Portions of this Exhibit 10.59 have been omitted based upon a request for confidential treatment. This Exhibit 10.59, 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. 3 TO THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 to THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “
Amendment ”), dated as of January 30, 2009, is entered into among AFC FUNDING CORPORATION, an Indiana corporation
(the “ Seller ”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “ Servicer ”), FAIRWAY FINANCE
COMPANY, LLC (a “ Purchaser ”), MONTEREY FUNDING LLC (a “ Purchaser ”), DEUTSCHE BANK AG, NEW YORK
BRANCH, as Purchaser Agent for MONTEREY FUNDING LLC (a “ Purchaser Agent ”) and BMO CAPITAL MARKETS CORP.,
as Purchaser Agent for Fairway Finance Company, LLC (a “ Purchaser Agent ”) and as the initial agent (the “ Agent ”).
A. The Seller, the Servicer, the Purchasers, the Purchaser Agents, and the Agent are parties to that certain Third Amended
and Restated Receivables Purchase Agreement dated as of April 20, 2007 (as amended, amended and restated, supplemented or
otherwise modified prior to the date hereof, the “ Agreement ”).
B. The Seller, the Servicer, the Purchasers, the Purchaser Agents 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 Section 1.4(a) is here