TFC ENTERPRISES INC
EXHIBIT 10.39
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>7
<FILENAME>dex1039.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>
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                                                                   Exhibit 10.39

                                                                  EXECUTION COPY


                 AMENDMENT NO. 2 TO, AND WAIVER WITH RESPECT TO,
              AMENDED AND RESTATED WAREHOUSE AND SECURITY AGREEMENT

         This AMENDMENT NO. 2 TO, AND WAIVER WITH RESPECT TO, AMENDED AND
RESTATED WAREHOUSE AND SECURITY AGREEMENT (this "Amendment and Waiver") is made
as of August 28, 2002, to that certain Amended and Restated Warehouse and
Security Agreement, dated as of March 15, 2002, among TFC Warehouse Corporation
I (the "Borrower"), a Delaware corporation, The Finance Company (in its capacity
as initial purchaser of Contracts from Approved Dealers, "TFC" and, in its
capacity as servicer of the Contracts, the "Servicer"), a Virginia corporation,
Wells Fargo Bank Minnesota, National Association (the "Collateral Agent"), a
national banking association, and Westside Funding Corporation (the "Lender"), a
Delaware corporation, as modified pursuant to the waiver letter agreement dated
March 15, 2002 by and among the Borrower, TFC, the Collateral Agent and the
Lender, and consented to by Royal Indemnity Company (the "Insurer"), as insurer,
as and as amended by Amendment No. 1 to, and Waiver with Respect to, Amended and
Restated Warehouse and Security Agreement, dated as of July 22, 2002, among, the
Borrower, TFC, the Collateral Agent and the Lender, and consented to by the
Insurer (the "Loan Agreement").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, TFC, the Collateral Agent and the Lender have
entered into the Loan Agreement; and

         WHEREAS, the Borrower, TFC, the Collateral Agent and the Lender wish to
amend the Loan Agreement as provided herein; and

         WHEREAS, the Borrower, TFC, the Collateral Agent and the Lender wish to
waive a certain Event of Default and corresponding Funding Termination Event
under the Loan Agreement, as provided herein;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         Section 1.01. Defined Terms. For purposes of this Amendment and Waiver,
unless the context clearly requires otherwise, all capitalized terms which are
used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Loan Agreement.

         Section 1.02. The Amendments.

            (a) Limitations on Permitted Exceptions to Underwriting Guidelines.
Exhibit D to the Loan Agreement is hereby amended, effective September 27, 2002,
by adding the following two sentences to the end of paragraph 1
("Characteristics of Contracts") thereof:

         Notwithstanding any contrary provision contained in clause (A) of this
         paragraph 1, a Contract shall not be deemed not to be an Eligible
         Contract solely by virtue of the fact

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         that such Contract shall have been originated pursuant to a provision
         of the Underwriting Guidelines that permits discretionary exceptions to
         other provisions of the Underwriting Guidelines, provided that the
         addition of such Contract to the pool of Eligible Contracts shall not
         cause the percentage of Eligible Contracts (by Aggregate Principal
         Balance as of any date of determination) originated pursuant to such
         permitted discretionary exceptions and added to the pool of Eligible
         Contracts during any calendar month to exceed 15% of all Eligible
         Contracts added to the pool of Eligible Contracts during such calendar
         month. The Servicer shall include on each Servicer's Certificate a
         list, by account number, of each Contract added to the pool of
         Contracts during the immediately preceding calendar month that shall
         have been originated pursuant to such discretionary exceptions, and
         such list shall include the Principal Balance of each such Contract as
         of the Funding Date for such Contract. If any Required Audit Report
         delivered pursuant to Section 3.07(b) of the Servicing Agreement
         contains a finding that the concentration limit set forth in the second
         preceding sentence shall have been exceeded during any calendar month
         after such concentration limit shall have become effective, such
         finding shall constitute a material exception for the purposes of
         Section 8.01(t) of the Loan Agreement.

           (b) Underwriting Guidelines. Exhibit G to the Loan Agreement is
hereby amended, effective September 27, 2002, by replacing the section of the
Underwriting Guidelines entitled "The Finance Company Credit Underwriting
Guidelines Military Finance Program (Automobiles and Motorcycles)" in its
entirety with the underwriting guidelines set forth in Exhibit A hereto.
Pursuant to Section 7.02(f) of the Loan Agreement, each of the Lender and the
Insurer hereby consents to such amendment to the Underwriting Guidelines.

           (c) Net Realized Loss Matrix. Exhibit P to the Loan Agreement is
hereby amended, effective the date hereof, by replacing the Net Realized Loss
Matrix set forth therein with the following Net Realized Loss Matrix:

--------------------------------------------------------------------------------
                            Net Realized Loss Matrix

          Monthly                    Trigger                  Event of
          Period                      Event                    Default
          ------                      -----                    -------
            1-3                       0.10%                      0.15%
            4-6                       1.25%                      1.35%
            7-9                       4.15%                      4.45%
           10-12                      9.35%                     10.01%
           13-15                     13.77%                     14.87%
           16-18                     17.83%                     19.26%
           19-21                     21.37%                     23.08%
           22-24                     23.06%                     24.91%
           25-27                     24.75%                     26.75%
           28-30                     26.00%                     28.10%
           31-33                     26.40%                     28.50%
           34-36                     26.95%                     29.10%
--------------------------------------------------------------------------------

         Section 1.03.     Waiver of Event of Default and Funding Termination
Event.

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           (a) Notwithstanding Section 8.01(m) of the Loan Agreement, the excess
of (x) the Net Realized Loss Rate with respect to any Monthly Static Pool, as of
any date of determination prior to the date of this Amendment and Waiver, over
(y) the Net Loss Default Percentage with respect to such Monthly Static Pool for
such date of determination shall not constitute, and shall not have constituted
at any time prior to the date of this Amendment and Waiver, an Event of Default
or a Funding Termination Event.

     Section 1.04. Conditions Precedent to Waivers. The Insurer's consent to the
waiver set forth in Section 1.03 of this Amendment and Waiver is subject to the
satisfaction of each of the following conditions precedent: (i) no breach of any
representation and warranty set forth in Article VI of the Loan Agreement shall
have occurred and be continuing; (ii) no representation set forth in Article VI
of the Loan Agreement shall contain any statement that is false or, in the
context in which such statement is made, misleading; (iii) all information
provided to Insurer and Lender in connection with the negotiation and execution
of this Amendment and Waiver shall have been, at the time such information was
so provided, and shall be, as of the date of this Amendment and Waiver, accurate
in all material respects; and (iv) Borrower and TFC have disclosed to Lender and
Insurer all facts, events and occurrences prior to the date of this Amendment
and Waiver that constituted an Event of Default or a Funding Termination Event.

     Section 1.05. Payment of Legal Expenses. TFC shall reimburse the Insurer
for all reasonable fees and expenses of legal counsel to the Insurer incurred by
the Insurer in connection with this Amendment and Waiver, provided that the
amount of such reimbursement shall not exceed $5,000.

     Section 1.06. Effect of Amendment and Waiver. Upon effectiveness of this
Amendment and Waiver, the Loan Agreement shall be, and be deemed to be, modified
and amended in accordance herewith and the respective rights, limitations,
obligations, duties, liabilities and immunities of the Borrower, TFC, the
Lender, the Collateral Agent and each third party beneficiary hereof shall
hereafter be determined, exercised and enforced subject in all respects to such
modifications and amendments, and all the terms and conditions of this Amendment
and Waiver shall be and be deemed to be part of the terms and conditions of the
Loan Agreement for any and all purposes. All other terms and conditions of the
Loan Agreement shall not be modified or amended and shall remain in full force
and effect.

     Section 1.07. Construction of Amendment and Waiver in Relation to Original
Agreement. In case of any inconsistency between any provisions of this Amendment
and Waiver and any provisions of the Loan Agreement prior to this Amendment and
Waiver, the provisions of this Amendment and Waiver shall control.

     Section 1.08. Governing Law. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflicts of law principles thereof.

     Section 1.09. Severability of Provisions. If one or more of the provisions
of this Amendment and Waiver shall be for any reason whatever held invalid or
unenforceable, such provision(s) shall be deemed severable from the remaining
covenants, agreements and provisions

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of this Amendment and Waiver and shall in no way affect the validity or
enforceability of such remaining provisions or the rights of any parties hereto
or third party beneficiaries hereof.

     Section 1.10. Binding Effect. The provisions of this Amendment and Waiver
shall be binding upon and inure to the benefit of the parties hereto and third
party beneficiaries hereof and their respective successors and permitted
assigns.

     Section 1.11. Counterparts. This Amendment and Waiver may be executed in
any number of counterparts, each of which shall be an original and all of which
taken together shall constitute but one and the same instrument.







         [The remainder of this page has been intentionally left blank.]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed by their respective officers thereunto
duly authorized, as of the day first above written.

                          WESTSIDE FUNDING CORPORATION

                                      By:  Westdeutsche Landesbank Girozentrale,
                                             New York Branch, as Administrator

                                           By:__________________________________
                                              Name:
                                              Title:

                                           By:__________________________________
                                              Name:
                                              Title:

                                      TFC WAREHOUSE CORPORATION I

                                           By:__________________________________
                                              Name:
                                              Title:

                                      THE FINANCE COMPANY

                                      By:_______________________________________
                                              Name:
                                              Title:

                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION

                                      By:_______________________________________
                                              Name:
                                              Title:

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Consented to as of the date first above:

ROYAL INDEMNITY COMPANY

By:___________________________________
Name:
Title:

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                                    EXHIBIT A

                 Amendment to Section of Underwriting Guidelines
          Entitled "The Finance Company Credit Underwriting Guidelines
             Military Finance Program (Automobiles and Motorcycles)

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