exv4wxfyx85y



 





Exhibit 4(f)(85)




AMENDMENT NO. 2 TO 

FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”),
dated as of August ___, 2006, among CAC WAREHOUSE FUNDING CORPORATION II, as Borrower, CREDIT
ACCEPTANCE CORPORATION, as Originator, WACHOVIA CAPITAL MARKETS, LLC, as Deal Agent and Collateral
Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Liquidity Agent for the VFCC Purchaser Group and as
an Investor, JPMORGAN CHASE BANK, N.A., as Liquidity Agent for the PARCO Purchaser Group and as an
Investor, and VARIABLE FUNDING CAPITAL COMPANY LLC (as successor to Variable Funding Capital
Corporation) and PARK AVENUE RECEIVABLES COMPANY LLC, each as a Lender.



     Capitalized terms used and not defined in this Amendment shall have the meanings given such
terms in the First Amended and Restated Loan and Security Agreement, dated as of February 15, 2006,
as amended by Amendment No. 1 to First Amended and Restated Loan and Security Agreement, dated as
of July 24, 2006 (as amended, the “Loan Agreement”), among the Borrower, the Originator, the
Investors, the Lenders, the Deal Agent and Collateral Agent and the Backup Servicer.



PRELIMINARY STATEMENTS




     WHEREAS, each of the signatories hereto is party to the Loan Agreement; and



     WHEREAS, each of the signatories hereto wishes to amend the Loan Agreement as hereinafter
provided;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Loan
Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby
expressly acknowledged, and intending to be legally bound hereby, the signatories hereto agree as
follows:



     SECTION 1. Amendment.




     (a) Section 1.1(b) of the Loan Agreement is hereby amended by deleting the definition
of “Required Reserve Account Amount” in its entirety and replacing it with the following:




“Required Reserve Account Amount: With respect to any date of
determination, an amount equal to the product of (i) 1.0% and (ii) the Capital on
such date (after the application of funds pursuant to Section 2.7 on the
related Payment Date plus all amounts required to be maintained by the Borrower
pursuant to Section 6.2(c)(ii) hereof); provided, however,
that if the Capital is zero, the Required Reserve Account Amount shall be $300,000.



 









 





     SECTION 2. Waiver. The Deal Agent and Collateral Agent, the Liquidity Agents, the
Investors and the Lenders hereby waive the failure by the Borrower to maintain the Required
Reserve Account Amount at any time under the Loan Agreement (or any predecessor agreement) up
to but excluding the date hereof.



     SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on and
as of the date hereof, upon the receipt by the Deal Agent of an executed counterpart of this
Amendment from each party hereto.



     SECTION 4. Severability of Provisions. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction.



     SECTION 5. Captions. The captions in this Amendment are for convenience of reference
only and shall not define or limit any of the terms or provisions hereof.



     SECTION 6. Agreement to Remain in Full Force and Effect. Except as amended hereby,
the Loan Agreement shall remain in full force and effect and is hereby ratified, adopted and
confirmed in all respects. All references in the Loan Agreement to “herein,” or words of like
import, and all references to the Loan Agreement in any agreement or document shall hereafter be
deemed to refer to the Loan Agreement as amended hereby.



     SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     SECTION 8. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.



     SECTION 9. Representations and Warranties. The Borrower hereby certifies that (i) the
representations and warranties made by it in Section 4.1 of the Loan Agreement are true and correct
as of the date hereof, as though made on and as of the date hereof and (ii) as of the date hereof,
there is no Termination Event or Servicer Termination Event or event which, with the passage of
time of the giving of notice, could result in a Termination Event or a Servicer Termination Event.



     SECTION 10. Waiver of Notice. Each of the parties hereto hereby waives any notice in
connection with the execution and delivery of this Amendment.



[Signature pages follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	CAC WAREHOUSE FUNDING
	 	 	CORPORATION II, as Borrower
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas W. Busk	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Douglas W. Busk	 	 
	 	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CREDIT ACCEPTANCE CORPORATION, as
	 	 	Originator
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas W. Busk	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Douglas W. Busk	 	 
	 	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC, as
	 	 	Deal Agent and Collateral Agent
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Chad Kobos	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Chad Kobos	 	 
	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
	 	 	ASSOCIATION, as Liquidity Agent and Investor
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Justin Zakocs	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Justin Zakocs	 	 
	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	VARIABLE FUNDING CAPITAL COMPANY
	 	 	LLC, as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	Wachovia Capital Markets, LLC, as
	 	 	 	 	 	 	attorney-in-fact
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas R. Wilson, Sr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Douglas R. Wilson, Sr.	 	 
	 	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Liquidity
	 	 	Agent and Investor
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald J. Atkins	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Ronald J. Atkins	 	 
	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PARK AVENUE RECEIVABLES COMPANY
	 	 	LLC, as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	JPMorgan Chase Bank, N.A., as attorney-in-
	 	 	 	 	 	 	fact
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald J. Atkins	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Ronald J. Atkins	 	 
	 	 	 	 	Title: Vice President