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EXHIBIT 4(c)(7)
SECOND AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
("Second Amendment") is made as of this 28th day of April, 2000 by and among
Credit Acceptance Corporation, a Michigan corporation ("Company"), the Permitted
Borrowers signatory hereto (each, a "Permitted Borrower" and collectively, the
"Permitted Borrowers"), Comerica Bank and the other banks signatory hereto
(individually, a "Bank" and collectively, the "Banks") and Comerica Bank, as
agent for the Banks (in such capacity, "Agent").
RECITALS
A. Company, Permitted Borrowers, Agent and the Banks entered into that
certain Third Amended and Restated Credit Agreement dated as of June 15, 1999
and a First Amendment dated as of December 10, 1999 (collectively, the "Credit
Agreement") under which the Banks renewed and extended (or committed to extend)
credit to the Company and the Permitted Borrowers, as set forth therein.
B. The Company and the Permitted Borrowers have requested that Agent and
the Banks agree to a further amendment to the Credit Agreement and Agent and the
Banks are willing to do so, but only on the terms and conditions set forth in
this Second Amendment.
NOW, THEREFORE, Company, Permitted Borrowers, Agent and the Banks agree:
l. The definition of Consolidated Tangible Net Worth in Section 1 of the
Credit Agreement is hereby amended and restated in its entirety as set
forth below, effective as of December 10, 1999:
"Consolidated Tangible Net Worth" shall mean the total
preferred shareholders' investment and common shareholders'
investment (common stock, paid in capital and retained earnings)
as computed under GAAP, less assets properly classified as
intangible assets according to GAAP, but excluding from the
determination thereof, without duplication, any excess servicing
asset resulting from the transfer, pursuant to a Permitted
Securitization, of Advances to Dealers, Leased Vehicles,
Installment Contracts (whether assigned outright or related to
Advances to Dealers) or Leases (whether assigned outright or
related to Leased Vehicles)."
2. Sections 7.5 and 7.6 of the Credit Agreement are amended, effective as
of December 10, 1999, to change the word "excluding" (in the
parenthetical phrase in the second line of each such section) to the
word "including".
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EXHIBIT 4(c)(7)
3. This Second Amendment shall become effective, according to the terms
and as of the date hereof, upon satisfaction by the Company and the
Permitted Borrowers, on or before May 1, 2000, of the following
conditions:
(a) Agent shall have received counterpart originals of this Second
Amendment, in each case duly executed and delivered by Company,
the Permitted Borrowers and the requisite Banks, in form
satisfactory to Agent and the Banks;
(b) Agent shall have received from the Company and each of the
Permitted Borrowers a certification (i) that all necessary
actions have been taken by such parties to authorize execution
and delivery of this Second Amendment, supported by such
resolutions or other evidence of corporate authority or action as
reasonably required by Agent and the Majority Banks and that no
consents or other authorizations of any third parties are
required in connection therewith; and (ii) that, after giving
effect to this Second Amendment, no Default or Event of Default
has occurred and is continuing on the proposed effective date of
the Second Amendment;
(c) Agent shall have received, with a copy for each of the Banks,
amendments to the Senior Debt Documents executed and delivered by
the Company and the requisite holders of the Senior Debt, such
amendments to be in form and substance satisfactory to the Agent
and the Majority Banks; and
If the foregoing conditions have not been satisfied or waived on or
before May 1, 2000, this Second Amendment shall lapse and be of no
further force and effect.
4. Each of the Company and the Permitted Borrowers ratifies and confirms,
as of the date hereof and after giving effect to the amendments
contained herein, each of the representations and warranties set forth
in Sections 6.1 through 6.22, inclusive, of the Credit Agreement and
acknowledges that such representations and warranties are and shall
remain continuing representations and warranties during the entire
life of the Credit Agreement.
5. Except as specifically set forth above, this Second Amendment shall
not be deemed to amend or alter in any respect the terms and
conditions of the Credit Agreement, any of the Notes issued thereunder
or any of the other Loan Documents, or to constitute a waiver by the
Banks or Agent of any right or remedy under or a consent to any
transaction not meeting the terms and conditions of the Credit
Agreement, any of the Notes issued thereunder or any of the other Loan
Documents.
6. Unless otherwise defined to the contrary herein, all capitalized terms
used in this Second Amendment shall have the meaning set forth in the
Credit Agreement.
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EXHIBIT 4(c)(7)
7. This Second Amendment may be executed in counterpart in accordance
with Section 13.10 of the Credit Agreement.
8. Comerica Bank - Canada having been designated by Comerica Bank, in its
capacity as swing line bank (and as a Bank) under the Credit Agreement
to fund Comerica Bank's advances in $C pursuant to Section 11.12 of
the Credit Agreement, has executed this Second Amendment to evidence
its approval of the terms and conditions thereof.
9. This Second Amendment shall be construed in accordance with and
governed by the laws of the State of Michigan.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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EXHIBIT 4(c)(7)
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, as Agent CREDIT ACCEPTANCE CORPORATION
By: /S/ XXXXXXX X. XXXXXX By: /S/ XXXXX X. XXXXXXX
------------------------ -----------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Its: Vice President Its: Co-President
One Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
COMERICA BANK - CANADA CREDIT ACCEPTANCE CORPORATION
UK LIMITED
By: /S/ XXXXXXX X. XXXXXX By: /S/ XXXXX X. XXXXXXX
------------------------ -----------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Its: Vice President Its: Co-President
CAC OF CANADA LIMITED
By: /S/ XXXXX X. XXXXXXX
-----------------------
Name: Xxxxx X. Xxxxxxx
Its: Co-President
CREDIT ACCEPTANCE CORPORATION
IRELAND LIMITED
By: /S/ XXXXX X. XXXXXXX
-----------------------
Name: Xxxxx X. Xxxxxxx
Its: Co-President
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EXHIBIT 4(c)(7)
BANKS: COMERICA BANK
By: /S/ XXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxx X. Xxxxxx
Its: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /S/ XXXX XXX
--------------------------------
Name: Xxxx Xxx
Its: Assistant Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /S/ XXXXXXX XXXXXX
---------------------
Name: Xxxxxxx Xxxxxx
Its: Vice President
NATIONAL CITY BANK OF MINNEAPOLIS
By: /S/ XXXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxxx X Xxxxxxxx
Its: Assistant Vice President
BANK OF AMERICA, N.A.
By: /S/ XXXXXXXXX KURLECZ
------------------------
Name: Xxxxxxxxx Kurlecz
Its: Managing Director
THE BANK OF NOVA SCOTIA
By: /S/ J. XXXX XXXXXXX
---------------------------
Name: J. Xxxx Xxxxxxx
Its: Relationship Manager
Signature Page For
CAC Second Amendment
