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SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT
RE:
CREDIT ACCEPTANCE CORPORATION
SECOND AMENDED AND RESTATED
9.49% SENIOR NOTES DUE JULY 1, 2001
Dated as of June 7, 2001
To the Noteholders listed on Annex I hereto
Ladies and Gentlemen:
Credit Acceptance Corporation, a Michigan corporation (together with
its successors and assigns, the "Company"), hereby agrees with you as follows:
SECTION 1. INTRODUCTORY MATTERS.
1.1 DESCRIPTION OF OUTSTANDING NOTES. The Company currently has
outstanding its Second Amended and Restated 9.49% Senior Notes due July 1, 2001
(collectively, the "Notes") which it issued pursuant to the separate Note
Purchase Agreements, each dated as of August 1, 1996 (collectively, as amended
by the First Amendment to Note Purchase Agreement, dated as of December 12,
1997, the Second Amendment to Note Purchase Agreement, dated as of July 1, 1998,
the Third Amendment to Note Purchase Agreement, dated as of April 13, 1999, the
Fourth Amendment, dated as of December 1, 1999, the Fifth Amendment, dated as of
April 27, 2000, and the Sixth Amendment, dated as of March 8, 2001, the
"Agreement"), entered into by the Company with each of the original holders of
the Notes listed on Annex 1 thereto, respectively. Terms used herein but not
otherwise defined herein shall have the meanings assigned thereto in the
Agreement, as amended hereby.
1.2 PURPOSE OF AMENDMENT. The Company and you desire to amend the
Agreement as set forth in Section 2 hereof.
SECTION 2. AMENDMENT TO THE AGREEMENT.
Pursuant to Section 10.5 of the Agreement, the Company hereby agrees
with you that the Agreement shall be amended by this Seventh Amendment to Note
Purchase Agreement (this "Seventh Amendment") in the following respects:
2.1 SECTION 6.6. Subclause (D) of Section 6.6(a)(i) is amended by
adding the words ", CAC of Canada Limited and Credit Acceptance Corporation
Ireland Limited" immediately after the words "CAC UK" in such subclause (D).
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2.2 SECTION 9.1. The definition of "Total Restricted Subsidiary Debt"
in Section 9.1 is hereby amended by adding the following at the end thereof
(before the "."):
; and (iii) Total Restricted Subsidiary Debt does not include
the amount of Debt of any Restricted Subsidiary attributable
to any liabilities secured by any Lien on assets owned by such
Restricted Subsidiary if such Lien is granted in favor of the
"Collateral Agent" (as defined in the Intercreditor Agreement)
for the benefit of the Banks, the holders of Notes and "Future
Debt Holders" (as defined in the Intercreditor Agreement) and
subject to the Intercreditor Agreement
SECTION 3. MISCELLANEOUS
3.1 COUNTERPARTS. This Seventh Amendment may be executed in any number
of counterparts, each executed counterpart constituting an original, but all
together only one Seventh Amendment.
3.2 HEADINGS. The headings of the sections of this Seventh Amendment
are for purposes of convenience only and shall not be construed to affect the
meaning or construction of any of the provisions hereof.
3.3 GOVERNING LAW. This Seventh Amendment shall be governed by and
construed in accordance with the internal laws of the State of Connecticut.
3.4 EFFECT OF AMENDMENT. Except as expressly provided herein (a) no
other terms and provisions of the Agreement shall be modified or changed by this
Seventh Amendment and (b) the terms and provisions of the Agreement, as amended
by this Seventh Amendment, shall continue in full force and effect. The Company
hereby acknowledges and reaffirms all of its obligations and duties under the
Agreement, as modified by this Seventh Amendment, and the Notes.
3.5 REFERENCES TO THE AGREEMENT. Any and all notices, requests,
certificates and other instruments executed and delivered concurrently with or
after the execution of the Seventh Amendment may refer to the Agreement without
making specific reference to this Seventh Amendment but nevertheless all such
references shall be deemed to include, to the extent applicable, this Seventh
Amendment unless the context shall otherwise require.
3.6 COMPLIANCE. The Company certifies that all necessary actions have
been taken by the Company to authorize the execution and delivery of this
Seventh Amendment, and immediately before and after giving effect to this
Seventh Amendment, no Default or Event of Default exists or would exist after
giving effect hereto.
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3.7 EFFECTIVENESS OF AMENDMENTS. The amendments to the Agreement
contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of
the Agreement) become effective, if at all, at such time as the Company and the
Required Holders of the Notes shall have indicated their written consent to such
amendments by executing and delivering the applicable counterparts of this
Seventh Amendment. It is understood that any holder of Notes may withhold its
consent for any reason, including, without limitation, any failure of the
Company to satisfy all of the following conditions:
(a) This Seventh Amendment shall have been executed and
delivered by the Company and each of the Required Holders of the Notes.
(b) The execution, delivery and effectiveness of an agreement,
signed by the Company and the requisite holders of the Company's Second
Amended and Restated 9.27% Senior Notes due October 1, 2001 issued
under Note Purchase Agreements dated as of March 25, 1997, containing
an amendment to such Note Purchase Agreements identical in substance to
the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement,
signed by the Company and the requisite holders of the Company's Second
Amended and Restated 10.37% Senior Notes due November 1, 2001 issued
under Note Purchase Agreements dated as of October 1, 1994, containing
an amendment to such Note Purchase Agreements identical in substance to
the amendment set forth in Section 2 hereof.
(d) The Company shall have paid the statement for reasonable
fees and disbursements of Xxxxxxx Xxxx LLP, your special counsel,
presented to the Company on or prior to the effective date of this
Seventh Amendment.
3.8 FULL DISCLOSURE. The Company warrants and represents to you that,
as of the effective date hereof, none of the written statements, documents or
other written materials furnished by, or on behalf of, the Company to you in
connection with the negotiation, execution and delivery of this Seventh
Amendment contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein or herein not misleading
in light of the circumstances in which they were made. There is no fact of which
any of the Company's executive officers has actual knowledge which the Company
has not disclosed to you which materially affects adversely or, so far as the
Company can now reasonably foresee, will materially affect adversely the
business, prospects, profits, Properties or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or the ability of the
Company to perform its obligations set forth in the Agreement (after giving
effect to this Seventh Amendment) and the Notes.
[Remainder of page intentionally blank. Next page is signature page.]
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If this Seventh Amendment is satisfactory to you, please sign the form
of acceptance on the enclosed counterpart of this letter and return the same to
the Company, whereupon this Seventh Amendment shall become binding between us in
accordance with its terms.
Very truly yours,
CREDIT ACCEPTANCE CORPORATION
By /S/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR CENTRAL
STATES HEALTH & LIFE COMPANY OF
OMAHA
By /S/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR THE XXXXXXX
XXXXXX TRUST COMPANY FBO
GUARANTY INCOME LIFE INSURANCE
COMPANY
By /S/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR AMERICAN
COMMUNITY MUTUAL INSURANCE
By /S/ Xxxxx Xxxxx
------------------------------
Name:Xxxxx Xxxxx
Title:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR CENTRAL
RE CORP. & PHOENIX
By /S/ Xxxxx Xxxxx
------------------------------
Name:Xxxxx Xxxxx
Title:
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR OLD GUARD
MUTUAL INSURANCE COMPANY
By /S/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR CSA
FRATERNAL LIFE
By /S/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:
ASSET ALLOCATION & MANAGEMENT
COMPANY AS AGENT FOR KANAWHA
INSURANCE COMPANY
By /S/ Xxxxx Xxxxx
------------------------------
Name:Xxxxx Xxxxx
Title:
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
BY CIGNA INVESTMENTS, INC. (authorized agent)
By /S/ Xxxxx X. Height
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Name: Xxxxx X. Height
Title: Managing Director
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
PAN AMERICAN LIFE INSURANCE
COMPANY
By/S/ Xxxx Xxxxxx Xx.
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Name: Xxxx Xxxxxx Xx.
Title: Senior Vice President
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
BY: PHOENIX INVESTMENT COUNSEL, INC.
By/S/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Managing Director
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
OZARK NATIONAL LIFE INSURANCE
COMPANY
By/S/ S. Xxxx Xxxxx
--------------------------------------
Name: S. Xxxx Xxxxx
Title: Executive V.P. & Treasurer
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
9.49% Senior Notes Due July 1, 2001 of Credit Acceptance Corporation]
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ANNEX I
SECOND AMENDED AND RESTATED 9.49% SENIOR NOTES DUE JULY 1, 2001
Central States Health & Life Company of Omaha
The Xxxxxxx Xxxxxx Trust Company fbo Guaranty Income Life Insurance Company
American Community Mutual Insurance
Central Re Corp. & Phoenix
CSA Fraternal Life
Kanawha Insurance Company
Old Guard Mutual Insurance Company
Connecticut General Life Insurance Company
Pan American Life Insurance Company
Phoenix Home Life Mutual Insurance Company
Ozark National Life Insurance Company
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