exv4wfw145






Exhibit
4(f)(145)



$100,000,000




CREDIT ACCEPTANCE CORPORATION



9.125% First Priority Senior Secured Notes due 2017



REGISTRATION RIGHTS AGREEMENT




March 3, 2011




Credit Suisse Securities (USA) LLC (“Credit Suisse”),
 As
representative of the Initial Purchasers
  Eleven
Madison Avenue
   New
York, New York 10010-3629



Dear Sirs:




     Credit Acceptance Corporation, a Michigan corporation (the “Issuer”), proposes to issue and
sell to Credit Suisse, as representative of the initial purchasers set forth on Schedule I hereto
(the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 28,
2011 (the “Purchase Agreement”), $100,000,000 aggregate principal amount of its 9.125% First
Priority Senior Secured Notes due 2017 (the “Initial Securities”) to be unconditionally guaranteed
(the “Guarantees”) by Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc.
(the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be
issued pursuant to an Indenture, dated as of February 1, 2010, as amended or supplemented (the
“Indenture”), among the Issuer, the Guarantors named therein and U.S. Bank National Association
(the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial
Purchasers, for the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. If any Transfer Restricted Securities (as defined in Section
6(d) hereof) other than Exchange Securities (as defined below) remain outstanding on the date
falling 400 days after the date of original issue of the Initial Securities (the “Issue Date”), the
Company shall (a) within 400 days after the Issue Date, at its own cost, prepare and file with the
Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the
Holders of Initial Securities who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer to issue and deliver to such Holders as soon as
practicable after the effectiveness of the Exchange Offer Registration Statement, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange
Securities”) of the Issuer issued under the Indenture and identical in all material respects to the
Initial Securities (except for the transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6 hereof) that would be registered under
the Securities Act; (b) use its reasonable best efforts to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 490 days after the Issue Date;
and (c) keep the Registered Exchange Offer open for not less than 20 days (or longer, if required
by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders
of the Initial Securities (such period being called the “Exchange Offer Registration
Period”).



     If the Company effects the Registered Exchange Offer, the Company will be entitled (subject to
applicable law) to close the Registered Exchange Offer 20 days after the commencement thereof
provided that the Company has accepted all the Initial Securities theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer.



 









 





     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall as soon as practicable commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities
electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is
not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no arrangements or
understandings with any person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of the United States.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market-making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
(or other appropriate) section of such prospectus and the “Purpose of the Exchange Offer” (or other
appropriate) section of such prospectus and (c) Annex C hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that
elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any
portion of an unsold allotment is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.



     The Company shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and amend and supplement the prospectus contained therein in order to permit
such prospectus to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for 180 days following the effective date of the Exchange Offer
Registration Statement or such shorter period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto must be delivered by
an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the
date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities
held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to any requesting
broker-dealer for use in connection with any resale of any Exchange Securities for a period of not
less than 90 days after the consummation of the Registered Exchange Offer.



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Issuer issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and
the securities laws of the several states of the United States, but excluding provisions relating
to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the “Securities”.



     In connection with the Registered Exchange Offer, the Company shall:



2









 






     (a) mail or deliver to each Holder of Initial Securities a copy of the prospectus
forming part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;




     (b) keep the Registered Exchange Offer open for not less than 20 days (or longer, if
required by applicable law) after the date notice thereof is mailed or delivered to such
Holders;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Initial Securities at any time prior to the
close of business, New York time, on the last business day on which the Registered Exchange
Offer shall remain open; and




     (e) otherwise comply with all applicable laws.



     As soon as reasonably practicable after the close of the Registered Exchange Offer or the
Private Exchange, as the case may be, the Company shall:




     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder has no arrangements or understanding with any person to participate in the distribution of
the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such
Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it
is an affiliate, such Holder will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it
is not engaged in, and does not intend to engage in, a distribution (within the meaning of the
Securities Act) of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Securities.



     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated



3









 




therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.




     2. Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities
remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change
in law or in applicable interpretations thereof by the staff of the Commission, the Company is not
permitted to effect a Registered Exchange Offer and would otherwise be required to effect a
Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing
with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer
Restricted Securities that are not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted
Securities is prohibited by applicable law or Commission policy from participating in the
Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered
Exchange Offer to the public without delivery of a prospectus, the Company shall take the following
actions:




     (a) The Company shall, at its cost, within 30 days after the time its obligation to
file an Exchange Offer Registration Statement arises (but no earlier than 400 days after
the Issue Date), file with the Commission and thereafter shall use its reasonable best
efforts to cause to be declared effective on or prior to the 90th day after the date on
which the Shelf Registration Statement (as defined below) is required to be filed (but no
earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon
filing) a registration statement (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”); provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such Holder.




     (b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three
years from the Issue Date and (2) the date on which all Securities registered thereunder
are disposed of in accordance therewith (or for such longer period if extended pursuant to
Section 3(j) below) or such shorter period that will terminate when all the Securities
covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are
no longer Transfer Restricted Securities. The Company shall be deemed not to have used its
reasonable best efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders of
Securities covered thereby not being able to offer and sell such Securities during that
period, unless such action is required by applicable law; provided that the Company
shall not be so deemed unless such action results in a Registration Default (after giving
effect to Section 6(b) hereof).




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission thereunder and (ii) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated



4









 






therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not
misleading.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf
Registration, the Company shall use its reasonable best efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” (or other appropriate) section
of such prospectus and the “Purpose of the Exchange Offer” (or other appropriate) section
of such prospectus and in Annex C hereto in the “Plan of Distribution” section of the
prospectus forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
the Registered Exchange Offer, in each case subject to any change, addition, deletion or
moving of such disclosure requested by the staff of the Commission; (iii) if reasonably
requested by an Initial Purchaser, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of
the Exchange Offer Registration Statement; (iv) include within the prospectus contained in
the Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of
the positions taken or policies made by the staff of the Commission with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), of Exchange Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be
in-house counsel), represent the prevailing views of the staff of the Commission; and (v)
in the case of a Shelf Registration Statement, include in the prospectus included in the
Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus
supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is
delivered to any Holder pursuant to Sections 3(d) and (f), the names of the Holders who
propose to sell Securities pursuant to the Shelf Registration Statement, as selling
security holders.




     (b) The Company shall give written notice to the Initial Purchasers, the Holders and
any Participating Broker-Dealer from whom the Company has received prior written notice
that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have been made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;



5









 






     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the
form on which the Registration Statement has been filed and of the happening of any
event that causes the Company to become an “ineligible issuer,” as defined in
Commission Rule 405.




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes
in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus does not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.




     (c) The Company shall make every reasonable effort to obtain the withdrawal, at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.




     (d) If not otherwise available on the Commission’s Electronic Data Gathering,
Analysis and Retrieval (“EDGAR”) System or similar system, upon the written request of a
Holder of Securities included within the coverage of the Shelf Registration, the Company
shall furnish to each such Holder, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers, make any offer relating to the
Securities that would constitute a “free writing prospectus,” as defined in Commission Rule
405.




     (e) If not otherwise available on the Commission’s EDGAR System or similar system,
upon the written request of any Holder, the Company shall deliver to each Exchanging Dealer
and each Initial Purchaser, and to any other Holder who so requests in writing, without
charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if any
Initial Purchaser or any such Holder requests, all exhibits thereto (including those
incorporated by reference).




     (f) The Company shall, during the period of effectiveness of the Shelf Registration,
deliver to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or supplement thereto, included in
the Shelf Registration Statement.




     (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to



6









 






the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto, included in
such Exchange Offer Registration Statement.




     (h) Prior to any public offering of the Securities pursuant to any Registration
Statement, the Company shall use its reasonable best efforts to register or qualify or
cooperate with the Holders of the Securities included therein and their respective counsel
in connection with the registration or qualification of the Securities for offer and sale
under the securities or “blue sky” laws of such states of the United States as any Holder
reasonably requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it is not
then so qualified or (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders to facilitate the timely preparation
and delivery of global certificates representing the Securities to be sold pursuant to any
Registration Statement, free of any restrictive legends and in such denominations and
registered in such names as the Holders may request a reasonable period of time prior to
sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders or
purchasers of Securities, the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading. The Company shall also promptly provide notice to the Initial Purchasers, the
Holders and any known Participating Broker-Dealer of its determination (which determination
shall have been made by the Company’s board of directors for a bona fide business purpose)
to suspend the availability of a Registration Statement and the related prospectus because
the continued effectiveness and use of such Registration Statement and prospectus included
therein would require the disclosure of confidential information or interfere with any
financing, acquisition, corporate reorganization or other material transaction or
development involving the Issuer or any of its consolidated subsidiaries (it being
understood that such notice may disclose only the existence of such determination and need
not disclose the nature of the basis therefore, which may be kept confidential for such
period as may reasonably be required for bona fide business reasons). If the Company
notifies the Initial Purchasers, the Holders and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above or of its determination
pursuant to the second sentence of this Section 3(j) to suspend the use of the prospectus
until the requisite changes to the prospectus have been made (each, a “Suspension Notice”),
then the Initial Purchasers, the Holders and any such Participating Broker-Dealers shall
suspend use of such prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement
provided for in Section 1 above shall each be extended by the number of days from and
including the date of the giving of the Suspension Notice to and including the date when
the Initial Purchasers, the Holders and any known Participating Broker-Dealer shall have
received such amended or supplemented prospectus or notice that the use of such prospectus
may be resumed, as applicable, pursuant to this Section 3(j); provided that, with
respect to an Exchange Offer Registration Statement, the Company shall not give a
Determination Suspension



7









 






Notice (as defined in Section 6(b) hereof) during the Exchange
Offer Registration Period. During the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company
will prior to the three-year expiration of that Shelf Registration Statement file, and use
its reasonable best efforts to cause to be declared effective (unless it becomes effective
automatically upon filing) within a period that avoids any interruption in the ability of
Holders of Securities covered by the expiring Shelf Registration Statement to make
registered dispositions, a new registration statement relating to the Securities, which
shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed global certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.




     (l) The Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or the Shelf
Registration, as applicable, and will make generally available to its security holders (or
otherwise provide in accordance with Section 11(a) of the Securities Act and Rule 158
thereunder) an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Issuer’s first fiscal
quarter commencing after the effective date of the Registration Statement, which statement
shall cover such 12-month period.




     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.




     (o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder shall reasonably request in order to facilitate the disposition of the Securities
pursuant to any Shelf Registration.




     (p) In the case of any Shelf Registration, subject to customary confidentiality
agreements being executed by all parties to review information, the Company shall (i) make
reasonably available for inspection by the Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders or any such underwriter all relevant financial and
other records, pertinent corporate documents and properties of the Company and (ii) cause
the Company’s officers, directors and employees to supply all relevant information
reasonably requested by the Holders or any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided, however, that the foregoing
inspection and information gathering shall be coordinated on behalf of the Initial



8









 






Purchasers by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 4 hereof.




     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due authorization, execution
and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the
due authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or governmental
proceedings involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the
opinion and as of the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such Shelf
Registration Statement and the prospectus included therein, as then amended or
supplemented, and from any documents incorporated by reference therein and (B) as of an
applicable time identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders or managing
underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the
omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of any such incorporated documents,
in the light of the circumstances existing at the time that such documents were filed with
the Commission under the Exchange Act); (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof reasonably requested by any
underwriters of the applicable Securities and (iii) its independent public accountants and
the independent public accountants with respect to any other entity for which financial
information is provided in the Shelf Registration Statement to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in comfort letters in
connection with primary underwritten offerings, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing Standards
No. 72.




     (r) In the case of the Registered Exchange Offer, if reasonably requested by any
Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its
counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed
opinion in the form set forth in Sections 7(c) and 7(d) of the Purchase Agreement with such
changes as are customary in connection with the preparation of a Registration Statement and
(ii) its independent public accountants and the independent public accountants with respect
to any other entity for which financial information is provided in the Registration
Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a
comfort letter, in customary form, meeting the requirements as to the substance thereof as
set forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.




     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be marked, on the
Initial Securities so



9









 






exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.




     (t) The Company will use its reasonable best efforts to (a) if the Initial Securities
have been rated prior to the initial sale of such Initial Securities, confirm such ratings
will apply to the Securities covered by a Registration Statement or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such Registration
Statement, or by the managing underwriters, if any.




     (u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the Financial Industry Regulatory Authority, Inc.) thereof, whether as a Holder
of such Securities or as an underwriter, a placement or sales agent or a broker or dealer
in respect thereof, or otherwise, the Company will use its reasonable best efforts to
assist such broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a
“qualified independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through
a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying
any such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with the
requirements of the Rules.




     (v) The Company shall use its reasonable best efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial
Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the
Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event
of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for
the reasonable fees and disbursements of one firm of counsel designated by the Holders of a
majority in aggregate principal amount of the Initial Securities covered thereby to act as counsel
for the Holders of the Initial Securities in connection therewith.



     5. Indemnification. (a) The Issuer and the Guarantors, jointly and severally, agree to
indemnify and hold harmless each Holder, any Participating Broker-Dealer and each person, if any,
who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities
Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons
are referred to collectively as the “Indemnified Parties”) from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof (including, but not
limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of
the Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any



10









 




reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Issuer and the Guarantors shall not be liable in
any such case to an Indemnified Party to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a
Shelf Registration in reliance upon and in conformity with written information pertaining to such
Indemnified Party and furnished to the Company by or on behalf of such Indemnified Party
specifically for inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to
the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a
prospectus relating to such Securities was required to be delivered (including through satisfaction
of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided
further, however, that this indemnity agreement will be in addition to any
liability which the Issuer or the Guarantors may otherwise have to such Indemnified Party. The
Issuer and the Guarantors shall also, jointly and severally, indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning of the Securities
Act or the Exchange Act to the same extent as provided above with respect to the indemnification of
the Holders if requested by such Holders.




     (b) Each Holder, severally and not jointly, will indemnify and hold harmless the Issuer and
the Guarantors and each person, if any, who controls the Issuer and the Guarantors within the
meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof to which the Issuer, the Guarantors or any such
controlling person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus
or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the statements therein not
misleading but in each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately preceding this clause,
shall reimburse, as incurred, the Issuer and the Guarantors for any legal or other expenses
reasonably incurred by the Issuer, the Guarantors or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may otherwise have to
the Issuer, the Guarantors or any of their respective controlling persons.



     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; provided that the
failure to notify the indemnifying party shall not relieve the indemnifying party from any
liability that it may have under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party otherwise



11









 




than under
subsection (a) or (b) above. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party
unless such settlement (i) includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.




     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders shall not be
required to contribute any amount in excess of the amount by which the net proceeds received by
such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party within the meaning
of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party, and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as the Company.



     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) If any Transfer Restricted
Securities other than Exchange Securities remain outstanding on the date falling 400 days after the
Issue Date,



12









 




additional interest (the “Additional Interest”) with respect to the Initial Securities
or the Exchange Securities, as applicable, shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (vi) below a “Registration Default”):





     (i) if the Company fails to file an Exchange Offer Registration Statement with the
Commission on or prior to the 400th day after the Issue Date;




     (ii) if the Exchange Offer Registration Statement has been filed, but is not declared
effective by the Commission on or prior to the 490th day after the Issue Date;




     (iii) if the Registered Exchange Offer is not consummated on or before the 30th business
day after the Exchange Offer Registration Statement is declared effective;




     (iv) if obligated to file the Shelf Registration Statement pursuant to the provisions of
Section 2 hereof, the Company fails to file the Shelf Registration Statement with the Commission
on or prior to the 30th day (the “Shelf Filing Date”) after the date on which the obligation to
file a Shelf Registration Statement arises (but no earlier than 400 days after the Issue Date),




     (v) if obligated to file a Shelf Registration Statement pursuant to the provisions of
Section 2 hereof, the Shelf Registration Statement is not declared effective on or prior to the
90th day after the Shelf Filing Date (but no earlier than 490 days after the Issue Date); or




     (vi) if required to be filed pursuant to the provisions of Section 1 or Section 2 hereof,
after the Registration Statement is declared (or becomes automatically) effective, such
Registration Statement thereafter ceases to be (A) effective or (B) usable (except, in the
latter case, as permitted in paragraph (b) of this Section 6) in connection with resales of
Transfer Restricted Securities during the periods specified herein because either (1) any event
occurs as a result of which the related prospectus forming part of such Registration Statement
would include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances under which they were
made not misleading, (2) it shall be necessary to amend such Registration Statement or
supplement the related prospectus to comply with the Securities Act or the Exchange Act or the
respective rules thereunder, or (3) such Registration Statement is a Shelf Registration
Statement that has expired before a replacement Shelf Registration Statement has become
effective.


Additional Interest shall accrue on the Initial Securities or the Exchange Securities, as
applicable, over and above the interest set forth in the title of the Securities from and including
the date on which any Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default, and such rate will increase by an
additional 0.25% per annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum additional interest rate of 1.00% per annum. The Company
shall be required to pay Additional Interest with respect to only one Registration Default at a
time, regardless of how many Registration Defaults have occurred and are continuing.




     (b) A Registration Default referred to in Section 6(a)(vi)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (A) (i) such Registration Default has occurred solely as a result of (x) the filing
of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events or (B) the Company has



13









 




provided a Suspension Notice
pursuant to Section 3(j) hereof on the basis of a determination pursuant to the second sentence of
such Section 3(j) with respect to such Shelf Registration Statement or related prospectus (any such
Suspension Notice a “Determination Suspension Notice”), so long as (x) the Company does not suspend
such Shelf Registration Statement pursuant to a Determination Suspension Notice more than twice
in any period of 12 consecutive months, (y) no such suspension exceeds 60 days and (z) such
suspensions do not exceed 90 days in the aggregate in any consecutive twelve month period;
provided, however, that, in the case of clause (A), if such Registration Default
occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default occurs until such
Registration Default is cured.




     (c) Any amounts of Additional Interest due pursuant to any of clauses (i) through (vi) of
Section 6(a) above will be payable in cash on the regular interest payment dates with respect to
the Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities or the
Exchange Securities, as applicable, multiplied by a fraction, the numerator of which is the number
of days such Additional Interest rate was applicable during such period (determined on the basis of
a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.



     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the
date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Security (A) may be sold to the public in accordance with
Rule 144 under the Securities Act by a person that is not an “affiliate” (as defined in Rule 144
under the Securities Act) of the Company where no conditions of Rule 144 are then applicable (other
than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period
requirement is satisfied at such time of determination) and (B) either (x) does not bear any
restrictive legends relating to the Securities Act or (y) does not bear a restricted CUSIP number.



     7. Copies of this Agreement. The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers
upon written request.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.



     9. Miscellaneous.



     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.



14









 





     (b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission or air courier which
guarantees overnight delivery:



          (1) if to a Holder, at the most current address given by such Holder to the Company.



          (2) if to the Initial Purchasers;


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-4296

Attention: Transactions Advisory Group




     with a copy to:


Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Fax No.: (212) 474-3700

Attention: Kris F. Heinzelman, Esq.




          (3) if to the Company, at its address as follows:


Credit Acceptance Corporation

25505 West Twelve Mile Road

Southfield, MI 48034

Fax No.: (248) 827-8513

Attention: Douglas W. Busk




     with a copy to:


Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, IL 60606

Fax No.: (312) 407-8626

Attention: Richard C. Witzel, Jr., Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



15









 





     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed (including by facsimile or
electronic image scan) shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.



     (f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     (h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (j) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution
and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written
instrument, irrevocably designated and appointed the Issuer (and any successor entity), as its
authorized agent upon which process may be served in any suit or proceeding arising out of or
relating to this Agreement that may be instituted in any federal or state court in the State of New
York or brought under federal or state securities laws, and acknowledges that the Issuer has
accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any
such suit or proceeding and (iii) agrees that service of process upon the Issuer and written notice
of said service to the Company shall be deemed in every respect effective service of process upon
it in any such suit or proceeding. The Company further agrees to take any and all action,
including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of the Issuer in full force and effect so
long as any of the Securities shall be outstanding. To the extent that the Company may acquire any
immunity from jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, it hereby irrevocably waives such immunity in respect of this
Agreement, to the fullest extent permitted by law.



16









 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors
in accordance with its terms.



	 	 	 	 	 
	 	Very truly yours,





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 	 
	 



[Signature Page to the Registration Rights Agreement]









17









 







The foregoing Registration


Rights Agreement is hereby confirmed


and accepted as of the date first


above written.




	 	 	 	 	 
	 	Credit Suisse Securities (USA) LLC

 	 
	 	By:  	/s/Ali R. Mehdi
 	 
	 	 	Name:  	Ali R. Mehdi 	 
	 	 	Title:  	Managing Director 	 
	 



Acting on behalf of itself and as the Representative

of the several Purchasers




[Signature Page to the Registration Rights Agreement]









18









 








ANNEX A





     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that, by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until
        , 201 , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act, and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date, the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this Prospectus to
any broker-dealer that requests such documents in the Letter of Transmittal. The Company
has agreed to pay all expenses incident to the Exchange Offer (including the expenses of
one counsel for the Holders) other than commissions or concessions of any brokers or
dealers and will indemnify the Holders (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.





 




			
	(1)	 	In addition, the legend required by
Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus.




 









 










ANNEX D



o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




	 	 	 	 	 	 	 

	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.






 









 








Schedule I




Initial Purchasers




Credit Suisse Securities (USA) LLC



Wells Fargo Securities, LLC



Fifth Third Securities, Inc.



The Huntington Investment Company