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                                                                  EXHIBIT 10.6.2


                         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 FUNDING, INC., 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 1, 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 FUNDING, INC.                             WESTERN FINANCIAL BANK


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