EXHIBIT 4(f)(67)
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated as of November 14, 2005, among CAC WAREHOUSE FUNDING CORPORATION II, as
borrower (the "Borrower"), CREDIT ACCEPTANCE CORPORATION, as Originator (the
"Originator"), WACHOVIA CAPITAL MARKETS, LLC, as deal agent (the "Deal Agent")
and collateral agent (the "Collateral Agent"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as liquidity agent for the VFCC Purchaser Group (the "Liquidity
Agent") and as the sole Investor (the "Investor") and VARIABLE FUNDING CAPITAL
CORPORATION, as a lender (and together with the Liquidity Agent, the "Lenders").
Capitalized terms used and not defined in this Amendment shall have
the meanings given such terms in the Loan and Security Agreement, dated as of
September 30, 2003 (the "Loan Agreement"), among the Borrower, the Originator,
the Investors, the Lenders, the Deal Agent, the Backup Servicer and the
Collateral Agent.
PRELIMINARY STATEMENTS
WHEREAS, each of the signatories hereto is party to the Loan
Agreement; and WHEREAS, each of the signatories hereto wishes to amend the Loan
Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Loan Agreement, and other good and valuable consideration, the
receipt and adequacy of which is hereby expressly acknowledged, and intending to
be legally bound hereby, the signatories hereto agree as follows:
Section 1. Amendment. Section 1.1 of the Loan Agreement is hereby amended
by deleting the definition of "Commitment Termination Date" in its entirety and
replacing it with the following:
"With respect to each Purchaser Group, February 15, 2006, or with respect to any
Purchaser Group such later date to which the Commitment Termination Date may be
extended in the sole discretion of such Purchaser Group in accordance with the
terms of Section 2.1(b).".
Section 2. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date hereof, upon the receipt by the Deal Agent of an
executed counterpart of this Amendment from each party hereto.
Section 3. Severability of Provisions. Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
Section 4. Captions. The captions in this Amendment are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
Section 5. Agreement to Remain in Full Force and Effect. Except as amended
hereby, the Loan Agreement shall remain in full force and effect and is hereby
ratified, adopted and confirmed in all respects. All references in the Loan
Agreement to "herein," or words of like import, and all references to the Loan
Agreement in any agreement or document shall hereafter be deemed to refer to the
Loan Agreement as amended hereby.
Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Amendment.
Section 8. Representations and Warranties. The Borrower hereby certifies
that (i) the representations and warranties made by it in Section 4.1 of the
Loan Agreement are true and correct as of the date hereof, as though made on and
as of the date hereof and (ii) as of the date hereof, there is no Termination
Event or Servicer Termination Event or event which, with the passage of time of
the giving of notice, could result in a Termination Event or a Servicer
Termination Event.
Section 9. Waiver of Notice. Each of the parties hereto hereby waives any
notice in connection with the execution and delivery of this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date and year first above written.
CAC WAREHOUSE FUNDING
CORPORATION II, as Borrower
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Treasurer
CREDIT ACCEPTANCE
CORPORATION, as Originator
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Treasurer
WACHOVIA CAPITAL MARKETS,
LLC, as Deal Agent and Collateral Agent
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Liquidity Agent and
the Sole Investor
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
VARIABLE FUNDING CAPITAL
CORPORATION, as a Lender
By: Wachovia Capital Markets, LLC, as
attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxxx, XX.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx, XX.
Title: Vice President
