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THIRD AMENDMENT TO INTERCREDITOR
AGREEMENT
This Third
Amendment to Intercreditor Agreement dated as of July 31,
2008 (“Third Amendment”) is entered into by and among
(a) Comerica Bank (“Comerica”), acting in its
capacity as agent (in such capacity, the “Agent”) for
and on behalf of the various financial institutions which are, or
may from time to time hereafter become, parties to the Credit
Agreement and (b) Comerica, in its capacity as collateral
agent hereunder (in such capacity, together with its successors and
assigns, the “Collateral Agent”), and is acknowledged
by Credit Acceptance Corporation, a Michigan corporation
(“Company”) as issuer of the Benefited Obligations and
by the Guarantors.
A. Agent,
Collateral Agent, each of the undersigned Lenders (or their
predecessors), and certain Noteholders entered into that certain
Intercreditor Agreement dated as of December 15, 1998 which
was acknowledged by the Company as of such date and which was
amended by the parties by First Amendment (“First
Amendment”) dated as of March 30, 2001 and that Second
Amendment (“Second Amendment” dated as of June 10,
2002) (as so amended, the “Intercreditor
Agreement”).
B. At the
request of the Company, and in connection with certain amendments
to be made to the Credit Agreement concurrently with this Third
Amendment, the undersigned parties have agreed to amend the terms
and conditions of the Intercreditor Agreement, but only as set
forth herein.
NOW,
THEREFORE, the parties have entered into this Third Amendment
to make further amendments to the Intercreditor Agreement, as
follows:
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