SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED SENIOR NOTE DUE NOVEMBER 30, 2003 (Term B Note)

EXHIBIT 99.13

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED

SECURED SENIOR NOTE DUE NOVEMBER 30, 2003

(Term B Note)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED SENIOR NOTE DUE NOVEMBER 30, 2003, dated as of January 15, 2004 (this “Amendment”), is 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” and, together with any registered assigns, the “Holder”).

R E C I T A L S

A. The Company and the Purchaser are parties to that certain Second Amended and Restated Securities Purchase Agreement dated as of March 8, 2002, as amended by a First Amendment to Second Amended and Restated Securities Purchase Agreement dated as of August 14, 2002, a Second Amendment to Securities Purchase Agreement dated as of January 31, 2003, a Consent and Third Amendment to Securities Purchase Agreement dated as of May 20, 2003 and a Fourth Amendment to Securities Purchase Agreement dated as of January 15, 2004 (as so amended, the “Securities Purchase Agreement”).

B. The Purchaser is the holder of the Term B Note. The Term B Note was previously amended by an Amendment to Second Amended and Restated Secured Senior Note Due November 30, 2003 effective as of October 13, 2003. Unless otherwise indicated, capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Securities Purchase Agreement or the Term B Note, as the case may be.

C. The Company has requested that the Purchaser extend the Maturity Date from January 30, 2004 to February 26, 2004, and the Purchaser is willing to do so as an accommodation to the Company, effective on and as of the Fourth Amendment Effective Date. Accordingly, the Company and the Purchaser wish to amend Section 3 of the Term B Note as provided for herein.

A G R E E M E N T

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. Amendment of Section 3 (Payment of Principal; Maturity Date). Effective on and as of the Fourth Amendment Effective Date, Section 3 of the Term B Note is amended to read in its entirety as follows:

“3. Payment of Principal; Maturity Date. The Company shall pay in full the entire outstanding principal balance of this Note, together

[Second Amendment to Term B Note]

with all premium, if any, accrued and unpaid interest on, and all other amounts owing under this Note, on February 26, 2004 (the “Maturity Date”).”

2. Confirmation; Full Force and Effect. The amendment set forth in Section 1 above shall amend the Term B Note on and as of the Fourth Amendment Effective Date, and the Term B Note shall remain in full force and effect, as amended hereby, 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, the Term B Note, as amended hereby, the Term C Note, the Term D Note, as amended currently herewith, the Collateral Documents (including the Liens granted in favor of the Purchaser under the Collateral Documents) and the other Related Agreements, the terms and other provisions hereof and thereof and the Obligations hereunder and thereunder. The execution, delivery and performance of this Amendment shall not operate as a waiver of, or limitation with respect to, any right, power or remedy of the Purchaser under or related to the Securities Purchase Agreement, the Term B Note, as amended hereby, the Term C Note, the Term D Note, as amended currently herewith, any Collateral Documents, any other Related Agreement or any Applicable Laws.

3. Successors and Assigns. This Amendment shall inure to the benefit of, and be binding upon, the Company, the Purchaser and their respective successors and permitted assigns.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such State, without regard to principles regarding choice of law or conflicts of laws.

5. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile transmission, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed and delivered by its duly authorized representatives as of the date first written above.

COMPANY

CONSUMER PORTFOLIO SERVICES, INC.,

a California corporation

By:

Xxxxxxx X. Xxxxxxx, Xx.

President and Chief Executive Officer

By:

Xxxxxx X. Xxxxx

Chief Financial Officer

AGREED TO AND ACCEPTED:

XXXXXX XXXXXXXXX CAPITAL PARTNERS, INC.

On behalf of XXXXXX XXXXXXXXX

CAPITAL PARTNERS II, L.P.

By:

Xxxxxx X. Xxxxxxx

Vice President

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ACKNOWLEDGMENT AND CONSENT

OF SUBSIDIARY GUARANTORS

Each of the undersigned Subsidiary Guarantors hereby acknowledges that it has read the foregoing Second Amendment to Second Amended and Restated Secured Senior Note Due November 30, 2003, and consents to its terms. The undersigned further acknowledges and agrees that the Term B Note, as amended by the foregoing Second Amendment, the Term C Note and the Term D Note, as amended currently herewith, each constitutes a Guarantied Obligation and reaffirms its obligations under the Subsidiary Guaranty and the other Related Agreements to which it is a party, all of which shall remain in full force and effect.

SUBSIDIARY GUARANTORS

CPS LEASING, INC., a Delaware corporation

By:

Name:

Title:

CPS MARKETING, INC., a California corporation

By:

Name:

Title:

MFN FINANCIAL CORPORATION,

a Delaware corporation

By:

Name:

Title:

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MERCURY FINANCE COMPANY LLC,

a Delaware limited

liability company

By:

Name:

Title:

MERCURY FINANCE CORPORATION OF ALABAMA,

an Alabama corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF ARIZONA,

an Arizona corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF COLORADO,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF DELAWARE,

a Delaware corporation

By:

Name:

Title:

- 5 - [Second Amendment to Term B Note]

MERCURY FINANCE COMPANY OF FLORIDA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF GEORGIA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF ILLINOIS,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF INDIANA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF KENTUCKY,

a Delaware corporation

By:

Name:

Title:

- 6 - [Second Amendment to Term B Note]

MERCURY FINANCE COMPANY OF LOUISIANA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF MICHIGAN,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF MISSISSIPPI,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF MISSOURI,

a Missouri corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF NEVADA,

a Nevada corporation

By:

Name:

Title:

- 7 - [Second Amendment to Term B Note]

MERCURY FINANCE COMPANY OF NEW YORK,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF NORTH CAROLINA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF OHIO,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF OKLAHOMA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF PENNSYLVANIA,

a Delaware corporation

By:

Name:

Title:

- 8 - [Second Amendment to Term B Note]

MERCURY FINANCE COMPANY OF SOUTH CAROLINA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF TENNESSEE,

a Tennessee corporation

By:

Name:

Title:

MFC FINANCE COMPANY OF TEXAS,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF VIRGINIA,

a Delaware corporation

By:

Name:

Title:

MERCURY FINANCE COMPANY OF WISCONSIN,

a Delaware corporation

By:

Name:

Title:

- 9 - [Second Amendment to Term B Note]

GULFCO INVESTMENT INC.,

a Louisiana corporation

By:

Name:

Title:

GULFCO FINANCE COMPANY,

a Louisiana corporation

By:

Name:

Title:

MIDLAND FINANCE CO.,

an Illinois corporation

By:

Name:

Title:

MFN INSURANCE COMPANY,

a company organized

and existing under the laws of Turks and Caicos

By:

Name:

Title:

TFC ENTERPRISES, INC.,

a Delaware corporation

By:

Name:

Title:

- 10 - [Second Amendment to Term B Note]

THE FINANCE COMPANY,

a Virginia corporation

By:

Name:

Title:

FIRST COMMUNITY FINANCE, INC.,

a Virginia corporation

By:

Name:

Title:

RECOVERIES, INC.,

a Virginia corporation

By:

Name:

Title:

PC XXXXXXXXXX.XXX, INC.,

a Virginia corporation

By:

Name:

Title:

THE INSURANCE AGENCY, INC.,

a Virginia corporation

By:

Name:

Title:

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