January  11, 2006

MOTOR VEHICLE ACCEPTANCE DEALERS

RE:  NEW FIRSTMERIT BANK PROMISSORY NOTE AND SECURITY AGREEMENT FORM #2567 REV. 12/05

Dear Motor Vehicle Acceptance Dealer:

FirstMerit Bank has updated the Motor Vehicle Acceptance/FirstMerit Bank Contract.  The new contract is now a FIXED RATE ONLY contract and is printed in GREEN.   Prime and Sub-Prime will now be using the SAME Green FirstMerit Bank  contract.  You will need to pay special attention to your faxed call backs to make sure the Motor Vehicle Acceptance deals are sent to Motor Vehicle Acceptance @ 10100 Brecksville Road, Brecksville, OH  44141, as you are now doing.  This also is a reminder that you still CANNOT draft on any Motor Vehicle Acceptance deals.  MVA’s processing fee is $250.  The difference now is that Prime and Sub-Prime will be using the SAME Green Contract.  We are hoping this will alleviate any confusion and will save in separate re-programming costs.

    GAP – If you sell GAP, the customer must sign TWO (2) times:
   1)  GAP Coverage Box on left side of contract   and  2) Bottom of Contract

ITEMIZATION OF THE AMOUNT FINANCED BOX: 2(b)  -  Rebate Down payment (Added) 2(c)  -  Gross Trade-In Value (Added) 2(e)  -  Trade Payoff Information (Added) 2(f)   -  Total Down payment (Changed – Negative Equity must now be disclosed as “0”) 2(g)  -  Additional Amount to payoff Trade (Added)

OTHER CHANGES: **Joint Credit Disability Disclosure **APR  /  Dealer Compensation Disclosure **Business Name Signature Section  -  (MVA does not do Business Loans) **Late Charge – Minimum is now $40.00 **Prepayment Charge – Minimum increased to $150.00

We have already given the major programmers these changes.  If your programmer does not have the revision, please contact Motor Vehicle Acceptance @ 1-800-896-1897 or 440-746-1890.

You may begin using the New Contract (Form #2567 Rev. 12/05) immediately.  The deadline for the old contracts (Form #NS2567A Rev 5/03) is February 13th, 2006.  Old contracts (Form #NS2567A Rev 5/03) written on or before February 13th, 2006 must be received by February 28th, 2006.

Thank you for choosing Motor Vehicle Acceptance as your financial solution.  We strive to deliver world-class service to you no matter what your needs may require.  If you have any questions, problems, or simply need supplies, do not hesitate to contact Motor Vehicle Acceptance @ 1-800-896-1897 or 440-746-1890.

 Sincerely,

 Tyler Lipscomb
 Director