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”).
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
