EXHIBIT 4(f)(39)
SECOND AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Second
Amendment") is made as of this 10th day of June, 2002 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 Amended and Restated Credit Acceptance Corporation Credit Agreement
dated as of June 11, 2001 (as amended by First Amendment dated as of March 8,
2002, 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 certain amendments 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 First Amendment.
NOW, THEREFORE, Company, Permitted Borrowers, Agent and the Banks agree:
1. Section 1 of the Credit Agreement is hereby amended by amending and
restating, or adding (as applicable), the following definitions:
"CAC South Dakota" shall mean Credit Acceptance Corporation of South
Dakota, Inc., a South Dakota corporation.
"Domestic Subsidiary" shall mean those Subsidiaries of the Company
incorporated under the laws of the United States of America, or any
state thereof, other than the US LLC, so long as it is a Subsidiary of
a Foreign Subsidiary. [CHANGES FROM EXISTING DEFINITION SHOWN IN
ITALICS]
"Funding Conditions" shall mean those conditions required to be
satisfied prior to or concurrently with the funding of any Future
Debt, as follows:
(a) Within a period of one hundred eighty (180) days prior to the
date any such Debt is incurred, Company shall have provided to
the Agent and the Banks a Consolidated plan and financial
projections meeting the requirements therefor as set forth in
Section 7.3(i) of this Agreement and demonstrating that the
Company
would be in compliance with the financial covenants set forth in
Sections 7.4 through 7.7 hereof and the Borrowing Base
Limitation, if applicable, were such Debt outstanding during the
applicable reporting periods;
(b) Both immediately before and immediately after such additional
Debt is incurred, no Default or Event of Default (whether or not
related to such additional Debt, and taking into account the
incurring of such additional Debt) has occurred and is
continuing;
(c) If such additional Debt shall be issued pursuant to loan
documents containing covenants which are more restrictive than
the covenants contained in this Agreement, Company shall, upon
the written request of the Majority Banks, enter into amendments
to this Agreement to extend the benefit of such covenants to the
Banks;
(d) Concurrently with the incurring of such additional Debt, the
proceeds of such Debt, net of third party expenses incurred by
the Company in connection with the issuance of such Debt, shall
be applied to reduce (i) the principal balance outstanding under
other Future Debt then outstanding or (ii) the principal balance
outstanding under the Revolving Credit (to the extent then
outstanding, and including the aggregate amount of drawings made
under any Letter of Credit for which the Agent has not received
full payment), subject to the right to reborrow in accordance
with this Agreement; provided, however, that to the extent that
on the date any reduction of the principal balance outstanding
under the Revolving Credit shall be required under this clause
(d), the Indebtedness under the Revolving Credit is being
carried, in whole or in part, at the Eurocurrency-based Rate and
no Default or Event of Default has occurred and is continuing,
the Company may, after prepaying that portion of the Indebtedness
then carried at the Prime-based Rate, deposit the amount of such
required principal reductions in a cash collateral account to be
held by the Agent, for and on behalf of the Banks (which shall be
an interest-bearing account), on such terms and conditions as are
reasonably acceptable to Agent and the Majority Banks and,
subject to the terms and conditions of such cash collateral
account, sums on deposit therein shall be applied (until
exhausted) to reduce the principal balance of the Revolving
Credit on the last day of each Interest Period attributable to
the applicable Eurocurrency-based Advances of the Revolving
Credit (subject to the right to reborrow, as aforesaid); and
(e) If such additional Debt is to be secured, the applicable Lien
shall arise only pursuant to the Security Agreement and/or the
other Collateral Documents and each of the holders of such Debt
shall become a party to the Intercreditor Agreement and shall
execute and deliver such additional or related Loan Documents as
reasonably requested by the Agent.
"Future Debt" shall mean Debt evidenced by Long Term Notes; provided
that the aggregate principal amount of all such Debt outstanding at
any time from and after the date hereof shall not exceed One Hundred
Fifty Million Dollars ($150,000,000); and
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provided further that, at the time any such Debt is incurred, the
Funding Conditions have been satisfied. For the purposes of this
definition, "Long Term Notes" shall mean unsecured or secured
non-revolving promissory notes to be issued by the Company, which Debt
shall have a term extending at least beyond the Revolving Credit
Maturity Date then in effect, have an amortization schedule not
greater than level amortization to maturity (but with no principal
payments required for a period of at least 12 months) and have no
requirement for mandatory early repayment except (x) upon default, (y)
following a change in control or (z) following the sale of any
material portion of the assets of the Company or any of its
Subsidiaries, to the extent of the proceeds of such sale.
"Program Agreement" shall mean that certain Auto Finance Alliance
Program Agreement between the Company and a certain finance company
dated as of May 6, 2002, as previously approved by the requisite Banks
(the "Existing Agreement"), and each other agreement providing for the
transfer to Program Participants of eligible Installment Contracts
satisfying the applicable credit guidelines in effect under such
agreement, on substantially the terms of the Existing Agreement (as
determined by the Agent, in its reasonable discretion), as such
agreements may be amended (subject to the terms hereof) from time to
time.
"Program Contract(s)" shall mean eligible Installment Contracts
satisfying basic credit guidelines applicable under a Program
Agreement from time to time in effect generated by the Company's
Dealers and transferred to the Company or a Subsidiary, for further
transfer to a Program Participant.
"Program Participant" shall mean that certain finance company which is
a party to the Existing Finance Agreement (defined in the definition
of "Program Agreement") and such other Persons which contract with the
Company or a Subsidiary, from time to time, under a Program Agreement.
"Program Transfer" shall mean the transfer by the Company or a
Subsidiary to a Program Participant of a Program Contract.
"Scottish Partnership" shall mean a partnership established by the
Company under the law of Scotland pursuant to the UK Restructuring and
which is a wholly-owned Subsidiary of the Company. [CHANGES FROM
EXISTING DEFINITION SHOWN IN ITALICS]
"Security Agreement" is defined in the definition of Collateral
Documents.
"Stapled Stock Restructuring" shall mean a series of transfers,
mergers, amalgamations and similar transactions involving ownership
interests (but not involving any transfers of Advances to Dealers,
Installment Contracts or other financial assets, or similar
transactions) among the Company and its Subsidiaries, including
without limitation the formation of a new wholly-owned Subsidiary
under the laws of the Turks & Caicos Islands ("T&C Subsidiary"), which
will be "stapled" to the Company's existing Domestic Subsidiary, CAC
South Dakota (such that the shares of each stapled Subsidiary cannot
be transferred without the other), the formation of a limited
liability company as a
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Subsidiary of the T&C Subsidiary or CAC South Dakota and the transfer
by the Company to CAC Scotland (or its Subsidiaries) of all of the
share capital of CAC Ireland and CAC Canada, such transactions
resulting in the restructuring of the ownership of the Company's
Foreign Subsidiaries as shown on Exhibit R to the Credit Agreement.
"T&C Subsidiary" is defined in the definition of Stapled Stock
Restructuring.
"UK Restructuring" shall mean (i) the creation by the Company of the
Scottish Partnership, the Luxembourg Subsidiary and the English
Special Purpose Subsidiary, (ii) the Company's capitalization of the
Scottish Partnership with CAC UK stock, (iii) Intercompany Loans from
time to time from the Company to the Scottish Partnership, directly,
or indirectly through one or more holding companies, in an amount
substantially equivalent to the fair market value of assets being
transferred to the English Special Purpose Subsidiary at such time by
CAC UK, provided that such Intercompany Loans are substantially
contemporaneously repaid pursuant to clauses (ix) and (x) of this
definition, (iv) the contribution of a nominal amount of capital to
the Luxembourg Subsidiary, (v) the contributions to capital by the
Scottish Partnership to the English Special Purpose Subsidiary out of
the proceeds of the Company's contemporaneous loan to the Scottish
Partnership under clause (iii) of this definition, (vi) Intercompany
Loans from time to time by the Scottish Partnership to the Luxembourg
Subsidiary out of the proceeds of the Company's contemporaneous loan
to the Scottish Partnership under clause (iii) of this definition,
(vii) Intercompany Loans from time to time by the Luxembourg
Subsidiary to the English Special Purpose Subsidiary substantially
equal to the contemporaneous loans made to the Luxembourg Subsidiary
by the Scottish Partnership, (viii) transfers from time to time of
Advances to Dealers (and its rights in the related Installment
Contracts or Leases) by CAC UK to the English Special Purpose
Subsidiary for cash consideration in an amount substantially
equivalent to the fair market value of the assets being transferred to
the English Special Purpose Subsidiary at such time by CAC UK, (ix)
dividends from CAC UK to Scottish partnership in an amount
substantially equal to the cash received by CAC UK in exchange for the
assets transferred at such time to the English Special Purpose
Subsidiary, and (x) repayments from time to time of the Intercompany
Loans (referred to in clause (iii) of this definition) by the Scottish
Partnership to the Company, directly, or indirectly through one or
more holding companies. [CHANGES FROM EXISTING DEFINITION ARE SHOWN IN
ITALICS]
"US LLC" shall mean that certain limited liability company chartered
in the United States and established as part of the Stapled Stock
Restructuring.
2. Section 1 of the Credit Agreement is further amended by amending the
following definitions in the manner set forth below:
"Advances to Dealers" is amended by adding, to the end of clause (a)
(after the word "discharged", but before the word "or") the words "any
such advances (and the related Installment Contracts, if any) made to
a Dealer in connection with a Program Contract".
Clause (a) of the definition of "Collateral" is amended to add in the
eighth line thereof (following the words "of Dealers under Dealer
Agreement", after the parenthetical but
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before the comma) the words "and all Program Agreements (but excluding
any Program Contracts, it being understood that the security interest
in Program Agreements shall be subject to the rights of the Program
Participants under the Program Agreements)".
Clause (e) of the definition of "Collateral" is amended and restated
in its entirety, as follows:
"(e) subject to Section 7.23 hereof, one hundred percent (100%)
of the share capital of T&C Subsidiary and of CAC South Dakota
(whether or not constituting a Significant Domestic Subsidiary)
and, until released pursuant to Section 7.23 hereof or otherwise,
not less than sixty-five percent (65%) of the share capital of
CAC Canada, CAC Ireland and each other Foreign Subsidiary which
is owned directly by the Company or a Domestic Subsidiary and
which is a Significant Subsidiary,"
Existing clause (v) of the definition of "Collateral Documents" is
redesignated as clause (vi) and new clause (v) is added to the
definition of Collateral Documents, as follows:
"(v) those certain lien, charge or other security documents
executed and delivered, or to be executed and delivered hereunder
in order to encumber 65% of the outstanding share capital of CAC
Canada and CAC Ireland (to be released in accordance with Section
7.23 hereof) and, concurrently with the consummation of the
Stapled Stock Restructuring, 100% of the share capital of the T&C
Subsidiary, executed and delivered (or to be executed and
delivered) by the Company or any of its subsidiaries and
delivered to the Agent, as Collateral Agent (as aforesaid) and".
"Consolidated Net Income" is amended to add, at the end of clause (d)
thereof (immediately preceding the semicolon) the words "and the
non-cash effect of stock option expense (whether constituting a gain
or a loss).
"Permitted Guaranties" is amended to add, at the end of such
definition (immediately preceding the period) the words "and (v)
Guarantee Obligations arising out of terms of any Program Agreement
requiring the repurchase of a Program Contract with respect to which
there has been a breach of covenant or representation under the
Program Agreement".
"Permitted Transfer(s)" is amended to add, at the end of such
definition (immediately preceding the period) the words "and (v) any
transfer of funds or other property paid as a dividend by a Subsidiary
to the Company or any other Subsidiary to the extent permitted by
clause (i) of Section 8.15 hereof".
The reference in "Revolving Credit Maturity Date" to June 10, 2002, is
changed to June 9, 2003.
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The proviso to the definition of "Significant Subsidiary(ies)" is
amended to add, after the words "Scottish Partnership", the words ",
the US LLC (so long as it is considered a Foreign Subsidiary
hereunder)".
3. Section 2.13(b) of the Credit Agreement is amended to add, in the
first line thereof (after the word "day") the words ", through but not
after June 10, 2002," and to amend and restate, in its entirety, the
third sentence of said Section, as follows:
"The Utilization Fee shall be computed on the basis of a year of three
hundred sixty (360) days and assessed for the actual number of days
elapsed through (but not after) June 10, 2002, and shall be payable in
arrears commencing July 1, 2001 (in respect of the prior fiscal
quarter or portion thereof) and on the first day of each fiscal
quarter thereafter and on June 10, 2002, but not thereafter."
4. Section 7 of the Credit Agreement is amended as follows:
(a) The preamble to Section 7 is amended to change the reference to
Section 7.22 (in the third line thereof) to Section 7.23.
(b) Section 7.1(iii) is amended and restated in its entirety as
follows:
"(iii) continue to engage only in the businesses as substantially
now conducted by the Company and its Subsidiaries and businesses
reasonably related thereto;".
(c) New Section 7.23 (Stapled Stock Restructuring) is added, as
follows:
"7.23 Stapled Stock Restructuring. Concurrently with the
consummation of the Stapled Stock Restructuring, the Company
shall:
(a) transfer its existing sixty-five percent (65%) in aggregate
partnership interests of the Scottish Partnership presently
encumbered for the benefit of the Lenders under that certain
Assignation in Security dated September 10, 2001 subject to
such Assignation, and/or cause the T&C Subsidiary to execute
and deliver to the Collateral Agent, for the benefit of the
Lenders, a new Assignation encumbering such 65% in aggregate
partnership interests, on substantially the terms of the
existing Assignation, and execute (or re-execute) or cause
to be executed (or re-executed) any related documentation
required under local law;
(b) Execute and deliver, in favor of the Collateral Agent, for
the benefit of the Lenders, a security interest and pledge
encumbering 100% of the outstanding share capital of the
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T&C Subsidiary and cause the T&C Subsidiary to become
partners (by joinder) to the Domestic Guaranty; and
(c) Execute and deliver, in favor of the Collateral Agent, for
the benefit of the Lenders, a security interest and pledge
encumbering 100% of the issued and outstanding share capital
of CAC South Dakota and cause CAC South Dakota to become a
party (by joinder) to the Domestic Guaranty,
in each case whether or not the T&C Subsidiary or CAC South
Dakota shall then constitute Significant Subsidiaries hereunder;
provided, however, that contemporaneously with satisfaction of
the requirements set forth in clauses (a) through (c) of this
Section 7.23, the Collateral Agent shall have released and
discharged (or caused to be released and discharged) the lien and
charge, existing as of the Second Amendment Effective Date, on
the Company's entire interest in the share capital of CAC Canada
and CAC Ireland.
5. Section 8 of the Credit Agreement is amended as follows:
(a) The preamble to Section 8 is amended to add, after the reference
to Section 8.14 (in the fourth line thereof) the words "and
8.15".
(b) Section 8.3 (Mergers or Dispositions) is amended to add, (i)
after the word "thereof" (in the second line thereof), the words
"or a merger pursuant to the Stapled Stock Restructuring, (ii)
after the words "UK Restructuring (in the fourth and fifth lines
thereof), the words "or the Stapled Stock Restructuring and
except for Program Transfers" and (iii) in the fifth line thereof
(after the word "thereto") the parenthetical phrase "(except in
the case of Program Transfers)".
(c) Clause (g)(v) of Section 8.5 is amended to add, after the word
"Company", the words ", another Foreign Subsidiary".
(d) Section 8.7 is amended to add, in clause (iii) thereof (after the
words "UK Restructuring"), the words "or the Stapled Stock
Restructuring".
(e) Clause (d)(i) of Section 8.8 is amended to add at the end of such
clause, after the words "UK Restructuring" (preceding the comma),
the words "or the restructuring of the ownership of the Company's
Subsidiaries (but without the transfer of any cash or other
property other than to the extent necessary, upon formation, to
meet minimum capitalization requirements, if any, under
applicable law) pursuant to the Stapled Stock Restructuring, as
shown on Exhibit R hereto, and Intercompany Loans, Advances and
Investments made to the Company or another Subsidiary by a
Foreign Subsidiary pursuant to the Stapled Stock Restructuring",
and clause (d)(ii) of Section 8.8 is amended to add, after the
words "to or in" (in the first line of such clause), the words
"the Company or" and
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clause (d)(iii) of Section 8.8 is amended to add after the words
"UK Restructuring", the words "or the Stapled Stock
Restructuring".
(f) Clause (g) of Section 8.8 is amended to add, at the end of said
Section (following the word "Investment"), the words "or any
Investment in Program Contracts which is not prohibited by
Section 8.18 hereof or in Installment Contracts required to be
repurchased by the Company or a Subsidiary under a Program
Agreement.
(g) Section 8.9 is amended to add, after the words "Permitted
Securitization" (in clause (iii) thereof) the words "or a Program
Transfer".
(h) Section 8.11 is amended to add, after the words "purchase money
Debt" (in the seventh line thereof), the words "and other than
pursuant to any Program Agreement, but only to the extent of the
Program Contacts to be transferred to the Program Participant
thereunder."
(i) New Section 8.18 ("Program Agreements") is added, as follows:
"Program Agreements. (a) Amend, modify or otherwise alter (or
suffer to be amended, modified or altered), any Program Agreement
or any other document or instrument relating thereto unless (i)
not less than three (3) Business Days prior to the Effective Date
of any such amendment or modification, Company has provided
written notice to Agent (accompanied by a copy of any such
proposed amendment or modification and reasonable supporting
information) and (ii) any such amendment, modification or
alteration could not reasonably be expected to have a Material
Adverse Effect (as reasonably determined by the Agent) or is
approved by the Majority Banks; and
(b) make an Investment or otherwise provide funds, directly or
indirectly, in an aggregate amount at any time outstanding in
excess of $2,000,000 to Company's Dealers in connection with the
origination of Program Contracts or Program Transfers, except to
the extent such funds are obtained, in cash, from the applicable
Program Participant prior to any such Investment or other
provision of funds, or make any commitment to a Program
Participant to do so."
6. Section 9.1(i) of the Credit Agreement is amended and restated in its
entirety, as follows:
(i) (a) Any Person or group of Persons (within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended), other
than Xxxxxx Xxxx, his wife and children or trust(s) established
for his or their benefit, shall acquire beneficial ownership
(within the meaning of Rule 13d-3 promulgated under such Act) of
more than 50% of the outstanding securities (on a fully diluted
basis and taking into account any securities or contract rights
exercisable, exchangeable or convertible into equity securities)
of the Company having voting rights in the election of directors
under normal circumstances; or (b) a majority of the members of
the Board of Directors of the Company shall cease to be
Continuing Members. For purposes of the foregoing; "Continuing
Member" means a member of the Board of Directors of the Company
who either (i) was a member of the
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Company's Board of Directors on the day before the Second
Amendment Effective Date (as defined in the Second Amendment) and
has been such continuously thereafter or (ii) became a member of
such Board of Directors after the day before the Second Amended
Effective Date and whose election or nomination for election was
approved by a vote of the majority of the Continuing Members who
are then members of the Company's Board of Directors; or (c)
there shall occur a "Change in Control" (or equivalent event
thereunder) under the documents relating to the Senior Debt (if
then outstanding) or any Future Debt then outstanding; or".
7. Replacement Exhibit D, setting forth the Percentages (in the form of
Attachment 1 to this Second Amendment), shall replace existing Exhibit
D. New Exhibit R (in the form of Attachment 2 to this Second
Amendment) is added to the Credit Agreement.
8. This Second Amendment shall become effective, according to the terms
and as of the date hereof ("Second Amendment Effective Date"), upon
satisfaction by the Company and the Permitted Borrowers of the
following conditions:
(a) Agent shall have received counterpart originals of this Second
Amendment, together with counterpart originals of amendments to
the Security Agreement and the Intercreditor Agreement
(collectively, the "Loan Document Amendments") in each case duly
executed and delivered by Company, the Permitted Borrowers and
the requisite Banks, as applicable, in each case in form
satisfactory to Agent, the Collateral 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 and the Loan Document
Amendments, 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; and
(c) Company shall have paid (i) to the Banks (or to the Agent for
prompt distribution to the Banks) an amendment and extension fee
in the amounts shown on the attached pricing schedule (see
Attachment 3), (ii) to the Lead Arranger (for its sole account),
any arranger's fee due under any fee letter in effect on the date
hereof, and (iii) to the Agent (for its sole account), any agency
fee due under any fee letter in effect on the date hereof.
If the foregoing conditions have not been satisfied or waived on or
before June 10, 2002, this Second Amendment shall lapse and be of no
further force and effect.
9. 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 6.21, inclusive, of the
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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.
10. 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.
11. 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.
12. This Second Amendment may be executed in counterpart in accordance
with Section 13.10 of the Credit Agreement.
13. 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.
14. 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(f)(39)
WITNESS the due execution hereof as of the day and year first above written.
COMERICA BANK, CREDIT ACCEPTANCE
as Agent CORPORATION
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------------------- ------------------------------------
Its: Assistant Vice President Its: Chief Financial Officer
------------------------------- -----------------------------------
One Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
COMERICA BANK - CANADA CREDIT ACCEPTANCE
CORPORATION UK LIMITED
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------------------- ------------------------------------
Its: Vice President Its: Chief Financial Officer
------------------------------- -----------------------------------
CAC OF CANADA LIMITED
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Its: Chief Financial Officer
-----------------------------------
CREDIT ACCEPTANCE
CORPORATION IRELAND LIMITED
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Its: Chief Financial Officer
-----------------------------------
BANKS:
COMERICA BANK BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------- ------------------------------------
Its: Assistant Vice President Its: Principal
------------------------------- -----------------------------------
LASALLE BANK NATIONAL NATIONAL CITY BANK OF
ASSOCIATION MICHIGAN/ILLINOIS
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Light
-------------------------------- ------------------------------------
Its: Assistant Vice President Its: Vice President
------------------------------- -----------------------------------
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Its: Vice President
-------------------------------
FIFTH THIRD BANK (EASTERN MICHIGAN)
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Its: Vice President
-------------------------------
ATTACHMENT 1 TO
SECOND AMENDMENT TO CREDIT AGREEMENT
REVISED EXHIBIT D
PERCENTAGES
================================================================================
BANKS COMMITMENT PERCENTAGES
================================================================================
Comerica Bank $30,000,000 22.22222222%
================================================================================
Bank of America, N.A. $30,000,000 22.22222222%
================================================================================
LaSalle National Bank $20,000,000 14.81481481%
================================================================================
Xxxxxx Trust and Savings Bank $20,000,000 14.81481481%
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxx Xxxx Xxxx xx Xxxxxxxx/Xxxxxxxx $20,000,000 14.81481481%
================================================================================
Fifth Third Bank $15,000,000 11.1111111%
================================================================================
TOTAL $135,000,000 100.00%
================================================================================
ATTACHMENT 3 TO
SECOND AMENDMENT TO CREDIT AGREEMENT
PRICING SCHEDULE
(AMENDMENT AND EXTENSION FEE)
COMMITMENT AMOUNT FEE AMOUNT (BASIS POINTS)
----------------- -------------------------
<$15.0 million 30 bps.
Equal to $15.0 million, but < $20.0 million 40 bps.
Equal to $20.0 million, but < $30.0 million 47.5 bps.
Equal to $30.0 million 60.0 bps.