EXHIBIT 10.17.2
SECOND AMENDMENT TO THE
INTEREST RATE SWAP GUARANTEE AGREEMENT
This Second Amendment to the Interest Rate Swap Guarantee Agreement
("Second Amendment") is made effective as of August 5, 2003, by and among
Westcorp, a California corporation, Western Financial Bank, a federally
chartered bank ("WFB"), and WFS Receivables Corporation 2, a Nevada corporation
("WFSRC2"), and hereby amends the Interest Rate Swap Guarantee Agreement entered
into by the parties on May 10, 2001, as subsequently amended, with reference to
the following:
RECITALS
WHEREAS, the parties have previously entered into the original agreement
on May 10, 2001; and
WHEREAS, the agreement was subsequently amended on March 3, 2003 (the
original agreement and first amendment is hereinafter collectively referred to
as the "Agreement");
WHEREAS, the parties desire to amend and restate Schedule A to the
Agreement in order to update the swap agreement list;
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and in reliance upon the recitals set forth above, the Agreement
is amended as follows:
AGREEMENT
1. Schedule A to the Agreement is hereby amended and restated as Schedule
A-1 and is attached hereto and is hereby incorporated and made part of
the Agreement.
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 set forth
in the Agreement.
WHEREFORE, the undersigned have executed this Second Amendment on the date
set forth below to be effective as of the date first set forth above.
WESTCORP
______________________________
WESTERN FINANCIAL BANK
__________________________________
WFS RECEIVABLES CORPORATION 2, INC
__________________________________
SCHEDULE A-1
1. Prepayment Differential Interest Rate Swap Agreements between Western
Financial Bank and Citibank, N.A., dated as of May 9, 2001.
2. Interest Rate Swap Agreements between Western Financial Bank and Xxxxxxx
Xxxxx dated as of March 3, 2003.
3. Interest Rate Swap Agreement between WFS Receivables Corporation 2 and
Bank of America dated as of August 5, 2003.