EXHIBIT 10.41
AMENDMENT NO. 1
dated as of April 15, 2003
among
CPS FUNDING LLC,
CONSUMER PORTFOLIO SERVICES, INC.,
SYSTEMS & SERVICES TECHNOLOGIES, INC.
and
BANK ONE TRUST COMPANY, N.A.
to
Sale and Servicing Agreement
dated as of January 9, 2003
among
CPS Funding LLC,
Consumer Portfolio Services, Inc.,
Systems & Services Technologies, Inc.
And
Bank One Trust Company, N.A.
AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of April 15, 2003 (the "AMENDMENT") among CPS
FUNDING LLC, a Delaware Limited Liability company (the "PURCHASER"), CONSUMER
PORTFOLIO SERVICES, INC., a California corporation (in its capacities as Seller,
the "SELLER" and as Servicer, the "SERVICER", respectively), SYSTEMS & SERVICES
TECHNOLOGIES, INC., a Delaware corporation ("SST"), as Backup Servicer (the
"BACKUP SERVICER") and BANK ONE TRUST COMPANY, N.A., a national banking
association (in its capacities as Standby Servicer, the "STANDBY SERVICER" and
as Trustee, the "TRUSTEE", respectively) ("BANK ONE"), to the SALE AND SERVICING
AGREEMENT DATED JANUARY 9, 2003 (the "SALE AND SERVICING AGREEMENT").
RECITALS
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WHEREAS, the Purchaser, the Seller, the Servicer, the Backup Servicer,
the Standby Servicer and the Trustee (collectively, the "AMENDING PARTIES") have
entered into the Sale and Servicing Agreement and the Amending Parties desire to
amend the Sale and Servicing Agreement in certain respects as provided below.
WHEREAS, Section 13.1(b) of the Sale and Servicing Agreement provides
for amendments to be made thereto by the Amending Parties with the consent of
the Insurer, which consent shall be given by the execution by the Insurer of a
copy of this Amendment.
AGREEMENTS
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In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the Amending Parties agree as follows:
ARTICLE I
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DEFINITIONS
SECTION 1.1. DEFINED TERMS. Unless defined in this Amendment,
capitalized terms used in this Amendment (including in the Preamble and the
Recitals) shall have the meaning given such terms in the Sale and Servicing
Agreement.
ARTICLE II
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AMENDMENT
SECTION 2.1. AMENDMENTS TO SECTION 2.1. (a) Section 2.1(b)(vi) is
hereby amended by deleting the number "15,000" between the words "with less
than" and the word "miles" in both clauses A and B thereof and replacing such
number by "25,000".
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(b) Section 2.1(b)(xxvi)(A) is hereby amended by deleting the
clause (A) and replacing it with the following:
"(A) Not more than 3% of Aggregate Principal Balance of the
Receivables owned by the Purchaser (after giving effect to the
Purchase of Receivables on such Transfer Date) were originated
under the Seller's First Time Buyer Program and none of the
Receivables were originated by MFN Financial Corporation or
any Affiliate thereof (other than the Seller)."
SECTION 2.2. AMENDMENT TO SECTION 3.1. (a) Section 3.1(i)(B) is hereby
amended by deleting the entire sentence and replacing it by the following:
"Not more than 3% of Aggregate Principal Balance of the
Receivables owned by the Purchaser (after giving effect to the
Purchase of Receivables on such Transfer Date) were originated
under the Seller's First Time Buyer Program and each
Receivable was not originated by MFN Financial Corporation or
any Affiliate thereof (other than the Seller)"
(b) Section 3.1(ii) is hereby amended by deleting the number
"15,000" between the words "with less than" and the word "miles" in both clauses
A(1) and A(2) thereof and replacing such number by "25,000."
SECTION 2.3. AMENDMENT TO SECTION 13.1. Section 13.1(b) is hereby
amended by adding the words ", the Purchaser" between the words "Backup
Servicer" and the words "the Trustee".
ARTICLE III
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CONSENTS
SECTION 3.1. CONSENT OF INSURER. The Insurer hereby consents to the
amendments contemplated by this Amendment.
ARTICLE IV
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MISCELLANEOUS
SECTION 4.1. RATIFICATION. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the Amending
Parties under the Sale and Servicing Agreement, nor alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Sale and Servicing Agreement, all of which are
hereby ratified and affirmed in all respects by each of the Amending Parties and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the Sale and Servicing
Agreement specifically referred to herein and any references in the Sale and
Servicing Agreement to the provisions of the Sale and Servicing Agreement
specifically referred to herein shall be to such provisions as amended by this
Amendment.
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SECTION 4.2. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 4.3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED, AND THIS AMENDMENT, ALL MATTERS ARISING OR RELATING IN ANY WAY TO
THIS AMENDMENT AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.
SECTION 4.4. WAIVER OF NOTICE. Each of the Amending Parties waives any
prior notice and any notice period that may be required by any other agreement
or document in connection with the execution of this Amendment.
SECTION 4.5. HEADINGS. The headings of Sections contained in this
Amendment are provided for convenience only. They form no part of this Amendment
or the Sale and Servicing Agreement and shall not affect the construction or
interpretation of this Amendment or the Sale and Service Agreement or any
provisions hereof or thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Amending Parties have caused this Amendment to
be duly executed by their respective duly authorized officers as of the day and
year first above written.
CPS FUNDING LLC
By:
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Name: David Kenneally
Title: Vice President
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CONSUMER PORTFOLIO SERVICES, INC., as Seller
By:
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Name: Charles E. Bradley, Jr.
Title: President
CONSUMER PORTFOLIO SERVICES, INC., as Servicer
By:
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Name: Charles E. Bradley, Jr.
Title: President
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SYSTEMS & SERVICES TECHNOLOGIES, INC.,
as Backup Servicer
By:
----------------------------------
Name:
Title:
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BANK ONE TRUST COMPANY, N.A.
as Trustee
By:
---------------------------------
Name:
Title:
BANK ONE TRUST COMPANY, N.A.
as Standby Servicer
By:
---------------------------------
Name:
Title:
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CONSENTED TO BY:
FINANCIAL SECURITY ASSURANCE INC.
as Insurer
By:
---------------------------------
Name:
Title:
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