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 Xxxxx
0, 0000, (X) ending on or before the applicable date of
determination thereof, and (C) for which Consolidated Net
Income as determined above is a positive amount and (ii) the
Equity Offering Adjustment.".
SECTION 2. 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 3. 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 4. Agreement to Remain in Full Force and Effect. Except as
amended hereby, the Sale and Servicing Agreement shall remain in full force and
effect. All references in the Sale and Servicing Agreement to "herein," or words
of like import, and all references to the Sale and Servicing Agreement in any
agreement or document shall hereafter be deemed to refer to the Sale and
Servicing Agreement as amended hereby.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. 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 7. 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.
CREDIT ACCEPTANCE FUNDING LLC 2004-1, as the
Seller
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Treasurer
CREDIT ACCEPTANCE CORPORATION, as the Servicer
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Treasurer
JPMORGAN CHASE BANK, as the Trust Collateral
Agent/Indenture Trustee
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Trust Officer
The undersigned hereby irrevocably consents to this Amendment, and to
its execution by the Seller, the Servicer and the Trust Collateral Agent.
RADIAN ASSET ASSURANCE INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Vice President
XL CAPITAL ASSURANCE INC.
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: Director
