8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 11, 2007

CREDIT ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	000-20202	38-1999511
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
25505 West Twelve Mile Road, Suite 3000, Southfield, Michigan		48034-8339
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 248-353-2700

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2007, Credit Acceptance Corporation (the “Company”) executed the First Amendment (the “Amendment”) to the Certificate Funding Agreement (“Residual Credit Facility”), dated September 20, 2006, among the Company, Credit Acceptance Residual Funding LLC (“Residual Funding”), Wachovia Bank, National Association, Variable Funding Capital Company LLC, and Wachovia Capital Markets, LLC. The Amendment extends the maturity date from September 19, 2007 to September 9, 2008 and increases the maximum facility advance rate from 65% to 70%.

This facility allows Residual Funding to finance its purchase of trust certificates from special purpose entities (the “Term SPEs”) that purchased loans to dealer-partners under the Company’s term securitization transactions. In connection with any such purchase of a trust certificate, the Company’s right to repurchase the related dealer loans in a “clean-up call” will be assigned to Residual Funding, and the net proceeds from the purchase will be distributed by the relevant Term SPE to the Company.

Borrowings under the Residual Credit Facility generally bear interest at a floating rate equal to the LIBOR or the commercial paper rate plus 145 basis points. The Amendment is attached as Exhibit 4(f)(94) to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4(f)(94) First Amendment dated as of September 11, 2007, to the Certificate Funding Agreement dated September 20, 2006, among the Company, Credit Acceptance Residual Funding LLC, Wachovia Bank, National Association, Variable Funding Capital Company LLC, and Wachovia Capital Markets, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CREDIT ACCEPTANCE CORPORATION
(Registrant)

By: /s/ Douglas W. Busk Douglas W. Busk

Treasurer

September 13, 2007

INDEX OF EXHIBITS

Exhibit No.	Description
4(f)(94)	First Amendment dated as of September 11, 2007, to the Certificate Funding Agreement dated September 20, 2006, among the Company, Credit Acceptance Residual Funding LLC, Wachovia Bank, National Association, Variable Funding Capital Company LLC, and Wachovia Capital Markets, LLC

EX-4.(F)(94)

EXECUTION COPY

FIRST AMENDMENT TO CERTIFICATE FUNDING AGREEMENT

(CREDIT ACCEPTANCE RESIDUAL FUNDING LLC)

THIS FIRST AMENDMENT TO THE CERTIFICATE FUNDING AGREEMENT, dated as of September 11, 2007 (this “Amendment”), is entered into in connection with that certain Certificate Funding Agreement, dated as of September 20, 2006 (as amended, supplemented, restated or replaced from time to time, the “Certificate Funding Agreement”), by and among Credit Acceptance Residual Funding LLC, as the Borrower, Credit Acceptance Corporation, as the Administrator, Wachovia Bank, National Association, as an Investor and the other Investors from time to time party thereto, Variable Funding Capital Company LLC, as a CP Conduit and a Lender and the other CP Conduits from time to time party thereto, Wachovia Capital Markets, LLC, as the Deal Agent and the Collateral Agent and Wachovia Bank, National Association,
as the Liquidity Agent for the VFCC Purchaser Group. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Certificate Funding Agreement.

R E C I T A L S

     WHEREAS, the above-named parties have entered into the Certificate Funding Agreement, and, pursuant to and, in accordance with Section 14.1 thereof, the parties hereto desire to amend and waive the Agreement in certain respects as provided herein;

     NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

     SECTION 1. AMENDMENT.

     (a) The definition of “Maximum Facility Advance Rate” in Section 1.1 of the Certificate Funding Agreement is hereby amended and restated in its entirety as follows: “Maximum Facility Advance Rate: 70.0%.”

     (b) The definition of “Commitment Termination Date” in Section 1.1 of the Certificate Funding Agreement is hereby amended and restated in its entirety as follows:

     “Commitment Termination Date: With respect to each Purchaser Group, September 9, 2008, or with respect to each Purchaser Group, such later date to which the Commitment Termination Date may be extended in the sole discretion of such Purchaser Group in accordance with the terms of Section 2.1(b).”

     SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.

     Except as specifically amended or waived hereby, all provisions of the Certificate Funding Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Certificate Funding Agreement other than as expressly set forth herein, shall constitute a one-time waiver only and shall not constitute a novation of the Certificate Funding Agreement.

     SECTION 3. REPRESENTATIONS.

     Each of the Borrower and Administrator represent and warrant as of the date of this Amendment as follows:

     (i) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;

     (ii) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not contravene (A) any of its organizational documents, or (B) any Applicable Law;

     (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment by or against it;

     (iv) this Amendment has been duly executed and delivered by it;

     (v) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity;

     (vi) it is not in default under the Certificate Funding Agreement; and

     (vii) there is no Termination Event or Unmatured Termination Event.

     SECTION 4. CONDITIONS TO EFFECTIVENESS.

     The effectiveness of this Amendment is conditioned upon (i) delivery of executed signature pages by all parties hereto to the Deal Agent, (ii) the execution and delivery of the Amended and Restated Fee Letter Agreement and (iii) payment to the Deal Agent of the Renewal Fee in connection with this Amendment as required by the Amended and Restated VFCC Fee Letter Agreement.

     SECTION 5. MISCELLANEOUS.

     (a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

     (b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

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     (c) This Amendment may not be amended or otherwise modified except as provided in the Certificate Funding Agreement.

     (d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

     (e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

     (f) This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

     (g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.

[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE BORROWER:	CREDIT ACCEPTANCE RESIDUAL
	FUNDING LLC
	By: /s/ Douglas W. Busk
	Name: Douglas W. Busk
	Title: Treasurer
	Credit Acceptance Residual Funding LLC
	Silver Triangle Building
	25505 West Twelve Mile Road
	Southfield, Michigan 48034-8339
	Attention: Wendy A. Rummler
	Facsimile No. 866-249-3138
	Confirmation No.: 248-353-2700 (ext. 4217)
THE ADMINISTRATOR:	CREDIT ACCEPTANCE CORPORATION
	By: /s/ Douglas W. Busk
	Name: Douglas W. Busk
	Title: Treasurer
	Credit Acceptance Residual Funding LLC
	Silver Triangle Building
	25505 West Twelve Mile Road
	Southfield, Michigan 48034-8339
	Attention: Wendy A. Rummler
	Facsimile No. 866-249-3138
	Confirmation No.: 248-353-2700 (ext. 4217)

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

CAC: First Amendment to Certificate Funding Agreement

THE INVESTOR	WACHOVIA BANK, NATIONAL
FOR THE VFCC	ASSOCIATION
PURCHASER GROUP:
	By: /s/ Kevin McConnell
	Name: Kevin McConnell
	Title: Managing Director
	Wachovia Bank, National Association
	One Wachovia Center
	301 South College St.
	Charlotte, North Carolina 28288-0661
	Attention: Kevin McConnell
	Facsimile No.: (704) 383-8471
	Confirmation No: (704) 383-7171
VFCC:	VARIABLE FUNDING CAPITAL
	COMPANY LLC
	By: Wachovia Capital Markets, LLC,
	as attorney-in-fact
	By: /s/ Douglas R. Wilson Sr.
	Name: Douglas R. Wilson Sr.
	Title: Director
	Variable Funding Capital Company LLC
	c/o Wachovia Capital Markets, LLC
	One Wachovia Center
	301 South College St.
	Charlotte, North Carolina 28288-0610
	Attention: Conduit Administration
	Facsimile No.: (704) 383-9579
	Confirmation No.: (704) 374-2520

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

CAC: First Amendment to Certificate Funding Agreement

THE DEAL AGENT:	WACHOVIA CAPITAL MARKETS, LLC
	By: /s/ Chad Kobos
	Name: Chad Kobos
	Title: Director
	Wachovia Capital Markets, LLC
	One Wachovia Center
	Charlotte, North Carolina 28288-0610
	Attention: Justin Zakocs
	Facsimile No.: (704) 383-7184
	Telephone No.: (704) 715-8184
THE LIQUIDITY AGENT	WACHOVIA BANK, NATIONAL
FOR THE VFCC	ASSOCIATION
PURCHASER GROUP:
	By: /s/ Kevin McConnell
	Name: Kevin McConnell
	Title: Managing Director
	Wachovia Bank, National Association
	One Wachovia Center
	301 South College St.
	Charlotte, North Carolina 28288-0661
	Attention: Kevin McConnell
	Facsimile No.: (704) 383-8471
	Telephone No.: (704) 383-7171

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

CAC: First Amendment to Certificate Funding Agreement

THE COLLATERAL AGENT:	WACHOVIA CAPITAL MARKETS, LLC, as Collateral Agent
	By: /s/ Chad Kobos
	Title: Director
	Wachovia Capital Markets, LLC
	One Wachovia Center, TW-9
	Charlotte, North Carolina 28288
	Attention: Justin Zakocs
	Conduit Administration
	Facsimile No.: (704) 383-7184
	Telephone No.: (704) 715-8184

CAC: First Amendment to Certificate Funding Agreement