ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Agreement"), is made by and between
CIHC, Incorporated, a Delaware corporation ("Assignor") and Great American
Reserve Insurance Company, a Texas stock life insurance company ("GARCO")and
witnesses that:
WHEREAS, Assignor has entered into that certain Securities Purchase
Agreement dated as of March 12, 1998 by and between Assignor and certain
shareholders and holders of $4,750,000 of 12% Subordinated Convertible Notes
(the "Notes") of General Acceptance Corporation, an Indiana corporation, a true
and correct copy of which is attached hereto and made a part hereof by reference
(the "Purchase Agreement"); and
WHEREAS, Assignor desires to assign to GARCO the right to acquire the
Notes under the Purchase Agreement and GARCO desires to purchase the Notes.
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual covenants and agreements contained herein, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby agree as follows:
1. Assignor hereby assigns and transfers to GARCO the right to purchase
the Notes under the Purchase Agreement.
2. GARCO hereby assumes and agrees to perform all of the duties and
obligations of Assignor under the terms and conditions of the Purchase Agreement
with respect to the purchase of the Notes.
3. This Agreement shall be governed by the laws of the state of
Indiana.
4. This Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of March 24, 1998.
CIHC, INCORPORATED GREAT AMERICAN RESERVE INSURANCE
COMPANY
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Senior Vice President Executive Vice President