EXHIBIT 10.6.5
FIFTH AMENDMENT TO THE
REVOLVING LINE OF CREDIT AGREEMENT
This FIFTH AMENDMENT ("Amendment") is dated as of May 1, 2004, by and between
WFS FINANCIAL INC, a California corporation (the "Borrower"), and WESTERN
FINANCIAL BANK, a federally-chartered savings bank (the "Bank"), and amends the
REVOLVING LINE OF CREDIT AGREEMENT ("Agreement") entered into by the parties on
June 15, 1999, as amended, pursuant to the transfer of certain assets of the
Bank to the Borrower.
RECITALS
A. The Agreement is being amended as follows:
AGREEMENT
In consideration of the mutual promises set forth herein, and in reliance
upon the recitals set forth above, the parties agree as follows:
1. CERTAIN DEFINITIONS
The definition of "COLLATERAL" is hereby amended as follows:
"COLLATERAL" shall mean any assets and properties, if any, used from
time to time pursuant to any Loan Documents to secure all or a
portion of the Obligations.
2. Section 2.4.2 of the Agreement is restated in its entirety as
follows:
PAYMENTS OF INTEREST. Interest shall be due and payable (i) on the
tenth calendar day of each month (or if such day is not a Business
Day, on the next Business Day thereafter) for the preceding month,
and (ii) at maturity (by acceleration or otherwise). In the event
that the Borrower fails to pay Interest when due, the Bank may, in
its sole discretion, advance such amount for the Borrower's account,
which amount shall be deemed an Advance hereunder.
3. Except as specifically amended herein, all terms of the Agreement
and terms as previously amended by the First, Second, Third and
Fourth amendments to 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 Amendment on the date set forth
below to be effective as of the date first set forth above.
WFS FINANCIAL INC WESTERN FINANCIAL BANK
_________________________________ _________________________________
Xxxx Xxxxx, Senior Vice President Xxx X. Xxxxxxxx,
Senior Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
