Exhibit 10.31  


AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT  


        THIS AMENDMENT NO. 10 dated as of February 12, 2007 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the "Seller"),
AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "Servicer"), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance
Corporation), a Delaware limited liability company (the "Initial Purchaser" and a "Purchaser"), GRESHAM RECEIVABLES (NO. 8) LIMITED (together
with the Initial Purchaser, each a "Purchaser"), LLOYDS TSB BANK PLC, as agent for Gresham Receivables (No. 8) Limited, and BMO CAPITAL MARKETS
CORP. (formerly known as HARRIS NESBITT CORP.), a Delaware corporation, as agent for Fairway Finance Company, LLC and as the initial agent (the
"Agent"). 


R E C I T A L S 


        A.    The
Seller, the Servicer, the Initial Purchaser and the Agent are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of
June 15, 2004 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Agreement"). 



        B.    The
Seller, the Servicer, the Purchasers and the Agent desire to amend the Agreement as hereinafter set forth. 


        NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


        1.    Certain Defined Terms.    Capitalized terms which are used herein without definition and that are defined in the
Agreement shall have the same meanings herein as in the Agreement. 



        2.    Amendments to Agreement.    The Maximum Uninsured Commitment of (i) Gresham Receivables (No. 8)
Limited hereunder is $50,000,000 and (ii) Fairway Finance Company, LLC is $550,000,000. 


        3.    Representations and Warranties.    Each of the Seller and the Servicer hereby represents and warrants to the
Agent and the Purchaser as follows: 



        (a)    Representations and Warranties.    The representations and warranties of such Person contained in  Exhibit III and
Exhibit VII to the Agreement are true and correct as of the date hereof
(unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date). 


        (b)    Enforceability.    The execution and delivery by such Person of this Amendment, and the performance of its
obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and
the Agreement, as amended hereby, are its valid and legally binding obligations, enforceable in accordance with its terms. 



        (c)    Termination Event.    No Termination Event or Unmatured Termination Event has occurred and is continuing. 




        4.    Effectiveness.    This Amendment shall become effective upon receipt by the Agent of each of the counterparts of
this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto. 


        5.    Effect of Amendment.    Except as expressly amended and modified by this Amendment, all provisions of the
Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to "the Receivables Purchase Agreement,"
"this Agreement," "hereof," "herein" or words of similar effect, in each case 







 



referring
to the Agreement, shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any
provision of the Agreement other than as set forth herein. 



        6.    Counterparts.    This Amendment may be executed in any number of counterparts and by different parties on
separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 


        7.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the internal laws of
the State of Indiana without reference to conflict of laws principles. 



        8.    Section Headings.    The various headings of this Amendment are inserted for convenience only and shall not
affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof. 


2










        IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. 



	 	 	 	 	AFC FUNDING CORPORATION
	

 	

 	

 	
 	

By:	

/s/  JAMES E. MONEY, II      

	 	 	 	 	Name:	James E. Money, II

	 	 	 	 	Title:	VP of Finance & Treasurer

	

 	

 	

 	
 	

AUTOMOTIVE FINANCE CORPORATION
	

 	

 	

 	
 	

By	

/s/  JAMES E. MONEY, II      

	 	 	 	 	Name:	James E. Money, II

	 	 	 	 	Title:	VP of Finance & Assistant Treasurer

	

 	

 	

 	
 	

FAIRWAY FINANCE COMPANY, LLC
	

 	

 	

 	
 	

By:	

/s/  AMY S. KEITH      

	 	 	 	 	Name:	Amy S. Keith

	 	 	 	 	Title:	Vice President

	

 	

 	

 	
 	

BMO CAPITAL MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC and as Agent
	

 	

 	

 	
 	

By:	

/s/  JOHN PAPPANO      

	 	 	 	 	Name:	John Pappano

	 	 	 	 	Title:	Managing Director

	

 	

 	

 	
 	

GRESHAM RECEIVABLES (NO. 8) LIMITED
	

 	

 	

 	
 	

By:	

/s/  MICHAEL ROBINSON      

	 	 	 	 	Name:	Michael Robinson

	 	 	 	 	Title:	Alternate Director

	

 	

 	

 	
 	

LLOYDS TSB BANK PLC, as Purchaser Agent for Gresham Receivables (No. 8) Limited
	

 	

 	

 	
 	

By:	

/s/  JAMES HART      

	 	 	 	 	Name:	James Hart

	 	 	 	 	Title:	Director











	
Consented to:	
 	

 	

 
	

BANK OF MONTREAL	
 	

 	

 
	

By:	

/s/  AMY K. DUMSER      
	
 	

 	

 
	 	Name:	Amy K. Dumser	 	 	 
	 	Title:	Director	 	 	 
	

LLOYDS TSB BANK PLC	
 	

 	

 
	

By:	

/s/  DANIELA CHUN      
	
 	

 	

 
	 	Name:	Daniela Chun	 	 	 
	 	Title:	Assistant Vice President

Structured Finance, USA

C-031	 	 	 
	

By:	

/s/  MICHELLE WHITE      
	
 	

 	

 
	 	Name:	Michelle White	 	 	 
	 	Title:	Assistant Vice President

Structured Finance, USA

W-151