RESTATED FIRST AMENDMENT TO THE
This RESTATED FIRST AMENDMENT ("Amendment") is dated as of May 1, 2004, by
and between WFS FINANCIAL
INC, a California
corporation ("Debtor"), and WESTERN
FINANCIAL BANK, a federally chartered savings bank ("Secured Party"), and amends
the original Security Agreement between Debtor and Secured Party dated March 7,
2003 (the "Agreement").
The Agreement is being amended as follows:
In consideration of the mutual promises set forth herein, and in reliance
upon the recitals set forth above, the parties agree as follows:
1. Section 1 GRANT OF SECURITY INTEREST of the Agreement is restated in
its entirety to read as follows:
"As security for the full and timely payment and performance of the
"Secured Obligations" (as defined herein), the Debtor hereby grants
to the Secured Party a continuing security interest in and lien upon
any and all of the Debtor's right, title and interest (whether
presently existing or hereafter arising) in and to the Collateral.
As used herein, the term "Collateral" shall mean, any and all assets
and properties, if any, pledged from time to time by the Debtor to
Secured Party pursuant to any Loan Documents to secure all or a
portion of the Obligations."
2. Section 3.5 Collateralization of Principal of the Agreement is
restated in its entirety to read as follows:
"Without the prior consent of the Secured Party, the Debtor shall
cause the book value of the Collateral to not be less than the
3. Except as specifically amended herein, all terms of the Agreement
shall remain in full force and effect.
4. Capitalized terms not defined herein shall have the meanings as set
forth in the Agreement.
WHEREFORE, the undersigned have executed this Agreement on the date set
forth below to be effective as of the date first set forth above.
INC WESTERN FINANCIAL BANK
J. Keith Palmer Lee A. Whatcott,
Senior Vice President Senior Executive Vice President
and Treasurer and Chief Financial Officer