**EXHIBIT 10.5**

AMENDMENTNO. 7 TO SECOND AMENDED AND RESTATEDRECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 7dated as of July 28, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASEAGREEMENT (this “Amendment”) is enteredinto among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, anIndiana corporation (the “Servicer”),FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), aDelaware 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 BMOCAPITAL MARKETS CORP. (formerly known as HARRIS NESBITT CORP.), a Delawarecorporation, as agent for Fairway Finance Company, LLC and as the initial agent(the “Agent”).

RECITALS

A.            The Seller, the Servicer, theInitial Purchaser and the Agent are parties to that certain Second Amended andRestated Receivables Purchase Agreement dated as of June 15, 2004, as amended,amended and restated, supplemented or otherwise modified from time to time (the“Agreement”).

B.            The Seller, the Servicer, thePurchasers and the Agent desire to amend the Agreement as hereinafter setforth.

NOW THEREFORE, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

1.     Certain Defined Terms.  Capitalized terms which are used hereinwithout definition and that are defined in the Agreement shall have the samemeanings herein as in the Agreement.

2.     Amendments to Agreement.  The Agreement is amended as follows:

2.1           Section 6.5(a)of the Agreement is hereby amended to add “or Related CP Issuer” after “NoteIssuer” in each of the two instances it appears in Section 6.5(a).

2.2           The definition of “CPRate” in Exhibit I to the Agreement is hereby replaced in its entiretywith the following:

“CP Rate” for any Purchaser for any Yield Period for any Portionof Investment means, to the extent such Purchaser funds such Portion ofInvestment for such Yield Period by the issuance of Notes, (a) a rate perannum equal to the sum of (i) the rate (or if more than one rate, theweighted average of the rates) at which Notes of such Purchaser (or its RelatedCP Issuer) having a term equal to such Yield Period and to be issued to fundsuch Portion of Investment may be sold by any placement agent or commercial 

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paper dealer selected by the applicable PurchaserAgent on behalf of such Purchaser (or its Related CP Issuer), as agreed betweeneach such agent or dealer and the applicable Purchaser Agent and notified bythe applicable Purchaser Agent to the Servicer; provided, that if therate (or rates) as agreed between any such agent or dealer and the applicablePurchaser Agent with regard to any Yield Period for such Portion of Investmentis a discount rate (or rates), then such rate shall be the rate (or if morethan one rate, the weighted average of the rates) resulting from converting suchdiscount rate (or rates) to an interest-bearing equivalent rate per annum, plus(ii) the commissions and charges charged by such placement agent or commercialpaper dealer with respect to such Notes, expressed as a percentage of such faceamount and converted to an interest-bearing equivalent rate perannum;or (b) such other rate set forth in the Joinder Agreement pursuant to whichsuch Purchaser becomes a party to the Agreement.  Notwithstanding anything to the contrary inthis definition, to the extent that any Portion of the Investment is funded byissuing Notes denominated in a currency other than United States dollars, thecosts of any currency exchange contracts entered into in connection with suchissuance of Notes shall be included in the rate determined hereunder and theinterest rate (or, if any component of such rate is a discount rate, the rateresulting from converting such discount rate to an interest rate bearingequivalent rate per annum for such component) with respect to such Notes may becalculated with reference to the amounts received and payable by the Purchaser,or Related CP Issuer, under currency exchange contracts entered into inconnection with the issuance of such Notes; provided, however,that any such costs shall only be included in the calculation of “CP Rate” tothe extent that the issuance of such Notes in a currency other than U.S.dollars would result (as reasonably determined by the applicable PurchaserAgent at the time the applicable Purchaser, or its Related CP Issuer, becameobligated under the related currency exchange contracts) in a lower “CP Rate”than would have been obtained through the issuance of such Notes in U.S.dollars.

2.3.          The definition of “Discount”in Exhibit I to the Agreement is hereby amended by adding “(or itsRelated CP Issuer)” following the phrase “the CP Rate of such Purchaser” in theCPR portion of such definition.

2.4           The definition of “LiquidityAgreement” in Exhibit I to the Agreement is hereby amended to delete thesecond sentence thereof.

2.5           The definitions of “NoteIssuer”, “Notes”, “Program Support Provider” and “Revolving Uninsured PurchaseLimit” in Exhibit I to the Agreement are replaced with the followingdefinitions:

“Note Issuer” means Fairway and any other Purchaser which fundsits Investment and other investments by issuing short or medium term promissorynotes either directly or by means of a Related CP Issuer.

“Notes” (a)  in the caseof Fairway, means the short-term promissory notes issued or to be issued byFairway to fund its investments in accounts receivable or other financialassets, (b) in the case of Gresham Receivables (No. 8) Limited, means theshort-term promissory notes issued by its Related CP Issuer to indirectly fund 

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investments of Gresham Receivables (No. 8) Limited,  and (c) in the case of any other Purchaser,has the meaning set forth in the applicable Joinder Agreement.

“Program Support Provider” as to any Note Issuer (and/or RelatedCP Issuers) means and includes any Liquidity Bank and any other or additional Person(other than any customer of a Purchaser (and/or Related CP Issuers)) now orhereafter extending credit or having a commitment to extend credit to or forthe account of, or to make purchases from, a Purchaser (and/or Related CPIssuers) or issuing a letter of credit, surety bond or other instrument tosupport any obligations arising under or in connection with any Note Issuer’s(and/or Related CP Issuer’s) securitization program.

“Revolving Uninsured Purchase Limit” means, at any time, the sumof the Maximum Uninsured Commitments of all Revolving Purchasers at such time;provided, however, that in no event shall the sum of the Revolving InsuredPurchase Limit and the Revolving Uninsured Purchase Limit exceed the amountthat when multiplied by 102% results in a product equal to the aggregatecommitments of all of the Liquidity Banks under all of the LiquidityAgreements.

2.6           The definition of “RelatedCP Issuer” is hereby added to Exhibit I of the Agreement as follows:

“Related CP Issuer” shall mean, with respect to GreshamReceivables (No. 8) Limited, any commercial paper conduit approved by theServicer which advances funds to Gresham Receivables (No. 8) Limited for thepurpose of funding or maintaining its interest in the Investment, together withtheir successors and permitted assigns.

2.7           Notwithstanding (i)the definition of “Revolving Share” or Section 1.2(b) of the Agreementand (ii) the definition of “Revolving Purchase Percentage” and Sections1.4(f) and 1.4(h) of the Agreement, the parties hereto acknowledgeand agree that the Investment of Gresham Receivables (No. 8) Limited shallremain at an amount equal to the lesser of (a) its Maximum Uninsured Commitmentand (b) the Investment of Fairway Finance Company, LLC.  Each Yield Period of the Portion ofInvestment funded by Gresham Receivables (No. 8) Limited shall be one calendarmonth in duration prior to the occurrence of the Termination Date.

2.8           Section 1.8of the Agreement is hereby amended to add the phrase “, any Related CP Issuer”after the phrase “any Liquidity Bank” in the first sentence of such Section1.8.

2.9           Section 3.1of the  Agreement is hereby amended toadd the phrase “, the Related CP Issuers” after the phrase “the Purchasers” inthe first sentence of such Section 3.1.

2.10         Notwithstanding Section6.1 of the  Agreement, each of theparties hereto acknowledges and agrees that the consent of each Purchaser shallbe required for (a) any waiver granted under the Transaction Documents(including, without limitation, any 

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waiver of a Termination Event or under clause (q)of Exhibit IV to the  Agreement),(b) the amendments specified in clause (vii) of the proviso in Section6.1, (c) the addition of any Term Purchaser or increase in the commitmentor investment limit of any Term Purchaser, (d) the appointment of any SuccessorAgent under Section 5.9 of the Agreement and (e) any waiver, amendment or modification of theTransaction Documents (including the Agreement) which relates to or affects Section2.7 of this Amendment.  In addition,the Agent agrees to provide each Purchaser a copy of each amendment or waiverexecuted in connection with the Agreement.

2.11         The definitions of “LimitedPurchaser Termination Date” and “Purchaser Termination Date” in Exhibit Iof the Receivables Purchase Agreement are hereby replaced with the followingdefinitions:

“Limited Purchaser Termination Date” means, with respect to anyPurchaser with respect to which one or more of the Program Support Providersunder such Purchaser’s related Program Support Agreements declines to renewtheir commitments under the Program Support Agreement to which such ProgramSupport Provider is a party, the termination date of the commitment of suchnon-renewing Program Support Provider(s).

“Purchaser Termination Date” means, as to any Purchaser, theearliest of (a) the date that the commitments of 50% or more (by commitmentsize of all of the Program Support Providers of Fairway under all of itsProgram Support Agreements related to this facility) of Fairway’s relatedProgram Support Providers terminate (for the avoidance of doubt the occurrenceof a Purchaser Termination Date under this clause (a) shall constitute aPurchaser Termination Date for all Purchasers), (b) the Termination Date or (c)in the case of any Term Purchaser, the first date on which the aggregateInvestment for all Term Purchasers exceeds 40% of the aggregate Investment.

2.12         The Maximum UninsuredCommitment of (i) Gresham Receivables (No. 8) Limited hereunder is$50,000,000 and (ii) Fairway Finance Company, LLC is $500,000,000.

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

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

(b)           Enforceability.  The execution and delivery by such Person ofthis Amendment, and the performance of its obligations under this Amendment andthe Agreement, as amended hereby, are within its corporate powers and have beenduly authorized by all necessary corporate action on its part.  This Amendment and the 

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Agreement, asamended hereby, are its valid and legally binding obligations, enforceable inaccordance with its terms.

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

4.     Effectiveness.  This Amendment shall become effective August 1, 2006 following receiptby the Agent of each of the counterparts of this Amendment (whether byfacsimile or otherwise) executed by each of the parties hereto.

5.     Effect of Amendment.  Except as expressly amended and modified bythis Amendment, all provisions of the Agreement shall remain in full force andeffect.  After this Amendment becomeseffective, 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 bedeemed to be references to the Agreement as amended by this Amendment.  This Amendment shall not be deemed toexpressly or impliedly waive, amend or supplement any provision of theAgreement other than as set forth herein.

6.     Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties on separate counterparts, and eachcounterpart shall be deemed to be an original, and all such counterparts shalltogether constitute but one and the same instrument.

7.     Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of Indiana withoutreference to conflict of laws principles.

8.     Section Headings.  The various headings of this Amendment areinserted for convenience only and shall not affect the meaning orinterpretation of this Amendment or the Agreement or any provision hereof orthereof.

 

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

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|        |   | AFC FUNDING CORPORATION                                                                       |
|--------|--------|-----------------------------------------------------------------------------------------------|
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By: /s/ James E. Money II                                                                     |
|   |   | Name: James E. Money IITitle: Assistant Treasurer                                             |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | AUTOMOTIVE  FINANCE CORPORATION                                                               |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By: /s/ Jack  R. CohenName: Jack R. CohenTitle: Secretary & VP of Legal & Collections |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | FAIRWAY FINANCE COMPANY, LLC                                                                  |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By: /s/ Philip MartoneName: Philip A. MartoneTitle: Vice President                            |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | BMO CAPITAL  MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC and as  Agent |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By: /s/ John PappanoName: John PappanoTitle: Managing Director                                |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | GRESHAM  RECEIVABLES (NO. 8) LIMITED                                                          |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By: /s/ S.M. HollywoodName: S.M. Hollywood Title: Director                                    |
|   |   |                                                                                          |

 

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|        |   | LLOYDS TSB BANK  PLC, as Purchaser Agent for Gresham Receivables (No. 8) Limited |
|--------|--------|----------------------------------------------------------------------------------|
|   |   |                                                                             |
|   |   |                                                                             |
|   |   | By: /s/ James HartName: James HartTitle: Assistant Director                      |

 

 

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|        |   | Consented to:

BANK OF MONTREAL                                                           |
|--------|--------|-------------------------------------------------------------------------------------------|
|   |   |                                                                                      |
|   |   |                                                                                      |
|   |   | By: /s/ Amy K. DumserName: Amy K. DumserTitle: Director                                   |
|   |   |                                                                                      |
|   |   |                                                                                      |
|   |   | LLOYDS TSB BANK PLC                                                                       |
|   |   |                                                                                      |
|   |   |                                                                                      |
|   |   | By: /s/ Peter HartName: Peter HartTitle: Vice President, Structured Finance               |
|   |   |                                                                                      |
|   |   |                                                                                      |
|   |   | By: /s/ Daniela ChunName: Daniela ChunTitle: Assistant Vice President, Structured Finance |
|   |   |                                                                                      |
|   |   |                                                                                      |

 

 

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