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EXHIBIT 4(C)(15)
EXECUTION COPY
(COMERICA LOGO)
April 30, 2005
Credit Acceptance Corporation
Suite 3000
25505 West Twelve Mile Road
Southfield, Michigan 48034
Re:
EXTENSION, WAIVER AND AMENDMENT under Third Amended and
Restated
Credit Acceptance Corporation Credit Agreement dated as of June
9,
2004, as amended by First Amendment dated as of December 10,
2004
("Credit Agreement") by and among Credit Acceptance Corporation
("Company"), the Lenders which are parties thereto from time to
time
(each a "Bank" and collectively, the "Banks"), and Comerica Bank
as
Administrative Agent for the Banks (in such capacity, "Agent")
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Except as defined to
the
contrary herein, capitalized terms used in this Extension, Waiver
and Amendment
shall have the meanings given them in the Credit Agreement.
You
have indicated that, until certain accounting issues have been
resolved
with the Company's auditors (such issues, as outlined in your
Request Letter and
in the Company's press releases dated March 10, 2005 and April 11,
2005, the
"Unresolved Accounting Issues"), the Company will be unable to
complete its
audited financial statements for the fiscal year ending December
31,2004 and to
deliver those financial statements to the Banks as required under
Section 7.3(b)
of the Credit Agreement or to file the Company's 10-K report with
the federal
Securities and Exchange Commission as required under Section 7.3(f)
of the
Credit Agreement and under applicable law. Consequently, in your
request letter
("Request Letter") dated April 18, 2005 (submitted to the Banks by
e-mail), the
Company has asked the Banks to agree to extend the time for the
required
delivery of its audited financial statements and to waive the
defaults under the
Credit Agreement resulting from the Company's failure to file its
Form 10-K and
for related waivers.
The
Company represents and warrants to Agent and the Banks, as a
continuing
representation and warranty until the Indebtedness under the Credit
Agreement
has been repaid and discharged in full and no commitment to extend
any credit
thereunder remains outstanding,
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Mr. Doug Busk
April 30, 2005
Page 2
that except as disclosed on Schedule 1 hereto ("Scheduled Waivers")
it has
obtained (directly or through a Subsidiary, as applicable) all of
the waivers,
extensions and/or amendments ("Other Waivers") in respect of (i)
all agreements
for borrowed money, (ii) all Permitted Securitizations and (iii)
all other
contractual obligations, the occurrence of a default under which
could
reasonably be expected to have a Material Adverse Effect, in each
case, to
address the Unresolved Accounting Issues so as to eliminate or
continue to
postpone the occurrence thereunder of any event of default or other
event or
consequence which could reasonably be expected to have a Material
Adverse Effect
as result of such issues.
Based on the approval of the Majority Banks (attached to this
letter), the
Agent hereby confirms the following matters:
1. The Banks
extend the time for delivery of the Company's audited financial
statements under Section 7.3(b) of the Credit Agreement and the
time for
filing of the Company's Form 10-K under Section 7.3(f) of the
Credit
Agreement, in each case for its fiscal year ending December
31,2004, from
April 30,2005 (as currently required thereunder) to May 31,
2005.
2. The Banks
waive any Default or Event of Default due to the Company's
failure to file its Form 10-K for its fiscal year ending December
31, 2004
arising or that may arise under any provision of the Credit
Agreement or
any
of the other Loan Documents requiring the Company to file its Form
10-K
on a
timely basis, such waiver to be given retroactive effect to March
31,
2005, provided that the waiver under this paragraph shall expire
(unless
otherwise extended by the Majority Banks) on the earlier of May 31,
2005 or
the
date on which the Agent, at the direction or with the concurrence
of
the
Majority Banks, terminates this Waiver by written notice to the
Company
("Waiver Expiration Date") due to the Company's failure to obtain
a
Scheduled Waiver or upon any of the Other Waivers ceasing to be
effective,
unless replaced with a comparable Other Waiver. The Company agrees
to
notify the Agent and Banks in writing promptly upon becoming aware
that any
of
the Other Waivers has ceased to be effective and shall deliver to
the
Agent, promptly following receipt thereof, a copy of any Scheduled
Waiver
or
any replacement of an Other Waiver. In the event this Waiver ceases
to
be
effective with respect to any of the defaults described above, (x)
this
Waiver shall satisfy any requirement that written notice of such
defaults
be
provided to the Company pursuant to the terms of the Credit
Agreement or
the
other Loan Documents before any remedies may be exercised in
respect
thereof and (y) any grace periods applicable to such defaults
pursuant to
the
terms of the Credit Agreement and other Loan Documents shall be
deemed
to
have commenced on April 30, 2005, regardless of this Waiver.
3. Until the
Waiver Expiration Date, and notwithstanding Sections 7.2, 13.1
or
any other provision of
the Credit Agreement, (a) the Company shall not be
required, to the extent of the Unresolved Accounting Issues, (i) to
prepare
its
financial statements, projections and
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Mr. Doug Busk
April 30, 2005
Page 3
similar financial
information on a basis consistent with GAAP or (ii) to
make
any representation or warranty thereunder (or under any Request
for
Advance or similar document or instrument delivered pursuant to the
Credit
Agreement) that such financial statements, projections or similar
financial
information has been prepared on a basis consistent with GAAP, and
(b) any
misrepresentation, Default or Event of Default resulting from the
Company's
failure prior to the date hereof, to the extent of the
Unresolved
Accounting Issues, to report on a basis consistent with GAAP is
hereby
waived. The Company agrees and acknowledges that it shall continue
to be
obligated (without limitation) to deliver the financ
