Exhibit 10.20
AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
(this "Amendment"), dated as of January 18, 2007, 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 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Agreement").
B.
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 Agreement.
2.
Amendments to Agreement.
The Agreement is amended as follows:
2.1Section 1.1(b) and (c) are hereby amended in their entirety to read as
follows:
(b)each Receivable created, originated or acquired by the Originator from the
opening of the Originator's business on the Original Closing Date to and
including the Purchase and Sale Termination Date (other than any Excluded
Receivables identified from time to time on Schedule 1.1(b) and consented to by
the Agent, as such Schedule may be amended, supplemented or modified from time
to time with the consent of the Agent);
(c)all rights to, but not the obligations under, all Related Security (other
than with respect to the Contributed Receivables and other than those rights
assigned by the Originator to First Bank and not reacquired by the Originator in
connection with acquisitions under the First Bank Sale Agreement);
2.2Section 1.2(b) is hereby amended to replace the phrase "created or originated
by the Originator" in each place it appears therein with the phrase "created,
originated or acquired by the Originator".
2.3Section 1.5 is hereby amended in its entirety to read as follows:
It is the express intent of the parties hereto that the transfers of the
Receivables and Related Rights by the Originator to the Company, as contemplated
by this Agreement be, and be treated as, sales and not as secured loans secured
by the Receivables and Related Rights. If, however, notwithstanding the intent
of the parties, such transactions are deemed to be loans, the Originator hereby
grants to the Company a security interest in all of the Originator's right,
title and interest in and to the Receivables and the Related Rights now existing
and hereafter created, arising or acquired, all monies due or to become due and
all amounts received with respect thereto, and all proceeds thereof, to secure
all of the Originator's obligations hereunder.
2.4Section 3.4(d) is hereby amended to replace the phrase "previously generated
by the Originator" with the phrase "previously generated or acquired by the
Originator".
2.5Section 5.11(b) is hereby amended in its entirety to read as follows:
(b)No effective financing