Exhibit 10.6
Portions of this Exhibit 10.6 have been omitted based upon a request for confidential treatment. This Exhibit 10.6, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.


AMENDMENT
NO. 8 TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT


THIS AMENDMENT NO. 8
dated as of September 22, 2006 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 Agreement is amended as follows:


2.1           The definition of “Special
Concentration Percentage” in Exhibit I to the Agreement is hereby replaced in
its entirety with the following:


“Special Concentration
Percentage” means, (i) for [ * ] at any time, [ * ] and (ii) for any other
Special Obligor at any time, [ * ].



 	  
 

  
 






 



2.2           The definition of “Eligible
Receivable” in Exhibit I to the Agreement is hereby amended to: [ * ]


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.



 	  
 

  
 






 



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:

  	
  Controller / Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTOMOTIVE FINANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Money II

  
	
   

  	
  Name:

  	
  James E. Money II

  
	
   

  	
  Title:

  	
  Controller / Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AIRWAY 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/ S.M. Hollywood

  
	
   

  	
  Name:

  	
  S.M. Hollywood

  
	
   

  	
  Title:

  	
  Director

  



 



 	  
 

  
 






 



 


	
  

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Staines

  
	
   

  	
  Name:

  	
  Gary Staines

  
	
   

  	
  Title:

  	
  Assistant Director, Securitization

  



 


 


	
  Consented to:

  BANK OF MONTREAL

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Joseph W. Linder

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Joseph W. Linder

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LLOYDS TSB BANK PLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Daniela Chun

  	
   

  	
   

  	
  /s/ Peter Hart

  
	
   

  	
  Name:

  	
  Daniela Chun

  	
   

  	
  Peter Hart

  
	
  :

  	
  Title 

  	
  Assistant Vice President

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  Structured Finance, USA

  	
   

  	
  Structured Finance

  
	
   

  	
   

  	
  C-031

  	
   

  	
  H002