Exhibit 10.25


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
                           ,
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                   ,
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:


1.             Certain Defined Terms.  Capitalized terms used but not defined
herein have the meanings provided in the Receivables Purchase Agreement.


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


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


 


“(b)         No effective financing statement or
other instrument similar in effect covering any Receivable or any Related Right
is on file in any recording office except such as may be filed in favor of the
Company in accordance with this Agreement or in favor of the Agent for the
benefit of Purchasers in accordance with the Receivables Purchase Agreement.”


 


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


"So long
as the Originator is the Servicer, each Pool Receivable included as an Eligible
Receivable in the calculation of Net Receivables Pool Balance is an Eligible
Receivable as of the date of such calculation. The Service, on behalf of the
Company, may from time to time on the Servicer Report identify specific
Receivables as "Specified Ineligible Receivables."


 

















 


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


“(c)         Receivables Review.  (i) From time to time during regular
business hours, upon reasonable prior notice as requested by the Company, the
Agent or the Insurer, permit the Company, the Agent or the Control Party, or
their registered agents or representatives, (A) to examine and make copies of
and abstracts from all books, records and documents (including, without
limitation, computer tapes and disks) in the possession or under the control of
the Originator relating to Receivables and the Related Rights, including,
without limitation, the related Contracts, and (B) to visit the offices and
properties of the Originator for the purpose of examining such materials
described in clause (A) above, and to discuss matters relating to Receivables
and the Related Rights or the Originator’s performance hereunder or under the
Contracts with any of the officers or employees of the Originator having
knowledge of such matters; and (ii) without limiting the provisions of clause
(i) immediately above, from time to time on request of the Insurer or the
Agent, permit certified public accountants or other auditors acceptable to the
Insurer or the Agent, as applicable, to conduct a review of its books and
records with regards to the Receivables and Related Rights; provided, however, that
the Control Party (or if the Control Party is the Majority Purchasers, the
Agent) shall not be reimbursed for more than two such examinations in any year
(including any examinations conducted pursuant to any other Transaction
Document but excluding any audit conducted pursuant to Section 4.2(a) of the
Receivables Purchase Agreement unless (x) a Level One Trigger has occurred and
is continuing, in which case the Company, the Control Party or the Agent shall
be reimbursed for four such examinations per year in addition to any audits
conducted pursuant to Section 4.2(a) of the Receivables Purchase Agreement or
(y) a Termination Event, Unmatured Termination Event or Control Party Notice
Event has occurred, in which case the Control Party (or if the Control Party is
the Majority Purchasers, the Agent) shall be reimbursed for all such
examinations.  The Control Party agrees
to notify the Agent of any such examinations and agrees that the Agent can be
present at any such examinations.”


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:


(a)           Representations
and Warranties.  The
representations and warranties of the Originator contained in Article V of 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).


 


 


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(b)           Enforceability.  The execution and delivery by the Originator
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)           Purchase
and Sale Termination Event. 
No Purchase and Sale Termination Event has occurred and is continuing.


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.


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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUTOMOTIVE FINANCE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


 


 


 


	
  CONSENTED TO BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  XL CAPITAL
  ASSURANCE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


 


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SCHEDULE 1.1b


 


EXCLUDED RECEIVABLES


“Excluded Receivables” has the meaning
provided in the Receivables Purchase Agreement.