EXHIBIT 10.5.1
AMENDMENT NO. 1
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dated as of June 30, 2006
among
PAGE FUNDING LLC,
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as Purchaser and Issuer,
CONSUMER PORTFOLIO SERVICES, INC.,
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as Seller and Servicer,
and
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Backup Servicer and Trustee
to the
Second Amended and Restated Sale and Servicing Agreement
dated as of April 18, 2006
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of June 30, 2006 (the "Amendment") by and among
PAGE FUNDING LLC, a Delaware limited liability company (in its capacities as
Purchaser, the "Purchaser" and as Issuer, the "Issuer," respectively), CONSUMER
PORTFOLIO SERVICES, INC., a California corporation (in its capacities as Seller,
the "Seller" and as Servicer, the "Servicer," respectively), WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association (in its capacities as
Backup Servicer, the "Backup Servicer" and as Trustee, the "Trustee,"
respectively).
PRELIMINARY STATEMENT
Reference is made to the Second Amended and Restated Sale and Servicing
Agreement dated as of April 18, 2006, among PAGE FUNDING LLC, CONSUMER PORTFOLIO
SERVICES, INC., and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Sale and Servicing
Agreement").
RECITALS
WHEREAS, PAGE FUNDING LLC, CONSUMER PORTFOLIO SERVICES, INC., and WELLS
FARGO BANK, NATIONAL ASSOCIATION (collectively, the "Amending Parties") have
executed the Sale and Servicing Agreement and the Amending Parties desire to
amend the Sale and Servicing Agreement in certain respects as provided below;
and
WHEREAS, UBS Real Estate Securities Inc., as Noteholder, desires to consent
to this Amendment.
ARTICLE I - DEFINITIONS
SECTION 1.1. Defined Terms. Unless otherwise 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 Annex A to the Sale and
Servicing Agreement, as identifiable from the context in which such term is
used.
ARTICLE II - AMENDMENT
SECTION 2.1 Amendment to Annex A to the Sale and Servicing Agreement. In
Annex A to the Sale and Servicing Agreement, the definitions of "Advance Rate,"
"CPS Borrowing Base" and "TFC Borrowing Base" are hereby amended and restated in
their entirety to read, respectively. as follows:
"ADVANCE RATE" as of any day means (a) with respect to each TFC
Receivable, 70% and (b) with respect to each CPS Receivable, 83%.
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"CPS BORROWING BASE" means, as of any date of determination, an
amount equal to the lesser of (A) 87% of Market Value and (B)(I)
the excess of (a) the Aggregate Principal Balance of the CPS
Receivables (after giving effect to Available Funds allocable to
principal payments made by Obligors) over (b) the Excess
Concentration Amount for the CPS Receivables multiplied by (II)
the Advance Rate applicable with respect to CPS Receivables.
"TFC BORROWING BASE" means, as of any date of determination, an
amount equal to the lesser of (A) 80% of Market Value and (B)(I)
the excess of (a) the Aggregate Principal Balance of the TFC
Receivables (after giving effect to Available Funds allocable to
principal payments made by Obligors) over (b) the Excess
Concentration Amount for the CPS Receivables multiplied by (II)
the Advance Rate applicable with respect to TFC Receivables;
provided, however, that on or after the occurrence of a TFC
Funding Termination Event, the TFC Borrowing base shall equal
zero.
ARTICLE III - EFFECTIVENESS
SECTION 3.1. Effective Date. This Amendment shall be effective as of the
date of this Amendment upon satisfaction of the following conditions:
(a) Execution and delivery by the parties hereto and UBS Real Estate
Securities, Inc. of this Amendment, and
(b) Payment to the Note Purchaser, or its designee, of a consent fee in
the amount of One Hundred Thousand Dollars ($100,000.00).
ARTICLE IV - MISCELLANEOUS
SECTION 4.1. Ratification; Representations and Warranties, Etc.
(a) Except as expressly amended hereby, all of the terms of the Basic
Documents shall remain in full force and effect and are hereby ratified and
confirmed in all respects. This Amendment shall not constitute a novation;
(b) The Purchaser, Seller, Issuer and Servicer each hereby represents and
warrants that (i) it has the requisite power and authority, and legal right, to
execute and deliver this Amendment and to perform its obligations under this
Amendment, the Sale and Servicing Agreement, as amended hereby, and the Basic
Documents, (ii) it has taken all necessary corporate and legal action to duly
authorize the execution and delivery of this Amendment and the performance of
its obligations under this Amendment, (iii) this Amendment has been duly
executed and delivered by it, (iv) this Amendment constitutes its legal, valid
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and binding obligation, enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law), and (v), after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing;
(c) Each representation and warranty contained in the Basic Documents (as
modified by this Amendment, if applicable) is true and correct and is hereby
restated and affirmed; and
(d) Each covenant contained in the Basic Documents (as modified by this
Amendment, if applicable) is hereby restated and affirmed.
SECTION 4.2. Further Assurances. The parties hereto hereby agree to execute
and deliver such additional documents, instruments or agreements as may be
reasonably necessary and appropriate to effectuate the purposes of this
Amendment and the other Basic Documents.
SECTION 4.3. Conflicts. In the event of a conflict of any provision hereof
with any provision or definition set forth in the Basic Documents, the
provisions and definitions of this Amendment shall control.
SECTION 4.4. Severability. Any provision of this Amendment or any other
Basic Document which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.
SECTION 4.5. Entire Agreement. This Amendment and the other Basic Documents
constitute the entire agreement among the parties relative to the subject matter
hereof. Any previous agreement among the parties with respect to the subject
matter hereof is superseded by this Amendment and the other Basic Documents.
Nothing in this Amendment or in the other Basic Documents, expressed or implied,
is intended to confer upon any party other than the parties hereto and thereto
any rights, remedies, obligations or liabilities under or by reason of this
Amendment or the other Basic Documents.
SECTION 4.6. Binding Effect. This Amendment and the other Basic Documents
shall be binding upon and shall be enforceable by Purchaser, Seller, Issuer,
Servicer, Note Purchaser, the Backup Servicer and the Trustee and their
respective successors and permitted assigns.
SECTION 4.7. 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.
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SECTION 4.8. GOVERNING LAW. THIS AMENDMENT AND ALL MATTERS ARISING OUT OF
OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES.
SECTION 4.9. Headings. The headings of Sections contained in this Amendment
are provided for convenience only. They form no part of this Amendment or the
Series Supplement and shall not affect the construction or interpretation of
this Amendment or Series Supplement or any provisions hereof or thereof.
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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. PAGE FUNDING LLC, as Purchaser and as Issuer
By: /s/ MARK CREATURA
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Title: Vice President
CONSUMER PORTFOLIO SERVICES, INC., as
Seller and as Servicer
By: /s/ JEFFREY P. FRITZ
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Title: Sr. Vice President & CFO
WELLS FARGO BANK, NATIONAL ASSOCIATION, not
in its individual capacity, but solely as
Backup Servicer and Trustee
By: /s/ JASON VAN VLEET
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Title: Assistant Vice President
CONSENTED TO BY:
UBS REAL ESTATE SECURITIES, INC.,
as Noteholder and Note Purchaser
By: /s/ REGINALD DE VILLIERS
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Name: Reginald de Villiers
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Title: Director
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By: /s/ MUSTAFIZ SHAHMOHAMMED
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Name: Mustafiz Shahmohammed
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Title: Executive Director
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