Amendment No. 2 to First Amended and Restated Loan and Security Agreement

Exhibit 4(f)(85)

AMENDMENT NO. 2 TO
FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August ___, 2006, among CAC WAREHOUSE FUNDING CORPORATION II, as Borrower, CREDIT ACCEPTANCE CORPORATION, as Originator, WACHOVIA CAPITAL MARKETS, LLC, as Deal Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Liquidity Agent for the VFCC Purchaser Group and as an Investor, JPMORGAN CHASE BANK, N.A., as Liquidity Agent for the PARCO Purchaser Group and as an Investor, and VARIABLE FUNDING CAPITAL COMPANY LLC (as successor to Variable Funding Capital Corporation) and PARK AVENUE RECEIVABLES COMPANY LLC, each as a Lender.

     Capitalized terms used and not defined in this Amendment shall have the meanings given such terms in the First Amended and Restated Loan and Security Agreement, dated as of February 15, 2006, as amended by Amendment No. 1 to First Amended and Restated Loan and Security Agreement, dated as of July 24, 2006 (as amended, the “Loan Agreement”), among the Borrower, the Originator, the Investors, the Lenders, the Deal Agent and Collateral Agent and the Backup Servicer.

PRELIMINARY STATEMENTS

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

     WHEREAS, each of the signatories hereto wishes to amend the Loan Agreement as hereinafter provided;

     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(b) of the Loan Agreement is hereby amended by deleting the definition of “Required Reserve Account Amount” in its entirety and replacing it with the following:

“Required Reserve Account Amount: With respect to any date of determination, an amount equal to the product of (i) 1.0% and (ii) the Capital on such date (after the application of funds pursuant to Section 2.7 on the related Payment Date plus all amounts required to be maintained by the Borrower pursuant to Section 6.2(c)(ii) hereof); provided, however, that if the Capital is zero, the Required Reserve Account Amount shall be $300,000.

     SECTION 2. Waiver. The Deal Agent and Collateral Agent, the Liquidity Agents, the Investors and the Lenders hereby waive the failure by the Borrower to maintain the Required Reserve Account Amount at any time under the Loan Agreement (or any predecessor agreement) up to but excluding the date hereof.

     SECTION 3. 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 4. 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 5. 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 6. 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 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8. 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 9. 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 10. Waiver of Notice. Each of the parties hereto hereby waives any notice in connection with the execution and delivery of this Amendment.

[Signature pages follow]

     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, as
		Originator
		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/ Justin Zakocs
				Name: Justin Zakocs
				Title: Vice President
		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: Vice President

		JPMORGAN CHASE BANK, N.A., as Liquidity
		Agent and Investor
		By:		/s/ Ronald J. Atkins
				Name: Ronald J. Atkins
				Title: Vice President
		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: Vice President