Exhibit 10.7

AMENDMENT NO. 1 TO AMENDED AND RESTATED  PURCHASE AND SALE AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of June 15,
2004, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the "Company") and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation
(the "Originator").

R E C I T A L S

A. The Company and the Originator are parties to that certain Amended and Restated Purchase and Sale Agreement, dated as of May 31, 2002, and as may be
further amended, amended and restated, supplemented or otherwise modified from time to time (the "Agreement").

B.
The Company, the Originator, Fairway Finance Company, LLC, Harris Nesbitt Corp. and XL Capital Assurance Inc. are parties to that certain Second Amended and Restated
Receivables Purchase Agreement, dated as of June 15, 2004 (the "Receivables Purchase Agreement").

C.
The Company and the Originator 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:



2.1    Section 5.11(b)
of the Agreement is hereby amended and restated in its entirety as follows:



2.2    Section 5.20
of the Agreement is hereby amended in its entirety to read as follows:



2.3    Section 6.1(c)
of the Agreement is hereby amended and restated in its entirety as follows:



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2.4    Section 6.1(i) of
the Agreement is hereby amended by removing "paragraph (16)" therein and replacing
it with "paragraph (17)".

2.5    Section 8.1(g)
of the Agreement is hereby amended by removing the amount "$250,000" from the final sentence thereof and replacing it with "$10,000,000."

2.6    Schedule 1.1b
of the Agreement is hereby amended and replaced in its entirety with Schedule 1.1b hereto.

3.Representations and Warranties. The Originator hereby represents and warrants to the Company as follows:



4.Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Company, the Originator,
the Agent and the Insurer of counterparts of this Amendment and the Receivables Purchase Agreement, each duly executed and dated as of the date hereof (or such other date satisfactory to the Agent and
the Insurer), in form and substance satisfactory to the Agent and the Insurer.

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 Purchase and Sale 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.

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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.

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

|                               |  | AFC FUNDING CORPORATION
|------------------------------ |  | -----------------------
|                               |  | By:                    
|                               |  | Name:                  
|                               |  | Title:                 
|AUTOMOTIVE FINANCE CORPORATION |  |                        
|                               |  | By                     
|                               |  | Name:                  
|                               |  | Title:                 

|CONSENTED TO BY:          |  |                       
|------------------------- |  | ----------------------
|XL CAPITAL ASSURANCE INC. |  |                       
|By:                       |  | /s/RICHARD PFALTZGRAFF
|Name:                     |  | Richard Pfaltzgraff   
|Title:                    |  | Managing Director     

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SCHEDULE 1.1b

EXCLUDED RECEIVABLES

"Excluded Receivables" has the meaning provided in the Receivables Purchase Agreement.

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