Exhibit 10
[AFC Funding Corporation]
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment"), dated as of August 15, 1997, is among AFC Funding Corporation, an
Indiana corporation ("Seller"), Automotive Finance Corporation, an Indiana
corporation ("AFC"), POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, a Delaware
Corporation ("Purchaser"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC., a Delaware
Corporation, as Agent for Purchaser (in such capacity, "Agent").
RECITALS
1. Seller, AFC, Purchaser and Agent are parties to the Receivables
Purchase Agreement, dated as of December 31, 1996, as amended (the "Agreement"),
pursuant to which Purchaser has agreed to purchase undivided percentage
ownership interests with regard to the Participation (such term, and the other
capitalized terms used in this Amendment without definition, having the meanings
assigned to such terms in the Agreement) from Seller from time to time.
2. Seller has requested Purchaser and Agent to amend specified terms of
the Agreement to increase the maximum Purchase Limit, and Purchaser and Agent,
on the basis of their independent credit review and other such factors as they
consider appropriate, are willing to amend such terms.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Amendment to the Agreement.
--------------------------
1.1 The definition of "Purchase Limit" in Exhibit I to the Agreement is
hereby amended by substituting "$225,000,000" for "$100,000,000" where the
latter appears in that definition.
SECTION 2. Conditions to Effectiveness.
---------------------------
2.1 This Amendment shall become effective on the date hereof, provided
that (i) each of the parties hereto (or, in the case of Purchaser, Agent on its
behalf) shall have received counterparts of this Amendment executed by each of
the other parties hereto (including facsimile signature pages), (ii) the Surety
Bond Provider shall have acknowledged and accepted this Amendment as required by
Section 4.04 of the Insurance Agreement and (iii) each of the Rating Agencies
shall have acknowledged that this Amendment
shall not result in a downgrade or withdrawal of the ratings of the Commercial
Paper.
2.2 The delivery to any Rating Agency of an executed copy of this
Amendment shall constitute conclusive evidence that Sections 2.1(i) and (ii)
shall have been satisfied.
SECTION 3. Effect of Amendment; Ratification. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect and is hereby ratified and confirmed in all respects.
SECTION 4. 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.
SECTION 5. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the internal laws of the State of Indiana
without regard to any otherwise applicable conflict of laws principles.
SECTION 6. 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.
[Signatures begin on next page]
- 2 -
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
AFC FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
Name:
Title:
AUTOMOTIVE FINANCE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
Name:
Title:
POOLED ACCOUNTS RECEIVABLE CAPITAL
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC., as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. Executive Vice President
Acknowledged and Accepted
this day of August, 1997
CAPITAL MARKETS ASSURANCE CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VP
