exv4wfw144






Exhibit 4(f)(144)





FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March
3, 2011, among Credit Acceptance Corporation, a Michigan corporation (the “Company”),
Buyers Vehicle Protection Plan, Inc., a Michigan corporation (“BVPP”), Vehicle Remarketing
Services, Inc., a Michigan corporation (together with BVPP, the “Guarantors”), and U.S.
Bank National Association, a national banking association, as trustee under the Indenture referred
to below (the “Trustee”). Capitalized terms used but not defined herein have the
respective meanings set forth in the Indenture.



W I T N E S S E T H




     WHEREAS, the Company, the Guarantors and the Trustee have entered into an indenture, dated as
of February 1, 2010 (the “Indenture”), providing for the issuance by the Company of 9.125%
First Priority Senior Secured Notes due 2017 (the “Notes”);



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and the
Trustee may, without the consent of any Holder of Notes, amend or supplement the Indenture, the
Notes, any Security Document or the Intercreditor Agreement to, among other things, make any change
that would provide any additional rights or benefits to the Holders of Notes; cure any ambiguity,
omission, defect or inconsistency; conform the text of the Indenture, the Notes or any Guarantee to
any provision of the section of the Offering Circular entitled “Description of Notes” to the extent
that such provision in the section of the Offering Circular entitled “Description of Notes” was
intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Guarantee;
or make any change that does not adversely affect the legal rights under the Indenture of any such
Holder;



     WHEREAS, the Company and the Guarantors wish to implement the amendments set forth in this
First Supplemental Indenture to provide for the payment of pre-issuance accrued interest with
respect to any Additional Notes that may be issued and to correct, and conform to the “Description
of Notes” section of the Offering Circular, certain references in the Appendix to the amount of
Notes issued on the Issue Date;



     WHEREAS, the Company is delivering contemporaneously herewith to the Trustee, pursuant to the
Indenture, an Officers’ Certificate and an Opinion of Counsel in connection with the execution and
delivery of this First Supplemental Indenture; and



     WHEREAS, this First Supplemental Indenture complies with and is authorized by the applicable
provisions of the Indenture, including Section 9.01 thereof.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the
Trustee mutually covenant and agree as follows:



 









 





     1. Amendments.



          (a) Each of (i) paragraph 1 on the reverse side of the form of Note in Exhibit I to the
Appendix, (ii) paragraph 1 on the reverse side of the form of Note in Exhibit II to the Appendix
and (iii) paragraph 1 on the reverse side of each of the Notes is hereby amended by deleting
therefrom “(or, in the case of any Additional Notes as to which no interest has been paid, from the
date of issuance of such Additional Notes)”.




          (b) Each of Section 2.2 of the Appendix and clause (1) of the definition of Initial Notes in
Section 1.1 of the Appendix is hereby amended by replacing “$225,000,000” with “$250,000,000”.




     2. Effectiveness. Upon the execution and delivery of this First Supplemental
Indenture by the Company, the Guarantors and the Trustee, the Indenture shall be amended and
supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the
Indenture for all purposes.



     3. Indenture Remains in Full Force and Effect. Except as amended and supplemented
hereby, all provisions of the Indenture shall remain in full force and effect.



     4. Governing Law. This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving effect to
applicable principles of conflicts of law to the extent that the application of the law of another
jurisdiction would be required thereby.



     5. Effect of Headings. The section headings of this First Supplemental Indenture have
been inserted for convenience of reference only, are not intended to be considered a part of this
First Supplemental Indenture and shall not modify or restrict any of the terms or provisions of
this First Supplemental Indenture.



     6. Severability. In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.



     7. Counterparts. The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this First Supplemental Indenture.



[Signature page follows.]








 









 








     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first written above.



	 	 	 	 	 

	Credit Acceptance Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas W. Busk
 

Name: Douglas W. Busk
	 	 
	 

	 	Title: Senior Vice President and
Treasurer	 	 
	 
	 	 	 	 
	Buyers Vehicle Protection Plan, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas W. Busk
 

Name: Douglas W. Busk
	 	 
	 

	 	Title: Treasurer	 	 
	 
	 	 	 	 
	Vehicle Remarketing Services, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas W. Busk
 

Name: Douglas W. Busk
	 	 
	 

	 	Title: Treasurer	 	 
	 
	 	 	 	 
	U.S. Bank National Association	 	 
	 
	 	 	 	 
	By:

	 	/s/ Raymond S. Haverstock
 

Name: Raymond S. Haverstock
	 	 
	 

	 	Title: Vice President	 	 






[9.125% First Priority Senior Secured Notes — First Supplemental Indenture]