EX-4(F)(119)






Exhibit 4.(f)(119)




Execution Copy




SIXTH AMENDMENT

AND CONSENT UNDER THE

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This Sixth Amendment and Consent under the Fourth Amended and Restated Credit Agreement
(“Sixth Amendment”) is made as of December 9, 2008 by and among Credit Acceptance Corporation, a
Michigan corporation (“Company”), Comerica Bank and the other banks signatory hereto (individually,
a “Bank” and collectively, the “Banks”) and Comerica Bank, as administrative agent for the Banks
(in such capacity, “Agent”).



RECITALS





	A.	 	Company, Agent and the Banks entered into that certain Fourth Amended and Restated Credit
Acceptance Corporation Credit Agreement dated as of February 7, 2006 (as amended by First
Amendment dated September 20, 2006, Second Amendment dated January 19, 2007, Third Amendment
dated June 14, 2007, Fourth Amendment dated as of January 25, 2008, Fifth Amendment dated July
31, 2008 and as may be further amended or otherwise modified from time to time, the “Credit
Agreement”) under which the Banks renewed and extended (or committed to extend) credit to the
Company, as set forth therein.
	 
	B.	 	The Company has requested that Agent and the Banks agree to certain amendments to the Credit
Agreement and Agent and the Banks are willing to do so, but only on the terms and conditions
set forth in this Sixth Amendment.
	 
	C.	 	The Company has requested that the Agent and the Banks consent to the purchase by the Company
of certain securities issued in connection with the Permitted Securitization which closed on
April 12, 2007. Agent and the Banks are willing to do so, but only on the terms and
conditions set forth in this Sixth Amendment.
	 
	 	 	NOW, THEREFORE, Company, Agent and the Banks agree:






	 	1.	 	Section 1 of the Credit Agreement is hereby amended as follows:






	 	 	 	(a) The definition of “Advance(s)” is amended by deleting the reference therein to
“Prime-based Advance” and replacing it with a reference to “Base Rate Advance.
	 
	 	 	 	(b) The definition of “Applicable Interest Rate” is amended by deleting the
reference therein to “Prime-based Rate” and replacing it with a reference to “Base
Rate.”
	 
	 	 	 	(c) The definition of Prime-based Advance is hereby deleted.
	 
	 	 	 	(d) The following specified definitions are hereby amended and restated (in their
entirety), as follows:




 









 












	 	 	 	“Applicable Margin” shall mean, as of any date of determination
thereof, the applicable interest rate margin, determined by
reference to the appropriate columns in the Pricing Matrix attached
to this Agreement as Schedule 1.1.
	 
	 	 	 	“Eurodollar-based Rate” shall mean a per annum interest rate which
is equal to the sum of (a) the Applicable Margin, plus (b) the
quotient of:






	 	(i)	 	the LIBOR Rate






	 	 	 	divided by






	 	(ii)	 	a percentage equal to 100% minus the maximum
rate on such date at which the Agent is required to maintain
reserves on ‘Eurodollar Liabilities’ as defined in and pursuant
to Regulation D of the Board of Governors of the Federal
Reserve System or, if such regulation or definition is
modified, and as long as the Agent is required to maintain
reserves against a category of liabilities which includes
Eurodollar deposits or includes a category of assets which
includes Eurodollar loans, the rate at which such reserves are
required to be maintained on such category,






	 	 	 	such sum to be rounded upward, if necessary, to the nearest whole
multiple of 1/100th of 1%.
	 
	 	 	 	“Eurodollar-Interest Period” shall mean, for Swing Line Advances
carried at the Eurodollar-based Rate, an interest period of one
month or any shorter period of not less than seven days (or any
lesser number of days agreed to in advance by Company, Agent and the
Swing Line Bank), and for all other Eurodollar-based Advances, an
interest period of one, two, three or six months, or any shorter
period of not less than fourteen days (or any lesser or greater
number of days agreed to in advance by Agent and the Banks), in each
case as selected by Company, as applicable, for a Eurodollar-based
Advance pursuant to Section 2.3 or 2.5 hereof, as the case may be.
	 
	 	 	 	“Prime-based Rate” shall mean, for any day, that rate of interest
which is equal to the greater of (i) the Prime Rate, and (ii) the
Alternate Base Rate.
	 
	 	 	 	(e) The following new definitions are hereby inserted in the appropriate
alphabetical order:




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	 	 	 	“Base Rate” shall mean for any day, that rate of interest which is
equal to the Applicable Margin plus the greater of the (i) the Daily
Adjusting LIBOR Rate and (ii) the Prime-based Rate.
	 
	 	 	 	“Base Rate Advance” shall mean an Advance which bears interest at
the Base Rate.
	 
	 	 	 	“LIBOR Rate” shall mean,
	 
	 	 	 	(a) with respect to the principal amount of any Eurodollar-based
Advance, the per annum rate of interest determined on the basis of
the rate for deposits in United States Dollars for a period, in the
case of a Eurodollar-based Advance with a Eurodollar Interest Period
of one (1) month or longer, equal to the relevant
Eurodollar-Interest Period, and in the case of a Eurodollar-based
Advance with a Eurodollar-Interest Period of less than one (1)
month, equal to one (1) month, commencing on the first day of such
Eurodollar-Interest Period, appearing on Page BBAM of the Bloomberg
Financial Markets Information Service as of 11:00 a.m. (Detroit,
Michigan time) (or as soon thereafter as practical), two (2)
Business Days prior to the first day of such Eurodollar-Interest
Period. In the event that such rate does not appear on Page BBAM of
the Bloomberg Financial Markets Information Service (or otherwise on
such Service), the “LIBOR Rate” shall be determined by reference to
such other publicly available service for displaying LIBOR rates as
may be agreed upon by Agent and Company, or, in the absence of such
agreement, the “LIBOR Rate” shall, instead, be the per annum rate
equal to the average (rounded upward, if necessary, to the nearest
one-sixteenth of one percent (1/16%)) of the rate at which Agent is
offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan
time) (or as soon thereafter as practical), two (2) Business Days
prior to the first day of such Eurodollar-Interest Period in the
interbank LIBOR market in an amount comparable to the principal
amount of the relevant Eurodollar-based Advance which is to bear
interest at such Eurodollar-based Rate and for a period equal to the
relevant Eurodollar-Interest Period; and
	 
	 	 	 	(b) with respect to the principal amount of any Advance carried at
the Daily Adjusting LIBOR Rate outstanding hereunder, the per annum
rate of interest determined on the basis of the rate for deposits in
United States Dollars for a period equal to one (1) month appearing
on Page BBAM of the Bloomberg Financial Markets Information Service
as of 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as
practical) on such day, or if such day is not a Business Day, on the
immediately preceding Business Day. In the event that such rate
does not appear on Page BBAM of the




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	 	 	 	Bloomberg Financial Markets Information Service (or otherwise on
such Service), the “LIBOR Rate” shall be determined by reference to
such other publicly available service for displaying eurodollar
rates as may be agreed upon by Agent and Company, or, in the absence
of such agreement, the “LIBOR Rate” shall, instead, be the per annum
rate equal to the average of the rate at which Agent is offered
dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or
soon thereafter as practical) on such day in the interbank
eurodollar market in an amount comparable to the principal amount of
the Indebtedness hereunder which is to bear interest at such “LIBOR
Rate” and for a period equal to one (1) month.






	 	 	 	“Daily Adjusting LIBOR Rate” shall mean for any day a per annum
interest rate which is equal to the sum of one percent (1%) plus the
quotient of the following:






	 	(a)	 	the LIBOR Rate;
	 
	 	 	 	divided by






	 	 	 	(b) a percentage (expressed as a decimal) equal to 1.00 minus the
maximum rate on such date at which Bank is required to maintain
reserves on “Euro-currency Liabilities” as defined in and pursuant
to Regulation D of the Board of Governors of the Federal Reserve
System or, if such regulation or definition is modified, and as long
as Bank is required to maintain reserves against a category of
liabilities which includes eurodollar deposits or includes a
category of assets which includes eurodollar loans, the rate at
which such reserves are required to be maintained on such category.






	 	2.	 	Sections 11.3, 11.4 and 11.5 are hereby amended and restated as follows:






	 	 	 	“11.3 Circumstances Affecting LIBOR Rate Availability. If
Agent or the Majority Banks (after consultation with Agent) shall
determine that, by reason of circumstances affecting the foreign
exchange and interbank markets generally, deposits in eurodollars in
the applicable amounts are not being offered to the Agent or such
Banks at the applicable LIBOR Rate, then Agent shall forthwith give
notice thereof to Company. Thereafter, until Agent notifies Company
that such circumstances no longer exist, (i) the obligation of Banks
to make Advances which bears interest at or by reference to the
LIBOR Rate, and the right of Company to convert an Advance to or
refund an Advance as an Advance which bears interest at or by
reference to the LIBOR Rate shall be suspended, (ii) effective upon
the last day of each Eurodollar-




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	 	 	 	Interest Period related to any existing Eurodollar-based Advance,
each such Eurodollar-based Advance shall automatically be converted
into an Advance which bears interest at or by reference to the
Prime-based Rate (plus the Applicable Margin) (without regard to
satisfaction of any conditions to conversion contained elsewhere
herein) and (iii) effective immediately following such notice, each
Advance which bears interest at or by reference to the Daily
Adjusting LIBOR Rate shall automatically be converted into an
Advance which bears interest at or by reference to the Prime-based
Rate (plus the Applicable Margin) (without regard to satisfaction
of any conditions to conversion contained elsewhere herein).






	 	 	 	11.4 Laws Affecting LIBOR Rate Availability. If, after the
date of this Agreement, the adoption or introduction of, or any
change in, any applicable law, rule or regulation or in the
interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof,
or compliance by any of the Banks (or any of their respective
Eurodollar Lending Offices) with any request or directive (whether
or not having the force of law) of any such authority, shall make it
unlawful or impossible for any of the Banks (or any of their
respective Eurodollar Lending Offices) to honor its obligations
hereunder to make or maintain any Advance which bears interest at or
by reference to the LIBOR Rate, such Bank shall forthwith give
notice thereof to Company and to Agent. Thereafter, (a) the
obligations of the applicable Banks to make Advances which bears
interest at or by reference to the LIBOR Rate and the right of
Company to convert an Advance into or refund an Advance as an
Advance which bears interest at or by reference to the LIBOR Rate
shall be suspended and thereafter only the Prime-based Rate, plus
the Applicable Margin shall be available, and (b) if any of the
Banks may not lawfully continue to maintain an Advance which bears
interest at or by reference to the LIBOR Rate, the applicable
Advance shall immediately be converted to an Advance which bears
interest at or by reference to the Prime-based Rate (plus the
Applicable Margin). For purposes of this Section, a change in law,
rule, regulation, interpretation or administration shall include,
without limitation, any change made or which becomes effective on
the basis of a law, rule, regulation, interpretation or
administration presently in force, the effective date of which
change is delayed by the terms of such law, rule, regulation,
interpretation or administration.






	 	 	 	11.5 Increased Cost of Advances Carried at the LIBOR Rate.
If, after the date of this Agreement, the adoption or introduction
of, or




5









 






	 	 	 	any change in, any applicable law, rule or regulation or in the
interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Agent or
any of the Banks (or any of their respective Eurodollar Lending
Offices) with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable
agency:






	 	 	 	(a) shall subject any of the Banks (or any of their respective
Eurodollar Lending Offices) to any tax, duty or other charge with
respect to any Advance or any Note or shall change the basis of
taxation of payments to any of the Banks (or any of their respective
Eurodollar Lending Offices) of the principal of or interest on any
Advance or any Note or any other amounts due under this Agreement in
respect thereof (except for changes in the rate of tax on the
overall net income of any of the Banks or any of their respective
Eurodollar Lending Offices imposed by the jurisdiction in which such
Bank’s principal executive office or Eurodollar Lending Office is
located); or






	 	 	 	(b) shall impose, modify or deem applicable any reserve (including,
without limitation, any imposed by the Board of Governors of the
Federal Reserve System), special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any of the Banks (or any of their respective Eurodollar
Lending Offices) or shall impose on any of the Banks (or any of
their respective Eurodollar Lending Offices) or the foreign exchange
and interbank markets any other condition affecting any Advance or
any of the Notes;
	 
	 	 	 	and the result of any of the foregoing matters is to increase the
costs to any of the Banks of maintaining any part of the
Indebtedness hereunder as an Advance which bears interest at or by
reference to the LIBOR Rate to reduce the amount of any sum received
or receivable by any of the Banks under this Agreement in respect of
an Advance or under the Notes which bears interest at or by
reference to the LIBOR Rate, then such Bank shall promptly notify
Agent (or, in the case of a Swing Line Advance, shall notify Company
directly, with a copy of such notice to Agent), and Agent (or such
Bank as aforesaid) shall promptly notify Company of such fact and
demand compensation therefor and, within fifteen (15) Business Days
after such notice, Company agrees to pay to such Bank or Banks such
additional amount or amounts as will compensate such Bank or Banks
for such increased cost or reduction . Agent will promptly notify
Company of any event of




6









 






	 	 	 	which it has knowledge which will entitle Banks to compensation
pursuant to this Section, or which will cause Company to incur
additional liability under Sections 11.1 and 11.6 hereof, provided
that Agent shall incur no liability whatsoever to the Banks or
Company in the event it fails to do so. A certificate of Agent (or
such Bank, if applicable) setting forth the basis for determining
such additional amount or amounts necessary to compensate such Bank
or Banks shall accompany such demand and shall be conclusively
presumed to be correct save for manifest error. For purposes of
this Section, a change in law, rule, regulation, interpretation,
administration, request or directive shall include, without
limitation, any change made or which becomes effective on the basis
of a law, rule regulation, interpretation, administration, request
or directive presently in force, the effective date of which change
is delayed by the terms of such law, rule, regulation,
interpretation, administration, request or directive.”





     3. All references to “Prime-based Advance” and “Prime-based Rate” shall be deleted and
replaced with references to “Base Rate Advance” and “Base Rate”, respectively, in Articles 2, 3, 5,
6, 7, 8, 9, 10, 12, and 13 and in the Exhibits to the Credit Agreement.



     4. Schedule 1.1 to the Credit Agreement is hereby amended and restated by deleting
such Schedule and inserting the replacement Schedule 1.1 attached hereto as Attachment 1 in
its place.



     5. Exhibit A to the Credit Agreement is hereby amended and restated by deleting such
exhibit and inserting the replacement Exhibit A attached hereto as Attachment 2 in its
place.



     6. Agent and the Banks hereby consent to the purchase by the Company of securities issued in
connection with the Permitted Securitization which closed on April 12, 2007, commonly known as the
2007-1 ABS bonds (the “Bond Purchase”), provided that (i) the Bond Purchase shall be made on
substantially the same terms and conditions as described in the memorandum delivered to the Banks
by the Company on November 18, 2008 (ii) the purchase price for such Bond Purchase shall not exceed
$7,500,000.00 and (iii) at the time of such Bond Purchase no Default or Event of Default shall have
occurred and be continuing.



     7. This Sixth Amendment shall become effective, according to the terms and as of the date
hereof, upon satisfaction by the Company of the following conditions:




	 	 	 	(1) Agent shall have received counterpart originals of (i) this Sixth
Amendment, duly executed and delivered by the Company and the requisite
Banks and (ii) a Reaffirmation of Loan Documents duly executed and delivered
by the Guarantors.






	 	 	 	(2) Agent shall have received from a responsible senior officer of the
Company a certification (i) that all necessary actions have been taken by
the Company to authorize execution and delivery of this Sixth




7









 






	 	 	 	Amendment, supported by such resolutions or other evidence of corporate
authority or action as reasonably required by Agent and the Majority Banks
and that no consents or other authorizations of any third parties are
required in connection therewith; and (ii) that, after giving effect to this
Sixth Amendment, no Default or Event of Default has occurred and is
continuing on the proposed effective date of the Sixth Amendment.





     Agent shall give notice to Company and the Banks of the occurrence of the Sixth Amendment
Effective Date.



     8. The Company ratifies and confirms, as of the date hereof and after giving effect to the
amendments contained herein, each of the representations and warranties set forth in Sections 6.1
through 6.18, inclusive, of the Credit Agreement and acknowledges that such representations and
warranties are and shall remain continuing representations and warranties during the entire life of
the Credit Agreement.



     9. Except as specifically set forth above, this Sixth Amendment shall not be deemed to amend
or alter in any respect the terms and conditions of the Credit Agreement, any of the Notes issued
thereunder or any of the other Loan Documents, or to constitute a waiver by the Banks or Agent of
any right or remedy under or a consent to any transaction not meeting the terms and conditions of
the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents.



     10. Unless otherwise defined to the contrary herein, all capitalized terms used in this Sixth
Amendment shall have the meaning set forth in the Credit Agreement.



     11. This Sixth Amendment may be executed in counterpart in accordance with Section 13.10 of
the Credit Agreement.



     12. This Sixth Amendment shall be construed in accordance with and governed by the laws of the
State of Michigan.



[Signatures Follow on Succeeding Pages]




8









 








Attachment 1




Schedule 1.11




PRICING MATRIX




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Applicable Margin For	 	 
	 	 	 	 	Advances carried at	 	 
	Notwithstanding the	 	Advances carried at	 	the	 	Applicable Fee Percentage For
	Company’s Rating	 	the Base Rate shall	 	Eurodollar-based	 	Revolving Credit	 	Letter of Credit
	Level:	 	be	 	Rate shall be	 	Facility Fee	 	Fee
	 

	 	minus .60%
	 	 	1.25	%	 	 	.50	%	 	1.375%
(inclusive of
facing fee)








 




			
	1	 	All terms as defined in the Agreement.




 









 










Attachment 2




EXHIBIT A




REQUEST FOR ADVANCE




	 	 	 
	No.________________

	 	Dated:________________







	TO: 	 	Comerica Bank (“Agent”)
	 
	RE: 	 	Fourth Amended and Restated Credit Acceptance Corporation Credit
Agreement dated as of February 7, 2006 by and among Company, the Banks
signatory thereto and Comerica Bank, as Agent (as amended, restated or
otherwise modified from time to time, the “Credit Agreement”)





     The Company pursuant to the Credit Agreement requests an Advance from Banks, as follows:



     Date of Advance:_________________________


Credit facility under which Advance is requested:





	 	 	o Revolving Credit




o (check if applicable)





	 	 	This Advance is or includes a whole or partial refunding/conversion of:






	 	 	Advance No(s)._________________________________________________




Type of Advance (check only one);





	 	 	o Base Rate Advance

o Eurodollar-based Advance




Amount of Advance:





	 	 	_________________________________________________




Interest Period (not applicable to Base Rate Advances)





	 	 	______ months (insert 1, 2, 3 or 6)






	 	 	______ days (insert number of days (not less than 14 unless agreed to by Agent and Banks)





     Interest on each 1 month or less, 2 month and 3 month Eurodollar-based Advance shall be
payable on the last day of the Applicable Interest Period. Interest on each 6 month Eurodollar-



 









 







based Advance shall be payable at intervals of 3 months after the first day of the applicable
Interest Period and also on the last day of the Interest Period applicable thereto.



Disbursement Instructions





	 	 	o Comerica Bank Account No. _______________________

o Other:___________________________________________________

                  ___________________________________________________





     The Company certifies to the matters specified in Section 2.3(f) or Sections 3.2(a) through
(e) of the Credit Agreement, as the case may be.



* * *




Signatures on Following Page





 









 








     Capitalized terms used herein, except as defined to the contrary, have the meanings given them
in the Credit Agreement.



	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Douglas W. Busk 	 
	 	Its: 	Treasurer 	 
	 



Agent Approval:______________




 









 






     WITNESS the due execution hereof as of the day and year first above written.



	 	 	 	 	 
	 	COMERICA BANK,

as Agent

 	 
	 	By:  	/s/ Timothy Bishop
 	 
	 	Its: 	Vice President 	 
	 	 	 	 
	 



Signature Page For

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(885814)





 









 








	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Douglas W. Busk 	 
	 	Its: 	Treasurer 	 
	 



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CAC Sixth Amendment

(885814)






 









 








	 	 	 	 	 
	 	BANKS:



COMERICA BANK

 	 
	 	By:  	/s/ Timothy Bishop
 	 
	 	Its: 	Vice President 	 
	 	 	 	 
	 



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Daniel R. Petrik
 	 
	 	Its: 	Senior Vice President 	 
	 	 	 	 
	 



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(885814)






 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Michael S. Cameli
 	 
	 	Its: 	Director 	 
	 	 	 	 
	 



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	 	FIFTH THIRD BANK

(Eastern Michigan)

 	 
	 	By:  	/s/ John Antonczak
 	 
	 	Its: 	Vice President 	 
	 	 	 	 
	 



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(885814)





 









 








	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Michael Kell
 	 
	 	Its: 	Vice President 	 
	 	 	 	 
	 



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(885814)





 









 








	 	 	 	 	 
	 	RBS CITIZENS, N.A.

 	 
	 	By:  	/s/ Michael Dolson
 	 
	 	Its: 	Senior Vice President 	 
	 	 	 	 
	 



Signature Page For

CAC Sixth Amendment

(885814)