**Exhibit 10.37**

CONFIDENTIAL TREATMENT

Portions of this Exhibit 10.37 have been omittedbased upon a request for confidential treatment. This Exhibit 10.37,including the non-public information, has been filed separately with theSecurities and Exchange Commission. “[*]” designates portions of this documentthat have been redacted pursuant to the request for confidential treatmentfiled with the Securities and Exchange Commission.

AMENDMENTNO. 6 TO SECOND AMENDED AND RESTATEDRECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 6dated as of March 31, 2006 to SECOND AMENDED AND RESTATED RECEIVABLESPURCHASE AGREEMENT (this “Amendment”)is entered into 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 “Purchaser”),and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delawarecorporation, as agent for Purchaser and as the initial agent (the “Agent”).

RECITALS

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

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

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

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

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

2.1           The definition of “Termination Date”in Exhibit I to the Agreement is hereby amended in its entirety to read asfollows:

“Termination Date”means the earliest of (i) the Business Day which the Seller so designatesby notice to the Agent at least 30 days in advance pursuant to Section 1.1(b), (ii) April 30,2009 (the “Scheduled Termination Date”), (iii) the date determinedpursuant to Section 2.2 and (iv) thedate that a Purchaser Termination Day is in effect with respect to allPurchasers.

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2.2           A new definition of “LimitedPurchaser Termination Date” is hereby added to Exhibit I to the Agreementas follows:

“Limited Purchaser Termination Date” means,with respect to any Purchaser with respect to which one or more (but less than 50%by commitment size of all the Program Support Providers of such Purchaser underall of its Program Support Agreements related to this facility) of the ProgramSupport Providers under such Purchaser’s related Program Support Agreementsdeclines to renew their commitments under the Program Support Agreement towhich such Program Support Provider is a party, the termination date of thecommitment of such non-renewing Program Support Provider(s).

2.3           Clauses (e) and (k) of thedefinition of “Eligible Receivable” in Exhibit I are hereby amended intheir entirety to read as follows: [*]

2.4           A new definition of “SpecifiedCurtailment Receivable” is hereby added to Exhibit I to the Agreement asfollows: [*]

2.5           The definition of “Net ReceivablesPool Balance” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Net Receivables Pool Balance” means, at anytime, an amount equal to the result of (a) 100% of the aggregateOutstanding Balances of Eligible Receivables (other than Specified CurtailmentReceivables) then in the Receivables Pool [*] plus (b) [*] of theaggregate Outstanding Balances of all Eligible Receivables constitutingSpecified Curtailment Receivables then in the Receivables Pool [*] minus (c) theamount by which the result obtained in clause (b) above exceeds theproduct of (X) the amount obtained in clause (a) above multiplied by (Y) 8.0%minus (d) the aggregate amount by which the aggregate Outstanding Balanceof the Eligible Receivables (including, for the avoidance of doubt, SpecifiedCurtailment Receivables) of each Obligor then in the Receivables Pool exceedsthe product of (A) the Normal Concentration Percentage for such Obligor(or, in the case of a Special Obligor, the Special Concentration Percentage)multiplied by (B) the aggregate Outstanding Balance of the EligibleReceivables  (including, for theavoidance of doubt, Specified Curtailment Receivables) then in the ReceivablesPool (for the avoidance of doubt, the result obtained from (a) plus (b) minus(c) above).

2.6           The definition of “PurchaserTermination Day” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Purchaser TerminationDay” means, as to any Purchaser, any day on or after (i) suchPurchaser’s Purchaser Termination Date and (ii) the 180th day following the occurrence of a LimitedPurchaser Termination Date for such Purchaser (unless all non-renewing ProgramSupport Providers have

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been replaced or otherwise have no amounts outstandingunder their related Program Support Agreement(s)); provided,that any day that would otherwise be a Purchaser Termination Day shall not beso considered if such day is a Termination Day.

2.7           The definition of “Investment Share”in Exhibit I to the Agreement is hereby amended in its entirety to read asfollows:

“Investment Share”means, with respect to any Purchaser at any time, the percentage equivalent ofa fraction, the numerator of which is the Investment of such Purchaser and thedenominator of which is  the aggregate ofthe Investment of all Purchasers; provided, however, that forpurposes of this definition, if Investment Share is being calculated todetermine the Exiting Purchaser Percentage for a Purchaser whose PurchaserTermination Day has occurred solely as a result of the occurrence of a LimitedPurchaser Termination Date, the Purchaser’s Investment shall include only theamount equal to that portion of the Purchaser’s Investment being funded by thenon-renewing Program Support Providers under the applicable Program SupportAgreements.

2.8           The definition of “Recalculation Date”in Exhibit I to the Agreement is hereby amended in its entirety to read asfollows:

“Recalculation Date”means any of the following: (i) each Purchaser Termination Date and the 180th day following any Limited PurchaserTermination Date, (ii) the day following any Purchaser’s PurchaserTermination Date or Limited Purchaser Termination Date on which its outstandingInvestment (or, in the case of a Limited Purchaser Termination Date, thatportion thereof funded by the non-renewing Program Support Provider(s)) is paidin full, or (iii) if any Termination Day shall have occurred since thelast Recalculation Date, the first Business Day thereafter that is not aTermination Day.

2.9           The definition of “DefaultedReceivable” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Defaulted Receivable”means a Receivable:

(i)            asto which any payment, or part thereof, remains unpaid for more than [*] daysafter the due date for such payment;

(ii)           which,consistent with the Credit and Collection Policy, would be written off theSeller’s books as uncollectible; or

(iii)          whichis converted to a long term payment plan in the form of a note or other similardocument.

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2.10         The definition of “DelinquentReceivable” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Delinquent Receivable”  means a Receivable which is not a DefaultedReceivable (i) as to which any payment, or part thereof, remains unpaidfor more than [*] days after the due date for such payment or (ii) which,consistent with the Credit and Collection Policy, would be classified asdelinquent by the Seller.

2.11         Clause (h) is deleted from thedefinition of “Excluded Receivables” in Exhibit I to the Agreement.

2.12         The definition of “Revolving UninsuredPurchase Limit” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Revolving UninsuredPurchase Limit” means, at any time, the lesser of (A) $600,000,000 and(B) the sum of the Maximum Uninsured Commitments of all RevolvingPurchasers at such time; provided, however, that in no event shall the sum ofthe Revolving Insured Purchase Limit and the Revolving Uninsured Purchase Limitexceed the amount that when multiplied by 102% results in a product equal tothe aggregate commitments of all of the Liquidity Banks under all of theLiquidity Agreements.

2.13         The definition of “PurchaserTermination Date” in Exhibit I to the Agreement is hereby amended in itsentirety to read as follows:

“Purchaser TerminationDate” means, as to any Purchaser, the earliest of (a) the date thatthe commitments of 50% or more (by commitment size of all of the ProgramSupport Providers of such Purchaser under all of its Program Support Agreementsrelated to this facility) of the related Program Support Providers terminate, (b) theTermination Date or (c) in the case of any Term Purchaser, the first dateon which the aggregate Investment for all Term Purchasers exceeds 40% of theaggregate Investment.

2.14         The definition of “Legal Final MaturityDate” in Exhibit I to the Agreement is hereby amended in its entirety toread as follows:

“Legal Final MaturityDate” means the first Settlement Date on or after the date that is twoyears after the Termination Date.

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

(a)           Representations and Warranties. Therepresentations and warranties of such Person contained in Exhibit III and Exhibit VII to the Agreement are trueand correct 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).

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

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

4.     Effectiveness. ThisAmendment shall become effective as of the date hereof upon receipt by theAgent of each of the counterparts of this Amendment (whether by facsimile orotherwise) executed by each of the parties hereto; provided that the provisionsherein regarding Specified Curtailment Receivables (including, withoutlimitation, the addition of an amount with respect thereto in the definition ofNet Receivables Pool Balance) shall only become effective following writtenconfirmation by the Agent that the reporting systems of the Servicer withrespect to the Specified Curtailment Receivables are sufficient.

5.     Effect of Amendment. Exceptas expressly amended and modified by this Amendment, all provisions of theAgreement shall remain in full force and effect. After this Amendment becomeseffective, all references in the Agreement (or in any other TransactionDocument) 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. ThisAmendment shall not be deemed to expressly or impliedly waive, amend orsupplement any provision of the Agreement other than as set forth herein.

6.     Counterparts. ThisAmendment may be executed in any number of counterparts and by differentparties on separate counterparts, and each counterpart shall be deemed to be anoriginal, and all such counterparts shall together constitute but one and thesame instrument.

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

8.     Section Headings. Thevarious headings of this Amendment are inserted for convenience only and shallnot affect the meaning or interpretation of this Amendment or the Agreement orany provision hereof or thereof.

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IN WITNESSWHEREOF, the parties have executed this Amendment as of the date first abovewritten.
|        | AFC FUNDING CORPORATION        |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ Curtis L. Phillips |
|   | Name:                          | Curtis L. Phillips |
|   | Title:                         | Treasurer |
|   |                           |   |
|   |                           |   |
|   | AUTOMOTIVE FINANCE CORPORATION |
|   |                           |
|   |                           |
|   | By                             | /s/ James E. Money II |
|   | Name:                          | James E. Money II |
|   | Title:                         | Controller and Assistant Treasurer |
|   |                           |   |
|   |                           |   |
|   | FAIRWAY FINANCE COMPANY, LLC   |
|   |                           |
|   |                           |
|   | By:                            | /s/ Jill A. Gordon |
|   | Name:                          | Jill A. Gordon |
|   | Title:                         | Vice President |
|   |                           |   |
|   |                           |   |
|   | HARRIS NESBITT CORP.           |
|   |                           |
|   |                           |
|   | By:                            | /s/ David J. Kucera |
|   | Name:                          | David J. Kucera |
|   | Title:                         | Managing Director |

 

Consented to:BANK OF MONTREAL
| By:    | /s/ Stephen Maenhout   |
|--------|------------------------|
|   | Name: Stephen Maenhout |
|   | Title: Vice President  |

 

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