cacc_ex4-117.htm


 


 


EXHIBIT 4.117


 




 


FOURTH AMENDMENT TO THE FIFTH


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


This Fourth Amendment to the Fifth Amended and Restated Credit Agreement (“Fourth Amendment”) is made as of January 15, 2014 by and among Credit Acceptance Corporation, a Michigan corporation (“Company”), Comerica Bank and the other banks signatory hereto (individually, a “Bank” and collectively, the “Banks”) and Comerica Bank, as administrative agent for the Banks (in such capacity, “Agent”).


 


RECITALS


 



	
A.

	
Company, Agent and the Banks entered into that certain Fifth Amended and Restated Credit Acceptance Corporation Credit Agreement dated as of June 17, 2011 (as amended by that certain First Amendment to Fifth Amended and Restated Credit Agreement dated June 15, 2012, that certain Second Amendment to Fifth Amended and Restated Credit Agreement dated June 20, 2013, that certain Third Amendment to Fifth Amended and Restated Credit Agreement dated December 9, 2013 and as may be further amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”) under which the Banks renewed and extended (or committed to extend) credit to the Company, as set forth therein.







 



	
B.

	
The Company has requested that Agent and the Banks agree to the amendment to the Credit Agreement contained herein and Agent and the Banks are willing to do so, but only on the terms and conditions set forth in this Fourth Amendment.







 


NOW, THEREFORE, Company, Agent and the Banks agree:


 


1.           The definition of “Permitted Guaranties” contained in Section 1 of the Credit Agreement is hereby amended by amending and restating clause (ii) thereof in its entirety as follows:


 


“(ii) any guaranties provided by a Significant Domestic Subsidiary of the Company of the Debt outstanding to any of the other Lenders and Permitted Senior Note Refinancing Debt, provided that concurrently with the giving of any such guaranty, such Subsidiary shall (if it has not done so prior to such date) enter into a Guaranty on substantially similar terms for the benefit of the Banks or”


 


2.           This Fourth Amendment shall become effective according to the terms and as of the date hereof, upon receipt by the Agent of: counterpart originals of (i) this Fourth Amendment, duly executed and delivered by the Company and the requisite Banks, and (ii) a Reaffirmation of Loan Documents duly executed and delivered by the Guarantors.


 


Agent shall give notice to Company and the Banks of the occurrence of the effectiveness of this Fourth Amendment.


 




  





  











  






3.           Company hereby certifies that (a) all necessary actions have been taken by the Company to authorize execution and delivery of this Fourth Amendment and (b) after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is continuing on the proposed effective date of this Fourth Amendment..


 


4.           The Company 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 6.18, 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.


 


5.           Except as specifically set forth above, this Fourth 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.


 


6.           Unless otherwise defined to the contrary herein, all capitalized terms used in this Fourth Amendment shall have the meaning set forth in the Credit Agreement.


 


7.           This Fourth Amendment may be executed in counterpart in accordance with Section 13.10 of the Credit Agreement.


 


8.           This Fourth 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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WITNESS the due execution hereof as of the day and year first above written.


 







 


COMERICA BANK,


 as Administrative Agent, Sole Lead Arranger, 


and Collateral Agent

















By: /s/ Paul G. Russo                                                                          




 


Its: Vice President                                                               

















Signature Page to CAC Fourth Amendment


 




  





  











  








CREDIT ACCEPTANCE


CORPORATION

















By: /s/ Douglas W. Busk                                                                        


       Douglas W. Busk


 


Its: Treasurer

















Signature Page to CAC Fourth Amendment


 




  





  











  






BANK OF AMERICA, N.A., as Co-Syndication 


Agent, and a Bank

















By: /s/ Mitchell Dangremond                                                                      




 


Its: Vice President                                                               

















Signature Page to CAC Fourth Amendment


 




  





  











  








BANK OF MONTREAL, as Co-Documentation 


Agent and a Bank

















By: /s/ Catherine Blaesing                                                                         




 


Its: Director                                                               

















Signature Page to CAC Fourth Amendment


 




  





  











  








FIFTH THIRD BANK, an Ohio banking 


corporation, successor by merger with FIFTH 


THIRD BANK, a Michigan banking 


corporation, as Co-Documentation Agent and a 


Bank












By: /s/ Jessica Pfeifer                                                                           




 


Its: Vice President                                                              

















Signature Page to CAC Fourth Amendment


 




  





  











  








RBS CITIZENS, N.A., as Co-Syndication Agent 


and a Bank

















By: /s/ Michael A. Farley                                                                        




 


Its: Vice President                                                               

















Signature Page to CAC Fourth Amendment


 




  





  











  








JPMORGAN CHASE BANK, N.A.

















By: /s/ Timothy Rettberg                   


       Timothy Rettberg                                                     

 


Its: Vice President                                                               

















Signature Page to CAC Fourth Amendment


 




  





  











  








THE HUNTINGTON NATIONAL BANK

















By: /s/ Tara Donovan         


                                                             

Its: Vice President                                                                

















Signature Page to CAC Fourth Amendment


 




  





  











  








ISRAEL DISCOUNT BANK OF NEW YORK

















By: /s/ Rahum Williams                                                                        




 


Its: First Vice President                                                                












By: /s/ Barry Solomon                                                                           




 


Its: First Vice President                                                                

















Signature Page to CAC Fourth Amendment


 




  





  











  








FLAGSTAR BANK, fsb

















By: /s/ Thomas Kuslits                                                                        




 


Its: Executive Vice President                                                                












 







 








Signature Page to CAC Fourth Amendment