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EXHIBIT 4(c)(8)
EXECUTION COPY
THIRD AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
("Third Amendment") is made as of this 13th day of June, 2000 by and among
Credit Acceptance Corporation, a Michigan corporation ("Company"), the Permitted
Borrowers signatory hereto (each, a "Permitted Borrower" and collectively, the
"Permitted Borrowers"), Comerica Bank and the other banks signatory hereto
(individually, a "Bank" and collectively, the "Banks") and Comerica Bank, as
agent for the Banks (in such capacity, "Agent").
RECITALS
A. Company, Permitted Borrowers, Agent and the Banks entered into that
certain Third Amended and Restated Credit Agreement dated as of June 15, 1999, a
First Amendment dated as of December 10, 1999 and a Second Amendment dated as of
April 28, 2000 (collectively, the "Credit Agreement") under which the Banks
renewed and extended (or committed to extend) credit to the Company and the
Permitted Borrowers, as set forth therein.
B. The Company and the Permitted Borrowers have requested that Agent
and the Banks agree to a further amendment to the Credit Agreement and Agent and
the Banks are willing to do so, but only on the terms and conditions set forth
in this Third Amendment.
NOW, THEREFORE, Company, Permitted Borrowers, Agent and the Banks
agree:
l. Section 1 of the Credit Agreement is hereby amended by amending
and restating the following definitions:
(a) "`Aggregate Sublimit' shall mean, as of any applicable date
of determination, that amount equal to thirty-five percent
(35%) 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 2.14(b)
hereof, (and giving effect to any changes in net worth
shown in the applicable financial statements on the
required date of delivery thereof)."; and
(b) "`Revolving Credit Maturity Date' shall mean the earlier to
occur of (i) June 12, 2001, as such date may be extended
from time to time pursuant to Section
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4(c)(8)
2.16 hereof, and (ii) the date on which the Revolving
Credit Maximum Amount shall be terminated pursuant to
Section 2.15 or 9.2 hereof.".
(c) "Revolving Credit Maximum Amount" shall mean One Hundred
Fifteen Million Dollars ($115,000,000), subject to any
increases in the Revolving Credit Maximum Amount pursuant
to Section 2.18 of this Agreement, by an amount not to
exceed the Revolving Credit Optional Increase, and subject
to any reductions or termination of the Revolving Credit
Maximum Amount under Sections 2.15 or 9.2 of this
Agreement.
(d) "Revolving Credit Optional Increase" shall mean an amount
up to Twenty-Five Million Dollars ($25,000,000), minus the
portions thereof applied from time to time under Section
2.18 hereof to increase the Revolving Credit Maximum
Amount.
2. Section 7.23(b)(iii) of the Credit Agreement is amended to change
the reference to "AutoNet.net Finance Company" (in the third line
of Section 7.23(b)) to "AutoNet Finance Company.Com, Inc. and CAC
Leasing, Inc.," and to change the reference to "CAC Leasing" (in
the last line of Section 7.23(b)) to "CAC Auto Leasing or AutoNet
Finance.com".
3. Replacement Exhibit D (Percentages) to the Credit Agreement set
forth on Attachment 1 hereto shall replace, in its entirety,
existing Exhibit D to the Credit Agreement and replacement
Schedule 6.15 (Litigation) to the Credit Agreement set forth on
Attachment 2 hereto shall replace, in its entirety, existing
Schedule 6.15 to the Credit Agreement.
4. This Third Amendment shall become effective, according to the
terms and as of the date hereof, upon satisfaction by the Company
and the Permitted Borrowers, on or before June 13, 2000, 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 Borrowers and the requisite
Banks, in form satisfactory to Agent and the Banks; and
(b) Agent shall have received from the Company and each of the
Permitted Borrowers a certification (i) that all necessary
actions have been taken by such parties to authorize
execution and delivery of this Third Amendment, supported
by such resolutions or other evidence of corporate
authority or action as reasonably required by Agent and the
Majority Banks and that no consents or other authorizations
of any third parties are required in connection therewith;
and (ii) that, after giving effect to this Third Amendment,
no Default or Event of Default has occurred and is
continuing on the proposed effective date of the Third
Amendment.
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4(c)(8)
If the foregoing conditions have not been satisfied or waived on
or before June 13, 2000, this Third Amendment shall lapse and be
of no further force and effect.
5. Each of the Company and the Permitted Borrowers ratifies and
confirms, as of the date hereof and after giving effect to the
amendments contained herein, each of the representations and
warranties set forth in Sections 6.1 through 6.22, inclusive, of
the Credit Agreement and acknowledges that such representations
and warranties are and shall remain continuing representations
and warranties during the entire life of the Credit Agreement.
6. 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.
7. 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.
8. This Third Amendment may be executed in counterpart in accordance
with Section 13.10 of the Credit Agreement.
9. Comerica Bank - Canada having been designated by Comerica Bank,
in its capacity as swing line bank (and as a Bank) under the
Credit Agreement to fund Comerica Bank's advances in $C pursuant
to Section 11.12 of the Credit Agreement, has executed this Third
Amendment to evidence its approval of the terms and conditions
thereof.
10. This Third Amendment shall be construed in accordance with and
governed by the laws of the State of Michigan.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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4(c)(8)
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, CREDIT ACCEPTANCE CORPORATION
as Agent
By: /S/SCOTTIE KNIGHT By: /S/DOUGLAS W. BUSK
Its: VICE PRESIDENT Its: CHIEF FINANCIAL OFFICER
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Scottie Knight
COMERICA BANK - CANADA CREDIT ACCEPTANCE CORPORATION
UK LIMITED
By: /S/DAVID WRIGHT By: /S/DOUGLAS W. BUSK
Its: RELATIONSHIP MANAGER Its: TREASURER
CAC OF CANADA LIMITED
By: /S/DOUGLAS W. BUSK
Its: TREASURER
CREDIT ACCEPTANCE CORPORATION
IRELAND LIMITED
By: /S/DOUGLAS W. BUSK
Its: TREASURER
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4(c)(8)
BANKS:
COMERICA BANK NATIONAL CITY BANK OF MINNEAPOLIS
By: /S/STEVEN R. BERGLUND
By: /S/SCOTTIE KNIGHT Its: VICE PRESIDENT
Its: VICE PRESIDENT
LASALLE BANK NATIONAL BANK OF AMERICA, N.A.
ASSOCIATION
By: /S/TERRY M. KEATING By: /S/ELIZABETH KURILECZ
Its: SENIOR VICE PRESIDENT Its: MANAGING DIRECTOR
HARRIS TRUST AND SAVINGS BANK UNION BANK OF CALIFORNIA, N.A.
By: /S/MICHAEL A. CAMELI By: /S/ROBERT C. NAGEL
Its: VICE PRESIDENT Its: VICE PRESIDENT
Signature Page For
CAC Third Amendment
