MASTER TRAVEL SERVICES AGREEMENT
This MASTER TRAVEL SERVICES AGREEMENT ("Agreement") is made as of this
January 1, 2004, by and between Westran Services Corp., a California corporation
("Westran"), on one hand, and Westcorp, a California corporation ("Westcorp"),
Western Financial Bank, a federally chartered savings bank (the "Bank"), WFS
Financial Inc, a California corporation ("WFS"), WestFin Insurance Agency, Inc.
("WFIA"), a California corporation, WFS Receivables Corporation ("WFSRC"), a
California corporation, and Western Financial Associate Solutions ("WFAS"), a
California corporation, on the other ("Companies" or in the singular "Company").
A. Whereas, Westran, Westcorp, WFS, the Bank and WFIA have previously
entered into a Travel Services Agreement, dated as of August 28, 2002, as
subsequently amended (the "Original Agreement");
B. Whereas, in accordance with Section 8.1 of the Original Agreement, the
Companies desire to supercede the Original Agreement, in whole, and replace it
with this Agreement;
C. Whereas, Westcorp is the sole shareholder of Westran, having formed
Westran as a wholly-owned subsidiary for the purpose of providing travel
D. Whereas, Westcorp is the sole shareholder of the Bank, which in turn is
the majority shareholder of WFS, WFIA, and WFAS;
E. Whereas, the Bank is the sole shareholder of WFS, which in turn is the
sole shareholder of WFSRC;
F. Whereas, the Companies desire to obtain travel services from Westran on
a nonexclusive basis;
G. Whereas, Westran is willing to provide such travel services, on the
terms and conditions described below; and
H. Whereas, Westran and the Companies desire to set forth the terms of
their relationship in order to ensure that, in accordance with Office of Thrift
Supervision ("OTS") regulations, Westran functions as and remains a corporate
entity separate and apart from the Companies and to ensure that Westran and the
Companies meet the requirements of Sections 23A and 23B of the Federal Reserve
Act, as implemented by OTS Regulations 563.41 (Transactions with Affiliates).
Now therefore, in consideration of the mutual promises set forth herein,
and in reliance upon the recitals set forth above, the parties agree as follows:
1. Westran will provide non-exclusive travel related services for the
Companies, including but not limited to arranging for commercial, corporate
(Part 91 Federal Aviation Regulations ("FAR"), or charter (Part 135 FAR) air
transportation, ground transportation, and lodging.
2.1 Corporate Aircraft Services. Westran has a corporate aircraft
available for use. If an employee of Company wishes to use the corporate
aircraft, employee completes a Westran Corporate Aircraft Request form ("CAR"),
and obtains approval from Ernest Rady, or Thomas Wolfe, or Lee Whatcott, in
accordance with the policy established by Companies. The CAR is submitted to the
Westran Travel Coordinator ("Travel Coordinator") who schedules the trip. Travel
Coordinator will advise requester of the prevailing rate prior to finalizing any
2.2 Charter Aircraft Services. Westran has its corporate aircraft
available for charter through its lessee, Elite Aviation. Pursuant to its
agreement with Elite Aviation, Westran reserves the right to override a charter
arranged by Elite Aviation to a non-related entity; however, as much advance
notice as possible is requested in order to minimize scheduling conflicts.
Additionally, Company use may be booked as a charter in certain instances, such
as when Elite Aviation charter is overridden by Company use.
2.3 Commercial Air Travel. Westran will coordinate and arrange
commercial air travel for employees of Companies consistent with the policies of
requesting Company. Employees submit to the Westran Travel Coordinator a
completed Commercial Travel Request form ("CTR"), approved in accordance with
travel policies establish by the Companies.
2.4 Ancillary Travel Services. Ancillary travel services,
including lodging and ground transportation, may be arranged through Westran in
conjunction with scheduled charter or commercial air travel.
2.5 Administrative Service. Westran will provide administrative
services necessary to accomplish travel coordination and planning. Such services
include, but are not limited to, the time of the Travel Coordinator and
materials and supplies.
3. Time and Method of Payment.
3.1 Corporate air travel services will be billed by Westran at the
prevailing charter rate established with Elite Aviation. The current rate is
$2,388.00 per hour for use by any of the Companies. This rate is subject to
change without notice to Companies.
3.2 Commercial air travel and ancillary travel services shall be
direct billed to the using Company at actual cost.
3.3 Companies acknowledge that Westran incurs administrative costs
in coordinating travel for Companies and Companies agree to reimburse Westran
for these administrative costs. Westran shall estimate the time spent by the
Travel Coordinator for each