exv4wxfyx120y







	 	 	 	 	 



Exhibit 4(f)(120)




EXECUTION COPY




SEVENTH AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT





     This Seventh Amendment and Consent under the Fourth Amended and Restated Credit Agreement
(“Seventh Amendment”) is made as of June 15, 2009 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 Fourth Amended and Restated Credit
Acceptance Corporation Credit Agreement dated as of February 7, 2006 (as amended by the First
Amendment dated September 20, 2006, Second Amendment dated January 19, 2007, Third Amendment
dated June 14, 2007, Fourth Amendment dated as of January 25, 2008, Fifth Amendment dated July
31, 2008, Sixth Amendment dated as of December 9, 2008 and as may be further amended 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 certain amendments to the Credit
Agreement and Agent and the Banks are willing to do so, but only on the terms and conditions
set forth in this Seventh Amendment.
	 
	 	 	NOW, THEREFORE, Company, Agent and the Banks agree:






	 	1.	 	Section 1 of the Credit Agreement is hereby amended as follows:
	 
	 		 	(a) The following specified definitions are hereby amended and restated (in their
entirety), as follows:






	 	 	 	“Borrowing Base Limitation” shall mean, as of any date of
determination, an amount equal to (i) eighty percent (80%) of Dealer
Loans Receivable, plus (ii) eighty percent (80%) of the Purchased
Contract Balance, minus (iii) the Hedging Reserve and minus (iv) the
aggregate principal amount outstanding from time to time of any Debt (other than the Indebtedness) secured by any of
the Collateral; provided, however, that if, at any time, (a) the
advance rates under any Securitization Transaction (other than a
Bridge Securitization) set forth in the related Securitization
Documents (“Securitization Advance Rates”) are more than ten
percentage points lower than the applicable advance rates expressed
in clauses (i) or (ii) of this definition (“Credit Agreement Advance
Rates”), or (b) the stated advance rates under





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	 	 	 	any Future Debt set forth in the related Future Debt Documents (“Future Debt Advance
Rates”) are lower than the Credit Agreement Advance Rates then, the
applicable Credit Agreement Advance Rates shall be deemed to be
automatically reduced to the lowest Securitization Advance Rates or
Future Debt Advance Rates, as the case may be, then in effect, such
reduction to remain in effect so long as the Securitization Advance
Rates or Future Debt Advance Rates, as applicable, are lower than
the Credit Agreement Advance Rates set forth in this definition. At
no time, however, shall the Credit Agreement Advance Rates exceed
eighty percent (80%).
	 
	 	 	 	“Eurodollar-based Rate” shall mean a per annum interest rate which
is equal to the sum of (a) the Applicable Margin plus (b) the
greater of (x) the LIBOR Floor and (y) the quotient of:






	 	(i)	 	the LIBOR Rate






	 	 	 	divided by






	 	(ii)	 	a percentage equal to 100% minus the maximum
rate on such date at which the Agent is required to maintain
reserves on ‘Eurodollar Liabilities’ as defined in and pursuant
to Regulation D of the Board of Governors of the Federal
Reserve System or, if such regulation or definition is
modified, and as long as the Agent is required to maintain
reserves against a category of liabilities which includes
Eurodollar deposits or includes a category of assets which
includes Eurodollar loans, the rate at which such reserves are
required to be maintained on such category,






	 	 	 	such sum to be rounded upward, if necessary, to the nearest whole multiple of
1/100th of 1%.
	 
	 	 	 	“Future Debt” shall mean Debt evidenced by Long Term Notes; provided
that the aggregate principal amount of all such Debt outstanding at
any time from and after the date hereof shall not exceed Five
Hundred Million Dollars ($500,000,000); and provided further that,
at the time any such Debt is incurred, the Funding Conditions have been satisfied. For the purposes of this
definition, “Long Term Notes” shall mean unsecured or secured
non-revolving promissory notes to be issued by the Company, which
Debt shall have a term extending at least beyond the Revolving
Credit Maturity Date then in effect, have an amortization schedule
not greater than level amortization to maturity (but with no
principal payments required for a period of





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	 	 	 	at least 12 months) and have no requirement for mandatory early repayment except (x) upon
default, (y) following a change in control or (z) following the sale
of any material portion of the assets of the Company or any of its
Subsidiaries, to the extent of the proceeds of such sale.
	 
	 	 	 	“Revolving Credit Maturity Date” shall mean the earlier to occur of
(i) June 23, 2011, as such date may be extended from time to time
pursuant to Section 2.16 hereof, and (ii) the date on which the
Revolving Credit Maximum Amount shall be terminated pursuant to
Section 2.15 or 9.2 hereof.
	 
	 	 	 	“Revolving Credit Maximum Amount” shall mean the aggregate of the
Revolving Credit Commitments of the Lenders as set forth on Exhibit
D hereto, subject to any increases in the Revolving Credit Maximum
Amount pursuant to Section 2.17 of this Agreement, by an amount not
to exceed the Revolving Credit Optional Increase, and subject to any
reductions or termination of the Revolving Credit Maximum Amount
under Sections 2.15 or 9.2 of this Agreement; provided, however,
that in no event shall the Revolving Credit Maximum Amount hereunder
at any time exceed Two Hundred Million Dollars ($200,000,000).
	 
	 	 	 	“Revolving Credit Optional Increase” shall mean an amount equal to
$60,000,000 minus the portion thereof applied from time to time
under Section 2.17 hereof to increase the Revolving Credit Maximum
Amount.
	 
	 		 	(b) The following new definitions are hereby inserted in the appropriate
alphabetical order:
	 
	 	 	 	“LIBOR Floor” shall mean a per annum interest rate equal to 1.5%.
	 
	 		 	(c) The defined term “Lead Arranger” is hereby deleted in its entirety.






	 	2.	 	Section 2 of the Credit Agreement is amended as follows;






	 		 	(a) The first sentence of Section 2.5(a) is amended and restated in its entirety as
follows:
	 
	 	 	 	“The Swing Line Bank may, on the terms and subject to the conditions
hereinafter set forth (including without limitation Section 2.5(c)
hereof), but shall not be required to, make one or more advances
(each such advance being a “Swing Line Advance”) to Company from
time to time on any Business Day





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	 	 	 	during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an
aggregate amount, in Dollars, not to exceed at any time outstanding
the Swing Line Maximum Amount.”
	 
	 		 	(b) The last sentence of Section 2.5(a) is hereby deleted.
	 
	 	3.	 	Section 7 is hereby amended as follows:
	 
	 		 	 (a) Section 7.4 is hereby amended and restated in its entirety as follows:
	 
	 	 	 	“7.4 Maintain Asset Coverage Ratio. On a consolidated basis,
maintain at all times, a ratio of Consolidated Net Assets to
Consolidated Funded Debt equal to or greater than 1.10 to 1.00.”
	 
	 		 	(b) Section 7.5 is hereby amended and restated in its entirety as follows:
	 
	 	 	 	“7.5 Maintain Funded Debt Ratio Level. On a Consolidated
basis, maintain as of the end of each fiscal quarter a ratio of
Consolidated Funded Debt (including in the calculation thereof, for
purposes of this Section 7.5, all Debt incurred by a Special Purpose
Subsidiary, whether or not included therein under GAAP) to the
Company’s Consolidated Tangible Net Worth equal to or less than 3.25
to 1.0.”
	 
	 		 	(c) Section 7.7 is hereby amended and restated in its entirety as follows:
	 
	 	 	 	“7.7 Maintain Fixed Charge Coverage Ratio. On a Consolidated
basis, maintain as of the end of each fiscal quarter a Fixed Charge
Coverage Ratio of not less than 2.0 to 1.0.”
	 
	 	4.	 	Section 12.15 is hereby amended and restated in its entirety as follows:
	 
	 	 	 	“12.15 Lead Arranger; Documentation Agent, Co-Agent or other
Titles. Any Bank identified on the facing page or signature
page of this Agreement or in any amendment hereto or as designated
with consent of the Agent in any assignment agreement as Lead
Arranger, Documentation Agent, Syndication Agent, Co-Agent or any
similar titles, shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement as a result
of such title other than those applicable to the Banks as such;
provided, however, that such identified Banks shall be entitled to
the benefits afforded to Agent under Sections 12.5, 12.6 and 12.11
hereof. Without limiting the foregoing, the Banks so identified
shall not have or be deemed to have any fiduciary relationship with
any Bank as a result of such title. Each Bank acknowledges that it
has not relied, and will not rely, on the Bank so identified in
deciding





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	 	 	 	to enter into this Agreement or in taking or not taking action hereunder.”





     5. Facing Page the facing page of the Credit Agreement is hereby amended and restated
by deleting such face page and inserting the replacement face page attached hereto as Attachment 1
in its place.



     6. Schedule 1.1 to the Credit Agreement is hereby amended and restated by deleting
such Schedule and inserting the replacement Schedule 1.1 attached hereto as Attachment 2 in
its place.



     7. Exhibit D to the Credit Agreement is hereby amended and restated by deleting such
exhibit and inserting the replacement Exhibit D attached hereto as Attachment 3 in its
place.



     8. On the date on which the conditions set forth in Section 9 of this Seventh Amendment shall
have been satisfied (the “Seventh Amendment Effective Date”), (a) each Bank shall have (i) a
Percentage equal to the applicable percentage set forth in Attachment 3 hereto (the “New
Percentages”) and (ii) its own Advances of the Revolving Credit (and participation in Letters of
Credit) in its Percentage of all such Advances (and Letters of Credit) outstanding on the Seventh
Amendment Effective Date (based on the New Percentages) and (b) any Bank not a party to the Credit
Agreement prior to the Seventh Amendment Effective Date (each such Bank, a “New Bank”) shall become
obligated as a Bank thereunder, entitled to all of the rights and privileges and subject to all of
the obligations of the Banks under the Credit Agreement. To facilitate the foregoing, each Bank
(including each New Bank) which as a result of the adjustments of Percentages shown on Attachment 3
is to have a greater principal amount of Advances of the Revolving Credit outstanding than such
Bank had outstanding under the Credit Agreement immediately prior to the Seventh Amendment
Effective Date (each such Bank an “Increasing Bank”) shall deliver to the Agent immediately
available funds to cover such Advances of Revolving Credit and the Agent shall, to the extent of
the funds so received, disburse funds to each Bank which, as a result of the aforesaid adjustment of the Percentages,
is to have a lesser principal amount of Advances of the Revolving Credit outstanding than such Bank
had under the Credit Agreement immediately prior to the Seventh Amendment Effective Date, and each
such Bank whose Percentage is reducing (a “Reducing Bank”) shall be deemed to have assigned such
reduction in its commitment and outstandings to the Increasing Banks, pro rata based upon the New
Percentages, such assignment to be without representation, warranty or recourse (except that such
assignment has been duly authorized and such commitment and outstandings have not been otherwise
assigned or encumbered by such Reducing Bank). Each Bank which was a party to the Credit Agreement
prior the Seventh Amendment Effective Date, upon receipt of its New Note(s) delivered hereunder
(which Notes are to be in exchange for and not in payment of the predecessor Revolving Credit
Notes) issued by the Company to such Bank, shall return its predecessor Notes to the Agent which
shall stamp such Notes “Exchanged” and deliver said Notes to the Company. The Banks agree that all
interest and fees accrued under the Credit Agreement prior to the Seventh Amendment Effective Date
shall constitute the property of the Banks which were parties to the Credit Agreement prior to the
Seventh Amendment Effective Date and shall be distributed by the Agent (to the extent received from
the Company) to such Banks on the basis of the Percentages in effect prior to the Seventh Amendment
Effective Date. Furthermore, it is acknowledged and agreed that all fees paid prior to the Seventh




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Amendment Effective Date shall not be recalculated, redistributed or reallocated by Agent among the
Banks.



     9. This Seventh Amendment shall become effective according to the terms and as of the date
hereof, upon satisfaction by the Company of the following conditions:





(1) Agent shall have received counterpart originals of (i) this Seventh
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.




(2) Agent shall have received executed replacement Revolving Credit Notes
for each Bank reflecting the new Percentages set forth on Attachment 3
hereto.




(3) Company shall have paid to Agent, for distribution to the Banks the
upfront fees as set forth in the Summary of Terms and Conditions dated May
19, 2009.




(4) Agent shall have received from a responsible senior officer of the
Company a certification (i) that all necessary actions have been taken by
the Company to authorize execution and delivery of this Seventh Amendment,
supported by such resolutions or other evidence of corporate authority or
action as reasonably required by Agent and the Majority Banks and that no
consents or other authorizations of any third parties are required in
connection therewith; and (ii) that, after giving effect to this Seventh
Amendment, no Default or Event of Default has occurred and is continuing on the proposed effective
date of the Seventh Amendment.



          Agent shall give notice to Company and the Banks of the occurrence of the Seventh Amendment
Effective Date.




     10. 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.



     11. Except as specifically set forth above, this Seventh 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.



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



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



     14. This Seventh 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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Attachment 1




Replacement Face Page




(See attached)







 









 








EXECUTION COPY




 

 






FOURTH AMENDED AND RESTATED




CREDIT ACCEPTANCE CORPORATION




CREDIT AGREEMENT




DATED AS OF FEBRUARY 7, 2006




COMERICA BANK, AS ADMINISTRATIVE AGENT

AND COLLATERAL AGENT




BANK OF AMERICA, N.A. AND

FIFTH THIRD BANK (EASTERN MICHIGAN) AS CO-AGENTS




BANK OF MONTREAL, AS SYNDICATION AGENT




 

 








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Attachment 2




Schedule 1.11




PRICING MATRIX




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Applicable Margin For	 	Applicable Fee Percentage For
	Notwithstanding	 	 	 	 	 	Advances carried at	 	Revolving	 	 
	the Company’s	 	Advances carried at	 	the Eurodollar-based	 	Credit	 	Letter of Credit
	Rating Level:	 	the Base Rate shall be	 	Rate shall be	 	Facility Fee	 	Fee
	 
	 	Plus 1.00%	 	 	2.75	%	 	 	.25	%	 	 	1.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	(inclusive of
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	facing fee)








 




			
	1	 	All terms as defined in the Agreement.





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Attachment 3




EXHIBIT D




(Percentages)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving Credit	 
	Bank	 	Percentage	 	 	Commitment	 
	Comerica Bank
	 	 	25.0	%	 	$	35,000,000	 
	Fifth Third Bank (Eastern Michigan)
	 	 	21.4285714	%	 	$	30,000,000	 
	Bank of America, N.A.
	 	 	21.4285714	%	 	$	30,000,000	 
	Bank of Montreal
	 	 	17.8571429	%	 	$	25,000,000	 
	RBS Citizens, N.A.
	 	 	14.2857143	%	 	$	20,000,000	 
	 
	 	 	 	 	 	 
	Total
	 	 	100	%	 	$	140,000,000	 
	 
	 	 	 	 	 	 






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




	 	 	 	 	 
	 	COMERICA BANK,

as Agent

 	 
	 	By:  	/s/ Michael Stapleton
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 



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	 	CREDIT ACCEPTANCE

CORPORATION

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Douglas W. Busk 	 
	 	 	Its:  Treasurer 	 
	 



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	 	BANKS:



COMERICA BANK

 	 
	 	By:  	/s/ Michael Stapleton
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Neil Hilton
 	 
	 	 	Its: Senior Vice President 	 
	 	 	 	 
	 



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	 	BANK OF MONTREAL

 	 
	 	By:  	/s/ Michael S. Cameli
 	 
	 	 	Its:  Director 	 
	 	 	 	 
	 



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	 	FIFTH THIRD BANK

(Eastern Michigan)

 	 
	 	By:  	/s/ John Antonczak
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 



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	 	RBS CITIZENS, N.A.

 	 
	 	By:  	/s/ Michael Dolson
 	 
	 	 	Its: Senior Vice President 	 
	 	 	 	 
	 



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