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4(a)(10)
NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT
RE:
CREDIT ACCEPTANCE CORPORATION
SECOND AMENDED AND RESTATED
10.37% SENIOR NOTES DUE NOVEMBER 1, 2001
Dated as of June 7, 2001
To the Noteholders listed on Annex I hereto
Ladies and Gentlemen:
Credit Acceptance Corporation, a Michigan corporation (together with
its successors and assigns, the "Company"), hereby agrees with you as follows:
SECTION 1. INTRODUCTORY MATTERS.
1.1 DESCRIPTION OF OUTSTANDING NOTES. The Company currently has
outstanding its Second Amended and Restated 10.37% Senior Notes due November 1,
2001 (collectively, the "Notes") which it issued pursuant to the separate Note
Purchase Agreements, each dated as of October 1, 1994 (collectively, as amended
by the First Amendment to Note Purchase Agreement, dated as of November 15,
1995, the Second Amendment to Note Purchase Agreement, dated as of August 29,
1996, the Third Amendment to Note Purchase Agreement, dated as of December 12,
1997, the Fourth Amendment to Note Purchase Agreement, dated as of July 1, 1998,
the Fifth Amendment to Note Purchase Agreement, dated as of April 13, 1999, the
Sixth Amendment, dated as of December 1, 1999, the Seventh Amendment, dated as
of April 27, 2000, and the Eighth Amendment, dated as of March 8, 2001, the
"Agreement"), entered into by the Company with each of the original holders of
the Notes listed on Annex 1 thereto, respectively. Terms used herein but not
otherwise defined herein shall have the meanings assigned thereto in the
Agreement, as amended hereby.
1.2 PURPOSE OF AMENDMENT. The Company and you desire to amend the
Agreement as set forth in Section 2 hereof.
SECTION 2. AMENDMENT TO THE AGREEMENT.
Pursuant to Section 10.5 of the Agreement, the Company hereby agrees
with you that the Agreement shall be amended by this Ninth Amendment to Note
Purchase Agreement (this "Ninth Amendment") in the following respects:
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2.1 SECTION 6.6. Subclause (D) of Section 6.6(a)(i) is amended by
adding the words ", CAC of Canada Limited and Credit Acceptance Corporation
Ireland Limited" immediately after the words "CAC UK" in such subclause (D).
2.2 SECTION 9.1. The definition of "Total Restricted Subsidiary Debt"
in Section 9.1 is hereby amended by adding the following at the end thereof
(before the "."):
; and (iii) Total Restricted Subsidiary Debt does not include
the amount of Debt of any Restricted Subsidiary attributable
to any liabilities secured by any Lien on assets owned by such
Restricted Subsidiary if such Lien is granted in favor of the
"Collateral Agent" (as defined in the Intercreditor Agreement)
for the benefit of the Banks, the holders of Notes and "Future
Debt Holders" (as defined in the Intercreditor Agreement) and
subject to the Intercreditor Agreement
SECTION 3. MISCELLANEOUS
3.1 COUNTERPARTS. This Ninth Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together only one Ninth Amendment.
3.2 HEADINGS. The headings of the sections of this Ninth Amendment are
for purposes of convenience only and shall not be construed to affect the
meaning or construction of any of the provisions hereof.
3.3 GOVERNING LAW. This Ninth Amendment shall be governed by and
construed in accordance with the internal laws of the State of Connecticut.
3.4 EFFECT OF AMENDMENT. Except as expressly provided herein (a) no
other terms and provisions of the Agreement shall be modified or changed by this
Ninth Amendment and (b) the terms and provisions of the Agreement, as amended by
this Ninth Amendment, shall continue in full force and effect. The Company
hereby acknowledges and reaffirms all of its obligations and duties under the
Agreement, as modified by this Ninth Amendment, and the Notes.
3.5 REFERENCES TO THE AGREEMENT. Any and all notices, requests,
certificates and other instruments executed and delivered concurrently with or
after the execution of the Ninth Amendment may refer to the Agreement without
making specific reference to this Ninth Amendment but nevertheless all such
references shall be deemed to include, to the extent applicable, this Ninth
Amendment unless the context shall otherwise require.
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3.6 COMPLIANCE. The Company certifies that all necessary actions have
been taken by the Company to authorize the execution and delivery of this Ninth
Amendment, and immediately before and after giving effect to this Ninth
Amendment, no Default or Event of Default exists or would exist after giving
effect hereto.
3.7 EFFECTIVENESS OF AMENDMENTS. The amendments to the Agreement
contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of
the Agreement) become effective, if at all, at such time as the Company and the
Required Holders of the Notes shall have indicated their written consent to such
amendments by executing and delivering the applicable counterparts of this Ninth
Amendment. It is understood that any holder of Notes may withhold its consent
for any reason, including, without limitation, any failure of the Company to
satisfy all of the following conditions:
(a) This Ninth Amendment shall have been executed and
delivered by the Company and each of the Required Holders of the Notes.
(b) The execution, delivery and effectiveness of an agreement,
signed by the Company and the requisite holders of the Company's Second
Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under
Note Purchase Agreements dated as of August 1, 1996, containing an
amendment to such Note Purchase Agreements identical in substance to
the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement,
signed by the Company and the requisite holders of the Company's Second
Amended and Restated 9.27% Senior Notes due October 1, 2001 issued
under Note Purchase Agreements dated as of March 25, 1997, containing
an amendment to such Note Purchase Agreements identical in substance to
the amendment set forth in Section 2 hereof.
(d) The Company shall have paid the statement for reasonable
fees and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, your special counsel,
presented to the Company on or prior to the effective date of this
Ninth Amendment.
3.8 FULL DISCLOSURE. The Company warrants and represents to you that,
as of the effective date hereof, none of the written statements, documents or
other written materials furnished by, or on behalf of, the Company to you in
connection with the negotiation, execution and delivery of this Ninth Amendment
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein not misleading in
light of the circumstances in which they were made. There is no fact of which
any of the Company's executive officers has actual knowledge which the Company
has not disclosed to you which materially affects adversely or, so far as the
Company can now reasonably foresee, will materially affect adversely the
business, prospects, profits, Properties or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or the ability of the
Company to perform its obligations set forth in the Agreement (after giving
effect to this Ninth Amendment) and the Notes.
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If this Ninth Amendment is satisfactory to you, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
Company, whereupon this Ninth Amendment shall become binding between us in
accordance with its terms.
Very truly yours,
CREDIT ACCEPTANCE CORPORATION
By/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
[Signature Page to Ninth Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
ALLSTATE LIFE INSURANCE CO.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
[Signature Page to Ninth Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY, LLC
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC, Attorney-
in-Fact
By/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Principal
[Signature Page to Ninth Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
BY CIGNA INVESTMENTS, INC. (authorized agent)
By/S/ ▇▇▇▇▇ ▇. Height
------------------------------------------
Name: ▇▇▇▇▇ ▇. Height
Title: Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY,
ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
BY CIGNA INVESTMENTS, INC. (authorized agent)
By/S/ ▇▇▇▇▇ ▇. Height
------------------------------------------
Name: ▇▇▇▇▇ ▇. Height
Title: Managing Director
ACE PROPERTY AND CASUALTY
INSURANCE COMPANY (F.K.A. CIGNA
PROPERTY AND CASUALTY INSURANCE COMPANY)
BY CIGNA INVESTMENTS, INC. (authorized agent)
By/S/ ▇▇▇▇▇ ▇. Height
------------------------------------------
Name: ▇▇▇▇▇ ▇. Height
Title: Managing Director
[Signature Page to Ninth Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
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ACCEPTED:
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
BY: PHOENIX INVESTMENT COUNSEL, INC.
By/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Managing Director
[Signature Page to Ninth Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
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ANNEX I
SECOND AMENDED AND RESTATED 10.37% SENIOR NOTES
DUE NOVEMBER 1, 2001
Allstate Life Insurance Company
Connecticut General Life Insurance Company
Ace Property and Casualty Insurance Company (f.k.a CIGNA Property and Casualty
Insurance Company)
Phoenix Home Life Mutual Insurance Company
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC
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