WFS FINANCIAL INC
EXHIBIT 10.23.1
<DOCUMENT>
<TYPE>EX-10.23.1
<SEQUENCE>14
<FILENAME>a88051exv10w23w1.txt
<DESCRIPTION>EXHIBIT 10.23.1
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.23.1


                                     AMENDED
                       REVOLVING LINE OF CREDIT AGREEMENT

               THIS AMENDED REVOLVING LINE OF CREDIT AGREEMENT (this
"Agreement") is entered into as of the 1st day of June, 2002, by and between WFS
RECEIVABLES CORPORATION, a California corporation (the "Borrower") and WESTERN
FINANCIAL BANK, a federal savings bank (the "Bank"), with reference to the
following:

                                    PREAMBLE

        A. Borrower expects to acquire retail installment sales contracts and
installment loans secured in each instance by an automobile or light duty truck
("Contracts"). Borrower intends to enter into one or more asset-backed
securities transactions utilizing those Contracts and requires a line of credit
to permit it to have sufficient funds to complete the purchase and
securitization of those Contracts.

        B. The Bank is prepared to provide to Borrower a revolving line of
credit on the terms and subject to the conditions set forth herein.

        C. The Bank and the Borrower previously entered into a Revolving Line of
Credit Agreement dated as of the 30th day of November, 2001 (the "Prior
Agreement"). The Bank and the Borrower intend that this Agreement amend, restate
and replace the Prior Agreement.

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

                                      TERMS

1.      CERTAIN DEFINITIONS.

        Unless (i) elsewhere defined herein, each capitalized term used in this
Agreement shall have the following meanings, and (ii) the context otherwise
requires, any of the following capitalized terms may be used in the singular or
the plural, depending on the reference:

        "ADVANCES" shall mean the principal amount of all sums which the Bank
        lends to the Borrower pursuant to this Agreement.

        "AVAILABILITY PERIOD" shall mean the period commencing on the date of
        this Agreement and ending on January 1, 2010; provided however, that the
        ending date may be extended at the election of the Borrower for a
        further period or periods not to exceed sixty (60) months for each
        extension so long as (i) the extension would not be illegal or contrary
        to any governmental law, rule, regulation or order applicable to the
        Bank or the Borrower, (ii) the extension would not result in the
        withdrawal or reduction by any Rating Agency of its rating

<PAGE>

        of any rated debt issued by the Bank or the Borrower or any trust of
        which either is the originator, or (iii) the Bank determines, in its
        sole and absolute discretion, that such extension would not be an unsafe
        or unsound act or practice.

        "BASE RATE" shall mean the average one-month London Interbank Offering
        Rate ("LIBOR") as provided by the Bank on each date as of which interest
        is to be calculated.

        "BUSINESS DAY" shall mean a day when banks are not authorized or
        required to close in the State of California.

        "CODE" shall mean the Uniform Commercial Code in effect from time to
        time in the relevant State or States.

        "COLLATERAL" shall mean any and all assets and properties, if any,
        pledged from time to time by the Borrower to the Bank pursuant to any
        Loan Documents to secure all or a portion of the Obligations.

        "COMMITMENT AMOUNT" shall mean $150,000,000.

        "COSTS" shall mean, collectively, all sums (other than Principal and
        Interest) payable by the Borrower pursuant to this Agreement including,
        without limitation, all sums payable pursuant to Sections 7 and 9.6
        hereof.

        "DRAWDOWN DATE" shall mean the date as of which an Advance is to be made
        by the Bank to Borrower pursuant to a written or oral request of
        Borrower to the Bank.

        "ENCUMBRANCES" shall mean security interests, mortgages, pledges,
        equities, encumbrances, conditional sales or other title retention
        agreements, leases (excluding only operating leases for office equipment
        and real property), rights, restrictions, reservations or charges or
        liens of any nature, collectively.

        "FINAL PREPAYMENT DATE" shall mean the last day of the Availability
        Period, including any extension or extensions thereof.

        "GAAP" shall mean generally accepted accounting principles consistently
        applied.

        "INTEREST" shall mean all interest amounts required to be paid by the
        Borrower pursuant to this Agreement.

        "INTEREST SPREAD" shall mean (i) one and one-eighths percent (1.125%)
        with respect to any Obligations not secured by Collateral acceptable to
        the Bank in its sole discretion, and (ii) five-eighths of one percent
        (0.625%) with respect to any Obligations secured by Collateral
        acceptable to the Bank in its sole discretion.


<PAGE>


        "LOAN" shall mean the aggregate amount of all outstanding Advances and
        accrued but unpaid Interest.

        "LOAN DOCUMENTS" shall mean, collectively, this Agreement, security
        agreements, UCC financing statements, and any other certificates,
        documents or agreements of any type or nature heretofore or hereafter
        executed and/or delivered by or on behalf of the Borrower to the Bank in
        furtherance of this Agreement or evidencing and/or securing any of the
        Obligations.

        "MODIFICATIONS" shall mean amendments, alterations, supplements,
        replacements, modifications or terminations, collectively.

        "MODIFY" shall mean amend, alter, supplement, replace, modify or
        terminate, collectively.

        "OBLIGATIONS" shall mean, collectively, the Principal, together with
        accrued Interest and Costs.

        "PERSON" shall mean an individual or a corporation, association, limited
        liability company, joint venture, partnership, trust or other private or
        governmental entity.

        "PRINCIPAL" shall mean the aggregate of the Advances that are advanced
        to or for the account of the Borrower and that remains unpaid.

        "RATE OF INTEREST" shall mean with respect to each Obligation, the Base
        Rate plus the then applicable Interest Spread with respect to the
        Obligation in question.

        "RATING AGENCY" shall mean a nationally recognized statistical rating
        organization as that term is used in paragraphs (c)(2)(vi)(E), (F) and
        (H) of Rule 15c3-1 as promulgated by the Securities and Exchange
        Commission pursuant to the Securities Exchange Act of 1934, as amended.

        "STATE" shall mean any state of the United States.

        "UNITED STATES" and "U.S." shall mean the United States of America and
        its territories and possessions.

2.      THE LOAN.

        2.1 COMMITMENT. Subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow during the Availability Period, in
the form of Advances, amounts constituting the Commitment Amount.

        2.2 NOTICE AND MAKING OF ADVANCES. Whenever the Borrower desires to draw
down

<PAGE>

an Advance, the Borrower shall advise the Bank, orally or in writing, of the
amount it seeks as an Advance. Absent exigent circumstances, Borrower shall give
the Bank at least 24 hours advance notice of the anticipated funding date for an
Advance. Notwithstanding the foregoing, the Borrower hereby irrevocably
authorizes the Bank, on behalf of the Borrower, to retain from time to time any
Advance or portion thereof to be used to pay any outstanding Interest 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.

        2.3 CURRENCY OF ADVANCES. Each Advance shall be made in United States
dollars.

        2.4 COMPUTATION AND PAYMENT OF INTEREST.

               2.4.1 ACCRUAL OF INTEREST. Interest shall accrue and be
        calculated on a monthly basis on (i) each Advance commencing on the
        applicable Drawdown Date and (ii) all Costs not paid on or before the
        applicable due date, commencing on the next day following the applicable
        due date; in each case until repaid in full at the applicable Rate of
        Interest, provided however that interest for any period less than a
        calendar month shall be calculated on the number of calendar days
        actually elapsed on the basis of a year of 365 days. Interest shall be
        calculated on all Obligations based upon the average amount of such
        Obligations outstanding during the month in question at the Rate of
        Interest. Interest shall be paid as stipulated in this Section 2.4, and
        each change in the Rate of Interest resulting from a change in the Base
        Rate or the Interest Spread shall be effective from the date of the
        respective change in either such rate.

               2.4.2 PAYMENTS OF INTEREST. Subject to Sections 2.4.3 and
        2.5.2.5, Interest shall be due and payable (i) on the tenth calendar day
        of each month (or if such day is not a Business Day, on the next
        Business Day thereafter) for the preceding month, and (ii) at maturity
        (by acceleration or otherwise). In the event that the Borrower fails to
        pay Interest when due, the Bank may, in its sole discretion, advance
        such amount for the Borrower's account, which amount shall be deemed an
        Advance hereunder.

               2.4.3 DEFERRAL OF PAYMENTS OF INTEREST. Borrower shall not be
        required at any time to make any payment of Interest other than from
        funds released to Borrower from any spread account, or similar account
        however denominated, established in connection with an asset-backed
        securities transaction utilizing Contracts transferred by Borrower,
        directly or indirectly, into the securitization trust of that
        asset-backed securities transaction or from the net proceeds of the
        voluntary sale of assets of Borrower other than to a securitization
        trust. Payments of Interest which accrue and are not paid by reason of
        this Section 2.4.3 shall not bear interest.

        2.5    REPAYMENT OF THE LOAN.

               2.5.1 FINAL REPAYMENT DATE. Subject to the payment provisions set
        forth in

<PAGE>

        Section 2.5.2 hereof, all outstanding Advances, including all accrued
        and unpaid Interest, shall be due and payable without notice, and the
        Borrower shall pay all such amounts to the Bank on or before the Final
        Repayment Date.

                2.5.2 MANDATORY PREPAYMENTS.

                        2.5.2.1 LOAN EXCEEDS THE COMMITMENT. In the event the
                aggregate outstanding amount of the Loan at any time exceeds the
                Commitment, the Loan shall be immediately due and payable
                without notice to the extent of such excess (together with
                accrued Interest thereon), and the Borrower shall immediately
                pay such excess amount to the Bank.

                        2.5.2.2 AUTOMATIC PREPAYMENT OF ALL OBLIGATIONS. All
                Obligations shall be due and payable without notice or demand,
                and the Borrower shall pay all such Obligations to the Bank upon
                the earliest to occur of any Event of Default specified in
                Sections 6.5 or 6.6 hereof.

                        2.5.2.3 UPON DEMAND. At the election of the Bank, upon
                demand, all outstanding Obligations shall be due and payable
                upon the occurrence of an Event of Default (other than any Event
                of Default described in Sections 6.5 or 6.6, for which no notice
                is necessary), and the Borrower shall pay all such Obligations
                to the Bank.

                        2.5.2.4 DEFERRAL OF PAYMENTS OF PRINCIPAL. Any other
                provision of this Agreement notwithstanding, Borrower shall not
                be required at any time to make any payment of Principal other
                than from funds released to Borrower from any spread account, or
                similar account however denominated, established in connection
                with an asset-backed securities transaction utilizing Contracts
                transferred by Borrower, directly or indirectly, into the
                securitization trust of that asset-backed securities transaction
                or from the net proceeds of the voluntary sale of assets of
                Borrower other than to a securitization trust. Payments of
                Principal which accrue and are not paid by reason of this
                Section 2.5.2.4 shall continue to bear interest at the Interest
                Rate, until paid.

                        2.5.2.5 ABSOLUTE PAYMENT RESTRICTIONS. The Bank
                acknowledges that Borrower is expressly limited by Article 5,
                section c, of its articles of incorporation and has no corporate
                authority to agree to or to incur any debt of any kind which is
                not rated by each Rating Agency which has rated any outstanding
                debt of Borrower or of any trust of which Borrower is an
                originator, unless: (a) that debt is fully subordinated to and
                by its terms may be repaid only after any amounts then due and
                payable by Borrower or any such trust have been paid; (b) that
                debt is nonrecourse against any assets of the Borrower other
                than those assets specifically pledged to secure that debt; and
                (c) that debt does not constitute a claim against the Borrower
                in the event the assets specifically pledged to secure that debt
                are insufficient to pay

<PAGE>

                that debt. The Bank hereby acknowledges and agrees that any
                other provisions of this Agreement notwithstanding, this
                Agreement is subject to and the right of the Bank to receive
                payment of Principal, Interest or Costs is limited by the
                provisions of Article 5, section c, of the articles of
                incorporation of Borrower.

                2.5.3 OPTIONAL PREPAYMENTS. The Borrower may prepay any
        outstanding Principal, either in whole or in part. All such prepayments
        shall be accompanied by the payment of any accrued Interest on the
        amount of the outstanding Principal prepaid.

        2.6 TIME AND PLACE OF PAYMENTS. The Borrower shall make each payment
hereunder at the office of the Bank set forth in, or designated by the Bank
pursuant to, Section 8 hereof, on the day when due, in freely transferable
Dollars representing "same day" funds. Whenever any payment to be made hereunder
or under any instrument delivered hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day; and such extension of time shall in each such case be excluded in
the computation and payment of Interest.

        2.7 APPLICATION OF PAYMENTS. Subject to Section 7.4 hereof, all payments
made hereunder in respect of any of the Obligations (whether optional or
mandatory) shall be credited first to Costs to the extent that Costs have not
previously been paid, then to Interest to the extent that Interest is accrued
and unpaid, and then to outstanding Principal.

        2.8 NO OFFSET BY THE BORROWER; NET PAYMENTS. All payments by the
Borrower under this Agreement shall be made without setoff or counterclaim and
in such amounts as may be necessary in order that all such payments (after
deduction or withholding for or on account of any present or future taxes of any
kind, imposts, levies, assessments, duties, fees, deductions or other charges,
restrictions, conditions of whatever nature now or hereafter imposed, levied,
collected or asserted to be due or payable) shall not be less than the amounts
otherwise specified to be paid under this Agreement.

3.      REPRESENTATIONS AND WARRANTIES.

        3.1 The Borrower hereby represents and warrants to the Bank, as of the
date hereof and as of each Drawdown Date (except to the extent that any such
representation or warranty expressly relates to an earlier date), that:

               3.1.1 GOOD STANDING AND CORPORATE POWER. The Borrower is a
        corporation duly organized, validly existing and in good standing under
        the laws of the state of California, and is qualified to transact
        business as a foreign corporation in good standing in each other
        jurisdiction where the failure to be so qualified would have a material
        adverse effect on it, its assets or properties, or the conduct of its
        business. The Borrower has the right, power and authority to own its
        properties and assets and to transact the business in which it is
        engaged and proposes to engage.


<PAGE>


               3.1.2 BINDING AGREEMENT. This Agreement and the other Loan
        Documents (to the extent such other Loan Documents are intended to be of
        a contractual nature), when executed and delivered, will constitute the
        valid and legally binding obligations of the Borrower and are
        enforceable in accordance with their respective terms.

               3.1.3 DUE AUTHORIZATION; NO CONFLICTS OR VIOLATIONS. The
        execution, delivery and performance of this Agreement and the other Loan
        Documents by the Borrower, the borrowings hereunder, and any grant of
        security interests under any Loan Documents, (i) have been duly
        authorized by all requisite corporate action of the Borrower and will
        not violate any provision of any law, any order of any court or other
        agency of the United States, any State or any foreign country, state or
        province having jurisdiction, and (ii) will not violate any provision of
        the articles of incorporation, or by-laws of the Borrower, or any
        provision of any material agreement or instrument to which the Borrower
        is a party or by which the Borrower or any of its properties or assets
        may be bound, or be in conflict with, result in a breach of or
        constitute a default under, any such agreement or other instrument, or
        result in the creation or imposition of any Encumbrance (other than
        Encumbrances approved by the Bank in its sole discretion) of any nature
        whatsoever upon the Collateral.

               3.1.4 AUTHORIZATIONS. All authorizations, approvals,
        registrations or filings from or with (i) any governmental or public
        regulatory body or authority of the United States, any State or of any
        foreign country, state, province or other jurisdiction, or (ii) any
        other Person, required for the execution, delivery or performance by the
        Borrower of the Loan Documents to which the Borrower is a party, have
        been obtained or made and are in full force and effect.

        3.2 NO MISREPRESENTATIONS. No representation or warranty of the Borrower
made in any Loan Documents, and none of such documents themselves contain, or
will contain, a misstatement by or on behalf of the Borrower of a material fact
or omits, or will omit to state a material fact required to be stated herein or
therein in order to make the statements contained herein or therein, in light of
the circumstances under which they were made, not misleading in any respect.

        3.3 MAKING OF AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of the Borrower made in the Loan Documents shall
survive the execution and delivery of this Agreement and the making of any
Advance.

4.      CONDITIONS PRECEDENT TO ADVANCES.

        The obligation of the Bank to make any Advance is subject to the
Borrower's full compliance with each of the following conditions precedent to
the satisfaction of the Bank in its sole and absolute discretion, unless
otherwise waived in writing by the Bank in its sole and absolute discretion:

        4.1 COMPLIANCE. At the time of the making of the requested Advance (i)
the Borrower shall have complied and then be in compliance with all terms,
covenants and conditions of this Agreement; (ii) there shall exist no Event of
Default, and no such event will result from such


                                       2
<PAGE>

requested Advance, and (iii) each of the material representations and warranties
made by the Borrower in any of the Loan Documents shall be true and correct on
and as of such date with the effect as though such representations and
warranties had been made on and as of such date.

        4.2 NOTICE OF ADVANCE. The Borrower shall have timely delivered to the
Bank, in accordance with Section 2.2 hereof, notice of its request to obtain an
Advance.

        4.3 PAYMENT OF CERTAIN OBLIGATIONS. The Borrower shall, subject to the
deferral of the payment of Interest and Costs permitted by Section 2.4.3 and
2.5.2.5, respectively, have paid to the Bank all Interest and Costs payable to
and/or incurred by the Bank through the Drawdown Date.

        4.4 ADDITIONAL DOCUMENTS. The Bank shall have received such additional
documents, agreements and certificates as the Bank may request in its sole and
absolute discretion.

        4.5 PROPOSED USE. The Bank shall have determined in its sole and
absolute discretion that the requested Advance will not be used by the Borrower
for any purpose not permitted by Section 5.1 hereof.

5.      ADDITIONAL COVENANTS.

        The Borrower hereby covenants to and agrees with the Bank that, until
payment in full of all of the Obligations and until such time as the Bank is no
longer obligated to lend any funds under this Agreement, the Borrower will
(unless otherwise waived in writing by the Bank):

        5.1 PERMITTED USE OF PROCEEDS. Use the proceeds of the Advances to only
finance the Borrower's general working capital needs (including, without
limitation, the payment of Interest and Costs owing from time to time hereunder,
the purchasing of Contracts, the making of initial spread account deposits and
any other use consistent with the uses described in Preamble A to this Agreement
or necessary or incidental thereto).

        5.2 EXISTENCE. Do or cause to be done all things necessary to comply
with all laws and regulations applicable to the Borrower, and to preserve, renew
and keep in full force and effect (i) the corporate existence of the Borrower in
its place of incorporation and in all other jurisdictions where the Borrower
conducts business, and (ii) all rights, licenses, permits and franchises of the
Borrower.

        5.3 PERFORMANCE COVENANTS.

               5.3.1 Duly and timely comply with all the terms, conditions,
        covenants and warranties set forth in the Loan Documents, all at the
        times and places and in the manner set forth herein and therein, and
        diligently protect the rights of the Bank under such agreements where
        the failure to protect such rights would have a material adverse effect
        on the Bank's interests therein;

<PAGE>

               5.3.2 At all times maintain or cause to be maintained in favor of
        the Bank the security interests provided for under or pursuant to the
        Loan Documents as valid security interests in the Collateral subject
        only to such Encumbrances as may be consented to by the Bank in its sole
        discretion; and

               5.3.3 Diligently and timely defend the Collateral and the Bank's
        rights therein against any and all Encumbrances (other than such
        Encumbrances).

        5.4 NOTICE OF CERTAIN EVENTS. Promptly give notice in writing to the
Bank of (i) the occurrence of any Event of Default; or (ii) any action or event
of which any Borrower has knowledge which might materially and adversely affect
the condition (whether financial or otherwise) of the Borrower and/or the
performance by the Borrower of any of its obligations under any Loan Document or
the security interests granted under any Loan Document.

        5.5 FURTHER ASSURANCES. At the Borrower's sole cost and expense, duly
execute and deliver, or cause to be duly executed and delivered to the Bank such
further agreements, documents, instruments and information and do or cause to be
done such further acts as may be necessary or proper to evidence and/or perfect
the security interests of the Bank in the Collateral or to otherwise carry out
more effectively the provisions and purposes of the Loan Documents as the Bank
may from time to time request.

        5.6 COMPLIANCE WITH LAWS. At all times comply with the requirements of
all applicable laws, rules, regulations and orders of all governmental
authorities of the United States, the States, foreign countries, states,
provinces thereof and their respective counties, municipalities and other
subdivisions and of any other jurisdictions (whether domestic or foreign)
applicable to the Borrower.

        5.7 DISCHARGE OF LIABILITIES. That all costs, expenses, obligations and
liabilities of the Borrower shall be discharged as and when they fall due except
any such items being diligently contested in good faith for which appropriate
reserves and provisions as required by GAAP have been made, so long as by reason
of such non-payment and contest no material item or portion of the assets of the
Borrower is in jeopardy of being seized, levied upon or forfeited.

6.      EVENTS OF DEFAULT.

        An "Event of Default" shall mean the occurrence of any of the following
events:

        6.1 A default in the payment when due and in the manner prescribed
herein of any installment of Principal or Interest and such default shall not be
cured within seven (7) Business Days after the Bank has given written notice to
the Borrower of such default.

        6.2 The failure, refusal or neglect of the Borrower to observe or
perform for any reason any of the material covenants, conditions, agreements or
provisions contained in any Loan Document (other than the payment of any
Obligation of which the failure to pay constitutes an Event of Default described
in Section 6.1 hereof) or to execute and deliver any documents, agreements or
instruments

<PAGE>

requested by the Bank hereunder or thereunder, and such failure, refusal or
neglect shall not be cured within forty-five (45) days after the Bank has given
written notice to the Borrower of such failure, refusal or neglect.

        6.3 Any material representation or warranty made by the Borrower in any
Loan Document shall prove to have been false or misleading in any material
respect.

        6.4 The Bank shall cease to have valid security interests (subject only
to Encumbrances consented to in writing by the Bank) at any time for any reason
in the Collateral or any portion thereof (other than due to a release by the
Bank of any such security interests).

        6.5 The Borrower shall be dissolved or shall sustain the loss,
cancellation or forfeiture of its legal status or good standing by reason of any
judicial, extra-judicial or administrative proceedings or otherwise, or shall
(i) apply for or consent to the appointment of a receiver, trustee or liquidator
of the Borrower or of all or a substantial part of the Borrower's assets; (ii)
be unable to, or admit in writing its inability to, pay its debts as they
mature; (iii) make a general assignment for the benefit of creditors; (iv) be
adjudicated a bankrupt or insolvent; (v) file a voluntary petition in bankruptcy
or a petition or an answer seeking reorganization or an arrangement for the
benefit of creditors or take advantage of any insolvency law in its capacity as
a debtor; (vi) interpose an answer admitting the material allegations of the
petition filed against the Borrower in any bankruptcy, reorganization or
insolvency proceedings; (vii) take any action which would have the effect of
dissolving the Borrower; or (viii) take any action for the purpose of effecting
any of the foregoing.

        6.6 Any (i) involuntary petition is filed against the Borrower seeking
to subject it to any bankruptcy, insolvency or similar laws and such petition
shall remain unstayed or not be withdrawn for a period of forty-five (45) days;
or (ii) order, judgment or decree shall be entered against the Borrower by any
court of competent jurisdiction approving a petition seeking its reorganization
or appointment of a receiver, trustee or liquidator of the Borrower or of all or
a substantial part of its assets and such order, judgment or decree shall
continue and stay in effect for a period of forty-five (45) days.

7.      REMEDIES; APPLICATION OF PROCEEDS.

        7.1 Subject in each instance to Section 2.5.2.5, the Bank may, upon the
occurrence of an Event of Default, exercise any one or more of the following
rights and remedies:

               7.1.1 If the Commitment or any portion thereof has not yet been
        advanced, declare the obligations of the Bank to honor the Commitment
        immediately terminated, whereupon the obligation of the Bank to make
        Advances shall terminate immediately;

               7.1.2 Declare all Obligations to be forthwith due and payable,
        whereupon all such Obligations shall be accelerated and shall become
        immediately due and payable without presentation, demand or notice of
        any kind to the Borrower (all of which are hereby waived by the
        Borrower), except that if an Event of Default specified in Sections 6.5
        or 6.6 shall

<PAGE>

        occur such acceleration shall be automatic and no declaration or other
        act of the Bank shall be necessary to effect such acceleration;

               7.1.3 Proceed to protect and enforce the rights of the Bank to
        payment of the Obligations and its rights to proceed against the
        Collateral (including, without limitation, exercise in respect of the
        Collateral all rights and remedies of a secured party under the Code)
        and exercise its remedies whether by suit in equity or by action at law,
        or both, whether for the specific performance of any covenant, agreement
        or other provision of any of the Loan Documents or any other legal or
        equitable right or remedy of the Bank;

               7.1.4 The Bank may exercise all other rights and remedies
        available at law or in equity (or both) pursuant to any applicable law,
        statute, rule or regulation, including, without limitation, the right to
        statutorily foreclose on the Collateral.

        7.2 POWER OF ATTORNEY. The Borrower does hereby irrevocably make,
constitute, and appoint the Bank and its officers and designees as its true and
lawful attorney-in-fact, with full power in the name of the Bank and/or the
Borrower, to take the following actions upon the occurrence of an Event of
Default: to do any and all acts necessary or proper to carry out the intent of
the Loan Documents (including, without limitation, execute such further
mortgages, pledges and assignments of the Collateral as the Bank may require for
the purpose of protecting, maintaining, or enforcing the security interests
granted to the Bank by the Loan Documents); enforce all of the Borrower's rights
under all agreements with respect to the Collateral, and the Borrower hereby
ratifies and confirms all that the Bank as such attorney-in-fact or its
substitutes shall properly do by virtue of this power of attorney. Such powers
of attorney are coupled with an interest and are therefore irrevocable.

        7.3 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy conferred upon
the Bank in any of the Loan Documents or otherwise available at law or in equity
(or both) shall be exclusive of any other right or remedy contained herein or
therein or otherwise made available. All such rights and remedies are cumulative
and are not exclusive of any right or remedy which the Bank may otherwise have.

        7.4 APPLICATION OF PROCEEDS AFTER EVENT OF DEFAULT. After the occurrence
of an Event of Default, all Collateral in the form of cash, all income on the
Collateral and all proceeds from any sale or other disposition of the Collateral
pursuant hereto shall be applied against the Obligations in such order as the
Bank shall in its sole discretion determine. Any amounts remaining after such
applications shall be remitted to the Borrower or as a court of competent
jurisdiction may otherwise direct.

        7.5 LIMITATIONS OF REMEDIES. Any other provision of this Section 7
notwithstanding, the Bank acknowledges and agrees that all Advances and all
remedies as to such Advances are (i) fully subordinated to and may only be paid
by Borrower after all obligations then due with respect to any rated debt of
Borrower or of any securities issued by Borrower or of any trust of which
Borrower in the originator, in whole or in part, (ii) without recourse by the
Bank against any assets of Borrower, now owned or hereafter acquired, other than
such assets specifically pledged by

<PAGE>

Borrower and (iii) that such Advances and all remedies provided for in this
Section 7 shall not constitute a claim against Borrower to the extent the
assets, if any, specifically pledged by Borrower are insufficient to fully pay
such Advances.

        7.6 NON-PETITION. The Bank shall not, nor cause Borrower to, petition or
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Borrower under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Borrower or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Borrower.

8.      NOTICES.

        All notices, requests, demands and other communications required or
permitted to be given hereunder shall, except as otherwise permitted, be in
writing and shall be deemed to have been duly given if telecopied or if
delivered by messenger or courier delivery, or sent by first class mail, postage
prepaid, certified or registered, return receipt requested, as set forth below
or at such other address as may be furnished in writing:

                      If to the Borrower:

                      WFS Receivables Corporation
                      6655 West Sahara Avenue
                      Las Vegas, Nevada 89102
                      Attention: John Coluccio
                      Fax No.: 702-247-4602

                      With copies to:

                      Guy DuBose, Esq. and Mark Olson
                      23 Pasteur
                      Irvine California 92618
                      Fax No.: 949-753-3085

                      If to the Bank:

                      Western Financial Bank
                      15750 Alton Parkway
                      Irvine, California 92618
                      Attention: Mark Olson
                      Fax No.: 949-727-2309

Any notice given by messenger or courier delivery as provided in this Section 8
shall be deemed given when delivered if during normal business hours on a
Business Day (or if not, the next Business

<PAGE>

Day after delivery); any notice given by telecopier as provided herein shall be
deemed given when sent if during normal business hours on a Business Day (or, if
not, the next Business Day after it is sent), provided that at the time such
telecopy is sent, the sending party receives written confirmation of receipt and
forwards a copy of the notice by mail, messenger or courier delivery as provided
herein; any notice given by first class mail, postage prepaid, certified or
registered, return receipt requested shall be deemed given two (2) Business Days
after the date of mailing. Any party may by notice to the other change the
address at which notices and demands may be given to it.

9.      MISCELLANEOUS.

        9.1 NO WAIVER. No failure or delay on the part of the Bank in notifying
the Borrower of an Event of Default, or in exercising, or partial exercise of,
any right, power or privilege hereunder shall operate as a waiver of any Event
of Default, or privilege or right hereunder or otherwise or preclude any other
or further exercise of any other right power or privilege.

        9.2 GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
subject to, construed and governed by, the laws of the State of California
without giving effect to such state's conflicts of law provisions. This
Agreement may not be assigned, pledged, hypothecated or otherwise encumbered by
the Borrower. Subject to the foregoing sentence, this Agreement shall inure to
the benefit of the Bank (and its successors and assigns) and the Borrower, and
shall be binding upon the successors and assigns of the parties hereto.

        9.3 HEADINGS. Section headings are included for the sake of convenience
only and shall not affect the interpretation of any provision of this Agreement.

        9.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original Agreement, but all of
which together shall constitute one and the same instrument.

        9.5 ENTIRE AGREEMENT. The Loan Documents set forth the entire agreement
and understanding of the parties concerning the subject matter of this Agreement
and supersede all prior agreements, arrangements, and understandings regarding
such subject matter between the parties hereto, which agreements, arrangements
and understandings are merged herein.

        9.6 COSTS. Whether or not the transactions hereby contemplated shall be
consummated, the Borrower agrees to pay all out-of-pocket costs and expenses
incurred by the Bank in connection with the transactions hereby contemplated
(including, without limitation, the performance of any due diligence by the
Bank) and the preparation, negotiation, execution, delivery, waiver,
Modification and administration of this Agreement, the other Loan Documents and
any other documentation contemplated hereby or thereby, the making of the
Advances and/or the enforcement or protection of the rights of the Bank in
connection therewith, including but not limited to, the Bank's legal fees and
costs. Such payments shall be made within five (5) Business Days of receipt of a
written demand by the Bank.

<PAGE>

        9.7 SEVERABILITY. Any provision of this Agreement or any other Loan
Document which is invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without invalidating the remaining provisions
hereof or thereof, and any such invalidity, illegality or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

        9.8 AMENDMENTS. No Modification or waiver of any provision of this
Agreement or any of the other Loan Documents, and no consent to any departure by
the Borrower herefrom or therefrom (including, without limitation, any
Modification to or deviation from any form of Loan Document required to be
delivered hereunder by the Borrower), shall in any event be effective unless the
same shall be in writing and signed by the Bank and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.

        9.9 MAXIMUM RATE. No provision of this Agreement shall be deemed to
establish or require the payment of interest at a rate in excess of the maximum
rate permitted by applicable law. In the event that the interest required to be
paid under this Agreement exceeds the maximum rate permitted by applicable law,
the interest required to be paid hereunder shall be automatically reduced to the
maximum rate permitted by applicable law. In the event any interest paid exceeds
the then applicable legal rate, the excess of such interest over the maximum
amount of interest permitted to be charged shall automatically be deemed to be
applied to reduce accrued and unpaid Costs, if any; then to reduce accrued and
unpaid interest, if any; and then to reduce Principal; the balance of any excess
Interest remaining after application of the foregoing, if any, shall be refunded
to the Borrower.

        9.10 Upon execution and deliver of this Agreement by the parties, this
Agreement shall be deemed to amend, restate and replace the Prior Agreement. All
outstanding obligations or rights of either party which arose pursuant to the
terms of the Prior Agreement shall be treated in all respects as though it arose
under this Agreement, as though this Agreement was in effect as of the date that
obligation or right arose.

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first set forth above.

                                            WFS RECEIVABLES CORPORATION

      Intercompany Agreement                By: /s/ SIGNATURE ILLEGIBLE
         Approval of Form                       --------------------------------
                                            Its:
Acctg /s/ SIGNATURE  Date 6/10/02                -------------------------------
      -------------       -------
                                            WESTERN FINANCIAL BANK
Legal /s/ MKM        Date 6/10/02
      -------------       -------           By: /s/ THOMAS A. WOLFE
                                                --------------------------------
                                            Its: President
                                                 -------------------------------


</TEXT>
</DOCUMENT>
