cpssam102_dtd120330.htm


SECOND AMENDMENT TO


WARRANT TO PURCHASE 275,000 SHARES OF COMMON STOCK


(NO.  LLCP-P 1)


 


THIS SECOND AMENDMENT TO WARRANT TO PURCHASE 275,000 SHARES OF COMMON STOCK is dated as of March 30, 2012 (this “Amendment”), by and between CONSUMER PORTFOLIO SERVICES, INC., a California corporation (the “Company”), and LEVINE LEICHTMAN CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Holder” or “Purchaser”).


 


 


R E C I T A L S


 


A.           The Company and the Holder are parties to that certain Securities Purchase Agreement dated as of June 30, 2008, as amended by a First Amendment to Securities Purchase Agreement dated as of July 10, 2008, a Second Amendment to Securities Purchase Agreement dated as of November 13, 2009, a Third Amendment to Securities Purchase Agreement dated as of December 23, 2010, a Fourth Amendment to Securities Purchase Agreement dated as of March 31, 2011 and a Fifth Amendment to Securities Purchase Agreement dated as of February 23, 2012 (as so amended, and as further amended from time to time, the “Securities Purchase Agreement”), by and between the Company and the Holder.


 


B.           At the Closing of the transactions contemplated by Securities Purchase Agreement, the Company issued the Securities to the Holder, including, among others, a Warrant to Purchase 275,000 Shares of Common Stock (No.  LLCP-P 1) (the “Initial Purchaser Closing Penny Warrant”).  The Initial Purchaser Closing Penny Warrant was thereafter amended pursuant to that certain Amendment to Warrant to Purchase 275,000 Shares of Common Stock dated as of September 24, 2008 (the Initial Purchaser Closing Penny Warrant, as so amended, is referred to herein as the “Purchaser Closing Penny Warrant”). Unless otherwise indicated, all capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Securities Purchase Agreement or the Purchaser Closing Penny Warrant, as applicable.


 


C.           By letter dated March 25, 2010, the Company notified the Purchaser pursuant to Section 3.8(d) of the Purchaser Closing Penny Warrant  that the number of Warrant Shares issuable upon exercise of the Purchaser Closing Penny Warrant is 285,781. By the Amendment to Warrant to Purchase 275,000 Share of Common Stock dated as of September 24, 2008, the Warrant Purchase Price is $0.000096836.


 


C.           At the request of the Company, the Holder has agreed to amend the Purchaser Closing Penny Warrant to terminate the Put Option as of the date hereof, all as provided 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. Warrant Amendments.


 







 


(a) Deletion of Section 3.4 of the Purchaser Closing Penny Warrant.  Pursuant to Section 4.7 of the Purchaser Closing Penny Warrant, Section 3.4 of the Purchaser Closing Penny Warrant is hereby deleted in its entirety.


 


(b) Amendment to Section 3.5 of the Purchaser Closing Penny Warrant. Pursuant to Section 4.7 of the Purchaser Closing Penny Warrant, the Company and the Purchaser agree that Section 3.5 is hereby amended to delete the reference to Section 3.4 contained therein.


 


2. Confirmation; Full Force and Effect.  The amendments set forth in Section 1 amend the Purchaser Closing Penny Warrant on and as of the date hereof, and the Purchaser Closing Penny Warrant shall remain in full force and effect, as amended thereby (including for the avoidance of doubt, Section 3.5, as amended thereby), from and after the date hereof in accordance with its terms.  The Company hereby ratifies, approves and affirms in all respects each of the Securities Purchase Agreement, the Notes, the Guaranties, the Warrants (as amended), the Collateral Documents (including the Liens granted in favor of the Holder thereunder) and the other Investment Documents, the terms and other provisions hereof and thereof and the Obligations hereunder and thereunder.


 


3. Miscellaneous Provisions.


 


(a) Entire Agreement; Successors and Assigns.  This Amendment constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all other prior oral and written, and all contemporaneous oral, agreements, negotiations, discussions 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) 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 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


 


By:  /s/ Mark Creatura


Mark Creatura


Senior Vice President


 


HOLDER


 


LEVINE LEICHTMAN CAPITAL PARTNERS, INC., a California corporation


 


On behalf of LEVINE LEICHTMAN CAPITAL PARTNERS IV, L.P., a   


Delaware limited partnership


 

 


 


By:  /s/ Steven E.  Hartman


Steven E.  Hartman


Vice President