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 &n
