Exhibit 10.34
Portions of this Exhibit 10.34 have been
omitted based upon a request for confidential treatment. This
Exhibit 10.34, 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.2 TO SECOND AMENDED AND
RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 dated as of
July 8, 2005 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
“ Purchaser ”), HARRIS NESBITT CORP. (as
successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as
agent for Purchaser and as the initial agent (the “
Agent ”) and XL CAPITAL ASSURANCE INC., a New York
stock insurance company (the “ Insurer
”).
R E C I T A
L S
A.
The Seller, the Servicer, the
Purchaser, the Agent and the Insurer are parties to that certain
Second Amended and Restated Receivables Purchase Agreement dated as
of June 15, 2004, as may be amended, amended and restated,
supplemented or otherwise modified from time to time (the “
Agreement ”).
B.
The Seller, the Servicer, the
Purchaser, the Agent and the Insurer 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 “Scheduled
Termination Date” in clause (ii) of the definition of
“ Termination Date ” set forth in Exhibit I
of the Agreement is hereby amended by replacing
“January 31, 2006” with “June 30,
2008.”
2.2
Clause (k) of the definition of
“Eligible Receivable” in Exhibit I of the
Agreement is hereby amended by [ * ].
2.3
The definition of “Special
Obligor” in Exhibit I of the Agreement is hereby amended
by [ * ] as a “Special Obligor”.
2.4
The Agreement shall be amended to
remove all references to the Policy, the Insurer and the Insurance
Agent. The Maximum Insured Commitment of Fairway
