EXHIBIT 10.4.2
SECOND AMENDMENT TO THE
AMENDED AND RESTATED TAX SHARING AGREEMENT
This SECOND AMENDMENT TO THE AMENDED AND RESTATED TAX SHARING AGREEMENT
is entered into as of August 1, 2003 ("Amendment"), by and among Westcorp (FEIN
No. ▇▇-▇▇▇▇▇▇▇) and each of the subsidiaries subscribed thereto.
RECITALS
WHEREAS, the parties have entered into an Amended and Restated Tax
Sharing Agreement, effective as of the first day of the consolidated return year
beginning January 1, 2002, and subsequently amended as of January 1, 2003
("Agreement").
WHEREAS, the parties desire to further amend the Agreement to add WFS
Receivables Corporation 4, a Nevada corporation, and a first tier subsidiary of
Westcorp as a Member to the Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in the Agreement and in this Addendum and for other good and
sufficient consideration, the Agreement is amended as follows:
1. WFS Receivables Corporation 4 (FEIN No. ▇▇-▇▇▇▇▇▇▇) is
included as a Member to the Agreement effective January 1,
2003.
2. Provision 3 of the Agreement shall be amended and restated as
follows:
"The taxable income of the Parent Affiliated Group, which is
all the Members, shall be used to determine the allocation of
the tax liability, unless the use of that number results in an
allocation which is unfavorable to the Bank Affiliated Group,
which is all the Members except the Parent, Westran Services
Corporation, WFS Receivables Corporation 2, Western Consumer
Products, and WFS Receivables Corporation 4, in which case,
the separate tax liability of the Bank's Affiliated Group
shall be allocated among the members of the Bank Affiliated
Group."
Except as amended specifically herein, all terms and conditions of the
Agreement, shall remain in full force and effect.
All capitalized terms not herein defined shall have the same meaning as
set forth in the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date set forth below to be retroactive to and effective as of January 1, 2003.
WESTCORP
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WESTERN AUTO INVESTMENTS, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
WESTRAN SERVICES CORP.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WESTERN FINANCIAL BANK
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice Chairman &
President
WFS FINANCIAL INC
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WFS FINANCIAL AUTO LOANS, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
WFS FINANCIAL AUTO LOANS 2, INC
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
WFS INVESTMENTS, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WFS FUNDING, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
WFS RECEIVABLES CORPORATION
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
WESTFIN INSURANCE AGENCY, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WESTHRIFT LIFE INSURANCE COMPANY
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
THE ▇▇▇▇▇▇▇ COMPANY, THE MORTGAGE BANKERS
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President & Chief Executive
Officer
WFS WEB INVESTMENTS
By: _________________________________________________ Date: _________, 2003
▇▇▇▇▇▇ ▇▇▇▇▇, President
WESTERN RECONVEYANCE COMPANY, INC.
By: _________________________________________________ Date: _________, 2003
J. ▇▇▇▇▇ ▇▇▇▇▇▇, President, Chief Executive
Officer & Treasurer
WESTERN CONSUMER SERVICES, INC.
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇, Vice President & Controller
WESTERN CONSUMER PRODUCTS
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇, President
WFS RECEIVABLES CORPORATION INC. 2
By: _________________________________________________ Date: _________, 2003
▇▇▇▇ ▇▇▇▇▇, Vice President & Controller
WFS RECEIVABLES CORPORATION INC. 3
By: _________________________________________________ Date: _________, 2003
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President & Treasurer