0001047469-07-001478 Sample Contracts

AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

THIS AMENDMENT NO. 9 dated as of January 18, 2007 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").

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AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

THIS AMENDMENT NO. 5 dated as of March 20, 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 "Purchaser"), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the "Agent").

AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

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").

AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

THIS AMENDMENT NO. 10 dated as of February 12, 2007 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").

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

THIS AMENDMENT NO. 3 dated as of November 16, 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"), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the "Agent").

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