Exhibit 10.5.2
AMENDMENT NO. 2
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dated as of June 29, 2007
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
WELLS FARGO BANK, NATIONAL ASSOCIATION,
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as Backup Servicer and Trustee
to the
Third Amended and Restated Sale and Servicing Agreement
dated as of February 14, 2007
AMENDMENT NO. 2 TO
THIRD AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
AMENDMENT NO. 2, dated as of June 29, 2007 (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 Third Amended and Restated Sale and Servicing
Agreement dated as of February 14, 2007, among PAGE FUNDING LLC, CONSUMER
PORTFOLIO SERVICES, INC., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
previously amended by Amendment No. 1 thereto, dated as of March 30, 2007 (as so
amended, the "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 Controlling Note Purchaser
and Majority Noteholder of the Highest Priority Class, desires to consent to
this Amendment.
ARTICLE I - DEFINITIONS
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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
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SECTION 2.1 AMENDMENT TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
In Annex A to the Sale and Servicing Agreement, the definition of "CLASS A
FACILITY TERMINATION DATE " is hereby amended and restated in its entirety to
read as follows:
"CLASS A FACILITY TERMINATION DATE" means the earlier of (I)
the first to occur of (A) the Class A Scheduled Maturity Date or (B)
the date of the occurrence of a Class A Funding Termination Event
specified in clauses (iv) through (vi) of the definition thereof, (II)
the date of the occurrence of a Class A Funding Termination Event
specified in clauses (i) through (iii) of the definition thereof, and
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(III) September 30 of any year subsequent to 2007, to the extent that
the Class A Note Purchaser, the Issuer or CPS has delivered notice of
termination to the other parties to the Class A Note Purchase Agreement
and the Class B Note Purchasers no earlier than 90 days and no later
than 30 days prior to such date.
SECTION 2.2 AMENDMENT TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
In Annex A to the Sale and Servicing Agreement, the definition of "CLASS A
SCHEDULED MATURITY DATE " is hereby amended and restated in its entirety to read
as follows:
"CLASS A SCHEDULED MATURITY DATE" means September 30, 2007 or
such later date as agreed upon pursuant to Section 2.05 of the Class A
Note Purchase Agreement.
SECTION 2.3 AMENDMENT TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
In Annex A to the Sale and Servicing Agreement, the definition of "TFC MANAGED
RECEIVABLES" is hereby amended and restated in its entirety to read as follows:
"TFC MANAGED RECEIVABLES" means Receivables, serviced by the
Servicer, that have been (i) acquired from Dealers by TFC, or (ii)
acquired from Dealers or originated by CPS under its "Military
Program".
SECTION 2.4 AMENDMENT TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
In Annex A to the Sale and Servicing Agreement, the definition of "TFC
RECEIVABLES" is hereby amended and restated in its entirety to read as follows:
"TFC RECEIVABLES" means Eligible Receivables (i) acquired from
Dealers by TFC, or (ii) acquired from Dealers or originated by CPS
under its "Military Program".
ARTICLE III - EFFECTIVENESS
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SECTION 3.1. EFFECTIVE DATE. This Amendment shall be effective as of
the date of this Amendment upon execution and delivery by the parties hereto and
UBS Real Estate Securities, Inc. of this Amendment.
ARTICLE IV - MISCELLANEOUS
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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,
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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 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 that 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, and shall not affect the construction or interpretation of this
Amendment or any provisions hereof.
[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.
PAGE FUNDING LLC, as Purchaser and as
Issuer
By: /S/ Robert E. Riedl
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Title: Vice President
CONSUMER PORTFOLIO SERVICES, INC., as Seller
and as Servicer
By: /S/ Robert E. Riedl
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Title: Sr. Vice President & CIO
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
its individual capacity, but solely as Backup
Servicer and Trustee
By: /S/ Melissa Wiley
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Title: Corporate Trust Officer
CONSENTED TO BY:
UBS REAL ESTATE SECURITIES, INC.,
as Controlling Note Purchaser and Majority Noteholder of the Highest
Priority Class
By: /S/ Thomas Dang
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Name: Thomas Dang
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Title: Director
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By: /S/ Verdi Contente
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Name: Verdi Contente
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Title: Associate Director
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Am No 2 dtd June 29, 2007 to 3rd Am'd & Rest'd Sale & Servicing Agreement dtd
February 14, 2007
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