EX-4.(A)(10) 3 k64290ex4-a10.txt NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT 1 4(a)(10) NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT RE: CREDIT ACCEPTANCE CORPORATION SECOND AMENDED AND RESTATED 10.37% SENIOR NOTES DUE NOVEMBER 1, 2001 Dated as of June 7, 2001 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 November 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, the Sixth Amendment, dated as of December 1, 1999, the Seventh Amendment, dated as of April 27, 2000, and the Eighth Amendment, dated as of March 8, 2001, 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 Ninth Amendment to Note Purchase Agreement (this "Ninth Amendment") in the following respects: 2 2.1 SECTION 6.6. Subclause (D) of Section 6.6(a)(i) is amended by adding the words ", CAC of Canada Limited and Credit Acceptance Corporation Ireland Limited" immediately after the words "CAC UK" in such subclause (D). 2.2 SECTION 9.1. The definition of "Total Restricted Subsidiary Debt" in Section 9.1 is hereby amended by adding the following at the end thereof (before the "."): ; and (iii) Total Restricted Subsidiary Debt does not include the amount of Debt of any Restricted Subsidiary attributable to any liabilities secured by any Lien on assets owned by such Restricted Subsidiary if such Lien is granted in favor of the "Collateral Agent" (as defined in the Intercreditor Agreement) for the benefit of the Banks, the holders of Notes and "Future Debt Holders" (as defined in the Intercreditor Agreement) and subject to the Intercreditor Agreement SECTION 3. MISCELLANEOUS 3.1 COUNTERPARTS. This Ninth Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one Ninth Amendment. 3.2 HEADINGS. The headings of the sections of this Ninth 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 Ninth 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 Ninth Amendment and (b) the terms and provisions of the Agreement, as amended by this Ninth 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 Ninth 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 Ninth Amendment may refer to the Agreement without making specific reference to this Ninth Amendment but nevertheless all such references shall be deemed to include, to the extent applicable, this Ninth Amendment unless the context shall otherwise require. 2 3 3.6 COMPLIANCE. The Company certifies that all necessary actions have been taken by the Company to authorize the execution and delivery of this Ninth Amendment, and immediately before and after giving effect to this Ninth Amendment, no Default or Event of Default exists or would exist after giving effect hereto. 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, 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 Ninth 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 Ninth 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. (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 Bingham Dana LLP, your special counsel, presented to the Company on or prior to the effective date of this Ninth Amendment. 3.8 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 Ninth 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 Ninth Amendment) and the Notes. 3 4 [Remainder of page intentionally blank. Next page is signature page.] 4 5 If this Ninth 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 Ninth Amendment shall become binding between us in accordance with its terms. Very truly yours, CREDIT ACCEPTANCE CORPORATION By/S/ Douglas W. Busk -------------------------------------- Name: Douglas W. Busk Title: Chief Financial Officer [Signature Page to Ninth Amendment to Note Purchase Agreement in respect of 10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation] 5 6 ACCEPTED: ALLSTATE LIFE INSURANCE CO. By: /S/ Ronald A. Mendel ------------------------------- Name: Ronald A. Mendel Title: Authorized Signatory By: /S/ Patricia W. Wilson --------------------------------- Name: Patricia W. Wilson Title: Authorized Signatory [Signature Page to Ninth Amendment to Note Purchase Agreement in respect of 10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation] 6 7 ACCEPTED: WILLIAM BLAIR & COMPANY, LLC By William Blair & Company, LLC, Attorney- in-Fact By/S/ James D. McKinney --------------------------------- Name: James D. McKinney Title: Principal [Signature Page to Ninth Amendment to Note Purchase Agreement in respect of 10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation] 8 ACCEPTED: CONNECTICUT GENERAL LIFE INSURANCE COMPANY BY CIGNA INVESTMENTS, INC. (authorized agent) By/S/ Debra J. Height ------------------------------------------ Name: Debra J. Height Title: Managing Director CONNECTICUT GENERAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS BY CIGNA INVESTMENTS, INC. (authorized agent) By/S/ Debra J. Height ------------------------------------------ Name: Debra J. Height Title: Managing Director ACE PROPERTY AND CASUALTY INSURANCE COMPANY (F.K.A. CIGNA PROPERTY AND CASUALTY INSURANCE COMPANY) BY CIGNA INVESTMENTS, INC. (authorized agent) By/S/ Debra J. Height ------------------------------------------ Name: Debra J. Height Title: Managing Director [Signature Page to Ninth Amendment to Note Purchase Agreement in respect of 10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation] 9 ACCEPTED: PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY BY: PHOENIX INVESTMENT COUNSEL, INC. By/S/ Rosemary T. Strekel --------------------------------- Name: Rosemary T. Strekel Title: Senior Managing Director [Signature Page to Ninth Amendment to Note Purchase Agreement in respect of 10.37% Senior Notes Due November 1, 2001 of Credit Acceptance Corporation] 10 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 William Blair & Company, LLC 11