EXHIBIT 10.4.1
FIRST AMENDMENT TO THE
AMENDED AND RESTATED TAX SHARING AGREEMENT
The Amended and Restated Tax Sharing Agreement ("Agreement"), effective
as of the first day of the consolidated return year beginning January 1, 2002 by
and among Westcorp (FEIN No. 00-0000000) and each of the subsidiaries subscribed
thereto, is hereby amended as of January 1, 2003 ("Amendment"). All capitalized
terms not herein defined shall have the same meaning as set forth in the
Agreement.
RECITALS
WHEREAS, it is advisable that WestFin Securities Corporation, a
California corporation, and a subsidiary of WFS Financial Inc ("WFS"), which is
a second tier majority-owned subsidiary of Westcorp is to be removed as a Member
from the Agreement; and
WHEREAS, the Members to the Agreement desire to amend section 4 of the
Agreement to include a provision stating that deminimus payments by and among
the Members, in the amount of twenty dollars ($20.00) or less, need not be
allocated amongst the Members.
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. WestFin Securities Corporation (FEIN No. 00-0000000) is
removed as a Member to the Agreement effective January 1,
2003.
2. Section 4 of the Agreement is hereby amended and restated in
its entirety to read as follows:
"4. Each Member shall pay the Parent its allocated consolidated
federal income tax liability under this Agreement. Such payment is expressly
limited to the portion currently due and payable to the Internal Revenue Service
("IRS"). The timing of such payment shall be consistent with the due date of the
payment from each Member if it had been filed on a separate return basis
provided that in no event shall payment be made until expiration of any
extension that may be in effect as to the Parent. Current payment by any Member
to the Parent of that Member's deferred tax liability is expressly forbidden.
Each Member benefiting from net operating losses and tax credits shall pay to
the Parent its added tax assessment determined under paragraph 2 of the
Agreement. The Parent shall pay to each Member with a net operating loss or tax
credit during the taxable year its allocable share of the total of the
additional amounts due from other Members pursuant to paragraph 2 of this
Agreement. Payments for these allocable shares are to be made no later than 30
days after the date of filing of the consolidated federal income tax return for
such taxable year. Due to administrative costs of completing cash transfers,
deminimus payments by and among the Members, in the amount of twenty dollars
($20.00) or less, need not be allocated amongst the Members."
Except as amended specifically herein, all terms and conditions of the
Agreement, shall remain in full force and effect.
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
Xxxxxx X. Xxxxx, President
WESTERN AUTO INVESTMENTS, INC.
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WESTRAN SERVICES CORP.
By: _________________________________________________ Date: _________, 2003
Xxxxxxx X. Xxxxx, President
WESTERN FINANCIAL BANK
By: _________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, Vice Chairman &
President
WFS FINANCIAL INC
By: _________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WFS FINANCIAL AUTO LOANS, INC.
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS FINANCIAL AUTO LOANS 2, INC
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS INVESTMENTS, INC.
By: _________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WFS FUNDING, INC.
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WFS RECEIVABLES CORPORATION
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxxxxx, President
WESTFIN INSURANCE AGENCY, INC.
By: _________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President
WESTHRIFT LIFE INSURANCE COMPANY
By: _________________________________________________ Date: _________, 2003
Xxxxxxx X. Xxxxx, Vice President
THE XXXXXXX COMPANY, THE MORTGAGE BANKERS
By: _________________________________________________ Date: _________, 2003
Xxxxxx X. Xxxxx, President & Chief Executive
Officer
WFS WEB INVESTMENTS
By: _________________________________________________ Date: _________, 2003
Xxxxxx Xxxxx, President
WESTERN RECONVEYANCE COMPANY, INC.
By: _________________________________________________ Date: _________, 2003
J. Xxxxx Xxxxxx, President, Chief Executive
Officer & Treasurer
WESTERN CONSUMER SERVICES, INC.
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxx, Vice President & Controller
WESTERN CONSUMER PRODUCTS
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxx, President
WFS RECEIVABLES CORPORATION INC. 2
By: _________________________________________________ Date: _________, 2003
Xxxx Xxxxx, Vice President & Controller
WFS RECEIVABLES CORPORATION INC. 3
By: _________________________________________________ Date: _________, 2003
J. Xxxxx Xxxxxx, Vice President & Treasurer
