exv4wxfyx100y



 





Exhibit 4(f)(100)




EXECUTION COPY




AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




          AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of
December 21, 2007 (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; 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) The cover page of the Loan Agreement is hereby amended by replacing reference to “U.S.
$325,000,000” with “U.S. $425,000,000”.




          (b) Section 1.1 of the Loan Agreement is hereby amended by replacing reference to
“$325,000,000” in the definition of “Facility Limit” with “$425,000,000.




          (c) Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of
“Purchaser Group Facility Limit” in its entirety and replacing it with the following:




          “Purchaser Group Facility Limit: With respect to each Purchaser Group, the amount so
identified on the Joinder related to such Purchaser Group, with respect to the VFCC Purchaser
Group, $325,000,000 and with respect to the PARCO Purchaser Group, $100,000,000.”




          (d) Schedule VIII to the Loan Agreement is hereby amended by replacing reference to
“$225,000,000” with “$325,000,000”.




     Section 2. Conditions to Effectiveness. This Amendment shall become effective on and
as of the date hereof, (i) upon the receipt by the Deal Agent of an executed counterpart of this
Amendment from each party hereto, (ii) upon payment to the Deal Agent of the commitment increase
fee pursuant to that certain Side Letter Agreement dated as of the date hereof, (iii) upon receipt
by the Deal Agent of a copy of a trade confirmation evidencing entry into an interest rate SWAP or
other interest rate protection transaction, by CAC Warehouse Funding Corporation II and a Hedge
Counterparty, for the notional amount of USD 100,000,000.00 and (iv) the Borrower shall execute and
deliver to the Deal Agent that certain variable funding note in the amount of $325,000,000.



     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.



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     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.



     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]




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          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 Kobos	 	 
	 

	 	 	 	Name: Chad Kobos	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL	 	 
	 	 	ASSOCIATION, as Liquidity Agent and Investor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew W. Riebe	 	 
	 

	 	 	 	Name: Andrew W. Riebe	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	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: Director	 	 






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	 	 	JPMORGAN CHASE BANK, N.A., as	 	 
	 	 	Liquidity Agent and Investor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald J. Atkins	 	 
	 

	 	 	 	Name: Ronald J. Atkins	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	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: Executive Director	 	 







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