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                                                                  Exhibit 10.117


                              AMENDMENT NUMBER ONE
               TO THE AMENDED AND RESTATED ONYX WAREHOUSE FACILITY
                                       AND
                       ASSIGNMENT AND ASSUMPTION AGREEMENT





        This AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED ONYX WAREHOUSE
FACILITY AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Amendment and
Assignment") is made as of December 22, 1998 by and among ONYX ACCEPTANCE
CORPORATION ("Onyx"), ONYX ACCEPTANCE FINANCIAL CORPORATION ("Finco"), TRIPLE-A
ONE FUNDING CORPORATION ("Triple-A One"), CAPITAL MARKETS ASSURANCE CORPORATION
("CapMAC"), CAPMAC FINANCIAL SERVICES, INC. ("CapFin"), MBIA INSURANCE
CORPORATION ("MBIA") and NATIONAL AUSTRALIA BANK LIMITED, New York Branch, as
Bank Agent for the Banks (the "Bank Agent").


                               W I T N E S S E T H


        WHEREAS, the parties hereto have entered into the Operative Documents;


        WHEREAS, pursuant to the Insurance Agreement CapMAC has issued a Note
Bond for the benefit of Triple-A One and a Liquidity Bond for the benefit of the
Bank Agent;


        WHEREAS, the parties hereto have agreed that MBIA, rather than CapMAC,
will hereafter provide credit support to Triple-A One and the Bank Agent;


        WHEREAS, MBIA will issue a financial guaranty insurance policy in favor
of Triple-A One substantially in the form of Exhibit A hereto (the "Note
Policy") and a financial guaranty insurance policy in favor of the Bank Agent
substantially in the form of Exhibit B hereto (the "Liquidity Policy") in
replacement of the Note Bond and the Liquidity Bond;


        WHEREAS, the parties hereto have agreed to amend the Operative Documents
in order to effect such assignment by CapMAC, as Surety Provider, to MBIA and to
substitute MBIA for CapMAC in its role as Surety Provider, and grant certain
consents thereunder, in each case, on the terms and conditions hereinafter set
forth;


        WHEREAS, the parties hereto at even date herewith have agreed pursuant
to the provisions hereof to increase the size of the warehouse facility; and


        WHEREAS, in connection with such increase the parties have agreed to
increase the liquidity facility by amendment of the Liquidity Agreement;


        NOW, THEREFORE, the parties hereto agree as follows:


Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Triple-A One Credit Agreement dated
as of September 4, 1998 (the "Credit Agreement") among Finco, Triple-A One,
CapMAC and CapFin, and the


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Amended and Restated Definitions List dated as of September 4, 1998, attached
thereto (the "Definitions List").


        Section 1. Assignment and Assumption of CapMAC's Rights and Obligations.
Effective as of the date hereof and upon satisfaction of the conditions
precedent set forth in Section 5 below, CapMAC hereby assigns and transfers all
of its rights and obligations as Surety Provider under the Operative Documents
to MBIA, and MBIA hereby accepts such rights and assumes such obligations and
agrees that it will perform in accordance with their terms all of the
obligations which are required to be performed by it thereunder. Each of Onyx,
Finco, Triple-A One, CapFin and the Bank Agent consents to the foregoing
assignment under each of the Operative Documents.


        Section 2. Amendments to Definitions List.


               (a) The following definitions in the Definitions List are hereby
amended to read as follows:


               Liquidity Bond: The financial guaranty insurance policy numbered
               28121(2) issued by MBIA on December 22, 1998 in favor of the Bank
               Agent for the Banks party to the Liquidity Agreement, as
               endorsed, amended, supplemented or otherwise modified from time
               to time.


               Note Bond: The financial guaranty insurance policy numbered
               28121(1) issued by MBIA on December 22, 1998 in favor of Triple-A
               One, as endorsed, amended, supplemented or otherwise modified
               from time to time.


               Surety Provider:  MBIA.


               Triple-A One Commitment: $375,000,000, as such amount may be
               reduced pursuant to Section 2.8 of the Triple-A One Credit
               Agreement or such other amount agreed upon in writing by the
               Seller, Finco, Triple-A One and the Program Manager.


               (b) Clause (b) of the definition of "Eligible Hedge" is hereby
amended to read as follows:


               "(b) provide for the payment by Finco of a fixed rate of interest
               as specified on the confirmation statements relating to such
               Interest Rate Hedge Mechanism(s), such that the weighted average
               Annual Percentage Rate on the Purchased Contracts less the sum of
               (x) a rate of 2% per annum and (y) the fixed rate of interest
               payable by Finco under such Interest Rate Hedge Mechanism(s) is
               greater than 5.5%;"


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               (c) The following defined term shall be added to the Definitions
List:


                   MBIA: MBIA Insurance Corporation.


        Section 3. Amendments to Insurance Agreement.


               (a) The Insurance Agreement is hereby amended to replace each
reference therein to "Capital Markets Assurance Corporation" or "CAPITAL MARKETS
ASSURANCE CORPORATION" with "MBIA Insurance Corporation" and "MBIA INSURANCE
CORPORATION", respectively.


               (b) The Insurance Agreement is hereby amended to replace the
Surety Provider's notice address in Section 7.2 thereof with the following new
address:


                      MBIA Insurance Corporation
                      113 King Street
                      Armonk, New York  10504
                      Attention: Insured Portfolio Management,
                               Structured Finance
                      Telephone: (914) 273-4949
                      Facsimile: (914) 765-3163

        Section 4. Amendments to Credit Agreement. Section 6.6 of the Credit
Agreement is hereby amended by adding the following proviso at the end of such
section:


                      ";provided, however, that Finco may dividend residual
                      interest certificates from its securitization transactions
                      to Onyx Acceptance Corporation"


        Section 5. Conditions Precedent. The effectiveness of this Amendment and
Assignment is subject to the satisfaction, on or prior to the date hereof, of
the following conditions precedent:


               (a) Triple-A One Note. The Third Amended and Restated Triple-A
One Note, dated September 4, 1998, in the amount of $325,000,000 shall have been
returned to Finco for cancellation. Triple-A One shall have received the Fourth
Amended and Restated Triple-A One Note in the amount of $375,000,000 executed by
a duly authorized officer of Finco.


               (b) Surety Bonds. Triple-A One shall have returned the Note Bond
issued by CapMAC to CapMAC for cancellation. The Bank Agent shall have returned
the Liquidity Bond issued by CapMAC to CapMAC for cancellation.


               (c) Policies. MBIA shall have issued the Note Policy to Triple-A
One and the Liquidity Policy to the Bank Agent, each with an insured obligation
of $375,000,000.


               (d) Facility Increase Fee. MBIA shall have received the facility
increase fee pursuant to the Fee Letter Agreement.


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               (e) Resolutions. MBIA shall have received a copy of the
resolutions of the Board of Directors of each of Onyx and Finco authorizing the
execution, delivery and performance of this Amendment and Assignment and the
Fourth Amended and Restated Triple-A One Note, certified by an officer of Onyx
and Finco as of the date hereof, which certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.


               (f) Legal Opinions. MBIA shall have received the following
executed legal opinions:


                      (i) the executed legal opinion of counsel to Onyx and
        Finco with respect to the enforceability of their obligations under the
        Operative Documents, as amended by this Amendment and Assignment and the
        Fourth Amended and Restated Triple-A One Note; and


                      (ii) the executed legal opinion of counsel to Finco to the
        effect that the security interest granted by Finco to the Collateral
        Agent for the benefit of Triple-A One pursuant to the Triple-A One
        Security Agreement continues to be a valid first priority perfected
        security interest.


               (g) Rating Agency Notice. Each of Moody's and S&P shall have
received prior written notice of this Amendment and Assignment and shall have
confirmed the rating of Triple-A One.


               (h) State Street Consent. The Program Manager shall have received
the executed consent of Onyx as the subordinated lender under the Subordinated
Security Agreement to such increase in the Triple-A One Commitment, which
consent shall have been acknowledged and agreed to by State Street Bank and
Trust Company as the pledgee of the Subordinated Note.


        Section 6. Reaffirmation of Security Interest. Finco hereby reaffirms as
of the date hereof the security interest and lien granted in favor of the
Collateral Agent for the benefit of Triple-A One under the Triple-A One Security
Agreement, and agrees and acknowledges that such security interest and lien
shall continue from and after the date hereof, after giving effect to this
Amendment and Assignment. Such reaffirmed security interest and lien remain and
shall continue to remain in full force and effect and are hereby in all respects
ratified and confirmed.


        Section 7. References.


               (a) On and after the effective date of this Amendment and
Assignment, each reference in the Operative Documents to the "Definitions List"
shall mean and be a reference to the Definitions List as amended hereby.


               (b) On and after the effective date of this Amendment and
Assignment, each reference in the Operative Documents to the "Insurance
Agreement" shall mean and be a reference to the Insurance Agreement as amended
hereby.


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               (c) On and after the effective date of this Amendment and
Assignment, each reference in the Operative Documents to the "Triple-A One
Credit Agreement" shall mean and be a reference to the Credit Agreement as
amended hereby.


        Section 8. Full Force and Effect. Except as specifically amended above,
the Definitions List and the other Operative Documents are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.


        Section 9. Counterparts; Governing Law. This Amendment and Assignment
may be executed in any number of counterparts and by any combination of the
parties hereto in separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same instrument. This
Amendment and Assignment shall be governed by and construed in accordance with
the laws of the State of New York.


        Section 10. Effectiveness. This Amendment and Assignment shall become
effective as of the date first written above when counterparts of this Amendment
and Assignment shall have been accepted and agreed to by Onyx, Finco, Triple-A
One, CapFin, CapMAC, MBIA and the Bank Agent, with written notice of this
Amendment and Assignment to each of S&P and Moody's pursuant to Sections 9(e)
and 10.1 of the Credit Agreement.


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Assignment to be duly executed and delivered as of the date first written above.


                                    ONYX ACCEPTANCE CORPORATION





                                    By:_______________________________
                                       Name:
                                       Title:





                                    ONYX ACCEPTANCE FINANCIAL CORPORATION





                                    By:________________________________
                                       Name:
                                       Title:





                                    TRIPLE-A ONE FUNDING CORPORATION


                                    By:  MBIA Insurance Corporation,
                                            its attorney in fact





                                    By:______________________________
                                        Name:   Michael Antonicelli
                                        Title:     Vice President


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                                    CAPMAC FINANCIAL SERVICES, INC.





                                    By:_________________________________
                                       Name:   Michael Antonicelli
                                       Title:     Vice President





                                    CAPITAL MARKETS ASSURANCE CORPORATION





                                    By:_________________________________
                                       Name:   Michael Antonicelli
                                       Title:     Vice President





                                    MBIA INSURANCE CORPORATION





                                    By:_________________________________
                                       Name:   Michael Antonicelli
                                       Title:     Vice President





                                    NATIONAL AUSTRALIA BANK LIMITED,
                                    New York Branch





                                    By:_________________________________
                                       Name:
                                       Title:


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