Exhibit 4(c)(20)
SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
("Second Amendment") is made as of January 19, 2007 by and among Credit
Acceptance Corporation, a Michigan corporation ("Company"), Comerica Bank and
the other banks signatory hereto (individually, a "Bank" and collectively, the
"Banks") and Comerica Bank, as administrative agent for the Banks (in such
capacity, "Agent").
RECITALS
A. Company, Agent and the Banks entered into that certain Fourth Amended
and Restated Credit Acceptance Corporation Credit Agreement dated as of February
7, 2006 (as amended by that First Amendment dated September 20, 2006, the
"Credit Agreement") under which the Banks renewed and extended (or committed to
extend) credit to the Company, as set forth therein.
B. The Company has 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 Second Amendment.
NOW, THEREFORE, Company, Agent and the Banks agree:
1. Section 1 of the Credit Agreement is hereby amended by amending and
restating, the following definitions:
"Borrowing Base Limitation" shall mean, as of any date of determination, an
amount equal to (i) seventy-five percent (75%) of Dealer Loans Receivable,
plus (ii) seventy -five percent (75%) of the Purchased Contract Balance,
minus (iii) the Hedging Reserve and minus (iv) the aggregate principal
amount outstanding from time to time of any Debt (other than the
Indebtedness) secured by any of the Collateral; provided, however, that if,
at any time, the advance rates under any Securitization Transaction (other
than a Bridge Securitization) set forth in the related Securitization
Documents ("Securitization Advance Rates") are lower than the applicable
advance rates expressed in clauses (i) or (ii) of this definition ("Credit
Agreement Advance Rates"), the applicable Credit Agreement Advance Rates
shall be deemed to be automatically reduced to the lowest Securitization
Advance Rates then in effect, such reduction to remain in effect so long as
the Securitization Advance Rates are lower than the Credit Agreement
Advance Rates set forth in this definition. At no time, however, shall the
Credit Agreement Advance Rates exceed seventy-five percent (75%)."
2. Exhibit O to the Credit Agreement is hereby amended and restated by
deleting such Exhibit and inserting the replacement Exhibit O attached
hereto as Attachment 1 in its place.
3. This Second Amendment shall become effective, according to the terms and as
of the date hereof, upon satisfaction by the Company of the following
conditions:
(a) Agent shall have received counterpart originals of (i) this Second
Amendment, duly executed and delivered by the Company and the
requisite Banks.
(b) Agent shall have received from a responsible senior officer of the
Company a certification (i) that all necessary actions have been taken
by the Company 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.
4. The Company 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 6.18, 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.
7. This Second Amendment may be executed in counterpart in accordance with
Section 13.10 of the Credit Agreement.
8. This Second Amendment shall be construed in accordance with and governed by
the laws of the State of Michigan.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
2
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK,
as Agent
By: /s/ Harve C. Light
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Harve C. Light
Its: Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
CREDIT ACCEPTANCE CORPORATION
By: /s/ Douglas W. Busk
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Douglas W. Busk
Its: Treasurer
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
BANKS:
COMERICA BANK
By: /s/ Harve C. Light
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Harve C. Light
Its: Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
BANK OF AMERICA, N.A.
By: /s/ Daniel R. Petrik
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Daniel R. Petrik
Its: Senior Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ David H. Sherer
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David H. Sherer
Its: Senior Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
HARRIS N.A.
By: /s/ Michael Cameli
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Michael Cameli
Its: Director
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
FIFTH THIRD BANK
(EASTERN MICHIGAN)
By: /s/ John Antonczak
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John Antonczak
Its: Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT
NATIONAL CITY BANK OF THE MIDWEST,
FORMERLY KNOWN AS NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS
By: /s/ Michael Kell
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Michael Kell
Its: Vice President
SIGNATURE PAGE FOR
CAC SECOND AMENDMENT