EX-4.F.115







Exhibit
4(f)(115)


EXECUTION COPY




AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




          AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of July
10, 2008 (this “Amendment”), is entered into in connection with that certain SECOND AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT, dated as of August 31, 2007 (as amended, supplemented,
restated or replaced from time to time, the “Loan Agreement”), by and among CAC WAREHOUSE FUNDING
CORPORATION II, a Nevada corporation, (the “Borrower”), CREDIT ACCEPTANCE CORPORATION, a Michigan
corporation, (“Credit Acceptance”) as the originator, the servicer or the custodian, WACHOVIA BANK,
NATIONAL ASSOCIATION, as an investor for the VFCC Purchaser Group (an “Investor”), JPMORGAN CHASE
BANK, N.A., as an investor for the PARCO Purchaser Group (an “Investor”) and the other Investors
from time to time party thereto, VARIABLE FUNDING CAPITAL COMPANY, LLC, a Delaware limited
liability company (“VFCC”), a CP conduit or a lender, PARK AVENUE RECEIVABLES COMPANY LLC, a
Delaware limited liability company, as a CP conduit” or a lender and the other CP conduits from
time to time party thereto, WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company
(“WCM”), as deal agent (the “Deal Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association with its headquarters in Charlotte, North Carolina (“Wachovia”), as the liquidity agent
for the VFCC Purchaser Group (a “Liquidity Agent”); JPMORGAN CHASE BANK, N.A., a national banking
association with its headquarters in New York, New York, as the liquidity agent for the PARCO
Purchaser Group (a “Liquidity Agent”) and the other Liquidity Agents from time to time party
thereto, SYSTEMS & SERVICES TECHNOLOGIES, INC., a Delaware corporation as the backup servicer (the
“Backup Servicer”) and WACHOVIA CAPITAL MARKETS, LLC, a Delaware corporation, as collateral agent
(the “Collateral Agent”).




          Capitalized terms used and not defined in this Amendment shall have the meanings given to such
terms in the Loan Agreement.




PRELIMINARY STATEMENTS




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




          WHEREAS, each of the signatories hereto agrees that the facility under the Loan Agreement is
now, and immediately following the date hereof shall be, in the Revolving Period with regard to
each Purchaser Group; and




          WHEREAS, the parties hereto desire to amend the Loan Agreement in certain respects as provided
herein;




 









 








          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 of the Loan Agreement is hereby amended by replacing reference to “6.0%” in
clause (i) of the definition of “Amortization Event” with “5.0%”.



     Section 2. 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 3. 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 4. 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 5. 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 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 7. 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 8. 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.



2









 





     Section 9. Waiver of Notice. Each of the parties hereto hereby waives any notice in
connection with the execution and delivery of this Amendment.



[Signature page follows]




3









 





          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

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Name:  	Douglas W. Busk 	 
	 	 	Title:  	Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	WACHOVIA CAPITAL MARKETS, 

LLC, as Deal Agent and Collateral Agent

 	 
	 	By:  	/s/ Chad J. Kobos
 	 
	 	 	Name:  	Chad J. Kobos 	 
	 	 	Title:  	Director 	 
	 
	 	WACHOVIA BANK, NATIONAL 

ASSOCIATION, as Liquidity Agent and 

Investor

 	 
	 	By:  	/s/ Kevin McConnell
 	 
	 	 	Name:  	Kevin McConnell 	 
	 	 	Title:  	Managing Director 	 
	 
	 	VARIABLE FUNDING CAPITAL 

COMPANY LLC, as a CP Conduit and a 

Lender

 	 
	 	By:  	Wachovia Capital Markets, LLC, as attorney-in-fact
 	 
	 	 	 
	 	By:  	                                                     /s/ Haojin Wu
 	 
	 	 	Name:  	Haojin Wu 	 
	 	 	Title:  	Vice President