18, 1998 by and between LINC
ACCEPTANCE COMPANY LLC, a Delaware limited liability company (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 "Linc
Purchase Agreement") dated as of December 1, 1998 between the Purchaser and the
Seller, is transferring to the Purchaser the Subsequent Linc Receivables listed
on the Schedule of Subsequent Linc Receivables annexed hereto as Exhibit A (the
"Subsequent Linc Receivables") and related Subsequent Transferred Linc 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 Linc Purchase Agreement.
SECTION 2. Conveyance of Subsequent Linc Receivables. For value
received, in accordance with the Linc 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 Linc Purchase Agreement),
all right, title and interest of the Seller in and to: (i) the Subsequent Linc
Receivables listed in the Schedule of Subsequent Linc 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 Linc Receivables; (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Subsequent Linc 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 Linc Receivables or the Obligors
thereunder; (iv) refunds for the costs of extended service contracts with
respect to Financed Vehicles securing the Subsequent Linc 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 Linc 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 Linc 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 Linc
Property" and together with any Subsequent Transferred CPS Property and/or any
Subsequent Transferred Samco Property, the "Subsequent Transferred Property").
SECTION 3. Consideration for Subsequent Transferred Property. In
consideration for the Subsequent Linc Receivables and other Subsequent
Transferred Linc Property, subject to the terms and conditions hereof, the
purchase price for the Subsequent Linc Receivables, in the amount of
$760,979.03, 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 Linc
Receivables and the related Transferred Linc 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 Linc Receivables and the related
Transferred Linc 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
Connecticut) and applicable law, and the Seller hereby grants to the Purchaser a
first priority perfected security interest in, to and under the Subsequent Linc
Receivables and the related Transferred Linc 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 Linc Purchase Agreement
and is to be governed by the Linc 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.
(4)
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 Linc
Purchase Agreement and is to be governed by the Linc 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 have caused this Agreement to be
duly executed this 18th day of December 1998, but effective as of the date and
year first written above.
LINC ACCEPTANCE COMPANY LLC,
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 1, 1998, as heretofore amended, supplemented or otherwise modified
(the "Linc 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 Linc Purchase Agreement and the Sale and
Servicing Agreement) all right, title and interest of the Seller in and to: (i)
the Subsequent Linc Receivables listed in the Schedule of Subsequent Linc
Receivables annexed hereto as Exhibit A and all monies received thereunder after
December 14, 1998 (the "Subsequent Cutoff Date") and all Liquidation Proceeds
and Recoveries received with respect to such Subsequent Linc Receivables; (ii)
the security interests in the Financed Vehicles granted by Obligors pursuant to
the Subsequent Linc 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 Linc Receivables or the Obligors thereunder; (iv) refunds for the
costs of extended service contracts with respect to Financed Vehicles securing
the Subsequent Linc 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 Linc 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 Linc 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 Linc
Property" and together with any Subsequent Transferred CPS Property and/or
Subsequent Transferred Samco 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 Linc Receivables, the Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
(4)
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of each of the undersigned contained in
the Linc Purchase Agreement and is to be governed by the Linc Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Linc 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.
LINC ACCEPTANCE COMPANY LLC
By:
Name:
Title: