PRICING MATRIX. THE APPLICABLE MARGIN FOR APPLICABLE FEE PERCENTAGE FOR -------------------------------------- --------------------------------------- ADVANCES OF THE REVOLVING CREDIT ADVANCES AT THE CARRIED AT THE NOTWITHSTANDING THE PRIME-BASED RATE EURODOLLAR-BASED RATE REVOLVING CREDIT LETTER OF CREDIT COMPANY'S RATING LEVEL: SHALL BE SHALL BE FACILITY FEE FEE ----------------------- ---------------- --------------------- ----------------- --------------------- 0% 1.30% .6000% 1.425% (inclusive of facing fee) 108 SCHEDULE 3.11 EXISTING LETTERS OF CREDIT LC NUMBER APPLICANT BENEFICIARY EXPIRATION DATE AMOUNT --------- -------------------- --------------------- --------------- ---------- 578094-03 CAC Reinsurance Ltd. Combined Insurance 5/26/06 $2,500,000 Company of America 565237-03 CAC Reinsurance Ltd. American Bankers Life 5/26/06 $ 50,000 Assurance Co. of Florida The Account Party for each Letter of Credit described in this Schedule is CAC Reinsurance Ltd. solely, and not jointly and severally with the Company. 109 SCHEDULE 6.5 SUBSIDIARIES See attached. DATE CREATED DOMESTIC OR STATE/COUNTRY OF PERCENT OF NATURE OF OR NAME OF SUBSIDIARY ACQUIRED INCORPORATION OWNERSHIP BUSINESS FOREIGN --------------------- ---------- ------------------ ------------- ------------------- ---------- Provides auction Services to sellers Arlington Investment when selling Company 5/7/1998 State of Michigan 100% automobiles Domestic Finance Retail Auto Funding America Installment Inc. 1/18/2000 State of Michigan 100% Contracts Domestic Finance Retail Auto Funding America 7/26/2000 State of Nevada Installment Foreign of Nevada Inc. 12/17/2003 State of Michigan 100% Contracts Domestic Accept the assignment of lease Auto Lease Services agreements from LLC 6/6/2000 State of Delaware 100% automotive dealers Foreign AutoNet Finance Lease contracts of ▇▇▇▇▇▇▇.▇▇▇, Inc. 6/2/1999 State of Michigan 100% used vehicles Domestic Administrator of Buyers Vehicle vehicle extended Protection Plan, Inc. 6/18/1990 State of Michigan 100% service contracts Domestic 10%-CAC Reinsurance, Ltd. 90%-Credit CAC (TCI), Ltd. 7/16/2002 Turks & Caicos Acceptance Holding Company Foreign Special purpose company limited to facilitating asset CAC Funding Corp. 6/23/1998 State of Nevada 100% backed transactions Foreign CAC International 100%-CAC Holdings, LLC 7/8/2002 Michigan (TCI) Ltd. Holding Company Domestic Lease contracts on CAC Leasing, Inc. 4/29/1996 State of Michigan 100% used vehicles Domestic CAC Luxembourg 100%-CAC S.a.r.l 3/30/2001 Luxembourg Scotland Lending Institution Foreign Specialized financing and 100%-CAC receivable CAC of Canada Company 3/20/1996 Canada Scotland management in Canada Foreign 110 Special purpose Credit Acceptance of company limited to Nevada, Inc. 1/25/1993 State of Nevada 100% financing activities Foreign Reinsurance company Turks and Caicos for collision CAC Reinsurance, Ltd. 1/30/1997 Islands 100% insurance Foreign Investment Business-provide 90%-TCI acquisition finance 10%- CAC and working capital Foreign CAC Scotland 3/23/2001 Scotland International to companies in the Partnership Holdings CAC Group Private Limited CAC UK Funding 100%-CAC Company Limited 3/21/2001 England and Whales Scotland Lending Institution Foreign CAC Warehouse Funding Corp. 9/10/2002 Nevada 100% SPV Company Foreign CAC Warehouse Funding Corporation II 9/25/2003 Nevada 100% SPV Company Foreign 100%-Credit Credit Acceptance Acceptance Auto Dealer Loan Funding Trust 2003-1 6/6/2003 Delaware LLC-2003-1 Trust Company Foreign 100%-Credit Credit Acceptance Acceptance Auto Dealer Loan Funding Trust 2004-1 8/11/2004 Delaware LLC-2004-1 Trust Company Foreign Credit Acceptance Funding LLC 2003-1 6/6/2003 Delaware 100% SPV Company Foreign Credit Acceptance Funding LLC 2004-1 8/9/2004 Delaware 100% SPV Company Foreign Specialized financing and Credit Acceptance receivable Corporation Ireland 100%-CAC management in Limited 12/2/1996 Ireland Scotland Ireland Foreign Credit Acceptance 90%-CAC Special purpose Corporation of South State of South 10%-CAC company limited to Dakota, Inc. 10/13/1994 Dakota Reinsurance financing activities Foreign Specialized financing and Credit Acceptance receivable Corporation UK 100%-CAC management in the Limited 9/6/1994 England and Wales Scotland U.K. Foreign Credit Acceptance Motors, Inc. 3/30/2005 Michigan 100% Auto Dealership** Domestic Provide on-line market place for its dealer partners Credit Acceptance to puchase products Wholesale Buyers from various Club, Inc. 12/3/2001 State of Michigan 100% vendors. Domestic Remarketing services for Vehicle Remarketing automobiles at Services, Inc. 5/21/1997 State of Michigan 100% auctions Domestic 111 SCHEDULE 6.6 TAXES None. 112 SCHEDULE 6.12 LITIGATION 1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇, Plaintiffs v. Credit Acceptance Corporation and Northeast Auto Credit, Inc., Defendants, in the United States District Court for the Western District of Missouri, Western Division. The Company is currently a defendant in a class action proceeding commenced on October 15, 1996 in the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri and removed to the United States District Court for the Western District of Missouri. The complaint seeks unspecified money damages for alleged violations of a number of state and federal consumer protection laws. On October 9, 1997, the District Court certified two classes on the claims brought against the Company, one relating to alleged overcharges of official fees, the other relating to alleged overcharges of post-maturity interest. On August 4, 1998, the District Court granted partial summary judgment on liability in favor of the plaintiffs on the interest overcharge claims based upon the District Court's finding of certain violations but denied summary judgment on certain other claims. The District Court also entered a number of permanent injunctions, which among other things, restrained the Company from collecting on certain class accounts. The Court also ruled in favor of the Company on certain claims raised by class plaintiffs. Because the entry of an injunction is immediately appealable, the Company appealed the summary judgment order to the United States Court of Appeals for the Eighth Circuit. Oral argument on the appeals was heard on April 19, 1999. On September 1, 1999, the United States Court of Appeals for the Eighth Circuit overturned the August 4, 1998 partial summary judgment order and injunctions against the Company. The Court of Appeals held that the District Court lacked jurisdiction over the interest overcharge claims and directed the District Court to sever those claims and remand them to state court. On February 18, 2000, the District Court entered an order remanding the post-maturity interest class to the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri while retaining jurisdiction on the official fee class. The Company then filed a motion requesting that the District Court reconsider that portion of its order of August 4, 1998, in which the District Court had denied the Company's motion for summary judgment on the federal Truth-In-Lending Act ("TILA") claim. On May 26, 2000, the District Court entered summary judgment in favor of the Company on the TILA claim and directed the Clerk of the Court to remand the remaining state law official fee claims to the appropriate state court. On September 18, 2001, the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri mailed an order assigning this matter to a judge. On October 28, 2002, the plaintiffs filed a fourth amended complaint. The Company filed a motion to dismiss the plaintiff's fourth amended complaint on November 4, 2002. On November 18, 2002, the Company filed a memorandum urging the decertification of the classes. On February 21, 2003, the plaintiffs filed a brief opposing the Company's November 4, 2002 motion to dismiss the case. On May 19, 2004, the court released an order, dated January 9, 2004, that denied the Company's motion to dismiss. On November 16, 2005 the Court issued an order that, among other things, adopted the District Court's order certifying classes. The Company will continue its vigorous defense of all remaining claims. However, an adverse ultimate disposition of this litigation could have a material negative impact on the Company's financial position, liquidity and results of operations. 2. 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. 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. 114 SCHEDULE 6.17 COMPLIANCE WITH LAWS None. 115 SCHEDULE 8.5A None. 116 SCHEDULE 8.5B PERMITTED DEBT The Company is indebted to Agent in an amount which shall not be in excess of $7,539,000 pursuant to a Continuing Collateral Mortgage, dated April 28, 1994, as amended, secured by a first lien on the Silver Triangle Building, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. 117 SCHEDULE 8.6
Appears in 1 contract
PRICING MATRIX. THE APPLICABLE MARGIN FOR APPLICABLE FEE PERCENTAGE FOR -------------------------------------- --------------------------------------- ADVANCES OF THE REVOLVING CREDIT ADVANCES AT THE CARRIED AT THE NOTWITHSTANDING THE PRIME-BASED RATE EURODOLLAR-BASED RATE REVOLVING CREDIT LETTER OF CREDIT COMPANY'S RATING LEVEL: SHALL BE SHALL BE FACILITY FEE FEE ----------------------- ---------------- --------------------- ----------------- --------------------- 0% 1.30% .6000% 1.425% (inclusive of facing fee) 108 111 SCHEDULE 3.11 EXISTING LETTERS OF CREDIT LC NUMBER APPLICANT BENEFICIARY EXPIRATION DATE AMOUNT --------- -------------------- --------------------- --------------- ---------- 578094-03 CAC Reinsurance Ltd. Combined Insurance 5/26/06 $2,500,000 Company of America 565237-03 CAC Reinsurance Ltd. American Bankers Life 5/26/06 $ 50,000 Assurance Co. of Florida The Account Party for each Letter of Credit described in this Schedule is CAC Reinsurance Ltd. solely, and not jointly and severally with the Company. 109 112 SCHEDULE 6.5 SUBSIDIARIES See attached. DATE CREATED DOMESTIC OR STATE/COUNTRY OF PERCENT OF NATURE OF OR NAME OF SUBSIDIARY ACQUIRED INCORPORATION OWNERSHIP BUSINESS FOREIGN --------------------- ---------- ------------------ ------------- ------------------- ---------- Provides auction Services to sellers Arlington Investment when selling Company 5/7/1998 State of Michigan 100% automobiles Domestic Finance Retail Auto Funding America Installment Inc. 1/18/2000 State of Michigan 100% Contracts Domestic Finance Retail Auto Funding America 7/26/2000 State of Nevada Installment Foreign of Nevada Inc. 12/17/2003 State of Michigan 100% Contracts Domestic Accept the assignment of lease Auto Lease Services agreements from LLC 6/6/2000 State of Delaware 100% automotive dealers Foreign AutoNet Finance Lease contracts of ▇▇▇▇▇▇▇.▇▇▇, Inc. 6/2/1999 State of Michigan 100% used vehicles Domestic Administrator of Buyers Vehicle vehicle extended Protection Plan, Inc. 6/18/1990 State of Michigan 100% service contracts Domestic 10%-CAC Reinsurance, Ltd. 90%-Credit CAC (TCI), Ltd. 7/16/2002 Turks & Caicos Acceptance Holding Company Foreign Special purpose company limited to facilitating asset CAC Funding Corp. 6/23/1998 State of Nevada 100% backed transactions Foreign CAC International 100%-CAC Holdings, LLC 7/8/2002 Michigan (TCI) Ltd. Holding Company Domestic Lease contracts on CAC Leasing, Inc. 4/29/1996 State of Michigan 100% used vehicles Domestic CAC Luxembourg 100%-CAC S.a.r.l 3/30/2001 Luxembourg Scotland Lending Institution Foreign Specialized financing and 100%-CAC receivable CAC of Canada Company 3/20/1996 Canada Scotland management in Canada Foreign 110 113 Special purpose Credit Acceptance of company limited to Nevada, Inc. 1/25/1993 State of Nevada 100% financing activities Foreign Reinsurance company Turks and Caicos for collision CAC Reinsurance, Ltd. 1/30/1997 Islands 100% insurance Foreign Investment Business-provide 90%-TCI acquisition finance 10%- CAC and working capital Foreign CAC Scotland 3/23/2001 Scotland International to companies in the Partnership Holdings CAC Group Private Limited CAC UK Funding 100%-CAC Company Limited 3/21/2001 England and Whales Scotland Lending Institution Foreign CAC Warehouse Funding Corp. 9/10/2002 Nevada 100% SPV Company Foreign CAC Warehouse Funding Corporation II 9/25/2003 Nevada 100% SPV Company Foreign 100%-Credit Credit Acceptance Acceptance Auto Dealer Loan Funding Trust 2003-1 6/6/2003 Delaware LLC-2003-1 Trust Company Foreign 100%-Credit Credit Acceptance Acceptance Auto Dealer Loan Funding Trust 2004-1 8/11/2004 Delaware LLC-2004-1 Trust Company Foreign Credit Acceptance Funding LLC 2003-1 6/6/2003 Delaware 100% SPV Company Foreign Credit Acceptance Funding LLC 2004-1 8/9/2004 Delaware 100% SPV Company Foreign Specialized financing and Credit Acceptance receivable Corporation Ireland 100%-CAC management in Limited 12/2/1996 Ireland Scotland Ireland Foreign Credit Acceptance 90%-CAC Special purpose Corporation of South State of South 10%-CAC company limited to Dakota, Inc. 10/13/1994 Dakota Reinsurance financing activities Foreign Specialized financing and Credit Acceptance receivable Corporation UK 100%-CAC management in the Limited 9/6/1994 England and Wales Scotland U.K. Foreign Credit Acceptance Motors, Inc. 3/30/2005 Michigan 100% Auto Dealership** Domestic Provide on-line market place for its dealer partners Credit Acceptance to puchase products Wholesale Buyers from various Club, Inc. 12/3/2001 State of Michigan 100% vendors. Domestic Remarketing services for Vehicle Remarketing automobiles at Services, Inc. 5/21/1997 State of Michigan 100% auctions Domestic 111 114 SCHEDULE 6.6 TAXES None. 112 115 SCHEDULE 6.12 LITIGATION
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇, Plaintiffs v. Credit Acceptance Corporation and Northeast Auto Credit, Inc., Defendants, in the United States District Court for the Western District of Missouri, Western Division. The Company is currently a defendant in a class action proceeding commenced on October 15, 1996 in the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri and removed to the United States District Court for the Western District of Missouri. The complaint seeks unspecified money damages for alleged violations of a number of state and federal consumer protection laws. On October 9, 1997, the District Court certified two classes on the claims brought against the Company, one relating to alleged overcharges of official fees, the other relating to alleged overcharges of post-maturity interest. On August 4, 1998, the District Court granted partial summary judgment on liability in favor of the plaintiffs on the interest overcharge claims based upon the District Court's finding of certain violations but denied summary judgment on certain other claims. The District Court also entered a number of permanent injunctions, which among other things, restrained the Company from collecting on certain class accounts. The Court also ruled in favor of the Company on certain claims raised by class plaintiffs. Because the entry of an injunction is immediately appealable, the Company appealed the summary judgment order to the United States Court of Appeals for the Eighth Circuit. Oral argument on the appeals was heard on April 19, 1999. On September 1, 1999, the United States Court of Appeals for the Eighth Circuit overturned the August 4, 1998 partial summary judgment order and injunctions against the Company. The Court of Appeals held that the District Court lacked jurisdiction over the interest overcharge claims and directed the District Court to sever those claims and remand them to state court. On February 18, 2000, the District Court entered an order remanding the post-maturity interest class to the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri while retaining jurisdiction on the official fee class. The Company then filed a motion requesting that the District Court reconsider that portion of its order of August 4, 1998, in which the District Court had denied the Company's motion for summary judgment on the federal Truth-In-Lending Act ("TILA") claim. On May 26, 2000, the District Court entered summary judgment in favor of the Company on the TILA claim and directed the Clerk of the Court to remand the remaining state law official fee claims to the appropriate state court. On September 18, 2001, the Circuit Court of ▇▇▇▇▇▇▇ County, Missouri mailed an order assigning this matter to a judge. On October 28, 2002, the plaintiffs filed a fourth amended complaint. The Company filed a motion to dismiss the plaintiff's fourth amended complaint on November 4, 2002. On November 18, 2002, the Company filed a memorandum urging the decertification of the classes. On February 21, 2003, the plaintiffs filed a brief opposing the Company's November 4, 2002 motion to dismiss the case. On May 19, 2004, the court released an order, dated January 9, 2004, that denied the Company's motion to dismiss. On November 16, 2005 the Court issued an order that, among other things, adopted the District Court's order certifying classes. The Company will continue its vigorous defense of all remaining claims. However, an adverse ultimate disposition of this litigation could have a material negative impact on the Company's financial position, liquidity and results of operations.
2. 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. 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. 114 SCHEDULE 6.17 COMPLIANCE WITH LAWS None. 115 SCHEDULE 8.5A None. 116 SCHEDULE 8.5B PERMITTED DEBT The Company is indebted to Agent in an amount which shall not be in excess of $7,539,000 pursuant to a Continuing Collateral Mortgage, dated April 28, 1994, as amended, secured by a first lien on the Silver Triangle Building, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. 117 SCHEDULE 8.6
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