exv4wfw133





Exhibit 4(f)(133)


EIGHTH AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This Eighth Amendment and Consent under the Fourth Amended and Restated Credit Agreement
(“Eighth Amendment”) is made as of October 20, 2009 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 the First
Amendment dated September 20, 2006, Second Amendment dated January 19, 2007, Third Amendment
dated June 14, 2007, Fourth Amendment dated as of January 25, 2008, Fifth Amendment dated July
31, 2008, Sixth Amendment dated as of December 9, 2008, Seventh Amendment dated as of June 15,
2009, 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 Eighth Amendment.
	 
	 	 	NOW, THEREFORE, Company, Agent and the Banks agree:





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




(a) The following definition is hereby amended and restated (in its entirety), as
follows:




“Borrowing Base Limitation” shall mean, as of any date of
determination, an amount equal to (i) eighty percent (80%) of Dealer
Loans Receivable, plus (ii) eighty percent (80%) of the Purchased
Contract Balance, minus (iii) the Hedging Reserve and minus (iv) the
aggregate principal amount outstanding from time to time of any Debt
(other than the Indebtedness) secured by any of the Collateral;
provided, however, that if, at any time, (a) the advance rates under
any Securitization Transaction (other than a Bridge Securitization),
as determined under the related Securitization Documents
(“Securitization Advance Rates”), are more than ten percentage
points, or in the case of the Securitization Advance Rates
applicable to the Designated Securitization, sixteen percentage
points, lower than the applicable advance rates expressed in clauses
(i) or (ii) of this definition



 









 







(“Credit Agreement Advance Rates”), or (b) the stated advance rates
under any Future Debt set forth in the related Future Debt Documents
(“Future Debt Advance Rates”) are lower than the Credit Agreement
Advance Rates then, the applicable Credit Agreement Advance Rates
shall be deemed to be automatically reduced to the lowest
Securitization Advance Rates or Future Debt Advance Rates, as the
case may be, then in effect, such reduction to remain in effect so
long as the Securitization Advance Rates or Future Debt Advance
Rates, as applicable, are lower than the Credit Agreement Advance
Rates set forth in this definition. At no time, however, shall the
Credit Agreement Advance Rates exceed eighty percent (80%).




(b) The following new definition is hereby inserted in the appropriate alphabetical
order:




“Designated Securitization” shall mean a single Permitted
Securitization structured as an uninsured multi-tranche term
transaction in an aggregate amount not to exceed $100,000,000 in
gross securitization proceeds designated by the Company to be the
“Designated Securitization” hereunder.



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




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




(2) Company shall have paid to Agent, for distribution to the Banks a fee equal to
$70,000.00.




(3) Agent shall have received from a responsible senior officer of the Company a
certification (i) that this Eighth Amendment has been duly authorized, executed and
delivered on behalf of the Company, and that no consents or other authorizations of
any third parties are required in connection therewith; and (ii) that, after giving
effect to this Eighth Amendment, no Default or Event of Default has occurred and is
continuing on the proposed effective date of the Eighth Amendment.



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



     3. 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.




     4. Except as specifically set forth above, this Eighth 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.



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



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



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



[Signatures Follow on Succeeding Pages]






 









 








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




	 	 	 	 	 
	 	COMERICA BANK,

as Agent

 	 
	 	By:  	/s/ Michael P. Stapleton
 	 
	 	 	Michael P. Stapleton 	 
	 	 	Its: Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT ACCEPTANCE

CORPORATION

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANKS:



COMERICA BANK

 	 
	 	By:  	/s/ Michael P. Stapleton
 	 
	 	 	Michael P. Stapleton 	 
	 	 	Its:  Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Neil Hilton
 	 
	 	 	Neil Hilton 	 
	 	 	Its: Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF MONTREAL

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK


(Eastern Michigan)

 	 
	 	By:  	/s/ John Antonczak
 	 
	 	 	John Antonczak 	 
	 	 	Its: Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RBS CITIZENS, N.A.

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