REGISTRATION RIGHTS AGREEMENT
AGREEMENT made as of June 12, 1997, between CONSUMER PORTFOLIO SERVICES, INC., a
California corporation (the "Company"), and STANWICH FINANCIAL SERVICES, CORP., a Rhode Island
This Agreement is made pursuant to the $15,000,000 Partially Convertible Note (the "Note"), dated June 12,
1997, between the Company and the Purchaser, under which the Company has agreed, among other things,
upon certain terms and conditions contained in the Note, that 20% of the face amount of the Note is convertible
into shares of common stock of the Company.
To induce the Purchaser to provide funds to the Company pursuant to the terms of the Note, the Company has
agreed to provide the registration rights set forth in this Agreement. This Agreement shall become effective upon
the issuance of any shares of common stock of the Company to the Purchaser (or any other holder of the Note)
pursuant to the terms of the Note.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective
(a) "Agreement" shall mean this Registration Rights Agreement.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as the same has been or may hereafter be
(c) "Holder" means any person owning or having the right to acquire the Shares.
(d) "Indemnified Party" shall mean a party entitled to indemnification under Section 7 of this Agreement.
(e) "Indemnifying Party" shall mean the party required to provide indemnification under Section 7 of this
(f) "Other Shareholders" shall mean, collectively, officers or directors of the Company who own common stock
of the Company or other holders of the Company common stock who are entitled, by contract