EXHIBIT 10.1
AMENDMENT NO. 1
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dated as of August 31, 2005
among
PAGE FUNDING LLC,
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as Purchaser,
CONSUMER PORTFOLIO SERVICES, INC.,
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as Seller and Servicer,
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
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as Backup Servicer and Trustee
to the
Amended and Restated Sale and Servicing Agreement
dated as of June 29, 2005.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of August 31, 2005 (the "AMENDMENT") by and
among PAGE 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), XXXXX
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 Amended and Restated Sale and Servicing
Agreement dated as of June 29, 2005, among PAGE FUNDING LLC, CONSUMER PORTFOLIO
SERVICES, INC., and XXXXX FARGO BANK, NATIONAL ASSOCIATION, ("SALE AND SERVICING
AGREEMENT").
RECITALS
WHEREAS, PAGE FUNDING LLC, CONSUMER PORTFOLIO SERVICES, INC., and XXXXX
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.
ARTICLE I
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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
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AMENDMENT
SECTION 2.1. AMENDMENT TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
(a) In Annex A to the Sale and Servicing Agreement, the
definition of "MAXIMUM INVESTED AMOUNT", is hereby amended and restated in its
entirety to read as follows:
"MAXIMUM INVESTED AMOUNT" means $200,000,000.
2
ARTICLE III
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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 of 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
any of the Insurance Agreements, nor alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
any of the Insurance Agreements, 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.
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 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.
SECTION 4.4. 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.
[Remainder of page intentionally left blank.]
Signature Page to Amend. No. 1 to Amended and Restated Sale and Servicing
Agreement
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
By: ________________________
Name:
Title:
CONSUMER PORTFOLIO SERVICES, INC., as Seller
By: ________________________
Name:
Title:
CONSUMER PORTFOLIO SERVICES, INC., as Servicer
By: ________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Backup Servicer and Trustee
By: ________________________
Name:
Title:
