FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Exhibit 99.29
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is dated as of June 25, 2004 (this “Amendment”), by and between CONSUMER PORTFOLIO SERVICES, INC., a California corporation (the “Company”), and XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P., a California limited partnership (the “Purchaser”).
RECITALS
A. The Company and the Purchaser are parties to that certain Third Amended and Restated Securities Purchase Agreement dated as of January 29, 2004, as amended by a March 25 Amendment to Securities Purchase Agreement dated as of March 25, 2004, a Consent and First Amendment to Third Amended and Restated Securities Purchase Agreement dated as of April 2, 2004, and a Third Amendment to Third Amended and Restated Securities Purchase Agreement dated as of May 28, 2004 (as so amended, the “Securities Purchase Agreement”), pursuant to which, among other things, the parties amended and restated the Second Amended and Restated Securities Purchase Agreement, all on the terms and subject to the conditions set forth therein and in the Related Agreements. Unless otherwise indicated, all capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Securities Purchase Agreement. In addition, all rules of construction set forth in Sections 1.2 through 1.6 of the Securities Purchase Agreement are hereby incorporated herein by this reference.
B. The Purchaser has agreed to make an additional $10,000,000 investment in the Company in the form of debt. Accordingly, the Company has agreed to issue and sell to the Purchaser, and the Purchaser has agreed to purchase from the Company, the Term F Note (as defined below), all on the terms and subject to the conditions set forth herein.
C. In connection with the foregoing, the parties also wish to amend further the Securities Purchase Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, conditions and provisions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Purchase and Sale of Term F Note.
(a) Authorization. The Company has duly authorized the issuance, sale and delivery of an 11.75% Secured Senior Note Due 2006 in the principal face amount of $10,000,000, in substantially the form attached as Exhibit A hereto (the “Term F Note”).
The Indebtedness evidenced by the Term F Note, including the payment of principal, premium, if any, and interest thereon, shall constitute Senior Indebtedness of the Company and shall rank pari passu in right of payment and rights upon liquidation with all other Senior Indebtedness of the Company, including all Indebtedness evidenced by the Term B Note, the Term D Note and the Term E Note.
(b) Purchase of Term F Note. Subject to the terms and conditions contained herein, and in reliance upon the representations, warranties, covenants and agreements contained herein, on the Fourth Amendment Effective Date (as defined below), the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Term F Note. The aggregate purchase price to be paid by the Purchaser for the Term F Note shall be $10,000,000 (the “Term F Note Purchase Price”), payable in accordance with Section 1(c).
(c) Closing. The closing of the issuance, sale and delivery of the Term F Note and the other transactions contemplated by this Amendment shall take place at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, on the Fourth Amendment Effective Date. At the closing, the Company shall deliver to the Purchaser the Term F Note, duly executed by the Company, against delivery by the Purchaser of the Term F Note Purchase Price (net of amounts permitted to be withheld pursuant to Sections 4(a)(vii)) by wire transfer in immediately available funds to such bank as the Company may request in writing (which request shall be made in writing at least one (1) Business Day prior to the Fourth Amendment Effective Date).
(d) Use of Proceeds. The net proceeds to be received by the Company from the issuance and sale of the Term F Note hereunder shall be used solely for the purpose of purchasing and carrying motor vehicle installment contracts.
2. Amendments to Securities Purchase Agreement. Effective on and as of the Fourth Amendment Effective Date, pursuant to Section 11.1 of the Securities Purchase Agreement, the Securities Purchase Agreement shall be amended as follows:
(a) Section 1.1 of the Securities Purchase Agreement shall be amended by adding the following new definitions to Section 1.1 in alphabetical order:
“‘Fourth Amendment’ shall mean that certain Fourth Amendment to Third Amended and Restated Securities Purchase Agreement dated as of June 25, 2004, as amended from time to time.”
“‘Fourth Amendment Effective Date’ shall have the meaning set forth in the Fourth Amendment.”
“‘Page Funding’ shall mean Page Funding LLC, a Delaware limited liability company.”
“‘Term F Note’ shall mean an 11.75% Secured Senior Note Due 2006 dated June 25, 2004, in the principal amount of $10,000,000, in substantially the form attached as Exhibit A to the Fourth Amendment.”
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(b) Section 1.1 of the Securities Purchase Agreement shall be further amended by amending the following existing definitions to read in their entirety as follows, respectively:
“‘Notes’ shall mean, collectively, the Term B Note, the Bridge Note, the Term C Note, the Term D Note, the Term E Note, the Term F Note and any other promissory note or notes purchased or otherwise acquired by the Purchaser from the Company, in each case as amended from time to time, and shall also include, where applicable, any additional note or notes issued by the Company in connection with any Assignments thereof. The term ‘Note’ shall refer to any of the foregoing individually, as applicable.”
(c) Clause (e) of Section 3.10 (Financial Statements; Disclosure) of the Securities Purchase Agreement shall be amended by deleting such Section in its entirety and replacing it with the following:
“(e) Schedule 3.10(e) sets forth a true, correct and complete copy of a consolidated balance sheet of the Company and its Subsidiaries as of May 31, 2004, as adjusted to give pro forma effect to the consummation of the transactions contemplated by the Fourth Amendment as if such transactions had occurred on such date (the “Pro Forma Closing Balance Sheet”), together with footnotes describing the pro forma adjustments and the assumptions underlying the Pro Forma Closing Balance Sheet. The Pro Forma Closing Balance Sheet presents fully and fairly in all material respects the pro forma consolidated financial position of the Company and its Subsidiaries as of May 31, 2004, and properly gives effect to the application of the pro forma adjustments described therein and contemplated herein. All assumptions underlying the Pro Forma Closing Balance Sheet were made in good faith and are reasonable under the circumstances.”
3. Amendments to Certain Disclosure Schedules. Effective on and as of the Fourth Amendment Effective Date, pursuant to Section 11.1 of the Securities Purchase Agreement, each of the Disclosure Schedules to the Securities Purchase Agreement listed on Exhibit B hereto shall be amended by the corresponding Disclosure Schedule attached to Exhibit B (it being understood that such corresponding Disclosure Schedules shall update the referenced Disclosure Schedule through the Fourth Amendment Effective Date).
4. Closing; Conditions Precedent.
(a) Conditions to Purchaser’s Obligations. The obligations of the Purchaser to purchase the Term F Note, and the effectiveness of the amendments set forth in Sections 2 and 3, shall be subject to the satisfaction, in the Purchaser’s sole discretion, of each of the following conditions precedent (the date upon which the last of such conditions precedent to be so satisfied shall be referred to herein as the “Fourth Amendment Effective Date”):
(i) Effective Date. The last of the conditions precedent set forth in this Section 4(a) to be satisfied shall be satisfied not later than 1:00 p.m. (Los Angeles time) on Friday, June 25, 2004.
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(ii) Representations and Warranties. The Purchaser shall have received an Officers’ Certificate, in form and substance satisfactory to the Purchaser, dated as of the Fourth Amendment Effective Date and duly executed by the President and Chief Executive Officer and the Chief Financial Officer of the Company.
(iii) No Legal Prohibitions. The consummation of the transactions contemplated by this Amendment (including the purchase by the Purchaser of the Term F Note) shall not be prohibited by or violate any Applicable Laws and shall not subject any party to any Tax, penalty or liability, under or pursuant to any Applicable Laws. Without limiting the generality of the foregoing, the consummation of the transactions contemplated hereby shall otherwise comply with all applicable requirements of federal securities and state securities or “blue sky” laws.
(iv) Term F Note. The Purchaser shall have received the Term F Note, dated the Fourth Amendment Effective Date, duly executed by the Company and acknowledged and consented to by the Subsidiary Guarantors (together with this Amendment, the “Amendment Documents”).
(v) Opinions of Counsel. The Purchaser shall have received (A) an opinion letter of Xxxxxxx & Xxxxx LLP, special counsel to the Company, dated the Fourth Amendment Effective Date and addressed to the Purchaser, in form and substance satisfactory to the Purchaser and its legal counsel, and (B) an opinion letter of Xxxx X. Xxxxxxxx, Esq., General Counsel to the Company, dated the Fourth Amendment Effective Date and addressed to the Purchaser, in form and substance satisfactory to the Purchaser and its legal counsel.
(vi) Certified Board Resolutions. The Purchaser shall have received a Secretary’s Certificate from the Company and each Subsidiary Guarantor, in form and substance satisfactory to the Purchaser and dated as of the Fourth Amendment Effective Date, duly executed by the Secretary of the Company or such Subsidiary Guarantor, as the case may be, certifying as to, among other things, the resolutions of the Board of Directors of the Company or the Board of Directors (or similar governing body) of such Subsidiary Guarantor, as the case may be, approving the execution and delivery of this Amendment and any Related Agreements to which it is a party, the issuance, sale and delivery of the Term F Note and the consummation of the other transactions contemplated by this Amendment.
(vii) Fees and Expenses. The Company shall have reimbursed the Purchaser for all actual and estimated fees, costs and expenses, including attorneys’ fees and expenses, expended or incurred by the Purchaser in connection with the negotiation, preparation, execution and performance of this Amendment, that remain unreimbursed (provided that such fees, costs and expenses may be withheld by the Purchaser from the payment of the Term F Note Purchase Price).
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(viii) No Material Adverse Change. Since December 31, 2003, there shall not have occurred any Material Adverse Change.
(ix) Solvency Certificate. The Purchaser shall have received a Solvency Certificate, in form and substance satisfactory to the Purchaser and dated as of the Fourth Amendment Effective Date, duly executed by the President and Chief Executive Officer and the Chief Financial Officer of the Company.
(x) Good Standing Certificates. The Purchaser shall have received a good standing certificate of the Company and each Subsidiary issued by the Secretary of State of its state or jurisdiction of incorporation or organization and a good standing tax certificate, issued by the Franchise Tax Board (if incorporated or organized under the laws of the State of California) or, if available, by a similar state taxing authority (if incorporated or organized in any other state or other jurisdiction), in each case dated as of a recent practicable date prior to the Fourth Amendment Effective Date.
(xi) Corporate Proceedings. All proceedings taken prior to or at the closing in connection with the issuance, sale and delivery of the Term F Note and the consummation of the other transactions contemplated hereby, and all papers and other documents relating thereto, shall be in form and substance satisfactory to the Purchaser and its legal counsel, and the Purchaser shall have received copies of such documents and papers, all in form and substance satisfactory to the Purchaser and its counsel, all such documents, where appropriate, to be counterpart originals and/or certified by proper authorities, corporate officials and other Persons.
(b) Conditions to Company’s Obligations. The obligations of the Company to issue and sell the Term F Note to the Purchaser, and the effectiveness of the amendments set forth in Sections 2 and 3, shall be subject to the satisfaction of each of the following conditions precedent:
(i) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 6 of this Amendment shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date.
(ii) Term F Note Purchase Price. The Purchaser shall have delivered to the Company the Term F Note Purchase Price, less the fees, costs and expenses to be reimbursed by the Company under Section 4(a)(vii).
5. Representations and Warranties of the Company. In order to induce the Purchaser to purchase the Term F Note and amend further the Securities Purchase Agreement as provided for herein, the Company represents and warrants to the Purchaser as follows:
(a) Authorization; Binding Effect. The Company and each Subsidiary Guarantor has the requisite power and authority to enter into, deliver and perform its obligations under this Amendment and the other Amendment Documents to which it is a
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party (or which it has consented to or acknowledged) and to consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term F Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Amendment and each other Amendment Documents to which it is a party (or which it has consented to or acknowledged), the issuance, sale and delivery of the Term F Note and the consummation of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and the Subsidiary Guarantors, as applicable. This Amendment has been duly executed and delivered by the Company and the Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Fourth Amendment Effective Date, the Term F Note and each of the other Amendment Documents to which it is a party will be duly executed and delivered by the Company and the Subsidiary Guarantors (or duly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and on the Fourth Amendment Effective Date the Term F Note and the other Amendment Documents will be, the legal, valid and binding obligations of the Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against the Company and each such Subsidiary Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.
(b) No Conflict. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Amendment, the Term F Note and the other Amendment Documents, the issuance, sale and delivery of the Term F Note and the consummation of the other transactions contemplated hereby and thereby will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (i) the charter or bylaws of the Company or any of its Subsidiaries, as in effect on the date hereof; (ii) any Applicable Laws; or (iii) any term of any Material Contract (including any Securitization Transaction Document and any Stanwich-Related Agreement), indenture, note, mortgage, instrument or other agreement to which the Company or any of its Subsidiaries is a party or by which any of its or their properties or assets are bound.
(c) Rank; Obligations. Each of the Term B Note, the Term D Note and the Term E Note remains in full force and effect unamended hereby. The Indebtedness evidenced by the Term B Note, the Term D Note and the Term E Note constitutes Senior Indebtedness and “Senior Indebtedness” (as such term is defined in the RISRS Indenture). Immediately following the closing, the Indebtedness evidenced by the Term F Note will also constitute Senior Indebtedness and “Senior Indebtedness” (as such term is defined in the RISRS Indenture), and there will be no agreement, indenture, instrument or other document to which the Company or any of its Subsidiaries is a party or by which it or they are bound that requires the subordination in right of payment or rights upon liquidation of any Obligations to Purchaser (including Indebtedness under the Term B Note, the Term D Note, the Term E Note and the Term F Note) to the repayment of any other existing or future Indebtedness of the Company or any of its Subsidiaries.
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(d) No Consents. Neither the Company nor any Subsidiary Guarantor or other Affiliates is required to obtain any Consent in connection with execution, delivery or performance of this Amendment, the Term F Note or any other Amendment Document, or the issuance, sale and delivery of the Term F Note, or for the purpose of maintaining in full force and effect any Licenses and Permits of the Company or any such Subsidiary Guarantor, from (a) any Governmental Authority, (b) any trustee, Credit Enhancer, rating agency or other party to any Securitization Transaction in connection with the execution and delivery of this Amendment or any Related Agreement or (c) any other Person, except where the failure to obtain such consent or maintain any such License or Permit, as the case may be, could not have a Material Adverse Effect.
(e) Representations and Warranties. After giving effect to the amendments to the Disclosure Schedules attached as Exhibit B hereto, (i) each of the representations and warranties of the Company contained in this Amendment, the Securities Purchase Agreement, as amended by this Amendment, and each of the Related Agreements to which it is a party (including the Collateral Documents) that is qualified by materiality is true and correct in all respects and (ii) each of the representations and warranties of the Company contained in this Amendment, the Securities Purchase Agreement, as amended by this Amendment, and each of the Related Agreements to which it is a party (including the Collateral Documents) that is not qualified by materiality is true and correct in all material respects.
(f) No Default. No Default or Event of Default has occurred and is continuing or would result from the execution, delivery or performance of this Amendment or any other Amendment Document, the issuance, sale or delivery of the Term F Note or the consummation of the other transactions contemplated hereby or thereby.
(g) Collateral Security. The Liens granted in favor of the Purchaser under the Collateral Documents constitute valid, enforceable and continuing first priority, perfected security interests and liens in, on and to all Collateral and secure the payment and performance in full of all Obligations, including all Indebtedness and other Obligations under the Term B Note, the Term D Note, the Term E Note and the Term F Note.
(h) Stanwich Indebtedness. All principal, interest and other amounts owing under or with respect to the Stanwich Indebtedness was finally and indefeasibly paid in full on or about June 1, 2004, and there is no other Indebtedness or amounts owing to Stanwich or any of its Affiliates by the Company or any of its Subsidiaries.
(i) Financial Projections. Neither the Company nor any of its directors or officers are aware of any fact or other information that would lead it or any of them to reasonably believe that the Financial Projections (as defined in that certain Officers’ Certificate Re: Financial Projections dated May 28, 2004, and delivered by the Company to the Purchaser in connection with the closing of the transactions contemplated by the Third Amendment) are incorrect or misleading in any material respect.
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(j) Charter Documents; Incumbency. Since May 28, 2004, none of the organizational or governing documents of the Company and its Subsidiaries, including charters, bylaws, certificates of formation, operating agreements and similar documents, have been amended, supplemented or otherwise modified in any respect. The individuals listed as the duly elected and qualified officers of the Company and its Subsidiaries, respectively, in the exhibits to the Secretary’s Certificates dated as of May 28, 2004, of the Company and its Subsidiaries, respectively, delivered to the Purchaser in connection with the closing of the transactions contemplated by the Third Amendment, continue to be duly elected and qualified officers of the Company and its Subsidiaries, respectively, and are authorized to execute and deliver this Amendment and the other Amendment Documents.
6. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company that:
(a) The Purchaser is acquiring the Term F Note for its own account, for investment purposes, and not with a view to or for sale in connection with any distribution thereof in violation of federal or applicable state securities laws. The Purchaser understands that Term F Note has not been registered under the Securities Act or registered or qualified under any state securities law in reliance upon specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein; and
(b) The Purchaser is an “accredited investor” (as such term is defined in Rule 501 of Regulation D under the Securities Act). By reason of its business and financial experience, the Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Term F Note, has the capacity to protect its own interests and is able to bear the economic risk of such investment.
7. Page Funding, LLC. The Company represented and warranted in Section 5(i) of the Third Amendment (and it hereby confirms that such representations and warranties are true and correct on and as of the Fourth Amendment Effective Date as if made on and as of such date) that the Company formed Page Funding as a direct Subsidiary and a Special Purpose Entity for the sole purpose of effectuating the Company’s next Warehouse Financing Transaction. The Company advised the Purchaser on or prior to June 21, 2004, that it expects to consummate its next Warehouse Financing Transaction on or before July 20, 2004, rather than June 21, 2004, and the Purchaser agreed to extend the Company’s obligations under Section 5(i) of the Third Amendment to such later date. Accordingly, the Company covenants and agrees that if the Company’s next Warehouse Financing Transaction is not consummated on or before July 20, 2004, the Company shall, with respect to Page Funding, perform all of its obligations under Section 7.16 of the Securities Purchase Agreement as if Page Funding were not a Special Purpose Entity (including, without limitation, causing Page Funding to become a Subsidiary Guarantor and pledging all of the shares of Capital Stock of Page Funding to secure the Obligations). The Company represents and warrants that neither it nor any of its Subsidiaries has transferred any assets to Page Funding, or permitted Page Funding to conduct any activities, and it covenants and agrees not to transfer any assets to Page Funding, or permit Page Funding to conduct any activities, other than in connection with the terms of the Company’s next Warehouse Financing Transaction.
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8. Confirmation; Full Force and Effect. The amendments set forth in Sections 2 and 3 above shall amend the Securities Purchase Agreement on and as of the Fourth Amendment Effective Date, and the Securities Purchase Agreement shall otherwise remain in full force and effect, as amended thereby, from and after the Fourth Amendment Effective Date in accordance with its terms. The Company hereby ratifies, approves and affirms in all respects each of the Securities Purchase Agreement, as amended hereby, the Notes (including the Term B Note, the Term D Note, the Term E Note and the Term F Note), the Collateral Documents (including the Liens granted in favor of the Purchaser under the Collateral Documents) and each of the other Related Agreements, the terms and other provisions hereof and thereof and the Obligations hereunder and thereunder.
9. No Other Amendments. This Amendment is being delivered without prejudice to the rights, remedies or powers of the Purchaser in connection with or under the Securities Purchase Agreement, the Notes, the Collateral Documents and the other Related Agreements, Applicable Laws or otherwise and, except as expressly provided in Sections 2 and 3 above, shall not constitute or be deemed to constitute an amendment or other modification of, or a supplement to, the Securities Purchase Agreement or any Related Agreement. In addition, nothing contained in this Amendment is intended to limit or impair any right, power or remedy of the Purchaser under the Securities Purchase Agreement or any Related Agreement or shall be construed as a waiver of any breach, violation, Default or Event of Default, whether past, present or future, under the Securities Purchase Agreement or any Related Agreement, or a forbearance by the Purchaser of any of its rights, remedies or powers against the Company or the Collateral. The Purchaser hereby expressly reserves all of its rights, powers and remedies under or in connection with the Securities Purchase Agreement, the Notes, the Collateral Documents and the Related Agreements, whether at law or in equity, including, without limitation, the right to declare all Obligations to be due and payable.
10. Miscellaneous Provisions.
(a) Entire Agreement; Successors and Assigns. This Amendment constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all prior oral and written, and all contemporaneous oral, agreements and understandings with respect thereto. This Amendment shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
(b) Governing Law. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).
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(c) Counterparts. This Amendment may be executed in any number of counterparts and by facsimile transmission, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
| COMPANY | ||
| CONSUMER PORTFOLIO SERVICES, INC.,a California corporation | ||
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| PURCHASER | ||||
| XXXXXX XXXXXXXXX CAPITAL PARTNERS, INC., a California corporation | ||||
| On behalf of XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P., a California limited partnership | ||||
| By: |
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| Xxxxxx X. Xxxxxxx Vice President | ||||
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ACKNOWLEDGMENT, CONSENT AND AFFIRMATION
OF SUBSIDIARY GUARANTY
The undersigned Subsidiary Guarantors hereby acknowledge that each has read the foregoing Fourth Amendment to Third Amended and Restated Securities Purchase Agreement and consents to its terms and the transactions contemplated thereby, including the issuance, sale and delivery of the Term F Note to the Purchaser. Further, each of the undersigned Subsidiary Guarantors hereby (a) confirms that it is a party to the Subsidiary Guaranty and that, among other things, the payment and performance of the Term F Note and all other Notes are guarantied by it under the Subsidiary Guaranty in accordance with its terms, (b) ratifies, approves and reaffirms in all respects the terms and other provisions of, and its obligations under, the Subsidiary Guaranty, the Collateral Documents and the other Related Agreements to which it is a party or which it has consented to or acknowledged and (c) confirms that the Subsidiary Guaranty, the Collateral Documents and the other Related Agreements to which it is a party remain in full force and effect in accordance with their respective terms.
| SUBSIDIARY GUARANTORS |
| CPS LEASING, INC., a Delaware corporation |
| CPS MARKETING, INC., a California corporation |
| MFN FINANCIAL CORPORATION, a Delaware corporation |
| MERCURY FINANCE COMPANY LLC, a Delaware limited liability company |
| MERCURY FINANCE CORPORATION OF ALABAMA, an Alabama corporation |
| MERCURY FINANCE COMPANY OF ARIZONA, an Arizona corporation |
| MERCURY FINANCE COMPANY OF COLORADO, a Delaware corporation |
| MERCURY FINANCE COMPANY OF DELAWARE, a Delaware corporation |
| MERCURY FINANCE COMPANY OF FLORIDA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF GEORGIA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF ILLINOIS, a Delaware corporation |
| MERCURY FINANCE COMPANY OF INDIANA, a Delaware corporation |
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| MERCURY FINANCE COMPANY OF KENTUCKY, a Delaware corporation |
| MERCURY FINANCE COMPANY OF LOUISIANA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF MICHIGAN, a Delaware corporation |
| MERCURY FINANCE COMPANY OF MISSISSIPPI, a Delaware corporation |
| MERCURY FINANCE COMPANY OF MISSOURI, a Missouri corporation |
| MERCURY FINANCE COMPANY OF NEVADA, a Nevada corporation |
| MERCURY FINANCE COMPANY OF NEW YORK, a Delaware corporation |
| MERCURY FINANCE COMPANY OF NORTH CAROLINA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF OHIO, a Delaware corporation |
| MFC FINANCE COMPANY OF OKLAHOMA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF PENNSYLVANIA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF SOUTH CAROLINA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF TENNESSEE, a Tennessee corporation |
| MFC FINANCE COMPANY OF TEXAS, a Delaware corporation |
| MERCURY FINANCE COMPANY OF VIRGINIA, a Delaware corporation |
| MERCURY FINANCE COMPANY OF WISCONSIN, a Delaware corporation |
| GULFCO INVESTMENT, INC., a Louisiana corporation |
| GULFCO FINANCE COMPANY, a Louisiana corporation |
| MIDLAND FINANCE CO., an Illinois corporation |
| MFN INSURANCE COMPANY, a company organized and existing under the laws of Turks and Caicos |
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| TFC ENTERPRISES, INC., a Delaware corporation (the surviving corporation of the TFC Merger) | ||
| THE FINANCE COMPANY, a Virginia corporation | ||
| FIRST COMMUNITY FINANCE, INC., a Virginia corporation | ||
| RECOVERIES, INC., a Virginia corporation
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| PC XXXXXXXXXX.XXX, INC., a Virginia corporation | ||
| THE INSURANCE AGENCY, INC., a Virginia corporation | ||
| 71270 CORP., a Delaware corporation | ||
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