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EXHIBIT 4(f)(64)
AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT
This AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT (the
"Amendment")
is dated as of January 19, 2005, and entered into by and among
CREDIT ACCEPTANCE
FUNDING LLC 2004-1, as the Seller (the "Seller"), CREDIT ACCEPTANCE
CORPORATION,
as the Servicer (the "Servicer"), and JPMORGAN CHASE BANK, as the
Trust
Collateral Agent/Indenture Trustee (the "Trust Collateral
Agent").
Capitalized terms used and not defined in this Amendment shall have
the
meanings given such terms in the Sale and Servicing Agreement,
dated as of
August 25, 2004 (the "Sale and Servicing Agreement"), among Credit
Acceptance
Auto Dealer Loan Trust 2004-1, the Seller, the Servicer, the Trust
Collateral
Agent, and Systems & Services Technologies, Inc.
PRELIMINARY STATEMENTS
WHEREAS, each of the signatories hereto is party to the Sale
and
Servicing Agreement; and
WHEREAS, each of the signatories hereto wishes to amend the Sale
and
Servicing Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein and in the Sale and Servicing 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. Section 3 of Schedule D to Sale and
Servicing
Agreement is hereby amended by deleting Section 3 of Schedule D in
its entirety
and replacing it with the following:
"Credit Acceptance shall, on a Consolidated basis, maintain
Consolidated Tangible Net Worth of not less than Two Hundred
Million Dollars ($200,000,000), plus the sum of (i) eighty
percent (80%) of Consolidated Net Income for each fiscal
quarter of Credit Acceptance (A) beginning on or after April
1, 2004, (B) ending on or before the appli
