EX-4.(f)(137)






SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT




This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of September 10, 2010 (this
“Amendment”), is among CAC WAREHOUSE FUNDING III, LLC, a Delaware limited liability
company, as borrower (the “Borrower”), CREDIT ACCEPTANCE CORPORATION (in its individual
capacity, “CAC”), a Michigan corporation, as servicer (in such capacity, the
“Servicer”) and as custodian (in such capacity, the “Custodian”) and FIFTH THIRD
BANK, an Ohio banking corporation, as an investor for the Fifth Third Purchaser Group (in such
capacity, “Fifth Third” or an “Investor”), as deal agent (in such capacity, the
“Deal Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and
as liquidity agent for the Fifth Third Purchaser Group (in such capacity, a “Liquidity
Agent”).



BACKGROUND




WHEREAS, the Borrower, the Servicer, the Custodian, Fifth Third, the Deal Agent, the
Collateral Agent, the Liquidity Agent and SYSTEMS & SERVICES TECHNOLOGIES, INC. are parties to the
Loan and Security Agreement dated as of May 23, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Agreement”); and



WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.



NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein
contained, the parties hereto agree as follows:



AGREEMENT




SECTION 1. Definitions. Unless otherwise defined herein, terms that are capitalized
and used throughout this Amendment are defined in Section 1.1(b) of the Agreement.



SECTION 2. Amendments.



2.1 All references to “Exhibit J-3”, “Exhibit J-4”, “Exhibit J-5”and
“Exhibit J-6” are hereby deleted from the Agreement in each instance in which they appear
therein.



2.2 The definition of “Commitment Termination Date” set forth in Section 1.1(b) of the
Agreement is hereby amended by deleting the date “August 31, 2011” therein and substituting the
date “September 10, 2013” therefor.



2.3 The definition of “Credit Agreement” set forth in Section 1.1(b) of the Agreement
is hereby amended by (i) deleting “and” immediately after “June 14, 2007,” and (ii) adding the
following immediately after “January 25, 2008”:



“, the Fifth Amendment to Fourth Amended and Restated Loan Agreement dated as of July 31,
2008, the Sixth Amendment to Fourth Amended and Restated Loan Agreement dated as of December 9,
2008, the Seventh Amendment to Fourth Amended and Restated Loan Agreement dated as of June 15,
2009, the Eighth Amendment to Fourth Amended and Restated Loan Agreement dated as of October 20,
2009, the Ninth Amendment to Fourth Amended and Restated Loan Agreement dated as of February 1,
2010 and the Tenth Amendment to Fourth Amended and Restated Loan Agreement dated as of June 9,
2010”.



2.4 The definition of “Forecasted Collections” set forth in Section 1.1(b) of the
Agreement is hereby deleted in its entirety and replaced with the following:



Forecasted Collections: The expected amount of Collections to be
received with respect to all Loans each month as determined by Credit Acceptance in
accordance with its forecasting model, which amount shall be submitted to the Deal
Agent with each Funding Notice related to a proposed Advance when new Pools are
pledged to the Collateral Agent or in accordance with Section 6.5(e).



2.5 Section 2.1(c)(i) of the Agreement is hereby amended by deleting the date “August
31, 2012” therein and substituting the date “September 10, 2014” therefor.



2.6 Section 4.1(p) of the Agreement is hereby amended by adding the following proviso
to the end thereof:



“; provided, that, Credit Acceptance may temporarily (or permanently,
solely in the case of a Contract that is repurchased, liquidated or paid in full)
move or transfer individual Contract Files or Records, or any portion thereof
without notice in accordance with Section 6.2(c)(iii)”.



2.7 Section 5.2(g) of the Agreement is hereby amended by adding the following proviso
to the end thereof:



“; provided, that, Credit Acceptance may temporarily (or permanently, solely
in the case of a Contract that is repurchased, liquidated or paid in full) move or
transfer individual Contract Files or Records, or any portion thereof without notice
in accordance with Section 6.2(c)(iii)”.



2.8 Section 5.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:



Section 5.3 Covenant of the Borrower Relating to the Hedging
Agreement. At all times during, on and after the Initial Funding until the
Collection Date, a Hedging Agreement shall be in place. In addition, the Borrower
hereby covenants and agrees that on or before October 15, 2010 it shall cause the
aggregate notional amount of all Hedging Transactions to at all times at least equal
to the greater of $37,500,000 or 50% of the aggregate amount of all Capital
outstanding at such time.



2.9 Section 5.5(b) of the Agreement is hereby amended by adding the following proviso
to the end thereof:



“; provided, that, Credit Acceptance may temporarily (or permanently, solely
in the case of a Contract that is repurchased, liquidated or paid in full) move or
transfer individual Contract Files or Records, or any portion thereof without notice
in accordance with Section 6.2(c)(iii)”.



2.10 Section 6.2(c)(iii) of the Agreement is hereby amended by deleting “move” and
inserting the following in its place:



“(or permanently, solely in the case of a Contract that is repurchased, liquidated
or paid in full) move or transfer to an agent of the Servicer”



2.11 Section 6.5 of the Agreement is hereby amended by adding the following new
Section 6.5(e) to the end thereof:



“(e) Forecasted Collections. On the last day of each fiscal quarter of
the Borrower, Credit Acceptance will submit to the Deal Agent a report setting forth
the Forecasted Collections as of the most recent month end in respect of all Loans
which are part of the Collateral, if no Forecasted Collections was otherwise
submitted to the Deal Agent during such fiscal quarter.”



2.12 Section 6.11 of the Agreement is hereby amended by deleting “or” immediately
after Section 6.11(k) and adding the following new Section 6.1(m) immediately after
Section 6.11(l):



“: or



(m) the occurrence of the thirtieth (30th) day after the end of the fiscal quarter in
which a breach of any covenant set forth in Sections 7.4, 7.5, 7.6 and 7.7 of the
Credit Agreement shall occur unless prior to such date, such breach is cured or
waived by the Deal Agent in the Deal Agent’s sole discretion”.



2.13 Section 10.1 of the Agreement is hereby amended by deleting Section
10.1(r) thereof and inserting “[Reserved]” in its place.



2.14 Section 10.2(c) of the Agreement is hereby amended by inserting “that occurs
following a Termination Event” immediately following “Upon any Termination Date”.



SECTION 3. Representations and Warranties. Each of the Borrower and the Servicer
hereby represents and warrants to Fifth Third as follows:



3.1 Representations and Warranties. The representations and warranties of such Person
contained in Section 4.1, Section 4.2 and Section 4.3 of the Agreement are
true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which
case such representations and warranties were true and correct as of such earlier date).



3.2 Enforceability. The execution and delivery by such Person of this Amendment, and
the performance of its obligations under this Amendment and the Agreement, as amended hereby, are
within its organizational powers and have been duly authorized by all necessary action on its part.
This Amendment and the Agreement, as amended hereby, are its valid and legally binding
obligations, enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights
generally.



3.3 Termination Event. No Termination Event, Servicer Termination Event, Potential
Servicer Termination Event or Amortization Event has occurred, is continuing, or would occur as a
result of this Amendment.



SECTION 4. Effectiveness. This Amendment shall become effective as of the date hereof
upon receipt by the Deal Agent of counterparts of this Amendment and that certain Second Amended
and Restated Fee Letter, dated as of the date hereof (whether by facsimile or otherwise) duly
executed by each of the parties thereto and such other documents and instruments as the Deal Agent
may reasonably request, in each case, in form and substance satisfactory to the Deal Agent.



SECTION 5. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and effect. After this
Amendment becomes effective, all references in the Agreement (or in any other Transaction Document)
to “the Loan and Security Agreement,” “this Agreement,” “hereof,” “herein” or words of similar
effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement
as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Agreement other than as set forth herein.



SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, and each counterpart shall be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.
Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission
shall be as effective as delivery of a manually executed counterpart.



SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to any otherwise
applicable conflict of law principles which would require the application of the laws of any
jurisdiction other than those of the state of New York.



SECTION 8. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or the
Agreement or any provision hereof or thereof.



SECTION 9. Notice. In accordance with Section 4.1(n) of the Contribution
Agreement, the Borrower and the Deal Agent are hereby notified that the Servicer may temporarily
(or permanently, solely in the case of a Contract that is repurchased, liquidated or paid in full)
move or transfer to an agent of the Servicer individual Contract Files or Records, or any portion
thereof without notice as necessary to allow the Servicer to conduct collection and other servicing
activities in accordance with its customary practices and procedures to the extent permitted under
the Agreement.



[Signatures begin on the following page]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.




CAC WAREHOUSE FUNDING III, LLC,


as Borrower




By:       /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer





CREDIT ACCEPTANCE CORPORATION,






as Servicer and as Custodian




By:      /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer




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FIFTH THIRD BANK,






as an Investor, as Deal Agent, as Collateral Agent, as
Liquidity Bank and as a Liquidity Agent




By:       /s/ Brian Gardner

Name: Brian Gardner

Title: Vice President





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