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TABLE OF CONTENTS
Page
EXHIBIT I
DEFINITIONS
I-1
EXHIBIT II
CONDITIONS OF PURCHASES
II-1
EXHIBIT III
REPRESENTATIONS AND WARRANTIES
III-1
EXHIBIT IV
COVENANTS
IV-1
EXHIBIT V
TERMINATION EVENTS
V-1
EXHIBIT VI
PORTFOLIO CERTIFICATE
VI-1
EXHIBIT VII
PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
VII-1
SCHEDULE I
CREDIT AND COLLECTION POLICY
I-1
SCHEDULE II
DEPOSIT BANKS AND DEPOSIT ACCOUNTS
II-1
SCHEDULE III
[RESERVED]
III-1
SCHEDULE IV
ELIGIBLE CONTRACTS
IV-1
SCHEDULE V
TAX MATTERS
V-1
SCHEDULE VI
COMPETITOR FINANCIAL INSTITUTIONS
VI-1
ANNEX A
FORM OF PURCHASE NOTICE
ANNEX B
FORM OF SERVICER REPORT
ANNEX C
FORMS OF JOINDER AGREEMENTS
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THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated
as of December 31, 1996, amended and restated as of May 31, 2002, as of June 15,
2004 and as of April 20, 2007 (as further amended, supplemented or otherwise
modified from time to time, the "Agreement") is entered into among AFC FUNDING
CORPORATION, an Indiana corporation, as seller (the "Seller"), AUTOMOTIVE
FINANCE CORPORATION, an Indiana corporation ("AFC"), as initial servicer (in
such capacity, together with its successors and permitted assigns in such
capacity, the "Servicer"), FAIRWAY FINANCE COMPANY, LLC, a Delaware limited
liability company ("Fairway"), and MONTEREY FUNDING LLC, a Delaware limited
liability company ("Monterey"), as initial purchasers (together with their
successors and permitted assigns and such other entities as may become party
hereto from time to time as purchasers, the "Purchasers"), DEUTSCHE BANK AG, NEW
YORK BRANCH, as Purchaser Agent for Monterey (in such capacity, together with
its successors and assigns and such other financial institutions as may become
party hereto from time to time each as a purchaser agent, a "Purchaser Agent")
and BMO CAPITAL MARKETS CORP., a Delaware corporation ("BMOCM"), as agent for
the Purchasers (in such capacity, together with its successors and assigns in
such capacity, the "Agent") and as Purchaser Agent for Fairway (in such
capacity, together with its successors and assigns and such other financial
institutions as may become party hereto from time to time each as a purchaser
agent, a "Purchaser Agent").
PRELIMINARY STATEMENTS.
Certain terms that are capitalized and used throughout
this Agreement are defined in Exhibit I to this Agreement.
References in the
Exhibits hereto to "the Agreement" refer to this Agreement, as amended, modified
or supplemented from time to time.
Fairway, the Agent (as successor to Harris Nesbitt Corp.), the Seller and the
Servicer are party to that certain Second Amended and Restated Receivables
Purchase Agreement, dated as of June 15, 2004 (the "Prior Agreement"), pursuant
to which the Seller has sold, transferred and assigned an undivided variable
percentage interest in a pool of receivables to the Purchasers thereunder.
The parties hereto wish to amend and restate the Prior Agreement in its entirety
in order to make certain changes set forth herein.
In consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:
ARTICLE I.
AMOUNTS AND TERMS OF THE PURCHASES
Section 1.1.
Purchase Facility.
(a)
On