-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkskAYpfpp8irYgB0L7wAmDuqPq10CMKS+9QcPpoK0GDENw8V1uVHeDttyDCqDlb DSLJTdzuTdPQNDOqy2EqzA== 0000950124-05-000365.txt : 20050125 0000950124-05-000365.hdr.sgml : 20050125 20050125163811 ACCESSION NUMBER: 0000950124-05-000365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050119 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20202 FILM NUMBER: 05547516 BUSINESS ADDRESS: STREET 1: 25505 W TWELVE MILE RD STREET 2: STE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 8103532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 8-K 1 k91429e8vk.txt CURRENT REPORT, DATED JANUARY 19, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JANUARY 19, 2005 CREDIT ACCEPTANCE CORPORATION (Exact Name of Registrant as Specified in its Charter) Commission File Number 000-20202 MICHIGAN 38-1999511 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25505 W. TWELVE MILE ROAD, SUITE 3000 48034-8339 Southfield, Michigan (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (248) 353-2700 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. (a) On January 19, 2005, Credit Acceptance Corporation (the "Company") executed Amendment No. 1, dated January 19, 2005, to the Sale and Servicing Agreement dated as of August 25, 2004 among the Company, Credit Acceptance Auto Dealer Loan Trust 2004-1, Credit Acceptance Funding LLC 2004-1, JPMorgan Chase Bank and Systems & Services Technologies, Inc. The amendment reduces the minimum tangible net worth the Company must maintain under the Sale and Servicing Agreement. The Amendment is attached as Exhibit 4(f)(64) to this Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 4 (f)(64) Amendment No. 1, dated January 19, 2005, to Sale and Servicing Agreement dated as of August 25, 2004 among the Company, Credit Acceptance Auto Dealer Loan Trust 2004-1, Credit Acceptance Funding LLC 2004-1, JPMorgan Chase Bank and Systems & Services Technologies, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CREDIT ACCEPTANCE CORPORATION (Registrant) By: /s/ Douglas W. Busk ------------------------ Douglas W. Busk Treasurer January 25, 2005 INDEX OF EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 4 (f)(64) Amendment No. 1, dated January 19, 2005, to Sale and Servicing Agreement dated as of August 25, 2004 among the Company, Credit Acceptance Auto Dealer Loan Trust 2004-1, Credit Acceptance Funding LLC 2004-1, JPMorgan Chase Bank and Systems & Services Technologies, Inc. EX-4.(F)(64) 2 k91429exv4wxfyx64y.txt AMENDMENT NO.1 TO SALE AND SERVICING AGREEMENT EXHIBIT 4(f)(64) AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT This AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT (the "Amendment") is dated as of January 19, 2005, and entered into by and among CREDIT ACCEPTANCE FUNDING LLC 2004-1, as the Seller (the "Seller"), CREDIT ACCEPTANCE CORPORATION, as the Servicer (the "Servicer"), and JPMORGAN CHASE BANK, as the Trust Collateral Agent/Indenture Trustee (the "Trust Collateral Agent"). Capitalized terms used and not defined in this Amendment shall have the meanings given such terms in the Sale and Servicing Agreement, dated as of August 25, 2004 (the "Sale and Servicing Agreement"), among Credit Acceptance Auto Dealer Loan Trust 2004-1, the Seller, the Servicer, the Trust Collateral Agent, and Systems & Services Technologies, Inc. PRELIMINARY STATEMENTS WHEREAS, each of the signatories hereto is party to the Sale and Servicing Agreement; and WHEREAS, each of the signatories hereto wishes to amend the Sale and Servicing Agreement as hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Sale and Servicing Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby expressly acknowledged, and intending to be legally bound hereby, the signatories hereto agree as follows: SECTION 1. Amendment. Section 3 of Schedule D to Sale and Servicing Agreement is hereby amended by deleting Section 3 of Schedule D in its entirety and replacing it with the following: "Credit Acceptance shall, on a Consolidated basis, maintain Consolidated Tangible Net Worth of not less than Two Hundred Million Dollars ($200,000,000), plus the sum of (i) eighty percent (80%) of Consolidated Net Income for each fiscal quarter of Credit Acceptance (A) beginning on or after April 1, 2004, (B) ending on or before the applicable date of determination thereof, and (C) for which Consolidated Net Income as determined above is a positive amount and (ii) the Equity Offering Adjustment.". SECTION 2. Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. SECTION 3. Captions. The captions in this Amendment are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 4. Agreement to Remain in Full Force and Effect. Except as amended hereby, the Sale and Servicing Agreement shall remain in full force and effect. All references in the Sale and Servicing Agreement to "herein," or words of like import, and all references to the Sale and Servicing Agreement in any agreement or document shall hereafter be deemed to refer to the Sale and Servicing Agreement as amended hereby. SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. SECTION 7. Waiver of Notice. Each of the parties hereto hereby waives any notice in connection with the execution and delivery of this Amendment. [signature page follows] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written. CREDIT ACCEPTANCE FUNDING LLC 2004-1, as the Seller By: /s/ Douglas W. Busk -------------------------------------------- Name: Douglas W. Busk Title: Treasurer CREDIT ACCEPTANCE CORPORATION, as the Servicer By: /s/ Douglas W. Busk -------------------------------------------- Name: Douglas W. Busk Title: Treasurer JPMORGAN CHASE BANK, as the Trust Collateral Agent/Indenture Trustee By: /s/ Esther Antoine -------------------------------------------- Name: Esther Antoine Title: Trust Officer The undersigned hereby irrevocably consents to this Amendment, and to its execution by the Seller, the Servicer and the Trust Collateral Agent. RADIAN ASSET ASSURANCE INC. By: /s/ Paul Kazmierczak -------------------------------------------- Name: Paul Kazmierczak Title: Vice President XL CAPITAL ASSURANCE INC. By: /s/ Christine Brunie -------------------------------------------- Name: Christine Brunie Title: Director -----END PRIVACY-ENHANCED MESSAGE-----