EX-4.F.117








Exhibit
4(f)(117)


Execution Version




FIFTH AMENDMENT

TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This Fifth Amendment to Fourth Amended and Restated Credit Agreement (“Fifth Amendment”) is
made as of July 31, 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, 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 Fifth Amendment.



     NOW, THEREFORE, Company, Agent and the Banks agree:




	1.	 	Section 1 of the Credit Agreement is hereby amended by adding or amending and restating (in
their entirety), as the case may be, the following specified definitions, as follows:
	 
	 	 	“Domestic Reinsurance Subsidiary” shall mean VSC Re Company, a District of Columbia
corporation.
	 
	 	 	“Future Debt” shall mean Debt evidenced by Long Term Notes; provided that the aggregate
principal amount of all such Debt outstanding at any time from and after the date hereof
shall not exceed Three Hundred Million Dollars ($300,000,000); and provided further that, at
the time any such Debt is incurred, the Funding Conditions have been satisfied. For the
purposes of this definition, “Long Term Notes” shall mean unsecured or secured non-revolving
promissory notes to be issued by the Company, which Debt shall have a term extending at
least beyond the Revolving Credit Maturity Date then in effect, have an amortization
schedule not greater than level amortization to maturity (but with no principal payments
required for a period of at least 12 months) and have no requirement for mandatory early
repayment except (x) upon default, (y)




 









 






	 	 	following a change in control or (z) following the sale of any material portion of the
assets of the Company or any of its Subsidiaries, to the extent of the proceeds of such
sale.
	 
	 	 	“Permitted Securitization(s)” shall mean each transfer or encumbrance (each a “disposition”)
of (I) specific Dealer Loan Pools (and any interest in and lien on the Installment
Contracts, motor vehicles, and other rights and financial assets relating thereto) or
specific Purchased Contracts (and any interest in and lien on motor vehicles and other
rights and financial assets relating thereto), or (II) the trust certificate issued to
evidence the residual interest in Dealer Loan Pools or Purchased Contracts and other
financial assets transferred or encumbered pursuant to a prior Permitted Securitization, in
each case by the Company or one or more of its Subsidiaries to one or more Special Purpose
Subsidiaries or, in the case of a Securitization Transaction described in Clause (II) of
this definition (a “Bridge Securitization”), from one Special Purpose Subsidiary to another
Special Purpose Subsidiary, conducted in accordance with the following requirements:






(a) Each disposition in clause (I) shall identify with reasonable certainty the specific
Dealer Loan Pools or Purchased Contracts, as applicable, covered by such disposition; and
(x) such Dealer Loan Pools or Purchased Contracts shall have performance and other
characteristics so that the quality of such Dealer Loan Pools or Purchased Contracts, as the
case may be, is comparable to, but not materially better than, the overall quality of the
Company’s Dealer Loan Pools or Purchased Contracts, as applicable, as determined in good
faith by the Company in its reasonable discretion or (y) with respect to any such assets
assigned to an uncapped Dealer Loan Pool subsequent to such Dealer Loan Pool becoming a
Securitized Pool in conformity with the standards set forth in clause (x) of this
subparagraph (a), the assets covered by such dispositions were assigned to such Dealer Loan
Pool in the order such assets were originated and without the exercise of any discretion by
the Company;




(b) Both before and after giving effect to such disposition (and taking into account any
reduction in the Indebtedness with the proceeds of such disposition as required hereunder),
the Company shall be in compliance with the Borrowing Base Limitation, and, in the case of
any disposition to an uncapped Securitized Pool, none of the assets covered by such
disposition were included, prior to such disposition, in the most recent Borrowing Base
Certificate delivered to Agent under Section 7.3(d) or in an updated Borrowing Base
Certificate delivered to Agent under Section 7.3(m) or otherwise at the discretion of the
Company;




(c) Each such Securitization Transaction shall be structured on the basis of the issuance of
Debt or other similar securities by one or more Special Purpose Subsidiaries which Debt or
other securities shall be without recourse to Company and its other Subsidiaries, except to
the extent of normal and customary representations and warranties given as of the date of
each such disposition, and not as continuing representations and warranties, and otherwise
on normal and customary terms and conditions for comparable asset based securitization
transactions, which may include Cleanup Call provisions (it being understood that, for
purposes of this subparagraph (c), the terms and conditions



2









 







governing Securitization Transactions made by the Company prior to the date of this
Agreement or, if later, the date of the most recent amendment to this Agreement entered into
by the Company, Agent and the requisite Banks, shall be deemed to have been made on normal
and customary terms and conditions for comparable Securitization Transactions);




(d) Concurrently with each such disposition (except for dispositions to an uncapped
Securitized Pool whether or not pursuant to a revolving, expansion or relending feature
included in a Prior Securitization (for purposes of this definition, a “Revolving Feature”),
in each case to the extent that no disposition proceeds are available as a result of such
dispositions for application hereunder), the net proceeds of such disposition (net of
customary third party transaction fees and expenses and, if applicable, after applying the
proceeds of such disposition to repay any Debt to which the related financial assets are
subject and which is secured by a Lien on such financial assets, or otherwise as permitted
by the Intercreditor Agreement):




shall be applied to reduce the principal balance outstanding under the Revolving Credit (to
the extent then outstanding, and including the aggregate amount of drawings made under any
Letter of Credit for which the Agent has not received full payment) by the amount of such
net proceeds, subject to the right to reborrow in accordance with this Agreement;




provided, however, that to the extent that, on the date any reduction of the principal
balance outstanding under the Revolving Credit shall be required under this clause (d), the
Indebtedness under the Revolving Credit is being carried, in whole or in part, at the
Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the
Company may, after prepaying that portion of the Indebtedness then carried at the
Prime-based Rate, deposit the amount of such required principal reductions in a cash
collateral account to be held by the Agent, for and on behalf of the Banks (which shall be
an interest-bearing account), on such terms and conditions as are reasonably acceptable to
Agent and the Majority Banks and, subject to the terms and conditions of such cash
collateral account, sums on deposit therein shall be applied (until exhausted) to reduce the
principal balance of the Revolving Credit on the last day of each Interest Period
attributable to the applicable Eurodollar-based Advances of the Revolving Credit; and
provided further that Agent and the Banks acknowledge that any proceeds of any such Debt
incurred pursuant to a Permitted Securitization remaining after the application of such
proceeds as required by this clause (d) may be held or invested in Permitted Investments or
otherwise invested or applied in any manner not prohibited by this Agreement; and




(e) Both immediately before and after such disposition, no Default or Event of Default
(whether or not related to such disposition) has occurred and is continuing.




In connection with each Permitted Securitization to be conducted hereunder, as applicable,
the Company shall provide the following:



3









 






(i) in the case of the proposed execution of the initial Securitization Documents
for a new Securitization Transaction, to the Agent and the Banks (x) not less than
five (5) Business Days prior to the date of consummation thereof (or such lesser
period as approved by Agent), proposed drafts of the material Securitization
Documents covering the applicable Securitization Transaction, including without
limitation the proposed form of the release of financial assets, and any related
exhibits or schedules, to be contributed thereto (“Form of Release”) and (y) within
twenty (20) Business Days following the consummation thereof, executed copies of
such Securitization Documents, including, if applicable, a summary of any material
changes from the draft documents delivered to Agent and the Banks prior thereto;




(ii) for each disposition of financial assets (subject to clause (iii), below) after
the Company’s delivery of Securitization Documents to the Agent in accordance with
the immediately preceding clause (i) (including the first disposition under a new
Securitization Transaction), to the Agent, not less than three (3) Business Days
(the “Notice Period”) prior to the proposed transfer of such financial assets
pursuant to the applicable Securitization Transaction (or such lesser period as
approved by Agent), written notice that the Company intends to make a disposition of
financial assets (identifying the applicable Securitization Transaction, and the
approximate amount of financial assets to be transferred), accompanied by a
certification:




     (x) that the applicable Securitization Transaction (and related dispositions)
will constitute a Permitted Securitization hereunder,




     (y) that the applicable Securitization Documents remain in effect substantially
in the form previously furnished to Agent (or identifying any material changes, and
attaching any material amendment, supplement or other modification previously
entered into in respect of such Prior Securitization), and




     (z) that, after giving effect to such disposition, it will be in compliance
with the Borrowing Base Limitation and either (A) none of the assets covered by such
disposition were included in the most recent quarterly Borrowing Base Certificate
delivered to Agent under Section 7.3(d) hereof prior to such disposition or (B) a
new Borrowing Base Certificate (and any supporting information reasonably required
by Agent) dated as of the proposed date of the applicable disposition and, based on
projected information, giving effect to such disposition and confirming compliance
with the Borrowing Base Limitation, is attached to such certificate;




whereupon, unless Agent has notified Company that the requirements for a Permitted
Securitization have not been satisfied with respect to such Securitization
Transaction prior to the expiration of the Notice Period, the financial assets
covered by such disposition which had been originated prior to the date of such
release may be transferred by the Company pursuant to the applicable Permitted
Securitization and the Company shall be authorized to



4









 







execute and deliver and/or file, as the case may be, appropriate releases of such
financial assets using the Form of Release previously furnished to Agent, and shall
promptly deliver a copy of such release (and all exhibits and schedules thereto) to
Agent;




(iii) Notwithstanding the provisions of the immediately preceding clause (ii) of
this post-amble, in the case of a disposition of assets to an uncapped Securitized
Pool previously transferred pursuant to a Prior Securitization, no prior notice from
Company to Agent shall be required under such clause and, subject to the
requirements set forth in clauses (a) through (e) of this definition, all such
financial assets (whether originated before or after the date of the transfer of the
uncapped Securitized Pool), shall be released and the Lien of the Security Agreement
shall be deemed not to have attached to any such assets when the Company or any of
its Subsidiaries subsequently acquires rights in, to or under such assets and such
assets are transferred to an uncapped Securitized Pool. Furthermore, in the case of
the transfer of financial assets from a Prior Securitization to a new Securitization
Transaction or by one Special Purpose Subsidiary to another pursuant to a Bridge
Securitization, in each case in compliance with this Agreement, the Lien of the
Security Agreement shall be deemed not to attach to any financial assets so
transferred, even if such transfers are made through the Company or any of its other
Subsidiaries for reassignment as part of a single transaction. If, however, in any
case other than those described in this clause (iii), the Company or any of its
Subsidiaries (other than a Special Purpose Subsidiary) reacquires rights in such
financial assets, the Lien of the Security Agreement shall be deemed automatically
to reattach to such assets without any further action on the part of Agent or the
Banks; and




(iv) promptly following the reasonable request of Agent, any additional information
(including without limitation collection information and/or a “static pool
analysis”) reasonably requested by Agent in connection with such Securitization
Transaction.




Furthermore, in connection with each applicable Securitization Transaction, the Agent
agrees, promptly following the reasonable request of Company, to execute a written
confirmation, in form reasonably acceptable to the Agent, confirming the Company’s
compliance with the requirements set forth herein and the release from the Lien of the
Security Agreement of those financial assets released, or deemed released, hereunder.




“Revolving Credit Optional Increase” shall mean Seventy One Million Five Hundred Thousand
Dollars ($71,500,000).




“Significant Subsidiary(ies)” shall mean, as of any date of determination, any Subsidiary
(i) which is designated by the Company (in writing to Agent) as a Significant Subsidiary or
(ii) which has total assets (but excluding in the calculation of total assets, for any
Subsidiary, any assets which constitute Intercompany Loans, Advances and Investments by such
Subsidiary to Company outstanding from time to time and any assets which are acquired or
arise pursuant to a Permitted Securitization, including any equity interest in a



5









 







Special Purpose Subsidiary) in excess of one percent (1%) of Company’s Consolidated Tangible
Net Worth (or five percent (5%) in the case of CAC Reinsurance, Ltd.), determined as of the
end of each fiscal quarter based upon the financial statements required to be delivered
under Section 7.3(b) or 7.3(c) hereof, as the case may be (and giving effect to any changes
in net worth shown in such financial statements on the required date of delivery thereof);
provided however that, whether or not it satisfies the aforesaid net worth test, none of any
Special Purpose Subsidiary, the Scottish Partnership, the US LLC (so long as it is
considered a Foreign Subsidiary hereunder) or the Luxembourg Subsidiary shall be a
Significant Subsidiary and the Domestic Reinsurance Subsidiary shall be considered a
Significant Subsidiary solely for purposes of Section 7.20(a)(ii) hereof and not for any
other purpose.




	2.	 	Section 8.2 of the Credit Agreement is hereby amended by amending and restating Section 8.2
in its entirety as follows:




“8.2 Business Purposes. Engage in, or make any investment in any business engaged in, the
provision of property and casualty insurance (other than the activities conducted by the Domestic
Reinsurance Subsidiary relating to the Company’s motor vehicle service program (“Service Program
Activities”) which shall be conducted in the manner described on the attached Schedule 8.2), unless
the Company or such Subsidiary shall maintain reinsurance of its underwriting risk with a third
party(ies) rated “A-” or better by S&P or “A3” or better by Moody’s for all of the Company’s or
such Subsidiary’s exposure in excess of one hundred percent (100%) of the premiums written by the
Company or such Subsidiary; or engage in any business if, after giving effect thereto, the general
nature of the businesses of the Company and its Subsidiaries, taken as a whole, would no longer be
the provision of financing programs for the purchase of used motor vehicles, motor vehicle service
protection programs, credit life, accident and health insurance programs, guaranteed asset
protection program and other programs related to the foregoing (it being understood that, in the
course of the provision of such programs, the Company may be obligated to remit monies to Dealers
under Dealer Agreements (including, without limitation, with respect to Installment Contracts,
claims or refunds under insurance policies, or claims or refunds under service contracts, and to
make deposits in trust or otherwise as required under reinsurance agreements or pursuant to state
regulatory requirements); provided, however, that the Company and its Subsidiaries shall manage and
operate such businesses in substantially the same manner that they are managed and operated as of
the date hereof, except with respect to Service Program Activities which shall be conducted in
accordance with Schedule 8.2.





	3.	 	Section 8.6 of the Credit Agreement is hereby amended by deleting the word “and” at the end
of clause (c) thereof and amending and restating Section 8.6(d) and adding new Section 8.6(e)
as follows:






“(d) Liens on the property of Company or any of its Subsidiaries, other than Dealer Loans,
Dealer Loan Pools, Installment Contracts, leases or other financial assets, not otherwise
permitted under subparagraphs (a) through (c) of this Section 8.6 if the obligations secured
by such Liens are disclosed on Schedule 8.6 hereto or, for all Liens not disclosed on such
Schedule, do not exceed, in an aggregate amount from time to time outstanding, Two Million
Five Hundred Thousand Dollars ($2,500,000); provided, however, that for purposes of
determining the aggregate amount of obligations



6









 







outstanding from time to time under this clause (d) where the outstanding amount of such
obligations is not readily determinable or where such amount is subject to substantial
variation, such obligations will be tested on the basis of the aggregate amount of cash or
letters of credit deposited from time to time to secure such obligations (but only to the
extent such obligations are secured solely by cash collateral or letters of credit); and




“(e) Liens on any or all of its properties or assets granted by the Domestic Reinsurance
Subsidiary in the ordinary course of business in favor of a primary insurer.”




	4.	 	Section 8.8 of the Credit Agreement is hereby amended by amending and restating Section
8.8(d) as follows:






“(d)(i) Intercompany Loans, Advances and Investments made pursuant to the New Restructuring
or the restructuring of the ownership of the Company’s Subsidiaries (but without the
transfer of any cash or other property other than to the extent necessary, upon formation,
to meet minimum capitalization requirements, if any, under applicable law), (ii)
Intercompany Loans, Advances and Investments by the Company or any Domestic Subsidiary
(excluding any Special Purpose Subsidiary and any other Subsidiary excluded from the
definition of Significant Subsidiary by the proviso at the end of such definition) to or in
any other such Domestic Subsidiary, or any Person that concurrently with such Investment
becomes such a Domestic Subsidiary, made while no Default or Event of Default has occurred
and is continuing, (iii) Intercompany Loans permitted under Section 8.5(g), (iv)
Intercompany Loans, Advances and Investments by the Company to or in the Domestic
Reinsurance Subsidiary through the date of termination or expiration of this Agreement in an
aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000), plus
any amounts necessary to fund ordinary course upfront costs for actuary fees, attorney fees
and miscellaneous expenses in each case related to the Domestic Reinsurance Subsidiary and
to provide for ordinary course annual operating costs for actuary fees, attorney fees, and
miscellaneous expenses in each case related to the Domestic Reinsurance Subsidiary, provided
that at the time of each such Investment no Default or Event of Default has occurred and is
continuing, and (v) Intercompany Loans, Advances and Investments existing immediately prior
to the Effective Date to or in any Foreign Subsidiaries;”




	5.	 	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.






	6.	 	Schedule 6.5 to the Credit Agreement is hereby amended and restated by deleting such
Schedule and inserting the replacement Schedule 6.5 attached hereto as Attachment 2 in
its place.






	7.	 	New Schedules 8.2 and 8.6 to the Credit Agreement are hereby added in the forms
attached hereto as Attachment 3 and 4, respectively.






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




7









 












	 	(a)	 	Agent shall have received counterpart originals of (i) this Fifth 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.
	 
	 	(b)	 	Agent shall have received for distribution to the Banks, a work fee of $10,000
for each Bank which has approved this Fifth Amendment prior to the Fifth Amendment
Effective Date.
	 
	 	(c)	 	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 Fifth 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 Fifth
Amendment, no Default or Event of Default has occurred and is continuing on the
proposed effective date of the Fifth Amendment.






	 	 	Agent shall give notice to Company and the Banks of the occurrence of the Fifth Amendment
Effective Date.
	 
	9.	 	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.
	 
	10.	 	The Banks authorize the Agent, on or after the Fifth Amendment Effective Date, to enter into,
for and on behalf of the Banks, a Third Amendment to the Intercreditor Agreement,
substantially in the form of Attachment 5 hereto.
	 
	11.	 	Except as specifically set forth above, this Fifth 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.
	 
	12.	 	Unless otherwise defined to the contrary herein, all capitalized terms used in this Fifth
Amendment shall have the meaning set forth in the Credit Agreement.
	 
	13.	 	This Fifth Amendment may be executed in counterpart in accordance with Section 13.10 of the
Credit Agreement.
	 
	14.	 	This Fifth 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	 	Applicable Fee Percentage For
	 	 	 	 	Advances	 	 	 	 
	 	 	Advances	 	carried at the	 	 	 	 
	Notwithstanding	 	carried at the	 	Eurodollar-	 	Revolving	 	Letter of
	the Company’s	 	Prime-based	 	based Rate shall	 	Credit Facility	 	Credit
	Rating Level:	 	Rate shall be	 	be	 	Fee	 	Fee
	 
	 	minus 1.05%
	 	1.25%
	 	.50%
	 	1.375%

(inclusive of

facing fee)








 




			
	1	 	All terms as defined in the Agreement.




 









 










Attachment 2




Schedule 6.5

Subsidiaries and Compliance Information

[Company to add new subsidiary information for Domestic Reinsurance Subsidiary]




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Tax
	 	 	 	 	 	 	 	 	Identification
	 	 	 	 	 	 	 	 	Number and
	 	 	 	 	 	 	Jurisdiction	 	other
	 	 	 	 	Type of	 	of	 	identification
	Correct Legal Name	 	Address	 	Organization	 	Organization	 	numbers
	Arlington Investment Company
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-3411637
	Auto Funding America Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-3523899
	Auto Funding America of Nevada Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Nevada State

of Michigan
	 	38-3589855
	Auto Lease Services LLC
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	State of Delaware
	 	38-3544147
	AutoNet Finance Company.com, Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-3485932
	Buyers Vehicle Protection Plan, Inc.*
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-2957446
	CAC (TCI), Ltd.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Turks & Caicos
	 	98-0379770
	CAC Funding Corp.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Nevada
	 	38-3417412
	CAC International Holdings, LLC
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Michigan
	 	N/A
	CAC Leasing, Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-3307332






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Tax
	 	 	 	 	 	 	 	 	Identification
	 	 	 	 	 	 	 	 	Number and
	 	 	 	 	 	 	Jurisdiction	 	other
	 	 	 	 	Type of	 	of	 	identification
	Correct Legal Name	 	Address	 	Organization	 	Organization	 	numbers
	CAC Luxembourg S.a.r.l
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Luxembourg
	 	N/A
	CAC of Canada Company
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Canada
	 	N/A
	Credit Acceptance of Nevada, Inc.*
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Nevada
	 	38-3126705
	CAC Reinsurance, Ltd.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Turks and Caicos Islands
	 	38-3337060
	CAC Scotland
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Scottish Partnership
	 	Scotland
	 	N/A
	CAC UK Funding Limited
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Private Limited Company
	 	England and Whales
	 	N/A
	CAC Warehouse Funding Corp.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Nevada
	 	05-0566880
	CAC Warehouse Funding Corporation II
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Nevada
	 	90-0247399
	Credit Acceptance Corporation Ireland Limited
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Ireland
	 	N/A
	Credit Acceptance Corporation of South Dakota,
Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of South Dakota
	 	38-3126704
	Credit Acceptance Corporation UK Limited
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Private Limited Company
	 	England and Wales
	 	N/A
	Credit Acceptance 

Motors, Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	Michigan
	 	36-4577938
	Credit Acceptance Wholesale Buyers 

Club, Inc.
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	30-0036555
	Vehicle Remarketing Services, Inc.*
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Corporation
	 	State of Michigan
	 	38-3354454






11









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Tax
	 	 	 	 	 	 	 	 	Identification
	 	 	 	 	 	 	 	 	Number and
	 	 	 	 	 	 	Jurisdiction	 	other
	 	 	 	 	Type of	 	of	 	identification
	Correct Legal Name	 	Address	 	Organization	 	Organization	 	numbers
	VSC Re Company1
	 	1333 H Street, NW DC 20005
	 	Corporation
	 	District of Columbia
	 	[not yet assigned]
	Credit Acceptance Funding LLC 2006-1
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Delaware
	 	02-0773858
	Credit Acceptance Funding LLC 2006-2
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Delaware
	 	11-3794787
	Credit Acceptance Auto Dealer Loan Trust 2006-2
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Trust Company
	 	Delaware
	 	11-3794787
	Credit Acceptance Residual Funding LLC
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Delaware
	 	06-1796940
	Credit Acceptance Funding LLC 2007-1
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Delaware
	 	74-3209807
	Credit Acceptance Auto Dealer Loan Trust 2007-1
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Trust Company
	 	Delaware
	 	74-3209807
	Credit Acceptance Funding LLC 2007-2
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Limited Liability

Company
	 	Delaware
	 	61-1542988
	Credit Acceptance Auto Dealer Loan Trust 2007-2
	 	25505 W. Twelve Mile Rd

Southfield, MI 48034
	 	Trust Company
	 	Delaware
	 	30-6149740








 




			
	*	 	Significant Domestic Subsidiary
	 
	1	 	This entity had not yet been formed.




12









 










Attachment 3




Schedule 8.2




Description of Operations of Domestic Reinsurance Subsidiary




     The Domestic Reinsurance Subsidiary will enter into one or more quota share (which may be up
to 100%) reinsurance agreements with the direct writers or ceding insurers for CA’s vehicle service
contract programs. Under a quota share arrangement, the Domestic Reinsurance Subsidiary assumes a
percentage of the service contract liability and receives that percentage of the net premium. The
net premium paid to the Domestic Reinsurance Subsidiary becomes part of the Domestic Reinsurance
Subsidiary’s asset base and the assets are titled in the Domestic Reinsurance Subsidiary’s name.
However, insurance regulations prevent the Domestic Reinsurance Subsidiary from simply holding the
Reserves on its balance sheet. Rather, the Domestic Reinsurance Subsidiary must have collateral
with the ceding insurer equal to the ceded reserves. To do this, the Domestic Reinsurance
Subsidiary would either create a reinsurance trust account, as the grantor, whereby it would
deposit the ceded reserves for the benefit of the ceding insurer or alternatively, the Domestic
Reinsurance Subsidiary could deliver an Letter of Credit (LOC) to the ceding insurer in the amount
of the ceded reserves and keep its assets in its own hands. Credit Acceptance anticipates it will
use the trust structure.




 









 








Attachment 4




Schedule 8.6




     Description of balance differential swap agreement dated as of April 18, 2008 entered into
with Wachovia Bank in connection with the most recent Permitted Securitization funded by Wachovia
Bank:



     On April 18, 2008, Credit Acceptance Corporation entered into a Balance Differential Swap
agreement with Wachovia Bank, National Association. The trade obligates both parties to make
monthly cash payments to the other, which payments are netted out to a single payment each month.
The amount and direction of the monthly payment depends on both the level of the benchmark interest
rate and the amount of debt outstanding on the Class A Asset Backed Note issued by Credit
Acceptance Auto Loan Trust 2008-1. Credit Acceptance Corporation is required to make cash
collateral deposits for the benefit of Wachovia as credit support for its obligations under this
Balance Differential Swap.




 









 








Attachment 5




Attach form of Third Amendment to Intercreditor Agreement dated as of July 31, 2008





 









 








     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

CAC Fifth Amendment

(848191)






 









 








	 	 	 	 	 	 	 
	 	 	CREDIT ACCEPTANCE

CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas W. Busk	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Treasurer	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 





	 	 	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Bishop	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel R. Petrik	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Senior Vice President	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 








	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael S. Cameli	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Director	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 








	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK

(Eastern Michigan)
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Antonczak	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Kell	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 






Signature Page For

CAC Fifth Amendment

(848191)




 









 








	 	 	 	 	 	 	 
	 	 	RBS CITIZENS, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Dolson	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Senior Vice President	 	 






Signature Page For

CAC Fifth Amendment

(848191)