EXHIBIT 10.5.3
AMENDMENT NO. 3
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dated as of September 30, 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. 3 TO
THIRD AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
AMENDMENT NO. 3, dated as of September 30, 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, and
by Amendment No. 2 thereto, dated as of June 29, 2007 (as so amended, the "SALE
AND SERVICING AGREEMENT").
Reference is also made to the Second Amended and Restated Note Purchase
Agreement dated as of February 14, 2007, among the Issuer and Purchaser, the
Seller and Servicer, and UBS Real Estate Securities Inc., as Class A Note
Purchaser and initial Class A Noteholder (the "NOTE PURCHASE 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,
with the effect of extending the Commitment referenced in Section 2.05 of the
Note Purchase Agreement; 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, and as the Class A Note Purchaser desires to consent to the
resulting extension of the Commitment under the Note Purchase Agreement.
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.
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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 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, and (II) the date of
the occurrence of a Class A Funding Termination Event specified in clauses
(i) through (iii) of the definition thereof.
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, 2008 or such
later date as agreed upon pursuant to Section 2.05 of the Class A Note
Purchase Agreement.
ARTICLE III - EFFECTIVENESS
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
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 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;
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(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.
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.
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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
Title: Vice President
CONSUMER PORTFOLIO SERVICES, INC.,
as Seller and as Servicer
By: /s/ JEFFREY P FRITZ
Title: Sr. Vice President & CFO
WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but
solely as Backup Servicer and Trustee
By: /s/ JULIE A TANNER FISCHER
Title: Assistant Vice President
CONSENTED TO BY:
UBS REAL ESTATE SECURITIES, INC.,
as Controlling Note Purchaser and Majority Noteholder of the Highest Priority
Class and as the Class A Note Purchaser under the Note Purchase Agreement
By: /s/ PRAKASH B. WADWHANI
Name: Prakash B. Wadwhani
Title: Executive Director
By: /s/ THOMAS DANG
Name: Thomas Dang
Title: Director
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