Exhibit 10.23
RESCISSION AGREEMENT
This Agreement date as of June 3, 1998 is among NAB Asset Corporation
("NAB"), Consumer Portfolio Services, Inc. ("CPS") and the following individuals
(collectively, the "Sellers"): Xxxxxxx X. Xxxxxxx ("Xxxxxxx, Sr."), Xxxxxxx X.
Xxxxxxx, Xx. ("Xxxxxxx, Jr."), Xxxx X. Xxxxx ("Xxxxx") and Xxxxx X. Xxxxxx
("Xxxxxx").
WHEREAS, the Sellers (other than Xxxxxx) and NAB are parties to a Stock
Purchase Agreement dated February 24, 1998 (the "Purchase Agreement"); and
WHEREAS, pursuant to the Purchase Agreement, on March 2, 1998 NAB purchased
from the Sellers the following shares of the common stock of Stanwich Holdings,
Inc. ("Holdings"):
Seller No. of Shares
------ -------------
Xxxxxxx, Sr. 4,250
Xxxxxxx, Jr. 4,250
Xxxxx 750
-----
Total 9,250
; and
WHEREAS, as purchase price for such shares, NAB issued to such Sellers its
promissory notes dated March 2, 1998 in the following principal amounts
(collectively, the "Seller Notes"):
Seller Principal Amount
------ ----------------
Xxxxxxx, Sr. $1,456,103
Xxxxxxx, Jr. $1,456,103
Xxxxx $ 256,959
; and
WHEREAS, on March 2, 1998 NAB purchased 750 shares of Holdings common stock
from Xxxxxx for a purchase price of $750 in cash (the "Cash Payment"); and
WHEREAS, the shares purchased from Xxxxxx and the other Sellers, as
described above, constitute all of the outstanding shares of Holdings common
stock and are hereinafter referred to collectively as the "Holdings Shares"; and
WHEREAS on March 2, 1998, NAB, CPS and the Sellers entered into an Option
Termination Agreement (the "Termination Agreement") pursuant to which, on such
date, (1) CPS terminated certain options it held to purchase the Holdings Shares
(the
"Options") and (2) in consideration thereof, NAB issued its promissory note
dated March 2, 1998 in the principal amount of $530,835 (the "CPS Note") to CPS;
and
WHEREAS, NAB, CPS and the Sellers had expected that NAB would derive
certain economic and tax benefits from its acquisition and ownership of the
Holdings Shares; and
WHEREAS, NAB, CPS and the Sellers have determined since March 2, 1998 that
such economic and tax benefits will not be available to NAB; and
WHEREAS, as a result thereof, the Sellers and CPS have offered to rescind
the transactions described in the foregoing "WHEREAS" clauses of this Agreement,
and NAB has agreed to such rescission.
NOW THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
Section 1. Rescission of Purchase Agreement Transactions
NAB and the Sellers (other than Xxxxxx) hereby agree that (i) NAB's
purchase of 9,250 of the Holdings Shares from such Sellers pursuant to the
Purchase Agreement is hereby rescinded and (ii) the Purchase Agreement is hereby
terminated.
Section 2. Rescission of Transaction with Xxxxxx
NAB and Xxxxxx hereby agree that NAB's purchase of 750 of the Holdings
Shares from him for the Cash Payment is hereby rescinded.
Section 3. Rescission of Termination Agreement Transaction.
NAB, CPS and the Sellers hereby agree (i) the transactions effected
pursuant to the Termination Agreement are hereby rescinded and (ii) the
Termination Agreement is hereby terminated.
Section 4. Actions to Effect Rescission
(a) The Sellers (other than Xxxxxx) have delivered the original of the
Seller Notes to NAB marked "Rescinded".
(b) Xxxxxx has delivered to NAB his $750 check payable to NAB in repayment
of the Cash Payment.
(c) CPS has delivered the original of the CPS Note to NAB marked
"Rescinded."
(d) NAB has delivered to the Sellers Certificate No. C-5, representing
10,000 Holdings Shares in NAB's name, together with duly executed stock powers
to re-transfer such shares to the Sellers as follows:
Seller No. of Shares
------ -------------
Xxxxxxx, Sr. 4,250
Xxxxxxx, Jr. 4,250
Xxxxx 750
Xxxxxx 750
------
Total 10,000
Section 5. Reinstatement of the Options
CPS and the Sellers hereby agree that the Options (as such term is defined
in the Termination Agreement) are hereby reinstated with the same effect as if
never terminated.
Section 6. Miscellaneous
This Agreement (i) contains the entire understanding of the parties with
respect to the subject matter hereof, (ii) shall inure to the benefit of and be
binding upon the parties hereto and their respective successors, assigns,
personal representatives and heirs, (iii) shall be governed and construed in
accordance with California law, without regard to principals of conflicts of
laws and (iv) may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which together shall be considered one and
the same agreement
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written
NAB ASSET CORPORATION /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx, President /s/ Xxxxxxx X. Xxxxxxx, Xx.
-----------------------------
Xxxxxxx X. Xxxxxxx, Xx.
CONSUMER PORTFOLIO SERVICES, INC.
/s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx, Senior Vice President
/s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
