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                                                                 EXHIBIT 10.22.2

                         FIRST AMENDMENT TO THE AMENDED

                       REVOLVING LINE OF CREDIT AGREEMENT

This FIRST AMENDMENT ("Amendment") is dated as of October 15, 2002, by and
between WFS RECEIVABLES CORPORTION, a California corporation (the "Borrower"),
and WESTERN FINANCIAL BANK a federal savings bank (the "Bank"), and amends the
AMENDED REVOLVING LINE OF CREDIT AGREEMENT ("Agreement") entered into by the
parties on June 30, 2002 with reference to the following:

                                    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 "BORROWING CERTIFICATE" is hereby added to the
                Agreement and shall read as follows:

                "BORROWING CERTIFICATE" shall mean a borrowing request executed
                by the Borrower in substantially the form attached hereto as
                Exhibit A or such other form as may be acceptable to the Bank in
                its sole and absolute discretion.

        2.      Section 2.2 of the Agreement is restated in its entirety as
                follows:

                NOTICE AND MAKING OF ADVANCES. Whenever the Borrower desires to
                draw down an Advance, the Borrower shall execute and deliver to
                the Bank a Borrowing Certificate prior to each requested
                Advance, and such Borrowing Certificate shall be irrevocable.
                The Borrower hereby irrevocably authorizes the Bank, on behalf
                of Borrower, to retain from time to time any Advance or portion
                thereof to be used to pay any outstanding Interests or Costs
                hereunder which is then due and unpaid. The conditions herein
                with respect to the making of Advances are for the benefit of
                the Bank and the Bank may modify or waive any of such conditions
                in its sole and absolute discretion.

        3.      A new Section 4.2 will be added to the Agreement:

                4.2 BORROWING CERTIFICATE. The Borrower shall have timely
                delivered to the Bank, in accordance with Section 2.2 hereof, a
                Borrowing Certificate duly completed and executed by the
                Borrower.

        4.      The original sections 4.2 through 4.5 shall be deemed renumbered
                4.3 through 4.6.

        5.      Except as specifically amended herein, all terms of the
                Agreement shall remain in full force and effect.

        6.      Capitalized terms not defined herein shall have the meanings set
                forth in the Agreement.



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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 RECEIVABLES CORPORATION             WESTERN FINANCIAL BANK

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John Coluccio, President                Lee A. Whatcott,
                                        Senior Executive Vice President,
                                        Chief Financial Officer and
                                        Chief Operating Officer