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                EXHIBIT
                  10.4

              

            


    

    


    FIRST
      AMENDMENT TO AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT

     

    FIRST
      AMENDMENT, dated as of February 8, 2008 (this “Amendment”),
      to
      AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT, dated as of October 18,
      2007 (the “Agreement”;
      unless
      otherwise defined herein, terms defined in the Agreement are used herein as
      therein defined), by and among UPFC Funding Corp. (the “Borrower”),
      United Auto Business Operations, LLC, United Auto Credit Corporation, United
      PanAm Financial Corp., CenterOne Financial Services LLC, as Backup Servicer,
      the
      Agents from time to time parties thereto, the Lenders from time to time parties
      thereto (the “Lenders”),
      and
      Deutsche Bank Trust Company Americas, as Administrative/Collateral Agent and
      as
      Backup Custodian.

     

    WITNESSETH:

     

    WHEREAS,
      the parties wish to amend the Agreement as set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      expressly acknowledged, the parties hereto agree as follows:

     

    1.
      Amendments.
      (a)
      Section 1.1 of the Agreement is hereby amended by (i) adding the following
      definitions in the appropriate alphabetical order:

     

    “Residual
      Pledge Agreement”
means
      the Pledge Agreement dated as of February 8, 2008 between UACC, as Pledgor,
      and
      the Administrative/Collateral Agent, as the same may from time to time be
      amended, supplemented or otherwise modified.

     

    “Residual
      Security Agreement”
means
      the Security Agreement dated as of February 8, 2008 between UPFC Auto
      Receivables Corp. and UPFC Auto Financing Corporation, as Obligors, and the
      Administrative/Collateral Agent, as the same may from time to time be amended,
      supplemented or otherwise modified.

     

    and
      (ii)
      deleting the definition of Transaction Documents and substituting, in lieu
      thereof, the following:

     

    “Transaction
      Documents”
means
      this Agreement, the Notes, the Fee Letter, the Sale and Servicing Agreement,
      the
      Intercreditor Agreement, each Interest Rate Cap, the Residual Security
      Agreement, the Residual Pledge Agreement and the other documents to be executed
      and delivered in connection with this Agreement. 

     

    (b)
      Article IX of the Agreement is hereby amended by adding the following at the
      end
      thereof:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    SECTION
      9.8 Residual
      Collateral Account.
      If,
      on
      any Distribution Date prior to the occurrence of an Event of Default, the Amount
      Available is less than the aggregate amount required to be distributed pursuant
      to clauses (i) through (ix) of Section
      9.5(a),
      the
      Administrative/Collateral Agent shall at the written direction of the Servicer
      withdraw the amount of such deficiency, up to the lesser of the Maximum Amount
      (as defined in the Residual Security Agreement) and the amount available in
      the
“Collateral Account” (as defined in the Residual Security Agreement), from such
      Collateral Account and shall apply such amount directly (and solely) to any
      unpaid amounts described in clause (vii) or (ix) of Section
      9.5 (a). 

     

    If,
      on
      the Distribution Date following the occurrence of an Event of Default, the
      Amount Available (after giving effect to any withdrawal of funds from the
      Reserve Account) is less than the aggregate amount required to be distributed
      pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix)
      of
Section
      9.5(a),
      the
      Administrative/Collateral Agent shall withdraw the amount of such deficiency
      up
      to the lesser of the Maximum Amount and the amount available in the “Collateral
      Account” (as defined in the Residual Security Agreement), from the such
      Collateral Account and shall apply such amount directly (and solely) to any
      unpaid amounts described in clauses (i), (ii), (iii), (iv), (v), (vi), (viii)
      and (ix) of Section
      9.5(a)
      in the
      order of priority and in the manner set forth in such clauses. After making
      the
      withdrawal required by this Section
      9.8,
      such
      Collateral Account shall be closed and any remaining funds in such Collateral
      Account shall be paid to the “Obligors” under the Residual Security Agreement on
      such Distribution Date.

     

    (b)
      Section 14.1 of the Agreement is hereby amended by adding the following at
      the
      end thereof:

     

    or
      (u)
      Any “Obligor” under the Residual Security Agreement or UACC (in any capacity)
      shall fail to perform or observe any other term, covenant or agreement contained
      in the Residual Security Agreement or Residual Pledge Agreement on its part
      to
      be performed or observed and any such failure shall remain unremedied for 30
      days after knowledge thereof or after written notice thereof shall have been
      given by the Administrative/Collateral Agent to the “Obligor” or
      UACC.

     

    2.
      Waiver.
      The
      Borrower informed Deutsche Bank AG, New York Branch, as Agent, and the Lenders
      that (a) the Delinquency Ratio as of December 31, 2007 exceeds [ * ] (but
      does not exceed [ * ]), the Delinquency Ratio as of January 31, 2008 may
      exceed [ * ] (but not [ * ]) and the Delinquency Ratio as of February 29,
      2008 may exceed [ * ] (but not [ * ]), (b) the Portfolio Loss Ratio as of
      December 31, 2007 exceeds [ * ] (but does not exceed [ * ]), the Portfolio
      Loss Ratio as of January 31, 2008 may exceed [ * ] (but not [ * ]) and the
      Portfolio Loss Ratio as of February 29, 2008 may exceed [ * ] (but not [ *
      ]) and (c) the Portfolio Delinquency Ratio as of December 31, 2007
      exceeds [ * ] (but does not exceed [ * ]), the Portfolio Delinquency Ratio
      as of January 31, 2008 may exceed [ * ] (but not [ * ]) and the Portfolio
      Delinquency Ratio as of February 29, 2008 may exceed [ * ] (but not [ * ]).
      The Lenders and Agents hereby agree that, during the period from the date hereof
      through and including the Business Day prior to the Servicer Report Date
      occurring in April 2008, no Additional Reserve Account Percentage will exist
      if
      the ratios set forth in the preceding sentence are greater than the percentages
      set forth therein (but not in excess of the percentages set forth in parentheses
      in such sentence). 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    3.
      Agreement
      in Full Force and Effect.
      Except
      as specifically amended and waived hereby, all of the terms and conditions
      of
      the Agreement shall remain in full force and effect.

     

    4.
      Representations.
      Each of
      the Borrower, the Seller, the Servicer and the Guarantor severally represents
      and warrants that all acts, filings and conditions required to be done and
      performed and to have happened (including, without limitation, the obtaining
      of
      necessary governmental approvals) precedent to the entering into of this
      Amendment to constitute this Amendment and the Agreement as amended hereby
      the
      duly authorized, legal, valid and binding obligation of such party, enforceable
      in accordance with its terms, have been done, performed and have happened in
      due
      and strict compliance with all applicable laws.

     

    5.
      Counterparts.
      This
      Amendment may be executed in any number of counterparts and by separate parties
      hereto on separate counterparts, each of which when executed shall be deemed
      an
      original, but all such counterparts taken together shall constitute one and
      the
      same instrument.

     

    6.
      Governing
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK.

     

    7.
      Effectiveness.
      This
      Amendment shall become effective as of February 8, 2008, when:

     

    (a)
      each
      of the parties hereto shall have executed a counterpart hereof and delivered
      the
      same to the Agent;

     

    (b)
      each
      Rating Agency shall have confirmed that this Amendment will not result in the
      withdrawal or reduction of its rating of the Notes or the commercial paper
      of
      any Noncommitted Lender; and

     

    (c)
      the
      Agent shall have received any other documents relating to this Amendment
      reasonably requested by the Agent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	
              UPFC
                FUNDING CORP.

            
	 	 
	
              By:

            	
              /s/
                Arash Khazei

            
	 	
              Name:
                Arash Khazei

            
	 	
              Title:
                CFO

            
	 
	
              UNITED
                AUTO CREDIT CORPORATION,

              individually
                and as Seller, Servicer and Custodian

            
	 	 
	
              By:

            	
              /s/
                Mario Radrigan

            
	 	
              Name:
                Mario Radrigan

            
	 	
              Title:
                EVP

            
	 	 
	
              UNITED
                AUTO BUSINESS OPERATIONS, LLC,

              individually
                and as Seller

            
	 
	
              By:

            	
              /s/
                Arash Khazei

            
	 	
              Name:
                Arash Khazei

            
	 	
              Title:
                CFO

            
	 
	
              UNITED
                PANAM FINANCIAL CORP. ,

              individually
                and as Guarantor

            
	 	 
	
              By:

            	
              /s/
                Ray Thousand

            
	 	
              Name:
                Ray Thousand

            
	 	
              Title:
                CEO

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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              DEUTSCHE
                BANK TRUST COMPANY

              AMERICAS,
                as Administrative/Collateral Agent

            
	 	 
	
              By:

            	
              /s/
                Irene Siegel

            
	 	
              Name:
                Irene Siegel

            
	 	
              Title:
                Vice President

            
	 	 
	
              By:

            	
              /s/
                Louis Bodi

            
	 	
              Name:
                Louis Bodi

            
	 	
              Title:
                Vice President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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              DEUTSCHE
                BANK TRUST COMPANY

              AMERICAS,
                as Backup Custodian

            
	 	 
	
              By:

            	
              /s/
                Christopher Corcoran

            
	 	
              Name:
                Christopher Corcoran

            
	 	
              Title:
                Vice President

            
	 	 
	
              By:

            	
              /s/
                Carlos Falcon

            
	 	
              Name:
                Carlos Falcon

            
	 	
              Title:
                Associate

            
	 
	
              CENTERONE
                FINANCIAL SERVICES LLC, as

            
	
              Backup
                Servicer

            
	 	 
	
              By:

            	
              /s/
                Edward J. Brown, Sr.

            
	 	
              Name:
                Edward J. Brown Sr.

            
	 	
              Title:
                Group Vice President

            


    

     

    GEMINI
      LENDER GROUP

    


    
      	
              GEMINI
                SECURITIZATION CORP., LLC

            
	
              As
                Noncommitted Lender

            
	 	 
	
              By:

            	
              /s/
                R. Douglas Donaldson

            
	 	
              Name:
                R. Douglas Donaldson

            
	 	
              Title:
                Treasurer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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              DEUTSCHE
                BANK AG, NEW YORK BRANCH,

            
	
              as
                Agent and Committed Lender

            
	 
	
              By:

            	
              /s/
                Eric Shea

            
	 	
              Name:
                Eric Shea

            
	 	
              Title:
                Managing Director

            
	 	 
	
              By:

            	
              /s/
                Peter Kim

            
	 	
              Name:
                Peter Kim

            
	 	
              Title:
                Vice President