EX-4.(f)(122)






FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT




This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 31, 2009 (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”), 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”)
and RELATIONSHIP FUNDING COMPANY, LLC (“RFC”), a Delaware limited liability company, as a
CP entity and a lender.



BACKGROUND




WHEREAS, the Borrower, the Servicer, the Custodian, Fifth Third, the Deal Agent, the
Collateral Agent, the Liquidity Agent, RFC 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 The definition of “Adjusted Eurodollar Rate” set forth in Section 1.1(b) of the
Agreement is hereby amended by deleting the phrase “the sum of 1.0% and” therefrom.



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 “May 23, 2010” therein and substituting the date
“August 31, 2011” therefor.



2.3 The definition of “Purchaser Group Facility Limit” set forth in Section 1.1(b) of
the Agreement is hereby amended by deleting the amount “$50,000,000” therein and substituting the
amount “$75,000,000” therefor.



2.4 Section 2.1(c)(i) of the Agreement is hereby amended by deleting the date “May 23,
2011” therein and substituting the date “August 31, 2012” therefor.



2.5 Section 6.7(a) of the Agreement is hereby amended by adding the following
parenthetical to the end of subsection (i)(C) therof:



“(it being understood that for purposes of this Section 6.7(a)(i)(C)
Fifth Third shall always be a depositary institution acceptable to the Deal Agent)”.



2.6 Section 6.7(c) of the Agreement is hereby amended by deleting each reference to
“Eligible Investments” or an “Eligible Investment” therein and substituting “Permitted Investments”
or a “Permitted Investment” therefor, as applicable.



2.7 Schedule VIII to the Agreement is hereby amended by deleting the amount
“$50,000,000” therein and substituting the amount “$75,000,000” therefor.



SECTION 3. Assignment of RFC’s Interest.



3.1 On the date hereof (the “Assignment Date”), RFC hereby transfers and assigns to
Fifth Third without recourse and without representation or warranty (except that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that such interest is free
and clear of any Adverse Claim created by it), and Fifth Third hereby accepts and assumes, all of
RFC’s rights, commitments and obligations under the Agreement (in each case, in consideration for
the payment by Fifth Third of the absolute value of the Excess Amount (as defined in and pursuant
to the liquidity fee letter, dated as of May 23, 2008, between RFC and Fifth Third (the
“Liquidity Fee Letter”)) to RFC in an amount equal to $2083.33 (the “Assignment
Amount”) in immediately available funds no later than 11:00 a.m. (New York time) on the date
hereof and each of the parties hereto hereby agrees to and acknowledges such assignment.
Notwithstanding anything in the Transaction Documents to the contrary, each of the Deal Agent and
the Collateral Agent hereby accepts this Amendment as an Assignment and Acceptance pursuant to
Section 13.1 of the Agreement and waives any notice of assignment required by the
Agreement.



3.2 Each of the parties hereto hereby agrees that from and after the date hereof: (i) RFC
shall no longer be a party to the Transaction Documents and shall have no further commitments,
rights or obligations thereunder, except for those commitments, rights and obligations which
expressly survive the termination of the Transaction Documents and (ii) any references to RFC
(whether as a CP Entity or as a Lender) in the Transaction Documents or any document related
thereto shall be read as a reference to Fifth Third, it being understood that Fifth Third shall
have no obligation or liability for any acts or omissions by or on behalf of RFC as Lender or CP
Entity on, prior to or following the date hereof. For the avoidance of doubt, Transaction
Documents shall not include the Liquidity Agreement, the Bridge Loan Agreement or the Liquidity Fee
Letter.



3.3 Upon execution and delivery of this Agreement, Fifth Third shall have no further
responsibilities or obligations as Liquidity Agent or Liquidity Bank and any references to Fifth
Third as Liquidity Agent or Liquidity Bank in the Transaction Documents or any document related
thereto shall be read as a reference to Fifth Third in its capacity as Investor, Deal Agent or
Collateral Agent, as applicable.



3.4 Upon such receipt and recording of this Amendment by the Deal Agent, the Deal Agent and
the Collateral Agent shall make, or cause to be made, all payments under the Agreement in respect
of the interest assigned hereby (including, without limitation, all payments of principal, interest
and Facility Fee with respect thereto) to Fifth Third. RFC and Fifth Third shall make all
appropriate adjustments in payments under the Agreement for periods prior to the Assignment Date
directly between themselves.



SECTION 4. Representations and Warranties. Each of the Borrower and the Servicer
hereby represents and warrants to Fifth Third as follows:



4.1 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).



4.2 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.



4.3 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 5. 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 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 and receipt
by RFC of the Assignment Amount as set forth in Section 3.1 above.



SECTION 6. 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 7. 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 8. 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 9. 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.



[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 Busk

Name:Douglas Busk

Title: Senior Vice President and Treasurer





CREDIT ACCEPTANCE CORPORATION,






as Servicer and as Custodian




By:/s/ Douglas Busk

Name:Douglas Busk

Title: Senior Vice President and 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





RELATIONSHIP FUNDING COMPANY, LLC,






as a CP Entity and a Lender




By:/s/ John E. Gorecki

Name:John E. Gorecki

Title: Authorized Signer





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