CREDIT ACCEPTANCE CORPORATION, 10-K405, 1997-03-31

CREDIT ACCEPTANCE CORPORATION
10-K405, 1997-03-31
PERSONAL CREDIT INSTITUTIONS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THIS FISCAL YEAR ENDED DECEMBER 31, 1996

Commission File Number 000-20202

CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)

MICHIGAN 38-1999511
(State or other jurisdiction of) (I.R.S. Employer Identification No.)
incorporation or organization

25505 W. TWELVE MILE ROAD, SUITE 3000
SOUTHFIELD, MICHIGAN 48034-8339
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (810) 353-2700

____________________________

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No _

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

The aggregate market value of 18,866,411 shares of the Registrant's
common stock held by nonaffiliates on March 27, 1997 was approximately
$337,237,097. For purposes of this computation all officers, directors and 5%
beneficial owners of the Registrant are assumed to be affiliates. Such
determination should not be deemed an admission that such officers, directors
and beneficial owners are, in fact, affiliates of the Registrant.

At March 27, 1997 there were 46,076,448 shares of the Registrant's
Common Stock issued and outstanding.
<PAGE> 2

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement pertaining to
the 1997 Annual Meeting of Shareholders (the "Proxy Statement") filed pursuant
to Regulation 14A are incorporated herein by reference into Part III.
<PAGE> 3

CREDIT ACCEPTANCE CORPORATION
YEAR ENDED DECEMBER 31, 1996

INDEX TO FORM 10-K

ITEM NO. PAGE NO.
- --------- --------
PART I.
1. Business 1
2. Properties 9
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 10

PART II.

5. Market Price and Dividend Information 11
6. Selected Financial Data 12
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
8. Financial Statements and Supplemental Data 21
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 35

PART III.

10. Directors and Executive Officers of the Registrant 36
11. Executive Compensation 36
12. Security Ownership of Certain Beneficial Owners
and Management 36
13. Certain Relationships and Related Transactions 36

PART IV.

14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 37
<PAGE> 4

PART I

ITEM 1. BUSINESS

GENERAL

Credit Acceptance Corporation ("CAC" or the "Company"), incorporated
in Michigan in 1972, is a specialized financial services company which provides
funding, receivables management, collection, sales training and related
products and services to automobile dealers located in the United States , the
United Kingdom, Canada and Ireland. CAC assists such dealers with the sale of
used vehicles by providing an indirect financing source for buyers with limited
access to traditional sources of consumer credit ("Non- prime Consumers"). As
of December 31, 1996, CAC had relationships with 5,385 automobile dealers and
aggregate gross installment contracts receivable of approximately $1.25
billion. CAC has developed special-purpose management information and operating
systems, utilizing sophisticated computer and telephone interface capabilities,
which allow it to efficiently accept, manage and collect installment contracts
written by participating dealers.

CAC also provides dealers with enhancements to the Company's program
which provide the Non-prime Consumer with the opportunity to purchase a number
of ancillary products, including point-of-sale dual interest collateral
protection insurance provided by third-party insurance carriers, credit life
and disability insurance and vehicle service contracts offered by dealers.
Through a wholly-owned subsidiary, the Company also reinsures credit life and
accident and health insurance policies issued in conjunction with installment
contracts originated by dealers. To a significantly lesser extent, CAC assists
dealers in financing their inventories and businesses by providing floor plan
financing and secured working capital loans. As of December 31, 1996, floor
plan receivables represented 1.4% of total assets while notes receivable
(representing working capital loans) represented 0.2% of total assets.

During October 1994, the Company commenced operations in the United
Kingdom through a subsidiary, offering essentially the same services to dealers
in the United Kingdom as the Company offers in the United States. In November
1996, the Company began operating on a similar basis through subsidiaries in
Canada and Ireland.

PRODUCTS AND SERVICES

CAC derives its revenues from four principal sources: (i) servicing
fees (which are accounted for as finance charges) earned as a result of
servicing and collecting installment contracts originated and assigned to the
Company by dealers; (ii) fees charged to dealers at the time they enroll in the
Company's program; (iii) interest and other income earned primarily in
connection with loans made directly to dealers for floor plan financing and
secured working capital purposes and commissions related to the Company's dual
interest collateral protection insurance program; and (iv) premiums earned from
the Company's insurance and service contract programs. The following table
sets forth the percent relationship to total revenue from each of these
sources.

1
<PAGE> 5

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
PERCENT OF TOTAL REVENUE 1994 1995 1996
<S> <C> <C> <C>
Finance charges . . . . . . . . . . . . . . 81.8% 77.9% 75.0%
Dealer enrollment fees . . . . . . . . . . . 3.6 3.3 4.1
------ ------ ------
Total core products . . . . . . . . . . 85.4 81.2 79.1
------ ------ ------

Interest and other income . . . . . . . . . 7.7 11.2 13.2
Premiums earned . . . . . . . . . . . . . . 6.9 7.6 7.7
------ ------ ------
Total ancillary products . . . . . . . . 14.6 18.8 20.9
------ ------ ------
Total revenue . . . . . . . . . . . . . 100.0% 100.0% 100.0%
====== ====== ======
</TABLE>

PRINCIPAL BUSINESS

CAC's principal business involves: (i) the acceptance of installment
contracts originated and assigned by participating dealers; and (ii) the
subsequent management and collection of such contracts. For installment
contracts meeting the Company's criteria, CAC makes a formula-based cash
payment to the dealer (an "Advance"). The Company may advance up to 90% of the
amount financed with advances typically ranging between 50% and 75% of the
amount financed. To mitigate its risk, at the time of accepting the
assignment of an installment contract, CAC obtains a security interest in the
vehicle and establishes a dealer holdback equal to the gross amount of the
contract, less the Company's servicing fee, which is recorded as a finance
charge. CAC's acceptance of such contracts is without recourse to the general
assets of the dealer.

CAC offers its dealers several Advance alternatives, which are
determined based upon the dealer's history with the Company, the credit profile
of a particular customer and the year, make, model, and mileage of the used
vehicle to be financed.

Monthly cash receipts, related to the aggregate installment contracts
accepted from an individual dealer, are remitted to such dealer, but only
after:

(i) the Company is reimbursed for certain collection costs
relating to all contracts accepted from such dealer;

(ii) the Company receives a servicing fee equal to 20% of the
aggregate net monthly receipts (monthly cash receipts less
certain collection costs); and

(iii) The Company has recovered all advances made to such dealer.

Pursuant to its business strategy, CAC has significantly increased its
network of dealers since 1992. The following table sets forth the number of
dealers in the United States, the United Kingdom, Canada and Ireland and the
total number of dealers for each of the last five years and the percent growth
in the total number of dealers.

2
<PAGE> 6

<TABLE>
<CAPTION>
AS OF DECEMBER 31
-----------------
LOCATION OF DEALERS 1992 1993 1994 1995 1996
- ------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
United States . . . . . . . . . 748 1,092 1,541 2,648 4,361
United Kingdom . . . . . . . . . - - 39 680 947
Ireland . . . . . . . . . . . . - - - - 41
Canada . . . . . . . . . . . . - - - - 36
----- ----- ----- -----
Total dealers . . . . . 748 1,092 1,580 3,328 5,385
===== ===== ===== ===== =====

Growth in Total dealers . . . . 89.8% 46.0% 44.7% 110.6% 61.8%
===== ===== ===== ===== =====
</TABLE>

OPERATIONS

Dealer Selection and Enrollment Fee CAC has adopted a specific policy
to verify that prospective dealers have obtained all necessary licenses related
to automobile financing. A dealer's participation in the Company's program
begins with the execution of a servicing agreement, which requires the dealer
to meet certain criteria.

In addition, a dealer represents that it will only submit contracts to
CAC which satisfy criteria established by the Company, meet certain conditions
with respect to the binding nature and the status of the security interest in
the purchased vehicle and comply with applicable state, federal and foreign
laws and regulations. Dealers receive a monthly statement from the Company,
detailing all transactions on contracts originated by such dealer. Also, where
applicable, the dealer will receive monthly payment from CAC for any portion of
the payments on contracts to which the dealer is entitled under the servicing
agreement.

The servicing agreement may be terminated by the Company or by the
dealer (as long as there is no event of default or an event which, with the
lapse of time, giving of notice or both, would become an event of default) upon
30 days prior written notice. Events of default include (i) the dealer's
failure to perform or observe covenants in the servicing agreement; (ii) the
dealer's breach of a representation in the servicing agreement; (iii) a
misrepresentation by the dealer relating to an installment contract submitted
to the Company or a related vehicle or purchaser; and (iv) the appointment of a
receiver for, or the bankruptcy or insolvency of, the dealer. The Company may
also terminate the servicing agreement immediately in the case of an event of
default by the dealer. Upon any termination by the dealer or in the event of a
default, the dealer must immediately pay the Company: (i) any unreimbursed
collection costs; (ii) any unpaid advances and all amounts owed by the dealer
to the Company; and (iii) a termination fee equal to 20% of the then
outstanding amount of the installment contracts originated by such dealer and
accepted by the Company. Upon receipt in full of such amounts, the Company
reassigns its security interest to the dealer. In the event of a termination
by the Company (or any other termination if the Company and the dealer agree),
the Company may continue to service installment contracts accepted prior to
termination in the normal course of business without charging a termination
fee.

As of December 31, 1996, new dealers located in the United States and
Canada are generally charged a $4,500 dealer enrollment fee, which affords the
dealer access to the Company's training material and programs and helps offset
the administrative expenses associated with new dealer enrollment. No dealer
enrollment fee is charged to dealers in the United Kingdom and Ireland.

Assignment of contracts The dealer assigns title to the installment
contract and the security interest

<PAGE> 7

in the vehicle to the Company. Thereafter, the rights and obligations of the
Company and the dealer are defined by the servicing agreement, which provides
that the contract assignment to the Company is as nominee for the dealer for
the purposes of administration, servicing and collection of the amounts due
under the assigned contract, as well as for security purposes. At the time a
contract is submitted, CAC evaluates the contract to determine if it meets the
Company's cash Advance criteria.

Contract Portfolio The portfolio of installment contracts contains
loans of initial duration generally ranging from six to 36 months, with an
average initial maturity of approximately 30 months. The Company receives a
servicing fee generally equal to 20% of the gross amount of the contract, with
rate of return varying, based upon the amount of the Advance and the maturity
of the contract.

The following table sets forth, for each of the periods indicated, the
average size of installment contracts accepted by the Company, the percent
growth in the average size of contracts accepted and the average initial
maturity of the contracts accepted.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------

AVERAGE CONTRACT DATA 1992 1993 1994 1995 1996
--------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average contract accepted during period . . . . $4,162 $4,415 $5,922 $6,507 $7,249
====== ====== ====== ====== ======
Growth in average contract . . . . . . . . . . (1.6)% 6.1% 34.1% 9.9% 11.4%
====== ====== ====== ====== ======
Average initial maturity (in months) . . . . . 19 20 25 25 30
====== ======= ====== ====== ======
</TABLE>

Servicing and Collections CAC's staff of professional and experienced
collection personnel collect amounts due on installment contracts, assisted by
highly specialized computer and telephone interface systems. CAC installed a
new, state-of-the-art telephone system during 1994 and upgraded this system in
December 1995. This system has significantly improved the Company's ability to
process telephone calls. CAC's computer system provides personnel with
immediate access to all information contained in the customer's contract and
application, including the amount of the contract, maturity, interest rate,
vehicle and reference information and payment history.

Collectors monitor their assigned contracts, assisted by a
computerized priority system, and typically take action on contracts within 15
days of delinquency. If a customer is delinquent, the Company's policy is to
attempt to resolve the delinquency by persuading the customer to make some type
of payment. Since the customer generally has a poor credit history, the
Company's program provides the customer with an opportunity to restore his or
her credit rating. The Company believes its interests are best served by
permitting the customer to retain the vehicle and make payments, even if the
maturity of the loan needs to be extended beyond the original term.

The repossession process typically begins when no payment has been
received for 60 days. At that time, the Company contracts with a third party
to repossess and sell the vehicle at an auction. All third party costs are
added to the amount due from the customer and the dealer Advance amount. If
the proceeds from the auction are not sufficient to cover the total balance
due, the Company may seek to recover its "deficiency balance" from the customer
through legal means, including wage garnishment to the extent permitted by
applicable law. Although the Company continues to pursue collection, the
deficiency balance is charged-off after one year of not receiving any material
payments.

4
<PAGE> 8

ANCILLARY PRODUCTS

The Company continually explores methods by which its business
relationships with dealers may be enhanced. Since 1993, the Company has
introduced several ancillary products, including insurance and service contract
programs and enhancements to floor plan and Advance programs.

Insurance and Service Contract Programs CAC has arrangements with
insurance carriers to assist dealers in offering credit life and disability
insurance to Non-prime Consumers. Pursuant to this program, the Company
advances to dealers an amount equal to the credit life and disability insurance
premium on contracts accepted by the Company, which include credit life and
disability insurance written by the Company's designated insurance carriers.
The Company is not involved in the actual sale of insurance; however, as part
of the program, the insurance carriers cede insurance coverages and premiums
(less a fee) to a wholly-owned subsidiary of the Company, which acts as a
reinsurer of such coverages. As a result, the subsidiary bears the risk of
loss attendant to claims under the coverages ceded to it, and earns revenues
resulting from premiums ceded and the investment of such funds.

CAC, through a subsidiary, operates as an administrator of the vehicle
service contract programs offered by dealers to consumers. Under this program,
the Company is paid an administrative fee and in return agrees to reimburse
dealers for designated amounts that the dealer is required to pay for covered
repairs on the vehicles it sells. The Company advances to dealers an amount
equal to the purchase price of the vehicle service contract on contracts
accepted by the Company which include vehicle service contracts. The Company
has, in turn, subcontracted its obligations to administer these programs to
third parties that have operated such programs for several years.
Nevertheless, the risk of loss (reimbursement obligations in excess of the
purchase price of the vehicle service contract) remains with the Company. CAC
believes this to be an attractive enhancement to its financing program.

CAC has an arrangement with an insurance agent and third party
administrator to market and provide claims administration for a dual interest
collateral protection program. This insurance program, which insures the
financed vehicle against physical damage up to the lesser of the cost to repair
the vehicle or the unpaid balance owed on the related installment contract, is
offered to Non-prime Consumers who finance vehicles through participating
dealers. If desired by a Non-prime Consumer, collateral protection insurance
coverage is written under a group master policy issued by an unaffiliated
insurance carrier to the Company. The Company is not involved in the sale of
the insurance. It is, however, insured under the coverages.

Floor Plan Financing and Secured Working Capital Loans The Company
offers floor plan financing to certain dealers, pursuant to which the Company
makes loans to dealers to finance vehicle inventories, in each case secured by
the inventory, the related proceeds from the future sale of such inventory and
future collections on installment contracts accepted from such dealers. This
financing is provided on a selected basis as an accommodation to both
affiliated and unaffiliated dealers, generally at a floating rate of interest
equal to prime plus 4% (minimum of 12%) on an amount equal to 75% of the market
value of the vehicle financed. On a selected basis, the Company also provides
dealers with working capital loans. These loans are secured by all assets of
the dealer, including any future cash collections owed to the dealer on
installment contracts.

Credit Reporting Services On December 11, 1996, the Company acquired
all of the capital stock of Montana Investment Group, Inc. ("Montana").
Montana is a source of information on Non-prime Consumers, supplying
information not available from traditional consumer information sources.
Montana provides risk assessment, fraud alert and computerized skip tracing
services.

5
<PAGE> 9

The Company continually considers other programs that will increase
its services to dealers. The Company intends that such programs, if
undertaken, will be initially marketed selectively in order to establish strong
operating systems and assess the potential profitability of these services.
Such programs may be discontinued at any time.

SALES AND MARKETING

The Company's program is marketed directly to used vehicle dealers and
to new automobile dealers with used vehicle departments. Marketing efforts are
initially concentrated on a particular geographic area through the distribution
of marketing brochures and via advertising in trade journals and other industry
publications directly to automobile dealers. Follow-up is subsequently
conducted through telemarketing, videotapes and monthly newsletters explaining
the Company's program. Free training seminars are available to dealers
desiring to learn more about the Company's program, as well as to participating
dealers. The Company also establishes relationships with dealers through
referrals from participating dealers.

CAC employs experienced sales and marketing professionals (sales
representatives) both at the Company's headquarters and in the field for
purposes of enrolling new dealers and providing services to existing dealers.
The sales force also includes non-employee individuals (sales agents) operating
on a contract basis. Sales personnel are compensated on an incentivized,
formula basis, which provides specific commissions for levels and types of
contracts generated and dealers enrolled in the Company's program.

CAC provides dealers with training regarding the operation of the
Company's program. Seminars are held on a regular basis at the Company's
headquarters and periodically at locations throughout the country. Pursuant to
the servicing agreement, each dealer agrees to attend at least one such seminar
each calendar year.

In an effort to better align the long-term interests of participating
dealers with those of the Company and to increase the volume of contracts per
dealer, the Company has implemented the CAC Century Club. This program offers
dealers the opportunity to profit from the growth of the Company by granting
the dealers stock options based on the number of contracts accepted by the
Company from the dealer. As of December 31, 1996, approximately 500 dealers
are included in the program.

Options are generally granted to dealers based on the Company
accepting a minimum of 100 contracts from the dealer in a calendar year. Upon
the Company's acceptance of 100 contracts from a dealer, the dealer receives an
option to purchase 1,000 shares of Common Stock. The dealer receives an option
to purchase an additional 200 shares for each additional 100 contracts accepted
by the Company from the dealer. The exercise price for the options is equal to
the fair market value of the Common Stock on the date of the grant. Such
options become exercisable in three annual installments beginning one year
after grant and expire five years after grant.

The Company has selected ten Century Club dealers as part of a dealer
Advisory Board which meets periodically to discuss the Company's financing
programs and offer suggestions for enhancements of the Company's products and
services.

CREDIT LOSS POLICY AND EXPERIENCE

CAC maintains an allowance for credit losses which, in the opinion of
management, adequately

6
<PAGE> 10

reserves against expected future losses in the portfolio of receivables. The
risk of loss to the Company related to the installment contracts receivable
balance relates primarily to the earned but unpaid servicing fee or finance
charge recognized on contractually delinquent accounts. To the extent that the
Company does not collect the gross amount of the contract, the remaining gross
installment receivable contract balance is charged off against dealer
holdbacks, unearned finance charges, and the allowance for credit losses. CAC
also maintains a reserve against advances to dealers that are not expected to
be recovered through collections on the related installment contract receivable
portfolio. Credit loss experience, changes in the character and size of the
receivables portfolio, the dealer Advance balance and management's judgment are
primary factors used in assessing the overall adequacy of the allowance for
credit losses and the Advance reserve and the resulting provision for credit
losses. Ultimate losses may vary from current estimates and the amount of the
provision, which is a current expense, may be either greater or less than
actual charge offs.

Revenue on installment contracts receivable is recognized under the
interest method of accounting until the underlying obligation is 120 days
contractually past due. At such time, the Company suspends the accrual of
revenue and makes a provision for credit losses equal to the earned but unpaid
balance. In all cases, installment contracts on which no material payment has
been received for one year are charged off against the related dealer holdback
and the allowance for credit losses. Because any remaining aggregate
installment contracts for a given dealer are available to recover advances from
such dealer, the risk of loss to the Company is mitigated.

COMPETITION

The Non-prime Consumer finance market is very fragmented and highly
competitive. The Company believes that there are numerous competitors
providing, or capable of providing, financing programs through dealers to
purchasers of used vehicles. The Company also competes, indirectly, with
dealers operating dealer-financed programs. Because the Company's program is
directed to provide financing to individuals who cannot ordinarily qualify for
traditional financing, the Company does not believe that it competes currently
with commercial banks, thrifts, automobile finance companies and others that
apply more traditional lending criteria to the credit approval process.
Historically, these traditional sources of used vehicle financing (some of
which are larger, have significantly greater financial resources and have
relationships with captive dealer networks) have not served the Company's
market segment consistently. The finance subsidiaries of major automobile
manufacturers often expand their marketing efforts to capture portions of the
Company's market in order to meet vehicle sales volume objectives, only to
withdraw from such markets once their marketing goals have been met. Savings
and loans and other financial institutions have also occasionally serviced this
market in the past as have local, regional, and national independent finance
companies. Many of these organizations have withdrawn from the auto finance
business entirely or reduced the scope of their auto finance operations. In
many cases, those organizations electing to remain in the auto finance business
have refocused their lending program on higher credit quality customers. As a
result of these factors, the Company's market is primarily served by smaller
finance organizations which solicit business when and as their capital
resources allow. The Company intends to capitalize on this market segment's
lack of A major, consistent financing source. However, if such a competitor
were to enter the Company's market segment, the Company's financial position
and results of operations could be materially adversely affected. The Company
believes that it can compete on the basis of service provided to its
participating dealers and superior collection performance.

7
<PAGE> 11

CUSTOMER AND GEOGRAPHIC CONCENTRATIONS

Installment contracts receivable attributable to contracts accepted
from affiliated dealers represented approximately 7%, 5% and 4% of gross
installment contracts receivable at the end of 1994 through 1996, respectively.
Approximately 5%, 6% and 3% of the value of installment contracts accepted
and approximately 5%, 5% and 3% of the number of installment contracts accepted
by the Company during 1994, 1995 and 1996, respectively, were originated by
affiliated dealers. Affiliated dealers are not obligated to continue doing
business with CAC, nor are they precluded from owning or operating businesses
which may compete with the Company. As of December 31, 1996, approximately 30%
of the participating dealers in the United States were located in Michigan,
Ohio, Indiana, Illinois and Missouri and these dealers accounted for
approximately 34.6% of the number of contracts accepted from United States
dealers in 1996. As of December 31, 1996, approximately 18% of the Company's
total dealers were located in the United Kingdom and during 1996 these dealers
accounted for approximately 14.5% of the new contracts accepted by the Company.
No single dealer (including no single affiliated dealer) accounted for more
than 10% of the number of installment contracts accepted by the Company during
1994, 1995 or 1996.

The following table sets forth, for each of the last three years the
Company's domestic and foreign operations, the amount of revenues from
unaffiliated customers, operating profits or loss and identifiable assets.
<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED
DECEMBER 31,
1994 1995 1996
-------- --------- ----------
<S> <C> <C> <C>
Revenues from unaffiliated customers (In thousands)
United States $ 54,464 $ 81,820 $107,315
United Kingdom 11 3,261 16,600
Ireland n/a n/a 1
Canada n/a n/a 18
Operating income or loss (1)
United States $ 31,842 $ 45,144 $ 54,302
United Kingdom (248) 349 9,348
Ireland n/a n/a (58)
Canada n/a n/a 16
Identifiable assets
United States $425,622 $ 646,601 $934,076
United Kingdom 284 39,839 139,764
Ireland n/a n/a 337
Canada n/a n/a 241
</TABLE>

(1) Calculated after deducting interest expense, but before provision for
income taxes.

REGULATION

The Company's business is subject to various state, federal and foreign
laws and regulations which require licensing and qualification, limit interest
rates, fees and other charges associated with the installment contracts
assigned to the Company, require specified disclosures by automobile dealers to
consumers, govern the sale and terms of the ancillary products and define the
Company's rights to repossess and sell collateral. Failure to comply with, or
an adverse change in, these laws or regulations could have a material adverse
effect on the Company by, among other things, limiting the states or countries
in which the Company may operate restricting the Company's ability to realize
the value of the collateral securing the contracts, or resulting in

8
<PAGE> 12

potential liability related to contracts accepted from dealers. In addition,
governmental regulations which would deplete the supply of used vehicles, such
as environmental protection regulations governing emissions or fuel
consumption, could have a material adverse effect on the Company. The Company
is not aware of any such legislation currently pending. The Company has
temporarily suspended its acceptance of installment contracts in the District
of Columbia pending receipt of regulatory approval of contract forms.

The sale of insurance products by dealers is also subject to state laws and
regulations. As the Company does not deal directly with consumers in the sale
of insurance products, it does not believe that its business is significantly
affected by such laws and regulations. Nevertheless, there can be no assurance
that insurance regulatory authorities in the jurisdictions in which such
products are offered by dealers will not seek to regulate the Company or
restrict the operation of the Company's business in such jurisdictions. Any
such action could materially adversely affect the income received from such
products. CAC's credit life and disability reinsurance subsidiary is
licensed, and is subject to regulation, in the state of Arizona, and CAC's
insurance agency subsidiaries are licensed in the states of Michigan, Illinois,
Ohio and Indiana.

The Company's operations in the United Kingdom, Canada and Ireland are also
subject to various laws and regulations. Generally, these requirements tend to
be no more restrictive than those in effect in the United States.

The Company believes it is in substantial compliance with all applicable
laws and regulations. The Company's servicing agreement with dealers provides
that the dealer shall indemnify the Company with respect to any loss or expense
the Company incurs as a result of the dealer's failure to comply with
applicable laws and regulations.

EMPLOYEES

As of December 31, 1996, the Company employed 579 persons, 356 of whom were
collection personnel, 88 were contract origination and processing personnel,
48 were marketing professionals, 11 were accounting professionals and the
remainder were management or support personnel. The Company's employees have
no union affiliations and the Company believes its relationship with its
employees is good.

ITEM 2. PROPERTIES

The Company's headquarters are located at 25505 West Twelve Mile Road,
Southfield, Michigan 48034. The Company purchased the office building in 1993,
which it financed in part by a loan secured by a mortgage on the building. The
office building includes approximately 118,000 square feet of space on five
floors. The Company occupies approximately 41,000 square feet of the building,
with most of the remainder of the building leased to various tenants. The
Company plans to continue to lease out excess space in the building until such
time as the Company's expansion needs require it to occupy additional space.

The Company leases an office building in Worthing, West Sussex, in the
United Kingdom, which is the headquarters for the Company's United Kingdom
operations. The Company occupies approximately 9,000 square feet of the
building under a lease expiring in September 1997.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to routine legal proceedings incidental to its
business, and does not expect that

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<PAGE> 13

these proceedings will have a material adverse effect on the business or
financial condition of the Company. The Company believes that it is in
compliance with all applicable laws and regulations and its servicing agreement
with dealers contains representations from dealers that they are acting in
compliance with such laws and regulations.

Due to the consumer-oriented nature of the industry in which the Company
operates, industry participants frequently are named as defendants in
litigation involving alleged violations of state, federal and foreign truth in
lending, credit availability, credit reporting, consumer protection, warranty,
debt collection, insurance and other consumer-oriented laws and regulations, if
applicable. Many of these cases are filed as purported class actions and seek
damages in large dollar amounts and have received significant attention in
recent years due to large punitive awards by juries, particularly in Alabama,
where the plaintiff bar has been very active in bringing claims against finance
companies. Although the Company has been, and is currently, involved in
litigation of this type, the Company's experience has been that such claims are
often brought as counterclaims in response to efforts by the Company to collect
delinquent accounts and have not been financially significant. Direct claims
by consumers against the Company have been infrequent and no class actions have
been certified against the Company.

There can be no assurance that the frequency of litigation will not
increase as the Company's business activities continue to expand. The Company
believes that the structure of its dealer program and the ancillary products,
including the terms and conditions of its servicing agreement with dealers, may
mitigate its risk of loss in any such litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

10
<PAGE> 14

ITEM 5. MARKET PRICE AND DIVIDEND INFORMATION

The Company's Common Stock is traded on the Nasdaq Stock Market's National
Market (symbol CACC). The high and low sale prices for the Common Stock for
each quarter during the two year period ending December 31, 1996 as reported by
the National Association of Securities dealers, Inc., are set forth in the
following table.

<TABLE>
<CAPTION>
1995 1996
---------------- ----------------
Quarter Ended High Low High Low
------------------------------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
March 31 .................................. $22.75 $16.00 $24.50 $14.75
June 30.................................... 22.75 17.75 24.00 17.25
September 30............................... 28.75 20.13 28.50 17.13
December 31................................ 29.25 19.00 27.50 22.25
</TABLE>

As of December 31, 1996, the approximate number of beneficial holders
and shareholders of record of the Common Stock was 6,000 based upon securities
position listings furnished to the Company.

Other than the dividend paid in connection with the Company's
conversion from S corporation status to C corporation status during 1992, the
Company has never paid and has no present plans to pay any cash dividends on
its Common Stock. The Company intends to retain its earnings to finance the
growth and development of its business. The Company's credit agreements contain
certain covenants pertaining to the Company's tangible net worth which may
indirectly limit the payment of dividends on Common Stock.

On December 11, 1996, the Company acquired all of the outstanding
shares of Montana Investment Group, Inc. ("Montana") in exchange for a total of
200,000 shares of CAC Common Stock which were issued to the two shareholders of
Montana. The issuance of such shares was exempt from registration under
Section 4(2) of the Securities Act of 1933.

11
<PAGE> 15

ITEM 6. SELECTED FINANCIAL DATA

The selected income statement and balance sheet data presented below
for and as of each of the five years ended December 31, 1996 are derived from
the Company's consolidated financial statements, audited by Arthur Andersen
LLP, independent public accountants. The selected financial data presented
below as of December 31, 1995 and 1996 and for the years ended December 31,
1994, 1995 and 1996 should be read in conjunction with the Company's
consolidated audited financial statements and notes thereto and "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations," included elsewhere in this Report.

<TABLE>
<CAPTION>
(Dollars in thousands, except per share data) 1992 1993 1994 1995 1996
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue:
Finance charges . . . . . . . . . . . . . . . $ 15,864 $ 25,710 $ 44,550 $ 66,276 $ 92,944
Interest and other fees . . . . . . . . . . . 1,730 1,690 4,219 9,491 16,309
Dealer enrollment fees . . . . . . . . . . . . 1,097 1,676 1,950 2,810 5,028
Premiums earned . . . . . . . . . . . . . . . 890 3,756 6,504 9,653
--------- -------- -------- -------- --------
Total revenue . . . . . . . . . . 18,691 29,966 54,475 85,081 123,934
--------- -------- -------- -------- --------
Costs and Expenses:
Salaries and wages . . . . . . . . . . . . . . 2,828 4,211 6,893 9,499 11,675
General and administrative . . . . . . . . . . 2,268 3,517 6,832 9,870 14,305
Provision for credit losses . . . . . . . . . 1,750 1,463 3,603 7,066 13,071
Sales and marketing . . . . . . . . . . . . . 557 1,166 1,320 2,347 4,647
Provision claims . . . . . . . . . . . . . . . 431 1,582 1,964 3,060
Interest . . . . . . . . . . . . . . . . . 114 2,651 8,785 13,568
---------- ---------- ---------- ---------- ----------
Total costs and expenses . . . . . 7,517 10,788 22,881 39,531 60,326
---------- ---------- ---------- ---------- ----------
Operating Income . . . . . . . . . . . . . . . . . 11,174 19,178 31,594 45,550 63,608
Foreign exchange gain (loss) . . . . . . . . . (57) 27
---------- ---------- ---------- ---------- ----------
Income before income taxes . . . . . . . . . . . . 11,174 19,178 31,594 45,493 63,635
Provision for income taxes (A) . . . . . . . . . . 3,760 6,783 11,024 15,921 22,126
---------- ---------- ---------- ---------- ----------
Net income(A) . . . . . . . . . . . . . . . . . $7,414 $12,395 $20,570 $29,572 $41,509
---------- ---------- ---------- ---------- ----------

Net income per common share (B) . . . . . . . . . . $.20 $.29 $.49 $.68 $.89
---------- ---------- ---------- ---------- ----------

Weighted average shares outstanding (B) . . . . . . 37,537,868 42,106,762 42,316,105 43,527,770 46,623,655
---------- ---------- ---------- ---------- ----------

BALANCE SHEET DATA :

Installment contracts receivable, net . . . . . . . $107,865 $184,273 $402,379 $652,452 $1,029,951
Floor plan receivables . . . . . . . . . . . . . . 2,217 4,555 7,115 13,249 15,493
Notes receivable . . . . . . . . . . . . . . . . . 4,665 1,741 2,459 3,232 2,663
All other assets . . . . . . . . . . . . . . . . . 13,436 12,320 13,953 17,507 26,311
---------- ---------- ---------- ---------- ----------
Total assets . . . . . . . . . . . . . . . . . $128,183 $202,889 $425,906 $686,440 $1,074,418
---------- ---------- ---------- ---------- ----------

Dealer holdbacks, net . . . . . . . . . . . . . . . $79,614 $135,071 $251,997 $363,519 $ 496,434
Total debt . . . . . . . . . . . . . . . . . 4,550 79,652 95,780 288,899
Other liabilities . . . . . . . . . . . . . . . . . 6,345 8,559 18,517 28,166 42,942
---------- ---------- ---------- ---------- ----------
Total liabilities . . . . . . . . . . . . . . 85,959 148,180 350,166 487,465 828,275
---------- ---------- ---------- ---------- ----------
Shareholders' equity (C) . . . . . . . . . . . . . 42,224 54,709 75,740 198,975 246,143
---------- ---------- ---------- ---------- ----------
Total liabilities and shareholders' equity . . $ 128,183 $202,889 $425,906 $ 686,440 $1,074,418
========== ========== ========== ========== ==========

- -----------------------
</TABLE>
(A) In 1992 net income and net income per share numbers are pro forma,
reflecting the impact of the Company's conversion from S corporation
status, and incorporate pro forma tax adjustments. The actual provision
for income taxes and net income amounts for 1992 were $2,549,000 and
$8,625,000, respectively.
(B) On September 29, 1995 the Company consummated a public offering of
3,900,000 shares of its Common Stock.
(C) No dividends were paid during the period presented other than the dividend
paid in conjunction with the Company's conversion from S corporation status
to C corporation status in 1992.

12
<PAGE> 16

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

The Company is a specialized financial services company providing funding,
receivables management, collection, sales training and related products and
services to automobile dealers located in the United States, the United
Kingdom, Ireland and Canada. The Company assists such dealers by providing them
with an indirect source of financing for buyers of used vehicles with limited
access to traditional sources of consumer credit. In addition, and to a
significantly lesser extent, the Company provides floor plan financing and
secured working capital loans to dealers, secured by the related vehicle
inventory and any future cash collections owed to the dealer on contracts
accepted under the Company's program. As of December 31, 1996, the Company's
dealer network was comprised of 11 affiliated dealers and 5,374 non-affiliated
dealers, operating in 50 states, the United Kingdom, Ireland and Canada.

The Company's relationship with a dealer is defined by: (i) the servicing
agreement which sets forth the terms and conditions associated with the
Company's acceptance of a contract from a dealer; and (ii) the contract, which
is a retail installment sales contract between a dealer and a purchaser of a
used vehicle, providing for payment over a specified term. The dealer assigns
title to the contract and the security interest in the vehicle to the Company.
Thereafter, the rights and obligations of the Company and the dealer are
defined by the servicing agreement, which provides that a contract is assigned
to the Company as nominee for the dealer for purposes of administration,
servicing and collection of the amount due under the assigned contract, as well
as for security purposes. The Company takes title to the contract as nominee
and records the gross amount of the contract as a gross installment contract
receivable and the amount of its "servicing fee" (see below) as an unearned
finance charge which, for balance sheet purposes, is netted from the gross
amount of the contract. The dealer maintains certain rights in future
collections, with the Company recording the remaining portion of the contract
(the gross amount of the contract less the unearned finance charge) as a
"dealer holdback". For balance sheet purposes, dealer holdbacks are shown net
of any advances made by the Company to the dealer in connection with accepting
the assignment of a contract.

The Company's program allows dealers to establish the interest rate on
contracts, which typically is the maximum rate allowable by the state or
country in which the dealer is doing business. As the majority of the Company's
revenue is derived from the servicing fee it receives on the gross amount due
under the contract (typically 20% of the principal and interest), the Company's
revenues from servicing fees are not materially impacted by changes in interest
rates. The Company's income is principally dependent upon the gross value of
contracts accepted, which is determined by the number of contracts accepted and
the amount of the average contract. The Company's contracts are: (i) secured by
the related vehicle; and (ii) short-term in duration (generally maturing in six
to 36 months, with an initial average maturity of approximately 30 months). The
interest rates charged on floor plan financing and secured working capital
loans are typically prime plus 4%.

The Company's subsidiaries provide additional services to dealers. One
such subsidiary is primarily engaged in the business of reinsuring credit life
and accident and health insurance policies issued to borrowers under contracts
originated by dealers. The policies insure the holder of the contract for the
outstanding balance payable in the event of death or disability of the debtor.
Premiums are ceded to the subsidiary on both an earned and written basis and
are earned over the life of the contracts using pro rata and sum-of-digits
methods. A second subsidiary administers short-term limited extended service
contracts offered by dealers. In connection therewith, the subsidiary bears the
risk of loss for any repairs covered under the service contract. Income is
recognized on a straight-line basis over the life of the service contracts.

13
<PAGE> 17

RESULTS OF OPERATIONS

The following table sets forth the percent relationship of certain items
to total revenue for the periods indicated.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------------------
PERCENT OF TOTAL REVENUES 1994 1995 1996
- ------------------------------------------------------------------ ----- ----- -----
<S> <C> <C> <C>
Finance charges....................................................... 81.8% 77.9% 75.0%
Interest and other income............................................. 7.7 11.2 13.2
Dealer enrollment fees................................................ 3.6 3.3 4.1
Premiums earned....................................................... 6.9 7.6 7.7
----- ----- -----
Total revenue.................................................... 100.0 100.0 100.0
----- ----- -----

Salaries and wages.................................................... 12.7 11.1 9.4
General and administrative............................................ 12.5 11.6 11.5
Provision for credit losses........................................... 6.6 8.3 10.5
Sales and marketing................................................... 2.4 2.8 3.7
Provision for claims.................................................. 2.9 2.3 2.5
Interest.............................................................. 4.9 10.3 10.9
----- ----- -----
Total costs and expenses......................................... 42.0 46.4 48.5
----- ---- ----

Operating income...................................................... 58.0 53.6 51.5
Foreign exchange gain (loss)..................................... - (0.1) -
----- ----- -----
Income before income taxes............................................ 58.0 53.5 51.5
Provision for income taxes.......................................... 20.2 18.7 18.0
----- ----- -----
Net income............................................................
37.8% 34.8% 33.5%
===== ===== =====
</TABLE>

Year Ended December 31, 1995 Compared To Year Ended December 31, 1996

Total Revenue Total revenue increased from $85.1 million in 1995 to
$123.9 million in 1996, an increase of $38.8 million or 45.6%. This increase
was primarily due to the increase in finance charge revenue resulting from an
increase in installment contracts receivable. The increase in installment
contracts receivable was primarily the result of an increase in the number of
dealers participating in the Company's program, and an increase in the average
contract size. The Company enrolled 2,487 new dealers into the Company's
program during 1996, bringing the total number of dealers to 5,385 as of
December 31, 1996 (including 947 in the United Kingdom, 41 in Ireland and 36 in
Canada), compared to 3,328 as of December 31, 1995 (including 680 in the United
Kingdom and none in Ireland and Canada). The average yield on the Company's
portfolio was approximately 12.4% and 10.9% in 1995 and 1996, respectively. The
decline in the average yield principally resulted from an increase in the
percent of contracts which were greater than 120 days contractually past due
(which were 31.8% and 34.1% of contracts as of December 31, 1995 and 1996,
respectively). The increase in the level of contractual past due contracts,
while significant, is mitigated by the fact that when a contract is 120 days
contractually past due, the Company (i) transfers the contract to a non-accrual
status; and (ii) makes a provision to credit losses equal to the earned but
unpaid revenue previously recognized on such contract. In addition, the
decline in the average yield was also the result of an increase in the average
outstanding term of the Company's contract portfolio.

Also contributing to the increase in total revenue were premiums
earned on the Company's credit life and service contract programs. Premiums
earned increased as a percent of total revenue from 7.6% in 1995 to 7.7% in
1996. Interest and other income increased as a percent of total revenue from
11.2% in 1995 to 13.2% in 1996. The increase is primarily due to commissions
earned on credit life and service contract products offered by dealers, as well
as an increase in interest earned on floor plan financing which resulted from
higher floor plan balances. Earned dealer enrollment fees increased as a
percent of revenue from 3.3% in 1995 to 4.1% in 1996. These fees, and the
related direct incremental costs of originating these fees, are deferred and
amortized on a straight-line basis over the estimated repayment term of the
outstanding Advance. The increase is due to the continued increase in the
number of dealers enrolled in the Company's financing program.

14
<PAGE> 18

Salaries and Wages Salaries and wages, as a percent of total
revenue, decreased from 11.1% in 1995 to 9.4% in 1996. The Company continues to
benefit from increased efficiencies, which have allowed it to increase revenue
with a less than proportionate increase in personnel costs.

A portion of management personnel compensation paid by the Company is
charged to a company controlled by the Company's Chairman (the "Affiliated
Company"), based upon the percentage of time spent working for the Affiliated
Company. The Company charged the Affiliated Company approximately $354,000 and
$311,000 in 1995 and 1996, respectively. Shared employees devote between 30%
and 90% of their time to the Company, depending on their responsibilities. The
Company believes that the amounts charged by the Company are representative of
the respective employees' activities.

General and Administrative General and administrative expenses, as a
percent of total revenue, decreased from 11.6% in 1995 to 11.5% in 1996. This
decrease reflects the Company's ability to benefit from economies of scale,
increasing revenue with a less than proportionate increase in general and
administrative costs.

Provision for Credit Losses The amount provided for credit losses,
as a percent of total revenue, increased from 8.3% in 1995 to 10.5% in 1996.
The increase is the result of an increase in amounts provided to cover
anticipated credit losses from certain advances made to dealers which the
Company does not expect to recover and is to a lesser extent a result of an
increase in the percent of installment contracts receivable which are greater
than 120 days contractually past due.

Sales and Marketing Sales and marketing expenses, as a percent of
total revenue, increased from 2.8% in 1995 to 3.7% in 1996. The increase is
primarily the result of increased sales commissions as a result of the
increased rate of enrollment of new dealers into the Company's program, as well
as an increase in other costs directly associated with the enrollment of new
dealers.

Provision for Claims The amount provided for insurance and service
contract claims, as a percent of total revenue, increased from 2.3% in 1995 to
2.5% in 1996. This increase was a result of an increase in the provision for
claims as a percentage of premiums earned from 30.2% in 1995 to 31.7% in 1996
due to slightly higher levels of claims under insurance policies and service
contracts.

The Company has established claims reserves based on accumulated
estimates of claims reported but unpaid, plus estimates of incurred but
unreported claims. The Company believes the reserves are adequate to cover
future claims associated with the programs.

Interest Expense Interest expense, as a percent of total revenue,
increased from 10.3% in 1995 to 10.9% in 1996. The increase was primarily the
result of an increase in average total outstanding borrowings. The increase
was partially offset by lower average borrowing rates on the revolving credit
facility in 1996. The Company expects to continue to borrow in future periods
to assist in funding the continued growth of the Company.

Operating Income As a result of the aforementioned factors,
operating income increased from $45.6 million in 1995 to $63.6 million in 1996,
an increase of $18.0 million or 39.5%.

Foreign Exchange Gain (Loss) The Company incurred a foreign exchange
loss of $57,000 in 1995 and a foreign exchange gain of $27,000 in 1996. The
gain and loss were the result of the effect of exchange rate fluctuations
between the U.S. dollar and foreign currencies on unhedged intercompany
balances between the Company and its subsidiaries which operate outside the
United States.

Provision for Income Taxes The provision for income taxes increased
from $15.9 million in 1995 to $22.1 million in 1996. The increase is due to a
higher level of pretax income in 1996. The effective tax rate was 35.0% in 1995
and 34.8% in 1996.

15
<PAGE> 19

Year Ended December 31, 1994 Compared To Year Ended December 31, 1995

Total Revenue Total revenue increased from $54.5 million in 1994 to
$85.1 million in 1995, an increase of $30.6 million or 56.2%. This increase was
primarily due to the increase in finance charge revenue resulting from an
increase in the dollar value of installment contracts receivables. The increase
in installment contracts receivables is primarily the result of an increase in
the number of dealers participating in the Company's program and an increase in
the average contract size. The Company enrolled 1,920 new dealers into the
Company's program during 1995, bringing the total number of dealers to 3,328 as
of December 31, 1995 compared with 1,580 as of December 31, 1994. The average
yield on the Company's installment contract portfolio was approximately 15.0%
and 12.4% in 1994 and 1995, respectively. The decrease in the average yield
principally resulted from an increase in the percent of contracts which were
greater than 120 days contractually past due (which were 22.5% and 31.8% of
installment contracts as of December 31, 1994 and 1995, respectively). The
increase in the level of contractual past due contracts, while significant, is
mitigated by the fact that when a contract is 120 days contractually past due,
the Company: (i) transfers the contract to a non-accrual status; and (ii) makes
a provision to credit losses equal to the earned but unpaid revenue previously
recognized on such contract. To a lesser extent, the decline in the average
yield was also the result of an increase in the average outstanding term of the
Company's installment contract portfolio.

Also contributing to the increase in total revenue were premiums
earned on the Company's credit life and service contract programs. Premiums
earned increased as a percent of total revenue from 6.9% in 1994 to 7.6% in
1995. It is expected that revenue from these programs will continue to grow in
future periods as the credit life and service contract programs are offered by
a greater number of dealers. Interest and other income increased as a percent
of revenue from 7.7% in 1994 to 11.2% in 1995. This increase was primarily due
to an increase in revenue earned from the Company's dual interest collateral
protection insurance program, as the program continues to be expanded to a
greater number of dealers, as well as an increase in interest earned on floor
plan financing which resulted from higher floor plan balances and increased
interest rates in 1995. Earned dealer enrollment fees decreased as a percent
of revenue from 3.6% in 1994 to 3.3% in 1995. These fees, and the related
direct incremental costs of originating these fees, are deferred and amortized
on a straight-line basis over the estimated repayment term of the outstanding
Advance.

Salaries and Wages Salaries and wages, as a percent of total
revenue, decreased from 12.7% in 1994 to 11.1% in 1995. The Company continues
to benefit from increased efficiencies which have allowed it to increase
revenue with a less than proportionate increase in personnel costs.

A portion of management personnel compensation paid by the Company is
charged to the Affiliated Company based upon their percentage of time spent
working for the Affiliated Company. The Company charged the Affiliated Company
approximately $428,000 and $354,000 in 1994 and 1995, respectively. Shared
employees devoted between 30% and 90% of their time to the Company, depending
on their responsibilities. The Company believes that the amounts charged by
the Company are representative of the respective employees' activities.

General and Administrative General and administrative expenses, as a
percent of total revenue, decreased from 12.5% in 1994 to 11.6% in 1995. This
decrease reflects the Company's ability to benefit from economies-of-scale,
increasing revenue with a less than proportionate increase in general and
administrative costs.

Provision for Credit Losses The amount provided for credit losses,
as a percent of total revenue, increased from 6.6% in 1994 to 8.3% in 1995. The
increase is the result of an increase in the percent of installment contracts
receivable which are greater than 120 days contractually past due. This
increase was partially offset by a decrease, as a percent of revenue, in
amounts provided to cover anticipated credit losses from certain advances made
to dealers which the Company does not expect to recover.

Sales and Marketing Sales and marketing expenses, as a percent of
total revenue, increased from 2.4% in 1994 to 2.8% in 1995. The increase is
primarily the result of increased sales commissions as a result of the
increased rate of enrollment of new dealers into the Company's program, as well
as an increase in other costs directly associated with the enrollment of new
dealers.

Provision for Claims The amount provided for insurance and service
contract claims, as a percent of total revenue, decreased from 2.9% in 1994 to
2.3% in 1995. This decrease was the result of a proportionate decrease in the

16
<PAGE> 20

level of reserves necessary to cover unpaid claims, including incurred but
unreported claims.

Interest Expense Interest expense, as a percent of total revenue,
increased from 4.9% in 1994 to 10.3% in 1995. The increase was primarily the
result of an increase in average total outstanding borrowings and, to a
significantly lesser extent, an increase in the average rate of interest. The
Company expects to continue to borrow in future periods to assist in funding
the continued growth of the Company.

Operating Income As a result of the aforementioned factors,
operating income increased from $31.6 million in 1994 to $45.6 million in 1995,
an increase of $14.0 million or 44.2%.

Foreign Exchange Gain (Loss) The Company incurred a foreign exchange
loss of $57,000 in 1995. This loss was the result of the effect of exchange
rate fluctuations between the U.S. dollar and British pound sterling on
unhedged intercompany balances between the Company and its subsidiary that
operates in the United Kingdom.

Provision for Income Taxes The provision for income taxes increased
from $11.0 million in 1994 to $15.9 million in 1995. The increase is due to a
higher level of pretax income in 1995. The effective tax rate was 34.9% in
1994 and 35.0% in 1995.

CREDIT LOSS POLICY AND EXPERIENCE

The Company maintains an allowance for credit losses which, in the
opinion of management, adequately reserves against expected future losses in
the portfolio of receivables. The risk of loss to the Company related to the
installment contracts receivable balances relates primarily to the earned but
unpaid servicing fee or finance charge recognized on contractually delinquent
accounts. The Company also maintains a reserve against advances that are not
expected to be recovered through collections on the related contract portfolio.
Advance balances are reviewed by management on a monthly basis, and those which
are deemed to be unrecoverable are charged against the reserve. Credit loss
experience, changes in the character and size of the receivables portfolio, the
Advance balance and management's judgment are primary factors used in assessing
the overall adequacy of the allowance and Advance reserve and the resulting
provisions for credit losses. Ultimate losses may vary from current estimates
and the amount of the provision, which is a current expense, may be either
greater or less than actual charge offs.

Servicing Fees, which are booked as Finance Charges, are recognized
under the interest method of accounting until the underlying obligation is 120
days contractually past due. At such time, the Company suspends the accrual of
revenue and makes a provision for credit losses equal to the earned but unpaid
revenue. In all cases, contracts on which no material payment has been received
for one year, are charged off against the related dealer holdback and the
allowance for credit losses. As future payments on any remaining aggregate
contracts from a given dealer are available to recover all advances from such
dealer, the risk of loss to the Company is mitigated.

17
<PAGE> 21

The following table sets forth information relating to charge offs,
the allowance for credit losses, the reserve on advances, and dealer holdbacks.
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------

1994 1995 1996
---- ---- ----
<S> <C> <C>
(In thousands)
Provision for credit losses - installment contracts . . . . $ 2,235 $ 5,323 $ 7,222
Provision for credit losses - advances . . . . . . . . . . . 1,368 1,743 5,849

Charged against dealer holdbacks . . . . . . . . . . . . . . 22,975 55,648 103,497
Charged against unearned finance charges . . . . . . . . . 4,874 11,844 23,045
Charged against allowance for credit losses . . . . . . . . . 1,079 1,776 2,863
-------- ------- --------
Total contracts charged off . . . . . . . . . . . . . . . . . $28,928 $69,268 $129,405
======= ======= ========

Net charge off against the reserve on advances . . . . . . . $ 144 $ 86 $ 444
</TABLE>

<TABLE>
<CAPTION>
As of December 31,
-----------------------
Credit Ratios 1994 1995 1996
- -------------------------------------------------------------- ---- ---- ----

<S> <C> <C> <C>
Allowance for credit losses as a percent of gross installment
contracts receivable . . . . . . . . . . . . . . . . . . . 0.9% 1.0% 1.0%

Reserve on advances as a percent of advances . . . . . . . . 1.2% 1.2% 1.7%
Dealer holdbacks as a percent of installment
contracts receivable . . . . . . . . . . . . . . . . . . . 78.8% 79.5% 79.8%

</TABLE>

The Company's relatively low level of amounts charged against the
allowance for credit losses is due to, among other factors:

(i) the requirement that each installment contract accepted must
meet established, formula-based criteria prior to the Company
making an Advance on such contract;
(ii) experienced personnel, using computer-assisted accounts
receivable management and collection systems;
(iii) the security interest the Company receives in the vehicle at
the time it accepts an installment contract; and
(iv) the high level of dealer holdbacks, relative to the amount of
installment contracts.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal need for capital is to fund cash advances made to
dealers in connection with the acceptance of contracts and for the payment of
dealer holdbacks to dealers who have repaid their Advance balances. These cash
outflows to dealers increased from $342 million in 1995 to $540 million in
1996. These amounts have been funded from existing resources, cash collections
on contracts and income from operations. In 1996, the Company borrowed
approximately $200 million, through the sale of $70.0 million of senior notes
and advances under its credit agreement to assist in funding the Company's
operations. The increased need for capital is primarily the result of the
continued growth in new contracts accepted. To a lesser extent, the increased
need for capital is also due to an increase in the amount advanced per contract,
continued increases in Dealer's utilization of service contract products
offered by the Company, and amounts needed to fund the Company's operations in
the United Kingdom and, to a lesser extent, in Ireland and Canada.

The Company has a $250.0 million credit agreement with a commercial bank
syndicate. The agreement consists of a $150.0 million facility, with a
commitment period through December 3, 1997, and a $100.0 million facility, with
a commitment period through December 4, 1999. Both facilities are subject to
annual extensions for additional one year periods, at the request of the
Company and with the consent of each bank in the facility. Borrowings are
unsecured with interest payable at either the Eurocurrency rate plus a minimum
of 61.25 basis points and a maximum of 120 basis points (currently 82.5 basis
points), dependent on the Company's debt rating, or at the prime rate.
Eurocurrency borrowings may be fixed for periods of up to one year. The credit
agreement has certain restrictive covenants, including limits on the ratio of
the Company's debt-to-equity and requirements that the Company maintain
specified minimum

18
<PAGE> 22

levels of net worth. As of December 31, 1996, there was approximately $158.9
million outstanding under these facilities.

The Company also has a 2 million British pound sterling line of credit
agreement with a commercial bank in the United Kingdom, which is used to fund
the day to day cash flow requirements of the Company's United Kingdom
subsidiary. The borrowings are secured by a letter of credit issued by the
Company's principal commercial bank with interest payable at the United Kingdom
bank's base rate (currently 6.0%) plus 65 basis points or at the LIBOR rate
plus 56.25 basis points. The rates may be fixed for periods of up to six
months. As of December 31, 1996, there was approximately 1.5 million British
pound sterling outstanding under this facility, which becomes due on January
31, 1997. The company expects that the Line of Credit will be renewed on
similar terms.

When borrowing to fund the operations of its foreign subsidiaries, the
Company's policy is to borrow funds denominated in the currency of the country
in which the subsidiary operates, thus mitigating the Company's exposure to
foreign exchange fluctuations.

The Company maintains a significant dealer holdback on contracts accepted,
which assists the Company in funding its long-term cash flow requirements. In
future periods, the Company's short and long-term cash flow requirements will
continue to be funded through earnings from operations, cash flow from the
collection of contracts and the Company's credit facilities. The Company also
will continue to utilize various sources of financing available from
time-to-time to fund the continuing growth of the Company, both in the United
States and abroad. The Company believes that such amounts will be sufficient to
meet its short-term and long-term cash flow requirements.

The foregoing discussion and analysis contains a number of "forward
looking statements" within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended, with respect to expectations
for future periods which are subject to various uncertainties, including
competition from traditional financing sources and from non-traditional
lenders, adverse changes in the applicable laws and regulations, adverse
changes in economic conditions, adverse changes in the automobile or finance
industries or in the Non-prime Consumer finance market and the Company's
ability to continue to increase the volume of installment contracts accepted.

19
<PAGE> 23

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders
Credit Acceptance Corporation:

We have audited the accompanying consolidated balance sheets of Credit
Acceptance Corporation (a Michigan corporation) and subsidiaries as of December
31, 1995 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to
above presently fairly, in all material respects, the financial position of
Credit Acceptance Corporation and subsidiaries as of December 31, 1995 and
1996, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Detroit, Michigan,
January 20, 1997

20
<PAGE> 24

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
---------------------------
(Dollars in thousands) 1995 1996
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 $ 229
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,525 6,320

Installment contracts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 660,209 1,042,146
Allowances for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,757) (12,195)
-------- ----------
Installment contracts receivable, net . . . . . . . . . . . . . . . . . 652,452 1,029,951

Floor plan receivables:
Nonaffiliated companies . . . . . . . . . . . . . . . . . . . . . . . . 2,261 3,690
Affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . 10,988 11,803
-------- ----------
13,249 15,493
-------- ----------
Notes receivable:
Nonaffiliated companies . . . . . . . . . . . . . . . . . . . . . . . . 2,317 1,446
Affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . 915 1,217
-------- ----------
3,232 2,663
-------- ----------

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,342 14,958
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,639 4,804
-------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $686,440 $1,074,418
======== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:

LIABILITIES:
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60,000 $ 123,400
Lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,559 161,482
Mortgage loan payable to bank . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,221 4,017
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214 2,569
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . 18,279 29,121
Deferred dealer enrollment fees, net . . . . . . . . . . . . . . . . . . . . . . . . 1,649 2,264
Dealer holdbacks, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,519 496,434
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,024 8,988
-------- ----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 487,465 828,275
-------- ----------

SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued
Common stock, $.01 par value, 60,000,000 shares authorized, 45,505,038
and 45,842,986 shares issued and outstanding in 1995 and 1996,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455 458
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,878 125,398
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,977 116,486
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . (335) 3,801
-------- ----------
TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . 198,975 246,143
-------- ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . $686,440 $1,074,418
======== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

21
<PAGE> 25

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
For the years ended December 31,
-------------------------------------------
(Dollars in thousands, except for income per share data) 1994 1995 1996
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE:

Finance charges . . . . . . . . . . . . . . . . . . . $ 44,550 $ 66,276 $ 92,944
Interest and other income . . . . . . . . . . . . . . 4,219 9,491 16,309
Dealer enrollment fees . . . . . . . . . . . . . . . . 1,950 2,810 5,028
Premiums earned . . . . . . . . . . . . . . . . . . . 3,756 6,504 9,653
------------ ------------- ----------
Total revenue . . . . . . . . . . . . . . 54,475 85,081 123,934
------------ ------------- ----------

COSTS AND EXPENSES:
Salaries and wages . . . . . . . . . . . . . . . . . . 6,893 9,499 11,675
General and administrative . . . . . . . . . . . . . . 6,832 9,870 14,305
Provision for credit losses . . . . . . . . . . . . . 3,603 7,066 13,071
Sales and marketing . . . . . . . . . . . . . . . . . 1,320 2,347 4,647
Provision for claims . . . . . . . . . . . . . . . . . 1,582 1,964 3,060
Interest . . . . . . . . . . . . . . . . . . . . . 2,651 8,785 13,568
------------ ------------- ----------
Total costs and expenses . . . . . . . . . 22,881 39,531 60,326
------------ ------------- ----------
Operating income . . . . . . . . . . . . . . . . . . . . . 31,594 45,550 63,608
Foreign exchange gain (loss) . . . . . . . . . . . . . (57) 27
------------ ------------ ----------
Income before provision for income taxes . . . . . . . . . 31,594 45,493 63,635
Provision for income taxes . . . . . . . . . . . . . . 11,024 15,921 22,126
------------ ------------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . $ 20,570 $ 29,572 $ 41,509
============ ============= ==========
Net income per common share . . . . . . . . . . . . . . . . $.49 $.68 $.89
---- ---- ----
Weighted average shares outstanding, including common
stock equivalents . . . . . . . . . . . . . . . . . . 42,316,105 43,527,770 46,623,655
------------ ------------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

22
<PAGE> 26

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1994, 1995 and 1996

Common Cumulative
Paid-in Translation Retained
(Dollars in thousands) Stock Capital Adjustment Earnings
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance - December 31, 1993 . . . . . . . . . . . . . . . . . . $ 5 $ 29,869 $ $ 24,835
Net income . . . . . . . . . . . . . . . . . . . . . . . . 20,570
Conversion from no par to $.01 par of
common stock . . . . . . . . . . . . . . . . . . . . . . . 405 (405)
Foreign currency translation adjustment . . . . . . . . . 3
Stock options exercised . . . . . . . . . . . . . . . . . 1 457
-------- -------- --------- ---------

Balance - December 31, 1994 . . . . . . . . . . . . . . . . . . 411 29,921 3 45,405
Net income . . . . . . . . . . . . . . . . . . . . . . . . 29,572
Proceeds from common stock offering, net
of stock issuance cost of $576 . . . . . . . . . . . . . . 40 90,683
Foreign currency translation adjustment . . . . . . . . . (338)
Stock options exercised . . . . . . . . . . . . . . . . . 4 3,274
-------- -------- --------- ---------
Balance - December 31, 1995 . . . . . . . . . . . . . . . . . . 455 123,878 (335) 74,977

Net income . . . . . . . . . . . . . . . . . . . . . . . . 41,509
Foreign currency translation adjustment . . . . . . . . . 4,136
Stock options exercised . . . . . . . . . . . . . . . . . 1 1,527
Issuance of 200,000 common shares for acquisition of
subsidiary . . . . . . . . . . . . . . . . . . . . . . . . 2 (7)
-------- -------- --------- ---------
Balance - December 31, 1996 . . . . . . . . . . . . . . . . . .
$ 458 $125,398 $ 3,801 $ 116,486
======== ======== ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

23
<PAGE> 27

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------------------
(Dollars in thousands) 1994 1995 1996
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 20,570 $ 29,572 $ 41,509
Adjustments to reconcile cash provided by
operating activities -
Provision for deferred income taxes . . . . . . . . . . . . . 1,329 2,799 964
Depreciation and amortization . . . . . . . . . . . . . . . . 588 927 1,369
Loss on retirement of property and equipment . . . . . . . . . 77
Provision for credit losses . . . . . . . . . . . . . . . . . 3,603 7,066 13,071
Change in operating assets and liabilities -
Accounts payable and accrued liabilities . . . . . . . . . . . 8,236 6,050 10,842
Income taxes payable . . . . . . . . . . . . . . . . . . . . . 13 201 2,355
Unearned insurance premiums, insurance reserves and fees . . . 1,396 2,669 2,371
Deferred dealer enrollment fees, net . . . . . . . . . . . . . 380 599 615
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . (2,414) (1,614) (165)
------------ ------------ ---------
Net cash provided by operating activities . . . . . . . . 33,778 48,269 72,931
------------ ------------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Principal collected on installment contracts receivable . . . . . . . . . 134,384 193,296 280,051
(Purchase) sale of investments . . . . . . . . . . . . . . . . . . . . . . 658 (1,063) (3,795)
Increase in floor plan receivables - affiliated companies . . . . . . . . (2,103) (5,771) (815)
Increase in floor plan receivables - non-affiliated companies . . . . . . (457) (363) (1,429)
Increases in notes receivable - affiliated companies . . . . . . . . . . . (932) (991) (600)
Decreases in notes receivable - affiliated companies . . . . . . . . . . . 1,308 827 298
Increases in notes receivable - non-affiliated companies . . . . . . . . . (3,185) (2,751) (903)
Decreases in notes receivable - non-affiliated companies . . . . . . . . . 2,091 2,142 1,774
Issuance of common shares for acquisition . . . . . . . . . . . . . . . . (5)
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . (2,759) (1,908) (5,985)
------------ ------------- ----------
Net cash provided by investing activities . . . . . . . . 129,005 183,418 268,591
------------ ------------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of senior notes . . . . . . . . . . . . . . . . . . . . 60,000 70,000
Repayment of senior notes . . . . . . . . . . . . . . . . . . . . . . . . (6,600)
Net borrowings under line of credit agreements . . . . . . . . . . . . . . 15,240 16,319 129,923
Proceeds from (repayment of) other debt . . . . . . . . . . . . . . . . . (138) (191) (204)
Advances to dealers and payments of dealer holdback . . . . . . . . . . . (240,563) (341,582) (540,077)
Proceeds from stock options exercised . . . . . . . . . . . . . . . . . . 458 3,278 1,528
Proceeds from public stock offering, net . . . . . . . . . . . . . . . . . 90,723
------------ ------------- ----------
Net cash used in financing activities . . . . . . . . . . (165,003) (231,453) (345,430)
----------- ------------- ---------
Effect of exchange rate changes on cash . . . . . . . . . 3 (338) 4,136
------------ ------------- ----------
Net increase (decrease) in cash and cash equivalents . . (2,217) (104) 228
Cash and cash equivalents beginning of period . . . . . . . . . . . . . . 2,322 105 1
------------ ------------- ----------
CASH AND CASH EQUIVALENTS END OF PERIOD . . . . . . . . . . . . . . . . .$ 105 $ 1 $ 229

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest . . . . . . . . . . . . . . . . .$ 1,805 $ 8,581 $ 11,114
Cash paid during the period for income taxes . . . . . . . . . . . . . . .$ 9,275 $ 10,520 $ 18,280
</TABLE>

See accompanying notes to consolidated financial statements.

24
<PAGE> 28

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Credit Acceptance Corporation and its subsidiaries ("CAC" or the "Company") is
a specialized financial services company which provides funding, receivables
management, collection, sales training and related products and services to
automobile dealers located in the United States, the United Kingdom, Canada and
Ireland. The Company assists such dealers by providing an indirect source of
financing for buyers with limited access to traditional sources of consumer
credit. At December 31, 1996, the dealers are comprised of 11 affiliated and
5,374 nonaffiliated dealers. To a significantly lesser extent, CAC provides
inventory floor plan financing and working capital loans for dealers secured by
inventory and the related cash collections owed to the dealer by CAC.

The dealer assigns title to the installment contract and the security interest
in the vehicle to the Company. At the time it accepts the assignment of a
contract, CAC records the gross amount of the contract as a gross installment
contract receivable. The Company records the amount of its servicing fee as an
unearned finance charge with the remaining portion recorded as a dealer
holdback. At the time of acceptance, contracts which meet certain criteria are
eligible for a cash Advance, which is computed on a formula basis. Advances
are non-interest bearing and are secured by the cash collections on the related
dealer holdbacks. Dealer advances are netted against dealer holdbacks in the
accompanying consolidated financial statements.

CAC collects the scheduled monthly payments based on contractual arrangements
with the consumer. Monthly cash collections are remitted to the dealer subject
to the Company first: (i) being reimbursed for certain collection costs
associated with all installment contracts originated by such dealer; (ii)
reducing the collections by the Company's finance charge; and (iii) recovering
the aggregate advances made to such dealer.

Credit Acceptance Corporation Life Insurance Company ("CAC Life"), Buyers
Vehicle Protection Plan, Inc. ("BVPP") and Credit Acceptance Property and
Casualty Agency, Inc. ("CAC P&C"), all wholly-owned subsidiaries of the
Company, provide additional services to participating dealers. CAC Life is
engaged primarily in the business of reinsuring credit life and accident and
health insurance policies issued to borrowers under installment contracts
originated by participating dealers. The policies insure the holder of the
installment contract for the outstanding balance payable in the event of death
or disability of the debtor. Premiums are ceded to CAC Life on both an earned
and written basis and are earned over the life of the contracts using pro rata
and sum-of-digits methods. BVPP administers short-term limited extended
service contracts offered by participating dealers. In connection therewith,
BVPP bears the risk of loss for any repairs covered under the service contract.
Income is recognized on a straight-line basis over the life of the service
contracts.

CAC has an arrangement with an insurance agent and third party administrator to
market and provide claims administration for a dual interest collateral
protection program. This insurance program is offered to borrowers who finance
vehicles through participating dealers. CAC is not involved in the sale of the
insurance and does not bear any risk of loss for covered claims. It is
however, insured under the coverages.

Credit Acceptance Corporation UK, Ltd, CAC of Canada, Ltd., and Credit
Acceptance Corporation of Ireland Ltd. are all wholly-owned subsidiaries of the
Company which operate in their respective countries. These subsidiary companies
offer essentially the same dealer programs as are offered in the United States.

Upon enrollment into the Company's financing program, the dealer enters into a
servicing agreement with CAC which defines the rights and obligations of CAC
and the dealer. The servicing agreement may be terminated by the Company or by
the dealer (so long as there is no event of default or an event which with the
lapse of time, giving of notice or both, would become an event of default) upon
30 days prior written notice. The Company may also terminate the servicing
agreement immediately in the case of an event of default by the dealer. Upon
any termination, the dealer must immediately pay the Company: (i) any
unreimbursed collection costs; (ii) any unpaid advances and all amounts owed by
the dealer to the Company; and (iii) a

25
<PAGE> 29

termination fee equal to the unearned finance charge of the then outstanding
amount of the installment contracts originated by such dealer and accepted by
the Company.

The accounting and reporting policies of the Company require management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates. Significant accounting policies are described in the
following paragraphs.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions have
been eliminated.

FOREIGN CURRENCY TRANSLATION

The financial position and results of operations of the Company's foreign
operations are measured using the local currency as the functional currency.
Revenues and expenses are translated at average exchange rates during the year
and assets and liabilities are translated at current exchange rates at the
balance sheet date. Translation adjustments are accumulated as a separate
component of shareholders' equity.

REVENUE RECOGNITION
FINANCE CHARGES

The Company computes its servicing fee based upon the gross amount due under
the installment contract. Income is recognized using the interest rate method
over the average term of the contract.

INTEREST AND OTHER INCOME

Dealers are charged an initial fee to floor plan a vehicle. Interest is
charged based on the number of days a vehicle remains on the floor plan.
Interest rates are 4% above the prime rate with a minimum rate of 12% per
annum.

Interest on notes receivable is charged based on the outstanding monthly
balance and ranges from 1% to 4% above prime per annum, generally with a
minimum rate of 12% per annum. Commission income on the Company's dual
interest collateral protection insurance product is recognized using the
sum-of-digits method over the average insurance term.

Rental income on office space leased at the Company's office building is
recognized on a straight-line basis over the related lease term.

DEALER ENROLLMENT FEES

Enrollment fees are paid by each dealer in the United States and Canada signing
a servicing agreement and are nonrefundable. These fees and the related direct
incremental costs of originating these fees are deferred and amortized on a
straight-line basis over the estimated repayment term of the outstanding dealer
Advance.

PREMIUMS EARNED

Credit life and accident and health premiums are ceded to CAC Life on both an
earned and written basis and are earned over the life of the contracts using
the pro rata and sum-of-digits methods. Premiums on BVPP warranties are earned
on a straight-line basis over the life of the service contracts.

CASH EQUIVALENTS

Cash equivalents consist of readily marketable securities with original
maturities of three months or less.

INVESTMENTS

Investments consist principally of short-term money market instruments and U.S.
Treasury Bills for which the Company has both the intent and the ability to
hold to maturity. Investments are carried at amortized cost which approximates
fair value.

ALLOWANCE FOR CREDIT LOSSES

26
<PAGE> 30

collect the gross amount of the contract balance, the remaining gross
installment contract receivable balance is charged off against the related
unearned finance charges and dealer holdback first, pursuant to the dealer
servicing agreement, and then against the allowance for credit losses, as
necessary. Ultimate losses may vary from current estimates and the amount of
the provision, which is current expense, may be either greater or less than
actual charge-offs.

If a customer is contractually delinquent for more than 120 days, the Company
will suspend the accrual of revenue and make a provision for credit losses
equal to the earned but unpaid revenue. As of December 31, 1995 and 1996, the
accrual of finance charge revenue has been suspended on approximately $251.2
million and $426.6 million of delinquent installment contracts, respectively.
In all cases, installment contracts on which no material payment has been
received for one year are charged off against the related unearned finance
charge, dealer holdback and the allowance for credit losses.

Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan," and Statement No. 118, "Accounting by Creditors for Impairment of a Loan
- - Income Recognition and Disclosures." Statement No. 114 addresses the
accounting for a loan when it is probable that all principal and interest
amounts due will not be collected in accordance with its contractual terms.
Certain loans such as loans carried at the lower-of-cost or market or small
balance homogenous loans (e.g., retail installment contracts) are exempt from
reporting under the Statement's provisions. The adoption of these accounting
standards did not have a significant effect on the Company's net income or its
allowance for credit losses.

FLOOR PLAN RECEIVABLES

CAC finances used vehicle inventories for both affiliated dealers and
nonaffiliated dealers. Amounts loaned are secured by the related inventories
and any future cash collections owed to the dealer on outstanding contracts.
The fair value of these receivables is estimated by discounting the future cash
flows associated with the loans, using current interest rates at which similar
loans would be made to borrowers with similar credit ratings and for the same
remaining maturities. The carrying amounts of these receivables approximate
fair value as of December 31, 1996 and 1995.

NOTES RECEIVABLE

Notes receivable are primarily working capital loans to dealers and are due on
demand. These notes receivable are secured by all assets of the dealer
including any future cash collections owed to the dealer on outstanding
contracts. The fair value of these receivables is estimated by discounting the
future cash flows associated with the loans, using current interest rates at
which similar loans would be made to borrowers with similar credit ratings and
for the same remaining maturities. The carrying amounts of these receivables
approximate fair value as of December 31, 1996 and 1995.

PROPERTY AND EQUIPMENT

Additions to property and equipment are recorded at cost. Depreciation is
provided using both straight-line and accelerated methods over the estimated
useful lives (primarily five to forty years) of the related assets.

Property and equipment consists of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
1995 1996
- -------------------------------------------------------------
<S> <C> <C>
Land $ 1,250 $ 2,251
Building and improvements 6,276 6,306
Data processing equipment 3,839 7,641
Office furniture and equipment 1,130 1,953
Leasehold improvements 30 541
------- -------
12,525 18,692
Less accumulated depreciation and
amortization 2,183 3,734
------- -------

$10,342 $14,958
======= =======
</TABLE>

INCOME TAXES

Deferred income taxes are provided for all temporary differences between the
book and tax basis of assets and liabilities. Deferred income taxes are
adjusted to reflect new tax rates when they are enacted into law.

DEALER HOLDBACKS

As part of the dealer servicing agreement, the Company establishes a dealer
holdback to protect the Company

27
<PAGE> 31

from potential losses associated with installment contracts. This dealer
holdback is not paid until such time as all advances related to such dealer
have been recovered.

The Company also maintains a reserve against advances that are not expected to
be recovered through collections on the related installment contract receivable
portfolio.

Because the aggregate outstanding installment contracts are available to
recover the advances, the risk of loss to the Company is mitigated.

Dealer holdbacks consisted of the following (in thousands):
<TABLE>
<CAPTION>
As of
December 31,
---------------------
1995 1996
- --------------------------------------------------------------
<S> <C> <C>
Dealer holdbacks . . . . . . . . . $628,386 $998,593
Less: advances (net of reserve of
$3,214 and $8,754 in 1995 and
1996, respectively) . . . . . (264,867) (502,159)
-------- --------
Dealer holdbacks, net . . . . . . . $363,519 $496,434
========= ========
</TABLE>

A summary of the change in the reserve against advances is as follows (in
thousands):

<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------
1994 1995 1996
- ---------------------------------------------------------------
<S> <C> <C> <C>
Balance - beginning of period . . . $ 333 $ 1,557 $3,214
Provision for losses . . . . . . . 1,368 1,743 5,849
Charge offs, net . . . . . . . . . (144) (86) (444)
Currency Translation . . . . . . . 135
-------- ------- ------
Balance - end of period . . . . . . $ 1,557 $ 3,214 $8,754
======== ======= ======
</TABLE>

CAPITAL STOCK TRANSACTIONS

During the period since the Company became a publicly traded company, the
following capital stock transactions have occurred. On February 11, 1993,
CAC's Board of Directors declared a 2-for-1 stock split of outstanding common
stock payable March 17, 1993. On November 18, 1993, CAC's Board of Directors
declared a 3-for-2 stock split of outstanding common stock payable December 23,
1993. On May 23, 1994, CAC's Board of Directors and shareholders approved an
amendment to the Articles of Incorporation of the Company increasing the number
of authorized common shares to 60,000,000 and designating a par value of $.01
per share for the Common Stock and Preferred Stock. On November 9, 1994, CAC's
Board of Directors declared a 2-for-1 stock split of outstanding common stock
payable December 20, 1994. On September 29, 1995 the Company consummated a
public offering of 3,900,000 shares of its Common Stock. The shares were sold
at a price of $24.50 per share. The Company received net proceeds, after
deducting underwriting discounts, commissions, and other fees, of $90,723,000.
On December 11, 1996, the Company acquired all of the outstanding shares of
Montana Investment Group, Inc. ("Montana") in exchange for a total of 200,000
shares of the Company's common stock which were issued to two shareholders of
Montana. The acquisition has been accounted for under the pooling of interests
method. The issuance of such shares was exempt from registration under Section
4(2) of the Securities Act of 1933.

All share and per share amounts in the accompanying consolidated financial
statements of the Company and notes thereto have been retroactively adjusted to
give effect to the stock splits.

NET INCOME PER SHARE

Net income per share has been computed by dividing net income by the weighted
average number of common shares and equivalents outstanding. Common stock
equivalents included in the computation represent shares issuable upon assumed
exercise of stock options which would have a dilutive effect.

The share effect is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
1994 1995 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Weighted average common
shares outstanding . . . . . . . 41,270,984 42,385,262 45,384,977
Common stock
equivalents . . . . . . . . . . . 1,045,121 1,142,508 1,238,678
----------- ----------- ------------
Weighted average common
shares and common stock
equivalents . . . . . . . . . . . 42,316,105 43,527,770 46,623,655
=========== =========== ============
</TABLE>

NEW ACCOUNTING STANDARDS

Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of." This new accounting standard
required impairment losses on long-lived assets to be recognized when an
asset's book value exceeds its expected future cash flows (undiscounted).
Measurement of the impairment loss is based on the fair

28
<PAGE> 32

value of the asset. The adoption of this accounting standard did not
materially impact the Company's financial position or results of operations.

Statement of Financial Accounting Standard No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," provides
accounting and reporting guidance for transfers and servicing of financial
assets and extinguishments of liabilities occurring after December 31, 1996,
and is to be applied prospectively. Management expects that adoption of this
accounting standard will not impact the Company's financial position or results
of operations.

RECLASSIFICATIONS

Certain 1994 and 1995 amounts have been reclassified to conform to the 1996
presentation.

(2) INSTALLMENT CONTRACTS RECEIVABLE

Installment contracts generally have initial terms ranging from six to 36
months and are collateralized by the related vehicles. Contractual maturities
of contracts by year are not readily available, however, the initial average
term of an installment contract was approximately 25 months in 1994 and 1995
and 30 months in 1996. Installment contracts receivable consisted of the
following (in thousands):

<TABLE>
<CAPTION>
As of December 31,
-------------------------
1995 1996
---- ----
<S> <C> <C>
Gross installment contracts receivable . . $ 790,607 $ 1,251,139
Unearned finance charges . . . . . . . . . (125,536) (201,760)
Unearned insurance premiums,
insurance reserves, and fees . . . . . . (4,862) (7,233)
--------- -----------
Installment contracts receivable . . . . . $ 660,209 $ 1,042,146
========= ===========
</TABLE>

A summary of changes in gross installment contracts receivable is as follows
(in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Balance-Beginning of period . . . . . $ 223,506 $ 486,897 $ 790,607
Gross amount of installment
contracts accepted . . . . . . . 470,513 634,899 965,690
Cash collections on
installments contracts
accepted . . . . . . . . . . . . . (178,194) (261,921) (388,328)
Charge offs-net . . . . . . . . . . . (28,928) (69,268) (129,405)
Currency Translation . . . . . . . . - - 12,575
---------- ---------- -----------
Balance- End of period . . . . . . . $ 486,897 $ 790,607 $ 1,251,139
========== ========== ===========
</TABLE>

A summary of the allowance for credit losses is as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Balance - beginning of period . . $ 3,054 $ 4,210 $ 7,757
Provision for losses . . . . . . . 2,235 5,323 7,222
Charge offs - net . . . . . . . . . (1,079) (1,776) (2,863)
Effect of exchange rate . . . . . . - - 79
---------- ---------- -----------
Balance - end of period . . . . . $ 4,210 $ 7,757 $ 12,195
========== ========== ===========
</TABLE>

Recoveries related to charged off contracts are primarily the result of the
recovery of earned but unpaid interest and are netted against charge-offs.

The Company's relatively low level of amounts charged against the allowance for
credit losses is due to, among other factors, the high level of dealer
holdbacks, relative to the amount of the contracts.

The Company's financing and service program allows dealers to establish the
interest rate on contracts, which typically is the maximum rate allowable by
the state or country in which the dealer is doing business. As the majority of
the Company's revenue is derived from the servicing fee it receives on the
gross amount due under the installment contract (typically 20% of the principal
and interest), the Company's revenues from servicing fees are not materially
impacted by changes in interest rates. As such, the balances recorded on a
historical cost basis in the financial statements related to the financing and
service program which the Company provides to dealers, including net
installment contracts receivable and net dealer holdbacks, approximates fair
value.

(3) SENIOR NOTES

On November 7, 1994, the Company completed the sale of its $60 million 8.87%
Senior Notes due November 1, 2001 to various insurance companies. The Notes
are unsecured and require semi-annual interest payments and annual payments of
principal commencing on November 1, 1996.

On August 29, 1996, the Company completed the sale of its $70 million 7.99%
Senior Notes due July 1, 2001 to various insurance companies. The notes are
unsecured and require semi-annual interest payments and annual payments of
principal commencing July 1, 1997.

The principal maturities of these Notes at December 31, 1996 are as follows (in
thousands):

29
<PAGE> 33

1997 . . . . . . . . . . . . . . . . . . . . $ 20,000
1998 . . . . . . . . . . . . . . . . . . . . . 21,600
1999 . . . . . . . . . . . . . . . . . . . . . 24,500
2000 . . . . . . . . . . . . . . . . . . . . . 27,300
2001 . . . . . . . . . . . . . . . . . . . . 30,000
--------
$123,400
========

The fair value of the Senior Notes is estimated by discounting the future cash
payments using a rate currently offered for a note with a comparable remaining
maturity. The estimated fair value of the Senior Notes at December 31, 1996
and 1995 was approximately $126.2 million and $64.6 million respectively.

(4) LINES OF CREDIT

The Company has a $250 million credit agreement with seventeen commercial
banks. The agreement consists of a $150 million line of credit facility with a
commitment period through December 3, 1997 and a $100 million revolving credit
facility with a commitment period through December 4, 1999. Both facilities
are subject to annual extensions for additional one year periods at the request
of the Company and with the consent of each of the banks in the facility. The
borrowings are unsecured with interest payable at the Eurocurrency rate plus a
minimum of .6125% and a maximum of 1.2% (.825% as of December 31, 1996),
dependent on the Company's debt rating, or at the prime rate (8.25% as of
December 31, 1996). The Eurocurrency borrowings may be fixed for periods of up
to one year. The Company must pay an agent's fee of $100,000 annually and a
commitment fee of between .1875% and .40% (.225% as of December 31, 1996)
quarterly on the amount of the commitment, dependent on the Company's debt
rating. As of December 31, 1996, there was approximately $158.9 million
outstanding under this facility. The maximum amount outstanding was
approximately $89.9 million and $158.9 million in 1995 and 1996, respectively.

The Company also has a 2,000,000 British pound sterling line of credit
agreement with a commercial bank in the United Kingdom, which is used to fund
the day to day cash flow requirements of the Company's United Kingdom
subsidiary. The borrowings are secured by a letter of credit issued by the
Company's principal commercial bank, with interest payable at the United
Kingdom bank's base rate (6.0% as of December 31, 1996) plus 65 basis points or
at the LIBOR rate plus 56.25 basis points. The rates may be fixed for periods
of up to six months. As of December 31, 1996 and 1995, there was
approximately $2.6 million and $1.9 million, respectively, outstanding under
this facility which becomes due on January 31, 1997. The maximum amount
outstanding was $2.8 million in 1995 and 1996. The Company believes that the
line of credit will be renewed on similar terms.

During 1995, the Company entered into forward currency exchange contracts to
manage its exposure against foreign currency fluctuations on amounts owed to
the Company from its foreign subsidiary which were denominated in British
pounds. These contracts were short-term in nature, with initial maturities
less than 30 days. Gains and losses on these contracts were included in the
carrying amount of those borrowingS and were ultimately recognized in income as
part of these carrying amounts. There were no forward currency exchange
contracts outstanding as of December 31, 1995 and the Company did not enter
into any contracts during 1996.

The weighted average interest rate on line of credit borrowing outstanding was
7.42% and 6.52% as of December 31, 1995 and 1996, respectively.

(5) MORTGAGE LOAN PAYABLE

The Company has a loan from its principal commercial bank secured by a mortgage
on the Company's headquarters building. The loan bears interest at 6.5% and is
secured by a first mortgage lien on the building and an assignment of all
leases, rents, revenues and profits under all present and future leases. There
was $4,221,000 and $4,017,000 outstanding on this loan as of December 31, 1995
and 1996, respectively. The loan matures on May 1, 1999.

The principle maturities of the loan at December 31, 1996 are as follows (in
thousands):

1997 . . . . . . . . . . . . . . . . . $ 224
1998 . . . . . . . . . . . . . . . . . 236
1999 . . . . . . . . . . . . . . . . . 3,557
------
Total mortgage loan payable . . . . . . $4,017
======
The fair value of the mortgage loan is estimated by discounting the future cash
payments using a rate currently offered for a loan with a comparable remaining
maturity. The carrying amount of the mortgage loan as of December 31, 1996 and
1995 approximates fair value.

30
<PAGE> 34

(6) DEBT COVENANTS

The Company must comply with various restrictive debt covenants which require
the maintenance of certain financial ratios and other financial conditions.
The most restrictive covenants limit the ratio of the Company's debt-to-equity
and require that the Company maintain specified minimum levels of net worth.

(7) RELATED PARTY TRANSACTIONS

CONTRACT ASSIGNMENTS

In the normal course of its business, the Company regularly accepts assignments
of installment contracts originated by affiliated dealers. Installment
contracts accepted from affiliated dealers were approximately $25.7 million,
$35.1 million and $25.6 million in 1994, 1995 and 1996, respectively.
Remaining installment contracts receivable from affiliated dealers represented
approximately 5% and 4% of the gross installment contracts receivable balance
as of December 31, 1995 and 1996, respectively. The Company accepted
installment contracts from affiliated dealers and nonaffiliated dealers on the
same terms. Dealer holdbacks recorded from contracts accepted from affiliated
dealers were approximately $20.6 million, $28.1 million and $20.5 million in
1994, 1995 and 1996, respectively.

OTHER AFFILIATED TRANSACTIONS

The Company receives interest income and fees from affiliated dealers on floor
plan receivables and notes receivable. Total income earned was $545,000,
$1,104,000, and $1,409,000 for the years ended December 31, 1994, 1995 and
1996, respectively.

The Company shares certain expenses including payroll and related benefits,
occupancy costs and insurance with its affiliated company. For the years ended
December 31, 1994, 1995 and 1996, the Company charged its affiliated company
approximately $428,000, $354,000 and $311,000 and was charged $39,000, $48,000
and $97,000 by the affiliated company for such shared expenses incurred in its
operations. This arrangement is covered under a services agreement. The
agreement has an indefinite term, but may be terminated upon 30 days written
notice by either party.

(8) CONCENTRATION OF CREDIT RISKS

As of December 31, 1996, approximately 17.6% of the Company's total dealers
were located in the United Kingdom and during 1996, these dealers accounted for
approximately 14.5% of the new contracts accepted by the Company.

The following table sets forth, for each of the last three years for the
Company's domestic and foreign operations, the amount of revenues, net income,
and identifiable assets (in thousands):

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED
DECEMBER 31,
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Revenues from unaffiliated customers
United States $ 54,464 $ 81,820 $107,315
United Kingdom 11 3,261 16,600
Ireland 1
Canada 18
Operating income (loss)
United States $ 31,842 $ 45,144 $ 54,302
United Kingdom (248) 349 9,348
Ireland (58)
Canada 16
Identifiable assets
United States $ 425,622 $ 646,601 $934,076
United Kingdom 284 39,839 139,764
Ireland 337
Canada 241
</TABLE>

The Company's operations are structured to achieve consolidated objectives. As
a result, significant interdependencies and overlaps exist among the Company's
domestic and foreign operations. Accordingly, the revenue, operating
income, and identifiable assets shown may not be indicative of the amounts
which would have been reported if the domestic and foreign operations were
independent of one another.

The demographic and geographic dispersion of the Company's installment contract
portfolio mitigates any concentration of risk. No single dealer accounted for
more than 10% of the contracts accepted by the Company during 1994, 1995, or
1996.

31
<PAGE> 35

(9) INCOME TAXES

The income tax provision consists of the following (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Income (loss) before provision
(benefit) for income taxes:
Domestic . . . . . . . $31,842 $45,144 $54,329
Foreign . . . . . . . . (248) 349 9,306
------- ------- -------
$31,594 $45,493 $63,635
======= ======= =======

Domestic provision for
income taxes:
Current . . . . . . . . $ 9,763 $13,111 $18,044
Deferred . . . . . . . 1,347 2,687 1,009

Foreign provision (benefit)
for income taxes:
Current . . . . . . . . (68) 11 3,118
Deferred . . . . . . . (18) 112 (45)
------- ------- -------
Provision for income taxes $11,024 $15,921 $22,126
======= ======= =======
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities consist of the
following (in thousands):

<TABLE>
<CAPTION>
As of December 31,
------------------
1995 1996
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for credit losses . . . . . . $5,578 $ 7,744
Reserve on advances . . . . . . . . . . 1,019 2,272
Deferred dealer enrollment fees . . . . 577 793
Accrued warranty claims . . . . . . . . 458 555
Deferred commissions . . . . . . . . . 655 190
Other, net . . . . . . . . . . . . . . 666
------ -------
Total deferred tax assets . . . . . $8,287 $12,220
------ -------

Deferred tax liabilities:
Unearned finance charges . . . . . . . $15,537 $20,343
Accumulated depreciation . . . . . . . 277 383
Deferred credit life and warranty costs 420 482
Other, net . . . . . . . . . . . . . . 77 -
------- -------
Total deferred tax liabilities . . . $16,311 $21,208
------- -------
Net deferred tax liability . . . . . $ 8,024 $ 8,988
======= =======
</TABLE>

No valuation allowances were considered necessary in the calculation of
deferred tax assets as of December 31, 1995 and 1996.

The Company's effective income tax rate was approximately equal to the domestic
and foreign statutory rates in 1994, 1995 and 1996.

Deferred U.S. federal income taxes and withholding taxes have not been provided
on the undistributed earnings of the Company's foreign subsidiaries as such
amounts are considered to be permanently reinvested. The cumulative
undistributed earnings at December 31, 1996 on which the Company had not
provided additional national income taxes and withholding taxes were
approximately $6.3 million.

(10) STOCK OPTION PLANS

Pursuant to the Company's 1992 Stock Option Plan (the "1992 Plan"), the Company
has reserved 4,000,000 shares of its common stock for the future granting of
options to officers and other key employees. The exercise price of the options
is equal to the fair market value on the date of the grant. Options under the
1992 Plan become exercisable over a three to five year period, or immediately
upon a change of control. Nonvested options are forfeited upon termination of
employment and otherwise expire ten years from the date of grant. Shares
available for future grants totaled 430,000, 1,767,500 and 1,179,559 as of
December 31, 1994, 1995 and 1996, respectively.

Pursuant to the Company's Stock Option Plan for dealers (the "Dealer Plan") the
Company has reserved 1,000,000 shares of its common stock for the future
granting of options to participating dealers. Options are generally granted to
participating dealers based on the Company accepting a minimum of 100 retail
installment contracts from the dealer in a calendar year. Upon the Company's
acceptance of 100 contracts from a dealer, the dealer receives an option to
purchase 1,000 shares of the Company's Common Stock. The dealer receives an
option to purchase an additional 200 shares for each additional 100 contracts
accepted by the Company. The exercise price of the options is equal to the
fair market value on the date of grant. The options become exercisable over a
three year period. Nonvested options are forfeited upon the termination of the
dealer's servicing agreement by the Company or the dealer and otherwise expire
five years from the date of grant. Shares available for future grants totaled
617,100, 440,200 and 235,600 as of December 31, 1994, 1995 and 1996,
respectively.

The Company accounts for both the 1992 Plan and the

32
<PAGE> 36

dealer Plan under APB Opinion No. 25, under which no compensation cost has been
recognized. The Company has elected to provide the pro forma disclosures, as
permitted under the provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation." Accordingly, no
compensation cost has been recognized for the plans within the accompanying
consolidated statements of income. Had compensation cost for those plans been
determined consistent with FASB Statement No. 123 "Accounting for Stock-Based
Compensation," the Company's net income and earnings per share would have been
reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1995 1996
---- ----
<S> <C> <C>
Net Income: As reported . . . . . $29,572 $41,509
Pro forma. . . . . . 29,412 36,972

Net Income Per Common Share:
As reported . . . . . . $0.68 $0.89
Pro forma . . . . . . . $0.68 $0.79
</TABLE>

Because the Statement 123 method of accounting has not been applied to options
granted prior to January 1, 1995 (December 15, 1995 for the Dealer Plan), the
resulting pro forma compensation cost is not necessarily indicative of costs
which may be recognized in future years.

The fair value of each option granted included in the above pro forma
calculations is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
the years ended December 31, 1995 and 1996:

<TABLE>
<CAPTION>
1992 Plan Dealer Plan
--------------------------------------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Risk-free interest rate 5.45% 6.42% 5.25% 6.21%
Expected life 7.0 years 7.0 years 3.5 years 3.5 years
Expected volatility 36.74% 37.73% 36.74% 37.73%
Dividend Yield 0% 0% 0% 0%
</TABLE>

Additional information relating to the Stock Option Plans are as follows
(adjusted for all stock splits):

<TABLE>
<CAPTION>
1992 Plan Dealer Plan
--------------------- ------------------
Weighted Weighted
Average Average
Number Exercise Number Exercise
Of Price Of Price
Options Per Share Options Per Share
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Outstanding at
December 31, 1993 1,221,000 2.17
Options Granted 431,000 15.32 382,900 14.59
Options Exercised (78,000) 2.17 - -
--------- -------

Outstanding at
December 31, 1994 1,574,000 5.77 382,900 14.59
Options Granted 562,500 19.50 200,000 23.08
Options Exercised (323,166) 2.50 (10,888) 12.94
Options Forfeited - - (23,100) 13.87
---------
Outstanding at
December 31, 1995 1,813,334 10.63 548,912 17.75
Options Granted 606,275 21.60 205,600 24.37
Options Exercised (103,000) 3.44 (34,948) 13.00
Options Forfeited (18,334) 20.50 (1,000) 23.88
----------
Outstanding at
December 31, 1996 2,298,275 $13.73 718,564 $18.60
--------- -------

Exercisable at
December 31
1994 187,500 2.17 - -
1995 277,661 8.44 109,613 14.91
1996 795,988 10.49 260,762 17.10
</TABLE>

The weighted average fair value of options granted during 1995 and 1996 was
$10.17 and $10.92 respectively, for the 1992 Plan and $7.42 and $8.88 for the
Dealer Plan.

As of December 31, 1996, the options outstanding under the 1992 Plan have
exercise prices between $2.17 and $27.50 and a weighted average remaining
contractual life of 7.8 years and the options outstanding under the Dealer Plan
have exercise prices between $11.19 and $27.63 and a weighted average remaining
contractual life of 3.6 years.

(11) LITIGATION AND CONTINGENT
LIABILITIES

The Company is party to routine litigation arising in the normal course of
business. In the opinion of management, the liabilities arising from these
proceedings, if any, will not be material to the Company's financial position
or results of operations.

33
<PAGE> 37

(12) QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial position and results of
operations for the years ended December 31, 1995 and 1996.
<TABLE>
<CAPTION>
1995 1996
------------------------------------ ---------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1ST Q 2ND Q 3RD Q 4TH Q 1ST Q 2ND Q 3RD Q 4TH Q
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEETS
Installment contracts receivable, net . . . $456,657 $529,992 $584,768 $652,452 $729,523 $809,594 $920,291 $1,029,951
Floor plan receivables . . . . . . . . . . 8,681 11,209 12,865 13,249 14,491 14,996 15,325 15,493
Notes receivable . . . . . . . . . . . . . 2,497 3,024 3,302 3,232 3,078 3,008 2,892 2,663
All other assets . . . . . . . . . . . . . 15,166 16,581 107,904 17,507 17,936 19,453 21,478 26,311
-------- -------- -------- -------- -------- -------- -------- ----------
Total assets . . . . . . . . . . . . . $483,001 $560,806 $708,839 $686,440 $765,028 $847,051 $959,986 $1,074,418
======== ======== ======== ======== ======== ======== ======== ==========
Dealer holdbacks, net . . . . . . . . . . . $281,179 $312,311 $336,351 $363,519 $401,718 $426,693 $461,560 $ 496,434
Total debt . . . . . . . . . . . . . . . . . 94,325 133,364 155,739 95,780 119,748 169,710 229,191 288,899
Other liabilities . . . . . . . . . . . . . 25,397 25,986 27,356 28,166 35,720 31,373 38,422 42,555
-------- -------- -------- -------- -------- -------- -------- ----------
Total liabilities . . . . . . . . . . . 400,901 471,661 519,446 487,465 557,186 627,776 729,173 827,888
Shareholders' equity . . . . . . . . . . . 82,100 89,145 189,393 198,975 207,842 219,275 230,813 246,530
-------- -------- -------- -------- -------- -------- -------- ----------
Total liabilities and
shareholders' equity . . . . . . . $483,001 $560,806 $708,839 $686,440 $765,028 $847,051 $959,986 $1,074,418
======== ======== ======== ======== ======== ======== ======== ==========
INCOME STATEMENTS
Revenue:
Finance charges . . . . . . . . . . . $ 14,161 $ 16,599 $17,442 $ 18,074 $ 20,373 $ 22,159 $ 23,720 $ 26,692
Interest and other fees . . . . . . . 1,597 1,872 2,812 3,210 2,903 3,556 4,539 5,311
Dealer enrollment fees . . . . . . . . 586 663 729 832 964 1,261 1,378 1,425
Premiums earned . . . . . . . . . . . 1,367 1,478 1,706 1,953 2,365 2,236 2,855 2,197
-------- -------- -------- -------- -------- -------- -------- ----------
Total revenue . . . . . . . . . . $ 17,711 $ 20,612 $22,689 $ 24,069 $ 26,605 $ 29,212 $ 32,492 $ 35,625
======== ======== ======= ======== ======== ======== ======== ==========

COSTS AND EXPENSES
Salaries and wages . . . . . . . . . . $ 2,088 $ 2,358 $ 2,460 $ 2,593 $ 2,740 $ 2,965 $ 2,900 $ 3,070
General and administrative . . . . . . 2,177 2,439 2,567 2,687 3,240 3.513 3,881 3,671
Provision for credit losses . . . . . 1,510 1,580 1,854 2,122 2,726 2,721 3,422 4,202
Sales and marketing . . . . . . . . . 391 480 667 809 902 945 1,268 1,532
Provision for insurance and
warranty claims . . . . . . . . . 426 440 505 593 757 777 936 590
Interest . . . . . . . . . . . . . . . 1,789 2,376 2,892 1,728 2,073 2,751 3,801 4,943
-------- -------- -------- -------- -------- -------- -------- ----------
Total costs and expenses . . . . . $ 8,381 $ 9,673 $ 10,945 $ 10,532 $ 12,438 $ 13,672 $ 16,208 $ 18,008
======== ======== ======== ======== ======== ======== ======== ==========

OPERATING INCOME . . . . . . . . . . . . . $ 9,330 $ 10,939 $ 11,744 $ 13,537 $ 14,167 $ 15,540 $ 16,284 $ 17,617
Foreign exchange gain (loss) . . . . . 83 (130) (8) (2) (2) 3 2 24
-------- -------- -------- -------- -------- -------- -------- ----------
Income before income taxes . . . . . . 9,413 10,809 11,736 13,535 14,165 15,543 16,286 17,641
Provision for income taxes . . . . . . 3,242 3,782 4,112 4,785 4,977 5,406 5.643 6,100
-------- -------- -------- -------- -------- -------- -------- ----------
NET INCOME . . . . . . . . . . . . . . . . $ 6,171 $ 7,027 $ 7,624 $ 8,750 $ 9,188 $ 10,137 $ 10,643 $ 11,541
======== ======== ======== ======== ======== ======== ======== ==========

Net income per common share . . . . . . . . $ 0.15 $ 0.17 $ 0.18 $ 0.19 $ 0.20 $ . 0.22 $ 0.23 $ 0.25
Weighted average shares outstanding . . . . 42,457 42,507 42,614 46,533 46,436 46,480 46,630 46,948
</TABLE>

34
<PAGE> 38

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

35
<PAGE> 39

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information is contained under the captions "Matters to Come Before the Meeting
- - Election of Directors" in the Company's Proxy Statement and is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information is contained under the caption "Compensation of Executive Officers"
(excluding the Report of the Executive Compensation Committee and the stock
performance graph) in the Company's Proxy Statement and is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

Information is contained under the caption "Common Stock Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information is contained under the caption "Certain Relationships and
Transactions" in the Company's Proxy Statement and is incorporated herein by
reference.

36
<PAGE> 40

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

(a) (1) The following consolidated financial statements of the Company and
Report of Independent Public Accountants are contained "Item 8 -
Financial Statements and Supplementary Data."

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

CONSOLIDATED FINANCIAL STATEMENTS:

- Consolidated Balance Sheets as of December 31, 1995 and 1996
- Consolidated Income Statements for the years ended December
31, 1994, 1995 and 1996
- Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1995
and 1996
- Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1994, 1995 and 1996

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Financial Statement Schedules have been omitted because they are
not applicable or are not required or the information required to be
set forth therein is included in the Consolidated Financial Statements
or Notes thereto.

(3) The Exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index . Included in such list as Item 10(f) (1)
and 10 (f)(2) (Stock Option Plans) and 10(n)(2), 10(n)(3) and
10(n)(4) (Management Incentive Plans) are the Company's management
contracts and compensatory plans and arrangements which are required
to be filed as exhibits to this Form 10-K.

(b) The Company was not required to file a current report on Form 8-K
during the quarter ended December 31, 1996 and none were filed
during that period.

37
<PAGE> 41

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 28, 1997.

CREDIT ACCEPTANCE CORPORATION

By: /S/ Donald A. Foss
----------------------------
Donald A. Foss
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on March 28, 1997 on behalf of
the registrant and in the capacities indicated.

Signature Title
--------- -----

/S/ Donald A. Foss Chairman of the Board and
- ----------------------------- Chief Executive Officer
Donald A. Foss (Principal Executive Officer)

/S/ Brett A. Roberts Executive Vice President
- ----------------------------- and Chief Financial Officer
Brett A. Roberts (Principal Financial Officer)

/S/ John P. Cavanaugh Corporate Controller and
- ----------------------------- Assistant Secretary
John P. Cavanaugh (Principal Accounting Officer)

/S/ Richard E. Beckman President, Chief
- ----------------------------- Operating Officer and
Richard E. Beckman Director

/S/ Harry E. Craig Director
- -----------------------------
Harry E. Craig

/S/ Thomas A. FitzSimmons Director
- -----------------------------
Thomas A. FitzSimmons

/S/ David T. Harrison Director
- -----------------------------
David T. Harrison

/S/ Sam M. LaFata Director
- -----------------------------
Sam M. LaFata

38
<PAGE> 42

EXHIBIT INDEX

The following documents are filed as part of this report. Those exhibits
previously filed and incorporated herein by reference are identified below.
Exhibits not required for this report have been omitted.

EXHIBIT NO. DESCRIPTION
----------- -----------

3(a)6 Articles of Incorporation, as amended

3(b)6 Bylaws of the Company, as amended

4(a)5 Note Purchase Agreement dated October 1, 1994 between
various insurance companies and the Company and
related form of note.

4(a)(1)8 First Amendment dated November 15, 1995 to Note
Purchase Agreement dated October 1, 1994 between
various insurance companies and the Company.

4(a)(2)11 Second Amendment dated August 29, 1996 to Note
Purchase Agreement dated October 1, 1994 between
various insurance companies and the company.

4(b)11 Note Purchase Agreement dated August 1, 1996 between
various insurance companies and the Company and the
related form of note.

4(c)12 Second Amended and Restated $150,000,000 Line of
Credit and $100,000,000 Revolving Credit Agreement
dated December 4, 1996 between the Company, Comerica
Bank as agent and LaSalle National Bank and The Bank
of New York as co-agents, and various commercial
banks.

4(d)8 Amended and Restated $120 Million Credit Agreement
dated January 8, 1996 between the Company, Comerica
Bank as agent and LaSalle National Bank as co-agent
and a commercial bank syndicate.

4(d)(1)9 First Amendment dated April 19, 1996 to Amended and
Restated Credit Agreement dated January 8, 1996

4(d)(2)10 Second Amendment dated July 1, 1996 to Amended and
Restated Credit Agreement dated January 8, 1996

4(d)(3)12 Third Amendment dated August 28, 1996 to Amended and
Restated Credit Agreement dated January 8, 1996

Other instruments, notes or extracts from agreements
defining the rights of holders of long-term debt of
the Company or its subsidiaries have not been filed
because (i) in each case the total amount of
long-term debt permitted thereunder does not exceed
10% of the Company's consolidated assets, and (ii)
the Company hereby agrees that it will furnish such
instruments, notes and extracts to the Securities and
Exchange Commission upon its request.

39
<PAGE> 43

EXHIBIT NO. DESCRIPTION

10(b)1 Form of Services Agreement dated as of January 1,
1992 between the Company and Larry Lee's Auto Finance
Center, Inc. d/b/a Dealer Enterprise Group.

10(b)(1)9 Amended and Restated Services Agreement dated April
17, 1996 between the Company and Larry Lee's Auto
Finance Center, Inc. d/b/a Dealer Enterprise Group.

10(c)(1)1 Tax Indemnification Agreement between the Company and
Donald A. Foss, individually and as Trustee of the
Donald A. Foss Revocable Living Trust dated January
26, 1984, Jill Foss and Robert S. Foss.

10(d) (4)5 Form of Addendum 3 to Servicing Agreement (Multiple
Lots).

10(d) (5)8 Current form of Servicing Agreement, including form
of Addendum 1 to Servicing Agreement (CAC Life) and
form of Addendum 2 to Servicing Agreement (BVPP,
Inc.).

10(e)1 Promissory Notes dated various dates, to the Company,
from various affiliated companies.

10(f)(1)7 Credit Acceptance Corporation 1992 Stock Option Plan,
as amended

10(f)(2)12 Credit Acceptance Corporation 1992 Stock Option Plan,
as amended effective December 1, 1996.

10(g)1 Promissory Note dated May 3, 1991 to the Company from
Richard E. Beckman and related assignment

10(n)(2)6 Credit Acceptance Corporation Management Incentive
Plan - Fiscal Year 1995

10(n)(3)8 Credit Acceptance Corporation Management Incentive
Plan - Fiscal Year 1996

10(n)(4)12 Credit Acceptance Corporation Management Incentive
Plan - Fiscal Year 1997

10(o)8 Credit Acceptance Corporation Stock Option Plan for
dealers, as amended

10(o)(1)12 Credit Acceptance Corporation Stock Option Plan for
dealers, as amended January 22, 1997

21(1)12 Schedule of Credit Acceptance Corporation subsidiaries

23(1)12 Consent of Arthur Andersen LLP

27 12 Financial Data Schedule

40
<PAGE> 44

1 Incorporated by reference to the Company's Registration Statement on Form
S-1, File No. 33-46772.

2 Previously filed as an exhibit to the Company's Form 10-K Annual Report for
the year ended December 31, 1993, and incorporated herein by reference.

3 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended March 31, 1994, and incorporated herein by reference.

4 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended June 30, 1994, and incorporated herein by reference.

5 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended September 30, 1994, and incorporated herein by reference.

6 Previously filed as an exhibit to the Company's Form 10-K Annual Report for
the year ended December 31, 1994, and incorporated herein by reference.

7 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended June 30, 1995, and incorporated herein by reference.

8 Previously filed as an exhibit to the Company's Form 10-K Annual Report for
the year ended December 31, 1995, and incorporated herein by reference.

9 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by reference.

10 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended June 30, 1996, and incorporated herein by reference.

11 Previously filed as an exhibit to the Company's Form 10-Q for the quarterly
period ended September 30, 1996 and incorporated herein by reference.

12 Filed herewith.

<PAGE> 1
EXHIBIT 4(c)

SECOND AMENDED AND RESTATED

CREDIT ACCEPTANCE CORPORATION

$150,000,000 LINE OF CREDIT

AND

$100,000,000 REVOLVING CREDIT AGREEMENT

DATED AS OF DECEMBER 4, 1996

COMERICA BANK, AS AGENT

LASALLE NATIONAL BANK AND THE BANK OF
NEW YORK, AS CO-AGENTS

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. LINE OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

2.1 Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.2 Accrual of Interest and Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.3 Requests for and Refundings and Conversions
of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.4 Disbursement of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.5 Prime-based Interest Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.6 Eurocurrency-based Interest Payments. . . . . . . . . . . . . . . . . . . . . . . . 38
2.7 Interest Payments on Conversions. . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.8 Interest on Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.9 Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.10 Determination, Denomination and
Redenomination of Alternative Currency
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.11 Prime-based Advance in Absence of Election
or Upon Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.12 Line of Credit Facility Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.13 Currency Appreciation; Sublimits; Mandatory
Reduction of Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.14 Optional Reduction or Termination of Line
of Credit Maximum Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.15 Extension of Line of Credit Maturity Date. . . . . . . . . . . . . . . . . . . . . . 44
2.16 Line of Credit as Renewal; Application of
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

3. REVOLVING CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

3.1 Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.2 Accrual of Interest and Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.3 Requests for and Refundings and Conversions
of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.4 Disbursement of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
3.5 (a) Swing Line Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
(c) Requests for Swing Line Advances. . . . . . . . . . . . . . . . . . . . . . . . 52
(d) Disbursement of Swing Line
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
(e) Refunding of or Participation
</TABLE>

- i -
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Interest in Swing Line Advances. . . . . . . . . . . . . . . . . . . 55
3.6 Prime-based Interest Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
3.7 Eurocurrency-based Interest Payments and
Quoted Rate Interest Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
3.8 Interest Payments on Conversions. . . . . . . . . . . . . . . . . . . . . . . . . . 58
3.9 Interest on Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
3.10 Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

</TABLE>

- ii -
<PAGE> 4

TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
3.11 Determination, Denomination and
Redenomination of Alternative Currency
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
3.12 Prime-based Advance in Absence of Election
or Upon Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
3.13 Revolving Credit Facility Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
3.14 Currency Appreciation; Sublimits; Mandatory
Reduction of Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
3.15 Optional Reduction or Termination of
Revolving Credit Maximum Amount. . . . . . . . . . . . . . . . . . . . . . . . . . 63
3.16 Extensions of Revolving Credit Maturity
Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
3.17 Revolving Credit as Renewal; Application of
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

3A. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

3A.1 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
3A.2 Conditions to Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
3A.3 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
3A.4 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
3A.5 Issuance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
3A.6 Draws and Demands for Payment Under Letters
of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
3A.7 Obligations Irrevocable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
3A.8 Risk Under Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
3A.9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
3A.10 Right of Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
3A.11 Existing Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

4. MARGIN ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

4.1 Margin Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

5. CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

5.1 Execution of Notes, this Agreement and the
other Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
5.2 Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
5.3 Company Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
5.4 Subsidiary Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

</TABLE>

- iii -
<PAGE> 5

TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
5.5 Representations and Warranties -- All
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.6 Compliance with Certain Documents and
Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.7 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.8 Company's Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.9 Payment of Agent's and Other Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.10 Other Documents and Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5.11 Continuing Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

6. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

6.1 Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.2 Due Authorization - Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.3 Due Authorization -- Permitted Borrowers
and CACI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.4 Title to Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.5 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
6.6 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.7 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.8 No Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.9 Enforceability of Agreement and Loan
Documents -- Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.10 Enforceability of CACI Guaranty -- CACI. . . . . . . . . . . . . . . . . . . . . . . 82
6.11 Enforceability of Loan Documents --
Permitted Borrowers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.12 Non-contravention -- Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.13 Non-contravention -- CACI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.14 Non-contravention -- Permitted Borrowers. . . . . . . . . . . . . . . . . . . . . . 83
6.15 No Litigation -- Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.16 No Litigation -- Other Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.17 Consents, Approvals and Filings, Etc. . . . . . . . . . . . . . . . . . . . . . . . 85
6.18 Agreements Affecting Financial Condition. . . . . . . . . . . . . . . . . . . . . . 85
6.19 No Investment Company; No Margin Stock. . . . . . . . . . . . . . . . . . . . . . . 85
6.20 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
6.21 Environmental Matters and Safety Matters. . . . . . . . . . . . . . . . . . . . . . 86
6.22 Accuracy of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

7. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

7.1 Preservation of Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 88
</TABLE>

- iv -
<PAGE> 6

TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
7.2 Keeping of Books. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
7.3 Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
7.4 Maintain Total Debt to Tangible Net Worth
Level. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
7.5 Maintain Senior Funded Debt Level. . . . . . . . . . . . . . . . . . . . . . . . . . 90
7.6 Maintain Subordinated Funded Debt Level. . . . . . . . . . . . . . . . . . . . . . . 91
7.7 Minimum Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
7.8 Maintain Senior Funded Debt to Gross
Installment Contracts Level. . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
7.9 Maintain Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . 91
7.10 Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
7.11 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7.12 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7.13 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7.14 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7.15 Governmental and Other Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . 93
7.16 Compliance with Contractual Obligations and
Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
7.17 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
7.18 Environmental Matters. 94
7.19 Maintain Debt Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.20 Installment Contract Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.21 Financial Covenant Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.22 Subsidiaries; Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

8.1 Capital Structure and Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . 97
8.2 Business Purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
8.3 Mergers or Dispositions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.4 Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.5 Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.6 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.7 Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
8.8 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
8.9 Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.10 Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.11 No Further Negative Pledges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.12 Prepayment of Debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.13 Amendment of Senior Debt or Future Debt
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
</TABLE>

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8.14 Amendment of Subordinated Debt Documents . . . . . . . . . . . . . . . . . . . . . . 102

9. DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

9.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
9.2 Exercise of Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.3 Rights Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.4 Waiver by Company and Permitted Borrowers
of Certain Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.5 Waiver of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.6 Cross-Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

10. PAYMENTS, RECOVERIES AND COLLECTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

10.1 Payment Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
10.2 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.3 Pro-rata Recovery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.4 Deposits and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

11. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS. . . . . . . . . . . . . . . . . . . . . . . . 110

11.1 Reimbursement of Prepayment Costs. . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.2 Eurocurrency Lending Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.3 Availability of Alternative Currency. . . . . . . . . . . . . . . . . . . . . . . . 111
11.4 Refunding Advances in Same Currency. . . . . . . . . . . . . . . . . . . . . . . . . 111
11.5 Circumstances Affecting Eurocurrency-based
Rate Availability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.6 Laws Affecting Eurocurrency-based Advance
Availability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.7 Increased Cost of Eurocurrency-based
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
11.8 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
11.9 Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
11.10 Other Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

12. AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

12.1 Appointment of Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
12.2 Deposit Account with Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
12.3 Exculpatory Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
12.4 Successor Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
</TABLE>

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12.5 Loans by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
12.6 Credit Decisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
12.7 Notices by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
12.8 Agent's Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
12.9 Nature of Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
12.10 Authority of Agent to Enforce Notes and
This Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
12.11 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
12.12 Knowledge of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
12.13 Agent's Authorization; Action by Banks. . . . . . . . . . . . . . . . . . . . . . . 119
12.14 Enforcement Actions by the Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 120
12.15 Co-Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

13. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

13.1 Accounting Principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
13.2 Consent to Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
13.3 Law of Michigan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
13.4 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
13.5 Closing Costs; Other Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
13.6 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
13.7 Further Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
13.8 Successors and Assigns; Assignments and
Participations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
13.9 Indulgence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
13.10 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
13.11 Amendment and Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
13.12 Taxes and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
13.13 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
13.14 Withholding Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
13.15 Effective Upon Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
13.16 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
13.17 Table of Contents and Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 130
13.18 Construction of Certain Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 130
13.19 Independence of Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
13.20 Reliance on and Survival of Various
Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
13.21 Complete Agreement; Amendment and
Restatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
</TABLE>

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TABLE OF CONTENTS
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<TABLE>
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EXHIBITS
- --------
<S> <C>
FORM OF REQUEST FOR ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A

FORM OF LINE OF CREDIT NOTE -- COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

FORM OF LINE OF CREDIT NOTE -- PERMITTED BORROWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2

FORM OF REVOLVING CREDIT NOTE -- COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

FORM OF REVOLVING CREDIT NOTE -- PERMITTED BORROWERS . . . . . . . . . . . . . . . . . . . . . . . . . . C-2

PERCENTAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D

FORM OF SWING LINE NOTE -- COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

FORM OF SWING LINE NOTE -- PERMITTED BORROWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-2

FORM OF REQUEST FOR SWING LINE ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F

FORM OF ASSIGNMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G

FORM OF COVENANT COMPLIANCE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H

FORM OF NOTICE OF LETTER OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I

FORM OF COMPANY GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-1

FORM OF DOMESTIC GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-2

FORM OF FOREIGN GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-3

FORM OF CACI GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-4
</TABLE>

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<PAGE> 10

TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
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Schedules
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<S> <C> <C>
4.1 - Pricing Matrix

6.6 - Subsidiaries

6.15 - Litigation - Company

6.16 - Litigation - Other Parties

8.5 - Permitted Debt

8.6 - Liens

8.8 - Permitted Investments

13.6 - Notices
</TABLE>

- ix -
<PAGE> 11

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is
made as of the 4th day of December, 1996, by and among the Banks signatory
hereto (individually, "Bank", and collectively "Banks"), Comerica Bank, as
agent for the Banks (in such capacity, "Agent"), Credit Acceptance Corporation,
a Michigan corporation ("Company") and Credit Acceptance Corporation UK
Limited, a corporation organized under the laws of England ("CAC UK"), CAC of
Canada Limited, a corporation organized under the laws of Canada ("CAC Canada")
and Credit Acceptance Corporation Ireland Limited, a corporation organized
under the laws of the Republic of Ireland ("CAC Ireland").

RECITALS:

A. Company has requested that the Banks amend, renew and/or
extend to it and to the Permitted Borrowers (as defined below), credit in the
aggregate amount of up to Two Hundred Fifty Million Dollars ($250,000,000)
consisting of the Line of Credit and the Revolving Credit (each as defined
below) previously extended to Company and CAC UK pursuant to that certain
Amended and Restated Credit Acceptance Corporation $120,000,000 Credit
Agreement dated as of January 8, 1996 (as amended, the "Prior Credit
Agreement") by and among Company, CAC UK, the Banks signatory thereto and
Comerica Bank, individually and in its capacity as Agent, and also consisting
of letters of credit, on the terms and conditions set forth herein.

B. The Banks are prepared to extend such credit as aforesaid by
amendment and renewal (but not in novation) of the Prior Credit Agreement, but
only on the terms and conditions set forth in this Agreement.

NOW THEREFORE, COMPANY, PERMITTED BORROWERS, AGENT AND THE BANKS
AGREE:

1. DEFINITIONS

For the purposes of this Agreement the following terms will have the
following meanings:
<PAGE> 12

"Account Party(ies)" shall mean, with respect to any Letter of Credit,
the account party or parties (which shall be Company and/or any Permitted
Borrower) as named in an application to the Agent for the issuance of such
Letter of Credit.

"Advance(s)" shall mean, as the context may indicate, a borrowing
requested by Company or by a Permitted Borrower, and made by Banks under
Section 2.1 or 3.1 of this Agreement, as the case may be, or requested by the
Company or by a Permitted Borrower and made by the Swing Line Bank under
Section 3.5 hereof (including without limitation any readvance, refunding or
conversion of such borrowing pursuant to Section 2.3, 3.3 or 3.5(c) hereof) and
any advance in respect of a Letter of Credit under Section 3A.6 hereof
(including without limitation the unreimbursed amount of any draws under
Letters of Credit) and shall include, as applicable, a Eurocurrency-based
Advance, a Quoted Rate Advance, a Prime-based Advance and a Swing Line Advance.

"Advances to Dealers" shall mean, as of any applicable date of
determination, the dollar amount of advances, as such amount would appear in
the footnotes to the financial statements of the Company and its Subsidiaries
prepared in accordance with GAAP at such time, provided that "Advances to
Dealers" shall not include Charged-Off Advances to the extent that such
Charged-Off Advances exceed the portion of the Company's allowance for credit
losses related to reserves against advances not expected to be recovered, as
such allowance would appear in the footnotes to the financial statements of the
Company and its Subsidiaries prepared in accordance with GAAP at such time. For
purposes of this definition, (i) "Charged-Off Advances" shall mean, with
respect to an Established Dealer, at any time, the Dollar amount of the advance
balance related to the pool of installment contract receivables of such
Established Dealer which exceeds the Trailing Twelve Months Payments for such
pool multiplied by three (3); and (ii) "Established Dealer" shall mean, at any
time, a dealer that has participated in the Company's program of financing and
collecting Installment Contract receivables for the immediately preceding
period of twelve (12) consecutive complete calendar months and has an advance
balance in excess of Ten Thousand Dollars ($10,000) at such time; and (iii)
"Trailing Twelve Months Payments" shall mean, at any time, the gross amount of
payments on Installment Contract receivables received by the Company for the
account of an Established Dealer

2
<PAGE> 13

during the immediately preceding period of twelve (12) consecutive complete
calendar months.

"Affiliate" shall mean, at any time, a Person (other than a
Subsidiary) (a) that directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, the Company;
(b) that beneficially owns or holds five percent (5%) or more of any class of
the voting stock of the Company; (c) five percent (5%) or more of the voting
stock (or in the case of a Person that is not a corporation, five percent (5%)
or more of the equity interest) of which is beneficially owned or held by the
Company or a Subsidiary; or (d) that is an officer or director (or a member of
the immediate family of an officer or director) of the Company or any
Subsidiary; in each case, at such time. As used in this definition, "Control"
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

"Agent" shall mean Comerica Bank, a Michigan banking corporation, or
any successor appointed in accordance with Section 12.4 hereof.

"Agent's Correspondent" shall mean:

(a) for Advances in Sterling, Midland Bank plc., London,
Great Britain;

(b) for Advances in Canadian Dollars, Bank of Montreal,
Canada;

(d) for Advances in Eurodollars, Agent's Grand Cayman
Branch (or for the account of said branch office, at Agent's main
office in Detroit, Michigan, United States);

or at such other bank or banks as Agent may from time to time designate by
written notice to Company, the Permitted Borrowers and the Banks.

3
<PAGE> 14

"Agent's Fees" shall mean those fees and expenses required to be paid
by Company to Agent under Section 12.8 hereof.

"Aggregate Sublimit" shall mean, as of any applicable date of
determination, (a) from the effective date hereof until July 31, 1997, that
amount equal to fifteen percent (15%), and (b) on and after August 1, 1997,
that amount equal to twenty percent (20%), of Company's Consolidated Tangible
Net Worth, determined as of the end of each fiscal quarter based upon the
financial statements required to be delivered under Section 7.3(b) or 7.3(c)
hereof, as the case may be, or (subject to the terms hereof) determined on a
monthly basis at the request of the Company based on monthly financial
statements to be delivered pursuant to Sections 2.13(b) and 3.14(b) hereof,
(and giving effect to any changes in net worth shown in the applicable
financial statements on the required date of delivery thereof).

"Allowances for Credit Losses" shall mean those allowances or reserves
established by Company or its Subsidiaries in arriving at installment contracts
receivable, net on its Consolidated balance sheets, as disclosed in the
footnotes thereto.

"Alternate Base Rate" shall mean, for any day, an interest rate per
annum equal to the Federal Funds Effective Rate in effect on such day, plus one
percent (1%).

"Alternative Currency" shall mean British Pounds Sterling
("Sterling"), Canadian Dollars (C$), Irish Punts ("Irish Punts"), and, subject
to the prior written approval of Agent and each of the Banks and to the terms
and conditions of this Agreement, such other freely convertible foreign
currencies (which, when referred to herein or in any of the other Loan
Documents, shall be referred to using the currency codes in effect from time to
time under ISO International Standard 4217, or any such successor publication
or standard) as requested by the Company or a Permitted Borrower.

"Applicable Fee Percentage" shall mean, as of any date of
determination thereof, the applicable percentage used to calculate certain of
the fees due and payable hereunder, determined by reference to the appropriate
columns in the Pricing Matrix attached to this Agreement as Schedule 4.1.

4
<PAGE> 15

"Applicable Interest Rate" shall mean the Eurocurrency-based Rate, the
Prime-based Rate or, with respect to Swing Line Advances, the Quoted Rate, as
selected by Company or a Permitted Borrower from time to time subject to the
terms and conditions of this Agreement.

"Applicable Margin" shall mean, as of any date of determination
thereof, the applicable interest rate margin, determined by reference to the
appropriate columns in the Pricing Matrix attached to this Agreement as
Schedule 4.1.

"Applicable Sublimit" shall mean the Canadian Sublimit, the Irish
Sublimit or the Aggregate Sublimit, as the context may require.

"Assignment Agreement" shall have the meaning ascribed to such term in
Section 13.8(c) hereof.

"August Note Purchase Agreement" shall mean that certain Credit
Acceptance Corporation Note Purchase Agreement dated as of August 1, 1996
($70,000,000) 7.99% Senior Notes due July 1, 2001.

"Banks" shall mean the Banks signatory hereto (including the New
Banks) and any assignee which becomes a Bank pursuant to Section 13.8(c)
hereof.

"Business Day" shall mean any day on which commercial banks are open
for domestic and international business (including dealings in foreign
exchange) in Detroit, London (except with respect to any Prime-based Advances),
and New York and if funds are to be paid or made available in any Alternative
Currency, on such day in the place where such funds are to be paid or made
available.

"CAC Canada" is defined in the Preamble.

"CAC Ireland" is defined in the Preamble.

"CAC Life" shall mean Credit Acceptance Corporation Life Insurance
Company, an Arizona corporation and a wholly-owned Subsidiary of Company.

"CAC UK" is defined in the Preamble.

<PAGE> 16

"CACI" shall mean CAC International, Inc., a Michigan corporation.

"CACI Guaranty" shall mean that certain amended and restated guaranty
of all Indebtedness outstanding from the Company or the Permitted Borrowers
hereunder, executed and delivered by CACI to the Agent, on behalf of the Banks,
dated as of the date hereof, as amended from time to time.

"Canadian Domestic Rate" shall mean, with respect to the relevant
Eurocurrency-based Advance of C$ to CAC Canada for the related
Eurocurrency-Interest Period, the per annum interest rate which is determined
by the Agent in accordance with the following formula (such sum to be rounded
upward, if necessary, to the nearest whole multiple of 1/16th of 1%):

1 1 z
=
--- --- -- ---
x y 365

where:

"x" is the Canadian Domestic Rate;

"y" is the discount rate (expressed as a decimal)
quoted by the Agent's Correspondent, at its main office in Toronto at 10:00
a.m. (Toronto time) two (2) Business Days prior to the first day of such
Eurocurrency-Interest Period as the discount rate at which the Agent's
Correspondent would purchase Bankers Acceptances having an aggregate face
amount the same as such Eurocurrency-based Advance and a tenor the same as the
Eurocurrency-Interest Period applicable thereto; and

"z" is the duration in days of such
Eurocurrency-Interest Period.

"Canadian Sublimit" shall mean, as of any applicable date of
determination, that amount equal to the lesser of

6
<PAGE> 17

may be, or (subject to the terms hereof) determined on a monthly basis at the
request of the Company based on monthly financial statements to be delivered
pursuant to Sections 2.13(b) and 3.14(b) hereof, (and giving effect to any
changes in net worth shown in such financial statements on the required date of
delivery thereof); and

(b) the Aggregate Sublimit minus the sum of the aggregate
principal amount of Advances outstanding to the Permitted Borrowers,
including CAC Canada, (after giving effect to any such Advances being
requested by any Permitted Borrower, including CAC Canada, on such
date, using the Current Dollar Equivalent of any such Advances
outstanding or requested in any Alternative Currency, determined
pursuant to the terms hereof as of the date of such requested
Advance), plus the aggregate undrawn portion of any Letters of Credit
issued for the account of the Permitted Borrowers (including CAC
Canada) which shall be outstanding as of the date of such requested
Advance (based on the Dollar Amount of the undrawn portion of any
Letters of Credit denominated in Dollars and the Current Dollar
Equivalent of the undrawn portion of any Letters of Credit denominated
in any Alternative Currency), the aggregate face amount of Letters of
Credit requested but not yet issued for the account of such Permitted
Borrowers (determined as aforesaid) and the aggregate amount of all
drawings made under any Letter of Credit for which the Agent has not
received full reimbursement from such Permitted Borrowers (using the
Current Dollar Equivalent thereof for any Letters of Credit
denominated in any Alternative Currency).

"Capital Assets" shall mean all assets of a Person other than
intangible assets (so classified in accordance with GAAP), inventories,
accounts receivable and Investments in and securities of any other Person.

"Closing Fee" shall mean the closing fee payable by Company to Agent,
for distribution to the Banks, in the amounts previously agreed to between
Agent and each of the Banks.

"Co-Agents" shall mean LaSalle National Bank and The Bank of New York
and "Co-Agent" shall mean either of them.

"Company" is defined in the Preamble.

<PAGE> 18

"Company Guaranty" shall mean that certain amended and restated
guaranty of all of the Indebtedness outstanding from the Permitted Borrowers
hereunder, executed and delivered by the Company to the Agent, on behalf of the
Banks, in the form annexed hereto as Exhibit J-1, as of the date hereof, as
amended from time to time.

"Consolidated" or "Consolidating" shall, when used with reference to
any financial information pertaining to (or when used as a part of any defined
term or statement pertaining to the financial condition of) Company and its
Subsidiaries, mean the accounts of Company and its Subsidiaries determined on a
consolidated or consolidating basis, as the case may be, all determined as to
principles of consolidation and, except as otherwise specifically required by
the definition of such term or by such statements, as to such accounts, in
accordance with GAAP applied on a consistent basis and consistent with the
financial statements as at and for the fiscal year ended December 31, 1995.

"Consolidated Current Debt" shall mean, as of any applicable date of
determination, all Current Debt of the Company and its Subsidiaries, determined
on a Consolidated basis in accordance with GAAP as of such date.

"Consolidated Fixed Charges" shall mean, for any period, the sum of
(a) Consolidated Interest Expense for such period, plus (b) Operating Rentals
payable by the Company and its Subsidiaries in respect of such period under
Operating Leases, determined after eliminating intercompany transactions among
the Company and its Subsidiaries.

"Consolidated Income Available for Fixed Charges" shall mean, for any
period, the sum of (a) Consolidated Net Income, plus (b) the aggregate amount
of income taxes, depreciation, amortization and Consolidated Fixed Charges (to
the extent, and only to the extent, that such aggregate amount was reflected in
the computation of Consolidated Net Income for such period), determined on a
Consolidated basis for such Persons in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period, the amount
of interest charged or chargeable to the Consolidated Statement of Operations
of Company and its Subsidiaries in respect of such period, as determined in
accordance with GAAP.

<PAGE> 19

"Consolidated Net Income" shall mean, for any period, net earnings (or
loss) after income taxes of Company and its Subsidiaries, determined on a
Consolidated basis for such Persons, as defined according to GAAP, but
excluding:

(a) net earnings (or loss) of any Subsidiary accrued prior to
the date it became a Subsidiary;

(b) any gain or loss (net of tax effects applicable thereto)
resulting from the sale, conversion or other disposition of
Capital Assets other than in the ordinary course of
business;

(d) any gain arising from any reappraisal or write-up of assets;

(e) any portion of the net earnings of any Subsidiary that for
any reason is unavailable for payment of dividends to the
Company or any other Subsidiary, provided that the net
earnings of CAC Life that are unavailable (due to regulatory
requirements applicable to CAC Life) for the payment of
dividends to the Company may be included in the
determination of Consolidated Net Income, to the extent that
such unavailable net earnings do not exceed five percent
(5%) of Consolidated Net Income (determined without giving
effect to this proviso), and provided, further that so long
as the net earnings of CAC Life shall be included in
Consolidated Net Income pursuant to the preceding proviso,
CAC Life shall not have outstanding any debt, regardless of
whether any other Subsidiary may be permitted to have debt
outstanding at such time by reason of a waiver of or an
amendment to this Agreement;

(f) any gain or loss (net of tax effects applicable thereto)
during such period resulting from the receipt of any
proceeds of any insurance policy;

(g) except as set forth herein, any earnings of any Person
acquired by Company or any Subsidiary through the purchase,
merger or consolidation or otherwise, or

9
<PAGE> 20

earnings of any Person substantially all of the assets of
which have been acquired by Company or any Subsidiary, for
any period prior to the date of acquisition;

(h) net earnings of any Person (other than a Subsidiary) in
which Company or any Subsidiary shall have an ownership
interest unless such net earnings shall actually have been
received by the Company or such Subsidiary in the form of
cash distributions; and

(i) any restoration during such period to income of any
contingency reserve, except to the extent that provision for
such reserve

(i) was made during such period out of income accrued
during such period,

(ii) was made in connection with the Company's program of
financing Installment Contracts

(A) to provide for warranty claims for which the
Company may be responsible, or

(B) to cover credit losses in connection with
Advances to Dealers, or

(iii) is required by applicable law with respect to
reserve for claims related to the operation of CAC Life,

provided that the aggregate restoration to income during any period from
reserves described in clause (ii) and clause (iii) above shall not exceed ten
percent (10%) of Consolidated Net Income for such period, prior to giving
effect to such restoration.

"Consolidated Senior Funded Debt" shall mean, as of any applicable
date of determination, the aggregate amount of Funded Debt of the Company and
its Subsidiaries, other than Subordinated Funded Debt, determined on a
Consolidated basis according to GAAP as of such date.

"Consolidated Subordinated Funded Debt" shall mean, as of any
applicable date of determination, the aggregate amount of

<PAGE> 21

Subordinated Funded Debt of the Company and its Subsidiaries, determined on a
Consolidated basis according to GAAP as of such date.

"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.

"Consolidated Total Assets" shall mean the Consolidated total assets
of Company and its Subsidiaries as determined according to GAAP.

"Consolidated Total Debt" shall mean, as of any applicable date of
determination, the aggregate amount of Funded Debt and Current Debt of the
Company and its Subsidiaries, determined on a Consolidated basis according to
GAAP as of such date.

"Covenant Compliance Report" shall mean the report to be furnished by
the Company to the Agent, in substantially the form attached to this Agreement
as Exhibit H and certified by the chief financial officer of the Company
pursuant to Section 7.3(c) hereof, as to whether the Company and its
Subsidiaries are in compliance with the financial covenants contained in
Sections 7.4 through 7.9, inclusive, of this Agreement, in which report the
Company shall set forth its calculations and the resultant ratios or financial
tests determined thereunder, and certifying that no Default or Event of Default
has occurred and is continuing.

"Current Debt" shall mean, with respect to any Person (as of any
applicable date of determination), all Debt of such Person, other than Funded
Debt, determined as of such date according to GAAP.

"Current Dollar Equivalent" shall mean, as of any applicable date of
determination, with respect to any Advance or Letter of Credit in an
Alternative Currency, the amount of Dollars which is equivalent to the then
outstanding principal amount of such Advance or Letter of Credit at the most
favorable spot exchange rate determined by the Agent to be available to it for
the sale of Dollars for such Alternative Currency for delivery at approximately
11:00 A.M. (Detroit time) two (2) Business Days after such date.

<PAGE> 22

Alternative Currency equivalents of Advances or Letters of Credit in Dollars
(to the extent used herein) shall be determined by Agent in a manner consistent
herewith.

"Dealer(s)" shall mean a Person engaged in the business of the retail
sale of used motor vehicles, including both businesses exclusively selling used
motor vehicles and businesses principally selling new motor vehicles, but
having a used vehicle department, including any such Person which constitutes
an Affiliate of Company.

"Dealer Agreement(s)" shall mean the servicing agreements between the
Company or its Subsidiaries and a participating Dealer which sets forth the
terms and conditions under which the Company or its Subsidiaries accepts, as
nominee for such Dealer, the assignment of Installment Contracts for purposes
of administration, servicing and collection and under which the Company or its
Subsidiary may make Advances to such Dealers, as such agreements may be in
effect from time to time.

"Debt" shall mean, with respect to any Person, without duplication,
(a) its liabilities for borrowed money (whether or not evidenced by a
security), (b) any liabilities secured by any Lien existing on property owned
by such Person (whether or not such liabilities have been assumed), (c) its
liabilities consisting of Capital Lease Obligations, (d) the present value of
all payments due under any arrangement for retention of title or any
conditional sale agreement (other than a Capital Lease) discounted at the
implicit rate, if known, with respect thereto or, if unknown, at eight and
eighty-seven one-hundredths percent (8.87%) per annum, and (e) its guaranties
of any liabilities of another Person constituting liabilities of a type set
forth above; provided however that dealer holdbacks shall not be considered
Debt of the Company or its Subsidiaries; and provided further that, solely for
purposes of Section 8.5 hereof, "Debt" shall also include reimbursement
obligations (contingent or otherwise) in respect of letters of credit,
obligations in respect of bankers acceptances, and payment obligations, if any,
under interest rate protection agreements (including without limitation
interest rate swaps and similar agreements) and currency swaps and hedges and
similar agreements.

12
<PAGE> 23

"Debt Rating" shall mean the debt rating of Company's long term,
non-credit enhanced senior unsecured debt (a) so long as no debt rating from
S&P or from Moody's has been obtained by the Company, by Fitch and (b) in the
event that the Company has obtained a debt rating from S&P and/or from Moody's,
by S&P and/or Moody's.

"Default" shall mean any event which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default.

"Dollar Amount" shall mean (i) with respect to each Advance or Letter
of Credit made, issued or carried (or to be made, issued or carried) in
Dollars, the principal amount thereof and (ii) with respect to each Advance or
Letter of Credit made, issued or carried (or to be made or carried) in an
Alternative Currency, the amount of Dollars which is equivalent to the
principal amount of such Advance or Letter of Credit at the most favorable spot
exchange rate determined by the Agent to be available to it for the sale of
Dollars for such Alternative Currency at approximately 11:00 A.M. (Detroit
time) two (2) Business Days before such Advance or Letter of Credit is made or
issued (or to be made or issued), as such Dollar Amount may be adjusted from
time to time pursuant to Section 2.12, 3.12 or 4.3 hereof. When used with
respect to any Alternative Currency portion of an Advance or Letter of Credit
being repaid or remaining outstanding at any time or with respect to any other
sum expressed in an Alternative Currency, "Dollar Amount" shall mean the amount
of Dollars which is equivalent to the principal amount of such Advance or
Letter of Credit, or the amount so expressed in such Alternative Currency, at
the most favorable spot exchange rate determined by the Agent to be available
to it for the sale of Dollars for such Alternative Currency at the relevant
time. Alternative Currency amounts of Advances or Letters of Credit made,
issued, carried or expressed in Dollars (to the extent used herein) shall be
determined by Agent in a manner consistent herewith.

"Dollars" and the sign "$" shall mean lawful money of the United
States of America.

"Domestic Advance" shall mean any Advance other than a
Eurocurrency-based Advance or any other Advance denominated in an Alternative
Currency.

<PAGE> 24

"Domestic Guaranty" shall mean that certain guaranty of all
Indebtedness outstanding from the Company and the Permitted Borrowers
hereunder, executed and delivered (or to be executed and delivered) by each of
the Significant Domestic Subsidiaries (whether by execution thereof, or by
execution of the Joinder Agreement attached as "Exhibit A" to the form of such
Guaranty), to the Agent, on behalf of the Banks, in the form annexed hereto as
Exhibit J-2, as amended from time to time.

"Domestic Subsidiaries" shall mean those Subsidiaries of the Company
incorporated under the laws of the United States of America, or any state
thereof.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, or any successor act or code, and the regulations in effect
from time to time thereunder.

"ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) which is under common control with the Company within the meaning
of Section 4001 of ERISA or is part of a group which includes the Company and
would be treated as a single employer under Section 414 of the Internal Revenue
Code, and any Domestic Subsidiary.

"Eurocurrency-based Advance" shall mean any Advance (including a Swing
Line Advance) which bears interest at the Eurocurrency-based Rate.

"Eurocurrency-based Rate" shall mean a per annum interest rate which
is equal to the sum of (a) the Applicable Margin (subject, if applicable, to
adjustment under Section 4.1 hereof), plus (b)(i) in the case of any
Eurocurrency-based Advance other than an Advance of C$ to CAC Canada described
in clause (ii) below, the quotient of:

(A) the per annum interest rate at which deposits in the
relevant eurocurrency are offered to Agent's
Eurocurrency Lending Office by other prime banks in
the eurocurrency market in an amount comparable to
the relevant Eurocurrency- based Advance and for a
period equal to the relevant Eurocurrency-Interest
Period at approximately 11:00 A.M. Detroit time two
(2) Business Days prior to the first day of such
Eurocurrency-Interest Period, divided by

<PAGE> 25

(B) a percentage equal to 100% minus the maximum rate on
such date at which Agent is required to maintain
reserves on `Eurocurrency Liabilities' as defined in
and pursuant to Regulation D of the Board of
Governors of the Federal Reserve System or, if such
regulation or definition is modified, and as long as
Agent is required to maintain reserves against a
category of liabilities which includes eurocurrency
deposits or includes a category of assets which
includes eurocurrency loans, the rate at which such
reserves are required to be maintained on such
category,

such sum to be rounded upward, if necessary, to the nearest whole multiple of
1/16th of 1%; or (ii) in the case of any Advances of C$ to CAC Canada, the
greater of (C) the rate determined in the manner set forth under clause (b)(i),
above, and (D) the Canadian Domestic Rate.

"Eurocurrency-Interest Period" shall mean, (a) for Swing Line
Advances, an Interest Period of one month (or any lesser number of days agreed
to in advance by Company or a Permitted Borrower, Agent and the Swing Line
Bank) and (b) for all other Eurocurrency-based Advances, an Interest Period of
one, two, three or six months and, in addition, in the case of Advances of the
Revolving Credit only, twelve months (or any lesser or greater number of days
agreed to in advance by Company or a Permitted Borrower, Agent and the Banks)
as selected by Company or such Permitted Borrower, as applicable, for a
Eurocurrency-based Advance pursuant to Section 2.3, 3.3, or 3.5 hereof, as the
case may be.

"Eurocurrency Lending Office" shall mean, (a) with respect to the
Agent, Agent's office located at its Grand Caymans Branch or such other branch
of Agent, domestic or foreign, as it may hereafter designate as its
Eurocurrency Lending Office by notice to Company, the Permitted Borrowers and
the Banks and (b) as to each of the Banks, its office, branch or affiliate
located at its address set forth on the signature pages hereof (or identified
thereon as its Eurocurrency Lending Office), or at such other office, branch or
affiliate of such Bank as it may hereafter designate as its Eurocurrency
Lending Office by notice to Company and Agent.

<PAGE> 26

"Event of Default" shall mean any of the events specified in Section
9.1 hereof.

"Existing Letter of Credit" shall mean a letter of credit issued under
the Prior Credit Agreement which is outstanding on the effective date hereof.

"Federal Funds Effective Rate" shall mean, for any day, a fluctuating
interest rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by Agent from three Federal funds brokers of recognized standing
selected by it.

"Fees" shall mean the Agent's Fees, the Line of Credit Facility Fee,
the Revolving Credit Facility Fee and the Letter of Credit Fees.

"Fitch" shall mean Fitch Investor Services, Inc. or its successors.

"Fixed Charge Coverage Ratio" shall mean, as of any applicable date of
determination, the ratio of (a) Consolidated Income Available for Fixed Charges
for the period of four (4) consecutive fiscal quarters of the Company most
recently ended at such time to (b) Consolidated Fixed Charges for such period.

"Floor Plan Receivables" shall mean, as of any applicable date of
determination, the aggregate amount outstanding from Dealers pursuant to
financing extended to such Dealers by Company or any of its Subsidiaries for
used motor vehicle inventories, such financing to be secured by the related
motor vehicle inventories and any future cash collections owed by Company or
its Subsidiaries to the Dealer under the applicable Dealer Agreement in respect
of outstanding Installment Contracts.

"Foreign Guaranty" shall mean that certain guaranty of all
Indebtedness outstanding from the Permitted Borrowers hereunder, executed and
delivered (or to be executed and delivered) by each of

<PAGE> 27

the Significant Foreign Subsidiaries (whether by execution thereof, or by
execution of the Joinder Agreement attached as "Exhibit A" to the form of such
Guaranty) to the Agent, on behalf of the Banks, in the form annexed hereto as
Exhibit J-3, as amended from time to time.

"Foreign Subsidiaries" shall mean all of the Company's Subsidiaries
other than its Domestic Subsidiaries.

"Funded Debt" shall mean, with respect to any Person (as of any
applicable date of determination), all Debt of a Person which matures, or which
at the election of such Person may mature, more than one (1) year after the
date as of which such computation was made, determined as of such date
according to GAAP.

"Funding Conditions" shall mean those conditions required to be
satisfied prior to or concurrently with the funding of any Future Debt, as
follows:

(a) not less than thirty (30) days prior to the date any
such Debt is to be incurred, Company provides to the
Agent and the Banks pro forma projected financial
information for the Company and its Subsidiaries (on
a Consolidated and Consolidating basis), in form and
substance satisfactory to the Majority Banks, taking
into account the amount of additional Debt requested
by the Company to be incurred as Future Debt and
including sufficient detail for at least the four
fiscal quarters immediately following the date such
Debt is requested to be incurred so as to permit
calculation of the financial ratios set forth in
Sections 7.4 through 7.9 hereof (and a summary in
reasonable detail describing all materialassumptions
underlying such projections) and such projections
demonstrate that the Company would be in compliance
with such financial ratios 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

<PAGE> 28

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; and

(d) concurrently with the incurring of such additional
Debt, the principal balance outstanding under the
Line of Credit and the Revolving Credit (to the
extent then outstanding, and including the aggregate
amount of any outstanding Letters of Credit and the
aggregate amount of drawings made under any Letter
of Credit for which the Agent has not received full
payment) shall be reduced by the amount of Debt so
incurred, net of third-party expenses incurred by
Company in connection with the issuance of such
Debt, subject to the right to reborrow in accordance
with this Agreement.

"Future Debt" shall mean (i) Debt evidenced by Medium Term Notes and
(ii) Debt evidenced by Long Term Notes; provided that the aggregate principal
amount of all such Debt incurred from and after the date hereof (tested as of
each date Debt is incurred as Future Debt) shall not exceed the greater of
Seventy-Five Million Dollars ($75,000,000) or fifty percent (50%) of
Consolidated Tangible Net Worth; and provided further that, at the time any
such Debt is incurred, the Funding Conditions have been satisfied.

For the purposes of this definition of "Future Debt",

(x) "Long Term Notes" shall mean unsecured promissory notes
to be issued by the Company (other than Debt evidenced by Medium Term
Notes) issued as part of a private placement or carrying a public debt
rating by a Rating Agency and which Debt shall have a term extending
at least beyond the Revolving Credit Maturity Date then in effect,
with an amortization schedule not greater than level amortization to
maturity (but with no principal payments required for a period of not
less

18
<PAGE> 29

than 3 years) and with no call option or other provision for mandatory
early repayment except for acceleration on default; and

(y) "Medium Term Notes" shall mean unsecured promissory
notes to be issued by the Company pursuant to a shelf registration
under the Securities Act of 1933, as amended from time to time, and
carrying a public debt rating by a Rating Agency in an aggregate
principal amount not to exceed Three Hundred Million Dollars
($300,000,000), and with maturities, amortization, and other terms and
conditions acceptable to the Majority Banks.

"Future Debt Documents" shall mean the promissory note(s),
guaranty(ies), agreement(s) or other documents, instruments and certificates
executed and delivered, subject to the terms of this Agreement, to evidence or
secure (or otherwise relating to) Future Debt, as the same may be amended from
time to time and any and all other documents executed in exchange therefor or
replacement or renewal thereof.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date hereof, consistently applied.

"Gross Dealer Holdbacks" shall mean the aggregate amount, as of any
applicable date of determination, of dealer holdbacks utilized in arriving at
Net Dealer Holdbacks on the Consolidated balance sheet of the Company and its
Subsidiaries, as disclosed in the footnotes thereto.

"Gross Installment Contract Receivables" shall mean, as of any
applicable date of determination, the aggregate amount of Installment Contract
receivables utilized in arriving at Net Installment Contract Receivables on the
Consolidated balance sheet of the Company and its Subsidiaries, as determined
in the footnotes thereto.

"Guaranties" shall mean the Company Guaranty, the CACI Guaranty, the
Domestic Guaranty and the Foreign Guaranty.

"Guarantor(s)" shall mean CACI and each Significant Subsidiary which
is required by the Banks to guarantee the obligations of the

19
<PAGE> 30

Company and/or the Permitted Borrowers hereunder and under the other Loan
Documents.

"Hazardous Material" shall mean and include any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for purposes of)
the Hazardous Material Laws.

"Hazardous Material Law(s)" shall mean all laws, codes, ordinances,
rules, regulations, orders, decrees and directives issued by any federal,
state, local, foreign or other governmental or quasi-governmental authority or
body (or any agency, instrumentality or political subdivision thereof)
pertaining to Hazardous Material on or about the Material Property or any
portion thereof including, without limitation, those relating to soil, surface,
subsurface ground water conditions and the condition of the ambient air; any
so-called "superfund" or "superlien" law; and any other federal, state, foreign
or local statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous waste, substance or material, as
now or at any time hereafter in effect. For the purposes of this definition
"Material Property" shall mean any property, whether personal or real, owned,
leased or otherwise used by the Company or any of the Subsidiaries which is
material to the operations of the Company and the Subsidiaries, taken as a
whole.

"Hereof", "hereto", "hereunder" and similar terms shall refer to this
Agreement in its entirety and not to any particular paragraph or provision of
this Agreement.

"Indebtedness" shall mean all indebtedness and liabilities, whether
direct or indirect, absolute or contingent, owing by Company or any of the
Permitted Borrowers to the Banks (or any of them) or to the Agent, in any
manner and at any time, under this Agreement or the other Loan Documents,
whether evidenced by the Notes, the Guaranties, Letter of Credit Agreements or
otherwise, due or hereafter to become due, now owing or that may hereafter be
incurred by the Company, or any of the Permitted Borrowers to, or acquired by,
the Banks or by Agent, and any judgments that may hereafter be rendered on such
indebtedness or any part thereof, with interest according to the rates and
terms specified, or as provided by law, and any and all consolidations,
amendments, renewals, replacements or extensions of any of the foregoing.

<PAGE> 31

"Installment Contract(s)" shall mean retail installment contracts for
the sale of used motor vehicles, to be assigned by Dealers to Company or a
Subsidiary of Company, as nominee for the Dealer, for administration, servicing
and collection pursuant to an applicable Dealer Agreement.

"Interest Period" shall mean

(a) with respect to a Eurocurrency-based Advance, a
Eurocurrency-Interest Period commencing on the day a
Eurocurrency-based Advance is made, or on the effective date of an
election of the Eurocurrency-based Rate made under Section 2.3 or 3.3
hereof, as the case may be, and

(b) with respect to a Swing Line Advance, a period of one
(1) to thirty (30) days agreed to in advance by Company and the Swing
Line Bank as selected by Company pursuant to Section 3.5(c),

provided that (i) any Interest Period which would otherwise end on a day which
is not a Business Day shall end on the next succeeding Business Day, except
that as to a Eurocurrency-Interest Period, if the next succeeding Business Day
falls in another calendar month, such Eurocurrency- Interest Period shall end
on the next preceding Business Day, and (ii) when a Eurocurrency-Interest
Period begins on a day which has no numerically corresponding day in the
calendar month during which such Eurocurrency-Interest Period is to end, it
shall end on the last Business Day of such calendar month, and (iii) no
Interest Period shall extend beyond the maturity date set forth in the Note to
which such Interest Period is to apply.

"Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, and the regulations promulgated thereunder.

"Investment" shall mean, in respect of any Person, any loan, advance,
extension of credit, guaranty or contribution of capital or any investment in,
or purchase or other acquisition of, stocks, notes, debentures or other
securities of such Person.

"Irish Sublimit" shall mean, as of any applicable date of
determination, that amount equal to the lesser of

21
<PAGE> 32

(a) five percent (5%) of Company's Consolidated Tangible Net
Worth, determined as of the end of each fiscal quarter based upon the
financial statements required to be delivered under Section 7.3(b) or
7.3(c) hereof, as the case may be, or (subject to the terms hereof)
determined on a monthly basis at the request of the Company based on
monthly financial statements to be delivered pursuant to Section
2.13(b) and 3.14(b) hereof, (and giving effect to any changes in net
worth shown in such financial statements on the required date of
delivery thereof); and

(b) the Aggregate Sublimit minus the sum of the aggregate
principal amount of Advances outstanding to the Permitted Borrowers,
including CAC Ireland, (after giving effect to any such Advances being
requested by any Permitted Borrower, including CAC Ireland, on such
date, using the Current Dollar Equivalent of any such Advances
outstanding or requested in any Alternative Currency, determined
pursuant to the terms hereof as of the date of such requested
Advance), plus the aggregate undrawn portion of any Letters of Credit
issued for the account of the Permitted Borrowers (including CAC
Ireland) which shall be outstanding as of the date of such requested
Advance (based on the Dollar Amount of the undrawn portion of any such
Letters of Credit denominated in Dollars and the Current Dollar
Equivalent of the undrawn portion of any such Letters of Credit
denominated in any Alternative Currency), the aggregate face amount of
Letters of Credit requested but not yet issued (determined as
aforesaid) and the aggregate amount of all drawings for the account of
such Permitted Borrowers made under any Letter of Credit for which the
Agent has not received full reimbursement from such Permitted
Borrowers (using the Current Dollar Equivalent thereof for any such
Letters of Credit denominated in any Alternative Currency).

"Issuing Office" shall mean Agent's office located at One Detroit
Center, 500 Woodward Avenue, Detroit, Michigan 48275 or such other office as
Agent shall designate as its Issuing Office.

"Joinder Agreement (Guaranty)" shall mean a joinder agreement in the
form attached as "Exhibit A" to the form of the Domestic Guaranty and to the
form of the Foreign Guaranty, to be executed

<PAGE> 33

and delivered by any Person required to be a Guarantor pursuant to Section 7.23
of this Agreement.

"Letter of Credit Agreement" shall mean, in respect of each Letter of
Credit, the application and related documentation satisfactory to the Agent of
an Account Party or Account Parties requesting Agent to issue such Letter of
Credit, as amended from time to time.

"Letter of Credit Fees" shall mean the fees payable to Agent for the
accounts of the Banks in connection with Letters of Credit pursuant to Section
3A.4 hereof.

"Letter of Credit Maximum Amount" shall mean as of any date of
determination the lesser of: (a) Ten Million Dollars ($10,000,000); or (b) the
Revolving Credit Maximum Amount as of such date, minus the aggregate principal
amount of Advances outstanding as of such date under the Revolving Credit Notes
and the Swing Line Notes.

"Letter of Credit Obligation(s)" shall mean the obligation of an
Account Party or Account Parties under this Agreement and each Letter of Credit
Agreement to reimburse the Agent for each payment made by the Agent under the
Letter of Credit issued pursuant to such Letter of Credit Agreement, together
with all other sums, fees, charges and amounts which may be owing to the Agent
under such Letter of Credit Agreement.

"Letter of Credit Payment" shall mean any amount paid or required to
be paid by the Agent in its capacity hereunder as issuer of a Letter of Credit
as a result of a draft or other demand for payment under any Letter of Credit.

"Letter(s) of Credit" shall mean any standby or documentary letters of
credit issued by Agent at the request of or for the account of an Account Party
or Account Parties pursuant to Article 3A hereof, including without limitation
any Existing Letters of Credit.

"Lien" shall mean any pledge, assignment, hypothecation, mortgage,
security interest, deposit arrangement, option, trust receipt, conditional sale
or title retaining contract, sale and leaseback transaction, or any other type
of lien, charge or

23
<PAGE> 34

encumbrance, whether based on common law, statute or contract; provided that
the term "Lien" shall not include any negative pledge clauses in agreements
relating to the borrowing of money or the obligation of Company or any of its
Subsidiaries (a) to remit monies held by it in connection with dealer
holdbacks, claims or refunds under insurance policies or claims or refunds
under service contracts or (b) to make deposits in trust or otherwise as
required under re-insurance agreements and pursuant to state regulatory
requirements, unless the Company or any of its Subsidiaries, as the case may
be, has encumbered its interest in such monies or deposits or in other property
of the Company to secure such obligations.

"Line of Credit" shall mean the line of credit facility to be advanced
to the Company or a Permitted Borrower pursuant to Section 2.1 hereof, in an
amount not to exceed the Line of Credit Maximum Amount.

"Line of Credit Facility Fee" shall mean the facility fee payable to
Agent for distribution to the Banks pursuant to Section 2.12 hereof.

"Line of Credit Maturity Date" shall mean the earlier to occur of (i)
December 3, 1997, as such date may be extended from time to time pursuant to
Section 2.15 hereof, and (ii) the date on which the Line of Credit Maximum
Amount shall be terminated pursuant to Section 2.14 or 9.2 hereof.

"Line of Credit Maximum Amount" shall mean One Hundred Fifty Million
Dollars ($150,000,000), less any reductions in the Line of Credit Maximum
Amount under Section 2.14 of this Agreement.

"Line of Credit Notes" shall mean the Notes described in Section 2.1
hereof, made or to be made by Company or a Permitted Borrower to each of the
Banks in the form annexed to this Agreement as Exhibit B-1 or B-2, as the case
may be, as such Notes may be amended, renewed, replaced or extended from time
to time.

"Loan Documents" shall mean, collectively, this Agreement, the Notes,
the Guaranties, the Letter of Credit Agreements and any other documents,
instruments or agreements executed pursuant to or in connection with any such
document, or this Agreement, as such documents may be amended, renewed,
replaced or extended from time to time.

<PAGE> 35

"Majority Banks" shall mean at any time Banks holding 66-2/3% of the
aggregate principal amount of the Indebtedness then outstanding under the Notes
(provided that, for purposes of determining Majority Banks hereunder,
Indebtedness outstanding under the Swing Line Notes shall be allocated among
the Banks based on their respective Percentages of the Revolving Credit), or,
if no Indebtedness is then outstanding, Banks holding 66-2/3% of the
Percentages.

"Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

"Multiemployer Plan" shall mean any Pension Plan which is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Dealer Holdbacks" shall mean, as of any applicable date of
determination, (a) Gross Dealer Holdbacks minus (b) Advances to Dealers, as
such amounts would appear in the footnotes to the financial statements of the
Company and its Subsidiaries prepared in accordance with GAAP at such time.

"Net Installment Contract Receivables" shall mean, as of any date of
determination thereof, Installment Contract receivables, net, as such amount
would appear on the Consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with GAAP at such time and computed as the
result of (a) Gross Installment Contract Receivables minus (b) Unearned Finance
Charges minus (c) Allowances for Credit Losses.

"Notes" shall mean the Line of Credit Notes, the Revolving Credit
Notes or the Swing Line Notes, or any or all of the Line of Credit Notes, the
Revolving Credit Notes, and the Swing Line Notes as the context indicates, and
in the absence of such indication, all such notes.

"Notes Receivable" shall mean, as of any applicable date of
determination, the aggregate amount outstanding under promissory notes issued
by Dealers to Company or its Subsidiaries to evidence working capital loans by
Company or any of its Subsidiaries to Dealers.

"Operating Lease" shall mean any lease other than a Capital Lease.

<PAGE> 36

"Operating Rental" shall mean all rental payments that the Company or
any of its Subsidiaries, as lessee, is required to make under the terms of any
Operating Lease.

"PBGC" shall mean the Pension Benefit Guaranty Corporation under
ERISA, or any successor corporation.

"Pension Plan(s)" shall mean all employee pension benefit plans of
Company, any ERISA Affiliate or any Permitted Borrower, as defined in Section
3(2) of ERISA.

"Percentage" shall mean, with respect to any Bank, its percentage
share, as set forth on Exhibit D hereto, of the Letters of Credit, the Line of
Credit, and/or the Revolving Credit, as the context indicates, as such Exhibit
may be revised from time to time by Agent in accordance with Section 13.8(d)
hereof.

"Permitted Acquisition" shall mean the Tele-Track Acquisition, and any
acquisition by the Company or any of its Subsidiaries of assets, businesses or
business interests or shares of stock or other ownership interests of or in any
Person primarily engaged in the provision of financing programs for the
purchase of used motor vehicles, conducted in accordance with the following
requirements:

(a) not less than thirty (30) nor more than ninety (90)
days prior to the commencement of each such proposed acquisition, the
Company provides written notice thereof to Agent (with drafts of all
material documents pertaining to such proposed acquisition to be
furnished to Agent within not less than thirty (30) days prior to such
proposed acquisition);

(b) on the date of any such acquisition, all necessary
or appropriate governmental, quasi-governmental, agency, regulatory or
similar approvals of applicable jurisdictions (or the respective
agencies, instrumentalities or political subdivisions, as applicable,
of such jurisdictions) and all necessary or appropriate
non-governmental and other third-party approvals which, in each case,
are material to such acquisition have been obtained and are in effect,
and the Company and its Subsidiaries are in full compliance therewith,
and all necessary or appropriate declarations, registrations or other
filings with any court, governmental or regulatory

<PAGE> 37

authority, securities exchange or any other person have been made;

(c) the aggregate value of all of such acquisitions,
including the value of any proposed new acquisition, conducted while
this Agreement remains in effect as Permitted Acquisitions (but
excluding any acquisition conducted with the specific written approval
of the Majority Banks, and not as a Permitted Acquisition hereunder)
computed on the basis of total acquisition consideration paid or
incurred, or to be paid or incurred, by the Company or its
Subsidiaries with respect thereto, including all indebtedness which is
assumed or to which such assets, businesses or business or ownership
interests or shares, or any Person so acquired, is subject, shall not
exceed Ten Million Dollars ($10,000,000) (or the Alternative Currency
equivalent thereof, if applicable), determined as of the date of such
acquisition;

(d) within thirty (30) days after any such acquisition
has been completed the Company shall deliver to the Agent executed
copies of all material documents pertaining to such acquisition, and
the Company, its Subsidiaries and any of the corporate entities
involved in such acquisition shall execute or cause to be executed,
and provide or cause to be provided to Agent, for the Banks, such
documents and instruments (including without limitation, the
Guaranties as required by Section 7.23 hereof, and opinions of
counsel, amendments, acknowledgments, consents and evidence of
approvals or filings) as reasonably requested by Agent, if any; and

(e) both immediately before and after such acquisition,
no Default or Event of Default (whether or not related to such
acquisition), has occurred and is continuing.

"Permitted Borrower" shall mean CAC UK, CAC Canada and/or CAC Ireland.

"Permitted CAC UK Debt" shall mean additional Debt of CAC UK issued as
part of any short term, working capital or overdraft loan facility denominated
in an Alternative Currency in an aggregate amount at any time outstanding
(determined on the date any such Debt is incurred) not to exceed the greater of
(a) twelve and one-half percent (12.5%) of Consolidated Tangible Net Worth or
(b) the

<PAGE> 38

equivalent of Ten Million Dollars ($10,000,000) in such Alternative Currency,
less the aggregate amount at any time outstanding of overdraft lines of credit
or similar credit facilities in the name of CAC UK permitted under Section
8.5(d) hereof; provided that such Debt (i) is unsecured, except to extent of
any Lien granted by CAC UK which is permitted under Section 8.6(d) hereof, (ii)
is not guaranteed or otherwise supported by Company or any of its other
Subsidiaries, and (iii) 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.

"Permitted Currencies" shall mean Dollars or any Alternative Currency.

"Permitted Guaranties" shall mean any guaranties or other support
provided by the Company, for the benefit of the Permitted Borrowers, covering
any overdraft lines of credit or similar credit arrangements maintained by the
Permitted Borrowers under Section 8.5(d) hereof.

"Permitted Investments" shall mean:

(a) Investments in direct obligations of, or obligations
guarantied by, the United States of America or any agency of the
United States of America the obligations of which agency carry the
full faith and credit of the United States of America, provided that
such obligations (other than Investments by CAC Life in such
obligations made to match liabilities incurred in the ordinary course
of business) mature within one (1) year from the date of acquisition
thereof;

(b) Investments in any obligation of any state or
municipality thereof that at the time of acquisition thereof have an
assigned rating of "A" or higher by S&P (or an equivalent or higher
rating by another credit rating agency of recognized national standing
in the United States of America), provided that such obligations
(other than Investments by CAC Life in such obligations made to match
liabilities incurred in the ordinary course of business)

<PAGE> 39

mature within one (1) year from the date of acquisition thereof;

(c) Investments in negotiable certificates of deposit
issued by commercial banks organized under the laws of the United
States of America or any state thereof, having capital, surplus and
undivided profits aggregating at least Fifty Million Dollars
($50,000,000) and the long-term unsecured debt obligations of which
are rated "A" or higher by S&P (or an equivalent or higher rating by
another credit rating agency of recognized national standing in the
United States of America), provided that such certificates of deposit
(other than Investments by CAC Life in such certificates of deposit
made to match liabilities incurred in the ordinary course of business)
mature within one (1) year from the date of acquisition thereof;

(d) Investments in corporate debt obligations of
corporations organized under the laws of the United States of America
or any state thereof that at the time of acquisition thereof have an
assigned rating of "A" or higher by S&P (or an equivalent or higher
rating by another credit rating agency of recognized national standing
in the United States of America); and

(e) Investments in preferred stock of corporations
organized under the laws of the United States of America or any state
thereof that have an assigned rating of "A" or higher by S&P (or an
equivalent or higher rating by another credit rating agency of
recognized national standing in the United States of America).

"Permitted Liens" shall mean, with respect to any Person:

(a) any Liens granted under or established by this
Agreement or the other Loan Documents;

(b) Liens for taxes not yet due and payable or which are
being contested in good faith by appropriate proceedings diligently
pursued, provided that such provision for the payment of all such
taxes known to such Person has been made on the books of such Person
as may be required by GAAP;

<PAGE> 40

(c) mechanics', materialmen's, banker's, carriers',
warehousemen's and similar Liens arising in the ordinary course of
business and securing obligations of such Person that are not overdue
for a period of more than 60 days or are being contested in good faith
by appropriate proceedings diligently pursued, provided that in the
case of any such contest (i) any proceedings commenced for the
enforcement of such liens and encumbrances shall have been duly
suspended; and (ii) such provision for the payment of such liens and
encumbrances has been made on the books of such Person as may be
required by GAAP;

(d) Liens arising in connection with worker's
compensation, unemployment insurance, old age pensions (subject to the
applicable provisions of this Agreement) and social security benefits
which are not overdue or are being contested in good faith by
appropriate proceedings diligently pursued, provided that in the case
of any such contest (i) any proceedings commenced for the enforcement
of such Liens shall have been duly suspended; and (ii) such provision
for the payment of such Liens has been made on the books of such
Person as may be required by GAAP;

(e) (i) Liens incurred in the ordinary course of business to
secure the performance of statutory obligations arising in connection
with progress payments or advance payments due under contracts with
the United States or any foreign government or any agency thereof
entered into in the ordinary course of business and (ii) liens
incurred or deposits made in the ordinary course of business to secure
the performance of statutory obligations, bids, leases, fee and
expense arrangements with trustees and fiscal agents and other similar
obligations (exclusive of obligations incurred in connection with the
borrowing of money, any lease-purchase arrangements or the payment of
the deferred purchase price of property), provided that full provision
for the payment of all such obligations set forth in clauses (i) and
(ii) has been made on the books of such Person as may be required by
GAAP;

(f) Liens in the nature of any minor imperfections of
title, including but not limited to easements, covenants, rights-
of-way or other similar restrictions, which, either individually or in
the aggregate, would not (i) materially

<PAGE> 41

adversely affect the present or future use of the property to which
they relate, or (ii) have a material adverse effect on the sale or
lease of such property, or (iii) render title thereto unmarketable;

(g) Liens (i) arising from judicial attachments and
judgments, (ii) securing appeal bonds or supersedeas bonds, and (iii)
arising in connection with court proceedings (including, without
limitation, surety bonds and letters of credit or any other instrument
serving a similar purpose), provided that (1) the execution or other
enforcement of such Liens is effectively stayed, (2) the claims
secured thereby are being contested in good faith and by appropriate
proceedings, (3) adequate book reserves in accordance with GAAP shall
have been established and maintained and shall exist with respect
thereto, (4) such Liens do not in the aggregate detract from the value
of such property and (5) the title of the Company or a Subsidiary, as
the case may be, to, and its right to use, such property, is not
materially adversely affected thereby; and

(h) those Liens of the Company or its Subsidiaries
identified in Schedule 8.6 hereto.

"Permitted Merger(s)" shall mean any merger of (i) any Subsidiary
(including, without limitation, a Permitted Borrower or Guarantor) or any
Person which is being acquired pursuant to a Permitted Acquisition into Company
or any Permitted Borrower or (ii) the merger of any Subsidiary or any Person
which is being acquired pursuant to a Permitted Acquisition (other than a
Permitted Borrower or Guarantor) into any other Subsidiary or any Person which
is being acquired pursuant to a Permitted Acquisition, which, in each case,
satisfies and/or is conducted in accordance with the following requirements:

(a) not less than thirty (30) nor more than
ninety (90) days prior to the commencement of such proposed
merger, Company provides written notice thereof to Agent
(with drafts of all material documents pertaining to such
proposed merger to be furnished to Agent not less than
twenty (20) days prior to such proposed merger);

<PAGE> 42

(b) immediately following and as the direct
result of any such merger, the surviving or successor entity
has succeeded by operation of applicable law (as confirmed
by an opinion(s) of counsel in form and substance
satisfactory to the Majority Banks) to all of the
obligations of the non-surviving entity under this Agreement
and the other Loan Documents, and to all of the property
rights of such non-surviving entity subject to the
applicable Loan Documents;

(c) concurrently with such proposed merger, the
surviving entity involved in such merger shall execute or
cause to be executed, and provide or cause to be provided to
Agent, for the Banks, such documents and instruments
(including without limitation opinions of counsel,
amendments, acknowledgments and consents), if any, as
reasonably requested by the Majority Banks; and

(d) both immediately before and immediately after
such merger, no Default or Event of Default (whether or not
related to such merger), has occurred and is continuing.

"Permitted Prepayment" shall mean any prepayment of the Senior Debt or
Future Debt which is funded solely with the proceeds of (x) new cash equity in
the form of nonconvertible common shares, (y) Subordinated Debt, or (z)
substitute long term Debt which satisfies the following conditions:

(i) such Debt shall have a term extending at least
beyond the Revolving Credit Maturity Date then in
effect, with an amortization schedule not greater
than level amortization to maturity (but with no
principal payments required for a period of not less
than 3 years) and with no call option or other
provision for mandatory early repayment except for
acceleration on default;

(ii) such Debt shall be unsecured;

(iii) both immediately before and immediately after such
additional Debt is incurred, no Default or Event of
Default (whether or not related to such additional

<PAGE> 43

Debt, and taking into account the incurring of such
additional Debt) has occurred and is continuing; and

(iv) 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,

in each case, issued concurrently with such prepayment.

"Permitted Transfer(s)" shall mean any sale, assignment, transfer or
other disposition of inventory or worn-out or obsolete machinery, equipment or
other such personal property in the ordinary course of business.

"Person" shall mean an individual, corporation, partnership, limited
liability company, trust, incorporated or unincorporated organization, joint
venture, joint stock company, or a government or any agency or political
subdivision thereof or other entity of any kind.

"Prime Rate" shall mean the per annum interest rate established by
Agent as its prime rate for its borrowers as such rate may vary from time to
time, which rate is not necessarily the lowest rate on loans made by Agent at
any such time.

"Prime-based Advance" shall mean an Advance (including a Swing Line
Advance) which bears interest at the Prime-based Rate.

"Prime-based Rate" shall mean that rate of interest which is the
greater of (i) the Prime Rate or (ii) the Alternate Base Rate.

"Prior Credit Agreement" is defined in Recital A to this Agreement.

"Prohibited Transaction" shall mean any transaction involving a
Pension Plan which constitutes a "prohibited transaction" under Section 406 of
ERISA or Section 4975 of the Internal Revenue Code.

<PAGE> 44

"Quoted Rate" shall mean the rate of interest per annum offered by the
Swing Line Bank in its sole discretion with respect to a Swing Line Advance.

"Quoted Rate Advance" means any Swing Line Advance which bears
interest at the Quoted Rate.

"Rating Agency" shall mean Fitch, or S&P, or Moody's, and "Rating
Agencies" shall be the collective reference to any or all of the foregoing.

"Rating Level 1" shall mean (a) so long as no Debt Rating from S&P or
Moody's is obtained by the Company, then a Debt Rating of A- or higher from
Fitch, and (b) in the event that a Debt Rating is obtained from S&P and
Moody's, then a Debt Rating of BBB or higher from S&P and Baa2 or higher from
Moody's.

"Rating Level 2" shall mean (a) so long as no Debt Rating from S&P or
Moody's is obtained by the Company, then a Debt Rating of BBB+ from Fitch, (b)
in the event that a Debt Rating is obtained from either S&P or Moody's, then
either, a Debt Rating of BBB or higher from S&P or Baa2 or higher from Moody's
and (c) in the event that a Debt Rating is obtained from S&P and Moody's, then
either (i) a Debt Rating of Baa3 from Moody's and BBB (or higher) from S&P or
(ii) a Debt Rating of BBB- from S&P and Baa2 (or higher) from Moody's.

"Rating Level 3" shall mean (a) so long as no Debt Rating from S&P or
Moody's is obtained by the Company, then a Debt Rating of BBB from Fitch, and
(b) in the event that a Debt Rating is obtained from S&P and/or Moody's, then
(i) if both ratings are obtained the lower of, and (ii) if only one rating is
obtained then either, a Debt Rating of BBB- (or higher) from S&P or Baa3 (or
higher) from Moody's.

"Rating Level 4" shall mean (a) so long as no Debt Rating from S&P or
Moody's is obtained by the Company, then a Debt Rating of BBB- from Fitch, and
(b) in the event that a Debt Rating is obtained from S&P and/or Moody's, then
(i) if both ratings are obtained the lower of, and (ii) if only one rating is
obtained then either, a Debt Rating of BB+ (or higher) from S&P or Ba1 (or
higher) from Moody's.

34
<PAGE> 45

"Rating Level 5" shall mean the rating level (if any) which exists
whenever the Company does not qualify for Rating Level 1, 2, 3 or 4.

"Refunded Swing Line Advance" is defined in Section 3.5(e) hereof.

"Reportable Event" shall mean a "reportable event" within the meaning
of Section 4043 of ERISA and the regulations promulgated thereunder, which is
material to the Company and its Subsidiaries, taken as a whole.

"Request for Advance" shall mean a Request for Advance of the Line of
Credit or the Revolving Credit issued by Company or by a Permitted Borrower and
countersigned by the Company under Section 2.3 or 3.3 of this Agreement in the
form annexed hereto as Exhibit A.

"Revolving Credit" shall mean the revolving credit loan to be advanced
to the Company or a Permitted Borrower by the Banks pursuant to Section 3
hereof, in an amount not to exceed the Revolving Credit Maximum Amount.

"Revolving Credit Facility Fee" shall mean the facility fee payable to
Agent for distribution to the Banks pursuant to Section 3.13, hereof.

"Revolving Credit Maturity Date" shall mean the earlier to occur of
(i) December 4, 1999, as such date may be extended from time to time pursuant
to Section 3.16 hereof, and (ii) the date on which the Revolving Credit Maximum
Amount shall be terminated pursuant to Section 3.15 or 9.2 hereof.

"Revolving Credit Maximum Amount" shall mean One Hundred Million
Dollars ($100,000,000), less any reductions in the Revolving Credit Maximum
Amount under Section 3.15 of this Agreement.

"Revolving Credit Notes" shall mean the Notes described in Section
3.1, hereof, made or to be made by Company or a Permitted Borrower to each of
the Banks in the form annexed to this Agreement as Exhibit C-1 or C-2, as the
case may be, as such Notes may be amended, renewed, replaced or extended from
time to time.

<PAGE> 46

"Senior Debt" shall mean the debt issued by the Company pursuant to
the Senior Debt Documents in an aggregate principal amount of One Hundred
Thirty Million Dollars ($130,000,000).

"Senior Debt Documents" shall mean (i) that certain Credit Acceptance
Corporation Note Purchase Agreement dated as of October 1, 1994 ($60,000,000
8.87% Senior Notes due November 1, 2001) as amended by the First Amendment to
Note Purchase Agreement dated as of November 15, 1995 and the Second Amendment
to Note Purchase Agreement dated as of August 29, 1996 and (ii) the August Note
Purchase Agreement, and the senior notes issued thereunder, together with any
and all other documents, instruments and certificates executed and delivered
pursuant thereto, as the same may be amended from time to time and any and all
other documents executed in exchange therefor or replacement or renewal
thereof.

"Senior Funded Debt" shall mean Funded Debt, other than Subordinated
Funded Debt.

"Shares", "share capital", "capital stock", "stock" and words of
similar import shall mean and refer to the equity capital interest under
applicable law of any Person in a corporation, howsoever such interest is
created or arises, whether such capital consists of common stock, preferred
stock or preference shares, or other stock, and whether such capital is
evidenced by a certificate, share register entry or otherwise.

"Significant Subsidiary(ies)" shall mean, as of any date of
determination, any Subsidiary which is a Permitted Borrower or which has total
assets in excess of five percent (5%) of Company's Consolidated Tangible Net
Worth, determined as of the end of each fiscal quarter based upon the financial
statements required to be delivered under Section 7.3(b) or 7.3(c) hereof, as
the case may be (and giving effect to any changes in net worth shown in such
financial statements on the required date of delivery thereof).

"Significant Domestic Subsidiaries" shall mean those Domestic
Subsidiaries identified as such on Schedule 6.6 hereto, and any Domestic
Subsidiaries which become Significant Subsidiaries subsequent to the date
hereof.

"Significant Foreign Subsidiaries" shall mean those Foreign
Subsidiaries identified as such on Schedule 6.6 hereto, and any

<PAGE> 47

Foreign Subsidiaries which become Significant Subsidiaries subsequent to the
date hereof.

"Single Employer Plan" shall mean any Pension Plan which does not
constitute a Multiemployer Plan.

"Subordinated Debt" shall mean any unsecured Debt subordinated to the
prior payment and discharge in full of the Indebtedness, on written terms and
conditions approved by and acceptable to each of the Banks, in their sole
discretion.

"Subordinated Funded Debt" shall mean any unsecured Funded Debt which
is subordinate in right of payment and priority to the Indebtedness and which
has an average life and final maturity extending beyond the average life and
final maturity of the Indebtedness.

"Subsidiary(ies)" shall mean any other corporation or other entity, of
which more than fifty percent (50%) of the outstanding voting stock or
interests is owned either directly or indirectly by Company or one or more of
its Subsidiaries or by Company and one or more of its Subsidiaries. "100%
Subsidiary(ies)" shall mean any Subsidiary whose stock (other than directors'
or qualifying shares to the extent required under applicable law) is owned
directly or indirectly entirely by the Company and/or any of the Permitted
Borrowers.

"Swing Line" shall mean the revolving credit loan to be advanced to
the Company or a Permitted Borrower by the Swing Line Bank pursuant to Section
3.5 hereof, in an aggregate amount (subject to the terms hereof) not to exceed,
at any one time outstanding, the Swing Line Maximum Amount.

"Swing Line Advance" shall mean an Advance made by Swing Line Bank to
Company or a Permitted Borrower pursuant to Section 3.5 hereof.

"Swing Line Bank" shall mean Comerica Bank, in its capacity as lender
under Section 3.5 of this Agreement, and its successors and assigns.

"Swing Line Maximum Amount" shall mean Seven Million Five Hundred
Thousand Dollars ($7,500,000).

<PAGE> 48

"Swing Line Notes" shall mean the swing line notes described in
Section 3.5 hereof, made by Company or a Permitted Borrower to Swing Line Bank
in the form annexed hereto as Exhibit E, as such Notes may be amended or
supplemented from time to time, and any notes issued in substitution,
replacement or renewal thereof from time to time.

"S&P" shall mean Standard & Poor's Ratings Group, and its successors.

"Tele-Track Acquisition" shall mean that certain acquisition by
Company of Tele-Track, Inc., conducted in compliance with the terms and
conditions set forth in the written consent of Agent (for and on behalf of the
Banks) issued on November 18, 1996 under the Prior Credit Agreement.

"Unearned Finance Charges" shall mean, as of any applicable date of
determination, the unearned finance charges utilized in deriving Installment
Contract receivables, net on the Consolidated balance sheet of the Company and
its Subsidiaries, as disclosed in the footnotes thereto.

2. LINE OF CREDIT

2.1 Commitment. Subject to the terms and conditions of this
Agreement (including without limitation Section 2.3 hereof), each Bank
severally and for itself alone agrees to make Advances of the Line of Credit in
any one or more of the Permitted Currencies to the Company or to any of the
Permitted Borrowers from time to time on any Business Day during the period
from the effective date hereof until (but excluding) the Line of Credit
Maturity Date in an aggregate amount, based on the Dollar Amount of any
Advances outstanding in Dollars and the Current Dollar Equivalent of any
Advances outstanding in Alternative Currencies, not to exceed at any one time
outstanding such Bank's Percentage of the Line of Credit Maximum Amount. Except
as provided in Section 2.11, for purposes of this Agreement, Advances in
Alternative Currencies shall be determined, denominated and redenominated as
set forth in Section 2.10 hereof. All of the Advances of the Line of Credit
hereunder shall be evidenced by Line of Credit Notes made by Company or the
Permitted Borrowers to each of the Banks in the form attached hereto as Exhibit
B-1 or B-2, as the case may be, subject

<PAGE> 49

to the terms and conditions of this Agreement. Advances of the Line of Credit
shall be subject to the following additional conditions and limitations:

(a) A Permitted Borrower shall not be entitled to
request an Advance of the Line of Credit hereunder until it has executed and
delivered to the Banks, as aforesaid, Line of Credit Notes and has become a
party to the Domestic Guaranty or the Foreign Guaranty, as applicable,
accompanied in each case by authority documents, legal opinions and other
supporting documents as required hereunder.

(b) No Permitted Borrower shall be entitled to request
or maintain (or, in the case of any Eurocurrency-based Advance, maintain beyond
any applicable Interest Period then in effect) an Advance of the Line of Credit
hereunder if it ceases to be a 100% Subsidiary of the Company.

(c) The maximum aggregate amount of Advances and Letters
of Credit (including the unreimbursed amount of any draws under any Letters of
Credit) available to each of the Permitted Borrowers at any time hereunder,
using the Current Dollar Equivalent of any such Advances or Letters of Credit
(or unreimbursed draws thereunder) outstanding in any Alternative Currency
(determined and tested pursuant to and in accordance with Section 2.13 hereof),
shall not exceed the Applicable Sublimit of each such Permitted Borrower.

2.2 Accrual of Interest and Maturity. The Line of Credit Notes,
and all principal and interest outstanding thereunder, shall mature and become
due and payable in full on the Line of Credit Maturity Date, and each Advance
of Indebtedness evidenced by the Line of Credit Notes from time to time
outstanding hereunder shall, from and after the date of such Advance, bear
interest at its Applicable Interest Rate. The amount and date of each Advance,
its Applicable Interest Rate, its Interest Period, if any, and the amount and
date of any repayment shall be noted on Agent's records, which records will be
conclusive evidence thereof, absent manifest error; provided, however, that any
failure by the Agent to record any such information shall not relieve the
Company or any applicable Permitted Borrower of its obligation to repay the
outstanding principal amount of such Advance, all interest accrued

<PAGE> 50

thereon and any amount payable with respect thereto in accordance with the
terms of this Agreement and the other Loan Documents.

2.3 Requests for and Refundings and Conversions of Advances.
Company or any Permitted Borrower (with the countersignature of Company
hereunder) may request an Advance of the Line of Credit, refund any such
Advance in the same type of Advance or convert any such Advance to any other
type of Advance of the Line of Credit only after delivery to Agent of a Request
for Advance executed by an authorized officer of Company or of such Permitted
Borrower (with the countersignature of an authorized officer of the Company),
subject to the following and to the remaining provisions hereof:

(a) each such Request for Advance shall set forth the
information required on the Request for Advance form annexed hereto as
Exhibit A, including without limitation:

(i) the proposed date of such Advance, which must
be a Business Day;

(ii) whether such Advance is a refunding or
conversion of an outstanding Advance;

(iii) whether such Advance is to be a Prime-based
Advance or a Eurocurrency-based Advance, and,
except in the case of a Prime-based Advance,
the first Interest Period applicable thereto;
and

(iv) in the case of a Eurocurrency-based Advance,
the Permitted Currency in which such Advance
is to be made.

(b) each such Request for Advance shall be delivered to
Agent by 12 noon (Detroit time) three (3) Business Days prior to the
proposed date of Advance, except in the case of a Prime-based Advance,
for which the Request for Advance must be delivered by 12:00 noon
(Detroit time) on such proposed date;

<PAGE> 51

being initially funded in an Alternative Currency) of such requested
Advance, plus the principal amount (or Dollar Amount of the principal
amount, if any other such Advance of the Line of Credit is being
initially funded in an Alternative Currency) of any other Advances of
the Line of Credit being requested on such date, plus the principal
amount of all other Advances of the Line of Credit then outstanding
hereunder, in each case whether to Company or the Permitted Borrowers
(using the Current Dollar Equivalent of any such Advances outstanding
in any Alternative Currency, determined pursuant to the terms hereof
as of the date of such requested Advance), shall not exceed the Line
of Credit Maximum Amount;

(d) in the case of CAC UK, the principal amount of the
Advance of the Line of Credit being requested by CAC UK (determined
and tested as aforesaid), plus the principal amount of any other
Advances of the Line of Credit, of the Revolving Credit and of the
Swing Line being requested on such date (determined and tested as
aforesaid), plus the principal amount of any other Advances of the
Line of Credit and all Advances of the Revolving Credit and of the
Swing Line then outstanding, in each case to the Permitted Borrowers,
including CAC UK, plus the aggregate undrawn portion of any Letters of
Credit for the account of the Permitted Borrowers (including CAC UK)
(using the Current Dollar Equivalent thereof for any Letters of Credit
denominated in any Alterative Currency), plus the aggregate face
amount of Letters of Credit requested by but not issued for the
account of the Permitted Borrowers (including CAC UK), plus the
aggregate amount of all drawings made under any Letters of Credit
issued for the account of the Permitted Borrowers (including CAC UK)
of which the Agent has not received full reimbursement (in each case,
determined as aforesaid) shall not exceed the Aggregate Sublimit;

(e) in the case of either CAC Canada or CAC Ireland, the
principal amount of the requested Advance of the Line of Credit
(determined and tested as aforesaid), plus the principal amount of any
Advance of the Revolving Credit and of the Swing Line being requested
by such Permitted Borrower on such date (determined and tested as
aforesaid), plus the principal amount of any other Advances of the
Line of Credit and all Advances of the Revolving Credit and of the
Swing Line

<PAGE> 52

then outstanding to such Permitted Borrower, plus the aggregate
undrawn portion of any Letters of Credit for the account of such
Permitted Borrower, plus the aggregate face amount of Letters of
Credit requested by but not issued for the account of such Permitted
Borrower, plus the aggregate amount of all drawings made under any
Letters of Credit issued for the account of such Permitted Borrower
for which the Agent has not received full reimbursement (in each case,
determined as aforesaid) shall not exceed the Canadian Sublimit or the
Irish Sublimit, as the case may be;

(f) the principal amount of such Advance, plus the
amount of any other outstanding Advance of the Line of Credit to be
then combined therewith having the same Applicable Interest Rate and
Interest Period, if any, shall be (i) in the case of a Prime-based
Advance at least Two Million Five Hundred Thousand Dollars
($2,500,000) and (ii) in the case of a Eurocurrency-based Advance at
least Five Million Dollars ($5,000,000) or the equivalent thereof in
an Alternative Currency (or a larger integral multiple of One Million
Dollars ($1,000,000), or the equivalent thereof in the Applicable
Alternative Currency), and at any one time there shall not be in
effect more than (x) for Advances in Dollars, five (5) Applicable
Interest Rates and Interest Periods, and (y) for Advances in any
Alternative Currency, three (3) Applicable Interest Rates and Interest
Periods for each such currency;

(g) a Request for Advance, once delivered to Agent,
shall not be revocable by Company or the Permitted Borrowers;

(h) each Request for Advance shall constitute and
include a certification by the Company and the applicable Permitted
Borrower, if any, as of the date thereof that:

(i) both before and after such Advance, the
obligations of the Company and the Permitted
Borrowers set forth in this Agreement and the
other Loan Documents to which such Persons
are parties are valid, binding and
enforceable obligations of the Company and
the Permitted Borrowers, as the case may be;

<PAGE> 53

(ii) all conditions to Advances of the Line of
Credit have been satisfied, and shall remain
satisfied to the date of such Advance (both
before and after giving effect to such
Advance);

(iii) there is no Default or Event of Default in
existence, and none will exist upon the
making of such Advance (both before and after
giving effect to such Advance);

(iv) the representations and warranties contained
in this Agreement and the other Loan
Documents are true and correct in all
material respects and shall be true and
correct in all material respects as of the
making of such Advance (both before and after
giving effect to such Advance); and

(v) the execution of such Request for Advance
will not violate the material terms and
conditions of any material contract,
agreement or other borrowing of Company or
the Permitted Borrowers.

2.4 Disbursement of Advances.

(a) Upon receiving any Request for Advance from Company
or a Permitted Borrower under Section 2.3 hereof, Agent shall promptly
notify each Bank by wire, telex or telephone (confirmed by wire,
telecopy or telex) of the amount and currency of such Advance to be
made and the date such Advance is to be made by said Bank pursuant to
its Percentage of such Advance. Unless such Bank's commitment to make
Advances of the Line of Credit hereunder shall have been suspended or
terminated in accordance with this Agreement, each Bank shall make
available the amount of its Percentage of each Advance in immediately
available funds in the currency of such Advance to Agent, as follows:

(i) for Domestic Advances, at the office of Agent
located at One Detroit Center, Detroit,
Michigan 48226, not later than 2:00 p.m.

<PAGE> 54

(Detroit time) on the date of such Advance;
and

(ii) for Eurocurrency-based Advances, at the
Agent's Correspondent for the account of the
Eurocurrency Lending Office of the Agent, not
later than 12 noon (the time of the Agent's
Correspondent) on the date of such Advance.

(b) Subject to submission of an executed Request for
Advance by Company or a Permitted Borrower (with the counter signature
of the Company as aforesaid) without exceptions noted in the
compliance certification therein, Agent shall make available to
Company or to the applicable Permitted Borrower, as the case may be,
the aggregate of the amounts so received by it from the Banks in like
funds and currencies:

(i) for Domestic Advances, not later than 4:00
p.m. (Detroit time) on the date of such
Advance by credit to an account of Company or
such Permitted Borrower maintained with Agent
or to such other account or third party as
Company or such Permitted Borrower may
reasonably direct; and

(ii) for Eurocurrency-based Advances, not later
than 4:00 p.m. (the time of the Agent's
Correspondent) on the date of such Advance,
by credit to an account of Company or such
Permitted Borrower maintained with Agent's
Correspondent or to such other account or
third party as Company or such Permitted
Borrower may reasonably direct.

<PAGE> 55

assumption, make available to Company or to the applicable Permitted
Borrower, as the case may be, a corresponding amount. If such amount
is not in fact made available to Agent by such Bank, as aforesaid,
Agent shall be entitled to recover such amount on demand from such
Bank. If such Bank does not pay such amount forthwith upon Agent's
demand therefor, the Agent shall promptly notify Company and Company
or the applicable Permitted Borrower shall pay such amount to Agent.
Agent shall also be entitled to recover from such Bank or Company or
the applicable Permitted Borrower, as the case may be, but without
duplication, interest on such amount in respect of each day from the
date such amount was made available by Agent to Company or such
Permitted Borrower to the date such amount is recovered by Agent, at a
rate per annum equal to:

(i) in the case of such Bank, with respect to
Domestic Advances, the Federal Funds
Effective Rate, and with respect to
Eurocurrency-based Advances, Agent's
aggregate marginal cost (including the cost
of maintaining any required reserves or
deposit insurance and of any fees, penalties,
overdraft charges or other costs or expenses
incurred by Agent as a result of such failure
to deliver funds hereunder) of carrying such
amount; and

(ii) in the case of Company or such Permitted
Borrower, the rate of interest then
applicable to such Advance of the Line of
Credit.

The obligation of any Bank to make any Advance of the Line of Credit
hereunder shall not be affected by the failure of any other Bank to
make any Advance hereunder, and no Bank shall have any liability to
the Company or any of its Subsidiaries, the Agent, any other Bank, or
any other party for another Bank's failure to make any loan or Advance
hereunder.

2.5 Prime-based Interest Payments. Interest on the unpaid
balance of all Prime-based Advances of the Line of Credit from time to time
outstanding shall accrue from the date of such Advance to the Line of Credit
Maturity Date (and until paid), at a per annum interest rate equal to the
Prime-based Rate, and shall be payable

<PAGE> 56

in immediately available funds quarterly commencing on the first day of the
calendar quarter next succeeding the calendar quarter during which the initial
Advance hereunder is made and on the first day of each calendar quarter
thereafter. Interest accruing at the Prime-based Rate shall be computed on the
basis of a 360 day year and assessed for the actual number of days elapsed, and
in such computation effect shall be given to any change in the interest rate
resulting from a change in the Prime-based Rate on the date of such change in
the Prime-based Rate.

2.6 Eurocurrency-based Interest Payments. Interest on each
Eurocurrency-based Advance of the Line of Credit shall accrue at its Applicable
Interest Rate and shall be payable in immediately available funds on the last
day of the Interest Period applicable thereto (and, if any Interest Period
shall exceed three months, then on the last Business Day of the third month of
such Interest Period and at three month intervals thereafter). Interest
accruing at the Eurocurrency-based Rate shall be computed on the basis of a 360
day year (except that any such Advances made in Sterling or any other
Alternative Currency with respect to which applicable law or market custom so
requires shall be calculated based on a 365 day year, or as otherwise required
under applicable law or market custom) and assessed for the actual number of
days elapsed from the first day of the Interest Period applicable thereto to
but not including the last day thereof. Interest due on a Eurocurrency- based
Advance made in an Alternative Currency shall be paid in such Alternative
Currency.

2.7 Interest Payments on Conversions. Notwithstanding anything
to the contrary in the preceding sections, all accrued and unpaid interest on
any Advance converted pursuant to Section 2.3 hereof shall be due and payable
in full on the date such Advance is converted.

2.8 Interest on Default. In the event and so long as any Event
of Default shall exist, interest shall be payable daily on all Advances of the
Line of Credit from time to time outstanding at a per annum rate equal to the
Applicable Interest Rate plus three percent (3%) for the remainder of the then
existing Interest Period, if any, and at all other such times, with respect to
Domestic Advances thereof from time to time outstanding, at a per annum rate
equal to the Prime-based Rate plus three percent (3%), and, with respect to
Eurocurrency-based Advances thereof in any

<PAGE> 57

Alternative Currency from time to time outstanding, (i) at a per annum rate
calculated by the Agent, whose determination shall be conclusive absent
manifest error, on a daily basis, equal to three percent (3%) above the
interest rate per annum at which one (1) day deposits (or, if such amount due
remains unpaid for more than three (3) Business Days, then for such other
period of time as the Agent may elect which shall in no event be longer than
six (6) months) in the relevant eurocurrency in the amount of such overdue
payment due to the Agent are offered by the Agent's Eurocurrency Lending Office
for the applicable period determined as provided above, or (ii) if at any such
time such deposits are not offered by such Eurocurrency Lending Office, then at
a rate per annum equal to three percent (3%) above the rate determined by the
Agent to be its aggregate marginal cost (including the cost of maintaining any
required reserves or deposit insurance) of carrying the amount of such
Eurocurrency-based Advance.

2.9 Prepayment. Company or the Permitted Borrowers may prepay
all or part of the outstanding balance of any Prime-based Advance(s) under the
Line of Credit Notes at any time, provided that the amount of any partial
prepayment shall be at least One Million Dollars ($1,000,000) and, after giving
effect to any such partial prepayment, the aggregate balance of Prime-based
Advance(s) remaining outstanding under the Line of Credit Notes, if any, shall
be at least One Million Dollars ($1,000,000). Company or the Permitted
Borrowers may prepay all or part of any Eurocurrency-based Advance of the Line
of Credit (subject to not less than three (3) Business Days' notice to Agent)
only on the last day of the Interest Period therefor, provided that the amount
of any such partial prepayment shall be at least One Million Dollars
($1,000,000), or the equivalent thereof in an Alternative Currency, and, after
giving effect to any such partial prepayment, the unpaid portion of such
Advance which is refunded or converted under Section 2.3 hereof shall be at
least Five Million Dollars ($5,000,000) or the equivalent thereof in an
Alternative Currency. Any prepayment made in accordance with this Section shall
be without premium, penalty or prejudice to the right to reborrow under the
terms of this Agreement. Any other prepayment of all or any portion of the Line
of Credit shall be subject to Section 11.1 hereof, but otherwise without
premium, penalty or prejudice.

<PAGE> 58

2.10 Determination, Denomination and Redenomination of
Alternative Currency Advances. Whenever, pursuant to any provision of this
Agreement:

(a) an Advance of the Line of Credit is initially
funded, as opposed to any refunding or conversion thereof, in an Alternative
Currency, the amount to be advanced hereunder will be the equivalent in such
Alternative Currency of the Dollar Amount of such Advance;

(b) an existing Advance of the Line of Credit
denominated in an Alternative Currency is to be refunded, in whole or in part,
with an Advance denominated in the same Alternative Currency, the amount of the
new Advance shall be continued in the amount of the Alternative Currency so
refunded;

(c) an existing Advance of the Line of Credit
denominated in an Alternative Currency is to be converted, in whole or in part,
to an Advance denominated in another Alternative Currency, the amount of the
new Advance shall be that amount of the Alternative Currency of the new Advance
which may be purchased, using the most favorable spot exchange rate determined
by Agent to be available to it for the sale of Dollars for such other
Alternative Currency at approximately 11:00 a.m. (Detroit time) two (2)
Business Days prior to the last day of the Eurocurrency Interest Period
applicable to the existing Advance, with the Dollar Amount of the existing
Advance, or portion thereof being converted; and

(d) an existing Advance of the Line of Credit
denominated in an Alternative Currency is to be converted, in whole or in part,
to an Advance denominated in Dollars, the amount of the new Advance shall be
the Dollar Amount of the existing Advance, or portion thereof being converted
(determined as aforesaid).

2.11 Prime-based Advance in Absence of Election or Upon Default.
If, (a) as to any outstanding Eurocurrency-based Advance of the Line of Credit,
Agent has not received payment on the last day of the Interest Period
applicable thereto, or does not receive a timely Request for Advance meeting
the requirements of Section 2.3 hereof with respect to the refunding or
conversion of such Advance, or (b) if any Advance denominated in an Alternative
Currency cannot be refunded or made, as the case may be, in such

48
<PAGE> 59

Alternative Currency by virtue of Section 11.3 hereof, or (c) subject to
Section 2.8 hereof, if on such day a Default or an Event of Default shall have
occurred and be continuing, then the principal amount thereof which is not then
prepaid in the case of a Eurocurrency-based Advance shall, absent a contrary
election of the Majority Banks, be converted automatically to a Prime-based
Advance and the Agent shall thereafter promptly notify Company and the Banks of
said action. If a Eurocurrency-based Advance converted hereunder is payable in
an Alternative Currency, the Prime-based Advance shall be in an amount equal to
the Dollar Amount of such Eurocurrency-based Advance at such time and the Agent
and the Banks shall use said Prime-based Advance to fund payment of the
Alternative Currency obligation, all subject to the provisions of Section 2.13
hereof. The Company and the Permitted Borrowers, if applicable, shall reimburse
the Agent and the Banks on demand for any costs incurred by the Agent or any of
the Banks, as applicable, resulting from the conversion pursuant to this
Section 2.11 of Eurocurrency-based Advances payable in an Alternative Currency
to Prime-based Advances.

2.12 Line of Credit Facility Fee. From the date hereof to the
Line of Credit Maturity Date, the Company shall pay to the Agent, for
distribution to the Banks (as set forth below), a Line of Credit Facility Fee
determined by multiplying the Applicable Fee Percentage per annum times the
Line of Credit Maximum Amount then applicable under Section 2.14 hereof
(whether used or unused), computed on a daily basis. The Line of Credit
Facility Fee shall be payable quarterly in arrears commencing January 1, 1997
(in respect of the prior calendar quarter or portion thereof), and on the first
day of each calendar quarter thereafter and on the Line of Credit Maturity
Date, and shall be computed on the basis of a year of three hundred sixty (360)
days and assessed for the actual number of days elapsed. Whenever any payment
of the Line of Credit Facility Fee shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
Business Day. Upon receipt of such payment Agent shall make prompt payment to
each Bank of its share of the Line of Credit Facility Fee based upon its
respective Percentage.

2.13 Currency Appreciation; Sublimits; Mandatory Reduction of
Indebtedness. (a) If at any time and for any reason, the aggregate principal
amount (tested in the manner set forth below) of all Advances of the Line of
Credit hereunder to the Company and to the Permitted Borrowers made in Dollars
and the aggregate Current Dollar Equivalent of all Advances hereunder to the
Company and

<PAGE> 60

to the Permitted Borrowers in any Alternative Currency as of such time, exceeds
the Line of Credit Maximum Amount (as used in this clause (a), the "Excess"),
the Company and the Permitted Borrowers shall:

(i) immediately repay that portion of such
Indebtedness then carried as a Prime-based Advance, if any, by the Dollar
Amount of such Excess, and/or reduce any pending request for an Advance in
Dollars on such day by the Dollar Amount of the Excess, to the extent thereof;
and

(ii) on the last day of each Interest Period of
any Eurocurrency-based Advance outstanding as of such time, until the necessary
reductions of Indebtedness under this Section 2.13(a) have been fully made,
repay the Indebtedness carried in such Advances and/or reduce any requests for
refunding or conversion of such Advances submitted (or to be submitted) by the
Company or the applicable Permitted Borrower in respect of such Advances, by
the amount in Dollars or the applicable Alternative Currency, as the case may
be, of the Excess, to the extent thereof.

Compliance with this Section 2.13(a) shall be tested on a daily or other basis
satisfactory to Agent in its sole discretion, provided that, so long as no
Default or Event of Default has occurred and is continuing, at any time while
the aggregate Advances of the Line of Credit available to be borrowed hereunder
(based on the Line of Credit Maximum Amount then in effect) equal or exceed
Five Million Dollars ($5,000,000), compliance with this Section 2.13(a) shall
be tested as of the last day of each calendar quarter. Notwithstanding the
foregoing, upon the occurrence and during the continuance of any Default or
Event of Default, or if any Excess remains after recalculating said Excess
based on ninety-five percent (95%) of the Current Dollar Equivalent of any
Advances denominated in Alternative Currencies (and one hundred percent (100%)
of any Advances denominated in Dollars), Company and the Permitted Borrowers
shall be obligated immediately to reduce the foregoing Indebtedness hereunder
by an amount sufficient to eliminate such Excess.

(b) If at any time and for any reason with respect to:

<PAGE> 61

(X) CAC UK, the aggregate principal amount (tested in
the manner set forth below) of all Advances of the Line of Credit, of
the Revolving Credit and of the Swing Line outstanding hereunder to
the Permitted Borrowers (including CAC UK), plus the aggregate undrawn
portion of any Letters of Credit, the face amount of any Letters of
Credit requested but not yet issued, and the unreimbursed amount of
any draws under any Letters of Credit to or for the account of the
Permitted Borrowers (including CAC UK), which Advances and Letters of
Credit are made or issued, or to be made or issued, in Dollars and
ninety percent (90%) of the aggregate Current Dollar Equivalent of all
such Advances and Letters of Credit (including unreimbursed draws)
hereunder for the account of the Permitted Borrowers (including CAC
UK) in any Alternative Currency as of such time, exceeds the Aggregate
Sublimit, or

(Y) either CAC Canada or CAC Ireland, as the case may be,
the aggregate principal amount (tested in the manner set forth below)
of all Advances of the Line of Credit, of the Revolving Credit and of
the Swing Line outstanding hereunder to such Permitted Borrower plus
the aggregate undrawn portion of any Letters of Credit, the face
amount of any Letters of Credit requested but not yet issued, and the
unreimbursed amount of any draws under any Letters of Credit to or for
the account of such Permitted Borrower, which Advances and Letters of
Credit are made or issued in Dollars and ninety percent (90%) of the
aggregate Current Dollar Equivalent of all such Advances and Letters
of Credit (including unreimbursed draws) hereunder for the account of
such Permitted Borrower in any Alternative Currency as of such time,
exceeds the Canadian Sublimit or the Irish Sublimit, as the case may
be,

then, in each case, such Permitted Borrower shall (i) immediately repay that
portion of the Indebtedness outstanding to such Permitted Borrower then carried
as a Prime-based Advance, if any, by the Dollar Amount of such excess, and/or
reduce on such day any pending request for an Advance in Dollars submitted by
such Permitted Borrower by the Dollar Amount of such excess, to the extent
thereof; and (ii) on the last day of each Interest Period of any
Eurocurrency-based Advance outstanding to such Permitted Borrower as of such
time, until the necessary reductions of Indebtedness under this Section 2.13(b)
have been fully made, repay such Indebtedness carried in such Advances and/or
reduce any

<PAGE> 62

requests for refunding or conversion of such Advances submitted (or to be
submitted) by such Permitted Borrower in respect of such Advances, by the
amount in Dollars or the applicable Alternative Currency, as the case may be,
of such excess, to the extent thereof.

Provided that no Default or Event of Default has occurred and is continuing,
each Permitted Borrower's compliance with this Section 2.13(b) shall be tested
as of the last day of each calendar quarter or, upon the written request of the
Company from time to time, as of the last day of each calendar month, provided
the Company furnishes Agent with current monthly financial statements complying
with the requirements set forth subparagraphs (i) and (ii) of Section 7.3(c)
hereof. Upon the occurrence and during the continuance of any Default or Event
of Default, compliance with this Section 2.13(b) shall be tested on a daily or
other basis satisfactory to Agent in its sole discretion.

2.14 Optional Reduction or Termination of Line of Credit Maximum
Amount. Provided that no Default or Event of Default has occurred and is
continuing, the Company may upon at least five Business Days' prior written
notice to the Agent, permanently reduce the Line of Credit Maximum Amount in
whole at any time, or in part from time to time, without premium or penalty,
provided that: (i) each partial reduction of the Line of Credit Maximum Amount
shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) or a
larger integral multiple of One Million Dollars ($1,000,000); (ii) each
reduction shall be accompanied by the payment of the Line of Credit Facility
Fee, if any, accrued to the date of such reduction; (iii) the Company or the
Permitted Borrowers, as applicable, shall prepay in accordance with the terms
hereof the amount, if any, by which the aggregate unpaid principal amount of
Advances (using the Current Dollar Equivalent of any such Advance outstanding
in an Alternative Currency) of the Line of Credit exceeds the amount of the
Line of Credit Maximum Amount as so reduced, together with interest thereon to
the date of prepayment; and (iv) if the termination or reduction of the Line of
Credit Maximum Amount requires the prepayment of a Eurocurrency-based Advance,
the termination or reduction may be made only on the last Business Day of the
then current Interest Period applicable to such Eurocurrency-based Advance.
Reductions of the Line of Credit Maximum Amount and any accompanying
prepayments of the Line of Credit Notes shall be distributed by Agent to each
Bank in

<PAGE> 63

accordance with such Bank's Percentage thereof, and will not be available for
reinstatement by or readvance to the Company or any Permitted Borrower. Any
reductions of the Line of Credit Maximum Amount hereunder shall reduce each
Bank's portion thereof proportionately (based on the applicable Percentages),
and shall be permanent and irrevocable. Any payments made pursuant to this
Section shall be applied first to outstanding Prime-based Advances of the Line
of Credit, and then to Eurocurrency-based Advances thereof.

2.15 Extension of Line of Credit Maturity Date. Provided that no
Default or Event of Default has occurred and is continuing, Company may, by
written notice to Agent and each Bank (which notice shall be irrevocable and
which shall not be deemed effective unless actually received by Agent and each
Bank):

(a) prior to April 15, 1997, but not before March 15,
1997, request that the Banks extend the then applicable Line of Credit
Maturity Date to May 15, 1998 (such request, the "Initial Request");
and

(b) prior to April 15, but not before March 15, of each
year beginning in 1998 (if the Initial Request is made by the Company
and approved by the Banks) or prior to November 1 but not before
October 1 of each year beginning in 1997 (if the Initial Request is
not made by the Company or is not approved by the Banks), request that
the Banks extend the then applicable Line of Credit Maturity Date to a
date that is 364 days later than the Line of Credit Maturity Date then
in effect (each such request, a "Subsequent Request").

<PAGE> 64

and in the case of all Subsequent Requests, for an additional period of 364
days, the term Line of Credit Maturity Date shall mean such extended date and
Agent shall promptly notify the Company and the Banks that such extension has
occurred. If (i) any Bank gives the Agent written notice that it is unwilling
to extend the Line of Credit Maturity Date as requested or (ii) any Bank fails
to provide written approval to Agent of the Initial Request or any Subsequent
Request, as the case may be, within thirty (30) calendar days of the date of
Agent's receipt of such Initial Request or any Subsequent Request, as the case
may be, or (iii) withdraws its approval in writing prior to the Line of Credit
Maturity Date then in effect then (x) the Banks shall be deemed to have
declined to extend the Line of Credit Maturity Date, (y) the then- current Line
of Credit Maturity Date shall remain in effect (with no further right on the
part of Company, to request extensions thereof under this Section 2.15, unless
such non-extension relates to the Initial Request) and (z) the commitments of
the Banks to make Advances of the Line of Credit hereunder shall terminate on
the Line of Credit Maturity Date then in effect, and Agent shall promptly
notify Company and the Banks thereof.

2.16 Line of Credit as Renewal; Application of Advances. The Line
of Credit Notes issued by the Company and the Permitted Borrowers hereunder
shall constitute renewal and replacement evidence of all present Indebtedness
of such parties outstanding under the Line of Credit Notes issued under the
Prior Credit Agreement. Advances of the Line of Credit shall be available,
subject to the terms hereof, to fund working capital needs or other general
corporate purposes of the Company and the Permitted Borrowers.

3. REVOLVING CREDIT

3.1 Commitment. Subject to the terms and conditions of this
Agreement (including without limitation Section 3.3 hereof), each Bank
severally and for itself alone agrees to make Advances of the Revolving Credit
in any one or more of the Permitted Currencies to the Company or to any of the
Permitted Borrowers from time to time on any Business Day during the period
from the effective date hereof until (but excluding) the Revolving Credit
Maturity Date in an aggregate amount, based on the Dollar Amount of any
Advances outstanding in Dollars and the Current Dollar Equivalent of any
Advances outstanding in Alternative Currencies, not to exceed at

<PAGE> 65

any one time outstanding such Bank's Percentage of the Revolving Credit Maximum
Amount. Except as provided in Section 3.12 hereof, for purposes of this
Agreement, Advances in Alternative Currencies shall be determined, denominated
and redenominated as set forth in Section 3.11 hereof. All of the Advances of
the Revolving Credit hereunder shall be evidenced by Revolving Credit Notes
made by Company or the Permitted Borrowers to each of the Banks in the form
attached hereto as Exhibit C-1 or C-2, as the case may be, subject to the terms
and conditions of this Agreement. Advances of the Revolving Credit shall be
subject to the following additional conditions and limitations:

(a) A Permitted Borrower shall not be entitled to
request an Advance of the Revolving Credit or the Swing Line hereunder until it
has executed and delivered to the Banks, as aforesaid, Revolving Credit Notes
and to the Swing Line Bank, as set forth in Section 3.5(a) hereof, a Swing Line
Note, and has become a party to the Domestic Guaranty or the Foreign Guaranty,
as applicable, accompanied in each case by authority documents, legal opinions
and other supporting documents as required hereunder.

(b) No Permitted Borrower shall be entitled to request
or maintain (or, in the case of any Eurocurrency-based Advance, maintain beyond
any applicable Interest Period then in effect) an Advance of the Revolving
Credit hereunder if it ceases to be a 100% Subsidiary of the Company.

(c) The maximum aggregate amount of Advances and Letters
of Credit including the unreimbursed amount of any draws under any Letters of
Credit) available to each of the Permitted Borrowers at any time hereunder,
using the Current Dollar Equivalent of any such Advances or Letters of Credit
(or unreimbursed draws thereunder) outstanding in any Alternative Currency
(determined and tested pursuant to and in accordance with Section 3.14 hereof),
shall not exceed the Applicable Sublimit of each such Permitted Borrower.

3.2 Accrual of Interest and Maturity. The Revolving Credit
Notes, and all principal and interest outstanding thereunder, shall mature and
become due and payable in full on the Revolving Credit Maturity Date, and each
Advance of Indebtedness evidenced by the Revolving Credit Notes from time to
time outstanding hereunder shall, from and after the date of such Advance, bear
interest at

<PAGE> 66

its Applicable Interest Rate. The amount and date of each Advance, its
Applicable Interest Rate, its Interest Period, if any, and the amount and date
of any repayment shall be noted on Agent's records, which records will be
conclusive evidence thereof, absent manifest error; provided, however, that any
failure by the Agent to record any such information shall not relieve the
Company or the applicable Permitted Borrower of its obligation to repay the
outstanding principal amount of such Advance, all interest accrued thereon and
any amount payable with respect thereto in accordance with the terms of this
Agreement and the other Loan Documents.

3.3 Requests for and Refundings and Conversions of Advances.
Company or a Permitted Borrower (with the countersignature of Company
hereunder) may request an Advance of the Revolving Credit, refund any such
Advance in the same type of Advance or convert any such Advance to any other
type of Advance of the Revolving Credit only after delivery to Agent of a
Request for Advance executed by an authorized officer of Company or of such
Permitted Borrower (with the countersignature of an authorized officer of the
Company), subject to the following and to the remaining provisions hereof:

(a) each such Request for Advance shall set forth the
information required on the Request for Advance form annexed hereto as
Exhibit A, including without limitation:

(i) the proposed date of such Advance, which must
be a Business Day;

(ii) whether such Advance is a refunding or
conversion of an outstanding Advance;

(iii) whether such Advance is to be a Prime-based
Advance or a Eurocurrency-based Advance, and,
except in the case of a Prime-based Advance,
the first Interest Period applicable thereto;
and

(iv) in the case of a Eurocurrency-based Advance,
the Permitted Currency in which such Advance
is to be made.

<PAGE> 67

(c) the principal amount (or Dollar Amount of the
principal amount, if such Advance of the Revolving Credit is being
initially funded in an Alternative Currency) of such requested
Advance, plus the principal amount (or Dollar Amount of the principal
amount, if such other Advance is being initially funded in an
Alternative Currency) of any other Advances of the Revolving Credit
and of the Swing Line being requested on such date, plus the principal
amount of all other Advances of the Revolving Credit and of the Swing
Line then outstanding hereunder, in each case whether to Company or
the Permitted Borrowers (using the Current Dollar Equivalent of any
such Advances outstanding in any Alternative Currency, determined
pursuant to the terms hereof as of the date of such requested
Advance), plus the aggregate undrawn portion of any Letters of Credit
which shall be outstanding as of the date of the requested Advance
(based on the Dollar Amount of the undrawn portion of any Letters of
Credit denominated in Dollars and the Current Dollar Equivalent of the
undrawn portion of any Letters of Credit denominated in any
Alternative Currency), the aggregate face amount of Letters of Credit
requested but not yet issued (determined as aforesaid) and the
aggregate amount of all drawings made under any Letter of Credit for
which the Agent has not received full reimbursement from the
applicable Account Party (using the Current Dollar Equivalent thereof
for any Letters of Credit denominated in any Alternative Currency),
shall not exceed the Revolving Credit Maximum Amount; provided
however, that, in the case of any Advance of the Revolving Credit
being applied to refund an outstanding Swing Line Advance, the
aggregate principal amount of Swing Line Advances to be refunded shall
not be included for purposes of calculating the limitation under this
Section 3.3(c);

(d) in the case of CAC UK, the principal amount of the
Advance of the Revolving Credit being requested by CAC UK (determined
and tested as aforesaid), plus the principal

<PAGE> 68

amount of any other Advances of the Revolving Credit, of the Swing
Line and of the Line Credit being requested by the Permitted Borrowers
(including CAC UK) on such date, plus the principal amount of any
other Advances of the Revolving Credit and all Advances of the Swing
Line and of the Line of Credit then outstanding to the Permitted
Borrowers hereunder (including CAC UK) (determined as aforesaid), plus
the undrawn portion of any Letter of Credit which shall be outstanding
as of the date of the requested Advance for the account of the
Permitted Borrowers (including CAC UK), plus the aggregate face amount
of Letters of Credit requested but not yet issued for the account of
the Permitted Borrowers hereunder, including CAC UK (in each case
determined as aforesaid), plus the unreimbursed amount of any draws
under any Letters of Credit (using the Current Dollar Equivalent
thereof for any Letters of Credit denominated in any Alternative
Currency) issued for the account of the Permitted Borrowers (including
CAC UK), shall not exceed the Aggregate Sublimit;

(e) in the case of either CAC Canada or CAC Ireland, the
principal amount of the Advance of the Revolving Credit being
requested by such Permitted Borrower (determined and tested as
aforesaid), plus the principal amount of any Swing Line Advance or of
any Advance of the Line of Credit being requested by such Permitted
Borrower on such date, plus the principal amount of any other Advances
of the Revolving Credit and all Advances of the Swing Line and of the
Line of Credit then outstanding to such Permitted Borrower hereunder
(determined as aforesaid), plus the undrawn portion of any Letter of
Credit which shall be outstanding as of the date of the requested
Advance for the account of such Permitted Borrower, plus the aggregate
face amount of Letters of Credit requested but not yet issued for the
account of such Permitted Borrower hereunder (in each case determined
as aforesaid), plus the unreimbursed amount of any draws under any
Letters of Credit (using the Current Dollar Equivalent thereof for any
Letters of Credit denominated in any Alternative Currency) issued for
the account of such Permitted Borrower, shall not exceed the Canadian
Sublimit or the Irish Sublimit, as the case may be;

(f) the principal amount of such Advance, plus the
amount of any other outstanding Advance of the Revolving

<PAGE> 69

Credit to be then combined therewith having the same Applicable
Interest Rate and Interest Period, if any, shall be (i) in the case of
a Prime-based Advance at least Two Million Five Hundred Thousand
Dollars ($2,500,000) and (ii) in the case of a Eurocurrency-based
Advance at least Five Million Dollars ($5,000,000) or the equivalent
thereof in an Alternative Currency (or a larger integral multiple of
One Million Dollars ($1,000,000), or the equivalent thereof in the
Applicable Alternative Currency), and at any one time there shall not
be in effect more than (x) for Advances in Dollars, five (5)
Applicable Interest Rates and Interest Periods, and (y) for Advances
in any Alternative Currency, three (3) Applicable Interest Rates and
Interest Periods for each such currency;

(g) a Request for Advance, once delivered to Agent,
shall not be revocable by Company or the Permitted Borrowers;

(h) each Request for Advance shall constitute and
include a certification by the Company and the applicable Permitted
Borrower, if any, as of the date thereof that:

(ii) all conditions to Advances of the Revolving
Credit have been satisfied, and shall remain
satisfied to the date of such Advance (both
before and after giving effect to such
Advance);

(iii) there is no Default or Event of Default in
existence, and none will exist upon the
making of such Advance (both before and after
giving effect to such Advance);

(iv) the representations and warranties contained
in this Agreement and the other Loan Documents

<PAGE> 70

are true and correct in all material respects
and shall be true and correct in all material
respects as of the making of such Advance
(both before and after giving effect to such
Advance); and

(v) the execution of such Request for Advance
will not violate the material terms and
conditions of any material contract,
agreement or other borrowing of Company or
the Permitted Borrowers.

3.4 Disbursement of Advances.

(a) Upon receiving any Request for Advance from Company
or a Permitted Borrower under Section 3.3 hereof, Agent shall promptly
notify each Bank by wire, telex or telephone (confirmed by wire,
telecopy or telex) of the amount and currency of such Advance to be
made and the date such Advance is to be made by said Bank pursuant to
its Percentage of such Advance. Unless such Bank's commitment to make
Advances of the Revolving Credit hereunder shall have been suspended
or terminated in accordance with this Agreement, each Bank shall make
available the amount of its Percentage of each Advance in immediately
available funds in the currency of such Advance to Agent, as follows:

(i) for Domestic Advances, at the office of Agent
located at One Detroit Center, Detroit,
Michigan 48226, not later than 2:00 p.m.
(Detroit time) on the date of such Advance;
and

<PAGE> 71

Agent shall make available to Company or to the applicable Permitted
Borrower, as the case may be, the aggregate of the amounts so received
by it from the Banks in like funds and currencies:

(c) Agent shall deliver the documents and papers
received by it for the account of each Bank to such Bank or upon its
order. Unless Agent shall have been notified by any Bank prior to the
date of any proposed Advance that such Bank does not intend to make
available to Agent such Bank's Percentage of such Advance, Agent may
assume that such Bank has made such amount available to Agent on such
date and in such currency, as aforesaid and may, in reliance upon such
assumption, make available to Company or to the applicable Permitted
Borrower, as the case may be, a corresponding amount. If such amount
is not in fact made available to Agent by such Bank, as aforesaid,
Agent shall be entitled to recover such amount on demand from such
Bank. If such Bank does not pay such amount forthwith upon Agent's
demand therefor, the Agent shall promptly notify Company and Company
or the applicable Permitted Borrower shall pay such amount to Agent.
Agent shall also be entitled to recover from such Bank or Company or
the applicable Permitted Borrower, as the case may be, but without
duplication, interest on such amount in respect of each day from the
date such amount was made available by Agent to Company or such
Permitted Borrower, as

<PAGE> 72

the case may be, to the date such amount is recovered by Agent, at a
rate per annum equal to:

(ii) in the case of Company or such Permitted
Borrower, the rate of interest then
applicable to such Advance of the Revolving
Credit.

The obligation of any Bank to make any Advance of the Revolving Credit
hereunder shall not be affected by the failure of any other Bank to
make any Advance hereunder, and no Bank shall have any liability to
the Company or any of its Subsidiaries, the Agent, any other Bank, or
any other party for another Bank's failure to make any loan or Advance
hereunder.

3.5 (a) Swing Line Advances. The Swing Line Bank shall, on
the terms and subject to the conditions hereinafter set forth (including
without limitation Section 3.5(c) hereof), make one or more advances in Dollars
or in any Alternative Currency (each such advance being a "Swing Line Advance")
to Company or any of the Permitted Borrowers (provided that any such Permitted
Borrower has executed a Swing Line Note and Revolving Credit Notes in
compliance with this Agreement) from time to time on any Business Day during
the period from the date hereof to (but excluding) the Revolving Credit
Maturity Date in an aggregate amount, based on the Dollar Amount of any such
Advances outstanding in Dollars and the Current Dollar Equivalent of any such
Advances outstanding in Alternative Currencies, not to exceed at any time
outstanding the Swing Line Maximum Amount. All Swing Line Advances shall be
evidenced by the Swing Line Notes, under which advances, repayments and
readvances may be made, subject to the terms and conditions of this Agreement.
Each Swing Line Advance shall mature and the principal amount

<PAGE> 73

thereof shall be due and payable by Company or the applicable Permitted
Borrower on the last day of the Interest Period applicable thereto. In no event
whatsoever shall any outstanding Swing Line Advance be deemed to reduce, modify
or affect any Bank's commitment to make Revolving Credit Advances based upon
its Percentage.

(b) Accrual of Interest. Each Swing Line Advance shall,
from time to time after the date of such Advance, bear interest at its
Applicable Interest Rate. The amount and date of each Swing Line Advance, its
Applicable Interest Rate, its Interest Period, if any, and the amount and date
of any repayment shall be noted on Agent's records, which records will be
conclusive evidence thereof, absent manifest error; provided, however, that any
failure by the Agent to record any such information shall not relieve Company
or the applicable Permitted Borrower of its obligation to repay the outstanding
principal amount of such Advance, all interest accrued thereon and any amount
payable with respect thereto in accordance with the terms of this Agreement and
the other Loan Documents.

(c) Requests for Swing Line Advances. Company or a
Permitted Borrower (with the countersignature of the Company) may request a
Swing Line Advance only after delivery to Swing Line Bank of a Request for
Swing Line Advance executed by an authorized officer of Company or such
Permitted Borrower, subject to the following and to the remaining provisions
hereof:

(i) each such Request for Swing Line Advance shall set
forth the information required on the Request for Swing Line Advance form
annexed hereto as Exhibit F, including without limitation:

(A) the proposed date of such Swing Line Advance,
which must be a Business Day;

(B) whether such Swing Line Advance is to be a
Prime-based Advance, a Eurocurrency-based Advance or a Quoted Rate
Advance;

<PAGE> 74

(D) in the case of a Eurocurrency-based Advance,
the Permitted Currency in which such Advance is to be made.

(ii) the principal amount (or Dollar Amount of the
principal amount, if such Advance is being funded in an Alternative Currency)
of such requested Swing Line Advance, plus the aggregate principal amount of
all other Swing Line Advances and all Advances of the Revolving Credit then
outstanding hereunder (including any Revolving Credit Advances or other Swing
Line Advances requested to be made on such date) whether to Company or to any
of the Permitted Borrowers (using the Current Dollar Equivalent of any such
Advances outstanding in any Alternative Currency, determined pursuant to the
terms hereof as of the date of such requested Advance), and the aggregate
undrawn portion of any Letters of Credit which shall be outstanding as of the
date of the requested Swing Line Advance (based on the Dollar Amount of the
undrawn portion of any Letters of Credit denominated in Dollars and the Current
Dollar Equivalent of the undrawn portion of any Letters of Credit denominated
in any Alternative Currency), plus the aggregate face amount of Letters of
Credit requested but not yet issued (determined as aforesaid), plus the
unreimbursed amount of any draws under Letters of Credit (using the Current
Dollar Equivalent thereof for any Letters of Credit denominated in any
Alternative Currency) shall not exceed the Revolving Credit Maximum Amount;

(iii) in the case of CAC UK, the principal amount of the
requested Swing Line Advance to CAC UK (determined as aforesaid), plus the
aggregate principal amount of any other Swing Line Advances and all other
Advances then outstanding to all of the Permitted Borrowers (including CAC UK)
hereunder (including, without duplication, any Line of Credit Advances,
Revolving Credit Advances or Swing Line Advances requested to be made on such
date) determined as aforesaid, plus the aggregate undrawn portion of any
Letters of Credit which shall be outstanding as of the date of the requested
Swing Line Advance for the accounts of the Permitted Borrowers hereunder
(including CAC UK), plus the aggregate face amount of any Letters of Credit
requested but not yet issued for the accounts of

<PAGE> 75

the Permitted Borrowers (including CAC UK) hereunder (in each case determined
as aforesaid), plus the unreimbursed amount of any draws under any Letters of
Credit (using the Current Dollar Equivalent thereof for any Letters of Credit
denominated in any Alternative Currency) issued for the account of the
Permitted Borrowers (including CAC UK) shall not exceed the Aggregate Sublimit;

(iv) in the case of either CAC Canada or CAC Ireland, the
principal amount of the requested Swing Line Advance to such Permitted Borrower
(determined as aforesaid), plus the aggregate principal amount of any other
Swing Line Advances and all other Advances then outstanding to such Permitted
Borrower hereunder (including, without duplication, any Line of Credit
Advances, Revolving Credit Advances or Swing Line Advances requested to be made
on such date) determined as aforesaid, plus the aggregate undrawn portion of
any Letters of Credit which shall be outstanding as of the date of the
requested Swing Line Advance for the account of such Permitted Borrower
hereunder, plus the aggregate face amount of any Letters of Credit requested
but not yet issued for the account of such Permitted Borrower hereunder (in
each case determined as aforesaid), plus the unreimbursed amount of any draws
under any Letters of Credit (using the Current Dollar Equivalent thereof for
any Letters of Credit denominated in any Alternative Currency) issued for the
account of such Permitted Borrower shall not exceed the Canadian Sublimit or
the Irish Sublimit, as the case may be;

(v) the principal amount of such Swing Line Advance,
plus the amount of any other outstanding Advance of the Swing Line to be then
combined therewith having the same Applicable Interest Rate and Interest
Period, if any, shall be (i) in the case of a Prime-based Advance at least
Three Hundred Thousand Dollars ($300,000) and (ii) in the case of a Quoted Rate
Advance or a Eurocurrency-based Advance at least Three Hundred Thousand Dollars
($300,000), or the equivalent thereof in an Alternative Currency (or a larger
integral multiple of One Hundred Thousand Dollars ($100,000), or the equivalent
thereof in the applicable Alternative Currency), and at any one time there
shall not be in effect more than (x) for Advances in Dollars, Five (5)
Applicable Interest Rates and Interest Periods, and (y) for Advances in any
Alternative Currency (other than eurodollars), two (2) Applicable Interest
Rates and Interest Periods for each such currency; and

(vi) each such Request for Swing Line Advance shall be
delivered to the Swing Line Bank (x) for each Advance in Dollars, by 12:00 noon

<PAGE> 76

(Detroit time) on the proposed date of the Advance and (y) for each Advance in
any Alternative Currency, by 12:00 noon (Detroit time) two Business Days prior
to the proposed date of Advance;

(d) Disbursement of Swing Line Advances. Subject to
submission of an executed Request for Swing Line Advance by Company or a
Permitted Borrower without exceptions noted in the compliance certification
therein and to the other terms and conditions hereof, Swing Line Bank shall
make available to Company or the applicable Permitted Borrower the amount so
requested, in like funds and currencies, not later than:

(i) for Prime-based Advances or Quoted Rate
Advances, not later than 4:00 p.m. (Detroit time) on the date of such Advance
by credit to an account of Company or the applicable Permitted Borrower
maintained with Agent or to such other account or third party as Company or the
Permitted Borrower may reasonably direct; and

(ii) for Eurocurrency-based Advances, not later
than 4:00 p.m. (the time of the Agent's Correspondent) on the date of such
Advance, by credit to an account of Company or the Permitted Borrower
maintained with Agent's Correspondent or to such other account or third party
as Company or the applicable Permitted Borrower may reasonably direct.

Swing Line Bank shall promptly notify Agent of any Swing Line Advance by
telephone, telex or telecopier.

(e) Refunding of or Participation Interest in Swing Line
Advances.

(i) The Agent, at any time in its sole and
absolute discretion, may (or, upon the request of the Swing Line Bank, shall)
on behalf of the Company or the applicable Permitted Borrower (which hereby
irrevocably directs the Agent to act on its behalf) request each of the Banks
(including the Swing Line Bank in its capacity as a Bank) to make an Advance of
the Revolving Credit to each of Company and the Permitted Borrowers, for each
Permitted Currency in which Swing Line Advances are outstanding to such party,
in an amount (in the applicable Permitted Currency, determined in accordance
with Section 3.11(b) hereof) equal to such Bank's Percentage of the principal
amount of the aggregate Swing Line Advances outstanding in each Permitted
Currency to each such

<PAGE> 77

party on the date such notice is given (the "Refunded Swing Line Advances");
provided that at any time as there shall be a Swing Line Advance outstanding
for more than thirty days, the Agent shall, on behalf of the Company or the
applicable Permitted Borrower (which hereby irrevocably directs the Agent to
act on its behalf), promptly request each Bank (including the Swing Line Bank)
to make an Advance of the Revolving Credit in an amount equal to such Bank's
Percentage of the principal amount of such outstanding Swing Line Advance. In
the case of each Refunded Swing Line Advance outstanding in Dollars, the
applicable Advance of the Revolving Credit used to refund such Swing Line
Advance shall be a Prime- based Advance. In the case of each Refunded Swing
Line Advance outstanding in any Alternative Currency, the applicable Advance of
the Revolving Credit used to refund such Swing Line Advance shall be an Advance
in the applicable Alternative Currency, with an Interest Period of one month
(or any lesser number of days selected by Agent in consultation with the
Banks). In connection with the making of any such Refunded Swing Line Advances
or the purchase of a participation interest in Swing Line Advances under
Section 3.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against
the Company or the applicable Permitted Borrower for any unpaid interest or
fees in respect thereof. Unless any of the events described in Section 9.1(j)
hereof shall have occurred (in which event the procedures of subparagraph (ii)
of this Section 3.5(e) shall apply) and regardless of whether the conditions
precedent set forth in this Agreement to the making of an Advance of the
Revolving Credit are then satisfied but subject to Section 3.5(e)(iii), each
Bank shall make the proceeds of its Advance of the Revolving Credit available
to the Agent for the benefit of the Swing Line Bank at the office of the Agent
specified in Section 3.4(a) hereof prior to 11:00 a.m. Detroit time (for
Domestic Advances) on the Business Day next succeeding the date such notice is
given, and, in the case of any Eurocurrency-based Advance, prior to 2:00 p.m.
Detroit time on the third Business Day following the date such notice is given,
in each case in immediately available funds in the applicable Permitted
Currency. The proceeds of such Advances of the Revolving Credit shall be
immediately applied to repay the Refunded Swing Line Advances in accordance
with the provisions of Section 10.1 hereof.

(ii) If, prior to the making of an Advance of the
Revolving Credit pursuant to subparagraph (i) of this Section 3.5(e), one of
the events described in Section 9.1(j) hereof shall

67
<PAGE> 78

have occurred, each Bank will, on the date such Advance of the Revolving Credit
was to have been made, purchase from the Swing Line Bank an undivided
participating interest in each Refunded Swing Line Advance in an amount equal
to its Percentage of such Refunded Swing Line Advance. Each Bank within the
time periods specified in Section 3.5(e)(i) hereof, as applicable, shall
immediately transfer to the Agent, in immediately available funds in the
applicable Permitted Currency of such Swing Line Advance, the amount of its
participation and upon receipt thereof the Agent will deliver to such Bank a
participation certificate evidencing such participation.

(iii) Each Bank's obligation to make Advances of
the Revolving Credit and to purchase participation interests in accordance with
clauses (i) and (ii) above shall, except in respect of any Swing Line Advance
made by the Swing Line Bank after it has obtained actual knowledge that an
Event of Default has occurred and is continuing, be absolute and unconditional
and shall not be affected by any circumstance, including, without limitation,
(i) any set-off, counterclaim, recoupment, defense or other right which such
Bank may have against Swing Line Bank, the Company, the Permitted Borrowers or
any other Person for any reason whatsoever; (ii) the occurrence or continuance
of any Default or Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of the Company, any Permitted Borrower or any other
Person; (iv) any breach of this Agreement by the Company, any Permitted
Borrower or any other Person; (v) any inability of the Company or the Permitted
Borrowers to satisfy the conditions precedent to borrowing set forth in this
Agreement on the date upon which such participating interest is to be purchased
or (vi) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. If any Bank does not make available to the
Agent the amount required pursuant to clause (i) or (ii) above, as the case may
be, the Agent shall be entitled to recover such amount on demand from such
Bank, together with interest thereon for each day from the date of non-payment
until such amount is paid in full at the Federal Funds Effective Rate for
Advances in Dollars (other than eurodollars) and for Eurocurrency-based
Advances, the Agent's marginal cost (including the cost of maintaining any
required reserves or deposit insurance and of any fees, penalties, overdraft
charges or other costs or expenses incurred by Agent as a result of such
failure to deliver funds hereunder) of carrying such amount.

<PAGE> 79

3.6 Prime-based Interest Payments. Interest on the unpaid
balance of all Prime-based Advances of the Revolving Credit and all Swing Line
Advances carried at the Prime-based Rate from time to time outstanding shall
accrue from the date of such Advance to the Revolving Credit Maturity Date (and
until paid), at a per annum interest rate equal to the Prime-based Rate, and
shall be payable in immediately available funds (a) with respect to Swing Line
Advances, monthly commencing on the first day of the calendar month next
succeeding the calendar month during which the initial Swing Line Advance is
made and on the first day of each month thereafter, and (b) with respect to
Advances of the Revolving Credit, quarterly commencing on the first day of the
calendar quarter next succeeding the calendar month during which the initial
Advance of the Revolving Credit is made and on the first day of each calendar
quarter thereafter. Interest accruing at the Prime-based Rate shall be computed
on the basis of a 360 day year and assessed for the actual number of days
elapsed, and in such computation effect shall be given to any change in the
interest rate resulting from a change in the Prime-based Rate on the date of
such change in the Prime-based Rate.

3.7 Eurocurrency-based Interest Payments and Quoted Rate
Interest Payments.

(a) Interest on each Eurocurrency-based Advance of the Revolving
Credit and all Swing Line Advances carried at the Eurocurrency- based Rate
shall accrue at its Applicable Interest Rate and shall be payable in
immediately available funds on the last day of the Interest Period applicable
thereto (and, if any Interest Period shall exceed three months, then on the
last Business Day of the third month of such Interest Period, and at three
month intervals thereafter). Interest accruing at the Eurocurrency-based Rate
shall be computed on the basis of a 360 day year (except that any such Advances
made in Sterling or any other Alternative Currency with respect to which
applicable law or market custom so requires shall be calculated based on a 365
day year, or as otherwise required under applicable law or market custom) and
assessed for the actual number of days elapsed from the first day of the
Interest Period applicable thereto to but not including the last day thereof.
Interest due on a Eurocurrency-based Advance made in an Alternative Currency
shall be paid in such Alternative Currency.

<PAGE> 80

(b) Interest on each Quoted Rate Advance of the Swing Line shall
accrue at its Quoted Rate and shall be payable in immediately available funds
on the last day of the Interest Period applicable thereto. Interest accruing at
the Quoted Rate shall be computed on the basis of a 360 day year (except that
any such Advances made in Sterling, Irish Punts or any other Alternative
Currency with respect to which applicable law or market custom so requires
shall be calculated based on a 365 day year, or as otherwise required under
applicable law or market custom) and assessed for the actual number of days
elapsed from the first day of the Interest Period applicable thereto to, but
not including the last day thereof.

3.8 Interest Payments on Conversions. Notwithstanding anything
to the contrary in the preceding sections, all accrued and unpaid interest on
any Advance converted pursuant to Section 3.3 hereof shall be due and payable
in full on the date such Advance is converted.

3.9 Interest on Default. In the event and so long as any Event
of Default shall exist, interest shall be payable daily on all
Eurocurrency-based Advances of the Revolving Credit, Swing Line Advances
carried at the Eurocurrency-based Rate and Quoted Rate Advances from time to
time outstanding at a per annum rate equal to the Applicable Interest Rate plus
three percent (3%) for the remainder of the then existing Interest Period, if
any, and at all other such times, with respect to Prime-based Advances from
time to time outstanding, at a per annum rate equal to the Prime-based Rate
plus three percent (3%), and, with respect to Eurocurrency-based Advances
thereof in any Alternative Currency from time to time outstanding, (i) at a per
annum rate calculated by the Agent, whose determination shall be conclusive
absent manifest error, on a daily basis, equal to three percent (3%) above the
interest rate per annum at which one (1) day deposits (or, if such amount due
remains unpaid for more than three (3) Business Days, then for such other
period of time as the Agent may elect which shall in no event be longer than
six (6) months) in the relevant eurocurrency in the amount of such overdue
payment due to the Agent are offered by the Agent's Eurocurrency Lending Office
for the applicable period determined as provided above, or (ii) if at any such
time such deposits are not offered by Eurocurrency Lending Office, then at a
rate per annum equal to three percent (3%) above the rate determined by the
Agent to be its aggregate marginal cost (including the cost of maintaining any
required reserves or deposit

<PAGE> 81

insurance) of carrying the amount of such Eurocurrency-based Advance.

3.10 Prepayment. (a) Company or the Permitted Borrowers may
prepay all or part of the outstanding balance of any Prime-based Advance(s)
under the Revolving Credit Notes at any time, provided that the amount of any
partial prepayment shall be at least One Million Dollars ($1,000,000) and,
after giving effect to any such partial prepayment, the aggregate balance of
Prime-based Advance(s) of the Revolving Credit remaining outstanding, if any,
shall be at least One Million Dollars ($1,000,000). Company or the Permitted
Borrowers may prepay all or part of any Eurocurrency-based Advance (subject to
not less than three (3) Business Days' notice to Agent) only on the last day of
the Interest Period therefor, provided that the amount of any such partial
prepayment shall be at least One Million Dollars ($1,000,000), or the
equivalent thereof in an Alternative Currency, and, after giving effect of any
such partial prepayment, the unpaid portion of such Advance which is refunded
or converted under Section 3.3 hereof shall be at least Five Million Dollars
($5,000,000) or the equivalent thereof in an Alternative Currency.

(b) Company may prepay all or part of the outstanding
balance of any Swing Line Advance carried at the Prime-based Rate at any time,
provided that the amount of any partial prepayment shall be at least One
Hundred Thousand Dollars ($100,000) and, after giving effect of any such
partial prepayment, the aggregate balance of such Swing Line Advances remaining
outstanding, if any, shall be at least One Hundred Thousand Dollars ($100,000).
Company may prepay all or part of any Swing Line Advances carried at the
Eurocurrency-based Rate or Quoted Rate (subject to not less than three (3)
Business Days' notice to Swing Line Bank and Agent) only on the last day of the
Interest Period therefor, provided that the amount of any such partial payment
shall be at least One Hundred Thousand Dollars ($100,000), after giving effect
of any such partial prepayment, and the unpaid portion of such Advance which is
refunded or converted under Section 3.5(c) hereof shall be at least One Hundred
Thousand Dollars ($100,000).

(c) Any prepayment made in accordance with this Section
shall be without premium, penalty or prejudice to the right to reborrow under
the terms of this Agreement. Any other prepayment of all or any portion of any
Advance of the Revolving Credit or any

<PAGE> 82

Swing Line Advance shall be subject to Section 11.1 hereof, but otherwise
without premium, penalty or prejudice.

3.11 Determination, Denomination and Redenomination of
Alternative Currency Advances. Whenever, pursuant to any provision of this
Agreement:

(a) an Advance of the Revolving Credit or a Swing Line
Advance is initially funded, as opposed to any refunding or conversion thereof,
in an Alternative Currency, the amount to be advanced hereunder will be the
equivalent in such Alternative Currency of the Dollar Amount of such Advance;

(b) an existing Advance of the Revolving Credit or a
Swing Line Advance denominated in an Alternative Currency is to be refunded, in
whole or in part, with an Advance denominated in the same Alternative Currency,
the amount of the new Advance shall be continued in the amount of the
Alternative Currency so refunded;

(c) an existing Advance of the Revolving Credit
denominated in an Alternative Currency is to be converted, in whole or in part,
to an Advance denominated in another Alternative Currency, the amount of the
new Advance shall be that amount of the Alternative Currency of the new Advance
which may be purchased, using the most favorable spot exchange rate determined
by Agent to be available to it for the sale of Dollars for such other
Alternative Currency at approximately 11:00 a.m. (Detroit time) two (2)
Business Days prior to the last day of the Eurocurrency Interest Period
applicable to the existing Advance, with the Dollar Amount of the existing
Advance, or portion thereof being converted; and

(d) an existing Advance of the Revolving Credit
denominated in an Alternative Currency is to be converted, in whole or in part,
to an Advance denominated in Dollars, the amount of the new Advance shall be
the Dollar Amount of the existing Advance, or portion thereof being converted
(determined as aforesaid).

3.12 Prime-based Advance in Absence of Election or Upon Default.
If, (a) as to any outstanding Eurocurrency-based Advance of the Revolving
Credit, or any Swing Line Advance carried at the Eurocurrency-based Rate, Agent
has not received payment on the last day of the Interest Period applicable
thereto, or does not receive

<PAGE> 83

a timely Request for Advance meeting the requirements of Section 3.3 or 3.5(c)
hereof with respect to the refunding or conversion of such Advance, or (b) if
any Advance denominated in an Alternative Currency or any deemed Advance under
Section 3A.6 hereof in respect of a Letter of Credit denominated in an
Alternative Currency cannot be refunded or made, as the case may be, in such
Alternative Currency by virtue of Section 11.3 hereof, or (c) subject to
Section 3.9 hereof, if on such day a Default or an Event of Default shall have
occurred and be continuing, then the principal amount thereof which is not then
prepaid in the case of a Eurocurrency-based Advance shall, absent a contrary
election of the Majority Banks, be converted automatically to a Prime-based
Advance and the Agent shall thereafter promptly notify Company of said action.
If a Eurocurrency-based Advance converted hereunder is payable in an
Alternative Currency, the Prime-based Advance shall be in an amount equal to
the Dollar Amount of such Eurocurrency-based Advance at such time and the Agent
and the Banks shall use said Prime-based Advance to fund payment of the
Alternative Currency obligation, all subject to the provisions of Section 3.14
hereof. The Company and the Permitted Borrowers, if applicable, shall reimburse
the Agent and the Banks on demand for any costs incurred by the Agent or any of
the Banks, as applicable, resulting from the conversion pursuant to this
Section 3.12 of Eurocurrency-based Advances payable in an Alternative Currency
to Prime-based Advances.

3.13 Revolving Credit Facility Fee. From the date hereof to the
Revolving Credit Maturity Date, the Company shall pay to the Agent, for
distribution to the Banks (as set forth below), a Revolving Credit Facility Fee
determined by multiplying the Applicable Fee Percentage per annum times the
Revolving Credit Maximum Amount then applicable under Section 3.15 hereof
(whether used or unused), computed on a daily basis. The Revolving Credit
Facility Fee shall be payable quarterly in arrears commencing January 1, 1997
(in respect of the prior calendar quarter or portion thereof), and on the first
day of each calendar quarter thereafter and on the Revolving Credit Maturity
Date, and shall be computed on the basis of a year of three hundred sixty (360)
days and assessed for the actual number of days elapsed. Whenever any payment
of the Revolving Credit Facility Fee shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
Business Day. Upon receipt of such payment Agent shall make prompt payment to
each Bank of its share of the Revolving Credit Facility Fee based upon its
respective Percentage.

<PAGE> 84

3.14 Currency Appreciation; Sublimits; Mandatory Reduction of
Indebtedness. (a) If at any time and for any reason, the aggregate principal
amount (tested in the manner set forth below) of all Advances of the Revolving
Credit hereunder to the Company and to the Permitted Borrowers made in Dollars
and the aggregate Current Dollar Equivalent of all Advances hereunder to the
Company and to the Permitted Borrowers in any Alternative Currency as of such
time, plus the aggregate principal amount of Swing Line Advances outstanding
hereunder as of such time (determined as aforesaid), plus the aggregate undrawn
portion of any Letters of Credit which shall be outstanding (based on the
Dollar Amount of the undrawn portion of any Letters of Credit denominated in
Dollars and the Current Dollar Equivalent of the undrawn portion of any Letters
of Credit denominated in any Alternative Currency), plus the face amount of all
Letters of Credit requested but not yet issued (determined as aforesaid), plus
the unreimbursed amount of any draws under any Letters of Credit (using the
Current Dollar Equivalent thereof for any Letters of Credit denominated in any
Alternative Currency), as of such time exceeds the Revolving Credit Maximum
Amount (as used in this clause (a), the "Excess"), the Company and the
Permitted Borrowers shall:

(ii) on the last day of each Interest Period of
any Eurocurrency-based Advance outstanding as of such time, until the necessary
reductions of Indebtedness under this Section 3.14(a) have been fully made,
repay the Indebtedness carried in such Advances and/or reduce any requests for
refunding or conversion of such Advances submitted (or to be submitted) by the
Company or the applicable Permitted Borrower in respect of such Advances, by
the amount in Dollars or the applicable Alternative Currency, as the case may
be, of the Excess, to the extent thereof.

Compliance with this Section 3.14(a) shall be tested on a daily or other basis
satisfactory to Agent in its sole discretion, provided that, so long as no
Default or Event of Default has occurred and is continuing, at any time while
the aggregate Advances of the Revolving Credit available to be borrowed
hereunder (based on the

<PAGE> 85

Revolving Credit Maximum Amount then in effect) equal or exceed Five Million
Dollars ($5,000,000), compliance with this Section 3.14(a) shall be tested as
of the last day of each calendar quarter. Notwithstanding the foregoing, upon
the occurrence and during the continuance of any Default or Event of Default,
or if any Excess remains after recalculating said Excess based on ninety-five
percent (95%) of the Current Dollar Equivalent of any Advances or Letters of
Credit denominated in Alternative Currencies (and one hundred percent (100%) of
any Advances or Letters of Credit denominated in Dollars), Company and the
Permitted Borrowers shall be obligated immediately to reduce the foregoing
Indebtedness hereunder by an amount sufficient to eliminate such Excess.

(b) If at any time and for any reason with respect to:

(X) CAC UK, the aggregate principal amount (tested in
the manner set forth below) of all Advances of the Revolving Credit,
of the Swing Line and of the Line of Credit outstanding hereunder to
the Permitted Borrowers (including CAC UK), plus the aggregate undrawn
portion of any Letters of Credit, plus the face amount of any Letters
of Credit requested but not yet issued, plus the unreimbursed amount
of any draws under any Letters of Credit to or for the account of the
Permitted Borrowers (including CAC UK), which Advances and Letters of
Credit are made or issued, or to be made or issued, in Dollars and
ninety percent (90%) of the aggregate Current Dollar Equivalent of all
such Advances and Letters of Credit (including unreimbursed draws)
hereunder for the account of the Permitted Borrowers (including CAC
UK) in any Alternative Currency as of such time, exceeds the Aggregate
Sublimit, or

(Y) either CAC Canada or CAC Ireland, as the case may be,
the aggregate principal amount (tested in the manner set forth below)
of all Advances of the Revolving Credit, of the Swing Line and of the
Line of Credit outstanding hereunder to such Permitted Borrower, plus
the aggregate undrawn portion of any Letters of Credit, the face
amount of any Letters of Credit requested but not yet issued, plus the
unreimbursed amount of any draws under any Letters of Credit to or for
the account of such Permitted Borrower, which Advances and Letters of
Credit are made or issued in Dollars and ninety percent (90%) of the
aggregate Current Dollar Equivalent of all such

<PAGE> 86

Advances and Letters of Credit (including unreimbursed draws)
hereunder for the account of such Permitted Borrower in any
Alternative Currency as of such time, exceeds the Canadian Sublimit or
the Irish Sublimit, as the case may be,

then in each case, such Permitted Borrower shall (i) immediately repay that
portion of the Indebtedness outstanding to such Permitted Borrower then carried
as a Prime-based Advance, if any, by the Dollar Amount of such excess, and/or
reduce on such day any pending request for an Advance in Dollars submitted by
such Permitted Borrower by the Dollar Amount of such excess, to the extent
thereof; and (ii) on the last day of each Interest Period of any
Eurocurrency-based Advance outstanding to such Permitted Borrower as of such
time, until the necessary reductions of Indebtedness under this Section 3.14(b)
have been fully made, repay such Indebtedness carried in such Advances and/or
reduce any requests for refunding or conversion of such Advances submitted (or
to be submitted) by such Permitted Borrower in respect of such Advances, by the
amount in Dollars or the applicable Alternative Currency, as the case may be,
of such excess, to the extent thereof.

Provided that no Default or Event of Default has occurred and is continuing,
each Permitted Borrower's compliance with this Section 3.14(b) shall be tested
as of the last day of each calendar quarter or, upon the written request of the
Company from time to time, as of the last day of each calendar month, provided
the Company furnishes Agent with current monthly financial statements complying
with the requirements set forth in subparagraphs (i) and (ii) of Section 7.3(c)
hereof. Upon the occurrence and during the continuance of any Default or Event
of Default, compliance with this Section 3.14(b) shall be tested on a daily or
other basis satisfactory to Agent in its sole discretion.

3.15 Optional Reduction or Termination of Revolving Credit
Maximum Amount. Provided that no Default or Event of Default has occurred and
is continuing, the Company may upon at least five Business Days' prior written
notice to the Agent, permanently reduce the Revolving Credit Maximum Amount in
whole at any time, or in part from time to time, without premium or penalty,
provided that: (i) each partial reduction of the Revolving Credit Maximum
Amount shall be in an aggregate amount equal to Ten Million Dollars
($10,000,000) or a larger integral multiple of One Million Dollars

<PAGE> 87

($1,000,000); (ii) each reduction shall be accompanied by the payment of the
Revolving Credit Facility Fee, if any, accrued to the date of such reduction;
(iii) the Company or any Permitted Borrower, as applicable, shall prepay in
accordance with the terms hereof the amount, if any, by which the aggregate
unpaid principal amount of Advances (using the Current Dollar Equivalent of any
such Advance outstanding in any Alternative Currency) of the Revolving Credit,
plus the aggregate principal amount of Swing Line Advances outstanding
hereunder (using the Current Dollar Equivalent of any such Advance outstanding
in an Alternative Currency), plus the aggregate undrawn amount of outstanding
Letters of Credit (using the Current Dollar Equivalent thereof for any Letters
of Credit denominated in any Alternative Currency), plus the unreimbursed
amount of any draws under any Letters of Credit (determined as aforesaid),
exceeds the amount of the Revolving Credit Maximum Amount as so reduced,
together with interest thereon to the date of prepayment; (iv) if the
termination or reduction of the Revolving Credit Maximum Amount requires the
prepayment of a Eurocurrency-based Advance or a Quoted Rate Advance, the
termination or reduction may be made only on the last Business Day of the then
current Interest Period applicable to such Eurocurrency-based Advance or such
Quoted Rate Advance; and (v) no reduction shall reduce the Revolving Credit
Maximum Amount to an amount which is less than the aggregate undrawn amount of
any Letters of Credit outstanding at such time. Reductions of the Revolving
Credit Maximum Amount and any accompanying prepayments of the Revolving Credit
Notes shall be distributed by Agent to each Bank in accordance with such Bank's
Percentage thereof, and will not be available for reinstatement by or readvance
to the Company or any Permitted Borrower, and any accompanying prepayments of
the Swing Line Note shall be distributed by Agent to the Swing Line Bank and
will not be available for reinstatement by or readvance to the Company. Any
reductions of the Revolving Credit Maximum Amount hereunder shall reduce each
Bank's portion thereof proportionately (based on the applicable Percentages),
and shall be permanent and irrevocable. Any payments made pursuant to this
Section shall be applied first to outstanding Prime-based Advances under the
Revolving Credit, next to Swing Line Advances carried at the Prime-based Rate,
next to Eurocurrency-based Advances of the Revolving Credit and then to Swing
Line Advances carried at the Eurocurrency-based Rate or the Quoted Rate.

<PAGE> 88

3.16 Extensions of Revolving Credit Maturity Date. Provided that
no Default or Event of Default has occurred and is continuing, Company may, by
written notice to Agent and each Bank (which notice shall be irrevocable and
which shall not be deemed effective unless actually received by Agent and each
Bank)

(a) prior to April 15, 1997, but not before March 15,
1997, request that the Banks extend the then applicable Revolving
Credit Maturity Date to May 15, 2000 (such request, the "Initial
Request"); and

(b) prior to April 15, but not before March 15, of each
year beginning in 1998 (if the Initial Request is made by the Company
and approved by the Banks) or prior to October 1, but not before
November 1 of each year beginning in 1997 (if the Initial Request is
not made by the Company or is not approved by the Banks), request that
the Banks extend the then applicable Revolving Credit Maturity Date to
a date that is one year later than the Revolving Credit Maturity Date
then in effect (each such request, a "Subsequent Request").

Each Bank shall, not later than thirty (30) calendar days following the date of
its receipt of the Initial Request or any Subsequent Request, as the case may
be, give written notice to the Agent stating whether such Bank is willing to
extend the Revolving Credit Maturity Date as requested. If Agent has received
the aforesaid written approvals of such Initial Request or Subsequent Request,
as the case may be, from each of the Banks, then, so long as no Default or
Event of Default has occurred and is continuing, effective upon such Revolving
Credit Maturity Date, the Revolving Credit Maturity Date shall be so extended,
in the case of the Initial Request to May 15, 2000 and in the case of any
Subsequent Request for an additional one year period, the term Revolving Credit
Maturity Date shall mean such extended date and Agent shall promptly notify the
Company and the Banks that such extension has occurred. If (i) any Bank gives
the Agent written notice that it is unwilling to extend the Revolving Credit
Maturity Date as requested or (ii) any Bank fails to provide written approval
to Agent of such the Initial Request or any Subsequent Request within thirty
(30) calendar days of the date of Agent's receipt of such Request, then (x) the
Banks shall be deemed to have declined to extend the Revolving Credit Maturity
Date, (y) the then-current Revolving Credit Maturity Date shall remain in
effect (with no

<PAGE> 89

further right on the part of Company to request extensions thereof under this
Section 3.16, unless such non-extension relates to the Initial Request) and (z)
the commitments of the Banks to make Advances of the Revolving Credit hereunder
and of Swing Line Bank to make Swing Line Advances shall terminate on the
Revolving Credit Maturity Date then in effect, and Agent shall promptly notify
Company and the Banks thereof.

3.17 Revolving Credit as Renewal; Application of Advances. The
Revolving Credit Notes issued by the Company and the Permitted Borrowers
hereunder shall constitute renewal and replacement evidence of all present
Indebtedness of such parties outstanding under the Revolving Credit Notes
issued under the Prior Credit Agreement. Advances of the Revolving Credit
(including Swing Line Advances) shall be available, subject to the terms
hereof, to fund working capital needs or other general corporate purposes of
the Company and the Permitted Borrowers.

3A. LETTERS OF CREDIT.

3A.1 Letters of Credit. Subject to the terms and conditions of
this Agreement, Agent may through the Issuing Office, at any time and from time
to time from and after the date hereof until thirty (30) days prior to the
Revolving Credit Maturity Date, upon the written request of an Account Party
accompanied by a duly executed Letter of Credit Agreement and such other
documentation related to the requested Letter of Credit as the Agent may
require, issue standby or documentary Letters of Credit for the account of such
Account Party, in an aggregate amount for all Letters of Credit issued
hereunder at any one time outstanding not to exceed the Letter of Credit
Maximum Amount. Each Letter of Credit shall be in a minimum face amount of One
Hundred Thousand Dollars ($100,000) and shall have an expiration date not later
than one (1) year from its date of issuance; provided that each Letter of
Credit (including any renewal thereof) shall expire not later than ten (10)
Business Days prior to the Revolving Credit Maturity Date in effect on the date
of issuance thereof. The submission of all applications and the issuance of
each Letter of Credit hereunder shall be subject in all respects to applicable
provisions of U.S. law and regulations, including without limitation, the
Trading With the Enemy Act, Export Administration Act, International Emergency
Economic Powers Act, and Regulations of the Office of Foreign Assets Control of
the U.S. Department of the Treasury.

<PAGE> 90

3A.2 Conditions to Issuance. No Letter of Credit shall be issued
at the request and for the account of any Account Party unless, as of the date
of issuance of such Letter of Credit:

(a) the face amount of the Letter of Credit requested
(based on the Dollar Amount of the undrawn portion
of any Letter of Credit denominated in Dollars and
the Current Dollar Equivalent of the undrawn portion
of any Letter of Credit denominated in any
Alternative Currency), plus the face amount of all
other Letters of Credit of all Account Parties
requested on such date, plus the aggregate undrawn
portion of all other Letters of Credit of all
Account Parties as of such date, plus the face
amount of all Letters of Credit of all Account
Parties requested but not yet issued as of such
date, plus the unreimbursed amount of any draws
under Letters of Credit of all Account Parties (in
each case, determined as aforesaid), does not exceed
the Letter of Credit Maximum Amount;

(b) the face amount of the Letter of Credit requested,
plus the face amount of all other Letters of Credit
of all Account Parties requested on such date, plus
the aggregate undrawn portion of all other Letters
of Credit of all Account Parties as of such date,
plus the face amount of all Letters of Credit of all
Account Parties requested but not yet issued as of
such date, plus the unreimbursed amount of any draws
under Letters of Credit of all Account Parties as of
such date, (in each case determined as aforesaid),
plus the aggregate principal amount of all Advances
outstanding under the Revolving Credit Notes and the
Swing Line Notes, including any Advances requested
to be made on such date (determined on the basis of
the Current Dollar Equivalent of any Advances
denominated in any Alternative Currency, and the
Dollar Amount of any Advances in Dollars), do not
exceed the then applicable Revolving Credit Maximum
Amount;

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(X) in the case of CAC UK, the face amount
of the Letter of Credit requested by CAC UK, plus
the face amount of all other Letters of Credit
requested by CAC UK or any other Permitted Borrower
on such date, plus the aggregate undrawn portion of
all other outstanding Letters of Credit issued for
the account of the Permitted Borrowers, including
CAC UK (in each case determined as aforesaid), plus
the unreimbursed amount of any draws under Letters
of Credit (using the Current Dollar Equivalent
thereof for any such Letters of Credit denominated
in any Alternative Currency) issued for the account
of the Permitted Borrowers (including CAC UK), plus
the aggregate outstanding principal amount of all
Advances of the Revolving Credit, of the Swing Line
and of the Line of Credit to the Permitted Borrowers
(including CAC UK), including any Advances requested
to be made on such date (in each case determined as
aforesaid), do not exceed the Aggregate Sublimit;
and

(Y) in the case of either CAC Canada or CAC
Ireland, the face amount of the Letter of Credit
requested by such Permitted Borrower, plus the face
amount of all other Letters of Credit requested by
such Permitted Borrower on such date, plus the
aggregate undrawn portion of all other outstanding
Letters of Credit issued for the account of such
Permitted Borrower, (in each case determined as
aforesaid), plus the face amount of all other
Letters of Credit requested by such Permitted
Borrower but not yet issued, plus the unreimbursed
amount of any draws under Letters of Credit (using
the Current Dollar Equivalent thereof for any such
Letters of Credit denominated in any Alternative
Currency) issued for the account of such Permitted
Borrower, plus the aggregate principal amount of all
Advances of the Revolving Credit, and of the Swing
Line and of the Line of Credit to such Permitted
Borrower, including any Advances requested to be
made on such date (in each case determined as
aforesaid), do not exceed the

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Canadian Sublimit or the Irish Sublimit, as the case
may be;

(d) the obligations of Company and the Permitted
Borrowers set forth in this Agreement and the other
Loan Documents are valid, binding and enforceable
obligations of Company and Permitted Borrowers and
the valid, binding and enforceable nature of this
Agreement and the other Loan Documents has not been
disputed by Company or the Permitted Borrowers;

(e) the representations and warranties contained in this
Agreement and the other Loan Documents are true in
all material respects as if made on such date, and
both immediately before and immediately after
issuance of the Letter of Credit requested, no
Default or Event of Default exists;

(f) the execution of the Letter of Credit Agreement with
respect to the Letter of Credit requested will not
violate the terms and conditions of any contract,
agreement or other borrowing of Company or the
Permitted Borrowers;

(g) the Account Party requesting the Letter of Credit
shall have delivered to Agent at its Issuing Office,
not less than five (5) Business Days prior to the
requested date for issuance (or such shorter time as
the Agent, in its sole discretion, may permit), the
Letter of Credit Agreement related thereto, together
with such other documents and materials as may be
required pursuant to the terms thereof, and the
terms of the proposed Letter of Credit shall be
satisfactory to Agent and its Issuing Office;

(h) no order, judgment or decree of any court,
arbitrator or governmental authority shall purport
by its terms to enjoin or restrain Agent from
issuing the Letter of Credit requested, or any Bank
from taking an assignment of its Percentage thereof
pursuant to Section 3A.6 hereof, and no law, rule,
regulation, request or directive (whether or not

<PAGE> 93

having the force of law) shall prohibit or request
that Agent refrain from issuing, or any Bank refrain
from taking an assignment of its Percentage of, the
Letter of Credit requested or letters of credit
generally;

(i) there shall have been no introduction of or change
in the interpretation of any law or regulation that
would make it unlawful or unduly burdensome for the
Agent to issue or any Bank to take an assignment of
its Percentage of the requested Letter of Credit, no
suspension of or material limitation on trading on
the New York Stock Exchange or any other national
securities exchange, no declaration of a general
banking moratorium by banking authorities in the
United States, Michigan or the respective
jurisdictions in which the Banks, the applicable
Account Party and the beneficiary of the requested
Letter of Credit are located, and no establishment
of any new restrictions on transactions involving
letters of credit or on banks materially affecting
the extension of credit by banks; and

(j) Agent shall have received the issuance fees required
in connection with the issuance of such Letter of
Credit pursuant to Section 3A.5 hereof.

Each Letter of Credit Agreement submitted to Agent pursuant hereto shall
constitute the certification by the Company and the Account Party of the
matters set forth in Section 3A.2 (a) through (f) hereof. The Agent shall be
entitled to rely on such certification without any duty of inquiry.

3A.3 Notice. Agent shall give notice, substantially in the form
attached as Exhibit I, to each Bank of the issuance of each Letter of Credit,
not later than three (3) Business Days after issuance of each Letter of Credit,
specifying the amount thereof and the amount of such Bank's Percentage thereof.

3A.4 Letter of Credit Fees. Company shall pay to the Agent for
distribution to the Banks in accordance with their Percentages, Letter of
Credit Fees as follows:

<PAGE> 94

(a) A per annum Letter of Credit Fee with respect to the
undrawn amount of each Letter of Credit issued pursuant hereto (based on the
Dollar Amount of any Letters of Credit denominated in Dollars and the Current
Dollar Equivalent of any Letters of Credit denominated in any Alternative
Currency) in the amount of the Applicable Fee Percentage (determined with
reference to Schedule 4.1 to this Agreement), inclusive of the facing fee of
one-eighth of one percentage point (1/8%) per annum on the face amount thereof
to be retained by Agent under Section 3A.5 hereof.

(b) If any change in any law or regulation or in the
interpretation thereof by any court or administrative or governmental authority
charged with the administration thereof shall either (i) impose, modify or
cause to be deemed applicable any reserve, special deposit, limitation or
similar requirement against letters of credit issued or participated in by, or
assets held by, or deposits in or for the account of, Agent or any Bank or (ii)
impose on Agent or any Bank any other condition regarding this Agreement or the
Letters of Credit, and the result of any event referred to in clause (i) or
(ii) above shall be to increase the cost or expense to Agent or such Bank of
issuing or maintaining or participating in any of the Letters of Credit (which
increase in cost or expense shall be determined by the Agent's or such Bank's
reasonable allocation of the aggregate of such cost increases and expense
resulting from such events), then, upon demand by the Agent or such Bank, as
the case may be, the Company shall, within ten days following demand for
payment, pay to Agent or such Bank, as the case may be, from time to time as
specified by the Agent or such Bank, additional amounts which shall be
sufficient to compensate the Agent or such Bank for such increased cost and
expense, together with interest on each such amount from ten days after the
date demanded until payment in full thereof at the Prime-based Rate. A
certificate as to such increased cost or expense incurred by the Agent or such
Bank, as the case may be, as a result of any event mentioned in clause (i) or
(ii) above, submitted to the Company, shall be conclusive evidence, absent
manifest error, as to the amount thereof.

(c) All payments by the Company or the Permitted
Borrowers to the Agent or the Banks under this Section 3A.4 shall be made in
Dollars and in immediately available funds at the Issuing Office or such other
office of the Agent as may be designated from time to time by written notice to
the Company and

<PAGE> 95

the Permitted Borrowers by the Agent. The fees described in clause (a) above
shall be nonrefundable under all circumstances, shall be payable semi-annually
in advance (or such lesser period, if applicable, for Letters of Credit issued
with stated expiration dates of less than six months) upon the issuance of each
such Letter of Credit, and shall be calculated on the basis of a 360 day year
and assessed for the actual number of days from the date of the issuance
thereof to the stated expiration thereof.

3A.5 Issuance Fees. In connection with the Letters of Credit, and
in addition to the Letter of Credit Fees (including a letter of credit facing
fee of one-eighth of one percentage point (1/8%) to be retained by Agent for
its own account), the Company and the applicable Account Party shall pay, for
the sole account of the Agent, standard documentation, administration, payment
and cancellation charges assessed by Agent or the Issuing Office, at the times,
in the amounts and on the terms set forth or to be set forth from time to time
in the standard fee schedule of the Issuing Office in effect from time to time.

3A.6 Draws and Demands for Payment Under Letters of Credit.

(a) The Company and each applicable Account Party agree
to pay to the Agent, on the day on which the Agent shall honor a draft or other
demand for payment presented or made under any Letter of Credit, an amount
equal to the amount paid by the Agent in respect of such draft or other demand
under such Letter of Credit and all expenses paid or incurred by the Agent
relative thereto. Unless the Company or the applicable Account Party shall
have made such payment to the Agent on such day, upon each such payment by the
Agent, the Agent shall be deemed to have disbursed to the Company or the
applicable Account Party, and the Company or the applicable Account Party shall
be deemed to have elected to substitute for its reimbursement obligation, with
respect to Letters of Credit denominated in Dollars, a Prime-based Advance of
the Revolving Credit and, with respect to Letters of Credit denominated in any
Alternative Currency, a Eurocurrency-based Advance of the Revolving Credit in
the applicable Alternative Currency with an Interest Period, commencing three
(3) Business Days following the date of Agent's payment pursuant to the
applicable Letter of Credit, of one month (or, if unavailable, such other
Interest Period as selected by Agent in its sole discretion), in each case for
the account of the Banks in an amount equal to the

85
<PAGE> 96

amount so paid by the Agent in respect of such draft or other demand under such
Letter of Credit. Such Prime-based Advance or Eurocurrency- based Advance shall
be deemed disbursed notwithstanding any failure to satisfy any conditions for
disbursement of any Advance set forth in Section 3 hereof and, to the extent of
the Advances so disbursed, the reimbursement obligation of the Company or the
applicable Account Party under this Section 3A.6 shall be deemed satisfied,
provided that, with respect to any such Eurocurrency-based Advance deemed to
have been made hereunder, Company or the applicable Permitted Borrower shall
also be obligated to pay to the Agent, for Agent's sole account, interest on
the aggregate amount paid by the Agent under the applicable draft or other
demand for payment at Agent's aggregate marginal cost (including the cost of
maintaining any required reserves or deposit insurance and of any fees,
penalties, overdraft charges or other costs or expenses incurred by Agent as a
result of such failure to deliver funds hereunder) of carrying such amount plus
the Applicable Margin then in effect for Eurocurrency-based Advances, from the
date of Agent's payment pursuant to any Letter of Credit to the date of the
commencement of the Interest Period for the applicable Eurocurrency-based
Advance deemed to have been made, as aforesaid, such interest (the "Gap
Interest") to be due and payable on the last day of the initial Interest Period
established for such deemed Advance.

(b) If the Agent shall honor a draft or other demand for payment
presented or made under any Letter of Credit, the Agent shall provide notice
thereof to the Company and the applicable Account Party on the date such draft
or demand is honored, and to each Bank on such date unless the Company or
applicable Account Party shall have satisfied its reimbursement obligation
under Section 3A.6(a) hereof by payment to the Agent on such date. The Agent
shall further use reasonable efforts to provide notice to the Company or
applicable Account Party prior to honoring any such draft or other demand for
payment, but such notice, or the failure to provide such notice, shall not
affect the rights or obligations of the Agent with respect to any Letter of
Credit or the rights and obligations of the parties hereto, including without
limitation the obligations of the Company or applicable Account Party under
Section 3A.6(a) hereof.

(c) Upon issuance by the Agent of each Letter of Credit
hereunder (except in respect of any Letter of Credit issued after

<PAGE> 97

Agent has obtained actual knowledge that an Event of Default has occurred and
is continuing), each Bank shall automatically acquire a pro rata participation
interest in such Letter of Credit and each related Letter of Credit Payment
based on its respective Percentage. Each Bank, on the date a draft or demand
under any Letter of Credit is honored (or the next succeeding Business Day if
the notice required to be given by Agent to the Banks under Section 3A.6(b)
hereof is not given to the Banks prior to 2:00 p.m. (Detroit time) on such date
of draft or demand) or three (3) Business Days thereafter in respect of draws
or demands under Letters of Credit issued in any Alternative Currency, shall
make its Percentage of the amount paid by the Agent, and not reimbursed by the
Company or applicable Account Party on such day, available in the applicable
Permitted Currency and in immediately available funds at the principal office
of the Agent for the account of the Agent. If and to the extent such Bank
shall not have made such pro rata portion available to the Agent, such Bank,
the Company and the applicable Account Party severally agree to pay to the
Agent forthwith on demand such amount together with interest thereon, for each
day from the date such amount was paid by the Agent until such amount is so
made available to the Agent at a per annum rate equal to the interest rate
applicable during such period to the related Advance deemed to have been
disbursed under Section 3A.6(a) in respect of the reimbursement obligation of
the Company and the applicable Account Party, as set forth in Section 3.4(c)(i)
or 3.4(c)(ii) hereof, as the case may be. If such Bank shall pay such amount
to the Agent together with such interest, such amount so paid shall be deemed
to constitute an Advance by such Bank disbursed in respect of the reimbursement
obligation of the Company or applicable Account Party under Section 3A.6(a)
hereof for purposes of this Agreement, effective as of the dates applicable
under said Section 3A.6(a). The failure of any Bank to make its pro rata
portion of any such amount paid by the Agent available to the Agent shall not
relieve any other Bank of its obligation to make available its pro rata portion
of such amount, but no Bank shall be responsible for failure of any other Bank
to make such pro rata portion available to the Agent. Furthermore, in the event
of the failure by Company or the Permitted Borrowers to pay the Gap Interest
required under the proviso to Section 3A.6(a) hereof, each of the Banks shall
pay to Agent, within one Business Day following receipt from Agent of written
request therefor, its pro rata portion of said Gap Interest, excluding any
portion thereof attributable to the Applicable Margin.

<PAGE> 98

(d) Nothing in this Agreement shall be construed to require or
authorize any Bank to issue any Letter of Credit, it being recognized that the
Agent shall be the sole issuer of Letters of Credit under this Agreement.

3A.7 Obligations Irrevocable. The obligations of Company and any
Account Party to make payments to Agent or the Banks with respect to Letter of
Credit Obligations under Section 3A.6 hereof, shall be unconditional and
irrevocable and not subject to any qualification or exception whatsoever,
including, without limitation:

(a) Any lack of validity or enforceability of any Letter
of Credit or any documentation relating to any Letter of Credit or to any
transaction related in any way to any Letter of Credit (the "Letter of Credit
Documents");

(b) Any amendment, modification, waiver, consent, or any
substitution, exchange or release of or failure to perfect any interest in
collateral or security, with respect to or under any of the Letter of Credit
Documents;

(c) The existence of any claim, setoff, defense or other
right which the Company or any Account Party may have at any time against any
beneficiary or any transferee of any Letter of Credit (or any persons or
entities for whom any such beneficiary or any such transferee may be acting),
the Agent or any Bank or any other person or entity, whether in connection with
any of the Letter of Credit Documents, the transactions contemplated herein or
therein or any unrelated transactions;

(d) Any draft or other statement or document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect;

(e) Payment by the Agent to the beneficiary under any
Letter of Credit against presentation of documents which do not comply with the
terms of such Letter of Credit, including failure of any documents to bear any
reference or adequate reference to such Letter of Credit;

<PAGE> 99

(f) Any failure, omission, delay or lack on the part of
the Agent or any Bank or any party to any of the Letter of Credit Documents to
enforce, assert or exercise any right, power or remedy conferred upon the
Agent, any Bank or any such party under this Agreement, any of the other Loan
Documents or any of the Letter of Credit Documents, or any other acts or
omissions on the part of the Agent, any Bank or any such party; or

(g) Any other event or circumstance that would, in the
absence of this Section 3A.7, result in the release or discharge by operation
of law or otherwise of Company or any Account Party from the performance or
observance of any obligation, covenant or agreement contained in Section 3A.6
hereof.

No setoff, counterclaim, reduction or diminution of any obligation or any
defense of any kind or nature which Company or any Account Party has or may
have against the beneficiary of any Letter of Credit shall be available
hereunder to Company or any Account Party against the Agent or any Bank.
Nothing contained in this Section 3A.7 shall be deemed to prevent Company or
the Account Parties, after satisfaction in full of the absolute and
unconditional obligations of Company and the Account Parties hereunder, from
asserting in a separate action any claim, defense, set off or other right which
they (or any of them) may have against Agent or any Bank.

3A.8 Risk Under Letters of Credit. (a) In the administration and
handling of Letters of Credit and any security therefor, or any documents or
instruments given in connection therewith, Agent shall have the sole right to
take or refrain from taking any and all actions under or upon the Letters of
Credit.

(b) Subject to other terms and conditions of this
Agreement, Agent shall issue the Letters of Credit and shall hold the documents
related thereto in its own name and shall make all collections thereunder and
otherwise administer the Letters of Credit in accordance with Agent's regularly
established practices and procedures and, except pursuant to Section 12.3
hereof, Agent will have no further obligation with respect thereto. In the
administration of Letters of Credit, Agent shall not be liable for any action
taken or omitted on the advice of counsel, accountants, appraisers or other
experts selected by Agent with due care and Agent may rely upon any notice,
communication, certificate or other

<PAGE> 100

statement from Company, any Account Party, beneficiaries of Letters of Credit,
or any other Person which Agent believes to be authentic. Agent will, upon
request, furnish the Banks with copies of Letter of Credit Agreements, Letters
of Credit and documents related thereto.

(c) In connection with the issuance and administration
of Letters of Credit and the assignments hereunder, Agent makes no
representation and shall have no responsibility with respect to (i) the
obligations of Company or any Account Party or the validity, sufficiency or
enforceability of any document or instrument given in connection therewith, or
the taking of any action with respect to same, (ii) the financial condition of,
any representations made by, or any act or omission of, Company, the applicable
Account Party or any other Person, or (iii) any failure or delay in exercising
any rights or powers possessed by Agent in its capacity as issuer of Letters of
Credit in the absence of its gross negligence or willful misconduct. Each of
the Banks expressly acknowledges that they have made and will continue to make
their own evaluations of Company's and the Account Parties' creditworthiness
without reliance on any representation of Agent or Agent's officers, agents and
employees.

(d) If at any time Agent shall recover any part of any
unreimbursed amount for any draw or other demand for payment under a Letter of
Credit, or any interest thereon, Agent shall receive same for the pro rata
benefit of the Banks in accordance with their respective Percentages and shall
promptly deliver to each Bank its share thereof, less such Bank's pro rata
share of the costs of such recovery, including court costs and attorney's fees.
If at any time any Bank shall receive from any source whatsoever any payment on
any such unreimbursed amount or interest thereon in excess of such Bank's
Percentage of such payment, such Bank will promptly pay over such excess to
Agent, for redistribution in accordance with this Agreement.

3A.9 Indemnification. (a) The Company and each Account Party
hereby indemnifies and agrees to hold harmless the Banks and the Agent, and
their respective officers, directors, employees and agents, from and against
any and all claims, damages, losses, liabilities, costs or expenses of any kind
or nature whatsoever which the Banks or the Agent or any such person may incur
or which may be claimed against any of them by reason of or in connection

<PAGE> 101

with any Letter of Credit, and neither any Bank nor the Agent or any of their
respective officers, directors, employees or agents shall be liable or
responsible for: (i) the use which may be made of any Letter of Credit or for
any acts or omissions of any beneficiary in connection therewith; (ii) the
validity, sufficiency or genuineness of documents or of any endorsement
thereon, even if such documents should in fact prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (iii) payment by the
Agent to the beneficiary under any Letter of Credit against presentation of
documents which do not comply with the terms of any Letter of Credit (unless
such payment resulted from the gross negligence or willful misconduct of the
Agent), including failure of any documents to bear any reference or adequate
reference to such Letter of Credit; (iv) any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit; or (v) any other event or
circumstance whatsoever arising in connection with any Letter of Credit;
provided, however, that Company and Account Parties shall not be required to
indemnify the Banks and the Agent and such other persons, and the Agent shall
be liable to the Company and the Account Parties to the extent, but only to the
extent, of any direct, as opposed to consequential or incidental, damages
suffered by Company and the Account Parties which were caused by the Agent's
gross negligence, willful misconduct or wrongful dishonor of any Letter of
Credit after the presentation to it by the beneficiary thereunder of a draft or
other demand for payment and other documentation strictly complying with the
terms and conditions of such Letter of Credit.

(b) It is understood that in making any payment under a Letter
of Credit the Agent will rely on documents presented to it under such Letter of
Credit as to any and all matters set forth therein without further
investigation and regardless of any notice or information to the contrary. It
is further acknowledged and agreed that Company or an Account Party may have
rights against the beneficiary or others in connection with any Letter of
Credit with respect to which Agent or the Banks are alleged to be liable and it
shall be a condition of the assertion of any liability of Agent or the Banks
under this Section that Company or the applicable Account Party shall
contemporaneously pursue all remedies in respect of the alleged loss against
such beneficiary and any other parties obligated or liable in connection with
such Letter of Credit and any related transactions.

<PAGE> 102

3A.10 Right of Reimbursement. Each Bank agrees to reimburse the
Agent on demand, pro rata in accordance with its respective Percentage, for (i)
the reasonable out-of-pocket costs and expenses of the Agent to be reimbursed
by Company or any Account Party pursuant to any Letter of Credit Agreement or
any Letter of Credit, to the extent not reimbursed by Company or any Account
Party and (ii) any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, fees, reasonable out-of-pocket
expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against Agent (in its capacity as issuer of
any Letter of Credit) in any way relating to or arising out of this Agreement,
any Letter of Credit, any documentation or any transaction relating thereto, or
any Letter of Credit Agreement, to the extent not reimbursed by Company or any
Account Party, except to the extent that such liabilities, losses, costs or
expenses were incurred by Agent solely as a result of Agent's gross negligence
or willful misconduct or by the Agent's wrongful dishonor of any Letter of
Credit after the presentation to it by the beneficiary thereunder of a draft or
other demand for payment and other documentation strictly complying with the
terms and conditions of such Letter of Credit.

3A.11 Existing Letters of Credit. Each Existing Letter of Credit
shall be deemed for all purposes of this Agreement to be a Letter of Credit,
and each application submitted in connection with each Existing Letter of
Credit shall be deemed for all purposes of this Agreement to be a Letter of
Credit Agreement. On the date of execution of this Agreement, the Agent shall
be deemed automatically to have sold and transferred, and each other Bank shall
be deemed automatically, irrevocably, and unconditionally to have purchased and
received from the Agent, without recourse or warranty, an undivided interest
and participation (on the terms set forth herein), to the extent of such other
Bank's Percentage, in each Existing Letter of Credit and the applicable
reimbursement obligations with respect thereto and any security therefor or
guaranty pertaining thereto. Letter of Credit Fees paid under the Prior Credit
Agreement shall not be recalculated, redistributed or reallocated by Agent to
the Banks; provided that the Company shall pay to the New Banks on the
Effective Date a special letter of credit fee on the Existing Letters of
Credit, calculated on the basis of the Letter of Credit Fees which would be
applicable to such Existing Letters of Credit if issued on the date hereof for

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the period from the effective date hereof to the expiration date of such
Existing Letters of Credit.

4. MARGIN ADJUSTMENTS

4.1 Margin Adjustments. Adjustments to the Applicable Margin,
based on Schedule 4.1 hereto, shall be implemented as follows:

(a) Such adjustments to the Applicable Margin shall be
given prospective effect only, effective (i) as to all Prime- based Advances
outstanding hereunder, immediately upon any change in the Rating Level then in
effect, and (ii) as to each Eurocurrency-based Advance outstanding hereunder,
effective upon the expiration of the applicable Interest Period(s), if any, in
effect on the date of the obtaining and/or any change in the Rating Level in
effect hereunder, in each case with no retroactivity or claw-back.

(b) With respect to Eurocurrency-based Advances
outstanding hereunder, an adjustment hereunder, after becoming effective, shall
remain in effect only through the end of the applicable Interest Period(s) for
such Eurocurrency-based Advances if any; provided, however, that upon any
change in the Rating Level then in effect, as aforesaid, or the occurrence of
any other event which under the terms hereof causes such adjustment no longer
to be applicable, then any such subsequent adjustment or no adjustment, as the
case may be, shall be effective (and said pricing shall thereby be adjusted up
or down, as applicable) with the commencement of each Interest Period following
such change or event, all in accordance with the preceding subparagraph.

5. CONDITIONS. The obligations of Banks to make Advances or
loans pursuant to this Agreement are subject to the following conditions,
provided however that Sections 5.1 through 5.10 below shall only apply to the
initial Advances or loans hereunder:

5.1 Execution of Notes, this Agreement and the other Loan
Documents. The Company (on or before the date hereof) and the Permitted
Borrowers (prior to requesting any Advance hereunder), as applicable, shall
have executed and delivered to the Agent for the account of each Bank, the Line
of Credit Notes, the Revolving Credit Notes, the Swing Line Notes (solely for
the account of the Swing Line Bank) and this Agreement (including all
schedules,

<PAGE> 104

exhibits, certificates, opinions, financial statements and other documents to
be delivered pursuant hereto) and the other Loan Documents, and, as applicable,
such Line of Credit Notes, such Revolving Credit Notes, the Swing Line Notes,
this Agreement and the other Loan Documents shall be in full force and effect.

5.2 Corporate Authority. Agent shall have received, with a
counterpart thereof for each Bank: (i) certified copies of resolutions of the
Board of Directors of the Company, CACI and each of the Permitted Borrowers
evidencing approval of the form of this Agreement, the Notes and the other Loan
Documents to which such Person is a party and authorizing the execution,
delivery and performance thereof and the borrowing of Advances hereunder; (ii)
(A) certified copies of the Company's, and each of the Permitted Borrowers',
articles of incorporation and bylaws or other constitutional documents
certified as true and complete as of a recent date by the appropriate official
of the jurisdiction of incorporation of each such entity (or, if unavailable in
such jurisdiction, by a responsible officer of such entity); and (B) a
certificate of good standing from the state of the Company's incorporation and
from the applicable state of incorporation or other jurisdiction of
incorporation of each of CACI and the Permitted Borrowers.

5.3 Company Guaranty. As security for all Indebtedness of the
Permitted Borrowers to the Banks hereunder and under the other Loan Documents,
the Company shall have furnished, executed and delivered to Agent, prior to or
concurrently with the initial borrowing hereunder, in form and substance
satisfactory to Agent and the Banks and supported by appropriate resolutions in
certified form authorizing same, the Company Guaranty.

5.4 Subsidiary Guaranties. As security (a) for all Indebtedness
of the Company to the Banks hereunder and under the other Loan Documents, CACI
shall have furnished, executed and delivered to Agent, prior to or concurrently
with the initial borrowing hereunder, the CACI Guaranty, (b) for all
Indebtedness of the Company and the Permitted Borrowers to the Banks hereunder
and under the other Loan Documents, each of the Significant Domestic
Subsidiaries shall have furnished, executed and delivered to Agent, prior to or
concurrently with the initial borrowing hereunder, the Domestic Guaranty and
(c) for all Indebtedness of the foreign Permitted Borrowers to the Banks
hereunder and under the other Loan

<PAGE> 105

Documents, each of the Significant Foreign Subsidiaries shall have furnished,
executed and delivered to Agent, prior to or concurrently with the initial
borrowing hereunder, the Foreign Guaranty, in each case in form and substance
satisfactory to Agent and the Banks and supported by appropriate resolutions in
certified form authorizing same.

5.5 Representations and Warranties -- All Parties. The
representations and warranties made by the Company, CACI, each of the Permitted
Borrowers or any other party to any of the Loan Documents under this Agreement
or any of the other Loan Documents (excluding the Agent and the Banks), and the
representations and warranties of any of the foregoing which are contained in
any certificate, document or financial or other statement furnished at any time
hereunder or thereunder or in connection herewith or therewith shall have been
true and correct in all material respects when made and shall be true and
correct in all material respects on and as of the date of the making of the
initial Advance hereunder.

5.6 Compliance with Certain Documents and Agreements. The
Company and the Permitted Borrowers (and any of their respective Subsidiaries
or Affiliates) shall have each performed and complied with all agreements and
conditions contained in this Agreement, the other Loan Documents, or any
agreement or other document executed hereunder or thereunder and required to be
performed or complied with by each of them (as of the applicable date) and none
of such parties shall be in default in the performance or compliance with any
of the terms or provisions hereof or thereof.

5.7 Opinion of Counsel. The Company, CACI and the Permitted
Borrowers shall furnish Agent prior to the initial Advance under this
Agreement, and with signed copies for each Bank (and addressed to each of the
Banks), opinions of counsel given upon the express instructions of the Company,
CACI and the Permitted Borrowers, dated the date hereof, and covering such
matters as required by and otherwise satisfactory in form and substance to the
Agent and each of the Banks.

5.8 Company's Certificate. The Agent shall have received, with
a signed counterpart for each Bank, a certificate of a responsible senior
officer of Company, dated the date of the making of the initial Advances
hereunder, stating that the conditions of

<PAGE> 106

paragraphs 5.1, 5.5, 5.6, and 5.11(a) through (c) hereof have been fully
satisfied.

5.9 Payment of Agent's and Other Fees. Company shall have paid
to the Agent the Closing Fee (for distribution to the Banks hereunder), and to
the Agent, the Agent's Fees and all costs and expenses required hereunder.

5.10 Other Documents and Instruments. The Agent shall have
received, with a photocopy for each Bank, such other instruments and documents
as the Majority Banks may reasonably request in connection with the making of
Advances hereunder, and all such instruments and documents shall be
satisfactory in form and substance to the Majority Banks.

5.11 Continuing Conditions. The obligations of the Banks to make
any of the Advances or loans under this Agreement, including but not limited to
the initial Advances of the Line of Credit, the Revolving Credit or the Swing
Line hereunder, shall be subject to the following continuing conditions:

(a) No Default or Event of Default shall have occurred
and be continuing as of the making of the proposed Advance (both before and
after giving effect thereto);

(b) There shall have been no material adverse change in
the condition (financial or otherwise), properties, business, results of
operations of the Company or its Subsidiaries, taken as a whole, from December
31, 1995, except changes in the ordinary course of business (including without
limitation the information set forth in the Consolidated financial statements
of the Company and its Subsidiaries as of September 30, 1996), or any
subsequent December 31st, if the Agent determines, with the concurrence of the
Majority Banks, based on the Company's financial statements for such subsequent
fiscal year that no material adverse change has occurred during such year, such
determination being made solely for purposes of determining the applicable date
under this paragraph to the date of the proposed Advance hereunder;

(c) The representations and warranties contained in this
Agreement and the other Loan Documents are true and correct in all material
respects as of the making of the applicable Advance; and

<PAGE> 107

(d) All documents executed or submitted pursuant hereto
shall be satisfactory in form and substance (consistent with the terms hereof)
to Agent and its counsel and to each of the Banks; Agent and its counsel and
each of the Banks and their respective counsel shall have received all
information, and such counterpart originals or such certified or other copies
of such materials, as Agent or its counsel and each of the Banks and their
respective counsel may reasonably request; and all other legal matters relating
to the transactions contemplated by this Agreement (including, without
limitation, matters arising from time to time as a result of changes occurring
with respect to any statutory, regulatory or decisional law applicable hereto)
shall be satisfactory to counsel to Agent and counsel to each of the Banks.

6. REPRESENTATIONS AND WARRANTIES

Company and the Permitted Borrowers represent and warrant and such
representations and warranties shall be deemed to be continuing representations
and warranties during the entire life of this Agreement:

6.1 Corporate Authority. Each of the Company, the Subsidiaries
and each of the Permitted Borrowers is a corporation duly organized and validly
existing in good standing under the laws of the applicable jurisdiction of
organization, charter or incorporation; each of the Company, the Subsidiaries
and each of the Permitted Borrowers is duly qualified and authorized to do
business as a corporation or foreign corporation in each jurisdiction where the
character of its assets or the nature of its activities makes such
qualification necessary, except where such failure to qualify and be authorized
to do business will not have a material adverse impact on the Company and its
Subsidiaries, taken as a whole.

6.2 Due Authorization - Company. Execution, delivery and
performance of this Agreement, the other Loan Documents, and any other
documents and instruments required under or in connection with this Agreement,
and the issuance of the Notes by and extensions of credit to the Company are
within its corporate powers, have been duly authorized, are not in
contravention of law or the terms of the Company's articles of incorporation or
bylaws, and, except as have been previously obtained or as referred to in
Section 6.17, below, do not require the consent or approval,

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material to the transactions contemplated by this Agreement, or the Loan
Documents, of any governmental body, agency or authority.

6.3 Due Authorization -- Permitted Borrowers and CACI.
Execution, delivery and performance of this Agreement, the Notes, the other
Loan Documents, and any other documents and instruments required under or in
connection with this Agreement by CACI and each of the Permitted Borrowers, and
extensions of credit to the Permitted Borrowers, are (or will be, on the
applicable date of delivery of such Loan Documents) within their respective
corporate powers, have been (or will be, as aforesaid) duly authorized, are not
(or will not be, as aforesaid) in contravention of law or the terms of articles
of incorporation or bylaws or other organic documents of the parties thereto,
as applicable, and, except as have been previously obtained (or as referred to
in Section 6.17, below), do not (or will not, as aforesaid) require the consent
or approval, material to the transactions contemplated by this Agreement, or
the other Loan Documents, of any governmental body, agency or authority.

6.4 Title to Property. Each of the Company, each of the
Permitted Borrowers and each of the Subsidiaries has good and valid title to
the property owned by it, which property (individually or in the aggregate) is
material to the business or operations of the Company and its Subsidiaries,
taken as a whole, excluding imperfections in title not material to the
ownership, use and/or enjoyment of any such property.

6.5 Liens. There are no security interests in, Liens, mortgages
or other encumbrances on and no financing statements on file with respect to any
property of Company, any of the Permitted Borrowers or any of the Subsidiaries,
except for those Liens permitted under Section 8.6 hereof.

6.6 Subsidiaries. As of the date of this Agreement, there are no
directly or indirectly owned Subsidiaries of the Company, except for those
Subsidiaries identified in Schedule 6.6, attached hereto.

6.7 Taxes. The Company and its Subsidiaries each has filed on or
before their respective due dates, all federal, state and foreign tax returns
which are required to be filed or has obtained extensions for filing such tax
returns and is not delinquent in

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filing such returns in accordance with such extensions and has paid all taxes
which have become due pursuant to those returns or pursuant to any assessments
received by any such party, as the case may be, to the extent such taxes have
become due, except to the extent such tax payments are being actively contested
in good faith by appropriate proceedings and with respect to which adequate
provision has been made on the books of the Company or its Subsidiaries, as
applicable, as may be required by GAAP.

6.8 No Defaults. There exists no default under the provisions of
any instrument evidencing any permitted Debt of the Company or its Subsidiaries
or connected with any of the permitted Liens, or of any agreement relating
thereto, except where such default would not have a material adverse effect on
the Company and its Subsidiaries taken as a whole and would not violate this
Agreement or any of the other Loan Documents according to the terms thereof.

6.9 Enforceability of Agreement and Loan Documents -- Company.
This Agreement, the Notes, each of the other Loan Documents to which the
Company is a party, and all other certificates, agreements and documents
executed and delivered by Company under or in connection herewith or therewith
have each been duly executed and delivered by duly authorized officers of the
Company and constitute the valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except as enforcement
thereof may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting the enforcement of creditor's rights
generally and by general principles of equity (whether enforcement is sought in
a proceeding in equity or at law).

6.10 Enforceability of CACI Guaranty -- CACI. The CACI Guaranty,
and all other certificates, agreements and documents executed and delivered by
CACI under or in connection herewith or therewith have each been duly executed
and delivered by duly authorized officers of CACI and constitute the valid and
binding obligations of CACI, enforceable in accordance with their respective
terms, except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting the
enforcement of creditor's rights generally and by general principles of equity
(whether enforcement is sought in a proceeding in equity or at law).

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6.11 Enforceability of Loan Documents -- Permitted Borrowers.
This Agreement, the Notes, each of the other Loan Documents to which any of the
Permitted Borrowers is a party, and all certificates, documents and agreements
executed in connection herewith or therewith by the Permitted Borrowers have
each been duly executed and delivered by duly authorized officers of the
applicable Permitted Borrower and constitute the valid and binding obligations
of the Permitted Borrowers, enforceable in accordance with their respective
terms, except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether enforcement is sought in a proceeding in equity or at law).

6.12 Non-contravention -- Company. The execution, delivery and
performance of this Agreement and the other Loan Documents and any other
documents and instruments required under or in connection with this Agreement
by the Company are not in contravention of the terms of any indenture, material
agreement or material undertaking to which the Company is a party or by which
it or its properties are bound or affected, except to the extent such terms
have been waived or are not material to the transactions contemplated by this
Agreement and the other Loan Documents or to the financial performance of the
Company and its Subsidiaries, taken as a whole.

6.13 Non-contravention -- CACI. The execution, delivery and
performance of the CACI Guaranty and any other documents and instruments
required under or in connection with this Agreement by CACI are not in
contravention of the terms of any indenture, material agreement or material
undertaking to which CACI is a party or by which it or its properties are bound
or affected, except to the extent such terms have been waived or are not
material to the transactions contemplated by this Agreement and the other Loan
Documents or to the financial performance of the Company and its Subsidiaries,
taken as a whole.

6.14 Non-contravention -- Permitted Borrowers. The execution,
delivery and performance of this Agreement, those other Loan Documents signed
by the Permitted Borrowers, and any other documents and instruments required
under or in connection with this Agreement by the Permitted Borrowers are not
in contravention of the terms of any indenture, material agreement or material
undertaking to which any of the Permitted Borrowers is a party or

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by which it or its properties are bound or affected, except to the extent such
terms have been waived or are not material to the transaction contemplated by
this Agreement and the other Loan Documents or to the financial performance of
the Company and its Subsidiaries, taken as a whole.

6.15 No Litigation -- Company. There is no suit, action,
proceeding, including, without limitation, any bankruptcy proceeding, or
governmental investigation pending against or, to the best knowledge of the
Company, threatened or otherwise affecting the Company (other than any suit,
action or proceeding in which the Company is the plaintiff and in which no
counterclaim or cross-claim against Company has been filed), nor has the
Company or any of its officers or directors been subject to any suit, action,
proceeding or governmental investigation as a result of which any such officer
or director is or may be entitled to indemnification by Company, except as
otherwise disclosed in Schedule 6.15 attached hereto and except for
miscellaneous suits, actions and proceedings which have a reasonable likelihood
of being adversely determined, and which suits, if resolved adversely to the
Company would not in the aggregate have a material adverse effect on the
Company and its Subsidiaries, taken as a whole. Except as so disclosed, there
is not outstanding against the Company any judgment, decree, injunction, rule,
or order of any court, government, department, commission, agency,
instrumentality or arbitrator, nor, to the best knowledge of the Company, is
the Company in violation of any applicable law, regulation, ordinance, order,
injunction, decree or requirement of any governmental body or court where such
violation would have a material adverse effect on the Company and its
Subsidiaries, taken as a whole.

6.16 No Litigation -- Other Parties. There is no suit, action,
proceeding (other than any suit, action or proceeding in which any such party
is the plaintiff and in which no counterclaim or cross-claim against any such
party has been filed), including, without limitation, any bankruptcy
proceeding, or governmental investigation pending against or, to the best
knowledge of the Company, threatened or otherwise affecting any of the
Subsidiaries or the Permitted Borrowers, nor has any such party or any of its
officers or directors been subject to any suit, action, proceeding or
governmental investigation as a result of which any such officer or director is
or may be entitled to indemnification by such party, except as otherwise
disclosed in Schedule 6.16 attached hereto and

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except for miscellaneous suits, actions and proceedings which have a reasonable
likelihood of being adversely determined, which suits, if resolved adversely to
such party, would not in the aggregate have a material adverse effect on the
Company and its Subsidiaries, taken as a whole. Except as so disclosed, there
is not outstanding against any such party any judgment, decree, injunction,
rule, or order of any court, government, department, commission, agency,
instrumentality or arbitrator nor, to the best knowledge of the Company, is any
such party in violation of any applicable law, regulation, ordinance, order,
injunction, decree or requirement of any governmental body or court where such
violation would have a material adverse effect on the Company and its
Subsidiaries, taken as a whole.

6.17 Consents, Approvals and Filings, Etc. Except as have been
previously obtained no authorization, consent, approval, license, qualification
or formal exemption from, nor any filing, declaration or registration with, any
court, governmental agency or regulatory authority or any securities exchange
or any other person or party (whether or not governmental) is required in
connection with the execution, delivery and performance: (i) by the Company, of
this Agreement, any of the other Loan Documents to which it is a party or any
other documents or instruments to be executed and/or delivered by the Company
in connection therewith or herewith; or (ii) by CACI or the Permitted
Borrowers, of this Agreement, the other Loan Documents to which it is a party
or any other documents or instruments to be executed and/or delivered by CACI
or Permitted Borrowers in connection therewith or herewith. All such
authorizations, consents, approvals, licenses, qualifications, exemptions,
filings, declarations and registrations which have previously been obtained or
made, as the case may be, are in full force and effect and are not the subject
of any attack, or to the knowledge of the Company, threatened attack (in any
material respect) by appeal or direct proceeding or otherwise.

6.18 Agreements Affecting Financial Condition. Neither the
Company, the Permitted Borrowers nor any of the Subsidiaries is party to any
agreement or instrument or subject to any charter or other corporate
restriction which materially adversely affects the financial condition or
operations of the Company and its Subsidiaries, taken as a whole.

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6.19 No Investment Company; No Margin Stock. None of the Company,
any of the Permitted Borrowers, nor any of the Subsidiaries is engaged
principally, or as one of its important activities, directly or indirectly, in
the business of extending credit for the purpose of purchasing or carrying
margin stock. None of the Letters of Credit and none of the proceeds of any of
the Advances will be used by the Company, any of the Permitted Borrowers or any
of the Subsidiaries to purchase or carry margin stock or will be made available
by the Company, the Permitted Borrower or any of the Subsidiaries in any manner
to any other Person to enable or assist such Person in purchasing or carrying
margin stock. Terms for which meanings are provided in Regulation U of the
Board of Governors of the Federal Reserve System or any regulations substituted
therefor, as from time to time in effect, are used in this paragraph with such
meanings. None of the Company, any of the Permitted Borrowers nor any of the
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

6.20 ERISA. Neither a Reportable Event which is material to the
Company and its Subsidiaries taken as a whole nor an accumulated funding
deficiency (as defined in Section 412 of the Internal Revenue Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Pension
Plan. Each Pension Plan has complied and continues to comply in all material
respects with the applicable provisions of ERISA and the Internal Revenue Code
and any applicable regulations thereof (and, if applicable, any comparable
foreign law provisions), except to the extent that any noncompliance,
individually or in the aggregate, would not have a material adverse effect upon
the Company and its Subsidiaries, taken as a whole. No termination of a Single
Employer Plan has occurred, and no lien in favor of the PBGC or a Pension Plan
has arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan maintained by the Company or any ERISA
Affiliate did not, as of the last annual valuation date prior to the date on
which this representation is made or deemed made, exceed the value of the
assets of such Pension Plan allocable to such accrued benefits. Neither the
Company nor any ERISA Affiliate has had a complete or partial withdrawal from
any Multiemployer Plan within the five year period prior to the date of this
Agreement, nor does the Company or any ERISA Affiliate presently intend to
completely or partially

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withdraw from any Multiemployer Plan, and neither the Company nor any ERISA
Affiliate would become subject to fines, penalties or any other liability under
ERISA if the Company or any ERISA Affiliate were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the
date of this Agreement. To the best of Company's knowledge, no such
Multiemployer Plan is in bankruptcy or reorganization or insolvent. There is
no pending or, to the best of Company's knowledge, threatened litigation or
investigation questioning the form or operation of any Pension Plan, nor is
there any basis for any such litigation or investigation which if adversely
determined could have a material adverse effect upon the Company and its
Subsidiaries, taken as a whole, as of the valuation date most closely preceding
the date of this Agreement.

6.21 Environmental Matters and Safety Matters. (a) The Company
and each Subsidiary is in compliance with all applicable federal, state,
provincial and local laws, ordinances and regulations relating to safety and
industrial hygiene or to the environmental condition, including without
limitation all applicable Hazardous Materials Laws in jurisdictions in which
the Company or any such Subsidiary owns or operates a facility or site, or
arranges for disposal or treatment of hazardous substances, solid waste, or
other wastes, accepts for transport any hazardous substances, solid wastes or
other wastes or holds any interest in real property or otherwise, except for
matters which, individually or in the aggregate, would not have a material
adverse effect upon the financial condition or business of the Company and its
Subsidiaries, taken as a whole.

(b) All federal, state, provincial, local and foreign
permits, licenses and authorizations required for present or (to the best of
the Company's knowledge) past use of the facilities and other properties or
activities of the Company and each Subsidiary have been obtained and are
presently in effect, and there is and has been full compliance with all such
permits, licenses or authorizations, except, in all cases, where the failure to
comply with the foregoing would not have a material adverse effect on the
Company and its Subsidiaries taken as a whole.
(c) No demand, claim, notice, suit (in law or equity),
action, administrative action, investigation or inquiry (including, without
limitation, the listing of any property by any domestic or

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foreign governmental entity which identifies sites for remedial, clean-up or
investigatory action) whether brought by any governmental authority, private
person or entity or otherwise, arising under, relating to or in connection with
any applicable Hazardous Materials Laws is pending or, to the best of the
Company's knowledge, threatened against the Company or any of its Subsidiaries,
any real property in which the Company or any such Subsidiary holds or, to the
best of the Company's knowledge, has held an interest or any present or, to the
best of the Company's knowledge, past operation of the Company or any such
Subsidiary, except for such matters which, individually or in the aggregate,
would not have a material adverse effect on the financial condition or business
of the Company and its Subsidiaries, taken as a whole.

(d) Neither the Company nor any of its Subsidiaries,
whether with respect to present or, to the best of the Company's knowledge,
past operations or properties, (i) is, to the best of the Company's knowledge,
the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic substances,
radioactive materials, hazardous wastes or related materials into the
environment, (ii) has received any notice of any toxic substances, radioactive
materials, hazardous waste or related materials in or upon any of its
properties in violation of any applicable Hazardous Materials Laws, or (iii)
knows of any basis for any such investigation or notice, or for the existence
of such a violation, except for such matters which, individually or in the
aggregate, would not have a material adverse effect on the financial condition
or business of the Company and its Subsidiaries, taken as a whole.

(e) No release, threatened release or disposal of
hazardous waste, solid waste or other wastes is occurring or has occurred on,
under or to any real property in which the Company or any of its Subsidiaries
holds any interest or performs any of its operations, in violation of any
applicable Hazardous Materials Laws, except for any such matters which,
individually or in the aggregate, would not have a material adverse effect on
the financial condition or business of the Company and its Subsidiaries, taken
as a whole.

6.22 Accuracy of Information. Each of the Company's audited or
unaudited financial statements previously furnished to Agent and the Banks by
the Company prior to the date of this Agreement, is

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complete and correct in all material respects and fairly presents the financial
condition of the Company and its Subsidiaries, taken as a whole, and the
results of their operations for the periods covered thereby; any projections of
operations for future years previously furnished by Company to Agent and the
Banks have been prepared as the Company's good faith estimate of such future
operations, taking into account all relevant facts and matters known to
Company; since December 31, 1995 there has been no material adverse change in
the financial condition of the Company or its Subsidiaries, taken as a whole,
except changes in the ordinary course of business (including without limitation
the information set forth in the Consolidated financial statements of the
Company and its Subsidiaries as of September 30, 1996); neither the Company,
nor any of its Subsidiaries has any contingent obligations (including any
liability for taxes) not disclosed by or reserved against in the December 31,
1995 balance sheet which is likely to have a material adverse effect on the
Company and its Subsidiaries, taken as a whole.

7. AFFIRMATIVE COVENANTS

Company and each of the Permitted Borrowers covenants and agrees that
it will, and, as applicable, it will cause its Subsidiaries to, so long as any
of the Banks are committed to make any Advances under this Agreement and
thereafter so long as any Indebtedness remains outstanding under this
Agreement:

7.1 Preservation of Existence, Etc. Subject to the terms of this
Agreement: (i) preserve and maintain its existence and such of its rights,
licenses, and privileges as are material to the business and operations
conducted by it; (ii) qualify and remain qualified to do business in each
jurisdiction in which such qualification is material to its business and
operations or ownership of its properties; (iii) continue to conduct and
operate its businesses substantially as conducted and operated during the
present and preceding fiscal years; (iv) at all times maintain, preserve and
protect all of its franchises and trade names and preserve all the remainder of
its property and keep the same in good repair, working order and condition; and
(v) from time to time make, or cause to be made, all necessary or appropriate
repairs, replacements, betterments and improvements thereto such that the
businesses

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carried on in connection therewith may be properly and advantageously conducted
at all times.

7.2 Keeping of Books. Keep proper books of record and account in
which full and correct entries shall be made of all of its financial
transactions and its assets and businesses so as to permit the presentation of
financial statements prepared in accordance with GAAP.

7.3 Reporting Requirements. Furnish Agent with:

(a) as soon as possible, and in any event within three
calendar days after becoming aware of the occurrence of each Default
or Event of Default, a written statement of the chief financial
officer of the Company (or in his absence, a responsible senior
officer) setting forth details of such Default or Event of Default and
the action which the Company or such Permitted Borrower has taken or
has caused to be taken or proposes to take or cause to be taken with
respect thereto;

(b) as soon as available, and in any event within one
hundred twenty (120) days after and as of the end of each of Company's
fiscal years, (i) a detailed Consolidated audit report of Company
certified to by independent certified public accountants satisfactory
to Banks together with an unaudited Consolidating report of Company
and its Subsidiaries certified by an authorized officer of Company as
to consistency (with prior financial reports and accounting periods),
accuracy and fairness of presentation; and (ii) a Covenant Compliance
Report;

(c) as soon as available, and in any event within sixty
(60) days after and as of the end of each quarter, excluding the last
quarter, of each fiscal year, (i) a Consolidated and Consolidating
balance sheet, income statement, statement of cash flows and statement
of shareholder's equity of Company and its Subsidiaries certified by
an authorized officer of Company as to consistency (with prior
financial reports and accounting periods), accuracy and fairness of
presentation; (ii) a Covenant Compliance Report; and (iii) a "Static
Pool Analysis" which analyzes the performance of Company's and each
Permitted Borrower's Installment Contracts on a quarterly basis;

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(d) as soon as possible, and in any event within three
calendar days after becoming aware (i) of any material adverse change
in the financial condition of the Company, any of its Subsidiaries or
any of the Permitted Borrowers, a certificate of the chief financial
officer of Company (or in his absence, a responsible senior officer)
setting forth the details of such change, (ii) of the taking by the
Internal Revenue Service or any foreign taxing jurisdiction of a tax
position (verbal or written) which could have a materially adverse
effect upon the Company, any of its Subsidiaries or any of the
Permitted Borrowers (or any such tax position taken by the Company or
any of its Subsidiaries or any of the Permitted Borrowers) setting
forth the details of such position and the financial impact thereof or
(iii) of any change in the Rating Level of which Company has actual
knowledge;

(e) as soon as available (and with copies for each of
the Banks), the Company's 8-K, 10-Q and 10-K Reports filed with the
federal Securities and Exchange Commission, and in any event, with
respect to the 10-Q Report, within sixty (60) days of the end of each
of the first three fiscal quarters of each of Company's fiscal years,
and with respect to the 10-K Report, within one hundred twenty (120)
days after and as of the end of each of Company's fiscal years; and as
soon as available, copies of all filings, reports or other documents
filed by the Company or any of its Subsidiaries with the federal
Securities and Exchange Commission or other federal regulatory or
taxing agencies or authorities in the United States, or comparable
agencies or authorities in foreign jurisdictions, or any stock
exchanges in such jurisdictions;

(f) promptly as issued (and with copies for each of the
Banks), all press releases, notices to shareholders and all other
material communications transmitted by the Company or any of its
Subsidiaries;

(g) on not less than an annual basis, a copy of the
standard form of Company's Dealer Agreement then in effect;

(h) on or before the earlier of (i) the date Company
submits an Initial Request or Subsequent Request under Section 2.15 or
3.16 hereof in any fiscal year or (ii) ninety (90) days after the
commencement of each fiscal year, a

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Consolidated plan and financial projections for the succeeding three
years of the Company and its Significant Subsidiaries including,
without limitation, a Consolidated and Consolidating balance sheet and
a Consolidated and Consolidating statement of projected income and
cash flow of the Company for each of the succeeding three fiscal years
and including a statement in reasonable detail specifying all material
assumptions underlying the projections; and

(i) promptly, and in form to be satisfactory to Agent
and the requesting Bank or Banks, such other information as Agent or
any of the Banks (acting through Agent) may reasonably request from
time to time.

7.4 Maintain Total Debt to Tangible Net Worth Level. On a
Consolidated basis, maintain as of the end of each fiscal quarter Consolidated
Total Debt at a level equal to or less than Two Hundred Seventy-Five Percent
(275%) of the Company's Consolidated Tangible Net Worth.

7.5 Maintain Senior Funded Debt Level. On a Consolidated basis,
maintain as of the end of each fiscal quarter Consolidated Senior Funded Debt
at a level equal to or less than Two Hundred Percent (200%) of Company's
Consolidated Tangible Net Worth and in an amount not in excess of Net
Installment Contract Receivables less Net Dealer Holdbacks, divided by 1.10.

7.6 Maintain Subordinated Funded Debt Level. On a Consolidated
basis, maintain as of the end of each fiscal quarter the Consolidated
Subordinated Funded Debt at a level equal to or less than One Hundred Fifty
Percent (150%) of the Company's Consolidated Tangible Net Worth.

7.7 Minimum Tangible Net Worth. On a Consolidated basis,
maintain Consolidated Tangible Net Worth of not less than One Hundred Fifty
Million Dollars ($150,000,000), plus fifty percent (50%) of Consolidated Net
Income for each fiscal year of the Company (i) beginning on or after January 1,
1996, (ii) ending on or before the applicable date of determination thereof and
(iii) for which Consolidated Net Income as determined above is a positive
amount.

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7.8 Maintain Senior Funded Debt to Gross Installment Contracts
Level. On a Consolidated basis, maintain as of the end of each fiscal quarter
Consolidated Senior Funded Debt at a level not to exceed Fifty Percent (50%) of
Gross Installment Contract Receivables.

7.9 Maintain Fixed Charge Coverage Ratio. On a Consolidated
basis, maintain as of the end of each fiscal quarter a Fixed Charge Coverage
Ratio of not less than 2.5 to 1.

7.10 Inspections. Permit Agent and each Bank, through their
authorized attorneys, accountants and representatives to examine (and make
copies of) Company's and each of the Subsidiaries' books, accounts, records,
ledgers and assets and properties of every kind and description including,
without limitation, all promissory notes, security agreements, customer
applications, vehicle title certificates, chattel paper, Uniform Commercial
Code filings, wherever located at all reasonable times during normal business
hours, upon oral or written request of Agent or such Bank; and permit Agent and
each Bank or their authorized representatives, at reasonable times and
intervals, to visit all of its offices, discuss its financial matters with its
officers and independent certified public accountants, and by this provision
Company authorizes such accountants to discuss the finances and affairs of
Company and its Subsidiaries (provided that Company is given an opportunity to
participate in such discussions) and examine any of its or their books and
other corporate records. An examination of the records or properties of Company
or any of its Subsidiaries may require revealment of proprietary and/or
confidential data and information, and the Agent and each of the Banks agrees
upon request of the inspected party to execute a confidentiality agreement
(satisfactory to Agent or the inspecting Bank, as the case may be, and such
party) on behalf of the Agent or such inspecting Bank and all parties making
such inspections or examinations under its authorization; provided however that
such confidentiality agreement shall not prohibit Agent from revealing such
information to Banks or prohibit the inspecting Bank from revealing such
information to Agent or another Bank. Notwithstanding the foregoing, all
information furnished to the Banks hereunder shall be subject to the
undertaking of the Banks set forth in Section 13.13 hereof.

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7.11 Taxes. Pay and discharge all taxes and other governmental
charges, and all material contractual obligations calling for the payment of
money, before the same shall become overdue, unless and to the extent only that
such payment is being contested in good faith by appropriate proceedings and is
reserved for, as required by GAAP on its balance sheet, or where the failure to
pay any such matter could not have a material adverse effect on the Company and
its Subsidiaries, taken as a whole.

7.12 Further Assurances. Execute and deliver or cause to be
executed and delivered to Agent within a reasonable time following Agent's
request, and at the Company's and the Permitted Borrowers' expense, such other
documents or instruments as Agent may reasonably require to effectuate more
fully the purposes of this Agreement or the other Loan Documents.

7.13 Insurance. Maintain, with financially sound and reputable
insurers, insurance with respect to its material property and business against
such casualties and contingencies, of such types (including, without
limitation, insurance with respect to losses arising out of such property loss
or damage, public liability, business interruption, larceny, workers'
compensation, embezzlement or other criminal misappropriation) and in such
amounts as is customary in the case of corporations of established reputations
engaged in the same or similar business and similarly situated, provided that
such insurance is commercially available, it being understood that the Company
and its Subsidiaries may self-insure against hazards and risks with respect to
which, and in such amounts as, the Company in good faith determines to be
prudent and consistent with sound financial and business practice.

7.14 Indemnification. With respect to the Company, indemnify and
save Agent and each of the Banks harmless from all reasonable loss, cost,
damage, liability or expenses, including reasonable attorneys' fees and
disbursements, incurred by Agent and each of the Banks by reason of an Event of
Default or enforcing the obligations of the Company or the Permitted Borrowers
under this Agreement or the other Loan Documents, or in the prosecution or
defense of any action or proceeding concerning any matter growing out of or
connected with this Agreement or any of the other Loan Documents other than
resulting from the gross negligence or willful misconduct of Agent or such Bank
or Banks, as the case may be; and, with respect to each of the Permitted
Borrowers, indemnify and save

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Agent and each of the Banks harmless from all reasonable loss, cost, damage,
liability or expenses, including reasonable attorneys' fees and disbursements,
incurred by Agent and each of the Banks with respect to such Permitted Borrower
by reason of an Event of Default or enforcing the obligations of such Permitted
Borrower under this Agreement or the other Loan Documents or in the prosecution
or defense of any action or proceeding concerning any matter growing out of or
connected with this Agreement or any of the other Loan Documents, other than
resulting from the gross negligence or willful misconduct of Agent or such Bank
or Banks, as the case may be.

7.15 Governmental and Other Approvals. Apply for, obtain and/or
maintain in effect, as applicable, all material authorizations, consents,
approvals, licenses, qualifications, exemptions, filings, declarations and
registrations (whether with any court, governmental agency, regulatory
authority, securities exchange or otherwise) which are necessary in connection
with the execution, delivery and performance of this Agreement, the other Loan
Documents, or any other documents or instruments to be executed and/or
delivered by the Company or any of the Permitted Borrowers or Guarantors, as
the case may be, in connection therewith or herewith.

7.16 Compliance with Contractual Obligations and Laws.
(a) Comply in all material respects with all Contractual
Obligations, and with all applicable laws, rules, regulations and orders of any
governmental authority, whether federal, state, local or foreign (including
without limitation Hazardous Materials Laws and any consumer protection, truth
in lending, disclosure and other similar laws and regulations governing the
provision of financing to consumers), in effect from time to time, except to
the extent that failure to comply therewith could not reasonably be expected to
have, individually or in the aggregate, a material adverse effect on the
business, operations, property or financial or other condition of the Company
or any of the Permitted Borrowers and their respective Subsidiaries, taken as a
whole, and could not reasonably be expected to materially adversely affect the
ability of the Company or any of the Permitted Borrowers or Guarantors to
perform their respective obligations under any of the Loan Documents to which
they are a party.

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(b) Comply in all material respects with all applicable
federal, state and/or foreign laws and regulations in effect from time to time
governing the due and proper creation of installment sales contracts or similar
indebtedness and of the creation and perfection of first priority security
interests in motor vehicles being financed and/or sold pursuant thereto.

7.17 ERISA. Comply in all material respects with all requirements
imposed by ERISA as presently in effect or hereafter promulgated or the
Internal Revenue Code (or comparable laws in applicable jurisdictions outside
the United States of America relating to foreign Pension Plans) and promptly
notify Banks upon the occurrence of any of the following events:

(a) the termination of any Pension Plan pursuant to
Subtitle C of Title IV of ERISA or otherwise (other than any defined
contribution plan not subject to Section 412 of the Internal Revenue Code and
any Multiemployer Plan);

(b) the appointment of a trustee by a United States
District Court to administer any Pension Plan pursuant to ERISA;

(d) the failure of the Company or any ERISA Affiliate to
make any payment in respect of any Pension Plan required under Section 412 of
the Internal Revenue Code;

(e) the withdrawal of the Company or any ERISA Affiliate
from any Multiemployer Plan;

(f) the occurrence of an accumulated funding deficiency
(as defined in Section 6.18 hereof) or a Reportable Event; or

(g) the occurrence of a Prohibited Transaction which
could have a material adverse effect upon the Company and its Subsidiaries,
taken as a whole.

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7.18 Environmental Matters.

(a) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions necessary to clean up
and remove all Hazardous Materials on or affecting any premises owned or
occupied by Company or any of its Subsidiaries, whether resulting from conduct
of Company or any of its Subsidiaries or any other Person, if required by
Hazardous Material Laws, all such actions to be taken in accordance with such
laws, and the orders and directives of all applicable federal, state and local
governmental authorities; and

(b) Defend, indemnify and hold harmless Agent and each of the
Banks, and their respective employees, agents, officers and directors from and
against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses of whatever kind or nature arising out
of or related to (i) the presence, disposal, release or threatened release of
any Hazardous Materials on, from or affecting any premises owned or occupied by
Company or any of its Subsidiaries, (ii) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or
threatened, settlement reached or governmental order or decree relating to such
Hazardous Materials, (iv) the cost of removal of all Hazardous Materials from
all or any portion of any premises owned by Company or its Subsidiaries, (v)
the taking of necessary precautions to protect against the release of Hazardous
Materials on or affecting any premises owned by Company or any of its
Subsidiaries, (vi) complying with all Hazardous Material Laws and/or (vii) any
violation by Company or any of its Subsidiaries of Hazardous Material Laws,
including without limitation, reasonable attorneys and consultants fees,
investigation and laboratory fees, environmental studies required by Agent or
any Bank (whether before or after the occurrence of any Default or Event of
Default), court costs and litigation expenses; and, if so requested by Agent or
any Bank, Company shall execute, and shall cause the Permitted Borrowers to
execute, separate indemnities covering the foregoing matters. The obligations
of Company and Permitted Borrowers under this Section 7.18 shall be in addition
to any and all other obligations and liabilities the Company or any of the
Permitted Borrowers may have to Agent or any of the Banks at common law or
pursuant to any other agreement.

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7.19 Maintain Debt Rating. Cause Fitch (if no Debt Rating has
been obtained from S&P or Moody's), or if a Debt Rating has been obtained from
S&P and/or Moody's, then cause S&P and/or Moody's, on an ongoing basis, but not
less than once during each calendar year, to maintain a debt rating for
Company's long term, non-credit enhanced senior unsecured debt.

7.20 Installment Contract Standards. (a) Cause each Installment
Contract included in Gross Installment Contract Receivables to satisfy the
following requirements:

(i) Such Installment Contract (and the interest of
Company or its Subsidiaries thereunder) has not been sold, transferred
or otherwise assigned or encumbered by the Company or its Subsidiaries
to any Person, other than to the Banks as security for the
Indebtedness hereunder;

(ii) The Installment Contract obligor thereunder is not
an Affiliate of the Company; and

(iii) It is owned by Company or a Subsidiary, or Company
or a Subsidiary has a valid first priority perfected security interest
therein; and

(b) Exercise its best efforts to enforce the provisions of its
Dealer Agreements relating to the eligibility criteria for Installment
Contracts included in Gross Installment Contract Receivables, including without
limitation:

(i) it has not been rescinded and it is a valid, binding
and enforceable obligation of the Installment Contract obligor;

(ii) it is enforceable against the Installment Contract
obligor for the amount shown as owing in the contract and in any
related records;

(iii) it complied at the time it was originated or made,
and is currently in compliance in all respects, with all requirements
of applicable federal, state and local laws, and regulations
thereunder, including, usury laws, the Federal Truth-in- Lending Act,
the Equal Credit Opportunity Act, the Fair Credit Billing Act, the
Fair Credit Reporting Act, the

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Fair Debt Collection Practices Act, the Federal Trade Commission Act,
the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B, M
and Z, state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code and any other consumer credit or equal
opportunity disclosure;

(iv) it is not subject to any material offset, credit,
allowance or adjustment;

(v) the Company or a Subsidiary has a first and prior
perfected security interest (received directly or by assignment) in
the financed vehicle securing the performance of the Installment
Contract obligor;

(vi) the financed vehicle has been delivered to the
Installment Contract obligor and, on the date of delivery, satisfied
all warranties, expressed or implied, made to the Installment Contract
obligor; and

(vii) the Installment Contract obligor owns the motor
vehicle free of all liens or encumbrances, except the security
interest granted to Company or a Subsidiary (received directly or by
assignment) in the applicable Installment Contract.

7.21 Financial Covenant Amendments. In the event that, at any
time while this Agreement is in effect, the Company shall issue any
indebtedness for borrowed money which is not by its terms subordinate and
junior to other indebtedness of Company for borrowed money and such
indebtedness shall include, or be issued pursuant to a trust indenture or other
agreement which includes, financial covenants which are not substantially
identical to the financial covenants set forth in this Agreement, the Company
shall so advise the Agent in writing. Such notice shall be accompanied by a
copy of the applicable agreement containing such financial covenants. The
Agent shall promptly furnish a copy of such notice and the applicable agreement
to each of the Banks. If the Majority Banks determine in their sole discretion
that some or all of the financial covenants set forth in such agreement are
more favorable to the lender thereunder than the financial covenants set forth
in this Agreement ("More Favorable Terms") and that the Majority Banks desire
that this Agreement be amended to incorporate the More Favorable Terms, then
the Agent shall give written notice of such determination to the Company.
Thereupon, and in any event within

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thirty (30) days following the date of notice by Agent to the Company, Company
and the Banks shall enter into an amendment to this Agreement incorporating, on
terms and conditions acceptable to the Majority Banks, the More Favorable
Terms.

7.22 Subsidiaries; Guaranties. With respect to each Person which
becomes a Significant Subsidiary of the Company subsequent to the effective
date hereof, within thirty days of the date of Company's delivery of the
financial statements required under Section 7.3(b) or 7.3(c) which establish
that such Person is or has become a Significant Subsidiary (but in any event,
in the case of a Permitted Borrower, prior to the time such Permitted Borrower
shall be entitled to request any Advances hereunder), cause such Subsidiary to
execute and deliver to Agent, for and on behalf of each of the Banks, a Joinder
Agreement whereby such Significant Subsidiary becomes obligated as a Guarantor
under the Domestic Guaranty or the Foreign Guaranty, as applicable, together
with such supporting documentation, including without limitation corporate
authority items, certificates and opinions of counsel, as reasonably required
by Agent and the Majority Banks.

8. NEGATIVE COVENANTS

Company and each of the Permitted Borrowers covenant and agree that,
so long as any of the Banks are committed to make any Advances under this
Agreement and thereafter so long as any Indebtedness remains outstanding, it
will not, and it will not allow its Subsidiaries, without the prior written
consent of the Majority Banks, to:

8.1 Capital Structure and Redemptions. Purchase, acquire or
redeem any of its capital stock or make any material change in its capital
structure, provided however that the issuance of (i) additional common stock or
(ii) (if issued as part of or in connection with an underwritten public
offering) shares of other classes of capital stock of Company or its
Subsidiaries, shall not constitute material changes in capital structure.

8.2 Business Purposes. Engage in, or make any investment in any
business engaged in, the provision of property and casualty insurance unless
the Company or such Subsidiary shall maintain reinsurance of its underwriting
risk with a third party(ies) rated

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"A-" or better by S&P or "A3" or better by Moody's for all of the Company's or
such Subsidiary's exposure in excess of one hundred percent (100%) of the
premiums written by the Company or such Subsidiary; or engage in any business
if, after giving effect thereto, the general nature of the businesses of the
Company and its Subsidiaries, taken as a whole, would no longer be the
provision of financing programs for the purchase of used motor vehicles, motor
vehicle service protection programs, credit life, accident and health insurance
programs and other programs related to the foregoing (it being understood that,
in the course of the provision of such programs, the Company may be obligated
to remit monies held by it in connection with dealer holdbacks, claims or
refunds under insurance policies, or claims or refunds under service contracts,
and to make deposits in trust or otherwise as required under reinsurance
agreements or pursuant to state regulatory requirements); provided however that
the Company and its Subsidiaries shall manage and operate such businesses in
substantially the same manner that they are managed and operated as of the date
hereof.

8.3 Mergers or Dispositions. Enter into any merger or
consolidation, except for any Permitted Merger, or sell, lease, transfer,
relocate or dispose of all, substantially all, or any material part of its
assets, except for Permitted Transfers.

8.4 Guaranties. Guarantee, endorse, or otherwise become liable
for or upon the obligations of others, except by endorsement of cash items for
deposit in the ordinary course of business and except for the Guaranties and
the Permitted Guaranties.

8.5 Debt. Become or remain obligated for any indebtedness for
borrowed money, or for any indebtedness incurred in connection with the
acquisition of any property, real or personal, tangible or intangible, or for
any other Debt, except for:

(a) Indebtedness to Banks hereunder;

(b) current unsecured trade, utility or
non-extraordinary accounts payable arising in the ordinary course of Company's
or any Subsidiary's businesses;

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twelve months or longer) not to exceed an aggregate amount, for the Company and
its Subsidiaries incurred while in compliance with this Agreement and the other
Loan Documents, of Three Million Dollars ($3,000,000) (or the Alternative
Currency equivalent thereof) at any one time outstanding;

(d) the Senior Debt, Future Debt, Permitted CAC UK Debt,
the Subordinated Debt, unsecured overdraft lines of credit or similar credit
arrangements maintained by the Permitted Borrowers in the ordinary course of
business in the countries of their formation, in an amount not to exceed, in
the case of CAC UK, L.2,000,000 and in the case of each of the other Permitted
Borrowers, $1,500,000, or the equivalent thereof in an Alternative Currency,
and such other debt set forth in Schedule 8.5 attached hereto, if any (in
addition to any other matters set forth in this Section 8.5), and any renewals
or refinancing of such indebtedness in amounts not exceeding the scheduled
amounts (less any required amortization according to the terms thereof) on
substantially the same terms and otherwise in compliance with this Agreement;
and

(e) debt consisting of interest rate protection
agreements (including interest rate caps, collars or swaps) or foreign currency
exchange agreements (including foreign currency hedges and swaps) entered into
by the Company and/or a Permitted Borrower, to manage existing or anticipated
interest rate or foreign exchange rate risk and not for speculative purposes
(copies of which shall be provided to the Agent promptly upon the execution
thereof), and other Debt for borrowed money in an amount not to exceed in the
aggregate for the Company and its Subsidiaries at any time outstanding, the sum
of Five Million Dollars ($5,000,000) (or the Alternative Currency equivalent
thereof), which Debt shall be unsecured except to the extent of any Lien
permitted under Section 8.6(d) hereof.

8.6 Liens. Permit or suffer any Lien to exist on any of its
properties, real, personal or mixed, tangible or intangible, whether now owned
or hereafter acquired, except:

(a) in favor of Agent, as security for the Indebtedness;

(b) purchase money security interests in fixed assets to
secure the purchase money indebtedness permitted in Section

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8.5(c) hereof, provided that each such security interest is created
substantially contemporaneously with the acquisition of such fixed assets and
does not extend to any property other than the fixed asset so financed and
provided further that the sum of all such purchase money indebtedness
outstanding at any time shall not exceed the aggregate amount set forth in
Section 8.5(c) hereof; and

(d) Liens on the property of Company or any of its
Subsidiaries not otherwise permitted under subparagraphs (a) through (c) of
this Section 8.6 if the obligations secured by such Liens do not exceed, in an
aggregate amount from time to time outstanding, the difference between (i) on
or before July 31, 1997, Fifteen Percent (15%) of Consolidated Tangible Net
Worth of Company and on and after August 1, 1997, twenty percent (20%) of
Consolidated Tangible Net Worth of Company, and (ii) the sum of (w) the
aggregate obligations secured by Liens permitted under subparagraph (b) of this
Section 8.6, (x) the aggregate obligations secured by Permitted Liens disclosed
on Schedule 8.6 attached hereto, (y) the aggregate amount of Debt of the
Subsidiaries of Company and (z) the aggregate amount of Investments by Company
and its other Subsidiaries in CAC UK, all as of the applicable date of
determination.

8.7 Acquisitions. Other than any Permitted Acquisition, purchase
or otherwise acquire or become obligated for the purchase of all or
substantially all or any material portion of the assets or business interests
of any Person, firm or corporation, or any shares of stock (or other ownership
interests) of any corporation, trusteeship or association, or any business or
going concern, or in any other manner effectuate or attempt to effectuate an
expansion of present business by acquisition.

8.8 Investments. Make or allow to remain outstanding any
Investment in, or any loans or advances to, any Person, firm, corporation or
other entity or association, other than:

(a) any loan or other advance by Company or a
Subsidiary, as the case may be, to any and all of its officers or employees, as
the case may be, in the normal course of business, so long as the aggregate of
all such loans or advances by the Company and its Subsidiaries does not exceed
One Million Five Hundred

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Thousand Dollars ($1,500,000) (or the equivalent thereof in an Alternative
Currency) at any time outstanding, plus reasonable, reimbursable business and
travel expenses;

(b) Permitted Investments at any time outstanding or in
effect;

(d) Investments from and after the date hereof in any
Subsidiary or any Person that concurrently with such Investment becomes a
Subsidiary, in an aggregate amount, at any time outstanding, not to exceed in
the aggregate twenty five percent (25%) of Company's Consolidated Tangible Net
Worth (it being understood that loans and advances to any Subsidiary by any
Person other than the Company or any other Subsidiary, regardless of whether
such loans and advances are guaranteed by the Company or any other Subsidiary,
shall not be taken into account in determining the aggregate amount of
investments made pursuant to this clause (d));

(e) Floor Plan Receivables and Notes Receivable in an
aggregate amount at any time outstanding not to exceed ten percent (10%) of
Consolidated Total Assets;

(f) Advances to Dealers and, subject to the limitation
contained in subparagraph (e) of this Section 8.8, receivables arising from the
sale of goods and services by the Company or its Subsidiaries, in each case in
the ordinary course of business of Company and its Subsidiaries;

(g) Permitted Acquisition(s), to the extent any such
acquisition shall be deemed to constitute an Investment;

(h) Those Investments set forth on the attached Schedule 8.8; and

(i) Investments, other than those set forth in
subparagraphs (a) through (h) above, in an aggregate amount at any time
outstanding not to exceed One Million Five Hundred Thousand Dollars
($1,500,000), or the equivalent thereof in an Alternative Currency.

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In valuing any Investments for the purpose of applying the limitations set
forth in this Section 8.8 (except as otherwise expressly provided herein), such
Investment shall be taken at the original cost thereof, without allowance for
any subsequent write-offs or appreciation or depreciation, but less any amount
repaid or recovered on account of capital or principal.

8.9 Accounts Receivable. Except to Agent on behalf of the Banks,
sell or assign any account, note or trade acceptance receivable, if the sum of
(i) the face value of the account, note or trade acceptance receivables
proposed to be transferred, plus (ii) the face value of account, note or trade
acceptance receivables transferred by the Company and its Subsidiaries during
the then current fiscal year of the Company would exceed five percent (5%) of
the face value of the account, note and trade acceptance receivables of the
Company and its Subsidiaries determined on a Consolidated basis as of the end
of the most recently concluded fiscal year of the Company prior to giving
effect to any such transfer.

8.10 Transactions with Affiliates. Enter into any transaction
with any of its stockholders or officers or its Affiliates (including without
limitation affiliated Dealers), except in the ordinary course of business and
on terms not materially less favorable than would be usual and customary in
similar transactions between Persons dealing at arm's length.

8.11 No Further Negative Pledges. Enter into or become subject to
any agreement (other than loan documents evidencing or otherwise related to the
Senior Debt, the Future Debt, the Permitted CAC UK Debt, or unsecured overdraft
lines of credit or similar credit arrangements maintained by the Permitted
Borrowers in the ordinary course of business in the countries of their
formation or any purchase money Debt permitted under this Agreement or the
other Loan Documents, but only to the extent of the property acquired with the
proceeds of such purchase money Debt) (i) prohibiting the guaranteeing by the
Company or any Subsidiary of any obligations, (ii) prohibiting the creation or
assumption of any lien or encumbrance upon the properties or assets of the
Company or any Subsidiary, whether now owned or hereafter acquired, or (iii)
requiring an obligation to become secured (or further secured) if another
obligation is secured or further secured.

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8.12 Prepayment of Debts. Except for Permitted Prepayments,
prepay, purchase, redeem or defease any Debt for money borrowed, excluding,
subject to the terms hereof, the Indebtedness, and excluding paydowns from time
to time of permitted working capital facilities or other revolving debt and
mandatory payments, prepayments or redemptions for which Company or any
Subsidiary is obligated as of the date hereof or, with respect only to the
Senior Debt or for any Future Debt, for which Company or any Subsidiary becomes
obligated after the date hereof.

8.13 Amendment of Senior Debt or Future Debt Documents. Except
with the prior written approval of Agent and the Majority Banks, amend, modify
or otherwise alter (or suffer to be amended, modified or altered) or waive (or
permit to be waived) in any material respect, any documents or instruments
evidencing or otherwise related to Senior Debt or Future Debt so as to shorten
the original maturity date or amortization schedule thereof, or amend, modify
or otherwise alter (or suffer to be amended, modified or altered) any documents
or instruments evidencing or otherwise related to Senior Debt or Future Debt to
include (or enter into any Future Debt Documents which include) any covenants
or other provisions, other than a provision not more onerous to the Company
than Section 6.18 of the note purchase agreements governing the Senior Debt as
in effect on the date hereof, that require, for the amendment of any term or
provision of this Agreement, or the waiver of any term or provision hereof, the
approval or consent of any other creditor of the Company.

8.14 Amendment of Subordinated Debt Documents. Amend, modify or
otherwise alter (or suffer to be amended, modified or altered) any of the
material terms and conditions of those documents or instruments evidencing or
otherwise related to Subordinated Debt or waive (or permit to be waived) any
such provision thereof in any material respect, without the prior written
approval of Agent and the Majority Banks. For purposes of those documents and
instruments evidencing or otherwise related to the Subordinated Debt, any
increase in the original interest rate or principal amount, any shortening of
the original amortization, any change in any default, remedial or other
repayment terms, any change in or waiver of conditions contained therein which
are required under or necessary for compliance with this Agreement or the other
Loan Documents or any change in the subordination provisions contained

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therein, shall (without reducing the scope of this Section 8.14) be deemed to
be material.

9. DEFAULTS

9.1 Events of Default. Any of the following events is an "Event
of Default":

(a) non-payment of the principal or interest, when due,
under any of the Notes issued hereunder, or of any Letter of Credit
Obligation in accordance with the terms thereof;

(b) Default in the payment of any money by Company or
the Permitted Borrowers under this Agreement (other than as set forth
in subsection (a), above), within three (3) days of the date the same
is due and payable;

(c) default in the observance or performance of any of
the other conditions, covenants or agreements set forth in this
Agreement or any of the other Loan Documents by any party thereto
(provided that, with respect to the covenants set forth in Sections
7.11, 7.13, 7.16, 7.17 and 7.18(a) hereof, such event has continued
for thirty (30) consecutive days) or the occurrence of any other
default or event of default, as the case may be, hereunder or
thereunder;

(d) any representation or warranty made or deemed made
by Company or a Permitted Borrower herein or in any instrument
submitted pursuant hereto or by any other party to the Loan Documents
proves untrue in any material adverse respect when made or deemed
made;

(e) any provision of the Company Guaranty, the CACI
Guaranty, the Domestic Guaranty or the Foreign Guaranty shall at any
time for any reason (other than in accordance with its terms or the
terms of this Agreement) cease to be valid and binding and enforceable
against the Company, CACI or any Significant Subsidiary, as
applicable, or the validity, binding effect or enforceability thereof
shall be contested by any Person, or the Company, CACI or any
Significant Subsidiary shall deny that it has any or further liability
or obligation under the Company Guaranty, the CACI Guaranty, the
Domestic Guaranty or the Foreign Guaranty as applicable, or

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the Company Guaranty, the CACI Guaranty, the Domestic Guaranty or the
Foreign Guaranty shall be terminated, invalidated, revoked or set
aside or in any way cease to give or provide to the Banks and the
Agent the benefits purported to be created thereby;

(f) default in the payment of any other obligation of
Company, its Subsidiaries or any of the Permitted Borrowers for
borrowed money in an aggregate amount in excess of Two Million Dollars
($2,000,000), or the equivalent thereof in an Alternative Currency; or
default in the observance or performance of any conditions, covenants
or agreements related or given with respect to any other obligations
for borrowed money in an aggregate amount in excess of Two Million
Dollars ($2,000,000), or the equivalent thereof in an Alternative
Currency, sufficient to permit the holder thereof to accelerate the
maturity of such obligation;

(g) a final judgment or final judgments for the payment
of money aggregating in excess of Two Million Dollars ($2,000,000), or
the equivalent thereof in an Alternative Currency, shall be
outstanding against any one or more of the Company and its
Subsidiaries and any one of such judgments shall have been outstanding
for more than thirty (30) days from the date of its entry, except to
the extent that any such judgment is being contested in good faith by
appropriate proceedings which provide for a stay of any enforcement
action against the Company or such Subsidiary during the pendency of
such proceedings and for which adequate reserves have been established
and where nonpayment of such judgment could not reasonably be expected
to have a material adverse effect on the Company and its Subsidiaries
taken as a whole;

(h) any Person shall engage in any Prohibited
Transaction involving any Pension Plan, (ii) any accumulated funding
deficiency (as defined in Section 6.18 hereof), whether or not waived,
shall exist with respect to any Pension Plan or any Lien in favor of
the PBGC or a Pension Plan shall arise on the assets of the Company or
any ERISA Affiliate, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed or a
trustee shall be appointed to administer, or to terminate, any Single
Employer Plan, (iv) any Single Employer Plan shall

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terminate for purposes of Title IV of ERISA or (v) the Company or any
ERISA Affiliate shall, or in the reasonable opinion of the Majority
Banks is likely to, incur any liability in connection with a
withdrawal from, or the insolvency, bankruptcy or reorganization of, a
Multiemployer Plan and in each case in clauses (i) through (v) above,
(x) a period of sixty (60) days, or more, has elapsed from the
occurrence of such event or condition and (y) such event or condition,
together with all other such events or conditions, if any, could
reasonably be expected to subject the Company or any of its
Subsidiaries to any tax, penalty or other liabilities in the aggregate
material in relation to the business, operations, property or
financial or other condition of the Company and its Subsidiaries taken
as a whole;

(i) Donald Foss, his wife and children or trust(s)
established for his or their benefit cease to own legal or beneficial
title to thirty-five percent (35%) or more of the voting stock of
Company, or Donald Foss, his wife and children or trust(s) established
for his or their benefit otherwise lose the practical, beneficial or
effective control of the Company, whether by reason of debt, merger,
consolidation, sale or purchase of stock or assets or otherwise, or
the occurrence of a "Change in Control" under the documents relating
to the Senior Debt or any Future Debt; or

(j) a receiver, liquidator, custodian or trustee of the
Company or any Subsidiary, or of all or any part of the property of
the Company or any Subsidiary, shall be appointed by court order and
such order shall remain in effect for more than sixty (60) days, or an
order for relief shall be entered with respect to the Company or any
Subsidiary, or the Company or any Subsidiary shall be adjudicated a
bankrupt or insolvent; or any of the property of the Company or any
Subsidiary shall be sequestered by court order and such order shall
remain in effect for more than sixty (60) days; or a petition shall be
filed against the Company or any Subsidiary under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and shall not be dismissed within sixty (60) days
after such filing; or the Company or any Subsidiary shall file a
petition in voluntary bankruptcy or seeking relief under any provision
of

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any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, or shall consent to the filing of any
petition against it under any such law; or the Company or any
Subsidiary shall make an assignment for the benefit of its creditors,
or shall admit in writing its inability, or shall fail, to pay its
debts generally as they become due, or shall consent to the
appointment of a receiver, liquidator or trustee of the Company or any
Subsidiary or of all or any part of the property of the Company or any
Subsidiary.

9.2 Exercise of Remedies. If an Event of Default has occurred
and is continuing hereunder: (a) the Agent shall, if directed to do so by the
Majority Banks, declare any commitment of the Banks to extend credit hereunder
immediately terminated; (b) the Agent shall, if directed to do so by the
Majority Banks, declare the entire unpaid Indebtedness, including the Notes,
immediately due and payable, without presentment, notice or demand, all of
which are hereby expressly waived by Company and the Permitted Borrower; (c)
upon the occurrence of any Event of Default specified in Section 9.1(j) above,
and notwithstanding the lack of any declaration by Agent under the preceding
clause (a) or (b), the Banks' commitments to extend credit hereunder shall
immediately and automatically terminate and the entire unpaid Indebtedness,
including the Notes, shall become automatically due and payable without
presentment, notice or demand; (d) the Agent shall, upon being directed to do
so by the Majority Banks, demand immediate delivery of cash collateral, and the
Company and each Account Party agree to deliver such cash collateral upon
demand, in an amount equal to the maximum amount that may be available to be
drawn at any time prior to the stated expiry of all outstanding Letters of
Credit, and (e) the Agent shall, if directed to do so by the Majority Banks or
the Banks, as applicable (subject to the terms hereof), exercise any remedy
permitted by this Agreement, the other Loan Documents or law.

9.3 Rights Cumulative. No delay or failure of Agent and/or Banks
in exercising any right, power or privilege hereunder shall affect such right,
power or privilege, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof, or the exercise of any other power,
right or privilege. The rights of Banks under this Agreement are cumulative and
not

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exclusive of any right or remedies which Banks would otherwise have.

9.4 Waiver by Company and Permitted Borrowers of Certain Laws.
To the extent permitted by applicable law, Company and each of the Permitted
Borrowers hereby agree to waive, and do hereby absolutely and irrevocably waive
and relinquish the benefit and advantage of any valuation, stay, appraisement,
extension or redemption laws now existing or which may hereafter exist, which,
but for this provision, might be applicable to any sale made under the
judgment, order or decree of any court, on any claim for interest on the Notes,
AND FURTHER HEREBY IRREVOCABLY AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY AND ALL ACTIONS OR PROCEEDINGS IN WHICH AGENT OR THE BANKS (OR
ANY OF THEM), ON THE ONE HAND, AND THE COMPANY OR ANY OF THE PERMITTED
BORROWERS, ON THE OTHER HAND, ARE PARTIES, WHETHER OR NOT SUCH ACTIONS OR
PROCEEDINGS ARISE OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR
OTHERWISE. These waivers have been voluntarily given, with full knowledge of
the consequences thereof.

9.5 Waiver of Defaults. No Event of Default shall be waived by
the Banks except in a writing signed by an officer of the Agent in accordance
with Section 13.11 hereof. No single or partial exercise of any right, power or
privilege hereunder, nor any delay in the exercise thereof, shall preclude any
other or further exercise of the Banks' rights by Agent. No waiver of any Event
of Default shall extend to any other or further Event of Default. No
forbearance on the part of the Agent in enforcing any of the Banks' rights
shall constitute a waiver of any of their rights. Company and the Permitted
Borrowers expressly agree that this Section may not be waived or modified by
the Banks or Agent by course of performance, estoppel or otherwise.

9.6 Cross-Default. In addition to the other Events of Default
specified herein, any failure to perform and discharge when due, after
allowance for any applicable cure period, any of the obligations, covenants and
agreements required to be performed under the provisions of any instruments
securing any other present and future borrowings of Company or the Permitted
Borrowers from the Banks (or from Agent) in renewal or extension of, or related
to, this Agreement or any of the other Loan Documents, or any security
agreements in relation thereto, shall be an Event of Default under the
provisions of this Agreement entitling Agent,

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with the consent of the Majority Banks (without notice or any cure period
except as expressly provided herein or therein), to exercise any and all rights
and remedies provided hereby. Any Event of Default shall also constitute a
default under all other instruments securing this or any other present or
future borrowings, or any agreements in relation thereto, entitling Agent and
the Banks to exercise any and all rights and remedies provided therein.

10. PAYMENTS, RECOVERIES AND COLLECTIONS.

10.1 Payment Procedure.

(a) All payments by Company and/or by any of the
Permitted Borrowers of principal of, or interest on, the Line of
Credit Notes, the Revolving Credit Notes or the Swing Line Notes or of
Letter of Credit Obligations or Fees shall be made without setoff or
counterclaim on the date specified for payment under this Agreement
not later than 11:00 a.m. (Detroit time) in Dollars in immediately
available funds to Agent, for the ratable account of the Banks, at
Agent's office located at One Detroit Center, Detroit, Michigan 48226,
in respect of Domestic Advances or Fees payable in Dollars. Payments
made in respect of any Advance in any Alternative Currency or any Fees
payable in any Alternative Currency shall be made in such Alternative
Currency in immediately available funds for the account of Agent's
Eurocurrency Lending Office, at the Agent's Correspondent, for the
ratable account of the Banks, not later than 11:00 a.m. (the time of
Agent's Correspondent). Upon receipt of each such payment, the Agent
shall make prompt payment to each Bank, or, in respect of
Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office,
in like funds and currencies, of all amounts received by it for the
account of such Bank.

(b) Unless the Agent shall have been notified by the
Company prior to the date on which any payment to be made by the
Company or any of the Permitted Borrowers is due that the Company or
such Permitted Borrower does not intend to remit such payment, the
Agent may, in its discretion, assume that the Company or such
Permitted Borrower has remitted such payment when so due and the Agent
may, in reliance upon such assumption, make available to each Bank on
such payment date an amount equal to such Bank's share of such assumed
payment.

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If the Company or any of the Permitted Borrowers has not in fact
remitted such payment to the Agent, each Bank shall forthwith on
demand repay to the Agent in the applicable currency the amount of
such assumed payment made available to such Bank, together with the
interest thereon, in respect of each day from and including the date
such amount was made available by the Agent to such Bank to the date
such amount is repaid to the Agent at a rate per annum equal to (i)
for Prime-based Advances, the federal funds rate (daily average), as
the same may vary from time to time, and (ii) with respect to
Eurocurrency-based Advances, Agent's aggregate marginal cost
(including the cost of maintaining any required reserves or deposit
insurance and of any fees, penalties, overdraft charges or other costs
or expenses incurred by Agent) of carrying such amount.

(c) Whenever any payment to be made hereunder (other
than payments in respect of any Eurocurrency-based Advance or a Quoted
Rate Advance) shall otherwise be due on a day which is not a Business
Day, such payment shall be made on the next succeeding Business Day
and such extension of time shall be included in computing interest, if
any, in connection with such payment. Whenever any payment of
principal of, or interest on, a Eurocurrency-based Advance or a Quoted
Rate Advance shall be due on a day which is not a Business Day the
date of payment thereof shall be extended to the next succeeding
Business Day unless as a result thereof it would fall in the next
calendar month, in which case it shall be shortened to the next
preceding Business Day and, in the case of a payment of principal,
interest thereon shall be payable for such extended or shortened time,
if any.

(d) All payments to be made by the Company or the
Permitted Borrowers under this Agreement or any of the Notes
(including without limitation payments under the Swing Line Notes)
shall be made without set-off or counterclaim, as aforesaid, and
without deduction for or on account of any present or future
withholding or other taxes of any nature imposed by any governmental
authority or of any political subdivision thereof or any federation or
organization of which such governmental authority may at the time of
payment be a member, unless Company or any of the Permitted Borrowers,
as the case may be, is compelled by law to make payment subject

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to such tax. In such event, Company and such Permitted Borrower shall:

(i) pay to the Agent for Agent's own account
and/or, as the case may be, for the account
of the Banks (and, in the case of any Swing
Line Advances, pay to the Swing Line Bank
which funded such Advances) such additional
amounts as may be necessary to ensure that
the Agent and/or such Bank or Banks receive a
net amount in the applicable Permitted
Currency equal to the full amount which would
have been receivable had payment not been
made subject to such tax; and

(ii) remit such tax to the relevant taxing
authorities according to applicable law, and
send to the Agent or the applicable Bank
(including the Swing Line Bank) or Banks, as
the case may be, such certificates or
certified copy receipts as the Agent or such
Bank or Banks shall reasonably require as
proof of the payment by the Company or such
Permitted Borrower of any such taxes payable
by the Company or such Permitted Borrower.

As used herein, the terms "tax", "taxes" and "taxation" include all
taxes, levies, imposts, duties, charges, fees, deductions and withholdings and
any restrictions or conditions resulting in a charge together with interest
thereon and fines and penalties with respect thereto which may be imposed by
reason of any violation or default with respect to the law regarding such tax,
assessed as a result of or in connection with the transactions in any
Alternative Currency hereunder, or the payment and/or receipt of funds in any
Alternative Currency hereunder, or the payment or delivery of funds into or out
of any jurisdiction other than the United States (whether assessed against
Company, the Permitted Borrower, Agent or any of the Banks).

10.2 Application of Proceeds. Notwithstanding anything to the
contrary in this Agreement, after an Event of Default, the proceeds of any
offsets, voluntary payments by the Company or the Permitted Borrowers or others
and any other sums received or collected in

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respect of the Indebtedness, shall be applied, first, to the Notes in such
order and manner as determined by the Majority Banks (subject, however, to the
applicable Percentages of the Revolving Credit and of the Line of Credit held
by each of the Banks), next, to any other Indebtedness on a pro rata basis, and
then, if there is any excess, to the Company or the Permitted Borrowers, as the
case may be. The application of such proceeds and other sums to the Notes shall
be based on each Bank's Percentage of the aggregate Indebtedness.

10.3 Pro-rata Recovery. If any Bank shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of offset or
otherwise) on account of principal of, or interest on, any of the Notes (or on
account of its participation in any Letter of Credit) in excess of its pro rata
share of payments then or thereafter obtained by all Banks upon principal of
and interest on all Notes (or such participation), such Bank shall purchase
from the other Banks such participations in the Notes (or subparticipations in
the Letters of Credit) held by them as shall be necessary to cause such
purchasing Bank to share the excess payment or other recovery ratably in
accordance with the Percentages of the Revolving Credit or of the Line of
Credit, as the case may be, with each of them; provided, however, that if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

10.4 Deposits and Accounts. In addition to and not in limitation
of any rights of any Bank or other holder of any of the Notes under applicable
law, each Bank and each other such holder shall, upon acceleration of the
indebtedness under the Notes and without notice or demand of any kind, have the
right to appropriate and apply to the payment of the Notes owing to it (whether
or not then due) any and all balances, credits, deposits, accounts or moneys of
Company or the Permitted Borrowers then or thereafter with such Bank or other
holder; provided, however, that any such amount so applied by any Bank or other
holder on any of the Notes owing to it shall be subject to the provisions of
Section 10.3 hereof.

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11. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS.

11.1 Reimbursement of Prepayment Costs. If Company or any
Permitted Borrower makes any payment of principal with respect to any
Eurocurrency-based Advance or Quoted Rate Advance on any day other than the
last day of the Interest Period applicable thereto (whether voluntarily, by
acceleration, or otherwise), or converts or refunds (or attempts to convert or
refund) any such Advance; or if Company or any Permitted Borrower fails to
borrow, refund or convert into any Eurocurrency-based Advance or Quoted Rate
Advance after notice has been given by Company or such Permitted Borrower to
Agent in accordance with the terms hereof requesting such Advance, or if
Company or any Permitted Borrower fails to make any payment of principal or
interest in respect of a Eurocurrency-based Advance or Quoted Rate Advance when
due, Company shall reimburse Agent and Banks, as the case may be, on demand for
any resulting loss, cost or expense incurred by Agent and Banks, as the case
may be as a result thereof, including, without limitation, any such loss, cost
or expense incurred in obtaining, liquidating, employing or redeploying
deposits from third parties, whether or not Agent and Banks, as the case may
be, shall have funded or committed to fund such Advance. Such amount payable by
Company to Agent and Banks, as the case may be may include, without limitation,
an amount equal to the excess, if any, of (a) the amount of interest which
would have accrued on the amount so prepaid, or not so borrowed, refunded or
converted, for the period from the date of such prepayment or of such failure
to borrow, refund or convert, through the last day of the relevant Interest
Period, at the applicable rate of interest for said Advance(s) provided under
this Agreement, over (b) the amount of interest (as reasonably determined by
Agent and Banks, as the case may be) which would have accrued to Agent and
Banks, as the case may be, on such amount by placing such amount on deposit for
a comparable period with leading banks in the interbank eurocurrency market.
Calculation of any amounts payable to any Bank under this paragraph shall be
made as though such Bank shall have actually funded or committed to fund the
relevant Advance through the purchase of an underlying deposit in an amount
equal to the amount of such Advance and having a maturity comparable to the
relevant Interest Period; provided, however, that any Bank may fund any
Eurocurrency-based Advance or Quoted Rate Advance, as the case may be, in any
manner it deems fit and the foregoing assumptions shall be utilized only for
the purpose of the calculation of amounts payable under this paragraph.

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Upon the written request of Company, Agent and Banks shall deliver to Company a
certificate setting forth the basis for determining such losses, costs and
expenses, which certificate shall be conclusively presumed correct, absent
manifest error.

11.2 Eurocurrency Lending Office. For any Advance to which the
Eurocurrency-based Rate is applicable, if Agent or a Bank, as applicable, shall
designate a Eurocurrency Lending Office which maintains books separate from
those of the rest of Agent or such Bank, Agent or such Bank, as the case may
be, shall have the option of maintaining and carrying the relevant Advance on
the books of such Eurocurrency Lending Office.

11.3 Availability of Alternative Currency. The Agent and the
Banks shall not be required to make any Advance in an Alternative Currency if,
at any time prior to making such Advance, the Agent or the Majority Banks
(after consultation with Agent) shall determine, in its or their sole
discretion, that (i) deposits in the applicable Alternative Currency in the
amounts and maturities required to fund such Advance will not be available to
the Agent and the Banks; (ii) a fundamental change has occurred in the foreign
exchange or interbank markets with respect to the applicable Alternative
Currency (including, without limitation, changes in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls); or (iii) it has become otherwise materially impractical for
the Agent or the Banks, as applicable, to make such Advance in the applicable
Alternative Currency. The Agent or the applicable Bank, as the case may be,
shall promptly notify the Company and Banks of any such determination.

11.4 Refunding Advances in Same Currency. If pursuant to any
provisions of this Agreement, the Company or any of the Permitted Borrowers
repays one or more Advances and on the same day borrows an amount in the same
currency, the Agent (or the Swing Line Bank, in the case of a Swing Line
Advance) shall apply the proceeds of such new borrowing to repay the principal
of the Advance or Advances being repaid and only an amount equal to the
difference (if any) between the amount being borrowed and the amount being
repaid shall be remitted by the Agent to the Company or such Permitted
Borrower, or by the Company or such Permitted Borrower to the Agent, as the
case may be.

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11.5 Circumstances Affecting Eurocurrency-based Rate
Availability. If with respect to any Interest Period, Agent or the Majority
Banks (after consultation with Agent) shall determine that, by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars or in any applicable Alternative Currency, as the case
may be, in the applicable amounts are not being offered to the Agent or such
Banks for such Interest Period, then Agent shall forthwith give notice thereof
to the Company and the Permitted Borrowers. Thereafter, until Agent notifies
Company and the Permitted Borrowers that such circumstances no longer exist,
(i) the obligation of Banks to make Eurocurrency-based Advances (other than in
any applicable Alternative Currency with respect to which deposits are
available, as required hereunder), and the right of Company and the Permitted
Borrowers to convert an Advance to or refund an Advance as a Eurocurrency-based
Advance, as the case may be (other than in any applicable Alternative Currency
with respect to which deposits are available, as required hereunder), shall be
suspended, and (ii) the Company and the Permitted Borrowers shall repay in full
(or cause to be repaid in full) the then outstanding principal amount of each
such Eurocurrency-based Advance covered hereby in the applicable Permitted
Currency, together with accrued interest thereon, any amounts payable under
Sections 11.1 and 11.8 hereof, and all other amounts payable hereunder on the
last day of the then current Interest Period applicable to such Advance. Upon
the date for repayment as aforesaid and unless Company notifies Agent to the
contrary within two (2) Business Days after receiving a notice from Agent
pursuant to this Section, such outstanding principal amount shall be converted
to a Prime-based Advance as of the last day of such Interest Period.

11.6 Laws Affecting Eurocurrency-based Advance Availability. If,
after the date of this Agreement, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by any of the Banks (or any of their
respective Eurocurrency Lending Offices) with any request or directive (whether
or not having the force of law) of any such authority, shall make it unlawful
or impossible for any of the Banks (or any of their respective Eurocurrency
Lending Offices) to honor its obligations hereunder to make or maintain any
Advance with interest at the Eurocurrency-based Rate, or in an Alternative

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Currency, such Bank shall forthwith give notice thereof to Company and to
Agent. Thereafter, (a) the obligations of Banks to make Eurocurrency- based
Advances or Advances in any such Alternative Currency and the right of Company
or any Permitted Borrower to convert an Advance into or refund an Advance as a
Eurocurrency-based Advance or as an Advance in any such Alternative Currency
shall be suspended and thereafter Company and the Permitted Borrowers may
select as Applicable Interest Rates or as Alternative Currencies only those
which remain available and which are permitted to be selected hereunder, and
(b) if any of the Banks may not lawfully continue to maintain an Advance to the
end of the then current Interest Period applicable thereto as a
Eurocurrency-based Advance or in such Alternative Currency, the applicable
Advance shall immediately be converted to a Prime-based Advance (in the Dollar
Amount thereof) and the Prime-based Rate shall be applicable thereto for the
remainder of such Interest Period. For purposes of this Section, a change in
law, rule, regulation, interpretation or administration shall include, without
limitation, any change made or which becomes effective on the basis of a law,
rule, regulation, interpretation or administration presently in force, the
effective date of which change is delayed by the terms of such law, rule,
regulation, interpretation or administration.

11.7 Increased Cost of Eurocurrency-based Advances. If the
adoption after the date of this Agreement of, or any change after the date of
this Agreement in, any applicable law, rule or regulation of or in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by Agent or any of the Banks (or any of their respective
Eurocurrency Lending Offices) with any request or directive (whether or not
having the force of law) made by any such authority, central bank or comparable
agency after the date hereof:

(a) shall subject any of the Banks (or any of their
respective Eurocurrency Lending Offices) to any tax, duty or other
charge with respect to any Advance or any Note or shall change the
basis of taxation of payments to any of the Banks (or any of their
respective

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Eurocurrency Lending Offices) of the principal of or interest on any
Advance or any Note or any other amounts due under this Agreement in
respect thereof (except for changes in the rate of tax on the overall
net income of any of the Banks or any of their respective Eurocurrency
Lending Offices imposed by the jurisdiction in which such Bank's
principal executive office or Eurocurrency Lending Office is located);
or

(b) shall impose, modify or deem applicable any reserve
(including, without limitation, any imposed by the Board of Governors
of the Federal Reserve System), special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any of the Banks (or any of their respective Eurocurrency
Lending Offices) or shall impose on any of the Banks (or any of their
respective Eurocurrency Lending Offices) or the foreign exchange and
interbank markets any other condition affecting any Advance or any of
the Notes;

and the result of any of the foregoing is to increase the costs to any of the
Banks of maintaining any part of the Indebtedness hereunder as a
Eurocurrency-based Advance or as an Advance in any Alternative Currency or to
reduce the amount of any sum received or receivable by any of the Banks under
this Agreement or under the Notes in respect of a Eurocurrency-based Advance or
any Advance in an Alternative Currency, whether with respect to Advances to
Company or to any of the Permitted Borrowers, then such Bank shall promptly
notify Agent (or, in the case of a Swing Line Advance, shall notify Company and
the applicable Permitted Borrower directly, with a copy of such notice to
Agent), and Agent (or such Bank, as aforesaid) shall promptly notify Company
and Permitted Borrowers of such fact and demand compensation therefor and,
within fifteen (15) days after such notice, Company agrees to pay to such Bank
such additional amount or amounts as will compensate such Bank or Banks for
such increased cost or reduction. Agent will promptly notify Company and the
Permitted Borrowers of any event of which it has knowledge which will entitle
Banks to compensation pursuant to this Section, or which will cause Company or
Permitted Borrowers to incur additional liability under Sections 11.1 and 11.8
hereof, provided that Agent shall incur no liability whatsoever to the Banks,
Company or Permitted Borrowers in the event it fails to do so. A certificate of
Agent (or such Bank, if applicable) setting forth the basis for determining
such additional amount or amounts necessary to compensate such Bank or Banks
shall be conclusively presumed to be correct save for manifest error. For
purposes of this Section, a change in law, rule, regulation, interpretation,
administration, request or directive shall include, without

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limitation, any change made or which becomes effective on the basis of a law,
rule, regulation, interpretation, administration, request or directive
presently in force, the effective date of which change is delayed by the terms
of such law, rule, regulation, interpretation, administration, request or
directive.

11.8 Indemnity. The Company will indemnify Agent and each of the
Banks against any loss or expense which may arise or be attributable to the
Agent's and each Bank's obtaining, liquidating or employing deposits or other
funds acquired to effect, fund or maintain the Advances (a) as a consequence of
any failure by the Company or any of the Permitted Borrowers to make any
payment when due of any amount due hereunder in connection with a
Eurocurrency-based Advance, (b) due to any failure of the Company or any
Permitted Borrower to borrow, refund or convert on a date specified therefor in
a Request for Advance or request for Swing Line Advance or (c) due to any
payment, prepayment or conversion of any Eurocurrency-based Advance on a date
other than the last day of the Interest Period for such Advance. Such loss or
expense shall be calculated based upon the present value, as applicable, of
payments due from the Company or such Permitted Borrower with respect to a
deposit obtained by the Agent or any of the Banks in order to fund such Advance
to the Company or to such Permitted Borrower. The Agent's and each Bank's, as
applicable, calculations of any such loss or expense shall be furnished to the
Company and shall be conclusive, absent manifest error.

11.9 Judgment Currency. The obligation of the Company and
Permitted Borrowers to make payments of the principal of and interest on the
Notes and any other amounts payable hereunder in the currency specified for
such payment herein or in the Notes shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment, which is expressed in or
converted into any other currency, except to the extent that such tender or
recovery shall result in the actual receipt by each of the Banks of the full
amount of the particular Permitted Currency expressed to be payable herein or
in the Notes. The Agent (or the Swing Line Bank, as applicable) shall, using
all amounts obtained or received from the Company and from Permitted Borrowers
pursuant to any such tender or recovery in payment of principal of and interest
on the Notes, promptly purchase the applicable Permitted Currency at the most
favorable spot exchange rate determined by the Agent to be available to it. The
obligation of the Company and the Permitted

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Borrowers to make payments in the applicable Permitted Currency shall be
enforceable as an alternative or additional cause of action solely for the
purpose of recovering in the applicable Permitted Currency the amount, if any,
by which such actual receipt shall fall short of the full amount of the
Permitted Currency expressed to be payable herein or in the Notes.

11.10 Other Increased Costs. In the event that at any time after
the date of this Agreement any change in law such as described in Section 11.7
hereof, shall, in the opinion of the Agent or any of the Banks (as certified to
Agent in writing by such Bank) require that the Revolving Credit, the Swing
Line, the Line of Credit or any other Indebtedness or commitment under this
Agreement or any of the other Loan Documents be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital to be maintained by each of the Banks or any corporation controlling
such Banks, as the case may be (or shall increase the amount of capital
required under such law, as of the date hereof, to be so maintained), the
Agent, in consultation with the Banks, shall notify the Company. The Company
and the Agent shall thereafter negotiate in good faith an agreement to increase
the Revolving Credit Facility Fee, Line of Credit Facility Fee or other fees
payable to the Agent, for the benefit of the Banks under this Agreement, which
in the opinion of the Agent (in consultation with the Banks), will adequately
compensate the Banks for the costs associated with such change in law. If such
increase is approved in writing by the Company within thirty (30) days from the
date of the notice to the Company from the Agent, the Revolving Credit Facility
Fee, Line of Credit Facility Fee or other fees (if

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applicable) payable by the Company under this Agreement shall, effective from
the date of such agreement, include the amount of such agreed increase. If the
Company and the Agent (in consultation with the Banks) are unable to agree on
such an increase within thirty (30) days from the date of the notice to the
Company, the Company shall have the option, exercised by written notice to the
Agent within forty-five (45) days from the date of the aforesaid notice to the
Company from the Agent, to terminate the Line of Credit and/or Revolving Credit
and the Swing Line, as the case may be, or other commitments if applicable, in
which event, all sums then outstanding to Banks and to Agent hereunder shall be
due and payable in full. If (a) the Company and the Agent (in consultation with
the Banks) fail to agree on an increase in the Revolving Credit Facility Fee,
Line of Credit Facility Fee or other fees (if applicable), and (b) the Company
fails to give timely notice that it has elected to exercise its option to
terminate the Revolving Credit or other commitments, if applicable, as set
forth above, then the Revolving Credit and the Swing Line, and/or the Line of
Credit and such other commitments shall automatically terminate as of the last
day of the aforesaid forty-five (45) day period, in which event all sums then
outstanding to Banks and to Agent hereunder shall be due and payable in full.

12. AGENT

12.1 Appointment of Agent. Each Bank and the holder of each Note
appoints and authorizes Agent to act on behalf of such Bank or holder under the
Loan Documents and to exercise such powers hereunder and thereunder as are
specifically delegated to or required of Agent by the terms hereof and thereof,
together with such powers as may be reasonably incidental thereto. Each Bank
agrees (which agreement shall survive any termination of this Agreement) to
reimburse Agent for all reasonable out-of-pocket expenses (including house and
outside attorneys' fees) incurred by Agent hereunder or in connection herewith
or with an Event of Default or in enforcing the obligations of Company or any
of the Permitted Borrowers under this Agreement or the other Loan Documents or
any other instrument executed pursuant hereto, and for which Agent is not
reimbursed by Company or such Permitted Borrower, pro rata according to such
Bank's Percentage, but excluding any such expenses resulting from Agent's gross
negligence or willful misconduct. Agent shall not be required to take any
action under the Loan Documents, or to prosecute or defend any suit in respect
of the Loan Documents, unless indemnified to its satisfaction by the Banks
against loss, costs, liability and expense (excluding liability resulting from
its gross negligence or willful misconduct). If any indemnity furnished to
Agent shall become impaired, it may call for additional indemnity and cease to
do the acts indemnified against until such additional indemnity is given.

12.2 Deposit Account with Agent. Each of Company and the
Permitted Borrowers hereby authorizes Agent to charge its general deposit
account, if any, maintained with Agent for the amount of any principal,
interest, or other amounts or costs due under this Agreement when the same
becomes due and payable under the terms of this Agreement or the Notes.

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12.3 Exculpatory Provisions. Agent agrees to exercise its rights
and powers, and to perform its duties, as Agent hereunder and under the other
Loan Documents in accordance with its usual customs and practices in
bank-agency transactions, but only upon and subject to the express terms and
conditions of this Section 12 (and no implied covenants or other obligations
shall be read into this Agreement against the Agent); neither Agent nor any of
its directors, officers, employees or agents shall be liable to any Bank for
any action taken or omitted to be taken by it or them under this Agreement or
any document executed pursuant hereto, or in connection herewith or therewith,
except for its or their own willful misconduct or gross negligence, nor be
responsible for any recitals or warranties herein or therein, or for the
effectiveness, enforceability, validity or due execution of this Agreement or
any document executed pursuant hereto, or any security thereunder, or to make
any inquiry respecting the performance by Company, any of its Subsidiaries or
any of the Permitted Borrowers of its obligations hereunder or thereunder.
Agent shall not have, or be deemed to have, a fiduciary relationship with any
Bank by reason of this Agreement. Agent shall be entitled to rely upon advice
of counsel concerning legal matters and upon any notice, consent, certificate,
statement or writing which it believes to be genuine and to have been presented
by a proper person.

12.4 Successor Agents. Agent may resign as such at any time upon
at least 30 days prior notice to Company and all Banks. If Agent at any time
shall resign or if the office of Agent shall become vacant for any other
reason, Majority Banks shall, by written instrument, appoint a successor Agent
(consisting of Co-Agent, or of any other Bank or financial institution
satisfactory to such Majority Banks) which shall thereupon become Agent
hereunder and shall be entitled to receive from the prior Agent such documents
of transfer and assignment as such successor Agent may reasonably request. Such
successor Agent shall succeed to all of the rights and obligations of the
retiring Agent as if originally named. The retiring Agent shall duly assign,
transfer and deliver to such successor Agent all moneys at the time held by the
retiring Agent hereunder after deducting therefrom its expenses for which it is
entitled to be reimbursed. Upon such succession of any such successor Agent,
the retiring agent shall be discharged from its duties and obligations
hereunder, except for its gross negligence or willful misconduct arising prior
to its retirement hereunder, and the provisions of this Section 12 shall
continue in

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effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent.

12.5 Loans by Agent. Agent shall have the same rights and powers
with respect to the credit extended by it and the Notes held by it as any Bank
and may exercise the same as if it were not Agent, and the term "Bank" and,
when appropriate, "holder" shall include Agent in its individual capacity.

12.6 Credit Decisions. Each Bank acknowledges that it has,
independently of Agent and each other Bank and based on the financial
statements of Company, the Permitted Borrowers and the Subsidiaries and such
other documents, information and investigations as it has deemed appropriate,
made its own credit decision to extend credit hereunder from time to time. Each
Bank also acknowledges that it will, independently of Agent and each other Bank
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any document executed pursuant hereto.

12.7 Notices by Agent. Agent shall give prompt notice to each
Bank of its receipt of each notice or request required or permitted to be given
to Agent by Company or a Permitted Borrower pursuant to the terms of this
Agreement and shall promptly distribute to the Banks any reports received from
the Company or any of its Subsidiaries or any of the Permitted Borrowers under
the terms hereof, or other material information or documents received by Agent,
in its capacity as Agent, from the Company, its Subsidiaries or the Permitted
Borrowers.

12.8 Agent's Fees. Commencing on January 1, 1997 and on the first
day of each calendar quarter thereafter until the Indebtedness has been repaid
and no commitment to fund any loan hereunder is outstanding, the Company and
the Permitted Borrower, jointly and severally, shall pay to Agent an agency fee
set forth (or to be set forth from time to time) in a letter agreement between
or among Company, Permitted Borrowers and Agent. The Agent's Fees described in
this Section 12.8 shall not be refundable under any circumstances.

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12.9 Nature of Agency. The appointment of Agent as agent is for
the convenience of Banks, Company and the Permitted Borrowers in making
Advances of the Revolving Credit, the Line of Credit or any other Indebtedness
of Company or the Permitted Borrowers hereunder, and collecting fees and
principal and interest on the Indebtedness. No Bank is purchasing any
Indebtedness from Agent and this Agreement is not intended to be a purchase or
participation agreement.

12.10 Authority of Agent to Enforce Notes and This Agreement. Each
Bank, subject to the terms and conditions of this Agreement (including, without
limitation, any required approval or direction of the Majority Banks or the
Banks, as applicable, to be obtained by or given to the Agent hereunder),
authorizes the Agent with full power and authority as attorney-in-fact to
institute and maintain actions, suits or proceedings for the collection and
enforcement of the Notes and to file such proofs of debt or other documents as
may be necessary to have the claims of the Banks allowed in any proceeding
relative to the Company, any of its Subsidiaries, any of the Permitted
Borrowers or its creditors or affecting its properties, and to take such other
actions which Agent considers to be necessary or desirable for the protection,
collection and enforcement of the Notes, this Agreement or the other Loan
Documents, but in each case only to the extent of any required approval or
direction of the Majority Banks or the Banks, as applicable, obtained by or
given to the Agent hereunder.

12.11 Indemnification. The Banks agree to indemnify the Agent in
its capacity as such, to the extent not reimbursed by the Company or the
Permitted Borrowers, pro rata according to their respective Percentages, from
and against any and all claims, liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, and reasonable out-of-pocket
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement or any of the other Loan Documents or any action
taken or omitted to be taken or suffered in good faith by the Agent hereunder,
provided that no Bank shall be liable for any portion of any of the foregoing
items resulting from the gross negligence or willful misconduct of the Agent or
any of its officers, employees, directors or agents.

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12.12 Knowledge of Default. It is expressly understood and agreed
that the Agent (whether in its capacity as issuing bank, Swing Line Bank or
otherwise) shall be entitled to assume that no Default or Event of Default has
occurred and is continuing, unless the officers of the Agent immediately
responsible for matters concerning this Agreement shall have actual (rather
than constructive) knowledge of such occurrence or shall have been notified in
writing by a Bank that such Bank considers that a Default or an Event of
Default has occurred and is continuing, and specifying the nature thereof. Upon
obtaining actual knowledge of any Default or Event of Default as described
above, the Agent shall promptly, but in any event within three (3) Business
Days after obtaining knowledge thereof, notify each Bank of such Default or
Event of Default and the action, if any, the Agent proposes be taken with
respect thereto.

12.13 Agent's Authorization; Action by Banks. Except as otherwise
expressly provided herein, whenever the Agent is authorized and empowered
hereunder on behalf of the Banks to give any approval or consent, or to make
any request, or to take any other action, on behalf of the Banks (including
without limitation the exercise of any right or remedy hereunder or under the
other Loan Documents), the Agent shall be required to give such approval or
consent, or to make such request or to take such other action only when so
requested in writing by the Majority Banks or the Banks, as applicable
hereunder. Action that may be taken by Majority Banks or all of the Banks, as
the case may be (as provided for hereunder), may be taken (i) pursuant to a
vote at a meeting (which may be held by telephone conference call) as to which
all of the Banks have been given reasonable advance notice (subject to the
requirement that amendments, waivers or consents under Section 13.11 hereof be
made in writing by the Majority Banks or all the Banks, as applicable), or (ii)
pursuant to the written consent of the requisite Percentages of the Banks as
required hereunder, provided that all of the Banks are given reasonable advance
notice of the requests for such consent.

12.14 Enforcement Actions by the Agent. Except as otherwise
expressly provided under this Agreement or in any of the other Loan Documents
and subject to the terms hereof, Agent will take such action, assert such
rights and pursue such remedies under this Agreement and the other Loan
Documents as the Majority Banks or all of the Banks, as the case may be (as
provided for hereunder), shall

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direct. Except as otherwise expressly provided in any of the Loan Documents,
Agent will not (and will not be obligated to) take any action, assert any
rights or pursue any remedies under this Agreement or any of the other Loan
Documents in violation or contravention of any express direction or instruction
of the Majority Banks or all of the Banks, as the case may be (as provided for
hereunder). Agent may refuse (and will not be obligated) to take any action,
assert any rights or pursue any remedies under this Agreement or any of the
other Loan Documents in the absence of the express written direction and
instruction of the Majority Banks or all of the Banks, as the case may be (as
provided for hereunder). In the event Agent fails, within a commercially
reasonable time, to take such action, assert such rights, or pursue such
remedies as the Majority Banks or all of the Banks, as the case may be (as
provided for hereunder), shall direct in conformity with this Agreement, the
Majority Banks or all of the Banks, as the case may be (as provided for
hereunder), shall have the right to take such action, to assert such rights, or
pursue such remedies on behalf of all of the Banks unless the terms hereof
otherwise require the consent of all the Banks to the taking of such actions
(in which event all of the Banks must join in such action). Except as expressly
provided above or elsewhere in this Agreement or the other Loan Documents, no
Bank (other than the Agent, acting in its capacity as Agent) shall be entitled
to take any enforcement action of any kind under any of the Loan Documents.

12.15 Co-Agents. Each of Lasalle National Bank and The Bank of
New York have been designated by the Company as "Co-Agents" under this
Agreement. Other than their rights and remedies as Banks hereunder, the
Co-Agents shall have no administrative, collateral or other rights or
responsibilities, provided, however, that the Co-Agents shall be entitled to
the benefits afforded to Agent under Sections 12.5 and 12.6 hereof.

13. MISCELLANEOUS

13.1 Accounting Principles. Where the character or amount of any
asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for
the purposes of this Agreement, it shall be done in accordance with GAAP.

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13.2 Consent to Jurisdiction. Each of the Company and the
Permitted Borrowers hereby irrevocably submits to the non-exclusive
jurisdiction of any United States Federal or Michigan state court sitting in
Detroit in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents and each of the Company and the
Permitted Borrowers hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in any such United States
Federal or Michigan state court. Each of the Permitted Borrowers irrevocably
appoints the Company as its agent for service of process. Each of the Company
and the Permitted Borrowers irrevocably consents to the service of any and all
process in any such action or proceeding brought in any court in or of the
State of Michigan by the delivery of copies of such process to the Company at
its address specified on the signature page hereto or by certified mail
directed to such address. Nothing in this Section shall affect the right of the
Banks and the Agent to serve process in any other manner permitted by law or
limit the right of the Banks or the Agent (or any of them) to bring any such
action or proceeding against the Company or the Permitted Borrowers or any of
its or their property in the courts of any other jurisdiction. Each of the
Company and the Permitted Borrowers hereby irrevocably waives any objection to
the laying of venue of any such suit or proceeding in the above described
courts.

13.3 Law of Michigan. This Agreement and the Notes have been
delivered at Detroit, Michigan, and shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan, except as and to
the extent expressed to the contrary in any of the Loan Documents. Whenever
possible each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.

13.4 Interest. In the event the obligation of the Company or any
of the Permitted Borrowers to pay interest on the principal balance of the
Notes is or becomes in excess of the maximum interest rate which the Company or
each Permitted Borrower is permitted by law to contract or agree to pay, giving
due consideration to the execution date of this Agreement, then, in

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that event, the rate of interest applicable with respect to such Bank's
Percentage of the Revolving Credit or of the Line of Credit, as applicable,
shall be deemed to be immediately reduced to such maximum rate and all previous
payments in excess of the maximum rate shall be deemed to have been payments in
reduction of principal and not of interest.

13.5 Closing Costs; Other Costs. Company and each of the
Permitted Borrowers, jointly and severally, shall pay or reimburse (a) Agent
for payment of, on demand, all reasonable closing costs and expenses,
including, by way of description and not limitation, reasonable in- house and
outside attorney fees and advances, appraisal and accounting fees, lien search
fees, and required travel costs, incurred by Agent in connection with the
commitment, consummation and closing of the loans contemplated hereby, or in
connection with any refinancing or restructuring of the loans or Advances
provided under this Agreement or the other Loan Documents, or any amendment
thereof requested by Company or the Permitted Borrowers, and (b) Agent and each
of the Banks, as the case may be, for all stamp and other taxes and duties
payable or determined to be payable in connection with the execution, delivery,
filing or recording of this Agreement and the other Loan Documents and the
consummation of the transactions contemplated hereby, and any and all
liabilities with respect to or resulting from any delay in paying or omitting
to pay such taxes or duties. Furthermore, all reasonable costs and expenses,
including without limitation attorney fees, incurred by Agent and, after the
occurrence and during the continuance of an Event of Default, by the Banks in
revising, preserving, protecting, exercising or enforcing any of its or any of
the Banks' rights against Company or the Permitted Borrowers, or otherwise
incurred by Agent and the Banks in connection with any Event of Default or the
enforcement of the loans (whether incurred through negotiations, legal
proceedings or otherwise), including by way of description and not limitation,
such charges in any court or bankruptcy proceedings or arising out of any claim
or action by any person against Agent or any Bank which would not have been
asserted were it not for Agent's or such Bank's relationship with Company and
the Permitted Borrowers hereunder or otherwise, shall also be paid by Company
and the Permitted Borrower. All of said amounts required to be paid by Company
and Permitted Borrowers hereunder and not paid forthwith upon demand, as
aforesaid, shall bear interest, from the date

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incurred to the date payment is received by Agent, at the Prime-based Rate,
plus three percent (3%).

13.6 Notices. Except as otherwise provided herein, all notices or
demand hereunder to the parties hereto shall be sufficient if made in writing
and delivered by messenger or deposited in the mail (certified or registered
mail (or the equivalent thereof), postage prepaid), and addressed to the
parties as set forth on Schedule 13.6 of this Agreement and to Permitted
Borrowers at the Company's address as set forth on Schedule 13.6 or at such
other address as such party may, by written notice received by the other
parties hereto, have designated as its address for such purpose. Any notice or
demand given to the Company hereunder shall be deemed given to each of the
Permitted Borrowers, whether or not said notice or demand is addressed to or
received by such Permitted Borrower.

13.7 Further Action. Company and the Permitted Borrowers, from
time to time, upon written request of Agent will make, execute, acknowledge and
deliver or cause to be made, executed, acknowledged and delivered, all such
further and additional instruments, and take all such further action, as may be
required to carry out the intent and purpose of this Agreement, and to provide
for Advances under and payment of the Notes, according to the intent and
purpose herein and therein expressed.

13.8 Successors and Assigns; Assignments and Participations.

(a) This Agreement shall be binding upon and shall inure
to the benefit of Company and the Permitted Borrowers and the Banks and their
respective successors and assigns.

(b) The foregoing shall not authorize any assignment by
Company or any of the Permitted Borrowers, of its rights or duties hereunder,
and no such assignment shall be made (or effective) without the prior written
approval of the Banks.

(c) The Company, Permitted Borrowers and Agent
acknowledge that each of the Banks may at any time and from time to time,
subject to the terms and conditions hereof, assign or grant participations in
such Bank's rights and obligations hereunder and under the other Loan Documents
to any commercial bank, savings and loan association, insurance company,
pension fund, mutual fund,

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commercial finance company or other similar financial institution, the identity
of which institution is approved by Company and Agent, such approval not to be
unreasonably withheld or delayed; provided, however, that (i) the approval of
Company shall not be required upon the occurrence and during the continuance of
a Default or Event of Default and (ii) the approval of Company and Agent shall
not be required for any such sale, transfer, assignment or participation to the
Affiliate of an assigning Bank, any other Bank or any Federal Reserve Bank; and
provided further that the aggregate assignments and participation interests
sold by a Bank (other than pursuant to subparagraph (ii) of this Section
13.8(c)) do not exceed fifty percent (50%) of its original interest therein.
The Company and each of Permitted Borrowers authorize each Bank to disclose to
any prospective assignee or participant, once approved by Company and Agent,
any and all financial information in such Bank's possession concerning the
Company and such Permitted Borrower which has been delivered to such Bank
pursuant to this Agreement; provided that each such prospective participant
shall execute a confidentiality agreement consistent with the terms of Section
13.13 hereof.

(d) Each assignment by a Bank of any portion of its
rights and obligations hereunder and under the other Loan Documents, other than
assignments to such Bank's Affiliates under Section 13.8(f) hereof, shall be
made pursuant to an Assignment Agreement ("Assignment Agreement") substantially
(as determined by Agent), in the form attached hereto as Exhibit G (with
appropriate insertions acceptable to Agent) and shall be subject to the terms
and conditions hereof, and to the following restrictions:

(i) each assignment shall cover all of the Notes
issued by Company and the Permitted Borrowers
hereunder to the assigning Bank (and not any
particular Note or Notes), and shall be for a
fixed and not varying percentage thereof,
with the same percentage applicable to each
such Note;

(ii) each assignment shall be in a minimum amount
of Five Million Dollars ($5,000,000);

(iii) no assignment shall violate any "blue sky" or
other securities law of any jurisdiction or

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shall require the Company, any Permitted
Borrower or any other Person to file a
registration statement or similar application
with the United States Securities and
Exchange Commission (or similar state
regulatory body) or to qualify under the
"blue sky" or other securities laws of any
jurisdiction; and

(iv) no assignment shall be effective unless Agent
has received from the assignee (or from the
assigning Bank) an assignment fee of $3,500
for each such assignment.

In connection with any assignment subject to this Section 13.8(d), Company,
each of the Permitted Borrowers and Agent shall be entitled to continue to deal
solely and directly with the assigning Bank in connection with the interest so
assigned until (x) the Agent shall have received a notice of assignment duly
executed by the assigning Bank and an Assignment Agreement (with respect
thereto) duly executed by the assigning Bank and each assignee; and (y) the
assigning Bank shall have delivered to the Agent the original of each Note held
by the assigning Bank under this Agreement. From and after the date on which
the Agent shall notify Company and the Bank which has accepted an assignment
subject to this Section 13.8(d) that the foregoing conditions shall have been
satisfied and all consents (if any) required shall have been given, the
assignee thereunder shall be deemed to be a party to this Agreement. To the
extent that rights and obligations hereunder shall have been assigned to such
assignee as provided in such notice of assignment (and Assignment Agreement),
such assignee shall have the rights and obligations of a Bank under this
Agreement and the other Loan Documents (including without limitation the right
to receive fees payable hereunder in respect of the period following such
assignment). In addition, the assigning Bank, to the extent that rights and
obligations hereunder shall have been assigned by it as provided in such notice
of assignment (and Assignment Agreement), but not otherwise, shall relinquish
its rights and be released from its obligations under this Agreement and the
other Loan Documents.

Within five (5) Business Days following Company's receipt of notice from the
Agent that Agent has accepted and executed a notice of assignment and the duly
executed Assignment Agreement, Company and

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the Permitted Borrowers shall, to the extent applicable, execute and deliver to
the Agent in exchange for any surrendered Note, new Note(s) payable to the
order of the assignee in an amount equal to the amount assigned to it pursuant
to such notice of assignment (and Assignment Agreement), and with respect to
the portion of the Indebtedness retained by the assigning Bank, to the extent
applicable, new Note(s) payable to the order of the assigning Bank in an amount
equal to the amount retained by such Bank hereunder shall be executed and
delivered by the Company and the Permitted Borrowers. Agent, the Banks and the
Company and the Permitted Borrowers acknowledge and agree that any such new
Note(s) shall be given in renewal and replacement of the surrendered Notes and
shall not effect or constitute a novation or discharge of the Indebtedness
evidenced by any surrendered Note, and each such new Note may contain a
provision confirming such agreement. In addition, promptly following receipt of
such Notes, Agent shall prepare and distribute to Company, the Permitted
Borrowers and each of the Banks a revised Exhibit D to this Agreement setting
forth the applicable new Percentages of the Banks (including the assignee
Bank), taking into account such assignment.

(e) Each Bank agrees that any participation agreement
permitted hereunder shall comply with all applicable laws and shall be subject
to the following restrictions (which shall be set forth in the applicable
participation agreement):

(i) such Bank shall remain the holder of its Notes
hereunder, notwithstanding any such
participation;

(ii) except as expressly set forth in this Section
13.8(e) with respect to rights of setoff and
the benefits of Section 11 hereof, a
participant shall have no direct rights or
remedies hereunder;

(iii) a participant shall not reassign or transfer,
or grant any sub-participations in its
participation interest hereunder or any part
thereof; and

(iv) such Bank shall retain the sole right and
responsibility to enforce the obligations of

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the Company and Permitted Borrowers relating
to the Notes and the other Loan Documents,
including, without limitation, the right to
proceed against any Guaranties, or cause
Agent to do so (subject to the terms and
conditions hereof), and the right to approve
any amendment, modification or waiver of any
provision of this Agreement without the
consent of the participant, except for those
matters covered by Section 13.11(a) through
(e) and (h) hereof (provided that a
participant may exercise approval rights over
such matters only on an indirect basis,
acting through such Bank, and Company,
Permitted Borrowers, Agent and the other
Banks may continue to deal directly with such
Bank in connection with such Bank's rights
and duties hereunder).

Company and each of the Permitted Borrowers each agrees that each participant
shall be deemed to have the right of setoff under Section 10.4 hereof in
respect of its participation interest in amounts owing under this Agreement and
the other Loan Documents to the same extent as if the Indebtedness were owing
directly to it as a Bank under this Agreement, shall be subject to the pro rata
recovery provisions of Section 10.3 hereof and shall be entitled to the
benefits of Section 11 hereof. The amount, terms and conditions of any
participation shall be as set forth in the participation agreement between the
issuing Bank and the Person purchasing such participation, and none of the
Company, none of the Permitted Borrowers, the Agent and the other Banks shall
have any responsibility or obligation with respect thereto, or to any Person to
whom any such participation may be issued. No such participation shall relieve
any issuing Bank of any of its obligations under this Agreement or any of the
other Loan Documents, and all actions hereunder shall be conducted as if no
such participation had been granted.

(f) Each assignment by a Bank to its Affiliates of all
or any portion of the Notes, or any Advances thereunder, may be made on such
terms and conditions as determined by such Bank (rather than pursuant to
Section 13.8(d) hereof), provided however that (i) following each such
assignment, the assigning Bank shall

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remain responsible for the performance of its obligations under this Agreement
and the other Loan Documents (including without limitation its obligations in
respect of any Notes and Advances thereunder so assigned), and each such
Affiliate assignee shall not be deemed a "Bank" hereunder, (ii) Company, the
Permitted Borrowers and the Agent shall be entitled to continue to deal solely
and directly with such assigning Bank in connection with such Bank's rights and
obligations under this Agreement and the other Loan Documents, (iii) such
assigning Bank shall retain the sole right and responsibility to enforce the
obligations of Company and the Permitted Borrowers (including Company or the
applicable Permitted Borrower whose Notes or Advances thereunder have been so
assigned) under this Agreement and the other Loan Documents. In connection with
assignments to its Affiliates under this Section 13.8(f), an assigning Bank
shall act as agent for its Affiliates having received assignments hereunder,
and may appoint such Affiliates as such Bank's applicable Eurocurrency Lending
Office. Furthermore with respect to such assignments under this Section
13.8(f), it is expressly acknowledged that the assignment fee provided for in
Section 13.8(d)(iv) shall not apply.

(g) Nothing in this Agreement, the Notes or the other
Loan Documents, expressed or implied, is intended to or shall confer on any
Person other than the respective parties hereto and thereto and their
successors and assignees and participants permitted hereunder and thereunder
any benefit or any legal or equitable right, remedy or other claim under this
Agreement, the Notes or the other Loan Documents.

13.9 Indulgence. No delay or failure of Agent and the Banks in
exercising any right, power or privilege hereunder shall affect such right,
power or privilege nor shall any single or partial exercise thereof preclude
any other or further exercise thereof, or the exercise of any other right,
power or privilege. The rights of Agent and the Banks hereunder are cumulative
and are not exclusive of any rights or remedies which Agent and the Banks would
otherwise have.

13.10 Counterparts. This Agreement may be executed in several
counterparts, and each executed copy shall constitute an original instrument,
but such counterparts shall together constitute but one and the same
instrument.

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13.11 Amendment and Waiver. No amendment or waiver of any
provision of this Agreement or any other Loan Document, or consent to any
departure by the Company or the Permitted Borrowers therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Majority Banks (or signed by the Agent at the direction of the Majority Banks),
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) subject the Banks to any additional
obligations, (b) reduce the principal of, or interest on, the Notes or any Fees
or other amounts payable hereunder, (c) postpone any date fixed for any payment
of principal of, or interest on, the Notes or any Fees or other amounts payable
hereunder, (d) waive any Event of Default specified in Section 9.1(a) or (b)
hereof, (e) release or defer the granting or perfecting of a lien or security
interest in any collateral or release any guaranty or similar undertaking
provided by any Person, except as shall be otherwise expressly provided in this
Agreement or any other Loan Document, (f) take any action which requires the
signing of all Banks pursuant to the terms of this Agreement or any other Loan
Document, (g) change the aggregate unpaid principal amount of the Notes which
shall be required for the Banks or any of them to take any action under this
Agreement or any other Loan Document, (h) change this Section 13.11, or (i)
change the definition of "Majority Banks" or "Percentage", and provided
further, however, that no amendment, waiver, or consent shall, unless in
writing and signed by the Agent in addition to all the Banks, affect the rights
or duties of the Agent under this Agreement or any other Loan Document, whether
in its capacity as Agent, issuing bank or Swing Line Bank. All references in
this Agreement to "Banks" or "the Banks" shall refer to all Banks, unless
expressly stated to refer to Majority Banks.

13.12 Taxes and Fees. Should any tax (other than a tax based upon
the net income of any Bank or Agent by any jurisdiction where a Bank or Agent
is located), recording or filing fee become payable in respect of this
Agreement or any of the other Loan Documents or any amendment, modification or
supplement hereof or thereof, the Company and each of the Permitted Borrowers,
jointly and severally, agrees to pay the same together with any interest or
penalties thereon and agrees to hold the Agent and the Banks harmless with
respect thereto.

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13.13 Confidentiality. Each Bank agrees that without the prior
consent of Company, it will not disclose (other than to its employees, to
another Bank or to its auditors or counsel) any information with respect to the
Company or any of its Subsidiaries or any of the Permitted Borrowers which is
furnished pursuant to the terms and conditions of this Agreement or any of the
other Loan Documents or which is designated (in writing) by Company or any of
the Permitted Borrowers to be confidential; provided that any Bank may disclose
any such information (a) as has become generally available to the public or has
been lawfully obtained by such Bank from any third party under no duty of
confidentiality to the Company or such Permitted Borrower known to such Bank
after reasonable inquiry, (b) as may be required or appropriate in any report,
statement or testimony submitted to, or in respect of any inquiry by, any
municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Bank, including the Board of Governors of the Federal
Reserve System of the United States or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
respect of any summons or subpoena or in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such
Bank, and (e) to any permitted transferee or assignee or to any approved
participant of, or with respect to, the Notes, as aforesaid.

13.14 Withholding Taxes. If any Bank is not incorporated under the
laws of the United States or a state thereof, such Bank shall promptly (but in
any event prior to the initial payment of interest hereunder) deliver to the
Agent two executed copies of (i) Internal Revenue Service Form 1001 specifying
the applicable tax treaty between the United States and the jurisdiction of
such Bank's domicile which provides for the exemption from withholding on
interest payments to such Bank, (ii) Internal Revenue Service Form 4224
evidencing that the income to be received by such Bank hereunder is effectively
connected with the conduct of a trade or business in the United States or (iii)
other evidence satisfactory to the Agent that such Bank is exempt from United
States income tax withholding with respect to such income; provided, however,
that such Bank shall not be required to deliver to Agent the aforesaid forms or
other evidence with respect to (i) Advances to any Foreign Subsidiary which is
or becomes a Permitted Borrower hereunder or (ii) with respect to Advances to
the Company or any Domestic

155
<PAGE> 166

Subsidiary which subsequently becomes a Permitted Borrower hereunder, if such
Bank has assigned (pursuant to Section 13.8(f) hereof) those Notes (and the
Advances thereunder) issued to it by the Company, or any Domestic Subsidiary
which subsequently becomes a Permitted Borrower hereunder, to an Affiliate
which is incorporated under the laws of the United States or a state thereof,
and so notifies the Agent. Such Bank shall amend or supplement any such form or
evidence as required to insure that it is accurate, complete and non-misleading
at all times. Promptly upon notice from the Agent of any determination by the
Internal Revenue Service that any payments previously made to such Bank
hereunder were subject to United States income tax withholding when made, such
Bank shall pay to the Agent the excess of the aggregate amount required to be
withheld from such payments over the aggregate amount actually withheld by the
Agent. In addition, from time to time upon the reasonable request and at the
sole expense of the Company or the Permitted Borrowers, each Bank and the Agent
shall (to the extent it is able to do so based upon applicable facts and
circumstances), complete and provide the Company or the Permitted Borrowers
with such forms, certificates or other documents as may be reasonably necessary
to allow the Company or the Permitted Borrowers, as applicable, to make any
payment under this Agreement or the other Loan Documents without any
withholding for or on the account of any tax under Section 10.1(d) hereof (or
with such withholding at a reduced rate), provided that the execution and
delivery of such forms, certificates or other documents does not adversely
affect or otherwise restrict the right and benefits (including without
limitation economic benefits) available to such Bank or the Agent, as the case
may be, under this Agreement or any of the other Loan Documents, or under or in
connection with any transactions not related to the transactions contemplated
hereby.

13.15 Effective Upon Execution. This Agreement shall become
effective upon the execution hereof by Banks, Agent, the Company and the
Permitted Borrowers signatory hereto, and the issuance by the Company and such
Permitted Borrowers, as applicable, of the Line of Credit Notes, Revolving
Credit Notes, and the Swing Line Notes hereunder, and shall remain effective
until the Indebtedness has been repaid and discharged in full and no commitment
to extend any credit hereunder remains outstanding. Those Permitted Borrowers
not signatories to this Agreement on the effective date thereof shall become
obligated hereunder (and shall be deemed parties to

156
<PAGE> 167

this Agreement) upon their execution and delivery, according to the terms
hereof, of the aforesaid Notes.

13.16 Severability. In case any one or more of the obligations of
the Company or any of the Permitted Borrowers under this Agreement, the Notes
or any of the other Loan Documents shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
obligations of the Company or such Permitted Borrower shall not in any way be
affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Company or such Permitted Borrower
under this Agreement, the Notes or any of the other Loan Documents in any other
jurisdiction.

13.17 Table of Contents and Headings. The table of contents and
the headings of the various subdivisions hereof are for convenience of
reference only and shall in no way modify or affect any of the terms or
provisions hereof.

13.18 Construction of Certain Provisions. If any provision of this
Agreement or any of the other Loan Documents refers to any action to be taken
by any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person, whether or not expressly specified in such provision.

13.19 Independence of Covenants. Each covenant hereunder shall be
given independent effect (subject to any exceptions stated in such covenant) so
that if a particular action or condition is not permitted by any such covenant
(taking into account any such stated exception), the fact that it would be
permitted by an exception to, or would be otherwise within the limitations of,
another covenant shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or such condition exists.

13.20 Reliance on and Survival of Various Provisions. All terms,
covenants, agreements, representations and warranties of the Company or any
party to any of the Loan Documents made herein or in any of the other Loan
Documents or in any certificate, report, financial statement or other document
furnished by or on behalf of the Company, any such party in connection with
this Agreement or any of the other Loan Documents shall be deemed to have been
relied

157
<PAGE> 168

upon by the Banks, notwithstanding any investigation heretofore or hereafter
made by any Bank or on such Bank's behalf, and those covenants and agreements
of the Company and the Permitted Borrowers set forth in Section 11.8 hereof
(together with any other indemnities of the Company or the Permitted Borrowers
contained elsewhere in this Agreement or in any of the other Loan Documents,
including but not limited to Sections 7.14, 11.1, 11.7, 11.10, 13.5 and 13.12)
and of Banks set forth in Sections 12.1, 12.12 and 13.13 hereof shall,
notwithstanding anything to the contrary contained in this Agreement, survive
the repayment in full of the Indebtedness and the termination of any
commitments to make Advances hereunder.

13.21 Complete Agreement; Amendment and Restatement. This
Agreement, the Notes, any Requests for Advance or Letters of Credit hereunder,
the other Loan Documents and any agreements, certificates, or other documents
given to secure the Indebtedness, contain the entire agreement of the parties
hereto, and none of the parties hereto shall be bound by anything not expressed
in writing. This Agreement constitutes an amendment and restatement of the
Prior Credit Agreement, which Prior Credit Agreement is fully superseded and
amended and restated in its entirety hereby; provided, however, that the
Indebtedness governed by the Prior Credit Agreement shall remain outstanding
and in full force and effect and provided further that this Agreement does not
constitute a novation of such Indebtedness.

[SIGNATURES FOLLOW ON SUCCEEDING PAGES]

158
<PAGE> 169

WITNESS the due execution hereof as of the day and year first above
written.

COMPANY: AGENT:

CREDIT ACCEPTANCE CORPORATION COMERICA BANK, As Agent

By:___________________________ By:___________________________

Its:__________________________ Its:__________________________

CREDIT ACCEPTANCE CORPORATION
UK LIMITED

By:___________________________

Its:__________________________

BANKS:

COMERICA BANK

By:___________________________

Its:__________________________

LASALLE NATIONAL BANK

By:___________________________

159
<PAGE> 170

Its:__________________________

THE FIRST NATIONAL BANK OF
CHICAGO

By:___________________________

Its:__________________________

BANK HAPOALIM, B.M., CHICAGO BRANCH

By:___________________________

Its:__________________________

And

By:___________________________

Its:__________________________

THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH

By:___________________________

Its:__________________________

and

160
<PAGE> 171

By:___________________________

Its:__________________________

HARRIS TRUST AND SAVINGS BANK

By:___________________________

Its:__________________________

THE BANK OF NEW YORK

By:___________________________

Its:__________________________

THE FIFTH THIRD BANK OF NORTHWESTERN
OHIO, N.A.

By:___________________________

Its:__________________________

CIBC INC.

By:___________________________

161
<PAGE> 172

Its:__________________________

162
<PAGE> 173

UNITED STATES NATIONAL BANK OF OREGON

By:___________________________

Its:__________________________

and

By:___________________________

Its:__________________________

THE BANK OF TOKYO-MITSUBISHI, LTD.
(CHICAGO BRANCH)

By:___________________________

Its:__________________________

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. (CHICAGO BRANCH)

By:___________________________

Its:__________________________

163
<PAGE> 174

CREDIT LYONNAIS

By:___________________________

Its:__________________________

and

By:___________________________

Its:__________________________

FIRST UNION NATIONAL BANK OF NORTH
CAROLINA

By:___________________________

Its:__________________________

FIRSTAR BANK MILWAUKEE, N.A.

By:___________________________

Its:__________________________

NATIONSBANK, N.A.

By:___________________________

Its:__________________________

164
<PAGE> 175

THE BANK OF NOVA SCOTIA

By:___________________________

Its:__________________________

CANADIAN IMPERIAL BANK OF COMMERCE

By:___________________________

Its:__________________________

165
<PAGE> 176

SCHEDULE 4.1(1)

PRICING MATRIX

APPLICABLE MARGIN FOR APPLICABLE FEE PERCENTAGE FOR
----------------------------------------------------------------------------------------------------
IF THE COMPANY'S(2) PRIME-BASED EUROCURRENCY-BASED LINE OF CREDIT REVOLVING CREDIT LETTER CREDIT
RATING LEVEL IS: RATE RATE FACILITY FEE FACILITY FEE FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Rating Level 1 0% .6125% .1875% .1875% .7375%
- ---------------------------------------------------------------------------------------------------------------------------------
Rating Level 2 0% .75% .2000% .2000% .8750%
(and Rating Level 1
does not apply)
- ---------------------------------------------------------------------------------------------------------------------------------
Rating Level 3 0% .825% .2250% .2250% .9500%
(and neither Rating
Level 1 nor Rating
Level 2 applies)
- ---------------------------------------------------------------------------------------------------------------------------------
Rating Level 4 0% 1.00% .2500% .2500% 1.125%
(and none of Rating
Levels 1, 2 or 3
applies)
- ---------------------------------------------------------------------------------------------------------------------------------
Rating Level 5 0% 1.20% .4000% .4000% 1.325%
(and none of Rating
Levels 1 through 4
applies)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
__________________________________

(1) All terms as defined in the Agreement.

(2) The debt rating in effect at any date is that in effect at the close of
business on such date.
<PAGE> 177

SCHEDULE 13.6

ADDRESSES FOR NOTICES

COMPANY: AGENT:

CREDIT ACCEPTANCE CORPORATION COMERICA BANK, As Agent
25005 W. 12 Mile Road One Detroit Center
Southfield, MI 48034 500 Woodward Avenue
Attention: Richard E. Beckman Detroit, Michigan 48226
Fax No.: (810) 827-8513 Attention: William B. Murdock
Fax No.: (313) 222-9424

CREDIT ACCEPTANCE CORPORATION
UK LIMITED
25005 W. 12 Mile Road
Southfield, Michigan 48034
Attention: Richard E. Beckman
Fax No.: (810) 827-8513

BANKS:

COMERICA BANK
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: William B. Murdock
Fax No.: (313) 222-3503

LASALLE NATIONAL BANK
135 South LaSalle Street
Suite 302
Chicago, Illinois 60603
Attention: David C. Schmidt
Fax No.: (312) 904-6382

THE FIRST NATIONAL BANK OF
CHICAGO
One First National Plaza,

1
<PAGE> 178

Suite 0084
Chicago, Illinois 60670-0084
Attention: Jonathan Kingsepp
Fax No.: (312) 732-6222

BANK HAPOALIM, B.M., CHICAGO BRANCH
225 North Michigan Avenue,
Suite 900
Chicago, Illinois 60601-7601
Attention: Thomas J. Hepperle
Fax No.: (312) 228-6490

THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
233 South Wacker Drive
Suite 5400
Chicago, Illinois 60606
Attention: Mr. Thomas Garza
Fax No.: (312) 993-6255

HARRIS TRUST AND SAVINGS BANK
111 Monroe - 4E
Chicago, Illinois 60690
Attention: Michael S. Cameli
Fax No.: (312) 765-8382

THE BANK OF NEW YORK
One Wall Street
New York, New York 10286
Attention: William Barnum
Fax No.: (212) 635-6434

THE FIFTH THIRD BANK OF NORTHWESTERN OHIO, N.A.
606 Madison Avenue
Toledo, Ohio 43604
Attention: Brent J. Lochbihler
Fax No.: (419) 259-7134

CANADIAN IMPERIAL BANK OF COMMERCE
425 Lexington Avenue
New York, New York 10017
Attention: Jennifer Prugh
Fax. No.: (212) 856-3613

2
<PAGE> 179

UNITED STATES NATIONAL BANK OF OREGON
555 S.W. Oak
Suite 400
Portland, OR 97204
Attention: Fiza Noordin, AVP
Fax No.: (503) 275-4267

THE BANK OF TOKYO-MITSUBISHI, LTD.
(CHICAGO BRANCH)
227 W. Monroe St., Suite 2300
Chicago, Illinois 60606
Attention: Michael W. Kempel
Fax No.: (312) 696-4535

THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
(CHICAGO BRANCH)
190 South LaSalle St., Suite 800
Chicago, Illinois 60603
Attention: Mark Thompson
Fax No.: (312) 704-8505

CREDIT LYONNAIS NEW YORK BRANCH
1301 6th Avenue
New York, New York 10019
Attention: Kathleen Deacy Bowers
Fax No.: (212) 261-3401

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
301 S. College St.
Charlotte, North Carolina 28288-0745
Attention: Glenn Edwards
Fax No.: (704) 374-2802

FIRSTAR BANK MILWAUKEE, N.A.
777 E. Wisconsin Ave.
Milwaukee, WI 53202
Attention: Thomas V. Richtman
Fax No.: (414) 765-4632

NATIONSBANK, N.A.
600 Peachtree Street
Atlanta, Georgia 30338
Attention: Joseph Franke
Fax No.: (404) 607-6318

THE BANK OF NOVA SCOTIA
181 W. Madison St.
Chicago, Illinois 60602
Attention: Brian F. Hewett
Fax No.: (312) 201-4108

<PAGE> 1
EXHIBIT 4(d)(3)

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT

This THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT ("Third Amendment") is
made as of this 28th day of August, 1996 by and among Credit Acceptance
Corporation, a Michigan corporation ("Company"), Credit Acceptance Corporation
UK Limited, a corporation organized under the laws of England ("Permitted
Borrower"), 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 Borrower, Agent and the Banks entered into that certain
Amended and Restated Credit Agreement dated as of January 8, 1996, as amended
by First Amendment dated April 19, 1996 and the Second Amendment dated as of
July 1, 1996 (as so amended, 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 and the Permitted Borrower have requested that Agent and the
Banks agree to make certain amendments to the Credit Agreement and consent to
specified transactions, and Agent and the Banks are willing to do so, but only
on the terms and conditions set forth in this Third Amendment.

NOW THEREFORE, Company, Permitted Borrower, Agent and the Banks agree:

1. Section 7.9 of the Credit Agreement (Fixed Charge Coverage Ratio) is
hereby amended by deleting the ratio "2.0 to 1" in the third line thereof and
replacing it with the ratio "2.5 to 1".

2. Section 8.2 (Business Purpose) is hereby amended by adding the following
language immediately following the words "casualty insurance" and before the
";" in the third line thereof:

"unless the Company or such Subsidiary shall maintain reinsurance of its
underwriting risk with a third party(ies) rated "A-" or better by Standard &
Poor's Ratings Group or "A3" or better by Moody's Investor's Services, Inc.
for all of

<PAGE> 2
the Company's or such Subsidiary's exposure in excess of one
hundred percent (100%) of the premiums written by the Company or such
Subsidiary.".

3. Section 8.8(f) (Investments in Floor Plan Receivables and Notes
Receivables) is hereby amended by deleting the words "five percent (5%)"
beginning in the second line thereof and replacing them with the words "ten
percent (10%)".

4. Section 8.13 of the Credit Agreement is amended and restated in its
entirety as follows:

"8.13 Amendment of Senior Debt or Future Debt Documents. Except with the
prior written approval of Agent and the Majority Banks, amend, modify or
otherwise alter (or suffer to be amended, modified or altered) or waive (or
permit to be waived) in any material respect, any documents or instruments
evidencing or otherwise related to Senior Debt or Future Debt so as to
shorten the original maturity date or amortization schedule thereof, or
amend, modify or otherwise alter (or suffer to be amended, modified or
altered) any documents or instruments evidencing or otherwise related to
Senior Debt or Future Debt to include (or enter into any Future Debt
Documents which include) any covenants or other provisions, other than a
provision not more onerous to the Company than Section 6.18 of the note
purchase agreements governing the New Senior Debt as in effect on the date
of issuance thereof, that require, for the amendment of any term or
provision of this Agreement, or the waiver of any term or provision hereof,
the approval or consent of any other creditor of the Company."

5. New Section 8.14 is added to the Credit Agreement, as follows:

"8.14 Amendment of Subordinated Debt Documents. Amend, modify or otherwise
alter (or suffer to be amended, modified or altered) any of the material
terms and conditions of those documents or instruments evidencing or
otherwise related to Subordinated Debt or waive (or permit to be waived) any
such provision thereof in any

2
<PAGE> 3

material respect, without the prior written approval of Agent and the
Majority Banks. For purposes of those documents and instruments evidencing
or otherwise related to the Subordinated Debt, any increase in the original
interest rate or principal amount, any shortening of the original
amortization, any change in any default, remedial or other repayment terms,
any change in or waiver of conditions contained therein which are required
under or necessary for compliance with this Agreement or the other Loan
Documents or any change in the subordination provisions contained therein,
shall (without reducing the scope of this Section 8.14) be deemed to be
material."

6. Schedule 6.15 (Litigation-Company) is amended and restated in its entirety
by the attached Schedule A.

7. Notwithstanding the requirements set forth in Section 1.65 of the Credit
Agreement (defining "Future Debt"), the Banks hereby consent to the Company's
incurring, as Future Debt, up to $70,000,000 in additional Debt (defined herein
and for purposes of the Credit Agreement, as "New Senior Debt") pursuant to
that certain "Term Sheet $70 Million Senior Unsecured Notes Credit Acceptance
Corporation", attached hereto as Exhibit "A" (the "Term Sheet"), provided that
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.

8. This Third Amendment shall become operative upon satisfaction by the
Company and the Permitted Borrower, on or before August 31, 1996, of the
following conditions:

(a) Agent shall have received counterpart originals of this Third
Amendment, in each case duly executed and delivered by Company, the
Permitted Borrower and the Banks, in form satisfactory to Agent and the
Banks;

(b) Agent shall have received from the Company and the Permitted
Borrower a certification that all necessary actions have been taken by such
parties to authorize execution and delivery of this Third Amendment,
supported by such

3
<PAGE> 4
resolutions or other evidence of corporate authority or action as reasonably
required by Agent and the Majority Banks; and

(c) Company (i) has issued, concurrently with the date upon which this
Third Amendment becomes operative, and in compliance with paragraph 7 of this
Third Amendment, the New Senior Debt and (ii) has entered into an amendment
to the Senior Debt Documents substantially in the form of the second
amendment attached to the Term Sheet.

If the foregoing conditions have not been satisfied or waived on or before
August 31, 1996, this Third Amendment shall lapse and be of no further force
and effect.

9. Company and Permitted Borrower ratify and confirm, as of the date hereof,
each of the representations and warranties set forth in Sections 6.1 through
6.22, inclusive, of the Credit Agreement and acknowledge 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 Third 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 Third Amendment shall have the meaning set forth in the Credit
Agreement.

12. This Third Amendment may be executed in counterpart in accordance with
Section 13.10 of the Credit Agreement.

[signatures follow on succeeding pages]

4
<PAGE> 5

WITNESS the due execution hereof as of the day and year first above written.

COMERICA BANK, CREDIT ACCEPTANCE
CORPORATION
as Agent

By:____________________________ By:____________________________

Its:___________________________ Its:___________________________
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Douglas Busk
CREDIT ACCEPTANCE CORPORATION
UK LIMITED

By:____________________________

Its:___________________________

BANKS:

COMERICA BANK LASALLE NATIONAL BANK

By:___________________________ By:___________________________

Its:__________________________ Its:__________________________

THE FIRST NATIONAL BANK BANK HAPOALIM, B.M.
OF CHICAGO

By:___________________________ By:___________________________

Its:__________________________ Its:__________________________

By:___________________________

Its:__________________________

<PAGE> 6

FIFTH THIRD BANK OF HARRIS TRUST AND SAVINGS BANK
NORTHWESTERN OHIO, N.A.

By:___________________________ By:___________________________

Its:__________________________ Its:__________________________

MERCANTILE BANK OF ST. LOUIS THE BANK OF NEW YORK
NATIONAL ASSOCIATION

By:___________________________ By:___________________________

Its:__________________________ Its:__________________________

THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH

By:__________________________

Its:_________________________

By:__________________________

Its:_________________________

<PAGE> 1
EXHIBIT 10(f)(2)

CREDIT ACCEPTANCE CORPORATION
1992 STOCK OPTION PLAN
(as amended and restated December 1, 1996)

1. PURPOSE. The purpose of the Plan is to promote the
best interests of the Company and its shareholders by giving participants a
greater personal interest in the success of the Company in order to create
additional incentive for participants to make greater efforts on behalf of the
Company.

2. ADMINISTRATION. (a) The selection of participants in
the Plan and decisions concerning the timing, pricing and amount of any grant
of options under the Plan shall be made by the Committee. Except as provided
in Section 12 of the Plan, the Committee shall interpret the Plan, prescribe,
amend, and rescind rules and regulations relating to the Plan, and make all
other determinations necessary or advisable for its administration. The
decision of the Committee on any question concerning the interpretation of the
Plan or any option granted under the Plan shall be final and binding upon all
participants.

(b) The Committee may delegate to one or more officers or
managers of the Company or a committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant options to, or to cancel, modify, waive rights with respect
to, alter, discontinue or terminate options held by participants who are not
officers or directors of the Company for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.

3. PARTICIPANTS. Participants in the Plan shall be such
key Employees as the Committee may select from time to time. The Committee may
grant options to an individual upon the condition that the individual become an
Employee, provided that the option shall be deemed to be granted only on the
date the individual becomes an Employee.

4. STOCK. The stock subject to options under the Plan
shall be the Common Stock, and may be either authorized and unissued shares or
treasury shares held by the Company. The total amount of Common Stock on which
options may be granted under the Plan shall not exceed 4,000,000 shares (as
adjusted for all stock splits through January 1, 1995), subject to adjustment
in accordance with Section 10. Shares subject to any unexercised portion of a
terminated, cancelled or expired option granted under the Plan may again be
subjected to options under the Plan.

5. AWARD OF OPTIONS. Subject to the limitations set forth
in the Plan, the Committee from time to time may grant options to such
participants and for such number of shares of Common Stock and upon such other
terms (including, without limitation, the exercise price and the times at which
the option may be exercised) as it shall designate; provided that during any
three-year period, no salaried Employee shall receive options to purchase more
than 500,000 shares of Common Stock (as adjusted from time to time upon the
occurrence of a corporate transaction or event described in the first sentence
of Section 10). Each option shall be evidenced by a stock option agreement in
such form and containing such provisions as the Committee shall deem
appropriate, provided that such terms shall not be inconsistent with the Plan.
The Committee may designate any
<PAGE> 2

option granted as either an Incentive Stock Option or a Nonqualified Stock
Option, or the Committee may designate a portion of an option as an Incentive
Stock Option or a Nonqualified Stock Option. Any participant may hold more
than one option under the Plan and any other stock option plan of the Company.
The date on which an option is granted shall be the date of the Committee's
authorization of the option or such later date as shall be determined by the
Committee at the time the option is authorized.

Any option intended to constitute an Incentive Stock Option
shall comply with the following requirements in addition to the other
requirements of the Plan: (a) the exercise price per share for each Incentive
Stock Option granted under the Plan shall be equal to the Fair Market Value per
share of Common Stock on the date the option is granted; provided that no
Incentive Stock Option shall be granted to any participant who owns (within the
meaning of Section 424(d) of the Code) stock of the Company, or any Parent or
Subsidiary, possessing more than 10% of the total combined voting power of all
classes of stock of such Company, Parent or Subsidiary unless, at the date of
grant of an option to such participant, the exercise price for the option is at
least 110% of the Fair Market Value of the shares subject to option and the
option, by its terms, is not exercisable more than five years after the date of
grant; (b) the aggregate Fair Market Value of the underlying Common Stock at
the time of grant as to which Incentive Stock Options under the Plan (or a plan
of a Subsidiary) may first be exercised by a participant in any calendar year
shall not exceed $100,000 (to the extent that an option intended to constitute
an Incentive Stock Option shall exceed the $100,000 limitation, the portion of
the option that exceeds such limitation shall be deemed to constitute a
Nonqualified Stock Option); and (c) an Incentive Stock Option shall not be
exercisable after the tenth anniversary of the date of grant or such lesser
period as the Committee may specify from time to time.

A Nonqualified Stock Option shall be exercisable for a term not
to exceed 10 years, or such lesser period as the Committee shall determine.
The exercise price per share of a Nonqualified Stock Option shall not be less
than 85% of the Fair Market Value of the Common Stock on the date the option is
granted.

6. PAYMENT FOR SHARES. The purchase price for shares of
Common Stock to be acquired upon exercise of an option granted hereunder shall
be paid in full, at the time of exercise, in any of the following ways: (a) in
cash, (b) by certified check, bank draft or money order, (c) by tendering to
the Company shares of Common Stock then owned by the participant, duly endorsed
for transfer or with duly executed stock power attached, which shares shall be
valued at their Fair Market Value as of the date of such exercise and payment
or (d) by delivery to the Company of a properly executed exercise notice,
acceptable to the Company, together with irrevocable instructions to the
participant's broker to deliver to the Company a sufficient amount of cash to
pay the exercise price and any applicable income and employment withholding
taxes, in accordance with a written agreement between the Company and the
brokerage firm ("Cashless Exercise") if, at the time of exercise, the Company
has entered into such an agreement.

2
<PAGE> 3
7. WITHHOLDING TAXES.

The Company shall have the right to withhold from a
participant's compensation or require a participant to remit sufficient funds
to satisfy applicable withholding for income and employment taxes upon the
exercise of an option. A participant may make an election, notice of which
shall be in writing, to tender previously-acquired shares of Common Stock or
have shares of Common Stock withheld from the exercise, provided that the
shares have an aggregate Fair Market Value on the date of exercise of the
option sufficient to satisfy in whole or in part the applicable withholding
taxes, or the Cashless Exercise procedure described in Section 6 may be
utilized to satisfy the withholding requirements related to the exercise of an
option.

8. NON-ASSIGNABILITY. No option shall be transferable by
a participant except by will or the laws of descent and distribution or, in the
case of a Nonqualified Stock Option, pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. During the lifetime of a participant,
an option shall be exercised only by the optionee. No transfer of an option
shall be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and such evidence as the Company may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee of the terms and conditions of the option.

9. TERMINATION OF EMPLOYMENT. Unless otherwise provided
in the stock option agreement relating to a particular option: (a) if, prior to
the date that such option shall first become exercisable, the participant's
Employment shall be terminated, with or without cause, or by the act, death,
Disability, or retirement of the participant, the participant's right to
exercise the option shall terminate and all rights thereunder shall cease; and
(b) if, on or after the date that such option shall first become exercisable, a
participant's Employment shall be terminated for any reason other than death or
Disability, the participant shall have the right, prior to the earlier of (i)
the expiration of the option or (ii) three months after such termination of
Employment, to exercise the option to the extent that it was exercisable and is
unexercised on the date of such termination of Employment, subject to any other
limitation on the exercise of the option in effect at the date of exercise; and
(c) if, on or after the date that such option shall have become exercisable,
the participant shall die or become Disabled while an Employee or while such
option remains exercisable, the participant or the executor or administrator of
the estate of the participant (as the case may be), or the person or persons to
whom the option shall have been transferred by will or by the laws of descent
and distribution, shall have the right, prior to the earlier of (i) the
expiration of the option or (ii) one year from the date of the participant's
death or termination due to such Disability to exercise the option to the
extent that it was exercisable and unexercised on the date of death, subject to
any other limitation on exercise in effect at the date of exercise.

The transfer of an Employee from one corporation to another
among the Company, any Parent and any Subsidiary, or a leave of absence with
the written consent of the Company, shall not constitute a termination of
Employment for purposes of the Plan.

10. ADJUSTMENTS. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Common Stock, other securities, or

3
<PAGE> 4

other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(a) the number and type of shares of Common Stock which thereafter may be made
the subject of options, (b) the number and type of shares of Common Stock
subject to outstanding options, and (c) the exercise price with respect to any
option, or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding option; provided, however, in each case, that with
respect to Incentive Stock Options no such adjustment shall be authorized to
the extent that such authority would cause the Plan to violate Section 422 of
the Code or any successor provision thereto; and provided further, however,
that the number of shares of Common Stock subject to any option shall always be
a whole number. In the event of a Change of Control, options under the Plan
shall be treated as the Committee may determine (including acceleration of
vesting and settlements of options) at the time of grant or at a subsequent
date as provided in the stock option agreement reflecting the grant of such
options.

11. RIGHTS PRIOR TO ISSUANCE OF SHARES. No participant
shall have any rights as a shareholder with respect to any shares covered by an
option until the issuance of a stock certificate to the participant for such
shares. No adjustment shall be made for dividends or other rights with respect
to such shares for which the record date is prior to the date such certificate
is issued.

12. TERMINATION AND AMENDMENT. The Board of Directors (the
"Board") may terminate the Plan, or the granting of options under the Plan, at
any time. No Incentive Stock Option shall be granted under the Plan after
March 1, 2002. Termination of the Plan shall not affect the rights of the
holders of any options previously granted.

The Board may amend or modify the Plan at any time and from time
to time. No amendment, modification, or termination of the Plan shall in any
manner affect any option granted under the Plan without the consent of the
participant holding the option.

13. APPROVAL OF PLAN. The Plan shall be subject to the
approval of the holders of at least a majority of the shares of Common Stock of
the Company present and entitled to vote at a meeting of shareholders of the
Company held within 12 months after adoption of the Plan by the Board. No
option granted under the Plan may be exercised in whole or in part until the
Plan has been approved by the shareholders as provided herein. If not approved
by shareholders within such 12-month period, the Plan and any options granted
hereunder shall become void and of no effect.

14. EFFECT ON EMPLOYMENT. Neither the adoption of the Plan
nor the granting of any option pursuant to it shall be deemed to create any
right in any individual to be retained as an Employee.

4
<PAGE> 5

15. CERTAIN DEFINITIONS.

A "Change in Control" shall mean (i) consummation of any merger
or consolidation with respect to which the Company or any Parent is a
constituent corporation (other than a transaction for the purpose of changing
the Company's corporate domicile), any liquidation or dissolution of the
Company or any sale of all or substantially all of the Company's assets or (ii)
a change in the identity of a majority of the members of the Company's Board of
Directors within any twelve-month period, which change or changes are not
recommended by the incumbent directors immediately prior to any such change or
changes.

The "Code" is the Internal Revenue Code of 1986, as amended.

The "Committee" is a committee of two or more directors of the
Company, each of whom is a "non-employee director" as defined in Rule 16b-3
under the Exchange Act.

The "Common Stock" is the common stock of the Company.

The "Company" is Credit Acceptance Corporation, a Michigan
corporation.

"Disabled" or "Disability" means permanently disabled as defined in Section
22(e)(3) of the Code.

"Employee" means an individual with an "employment relationship"
with the Company, or any Parent or Subsidiary, as defined in Regulation
1.421-7(h) promulgated under the Code, and shall include, without limitation,
employees who are directors of the Company, or any Parent or Subsidiary.

"Employment" means the state of being an Employee.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Fair Market Value" shall mean the average of the high and low
sale prices per share of the Common Stock reported in the Wall Street Journal
for the last preceding day on which the Common Stock was traded prior to the
date with respect to which the fair market value is to be determined, as
determined by the Committee in its sole discretion; provided, however, that
Fair Market Value with respect to the initial option grants approved by the
Committee on July 15, 1992 shall be deemed to be the initial public offering
price per share of the Company's Common Stock of $13.00 ($6.50 after adjustment
for the two-for-one stock split paid March 17, 1993).

An "Incentive Stock Option" is an option intended to meet the
requirements of Section 422 of the Code.

5
<PAGE> 6

A "Nonqualified Stock Option" is an option granted under the
Plan other than an Incentive Stock Option.

"Parent" means any "parent corporation" of the Company as
defined in Section 424(e) of the Code.

The "Plan" is the 1992 Stock Option Plan.

"Subsidiary" means any "subsidiary corporation" of the Company
as defined in Section 424(f) of the Code.

<PAGE> 1

Exhibit 10(n)(4)

CREDIT ACCEPTANCE CORPORATION

MANAGEMENT INCENTIVE PLAN

FISCAL YEAR 1997

1. Purpose

The purpose of this Management Incentive Plan - Fiscal Year 1997
("Plan") of Credit Acceptance Corporation ("Company") is to promote the
interests of the Company and its shareholders by providing incentives to
selected key employees ("Participants") of the Company and its subsidiaries who
have principal responsibility for the Company's long-term profitability and
growth. Awards will be made in the form of cash bonuses contingent on
attainment of defined performance goals.

2. Administration

The Plan shall be administered by the Compensation Committee
("Committee") of the Company's Board of Directors ("Board"). Only directors
who are not employees of the Company may be members of the Committee. The
Committee shall have power and authority to construe and interpret the Plan, to
establish and amend rules for administration of the Plan, and to exercise all
powers granted to it pursuant to the Plan.

3. Participants

Participants in the Plan shall be not more than 20 key employees of the
Company or its subsidiaries (including officers who are also members of the
Board) as the Committee may select from time to time. The selection of
Participants and the determination of their respective participation, shall be
made in accordance with paragraph 5 hereof. No Participant shall be entitled
to share in any awards under the Plan if he or she is not an employee of the
Company on December 31, 1997 unless the Committee makes a special exception for
him or her or his or her estate.

4. Bonus Pool

A Bonus Pool will be established pursuant to this paragraph 4 not later
than March 1, 1998 (provided that the Company has by such date completed its
financial statements for the year ended December 31, 1997, or otherwise, as
soon thereafter as practicable), from which awards in cash, as determined by
the Committee, will be paid to Participants as soon thereafter as practicable.
The Bonus Pool for the fiscal year ending December 31, 1997 (the "Plan Year")
shall be equal to 25% of the amount by which the Company's net income per share
exceeds $.77 (the "Earnings Target"). A portion of the Bonus Pool, (the
"Deferred Amount"), may be deferred in the discretion of the Committee for
payment as follows: 50% of the Deferred Amount shall be paid on December 31,
1997; and 50% of the Deferred Amount shall be paid on December 31, 1998. If
the Committee decides to defer any portion of the Bonus Pool, such deferral
shall apply to all Participants; provided that if a Participant's portion of
the deferred amount is equal to or less than $10,000, such amount may, on the
discretion of the Committee be paid to such participant without such deferral.
No Participant shall be entitled to receive any portion of the Deferred Amount
if he or she is not an employee of the Company on December 31, 1998 or December
31, 1999, as the case may be, unless the Committee makes a special exception
for him or her or his or her estate.

5. Manner and Extent of Participants

The Committee, after consultation with the chief executive officer of
the Company, shall determine the number, identity and participation of the
Participants. Each Participant shall be entitled to receive the amount of his
participation if a Bonus Pool is established only if he equals or exceeds, in
the sole judgment of the Committee, after consultation with the chief executive
officer, the specific performance goals or other requirements established for
him by the chief executive officer at the time that he is notified that he will
be a Participant. Participants scoring below the median score of all
Participants with respect to any numerical assessment of performance utilized
by the Committee shall not be eligible to receive any portion of the amounts he
or she otherwise would have been eligible to receive.
<PAGE> 2

6. Adjustments

In the event of a change of control of the Company during the Plan
Year, as set forth below, the Company will be deemed to have achieved the
Earnings Target and the Committee shall establish a Bonus Pool which, in its
judgment reflects, by annualizing results to the then current date for the Plan
Year, results to be expected for the full year. In such event, individual
awards will be prorated, based on the months in such year that have elapsed
prior to the effective time of such change of control. For the purposes of the
Plan, a change of control shall consist of:

(a) the election of a Board of Directors of the Company, a majority of the
members of whom were nominees of a person (including an individual, a
corporation, partnership, joint venture, trust or other entity), or a
group of persons acting together (other than persons who were members of
the Board of Directors or officers of the Company as of the date of the
Plan or an employee stock ownership plan approved by a majority of such
members of the Board of Directors), following the acquisition by such
person, group of persons or plan of ownership (directly or indirectly or
beneficially or of record) of 25% or more of the outstanding stock;

(b) the acquisition of ownership by a person or group of persons described in
subparagraph (a) above of 51% or more of the Stock;

(c) a sale of all or substantially all of the assets of the Company to any
entity not controlled by the persons who were members of the Board of
Directors or officers of the Company as of the date of the Plan or by an
employee stock ownership plan approved by a majority of the members of
such Board of Directors, or

(d) a merger, consolidation or similar transaction between the Company and
another entity if a majority of the members of the Board of Directors of
the surviving corporation are not persons who were members of the Board of
Directors of the Company as of the date of the Plan.

7. Termination and Amendment

The Board may terminate the Plan at any time. No bonus participation
may be granted after such termination of the Plan, but the termination of the
Plan shall not affect the rights of any participant previously granted and then
outstanding. The Board may amend or modify the Plan at any time. No such
amendment or modification shall affect the rights of any participant with
respect to any bonus participation previously granted and then outstanding
without his consent.

8. Miscellaneous

(a) Neither the adoption of the Plan nor the granting of any awards pursuant
to it shall be deemed to create any right in any individual to be retained
or continued in the employment of the Company or any of its subsidiaries.

(b) As used in the Plan, the terms "net income per share" and "EPS" shall mean
the per share after-tax earnings of the Company's common stock to be
reported by the Company in its Annual Report to shareholders for the Plan
Year, adjusted by the Committee, in its sole judgment, after consultation
with the independent auditors then retained by the Company and with the
chief executive officer and the chief financial officer of the Company, to
take into account the effect of any material extraordinary or
non-recurring items (including stock-splits) and of any bonuses accrued
pursuant to the Plan.

(c) The existence of the Plan or the making of awards to participants shall
not preclude the Board from paying bonuses or granting other benefits to
them outside of the Plan.

Dated: January 24, 1997

<PAGE> 1
EXHIBIT 10(o)(1)

CREDIT ACCEPTANCE CORPORATION
STOCK OPTION PLAN FOR DEALERS
AS AMENDED
1/22/97

1. Purpose. The purpose of the Credit Acceptance
Corporation Stock Option Plan for Dealers (the "Plan") is to promote the best
interests of Credit Acceptance Corporation (the "Company") and its shareholders
by providing additional incentive to its participating dealers to increase the
number of contracts submitted to the Company for servicing.

2. Eligibility. "Participants" in the Plan shall be each
business entity executing a Servicing Agreement with the Company pursuant to
which vehicle financing contracts are submitted by such business entity to the
Company (a "Servicing Agreement") and who are selected by the Board of
Directors from time to time to receive options; provided, that to the extent a
business entity which has executed a Servicing Agreement submits vehicle
financing contracts originating from vehicle sales at more than one geographic
location, each location shall be considered a separate Participant for purposes
of determining eligibility to receive Century Options (as defined in Section
5).

3. Administration. The Plan shall be administered by the Board
of Directors of the Company according to its terms. The Board of Directors
shall interpret the Plan, prescribe, amend, and rescind rules and regulations
relating to the Plan, and make all other determinations necessary or advisable
for its administration. The decision of the Board of Directors on any question
concerning the interpretation of the Plan or any option granted under the Plan
shall be final and binding upon all Participants. The Board of Directors may
delegate to one or more officers of the Company, or a committee of such
officers, the authority, subject to Section 9 and such terms and limitations as
the Board of Directors shall determine, described in this Section 3 to
administer the Plan on behalf of the Board of Directors.

4. Stock. The stock subject to options under the Plan shall be
the Common Stock of the Company ("Common Stock") and may be either authorized
and unissued shares or shares reacquired by the Company. The total amount of
Common Stock for which options may be granted under the Plan shall not exceed
1,000,000 shares (as adjusted for the December 1994 2-for-1 stock split),
subject to adjustment in accordance with Section 7. Shares subject to any
forfeited, cancelled or expired portion of an option granted under the Plan
shall be available for purchase upon exercise of subsequent option grants under
the Plan.

5. Option Grants.

(a) Discretionary Option Grants. Subject to the
limitations set forth in the Plan, the Board of Directors may from time to time
grant to Participants options for such number of shares and having such terms
and conditions as the Board of Directors may determine in its discretion.
<PAGE> 2

(b) Automatic Grants. Until the Plan terminates in
accordance with Section 9 (by Board action or otherwise) or shares are no
longer available under the Plan, (i) a Participant shall receive a grant of an
option to purchase 1,000 shares of Common Stock as of the last day of the
calendar quarter in which the Company processes and accepts the 100th Financing
Contract (as defined below) so accepted from such Participant during the
calendar year, and (ii) a Participant shall receive an additional grant of an
option to purchase 200 shares of Common Stock for each additional 100 Financing
Contracts processed and accepted by the Company during the calendar year as of
the last day of the calendar quarter in which the Company processes and accepts
from the Participant the Financing Contract which is an integral multiple of
100 (i.e. the 200th, 300th, 400th etc.); provided, that with respect to any
Participant which is an "affiliate" (as such term is defined under the federal
securities laws), any option to be granted to such affiliate under this Section
5(b) shall, in lieu of being granted to such affiliate, be granted to an
employee or employees of such affiliate designated by such affiliate and
references in the Plan to "Participant(s)" shall include such employees unless
the context otherwise requires. The numbers of shares set forth in the
preceding sentence shall be in effect on and after December 20, 1994. Options
granted under this Section 5(b) are referred to herein as "Century Options". A
Century Option shall become exercisable in three equal annual installments
beginning on the first anniversary of the date of grant, which shall be the
last day of the calendar quarter in which the Company accepted the 100th
financing contract (or integral multiple thereof) from such Participant. For
purposes of this Section 5, a "Financing Contract" shall mean a vehicle
financing contract submitted to the Company during the applicable calendar year
pursuant to a Servicing Agreement and meeting the Company's normal advance
criteria.

(i) The exercise price per share of an option shall be equal to the
fair market value of the Common Stock on the date of grant.
"Fair Market Value" shall mean the average of the high and low
sale prices per share of Common Stock reported in the Wall
Street Journal for the last preceding day on which the Common
Stock was traded prior to the date of grant.

(ii) Once exercisable, a Participant may exercise all or part of an
option by delivering written notice to the Company and tendering
payment for the portion of the option that the Participant
wishes to exercise. The purchase price for shares of Common
Stock to be acquired upon exercise of an option granted
hereunder shall be paid in full in cash or by certified check,
bank draft or money order at the time of exercise.

(iii) An option shall terminate upon the earlier of:

2
<PAGE> 3

(A) termination of the Participant's Servicing Agreement by the
Company or the Participant; or

(B) the close of business on the fifth anniversary of the date
of grant.

(iv) An option may not be sold, assigned, distributed, conveyed or
otherwise transferred by a Participant by any means (including,
without limitation, by gift, dividend or operation of law) and
shall be exercised only by the Participant. Any purported
transfer shall be null and void.

(v) An option shall be a "non-qualified stock option" and shall not
constitute an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986, as amended.

6. Option Agreement. Each option granted under the Plan
shall be evidenced by an agreement setting forth the number of shares to which
the option relates, the exercise price and expiration date of the option and
such other terms as the Board of Directors may deem appropriate. Such
agreement, which may be a part of the Servicing Agreement or may be a separate
writing, shall reference the fact that the option is subject to the terms of
the Plan and shall be signed by the Participant and the Company.

7. Stock Dividend, Reclassification, Merger, Etc. The total
amount of Common Stock on which options may be granted under the Plan, and the
number of shares subject to and the exercise price of any outstanding option
granted to a Participant, shall be appropriately adjusted for any increase or
decrease in the number of outstanding shares of Common Stock resulting from
payment of a stock dividend on Common Stock, a subdivision or combination of
shares of Common Stock, or a reclassification of Common Stock. Except as
provided below, in the event of a Change of Control, each option shall be
cancelled in exchange for payment in cash of an amount equal to the excess, if
any, of the Change of Control Price over the exercise price thereof.
Notwithstanding the immediately preceding sentence, no cancellation, cash
settlement or acceleration of vesting shall occur with respect to any option if
the Board of Directors reasonably determines in good faith prior to the
occurrence of a Change of Control that such option shall be assumed, or new
rights substituted therefor (such assumed or substituted option hereinafter
called an "Alternative Option"), in connection with and immediately following
such Change of Control, provided that any such Alternative Option must:

(i) be excercisable for common stock which is
traded on an established securities market, or which will be so
traded within sixty (60) days of the Change of Control;

(ii) provide such Participant (or each Participant
in a class of Participants) with rights and entitlements
substantially equivalent to or better than the rights, terms and
conditions applicable under such option, including, but not
limited to, an identical or

3
<PAGE> 4

better exercise or vesting schedule and identical or better
timing and methods of payment; and

(iii) have substantially equivalent economic value to
such option (determined at the time of the Change of Control).

A "Change of Control" shall mean (i) consummation of any merger or
consolidation with respect to which the Company or any parent of the Company is
a constituent corporation (other than a transaction for the purpose of changing
the Company's corporate domicile), any liquidation or dissolution of the
Company or any sale of all or substantially all of the Company's assets or (ii)
a change in the identity of a majority of the members of the Company's Board of
Directors within any twelve-month period, which change or changes are not
recommended by the incumbent directors immediately prior to any such change or
changes.

"Change of Control Price" means the highest price per share of the Company's
Common Stock offered in conjunction with any transaction resulting in a Change
of Control (as determined in good faith by the Board of Directors if any part
of the offered price is payable other than in cash) or, in the case of a Change
of Control occurring solely by reason of a change in the composition of the
Board, the highest Fair Market Value of the Stock on any of the 30 trading days
immediately preceding the date on which a Change of Control occurs.

8. Securities Laws. Anything to the contrary herein
notwithstanding, the Company's obligation to deliver stock pursuant to the
exercise of an option is subject to such compliance with federal, state and
foreign laws, rules and regulations applying to the authorization or issuance
of securities as the Company deems necessary or advisable. The Company shall
not be required to deliver stock pursuant to the exercise of an option unless
and until it receives satisfactory assurance that the issuance or transfer of
such shares will not violate any of the provisions of the Securities and
Exchange Commission or the rules and regulations promulgated thereunder, or the
provisions of any state or foreign law governing the issuance or transfer of
securities, or that there has been compliance with the provisions of such acts,
rules, regulations and state laws.

9. Termination and Amendment. The Board of Directors may
terminate the Plan, or the granting of options under the Plan, at any time
prior to December 31, 1997 in its sole discretion. If not so terminated, the
Plan shall terminate on December 31, 1997 and no further options may be granted
under the Plan thereafter other than Century Options to which Participants
become entitled prior to the close of business on such date. Termination of
the Plan shall not affect the rights of holders of any outstanding options.
The Board of Directors may amend or modify the Plan at any time and from time
to time, but no amendment or modification of the Plan shall in any manner
adversely affect any option granted under the Plan without the consent of the
Participant holding the option.

10. Rights Prior to Issuance of Shares. No Participant shall
have any rights as a shareholder with respect to any shares covered by an
option until the issuance of a stock certificate

4
<PAGE> 5

to the Participant for such shares. No adjustment shall be made for
dividends or other rights with respect to such shares for which the record date
is prior to the date such certificate is issued.

11. Use of Proceeds. The proceeds received from the sale of
Common Stock pursuant to the Plan will be used for general corporate purposes
of the Company.

<PAGE> 1
EXHIBIT 21

The following is a list of subsidiaries as of the date of this filing of Credit
Acceptance Corporation, other than subsidiaries which, considered in the
aggregate as a single subsidiary, would not constitute a significant
subsidiary, as defined by the Securities and Exchange Commission Regulation
S-X.

BUYERS VEHICLE PROTECTION PLAN, INC.
CREDIT ACCEPTANCE CORPORATION LIFE INSURANCE CORPORATION
CAC INTERNATIONAL, INC.
CREDIT ACCEPTANCE CORPORATION UK LIMITED
CAC OF CANADA LIMITED
CREDIT ACCEPTANCE CORPORATION IRELAND LIMITED
CAC LEASING, INC.
CAC REINSURANCE, LTD.

<PAGE> 1

Exhibit 23

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation of
our report dated January 20, 1997 incorporated by reference in this Form 10-K,
into Credit Acceptance Corporation's previously filed Registration Statement
File No. 33-46772.

Arthur Andersen LLP

Detroit, Michigan
March 27 , 1997

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 229
<SECURITIES> 6,320
<RECEIVABLES> 1,042,146
<ALLOWANCES> 12,195
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 18,692
<DEPRECIATION> 3,734
<TOTAL-ASSETS> 1,074,418
<CURRENT-LIABILITIES> 0
<BONDS> 4,017
0
0
<COMMON> 458
<OTHER-SE> 245,685
<TOTAL-LIABILITY-AND-EQUITY> 1,074,418
<SALES> 0
<TOTAL-REVENUES> 123,934
<CGS> 0
<TOTAL-COSTS> 30,600
<OTHER-EXPENSES> 3,060
<LOSS-PROVISION> 13,071
<INTEREST-EXPENSE> 13,568
<INCOME-PRETAX> 63,635
<INCOME-TAX> 22,126
<INCOME-CONTINUING> 41,509
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,509
<EPS-PRIMARY> .89
<EPS-DILUTED> .89

</TABLE>