AMENDMENT TO SECOND AMENDED AND RESTATED SECURED SENIOR NOTE DUE NOVEMBER 30, 2003

EXHIBIT 99.12

AMENDMENT TO

SECOND AMENDED AND RESTATED

SECURED SENIOR NOTE DUE NOVEMBER 30, 2003

THIS AMENDMENT TO SECOND AMENDED AND RESTATED SECURED SENIOR NOTE DUE NOVEMBER 30, 2003, effective as of October 13, 2003 (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 and a Consent and Third Amendment to Securities Purchase Agreement dated as of May 20, 2003 (as so amended, the “Securities Purchase Agreement”).

B. The Purchaser is the holder of that certain Second Amended and Restated Secured Senior Subordinated Note Due November 30, 2003, issued by the Company to the Purchaser on or about March 8, 2002, in the original principal amount of $26,000,000 (the “Term B Note”). 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 of the Term B Note from November 30, 2003 to January 30, 2004, and the Purchaser is willing to do so as an accommodation to the Company. 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). Section 3 of the Term B Note is hereby 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 with all premium, if any, accrued and unpaid interest on, and all other amounts owing under this Note, on January 30, 2004 (the “Maturity Date”).”

[Amendment to Term B Note]

2. Company Representations and Warranties. To induce the Purchaser to enter into this Amendment and extend the Maturity Date of the Term B Note, the Company represents and warrants to the Purchaser that:

(a) This Amendment has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and constitutes a legal, valid and binding obligation of the Company and each such Subsidiary Guarantor, enforceable against each of them in accordance with its terms;

(b) The outstanding principal balance of each Note as of October 8, 2003, is as follows:

Note		Outstanding Principal Balance
Term B Note		$	19,828,527.00
Term C Note			5,346,654.20
Term D Note			25,000,000.00

(c) The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Amendment and the consummation of the other transactions contemplated hereby do not and 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 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 it or any of its or their properties or assets are bound or (iii) any Applicable Laws;

(d) Neither the Company nor any of its Subsidiaries or other Affiliates is required to obtain any Consent in connection with execution, delivery or performance of this Amendment or the consummation of the transactions contemplated hereby, or for the purpose of maintaining in full force and effect any Licenses and Permits of the Company or any of its Subsidiaries, 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;

(e) No Default or Event of Default has occurred and is continuing or will result from the execution, delivery or performance of this Amendment or the consummation of the transactions contemplated hereby; and

(f) The security interests and liens granted by the Company under the Collateral Documents continue to constitute legal, valid, enforceable and perfected first priority security interests in the Collateral, prior in right to all other Liens, which secure the due and punctual payment, performance and observance in full of all Obligations, including, without limitation, all Indebtedness and other Obligations under the Term B Note, as amended hereby, the Term C Note and the Term D Note.

- 2 - [Amendment to Term B Note]

3. Confirmation; Full Force and Effect. The amendment set forth in Section 1 above shall amend the Term B Note on and as of the date hereof, and the Term B Note shall remain in full force and effect, 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 Term B Note, as amended hereby, the Term C Note, the Term D 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. 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 the Securities Purchase Agreement, the Term B Note, as amended hereby, any other Note, any Collateral Documents, any other Related Agreement or any Applicable Laws.

4. 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 Company, the Purchaser and their respective successors and permitted assigns.

5. 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.

6. 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]

- 3 - [Amendment to Term B Note]

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

- 4 - [Amendment to Term B Note]

ACKNOWLEDGMENT AND CONSENT

OF SUBSIDIARY GUARANTORS

Each of the undersigned Subsidiary Guarantors hereby acknowledges that it has read the foregoing 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 Amendment, the Term C Note and the Term D Note 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 remains 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:

- 5 - [Amendment to Term B Note]

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:

- 6 - [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:

- 7 - [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:

- 8 - [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:

- 9 - [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:

- 10 - [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:

- 11 - [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:

- 12 - [Amendment to Term B Note]