1
EXHIBIT 4(a)(8)
SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT
RE:
CREDIT ACCEPTANCE CORPORATION
SECOND AMENDED AND RESTATED
10.37% SENIOR NOTES DUE NOVEMBER 1, 2001
Dated as of April 27, 2000
Effective as of December 1, 1999
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 July 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, and
the Sixth Amendment, dated as of December 1, 1999, 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 Seventh Amendment to Note
Purchase Agreement (this "Seventh Amendment") in the following respect:
2.1 SECTION 6.1(B). Clause (i) of Section 6.1(b) is hereby amended in its
entirety as follows:
2
EXHIBIT 4(a)(8)
(i) two hundred percent (200%) of Consolidated Tangible Net Worth
at such time, provided that for purposes of this test, Consolidated
Senior Funded Debt shall be calculated by including all Debt incurred
by a Special Purpose Subsidiary, whether or not included therein under
GAAP, or
2.2 SECTION 6.1(C). Section 6.1(c) is hereby amended in its entirety as
follows:
(C) SUBORDINATED FUNDED DEBT. The Company will not at any time
permit Consolidated Subordinated Funded Debt to exceed one hundred
fifty percent (150%) of Consolidated Tangible Net Worth at such time,
provided that for purposes of this test, Consolidated Subordinated
Funded Debt shall be calculated by including all Debt incurred by a
Special Purpose Subsidiary, whether or not included therein under
GAAP.
2.3 SECTION 9.1. The definition of Consolidated Tangible Net Worth in
Section 9.1 is hereby amended and restated in its entirety as set forth below.
CONSOLIDATED TANGIBLE NET WORTH -- means, at any time, the result of
(a) the shareholders' equity of the Company and its Subsidiaries,
minus
(b) the retained earnings of the Unrestricted Subsidiaries, minus
(c) all Intangible Assets of the Company and the Subsidiaries, minus
(d) without duplication, any excess servicing asset resulting from
the Transfer, pursuant to a Permitted Securitization, of
Advances, Leased Vehicles, Installment Contracts (whether
assigned outright or related to Advances) or Leases (whether
assigned outright or related to Leased Vehicles),
in each case as would be reflected on a consolidated balance sheet of such
Persons at such time. As used in this definition, "Consolidated Net Worth"
means, at any time, the amount of "consolidated total assets" less the amount of
"consolidated total liabilities", as each would be reflected on a consolidated
balance sheet of the Company and its Subsidiaries at such time, prepared in
accordance with GAAP.
SECTION 3. MISCELLANEOUS
3.1 COUNTERPARTS. This Seventh Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together only one Seventh Amendment.
2
3
EXHIBIT 4(a)(8)
3.2 HEADINGS. The headings of the sections of this Seventh 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 Seventh 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
Seventh Amendment and (b) the terms and provisions of the Agreement, as amended
by this Seventh 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 Seventh 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 Seventh Amendment may refer to the Agreement without
making specific reference to this Seventh Amendment but nevertheless all such
references shall be deemed to include, to the extent applicable, this Seventh
Amendment unless the context shall otherwise require.
3.6 COMPLIANCE. The Company certifies that immediately before and after
giving effect to this Seventh Amendment, no Default or Event of Default exists
or would exist after giving effect hereto; provided that the Company is not in
compliance with the covenant contained in Section 6.3 before giving effect to
this Seventh Amendment.
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 (retroactive to December 1, 1999), 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 Seventh 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 Seventh 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.
3
4
EXHIBIT 4(a)(8)
(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 Xxxxxxx Xxxx LLP, your special counsel, presented to the
Company on or prior to the effective date of this Seventh Amendment.
3.8 AMENDMENT TO CREDIT AGREEMENT. The Company represents that the Second
Amendment to the Credit Agreement, as in effect on the date of the effectiveness
of this Seventh Amendment, is in the form attached as Attachment 1 hereto.
3.9 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 Seventh
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 Seventh Amendment) and the Notes.
[Remainder of page intentionally blank. Next page is signature page.]
4
5
EXHIBIT 4(a)(8)
If this Seventh 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 Seventh Amendment shall become binding between us in
accordance with its terms.
Very truly yours,
CREDIT ACCEPTANCE CORPORATION
By /S/XXXXX X. XXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Co-President
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
5
6
EXHIBIT 4(a)(8)
ACCEPTED: ALLSTATE LIFE INSURANCE CO.
By /S/XXXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
By /S/XXXXXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX & COMPANY, LLC
By Xxxxxxx Xxxxx & Company, LLC, Attorney-
in-Fact
By /S/XXXXX X. XXXXXXXX
--------------------------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Principal and Manager
Fixed Income Department
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
BY CIGNA INVESTMENTS, INC. (authorized agent)
By /S/XXXXX X. XXXXXXXXX
---------------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY,
ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
BY CIGNA INVESTMENTS, INC. (authorized agent)
By /S/XXXXX X. XXXXXXXXX
---------------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
6
7
EXHIBIT 4(a)(8)
ACCEPTED: ACE PROPERTY AND CASUALTY
INSURANCE COMPANY (F.K.A. CIGNA
PROPERTY AND CASUALTY INSURANCE COMPANY)
BY CIGNA INVESTMENTS, INC. (authorized agent)
By /S/XXXXX X. XXXXXXXXX
---------------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
BY: PHOENIX INVESTMENT COUNSEL, INC.
By /S/XXXXXXXX X. XXXXXXX
---------------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Managing Director
[Signature Page to Seventh Amendment to Note Purchase Agreement in respect of
10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation]
7
8
EXHIBIT 4(a)(8)
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
Xxxxxxx Xxxxx & Company, LLC
8
