EXHIBIT 10.5


AMENDMENT
NO. 7 TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT


THIS AMENDMENT NO. 7
dated as of July 28, 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 from time to time (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           Section 6.5(a)
of the Agreement is hereby amended to add “or Related CP Issuer” after “Note
Issuer” in each of the two instances it appears in Section 6.5(a).


2.2           The definition of “CP
Rate” in Exhibit I to the Agreement is hereby replaced in its entirety
with the following:


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









 



paper dealer selected by the applicable Purchaser
Agent on behalf of such Purchaser (or its Related CP Issuer), as agreed between
each such agent or dealer and the applicable Purchaser Agent and notified by
the applicable Purchaser Agent to the Servicer; provided, that if the
rate (or rates) as agreed between any such agent or dealer and the applicable
Purchaser Agent with regard to any Yield Period for such Portion of Investment
is a discount rate (or rates), then such rate shall be the rate (or if more
than one rate, the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum, plus
(ii) the commissions and charges charged by such placement agent or commercial
paper dealer with respect to such Notes, expressed as a percentage of such face
amount and converted to an interest-bearing equivalent rate per  annum;
or (b) such other rate set forth in the Joinder Agreement pursuant to which
such Purchaser becomes a party to the Agreement.  Notwithstanding anything to the contrary in
this definition, to the extent that any Portion of the Investment is funded by
issuing Notes denominated in a currency other than United States dollars, the
costs of any currency exchange contracts entered into in connection with such
issuance of Notes shall be included in the rate determined hereunder and the
interest rate (or, if any component of such rate is a discount rate, the rate
resulting from converting such discount rate to an interest rate bearing
equivalent rate per annum for such component) with respect to such Notes may be
calculated with reference to the amounts received and payable by the Purchaser,
or Related CP Issuer, under currency exchange contracts entered into in
connection with the issuance of such Notes; provided, however,
that any such costs shall only be included in the calculation of “CP Rate” to
the extent that the issuance of such Notes in a currency other than U.S.
dollars would result (as reasonably determined by the applicable Purchaser
Agent at the time the applicable Purchaser, or its Related CP Issuer, became
obligated 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 its
Related CP Issuer)” following the phrase “the CP Rate of such Purchaser” in the
CPR portion of such definition.


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


2.5           The definitions of “Note
Issuer”, “Notes”, “Program Support Provider” and “Revolving Uninsured Purchase
Limit” in Exhibit I to the Agreement are replaced with the following
definitions:


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


“Notes” (a)  in the case
of Fairway, means the short-term promissory notes issued or to be issued by
Fairway to fund its investments in accounts receivable or other financial
assets, (b) in the case of Gresham Receivables (No. 8) Limited, means the
short-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 Related
CP 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 or
hereafter extending credit or having a commitment to extend credit to or for
the account of, or to make purchases from, a Purchaser (and/or Related CP
Issuers) or issuing a letter of credit, surety bond or other instrument to
support 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 sum
of the Maximum Uninsured Commitments of all Revolving Purchasers at such time;
provided, however, that in no event shall the sum of the Revolving Insured
Purchase Limit and the Revolving Uninsured Purchase Limit exceed the amount
that when multiplied by 102% results in a product equal to the aggregate
commitments of all of the Liquidity Banks under all of the Liquidity
Agreements.


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


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


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


2.8           Section 1.8
of 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 Section
1.8.


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


2.10         Notwithstanding Section
6.1 of the  Agreement, each of the
parties hereto acknowledges and agrees that the consent of each Purchaser shall
be 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 Section
6.1, (c) the addition of any Term Purchaser or increase in the commitment
or investment limit of any Term Purchaser, (d) the appointment of any Successor
Agent under Section 5.9 of the 
Agreement and (e) any waiver, amendment or modification of the
Transaction Documents (including the Agreement) which relates to or affects Section
2.7 of this Amendment.  In addition,
the Agent agrees to provide each Purchaser a copy of each amendment or waiver
executed in connection with the 
Agreement.


2.11         The definitions of “Limited
Purchaser Termination Date” and “Purchaser Termination Date” in Exhibit I
of the Receivables Purchase Agreement are hereby replaced with the following
definitions:


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


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


2.12         The Maximum Uninsured
Commitment 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 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 



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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 August 1, 2006 following 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.


 



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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: Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AUTOMOTIVE
  FINANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Jack
  R. Cohen

  Name: Jack R. Cohen

  Title: Secretary & VP of Legal & Collections

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FAIRWAY FINANCE COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Philip Martone

  Name: Philip A. Martone

  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/ James Hart

  Name: James Hart

  Title: Assistant Director

  



 


 









 



 


	
  

  	
   

  	
  Consented to:

  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Amy K. Dumser

  Name: Amy K. Dumser

  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LLOYDS TSB BANK PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Peter Hart

  Name: Peter Hart

  Title: Vice President, Structured Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Daniela Chun

  Name: Daniela Chun

  Title: Assistant Vice President, Structured Finance