Exhibit 10

                                                       [AFC Funding Corporation]

                FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


         This FIFTH AMENDMENT (this "AMENDMENT"), dated as of February 28, 2002,
is among  AFC  FUNDING  CORPORATION,  an  Indiana  corporation  (the  "SELLER"),
AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "SERVICER"), FAIRWAY
FINANCE CORPORATION,  a Delaware Corporation (the "PURCHASER"),  and BMO NESBITT
BURNS CORP., a Delaware  Corporation,  as Agent for Purchaser (in such capacity,
the "AGENT").

                                    RECITALS

         1. The Seller, the Servicer, the Purchaser and the Agent are parties to
the Receivables  Purchase  Agreement,  dated as of December 31, 1996 (as amended
through the date hereof, the "AGREEMENT").

         2. The Seller, the Servicer, the Purchaser, 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:

         SECTION 1.  AMENDMENT TO THE AGREEMENT. The Agreement is hereby amended
as follows:

         1.1 The definition of "Purchase Limit" in EXHIBIT I to the Agreement is
hereby  amended by  substituting  "$325,000,000"  for  "$300,000,000"  where the
latter appears in that definition.

         SECTION 2.  CONDITIONS TO EFFECTIVENESS.

         2.1 This  Amendment shall  become  effective on  the  date  hereof upon
receipt by the Agent of the  following,  each duly  executed and dated as of the
date  hereof  (or  such  other  date  satisfactory  to the  Agent),  in form and
substance satisfactory to the Agent:

             (a)  counterparts  of  this  Amendment  (whether  by  facsimile  or
otherwise) executed by each of the parties hereto;

             (b)  counterparts of the 2nd Amendment to the Amended and  Restated
Liquidity Asset Purchase  Agreement (whether by facsimile or otherwise) executed
by each of the parties thereto;



             (c)  a written statement from Moody's  Investors Service,  Inc. and
Standard  & Poor's  that  this  Amendment  will not  result  in a  downgrade  or
withdrawal of the rating of the Notes; and

             (d)  such  other  documents  and  instruments  as  the  Agent   may
reasonably request.

         SECTION 3. EFFECT OF AMENDMENT; RATIFICATION.  Except  as  specifically
amended hereby,  the Agreement is hereby ratified and confirmed in all respects,
and all of its  provisions  shall  remain in full force and  effect.  After this
Amendment  becomes  effective,  all references in the Agreement (or in any other
Transaction Document) to "the Receivables Purchase Agreement", "this Agreement",
"hereof",  "herein",  or words of similar effect,  in each case referring to the
Agreement,  shall be deemed to be references to the Agreement as amended hereby.
This Amendment  shall not be deemed to expressly or impliedly  waive,  amend, or
supplement any provision of the Agreement other than as  specifically  set forth
herein.

         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.


                           [SIGNATURE PAGES TO FOLLOW]


                                      -2-


         IN WITNESS WHEREOF, the  parties have executed this Amendment as of the
date first written above.

                                           AFC FUNDING CORPORATION


                                           By: /s/ Curtis L. Phillips
                                              ----------------------------------
                                              Name: Curtis L. Phillips
                                              Title: Executive Vice President,
                                                     CFO & Treasurer


                                           AUTOMOTIVE FINANCE CORPORATION


                                           By: /s/ Curtis L. Phillips
                                              ----------------------------------
                                              Name: Curtis L. Phillips
                                              Title: CFO & Treasurer


                                           FAIRWAY FINANCE CORPORATION


                                           By: /s/ Jill A. Gordon
                                              ----------------------------------
                                              Name: Jill A. Gordon
                                              Title: Vice President


                                           BMO NESBITT BURNS CORP.


                                           By: /s/ David J. Kucera
                                              ----------------------------------
                                              Name: David J. Kucera
                                              Title: Managing Director


                                           By: /s/ Peter E. Walsh
                                              ----------------------------------
                                              Name: Peter E. Walsh
                                              Title: Managing Director




                                      S-1                 Fifth Amendment to RPA