<PAGE>
                                                                    EXHIBIT 4(l)



                             Dated 7 September 2001



                               CAC UK FUNDING LTD.
                                   as Company


                                  in favour of


                                  COMERICA BANK
                               as Security Trustee




                  --------------------------------------------

                                    DEBENTURE

                  --------------------------------------------





                           [MAYER BROWN & PLATT LOGO]



                               Bucklersbury House
                             3 Queen Victoria Street
                                London, EC4N 8EL
                            Telephone: 020 7246 6200
                               Fax: 020 7329 4465
                               Reference: 98497274


<PAGE>
<TABLE>
<S>      <C>      <C>                                                                                   <C>
PART 1            INTERPRETATION.............................................................................1

         1.       DEFINITIONS AND INTERPRETATION.............................................................1

PART 2            THE SECURED LIABILITIES....................................................................8

         2.       PAYMENT OF THE SECURED LIABILITIES.........................................................8

PART 3            SECURITY INTERESTS.........................................................................9

         3.       ASSIGNMENTS, FIXED AND FLOATING CHARGES....................................................9

         4.       PERFECTION OF SECURITY AND FURTHER ASSURANCES.............................................10

         5.       RELEASE OF SECURITY.......................................................................11

         6.       CRYSTALLISATION OF FLOATING CHARGE........................................................12

         7.       RESTRICTIONS ON DEALING WITH THE SECURED ASSETS...........................................13

PART 4            REPRESENTATIONS, WARRANTIES AND COVENANTS.................................................15

         8.       REPRESENTATIONS, WARRANTIES AND GENERAL COVENANTS.........................................15

         9.       SPECIFIC COVENANTS........................................................................17

PART 5            ENFORCEMENT...............................................................................21

         10.      POWER TO REMEDY...........................................................................21

         11.      ENFORCEMENT...............................................................................22

         12.      APPOINTMENT OF RECEIVER...................................................................23

         13.      PROTECTION OF THIRD PARTIES...............................................................26

         14.      APPLICATION OF PROCEEDS...................................................................26

         15.      POWER OF ATTORNEY.........................................................................27

PART 6            SECURITY TRUSTEE'S ADDITIONAL RIGHTS......................................................29

         16.      GENERAL SECURITY PROVISIONS...............................................................29

         17.      RETENTION OF SECURITY.....................................................................31

         18.      CUSTODY...................................................................................31

         19.      DELEGATION................................................................................32

         20.      PRIOR CHARGES.............................................................................32

         21.      SET-OFF...................................................................................32

         22.      CURRENCY INDEMNITY........................................................................33

PART 7            MISCELLANEOUS.............................................................................34

         23.      COSTS.....................................................................................34

         24.      INDEMNITY.................................................................................35

         25.      TRANSFERS.................................................................................35

         26.      PROPERTY OF SECURITY TRUSTEE..............................................................36

         27.      SECURITY TRUSTEE'S CERTIFICATE OR DETERMINATION...........................................36
</TABLE>
<PAGE>
<TABLE>
<S>               <C>                                                                                   <C>
         28.      NOTICES...................................................................................36

         29.      PARTIAL INVALIDITY........................................................................37

         30.      REMEDIES AND WAIVERS......................................................................37

         31.      AMENDMENTS AND WAIVERS....................................................................37

         32.      COUNTERPARTS..............................................................................37

         33.      THIRD PARTY RIGHTS........................................................................37

         34.      SECURITY TRUSTEE NOT COLLATERAL AGENT.....................................................37

PART 8            GOVERNING LAW AND ENFORCEMENT.............................................................39

         35.      GOVERNING LAW.............................................................................39

         36.      ENFORCEMENT...............................................................................39
</TABLE>






                                      -ii-
<PAGE>
THIS DEBENTURE is dated 7 September 2001 and made by way of deed by:

(1)      CAC UK FUNDING LTD., registered in England and Wales no. 04184229 and
         having its registered office at Burfree House, Teville Road, Worthing,
         BN11 1AZ (the "COMPANY") in favour of

(2)      COMERICA BANK, a Michigan banking corporation, as agent and security
         trustee for the benefit of the Banks under the Credit Agreement
         (referred to below), (the "SECURITY TRUSTEE").



IT IS AGREED as follows:

                                     PART 1

                                 INTERPRETATION

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Debenture, unless the context otherwise requires:

         "ADVANCES TO DEALERS" shall mean any and all advances by the Company to
         Dealers under the Dealer Agreements whether in respect of Instalment
         Contracts or Leases, as outstanding from time to time.

         "BANKS" has the meaning specified in the Credit Agreement.

         "BILL OF SALE" means a bill of sale taken or to be taken by the Company
         from a Customer by way of security in a Vehicle for liabilities under a
         CAC Loan Agreement.

         "CAC LOAN AGREEMENTS" means the "Loan Agreements" as defined in the
         Dealer Trading Agreements each of which may be entered into between the
         Company and a Customer and pursuant to which financing may be advanced
         by way of loan from the Company to the Customer, to assist the
         Customer's acquisition of a Vehicle, and may be secured by way of Bill
         of Sale.

         "CAC UK" means Credit Acceptance Corporation UK Limited, a company
         organised under the laws of England and Wales.

         "COMPANY" has the meaning given to it in the preamble.

         "CONDITIONAL SALE AGREEMENT" means an agreement between the Company as
         seller and a Customer as buyer, a specimen of which has previously been
         supplied to the Security Trustee in connection with its execution of
         this Debenture, under which the Company sells to the Customer a Vehicle
         which the Company has purchased from the Dealer on terms that the price
         is payable by the Customer in instalments and where


<PAGE>
         risk in the Vehicle passes to the Customer upon delivery but title to
         the Vehicle remains with the Company until all instalments together
         with any costs, fees, expenses and default interest have been paid in
         full to the Company.

         "CREDIT AGREEMENT" means the Amended and Restated Credit Agreement
         dated as of June 11, 2001 (amended and restating the prior Credit
         Agreement) between, inter alia, Credit Acceptance Corporation, a
         Michigan corporation, other parties and Comerica Bank as administrative
         agent (as amended, restated or otherwise modified from time to time).

         "CUSTOMERS" means the person or persons who enters into a Conditional
         Sale Agreement with the Company after being introduced to the Company
         by a Dealer.

         "DEALER" shall mean a person engaged in the business of the retail sale
         or lease of motor vehicles, whether new or used, selling new motor
         vehicles, but having a used vehicle department, including any such
         person which constitutes an affiliate of the Company.

         "DEALER TRADING AGREEMENT" means an agreement entered into between a
         Dealer in the United Kingdom and the Company, a specimen of which has
         previously been supplied to the Security Trustee in connection with its
         execution of this Debenture, pursuant to which the Dealer agrees that
         from time to time it will introduce Customers to the Company who seek
         finance to acquire a Vehicle from the Dealer and that it will sell such
         Vehicles to the Company for a charge or commission (the acquisition of
         such Vehicles by Customers being subsequently financed by the Company
         by way of a Conditional Sale Agreement or, subject to Clause 8.8, a CAC
         Loan Agreement).

         "DEBTS" means all present and future book and other debts and other
         monies due, owing or payable to the Company including, but not limited
         to, such monies due under the UK Contracts or any Intercompany Loans
         and the benefit of any claims, insurance policies (including the
         proceeds of the same), guarantees and any other rights relating to any
         of the above, including any security or remedies for any of the same,
         now or at any time enjoyed or held by the Company.

         "DEFAULT RATE" means the rate specified in Clause 2.9 of the Credit
         Agreement.

         "DISCHARGE DATE" has the meaning given to it in Clause 5.1.

         "DISPUTE" has the meaning given to it in Clause 36.1.

         "DISSOLUTION" of a person includes the dissolution, bankruptcy,
         insolvency, winding-up, liquidation, administration, examination,
         amalgamation, reconstruction, reorganisation, arrangement, adjustment,
         administrative or other receivership or dissolution of that person, its
         official management or all of its assets or revenues or the seeking of
         protection or relief of debtors and any equivalent or analogous
         proceeding by whatever name known and in whatever jurisdiction.

         "DOCUMENTS" means this Debenture and each of the Loan Documents.



                                      -2-
<PAGE>
         "ENFORCEMENT EVENT" means any of the following events:

         (a)      a breach by the Company of any provision of this Debenture
                  (including Clause 2.1) or any other Document;

         (b)      the occurrence of an Event of Default in connection with, or
                  relating to, any obligor in respect of any of the Secured
                  Liabilities; or

         (c)      the taking of any action by any person to enforce any Security
                  Interest over any of the Company's assets other than the
                  Security.

         "EVENT OF DEFAULT" means each of those events of default specified in
         Clause 9.1 of the Credit Agreement.

         "GROUP" means the Company and its Subsidiaries and the Company's
         holding company (as defined in Section 736 of the Companies Act 1985)
         and its Subsidiaries (including, for the avoidance of doubt, CAC UK).

         "INSTRUMENTS" means any contract, agreement, indenture, mortgage,
         document or writing (whether by formal agreement, letter or otherwise)
         under which any obligation is evidenced, assumed, or undertaken or any
         security interest (or right or interest in any security interest) is
         granted or perfected or purported to be granted or perfected.

         "INSURANCE PROCEEDS" means all monies which may from time to time be
         payable to or received by the Company (whether as an insured party or
         as loss payee) pursuant to any Insurance and the proceeds of all claims
         made by the Company under any such Insurance.

         "INSURANCES" means all policies and contracts of insurance which have
         been or are from time to time taken out by or on behalf of the Company
         or (to the extent of its interest) in which the Company has an interest
         (including as loss payee or additional insured) and including, for the
         avoidance of doubt, all renewals of and replacements for such policies
         and contracts of insurance.

         "INTELLECTUAL PROPERTY" means all patents, designs, copyrights, design
         rights, trade and service marks, utility models, trade and business
         names, moral rights, know-how formulae, inventions, confidential
         information, trade secrets, computer records and computer software
         programs and systems (including applications, improvements,
         prolongations, extensions and rights to apply for, and the benefit of
         any licences or consents relating to, any of the above) and rights of a
         like nature whether registered or unregistered and all fees, royalties
         or other rights derived from or incidental to the same arising or
         subsisting in any part of the world now or at any time belonging to the
         Company.

         "INTERCOMPANY LOANS" means all loans which the Company may, at any time
         and from time to time, make to other members of the Group in accordance
         with the Credit Agreement.



                                      -3-
<PAGE>
         "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated as of
         December 15, 1998 as amended by the First Amendment thereto, dated as
         of March 30, 2001 (as further amended, amended and restated,
         supplemented or otherwise modified from time to time) among the
         Security Trustee, the Banks and certain Noteholders (as defined
         therein).

         "LOAN DOCUMENTS" has the meaning given to it in the Credit Agreement.

         "LPA" means the Law of Property Act 1925.

         "PARTY" means a party to this Debenture and includes its successors in
         title, permitted assigns and permitted transferees.

         "PERMITTED SECURITIZATION" shall mean a "Permitted Securitization" as
         such term is defined in the applicable Loan Documents.

         "PERMITTED SECURITY INTERESTS" means "Permitted Liens" as such term is
         defined in the Credit Agreement.

         "RECEIVER" means any receiver, receiver and manager or administrative
         receiver appointed by the Security Trustee over all or any of the
         Secured Assets pursuant to this Debenture whether alone or jointly with
         any other or additional person and includes any substitute for any of
         them appointed from time to time.

         "SECURED ASSETS" means all of the undertaking and assets, rights and
         property of the Company which are the subject of any security created
         or purported to be created by this Debenture and includes any part of
         or any interest in any of them save that any assets sold or disposed of
         pursuant to Clause 5.3 shall not, once such assets have been released
         from the security granted by this Debenture, constitute Secured Assets.

         "SECURED LIABILITIES" means all monies, obligations and liabilities
         whatsoever whether for principal, interest or otherwise in whatever
         currency which may now or at any time in the future be due, owing or
         incurred pursuant to or in connection with the Credit Agreement by any
         or all of CAC UK, CAC of Canada Limited, a corporation organised under
         the laws of Canada and Credit Acceptance Corporation Ireland Limited, a
         corporation organised under the laws of the Republic of Ireland,
         together with any other Foreign Subsidiary (as defined in the Credit
         Agreement) which becomes a Permitted Borrower under the Credit
         Agreement whether present or future, actual or contingent, and whether
         alone, severally or jointly as principal, guarantor, surety or
         otherwise and in whatever name and whether on any current or other
         account or in any other manner whatsoever Provided that there shall be
         excluded from this definition any money, obligation or liability which
         would, but for this proviso, cause the covenant set out in Clause 2.1
         or the security which would otherwise be constituted by this Debenture
         to constitute unlawful financial assistance prohibited by Section 151
         of the Companies Act 1985.

         "SECURITY" means the security from time to time constituted by or
         pursuant to this Debenture.




                                      -4-
<PAGE>
         "SECURITY DOCUMENTS" means this Debenture and any other document
         guaranteeing or creating security for or supporting the obligations of
         the Company or any other person to the Security Trustee or any of the
         Banks.

         "SECURITY INTEREST" means any mortgage, charge, pledge, lien,
         assignment, hypothecation, security interest, title retention,
         preferential right, trust arrangement or any other type of security or
         preferential arrangement howsoever arising.

         "SECURITY TRUSTEE" has the meaning given to it in the preamble.

         "SPECIAL ACCOUNTS" means, upon or after the occurrence of an
         Enforcement Event, such separate and denominated account or accounts
         with the Security Trustee or such other bank or banks as the Security
         Trustee may thereafter specify from time to time in writing as the
         account or accounts into which the Debts are to be paid.

         "TANGIBLE MOVABLE PROPERTY" means all plant, equipment and machinery
         now or at any time vested in or held by or on behalf of the Company and
         all related spare parts, fuels, equipment and tools.

         "UK CONTRACTS" means the Conditional Sale Agreements, CAC Loan
         Agreements, Bills of Sale and Dealer Trading Agreements.

         "VEHICLE" means a motor car as defined by section 185 of the Road
         Traffic Act 1988 or a light commercial vehicle (which in any case has
         not been adapted from its original manufacturer's specification) and
         all accessories and replacements fitted to the said Vehicle whether by
         the Company, any other member of the Group or the Dealer or another.

1.2      INTERPRETATION

         (a)      Any reference in this Debenture to any Bill of Sale, CAC Loan
                  Agreement, Conditional Sale Agreement or Dealer Trading
                  Agreement shall be deemed to include a reference to any other
                  similar document taken or entered into by another member of
                  the Group, the rights, title, benefit and interest to and
                  under which have since been assigned, transferred or novated
                  to the Company by such other member of the Group and any
                  reference to an Advance or to a Customer shall include a
                  reference to an advance originally made by another member of
                  the Group under any such UK Contract or to a customer of such
                  other member of the Group under such UK Contract,
                  respectively.

         (b)      Any reference in this Debenture to:

                  (i)      "APPLICABLE LAW" includes any law (including common
                           or customary law), statute, constitution, decree,
                           judgment, treaty, regulation, directive, bye-law,
                           order, rule, convention, procedure, consent, request,
                           determination or any other legislative measure or
                           requirement (whether or not having the force of law)
                           of, and any interpretation of the same by, any
                           governmental, intergovernmental, supranational,
                           national,



                                      -5-
<PAGE>
                           federal, state, regional, local, statutory,
                           regulatory, self regulatory or other body or court;

                  (ii)     the "ASSETS" of any person includes the whole or any
                           part of its business, undertakings, property,
                           intellectual property, shares, securities, debts,
                           accounts, revenues (including any right to receive
                           revenues), goodwill, shareholdings and uncalled
                           capital including premium whether now or at any time
                           acquired and any other assets whatsoever;

                  (iii)    a "BUSINESS DAY" is a reference to a day (other than
                           a Saturday or Sunday) on which banks are generally
                           open for business in London and the United States of
                           America;

                  (iv)     a "DISPOSAL" includes any sale, lease, transfer,
                           conveyance, assignment, licence, sub-licence or other
                           disposal and "DISPOSE" and "DISPOSED" shall be
                           construed accordingly;

                  (v)      a "GUARANTEE" includes any guarantee, bond,
                           indemnity, letter of credit, third party security or
                           other legally binding assurance against financial
                           loss granted by one person in respect of any
                           indebtedness of another person or any agreement to
                           assume any indebtedness of any other person or to
                           supply funds or to invest in any manner whatsoever in
                           such other person by reason of or otherwise in
                           relation to any indebtedness of such other person;

                  (vi)     "INDEBTEDNESS" includes any obligation (whether
                           incurred as principal or as surety) for the payment
                           or repayment of money, whether present or future,
                           actual or contingent;

                  (vii)    "MATERIAL ADVERSE EFFECT" means, in the opinion of
                           the Security Trustee acting reasonably, a material
                           adverse effect on:

                           (A)      the business, operations, assets or
                                    financial condition of the Company;

                           (B)      the ability of the Company to perform any
                                    material obligation under any Document to
                                    which it is a party; or

                           (C)      the validity or enforceability of any
                                    material provision of this Debenture or any
                                    of the other Documents or the rights or
                                    remedies of the Security Trustee hereunder
                                    or thereunder;

                  (viii)   a "PERSON" includes any person, firm, company,
                           corporation, government, state or agency of a state
                           or any association, trust or partnership (whether or
                           not having separate legal personality) or two or more
                           of the above;




                                      -6-
<PAGE>
                  (ix)     a "SUBSIDIARY" of any person means any other person
                           which is a "subsidiary undertaking" of the
                           first-mentioned person within the meaning of Section
                           258 of the Companies Act 1985 as in force at the date
                           of this Debenture;

                  (x)      "TAX" means any tax, levy, impost, duty or other
                           charge or withholding of a similar nature (including
                           any penalty or interest payable in connection with
                           any failure to pay or any delay in paying any of the
                           same);

                  (xi)     a "DOCUMENT" or any other agreement or Instrument is
                           a reference to that Document or other agreement or
                           Instrument as amended or novated from time to time;

                  (xii)    "VAT" means value added tax and any other tax of a
                           similar nature;

                  (xiii)   a provision of law is a reference to that provision
                           as the same may have been, or may from time to time
                           be, amended or re-enacted; and

                  (xiv)    any person shall be construed so as to include it and
                           any subsequent successors and assigns in accordance
                           with their respective interests.

         (c)      Section, Clause and Schedule headings are for ease of
                  reference only.

         (d)      "(POUND)", "STERLING" and "POUNDS STERLING" denote the lawful
                  currency of the United Kingdom and "$" and "DOLLARS" denote
                  the lawful currency of the United States of America.

         (e)      Unless otherwise specified, a reference to any Section, Clause
                  or Schedule is a reference to such Section, Clause or Schedule
                  of this Debenture.

1.3      CREDIT AGREEMENT

         All terms defined in the Credit Agreement which are used in this
         Debenture shall bear the same meaning as in the Credit Agreement unless
         the context requires otherwise. In the event of any conflict between
         the meaning of any term defined in the Credit Agreement and in this
         Debenture the definition in this Debenture shall prevail.




                                      -7-
<PAGE>
                                     PART 2

                             THE SECURED LIABILITIES

2.       PAYMENT OF THE SECURED LIABILITIES

2.1      COVENANT TO PAY

         The Company covenants with the Security Trustee and the Banks that it
         shall pay and discharge the Secured Liabilities when due in accordance
         with the Credit Agreement to the Security Trustee or the Banks;
         provided, however, that recourse to the Company in connection with the
         foregoing covenants shall be limited to the Security and the other
         rights and remedies in connection with the Secured Assets granted to
         the Security Trustee and the Banks pursuant to this Debenture.

2.2      INTEREST

         If the Company fails to pay any amount due under Clause 2.1 on the due
         date for payment of the same, the Company shall pay interest on such
         amount (after as well as before any judgment) from the due date until
         the date of payment (notwithstanding the Dissolution of the Company),
         calculated on a daily basis at the rate or rates applicable under the
         agreements or arrangements under which such amount is payable or, if no
         such rate or rates are specified, at the Default Rate, upon such days
         and upon such terms as the Security Trustee may from time to time
         determine.

2.3      NO WITHHOLDING

         All sums payable by the Company under this Debenture shall be paid
         without any set-off, counterclaim, withholding or deduction whatsoever
         unless required by law, in which event the Company will:

         (a)      simultaneously with making the relevant payment under this
                  Debenture pay to the Security Trustee such additional amount
                  as will result in the receipt by the Security Trustee of the
                  full amount which would otherwise have been received; and

         (b)      promptly supply the Security Trustee with evidence
                  satisfactory to the Security Trustee that the Company has
                  accounted to the relevant authority for the sum withheld or
                  deducted.




                                      -8-
<PAGE>
                                     PART 3

                               SECURITY INTERESTS

3.       ASSIGNMENTS, FIXED AND FLOATING CHARGES

3.1      FIXED CHARGES

         The Company with full title guarantee and as a continuing security for
         the payment and discharge of the Secured Liabilities charges by way of
         fixed charge in favour of the Security Trustee:

         (a)      the Tangible Movable Property;

         (b)      the Intellectual Property;

         (c)      all present and future goodwill and uncalled capital of the
                  Company;

         (d)      the Debts;

         (e)      all monies now or at any time standing to the credit of any
                  bank account (including any Special Account) opened or
                  maintained by the Company with any person; and

         (f)      all Vehicles to which the Company holds the title and the
                  purchase of which are being financed by the Company pursuant
                  to any of the UK Contracts.

3.2      ASSIGNMENT IN EQUITY

         The Company with full title guarantee and as a continuing security for
         the payment and discharge of the Secured Liabilities assigns in equity
         to the Security Trustee all of the Company's right, title and interest
         in and to all present and future rights and claims of the Company under
         or in respect of the UK Contracts including, but not limited to, all of
         the Company's right, title and interest in and to all present and
         future rights and claims of the Company under any Conditional Sale
         Agreements and any Dealer Trading Agreements.

3.3      FLOATING CHARGE

         The Company with full title guarantee and as a continuing security for
         the payment and discharge of the Secured Liabilities charges in favour
         of the Security Trustee by way of floating charge the whole of the
         undertaking and all the assets, rights and income of the Company both
         present and future not otherwise effectively mortgaged, charged or
         assigned (whether at law or in equity) pursuant to Clauses 3.1 and 3.2.




                                      -9-
<PAGE>
3.4      RANKING OF CHARGES

         The charges created by Clause 3.1 shall constitute first fixed charges.
         The charge created by Clause 3.3 shall be a first floating charge
         unless and until it is converted into a fixed charge pursuant to Clause
         6 or by operation of law.

3.5      FAILURE OF ASSIGNMENT

         If for any reason the assignment of any of the Secured Assets referred
         to in Clause 3.2 is found to be ineffective and/or if any sums payable
         in respect of such Secured Assets are received by the Company, the
         Company shall hold the benefit of such Secured Assets and any such sums
         received by it on trust for the Security Trustee and shall account to
         the Security Trustee for or otherwise apply all such sums as the
         Security Trustee may direct and shall otherwise at its own cost take
         such action and execute such documents as the Security Trustee may
         reasonably require.

3.6      PERFORMANCE OF OBLIGATIONS

         The Company shall remain at all times liable to perform all of the
         obligations assumed by it under or in respect of the UK Contracts and
         the Documents to the same extent as if the Security had not been
         created and neither the Security Trustee nor any Receiver shall be
         under any obligation or liability to the Company or to any other person
         under or in respect of any UK Contract or Document.

4.       PERFECTION OF SECURITY AND FURTHER ASSURANCES

4.1      FURTHER ASSURANCES

         The Company shall at the request of the Security Trustee and at its own
         expense promptly execute (in such form as the Security Trustee may
         reasonably require) such Instruments and otherwise do such acts and
         things as the Security Trustee may require to improve, preserve,
         perfect or protect the security created (or intended to be created) by
         this Debenture or the priority of the same or, upon or after the
         occurrence of an Enforcement Event, to facilitate the realisation of or
         otherwise to enforce the same or to exercise any of the Security
         Trustee's or any Receiver's rights in relation to the same. In
         particular, but without limitation, the Company will:

         (a)      execute a legal assignment over all or any of the Debts
                  charged by this Debenture; and

         (b)      upon the occurrence of an Enforcement Event execute a valid
                  fixed charge over.

                  (i)      any asset subject to the floating charge created
                           pursuant to Clause 3.3;

                  (ii)     all bank accounts which the Company maintains at such
                           time and from time to time thereafter (and procure
                           that the Company's banker(s) execute an
                           acknowledgment of such fixed charge in a form
                           satisfactory to the Security Trustee at such time);
                           and




                                      -10-
<PAGE>
                  (iii)    any asset subsequently acquired by the Company which
                           would, if such asset had been owned by the Company at
                           the date of this Debenture, have been charged
                           pursuant to Clause 3.1; and

         (c)      notify the Security Trustee promptly if it wishes to undertake
                  any of the following activities (prior to undertaking such
                  activities) and execute an amendment to this Debenture and/or
                  such other additional security document as the Security
                  Trustee reasonably requires if the Company wishes to:

                  (i)      materially amend or modify the UK Contracts; or

                  (ii)     without prejudice to Clause 8.8, finance a Customer's
                           purchase of any Vehicle in the United Kingdom by way
                           of CAC Loan Agreement and/or Bill of Sale or accept
                           any assignment, transfer or novation of the right,
                           title, interest or benefit, to or under, any CAC Loan
                           Agreement or Bill of Sale from any other member of
                           the Group.

4.2      COVENANTS FOR TITLE

         The obligations of the Company under this Clause 4 shall be in addition
         to and not in substitution for the covenants for title deemed to be
         included in this Debenture by virtue of Part 1 of the Law of Property
         (Miscellaneous Provisions) Act 1994.

5.       RELEASE OF SECURITY

5.1      NO DISCHARGE OF SECURITY

         This Debenture and the Security shall be continuing security for the
         Secured Liabilities and shall not be considered as satisfied or
         discharged by any intermediate payment or settlement of all or any part
         of the Secured Liabilities or any other matter or thing whatsoever and
         shall be binding until the date (the "DISCHARGE DATE") on which:

         (a)      all of the Secured Liabilities have been unconditionally and
                  irrevocably paid or discharged in full to the satisfaction of
                  the Security Trustee;

         (b)      the Security Trustee is satisfied that each of the Banks and
                  it have ceased to have any commitment, liability or obligation
                  (whether actual or contingent) to make any credit or provide
                  any other accommodation to the Company under any Document or
                  otherwise or to any other person in respect of whose
                  liabilities the Company has undertaken a liability to the
                  Security Trustee or the Banks under or pursuant to any
                  Document.

         (c)      the Security Trustee is satisfied that the Company has ceased
                  to have any liability (whether actual or contingent) to the
                  Security Trustee and the Banks under or pursuant to any
                  Document in respect of any matter or thing whatsoever.




                                      -11-
<PAGE>
5.2      RELEASE OF SECURITY

         Following the Discharge Date and at the request and cost of the
         Company, the Security Trustee shall, as soon as reasonably practicable
         after receipt of such request, release and discharge without recourse,
         representation or warranty whatsoever the Security and re-assign
         without recourse, representation or warranty whatsoever property and
         assets charged or assigned to the Security Trustee by or pursuant to
         this Debenture to the Company (or as it shall direct), subject to the
         provisions of the Credit Agreement and Clause 17 and to the rights and
         claims of any person having prior rights over the same. Any release or
         discharge of the Security or of any of the Secured Liabilities shall
         not release or discharge the Company from any liability to the Security
         Trustee or the Banks for the Secured Liabilities or any other monies
         which exists independently of this Debenture.

5.3      RELEASE FOR PERMITTED SECURITIZATIONS AND TRANSFERS OF VEHICLES

         Notwithstanding the provisions of Clauses 5.1 and 5.2, the Security
         Trustee acknowledges and consents to:

         (a)      a disposition (as such term is defined in the Credit
                  Agreement) of Advances to Dealers, without the need for
                  further notice to the Security Trustee; provided, however,
                  that any such disposition of any Advance to Dealer shall be
                  made in connection with a Permitted Securitization involving
                  such Advance to Dealer and/or otherwise in accordance with,
                  and pursuant to, the terms and conditions of the Credit
                  Agreement; and provided, further, however, that the Company
                  shall not dispose of, or otherwise remit, the proceeds of any
                  such Permitted Securitization to any person other than CAC UK.
                  Without prejudice to the foregoing, the Security Trustee
                  shall, upon the written request and at the cost of the
                  Company, execute and deliver to the Company an instrument or
                  instruments in form reasonably acceptable to the Company
                  acknowledging the release and discharge of those Secured
                  Assets which are permitted to be sold or disposed of by the
                  Company or any other grantor pursuant to a Permitted
                  Securitization or otherwise pursuant to the Credit Agreement;
                  and

         (b)      the release of the fixed charge granted pursuant hereto in
                  respect of any Vehicle upon the transfer of title in such
                  Vehicle to a customer of the Company in accordance with the
                  terms and conditions of any UK Contract.

6.       CRYSTALLISATION OF FLOATING CHARGE

6.1      CRYSTALLISATION BY NOTICE

         The Security Trustee may at any time by notice in writing to the
         Company convert the floating charge referred to in Clause 3.3 into a
         fixed charge with immediate effect as regards any Secured Asset
         specified in the notice which the Security Trustee shall consider to be
         in danger of seizure, distress, diligence or other legal process or
         otherwise for any reason whatsoever in jeopardy.




                                      -12-
<PAGE>
6.2      AUTOMATIC CRYSTALLISATION

         Notwithstanding Clause 6.1 and without prejudice to any rule of law
         having a similar effect, the floating charge shall automatically be
         converted into a fixed charge with immediate effect as regards all
         assets subject to the floating charge created by Clause 3.3 on:

         (a)      any Secured Asset becoming subject to a Security Interest
                  other than a Permitted Security Interest or being disposed of
                  contrary to the provisions of Clause 7.1 or otherwise being in
                  jeopardy; or

         (b)      any person levying or notifying the Company that it intends to
                  levy any distress, execution, sequestration or other process
                  against any Secured Asset; or

         (c)      the Company ceasing to carry on business or to be a going
                  concern; or

         (d)      the occurrence of an Enforcement Event; or

         (e)      any of the Secured Liabilities becoming due and outstanding
                  prior to their stated maturity; or

         (f)      the presentation of a petition for the compulsory winding up
                  of or the making of an administration order in relation to the
                  Company or the convening of a meeting for the passing of a
                  resolution for the voluntary winding up of the Company.

7.       RESTRICTIONS ON DEALING WITH THE SECURED ASSETS

7.1      RESTRICTIONS ON DEALING

         The Company represents, warrants and undertakes to the Security Trustee
         that save with the prior written consent of the Security Trustee:

         (a)      it has and will at all times during the subsistence of the
                  Security have legal title to and is and at all times during
                  the subsistence of the Security will be entitled to the entire
                  beneficial interest in the Secured Assets free from Security
                  Interests (save for Permitted Security Interests) and will not
                  create or attempt to create or permit to arise or subsist any
                  Security Interest on any of the Secured Assets;

         (b)      save as permitted by the Credit Agreement or this Debenture it
                  has not sold or agreed to sell or otherwise disposed of or
                  agreed to dispose of and will not at any time during the
                  subsistence of the Security sell, assign, part with, transfer,
                  lease, licence or otherwise dispose of the benefit of all or
                  any of the Company's right, title and interest in and to the
                  Secured Assets or any part of them and will not agree to or
                  grant any option in respect of any of the above, with the
                  exception of:



                                      -13-
<PAGE>
                  (i)      sales of its stock in trade at not less than market
                           value in the ordinary course of its business;

                  (ii)     the use of cash for the acquisition of goods or
                           services in the ordinary course of its business; and

                  (iii)    the sale or disposal of all or any of its undertaking
                           and assets for the time being subject to the floating
                           charge created pursuant to Clause 3.3 in the ordinary
                           course of its business until such time as such
                           floating charge is converted into a fixed charge
                           pursuant to Clause 6 or by operation of law; and

         (c)      (i) upon or after the occurrence of an Enforcement Event and
                  upon receipt of a notice from the Security Trustee requiring
                  the establishment of a Special Account (or Special Accounts),
                  it will promptly pay into a Special Account all monies which
                  it may receive in respect of the Debts immediately on receipt
                  and it will not be entitled to withdraw or transfer from the
                  Special Accounts any monies standing to the credit of such
                  Special Accounts or direct any payment to be made from such
                  Special Accounts to any person, and (ii) until such payment
                  into a Special Account of the nature referred to in sub-clause
                  (c)(i) will hold all monies which it may receive in respect of
                  the Debts on trust for the Security Trustee, it will not
                  release, set-off, compound or deal with the Debts otherwise
                  than by getting in and realising the same in the ordinary and
                  proper course of its business (and for this purpose the
                  realisation of Debts by means of block discounting, factoring
                  or the like shall not be regarded as dealing in the ordinary
                  and proper course of its business).




                                      -14-
<PAGE>
                                     PART 4

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

8.       REPRESENTATIONS, WARRANTIES AND GENERAL COVENANTS

         The Company makes the representations, warranties and covenants set out
         in this Clause to the Security Trustee.

8.1      DUE INCORPORATION

         It is a limited liability company, duly incorporated and validly
         existing under the laws of England and Wales, capable of being sued in
         its own right and will not be entitled to claim immunity (whether on
         the basis of sovereignty or otherwise) from judicial proceedings
         including attachment (both before and after judgment), execution or
         otherwise.

8.2      CAPACITY

         It has and will at all times have the necessary power and existence to
         enter into and perform its obligations under this Debenture.

8.3      ENFORCEABILITY

         This Debenture constitutes, and will continue during the subsistence of
         the Security to constitute, its legal, valid, binding and enforceable
         obligations and is, and will continue during the subsistence of the
         Security to be, a first ranking Security Interest over the Secured
         Assets effective in accordance with its terms.

8.4      AUTHORISATIONS

         All actions, conditions and things required to be taken, fulfilled and
         done (including the obtaining of any necessary consents or the like) in
         order:

         (a)      to enable the Company lawfully to enter into and perform and
                  comply with its obligations under or pursuant to this
                  Debenture and to ensure that those obligations are valid,
                  legally binding and enforceable;

         (b)      to enable the Company to create the Security and to ensure
                  that (subject to all necessary registrations being made) the
                  Security is valid, legally binding and enforceable and has and
                  will have the ranking which it is expressed to have;

         (c)      to make this Debenture admissible in evidence in the courts of
                  England and each other jurisdiction in which any Secured Asset
                  is located;

         (d)      to enable the Company to own its assets and property and to
                  carry on its business as it is currently being conducted; and



                                      -15-
<PAGE>
         (e)      to ensure that no other party to any agreement or arrangement
                  entered into by the Company becomes entitled to terminate such
                  agreement as a consequence of the Company entering into this
                  Debenture,

         have been taken, fulfilled and done (and in the case of consents and
         the like will remain in full force and effect during the subsistence of
         the Security).

8.5      COMPLIANCE WITH LAWS

         Its entry into and its performance of and compliance with its
         obligations under or pursuant to this Debenture and the creation of the
         Security does not and will not violate or exceed any borrowing or other
         powers or restrictions granted or imposed under or pursuant to:

         (a)      any applicable law to which it is subject;

         (b)      any agreement or other Instrument binding on it or any of its
                  assets; or

         (c)      its Memorandum and Articles of Association.

8.6      INSOLVENCY PROCEEDINGS

         It has not taken any corporate action nor have any other steps been
         taken or legal proceedings been started or, to the best of its
         knowledge and belief, threatened against it for its Dissolution.

8.7      INSURANCE POLICIES

         It has obtained and maintained all such insurance policies as would be
         maintained by prudent companies carrying on business of the type
         carried on by the Company at all relevant times and has complied in all
         material respects with the terms and conditions of such policies.

8.8      FINANCE OF ACQUISITION OF VEHICLES

         In connection with the conduct of business in relation to Vehicles or
         any other asset (including the financing of the acquisition thereof)
         the Company shall conduct such business substantially through
         Conditional Sale Agreements entered into pursuant to a Dealer Trading
         Agreement. Without prejudice to the foregoing, notwithstanding the
         ability of the Company to utilise CAC Loan Agreements and Bills of Sale
         to finance the acquisition by Customers of Vehicles pursuant to the
         Dealer Trading Agreements, the Company has financed, and will continue
         to finance, substantially all acquisitions of Vehicles by way of
         Conditional Sale Agreements and not through any CAC Loan Agreement or
         Bill of Sale and, without prejudice to the generality of the foregoing,
         the Company has not accepted, and will not accept, any assignment of
         the right, title, interest and benefit, to or under any CAC Loan
         Agreements or Bills of Sale from any other member of the Group. The
         Company shall promptly supply the Security Trustee with copies of any
         documents other than Conditional Sale Agreements




                                      -16-
<PAGE>
         utilised by it in connection with the conduct of business in relation
         to Vehicles or any other assets.

9.       SPECIFIC COVENANTS

9.1      SPECIFIC COVENANTS

         Save with the prior written consent of the Security Trustee, the
         Company shall at all times during the subsistence of the Security:

         (a)      ACCESS

                  (i)      upon prior written notice from the Security Trustee,
                           permit the Security Trustee and/or its
                           representatives or agents free access at all
                           reasonable times to inspect and take copies and
                           extracts from the books, accounts and records of the
                           Company and such other documents as the Security
                           Trustee may reasonably require and furnish the
                           Security Trustee with all information and facilities
                           which it may require and pay all reasonable expenses
                           incurred by the Security Trustee in connection with
                           the above; and

                  (ii)     grant the Security Trustee and/or its legal or other
                           advisers on request all reasonable facilities to
                           enable it or them to carry out at the Company's
                           expense such investigation of title to any Secured
                           Assets and enquiries into matters in connection with
                           the same as would be carried out by a prudent person;

         (b)      INSURANCES

                  maintain, with financially sound and reputable insurers,
                  insurance with respect to its material property and business
                  against such casualties and contingencies, of such types
                  (including insurance with respect to losses arising out of
                  such property loss or damage, public liability, business
                  interruption, larceny, workers' compensation, embezzlement or
                  other criminal misappropriation) and in such amounts as is
                  customary in the case of companies of established reputations
                  engaged in the same or similar business and similarly situated
                  (and including such lender loss payee clauses and/or
                  endorsements as the Security Trustee or the Banks may request
                  following the delivery of the Collateral Documents (as defined
                  in the Credit Agreement) pursuant to Section 7.20 of the
                  Credit Agreement), provided that such insurance is
                  commercially available, it being understood that the Company
                  and its Subsidiaries may self-insure against hazards and risks
                  with respect to which, and in such amounts as, the Company in
                  good faith determines to be prudent and consistent with sound
                  financial and business practice.




                                      -17-
<PAGE>


         (c)      INTELLECTUAL PROPERTY

                  (i)      use its best endeavours to detect any infringement of
                           the Intellectual Property and if it shall become
                           aware of any such infringement to give the Security
                           Trustee immediately all information in its possession
                           with regard to the same and at the request of the
                           Security Trustee but at its own cost to take such
                           steps as the Security Trustee may from time to time
                           direct, including commencing and diligently
                           prosecuting or permitting the Security Trustee in the
                           name but at the expense of the Company to commence
                           and prosecute all proceedings necessary to prevent
                           such infringement or to recover damages in respect of
                           the same;

                  (ii)     lodge all notices, complete all filings and
                           registrations and do all other acts as may be
                           necessary to ensure that the Intellectual Property to
                           which the Company is or may become entitled is valid
                           and subsisting and remains vested in the Company and
                           to take all such actions and proceedings as are
                           necessary to protect such Intellectual Property and
                           if any or all such Intellectual Property shall at any
                           time become void to lodge all notices and do all
                           other acts as may be necessary to restore such
                           Intellectual Property to the Company and in
                           particular to pay all such fees as may be necessary
                           for all of the above at least 14 days before the same
                           shall become due; and

                  (iii)    do all such things as are necessary to maintain and
                           keep in force such of its Intellectual Property as is
                           material to its business;

         (d)      COMPLIANCE WITH LAWS

                  comply in all material respects with the provisions of all
                  applicable laws and every notice, order, direction, licence or
                  permission given or made under such applicable laws;

         (e)      RECORDS

                  keep its books of account and prepare all financial statements
                  in accordance with accounting principles generally accepted in
                  England consistently applied and procure that there is
                  furnished to the Security Trustee:

                  (i)      such information, financial or otherwise, as the
                           Security Trustee may from time to time reasonably
                           request regarding the affairs of the Company or all
                           or any part of the Secured Assets; and

                  (ii)     details of any litigation, arbitration or
                           administrative proceedings in progress pending or, to
                           the knowledge of the Company, threatened against it
                           which might have a material adverse effect on the
                           Company's ability to perform its obligations under
                           this Debenture as soon as the Company becomes aware
                           of such details;





                                      -18-
<PAGE>

         (f)      CONTRACTS AND DOCUMENTS

                  diligently pursue any remedies available to it for any breach
                  of, or in respect of any claim in relation to, any UK Contract
                  or Document;

         (g)      INTERCOMPANY LOANS

                  keep a full written record evidencing all Intercompany Loans
                  and provide copies of such record to the Security Trustee free
                  of charge within 10 Business Days of receiving a written
                  request from the Security Trustee for a copy of such record;

         (h)      VAT

                  (i)      not, without the prior written consent of the
                           Security Trustee, exercise any option, election or
                           discretion to charge VAT or transfer the right to
                           recover any VAT or levy VAT or to treat supplies made
                           by it as taxable supplies for the purposes of VAT;
                           and

                  (ii)     if the Security Trustee so requires, exercise any
                           option, election or discretion which may now or from
                           time to time be available to it to charge VAT or to
                           treat supplies made by it as taxable supplies for the
                           purposes of VAT; and

         (i)      GENERAL

                  conduct and carry on its business in a proper and efficient
                  manner, keep or cause to be kept proper books of account
                  relating to such business, not make any material alteration in
                  the nature of such business which would constitute a change
                  from that carried on at the date of this Debenture and not
                  take any step or omit to take any step the taking or omission
                  of which might have a material adverse effect on the value of
                  the Company's goodwill.

9.2      EVIDENCE OF COMPLIANCE

         The Company shall at all times during the subsistence of the Security
         and if the Security Trustee so requires, give to the Security Trustee
         evidence sufficient to satisfy it that the provisions of this Clause 9
         have been complied with.

9.3      LIMITATION ON POWERS

         None of the covenants in Clause 9 shall be construed as limiting any
         powers exercisable by any Receiver under this Debenture.




                                      -19-
<PAGE>
9.4      NECESSITATED AMENDMENTS OR SUPPLEMENTS TO THIS DEBENTURE

         Should the Company seek the written consent of the Security Trustee to
         undertake any activity which is expressly prohibited under Clause 9.1
         and which the Company has therein covenanted that it will not
         undertake, the Company hereby agrees that it will at its expense
         execute and deliver such additional security document or such amendment
         to this Debenture as the Security Trustee requires and will reimburse
         the Security Trustee for all reasonable costs and expenses (including,
         but not limited to, legal fees) of the Security Trustee in connection
         with the negotiating, drafting, execution, delivery and registration of
         such additional security document or such amendment (as applicable).
















                                      -20-
<PAGE>
                                     PART 5

                                   ENFORCEMENT

10.      POWER TO REMEDY

10.1     ENTRY, POSSESSION AND POWER TO REMEDY

         The Company shall upon 5 days prior notice (except if an Enforcement
         Event has occurred and is continuing, when no prior notice shall be
         required) permit the Security Trustee and/or its representatives,
         agents or contractors free access at reasonable times to enter or take
         possession of all or any part of the Secured Assets to:

         (a)      view the state and condition of the same;

         (b)      comply with or object to any direction or notice or other
                  matter served on the Company; or

         (c)      carry out any repairs or take any other action (including the
                  payment of money) which the Security Trustee shall consider
                  necessary or desirable in connection with such Secured Assets
                  to remedy any failure to comply with any covenant contained in
                  Clause 9,

         and in any such case without becoming liable to account as mortgagee in
         possession;

         provided, however, that the Security Trustee acknowledges that, in
         exercising the rights and privileges conferred in this Clause 10.1, it
         or agents, representatives or contactors may, from time to time, obtain
         knowledge of information, practices, books, correspondence and records
         of a confidential nature and in which the Company has a proprietary
         interest. The Security Trustee agrees that all such information,
         practices, books, correspondence and records are to be regarded as
         confidential information and agrees that it shall retain in strict
         confidence and shall use its reasonable efforts to ensure that its
         agents and representatives retain in strict confidence, and will not
         disclose without the prior written consent of the Company, any such
         information, practices, books, correspondence and records furnished to
         them except that the Security Trustee may disclose such information (i)
         to its officers, directors, employees, agents, legal advisers,
         accountants, auditors, affiliates, advisors or representatives
         (provided that such persons are informed of the confidential nature of
         such information), (ii) to the extent such information has become
         available to the public other than as a result of a disclosure by or
         through the Security Trustee or its officers, directors, employees,
         agents, legal advisers, accountants, auditors, affiliates, advisors or
         representatives, (iii) to the extent such information was available to
         the Security Trustee on a non-confidential basis prior to its
         disclosure to the Security Trustee hereunder, (iv) to the extent the
         Security Trustee is (A) required in connection with any legal or
         regulatory proceeding or (B) requested by any bank or other regulatory
         authority to disclose such information; (v) to any prospective assignee
         of any note or other instrument evidencing any of the Secured
         Liabilities; provided, however, that the Security Trustee shall notify
         such assignee of the confidentiality




                                      -21-
<PAGE>
         provisions of this Section 10.1 and such assignee shall agree to be
         bound thereby; or (vi) to any Bank, subject to the confidentiality
         provisions contained in this Debenture and the Credit Agreement and any
         other Loan Documents to which it is a party, upon the request of such
         party following the occurrence and during the continuance of any Event
         (but with no obligation on the part of any such Bank to return such
         information to the Security Trustee or the Company if any such
         Enforcement Event is subsequently cured or waived).

10.2     INSURANCES

         If the Company shall fail to comply with any of its obligations as to
         insurance, the Security Trustee may, but shall not be required to, take
         out, renew or maintain such insurance either in its own name, in its
         name and that of the Company jointly or in the name of the Company with
         the Security Trustee's interest noted on the policy, in such sum as the
         Security Trustee may think expedient.

10.3     INDEMNITY

         The Company shall on demand indemnify the Security Trustee and the
         Banks on a full indemnity basis in respect of any and all costs,
         damages and expenses incurred by the Security Trustee or the Banks
         pursuant to Clauses 10.1 and 10.2, together with interest at the
         Default Rate from the date of payment by the Security Trustee or the
         Banks until repayment, whether before or after judgment and
         notwithstanding any release or discharge of all or any part of the
         Security, indemnify the Security Trustee and the Banks on a full
         indemnity basis in respect of any and all actions, proceedings,
         demands, claims, losses, liabilities, costs and expenses arising as a
         result of any breach of Clause 9 or otherwise relating to all or any
         part of the Secured Assets save to any costs, charges or expenses
         incurred as a result of the Security Trustee's own negligence or wilful
         default.

11.      ENFORCEMENT

11.1     ENFORCEMENT

         On or at any time after the occurrence of an Enforcement Event:

         (a)      the Security Trustee shall cease to be under any further
                  commitment to the Company and may at any time (notwithstanding
                  any conflicting agreement or arrangement) declare the Secured
                  Liabilities (or such of them as the Security Trustee may
                  specify) to be immediately due and payable or payable
                  immediately on demand; and

         (b)      the Security shall become immediately enforceable and the
                  power of sale and other powers conferred by Section 101 of the
                  LPA as varied or extended by this Debenture and all the
                  powers, authorities and discretions conferred by this
                  Debenture expressly or by implication on any Receiver or
                  otherwise conferred by statute or common law on mortgagees or
                  receivers shall become immediately exercisable by the Security
                  Trustee, whether or not it shall have




                                      -22-
<PAGE>
                  appointed a Receiver, without the restrictions contained in
                  the LPA as to the giving of notice or otherwise.

11.2     POWER OF SALE

         The Secured Liabilities shall be deemed for the purposes of all powers
         implied by statute to have become due and payable within the meaning of
         Section 101 of the LPA immediately on the execution of this Debenture
         and Section 103 of the LPA (restricting the power of sale) and Section
         109 of the LPA (restricting the power to appoint a receiver) shall not
         apply to this Debenture or any Security and upon the occurrence of an
         Enforcement Event, the Security created by this Debenture shall become
         immediately enforceable and the powers conferred by the LPA and this
         Debenture shall become immediately exercisable without the restrictions
         contained in the LPA.

11.3     CONSOLIDATION

         The restriction on the consolidation of mortgages imposed by Section
         93(1) of the LPA shall not apply to this Debenture or to any Security.

12.      APPOINTMENT OF RECEIVER

12.1     APPOINTMENT OF RECEIVER

         Without prejudice to any statutory or other powers of appointment of
         the Security Trustee under the LPA as extended by this Debenture or
         otherwise, at any time after the security constituted by this Debenture
         has become enforceable or if the Company so requests in writing at any
         time the Security Trustee may without further notice to the Company
         appoint by writing under hand of a duly authorised officer or under
         seal any one or more persons qualified to act as a receiver, receiver
         and manager or administrative receiver (as the case may require) under
         the Insolvency Act 1986 either solely, jointly, severally or jointly
         and severally to be a Receiver of all or any part of the Secured Assets
         and either at the time of appointment or any time after such
         appointment may fix his or their remuneration and except as otherwise
         required by statute may remove any such Receiver and appoint another or
         others in his or their place.

12.2     POWERS OF RECEIVER

         Every Receiver shall have in relation to the Secured Assets (and every
         reference in this Clause to "Secured Assets" shall be read as a
         reference to that part of the Secured Assets in respect of which such
         Receiver was appointed) the powers granted by the LPA to any receiver
         appointed under it or to any mortgagor or mortgagee in possession and
         the powers granted by the Insolvency Act 1986 to any administrative
         receiver, all as varied and extended by this Debenture and in addition,
         but without prejudice to the generality of the above, shall have power
         to do the following:



                                      -23-
<PAGE>
         (a)      enter upon, take possession of, collect and get in the Secured
                  Assets or any part of them and collect and get in all rents
                  and other income whether accrued before or after the date of
                  his appointment and for those purposes make such demands and
                  take such actions or proceedings as may seem expedient;

         (b)      comply with and perform all or any of the acts, matters,
                  omissions or things covenanted to be done or omitted by the
                  Company under this Debenture;

         (c)      carry on, manage, develop, reconstruct, amalgamate or
                  diversify the business of the Company to the extent contained
                  in the Secured Assets or any part of it in such manner as he
                  shall in his discretion think fit (including, without
                  prejudice to the generality of the above, to purchase supplies
                  and materials);

         (d)      sell by public auction or private contract, let, grant,
                  surrender or accept surrenders of leases or tenancies of,
                  grant rights, licences, options or easements in relation to,
                  otherwise deal with or dispose of and exercise all or any
                  rights, powers and discretions incidental to the ownership of,
                  all or any part of the Secured Assets in the name of and on
                  behalf of the Company or otherwise or concur in doing any of
                  the above in such manner and generally on such terms and
                  conditions and for such consideration (whether in cash,
                  debentures, shares, stocks, securities or other valuable
                  consideration and whether payable by a lump sum or by
                  instalments) as he may think fit and carry out any such sale
                  by conveying by deed or transferring in the name and on behalf
                  of the Company or otherwise and taking such steps so that
                  plant, machinery and other fixtures and fittings may be
                  severed and sold separately from the premises containing them
                  and apportion any rent and the performance of any obligations;

         (e)      repair, decorate, furnish, maintain, alter, improve, renew or
                  add to the Secured Assets or any part of them as he shall
                  think fit and effect, maintain, renew or increase indemnity
                  insurance and other insurances and obtain bonds;

         (f)      appoint or dismiss managers, agents, officers, employees,
                  servants, builders or workmen and employ professional advisers
                  and others at such salaries or for such remuneration as he may
                  think fit;

         (g)      perform, repudiate, rescind, vary or enter into any
                  arrangement or compromise any contracts or agreements which he
                  may consider expedient;

         (h)      settle, arrange, compromise and submit to arbitration any
                  accounts, claims, questions or disputes whatsoever which may
                  arise in connection with the business of the Company or all or
                  any of the Secured Assets or in any way relating to the
                  Security and bring, prosecute, defend, enforce, compromise,
                  submit to and discontinue any actions, suits, arbitrations or
                  proceedings whatsoever whether civil or criminal;




                                      -24-
<PAGE>
         (i)      enter into, complete, disclaim, abandon, disregard, determine
                  or rectify all or any of the outstanding contracts or
                  arrangements of the Company and allow time for payment of any
                  unsecured or secured debts;

         (j)      exercise or permit the Company or any nominee of the Company
                  to exercise any powers or rights incidental to the ownership
                  of the Secured Assets or any part of them in such manner as he
                  may think fit;

         (k)      form a Subsidiary or Subsidiaries of the Company and transfer,
                  lease or licence to any such Subsidiary or any other person
                  all or any part of the Secured Assets on such terms and
                  conditions as he may think fit;

         (l)      purchase, lease, hire or otherwise acquire any assets or
                  rights of any description which he shall in his absolute
                  discretion consider necessary or desirable for the carrying
                  on, improvement or realisation of all or any part of the
                  Secured Assets or the business of the Company or otherwise for
                  the benefit of all or any part of the Secured Assets;

         (m)      exercise any powers and discretions conferred on a landlord or
                  a tenant by any applicable law in relation to all or any part
                  of the Secured Assets;

         (n)      in the exercise of any of the powers, authorities and
                  discretions conferred on him by this Debenture or for any
                  other purpose to raise and borrow money either unsecured or
                  secured and either in priority to, pari passu with or
                  subsequent to the Security and generally on such terms and
                  conditions as he may think fit;

         (o)      give valid receipts for all monies and execute all discharges,
                  assurances and things which may be proper or desirable for
                  realising the Secured Assets or any part of them and redeem,
                  discharge or compromise any security whether or not having
                  priority to the Security or any part of it;

         (p)      execute and do all such other acts, things and deeds as he may
                  consider necessary or desirable for the realisation or
                  preservation of the Secured Assets or any part of them or
                  incidental or conducive to any of the matters, powers,
                  discretions or authorities conferred on or vested in him under
                  or by virtue of this Debenture or otherwise and exercise in
                  relation to the Secured Assets or any part of them, and at the
                  cost of the Company, all such powers, discretions, authorities
                  and things as he would be capable of exercising if he were the
                  absolute beneficial owner of the same; and

         (q)      use the name of the Company or his own name to exercise all or
                  any of the powers conferred by this Debenture.

12.3     AGENT OF THE COMPANY

         Any Receiver appointed under this Debenture whether acting solely or
         jointly shall be deemed to be the agent of the Company and to be in the
         same position as a receiver



                                      -25-
<PAGE>
         appointed under the LPA and the Company shall be solely responsible for
         his acts, omissions, defaults, losses and misconduct and for his
         remuneration and the Security Trustee shall not be in any way liable or
         responsible either to the Company or to any other person whatsoever for
         any Receiver.

12.4     JOINT APPOINTMENT

         If at any time two or more persons have been appointed as Receivers of
         the same part of the Secured Assets, each one of such Receivers shall
         be entitled to exercise individually all of the powers and discretions
         conferred on Receivers under this Debenture to the exclusion of the
         other or others of them in relation to any of the Secured Assets in
         respect of which he has been appointed unless the Security Trustee
         shall state otherwise in the document appointing him.

13.      PROTECTION OF THIRD PARTIES

         No purchaser, mortgagee or other person dealing with a Receiver or the
         Security Trustee shall be concerned to enquire whether the Secured
         Liabilities have become payable, whether any power which he or it is
         purporting to exercise has become exercisable, whether any money is due
         under this Debenture, as to the application of any money paid, raised
         or borrowed or as to the propriety or regularity of any sale by or
         other dealing with such Receiver or the Security Trustee. All the
         protection to purchasers contained in Sections 104 and 107 of the LPA
         and Section 42(3) of the Insolvency Act 1986 shall apply to any person
         purchasing from or dealing with a Receiver or the Security Trustee as
         if the Secured Liabilities had become due and the statutory powers of
         sale and of appointing a Receiver in relation to the Secured Assets had
         arisen on the date of this Debenture.

14.      APPLICATION OF PROCEEDS

14.1     ORDER OF PRIORITY

         Any monies received by the Security Trustee or any Receiver pursuant to
         this Debenture or under the powers conferred by this Debenture shall,
         after the occurrence of an Enforcement Event and payment of any claims
         having priority to the Security, be applied in the following order, but
         without prejudice to the right of the Security Trustee or the Banks to
         recover any shortfall from the Company:

         (a)      where applicable, in payment of all costs, charges and
                  expenses of and incidental to the appointment of the Receiver
                  and the exercise of all or any of his powers;

         (b)      where applicable, in payment of the Receiver's remuneration at
                  such rate as may be agreed with the Security Trustee;

         (c)      in or towards payment of the Secured Liabilities in such order
                  as the Security Trustee in its absolute discretion thinks fit;
                  and




                                      -26-
<PAGE>
         (d)      in payment of the surplus (if any) to the person or persons
                  entitled to it.

14.2     SPECIAL ACCOUNTS

         During the subsistence of the Security (and upon or after the
         occurrence of an Enforcement Event) the Security Trustee may, in its
         discretion, apply any part of the monies standing to the credit of the
         Special Accounts in accordance with this Clause.

14.3     INSURANCE PROCEEDS

         After occurrence of an Enforcement Event, all monies received by the
         Company by virtue of any insurance on the Secured Assets, whether or
         not effected pursuant to this Debenture and whether the event by virtue
         of which such monies became payable occurred before, on or after the
         date of this Debenture, shall be deemed part of the Secured Assets and
         (subject to any rights of third parties arising under any statute for
         the time being relating to the application of insurance monies and
         under any lease under which any Property is demised or let to or by the
         Company), shall, save with the prior written consent of the Security
         Trustee, be paid to the Security Trustee. Any monies so paid to the
         Security Trustee or otherwise received by the Security Trustee by
         virtue of any such insurance shall be applied in accordance with the
         provisions of the Credit Agreement. Any monies received by the Company
         by virtue of any such insurance shall be held on trust for the Security
         Trustee until such monies are paid to the Security Trustee in
         accordance with this Clause. The Company waives any right it may have
         to require that any such monies be applied in or towards making good
         the loss or damage in respect of which they became payable.

14.4     SUSPENSE ACCOUNT

         The Security Trustee or any Receiver may credit any monies to a
         suspense account for so long and in such manner as the Security Trustee
         or any Receiver may from time to time determine and the Receiver may
         retain the same for such period as the Receiver and the Security
         Trustee consider expedient.

15.      POWER OF ATTORNEY

15.1     APPOINTMENT

         The Company irrevocably and by way of security appoints the Security
         Trustee and any Receiver and every delegate referred to in Clause 19
         and each of them jointly and also severally to be its attorney (with
         full powers of substitution and delegation) and in its name or
         otherwise and on its behalf and as its act and deed to, after the
         occurrence and during the continuance of an Enforcement Event, execute
         (using the corporate seal, if appropriate), deliver and perfect all
         Instruments and do such other acts and things which may be required or
         which the attorney may consider desirable:

         (a)      to carry out any obligation imposed on the Company by this
                  Debenture;




                                      -27-
<PAGE>
         (b)      to carry into effect any sale, lease or other dealing
                  whatsoever by the Security Trustee or any Receiver;

         (c)      to convey or transfer any legal estate or other interest in
                  land or any other property whatsoever;

         (d)      to get in all or any of the Secured Assets; and

         (e)      generally to enable the Security Trustee and any Receiver to
                  exercise the respective powers, authorities and discretions
                  conferred on them by this Debenture or by law,

         and the Company covenants with the Security Trustee to ratify and
         confirm all acts and things done by such attorney in the exercise or
         purported exercise of its powers and all monies spent by such attorney
         shall be deemed to be expenses incurred by the Security Trustee under
         this Debenture.

15.2     IRREVOCABLE POWER

         The Company acknowledges that the power of attorney granted by Clause
         15.1 is as regards each of the Security Trustee and each Receiver
         granted irrevocably and for value as part of the Security to secure a
         proprietary interest in and the performance of obligations owed to the
         respective donees within the meaning of Section 4 of the Powers of
         Attorney Act 1971.






                                      -28-
<PAGE>
                                     PART 6

                      SECURITY TRUSTEE'S ADDITIONAL RIGHTS

16.      GENERAL SECURITY PROVISIONS

16.1     ADDITIONAL SECURITY

         This Debenture, the Security and the rights, powers and remedies given
         to the Security Trustee under this Debenture shall be in addition to
         and independent of and shall not prejudice, affect or merge in any
         other Security Interest, any guarantee or other Instrument (whether
         given by the Company or any other person) or any other right, power or
         remedy vested in the Security Trustee or which the Security Trustee may
         at any time hold in respect of or in connection with any or all of the
         Secured Liabilities and shall not be affected by any release,
         reassignment or discharge of such Security Interest, guarantee or
         Instrument or right, power or remedy. All the rights, powers and
         remedies so vested may be exercised from time to time as often as the
         Security Trustee may deem expedient.

16.2     WAIVER OF DEFENCES

         Without prejudice to the other provisions of this Clause 16, the
         obligations of the Company and the rights, powers and remedies of the
         Security Trustee under this Debenture and the Security or by applicable
         law will not be affected by any act, omission, matter or thing which,
         but for this provision, would reduce, release, prejudice or otherwise
         affect all or any of such obligations, remedies, rights, powers or
         Security including:

         (a)      any time or waiver or any other indulgence or concession
                  granted to, or composition with, any other person;

         (b)      the taking, variation, compromise, exchange, realisation,
                  renewal or release of, or refusal or neglect to perfect,
                  register, renew, take up, fully take up or enforce, any rights
                  against, or security over the assets of, any other person or
                  any non-presentation or non-observance of any formality or
                  other requirement in respect of any Instrument or any failure
                  to realise, or fully realise the full value of, any security;

         (c)      any incapacity, lack of power, authority or legal personality
                  or Dissolution or change in the members, status, constitution,
                  ownership or control of any other person;

         (d)      any variation (however fundamental), replacement or amendment
                  of, or waiver or release granted under or in connection with,
                  any Document or any other document or security;

         (e)      any unenforceability, illegality or invalidity of any
                  obligation of any person under any Document or any other
                  document or security; or




                                      -29-
<PAGE>
         (f)      any postponement, discharge, reduction, non-provability or
                  other similar circumstance affecting any obligation of any
                  person under any Document resulting from any Dissolution or
                  from any applicable law.

16.3     NEW ACCOUNT

         At any time following:

         (a)      the Security Trustee's receipt of notice (either actual or
                  constructive) of any subsequent Security Interest affecting
                  the Secured Assets which is not permitted under the terms of
                  the Credit Agreement;

         (b)      the Dissolution of the Company, or

         (c)      any assignment or transfer of all or any of the Secured Assets
                  in breach of Clause 7.1,

         the Security Trustee may open a new account or accounts in the name of
         the Company (whether or not it permits any existing account to
         continue). If the Security Trustee does not open such a new account, it
         shall nevertheless be treated as if it had done so at the time when the
         notice was received or was deemed to have been received or, as the case
         may be, the Dissolution commenced from that time, all payments made by
         the Company to the Security Trustee or received by the Security Trustee
         for the account of the Company shall be credited or treated as having
         been credited to the new account and shall not operate to reduce the
         amount secured by this Debenture at the time when the Security Trustee
         received or was deemed to have received such notice or, as the case may
         be, the Dissolution commenced.

16.4     NON-COMPETITION

         (a)      Until the Discharge Date, the Company shall not by virtue of
                  any payment made, security realised or monies received for or
                  on account of the liability of any third party:

                  (i)      be subrogated to any rights of, or security or monies
                           held, received or receivable by, the Security Trustee
                           or the Banks or be entitled to any right of
                           contribution or indemnity in respect of the same;

                  (ii)     claim, rank, prove or vote as a creditor of any such
                           third party or its estate in competition with the
                           Security Trustee or the Banks; or

                  (iii)    receive, claim or have the benefit of any payment,
                           distribution or security from or on account of any
                           such third party or exercise any right of set-off as
                           against such third party.

         (b)      The Company will hold on trust for, and immediately pay or
                  transfer or assign to, the Security Trustee any payment or the
                  benefit of any security received by it in breach of this
                  Clause 16.4. If the Company exercises any right of set-off



                                      -30-
<PAGE>
                  contrary to the above, it will immediately pay an amount equal
                  to the amount set-off to the Security Trustee.

16.5     ENTRY INTO POSSESSION

         If the Security Trustee or any Receiver shall enter into possession of
         all or any part of the Secured Assets, the Security Trustee or such
         Receiver may at any time go out of such possession. Neither the
         Security Trustee nor any Receiver shall in any circumstances be liable
         to account to the Company for anything except its or his actual
         receipts or be liable to the Company for any loss or damage arising
         from any realisation of all or any part of the Secured Assets or from
         any act, default or omission in relation to all or any part of the
         Secured Assets.

17.      RETENTION OF SECURITY

17.1     AVOIDANCE OF PAYMENTS

         No assurance, security or payment which may be avoided or adjusted
         under any applicable law relating to bankruptcy or insolvency or under
         Part VI of the Insolvency Act 1986 or similar legislation binding on
         the Company in a jurisdiction other than England and Wales and no
         release, settlement, discharge or arrangement given or made by the
         Security Trustee on the faith of any such assurance, security or
         payment shall prejudice or affect the right of the Security Trustee or
         the Banks to recover from the Company and from the Security the Secured
         Liabilities (including any monies which it may have been compelled by
         due process of law to refund under the provisions of the Insolvency Act
         1986 and any costs payable by it pursuant to or otherwise incurred by
         it in connection with such process).

17.2     REINSTATEMENT

         If any payment by the Company or any discharge given by the Security
         Trustee or any Bank (whether in respect of the obligations of the
         Company or any Security Interest for those obligations or otherwise) is
         avoided or reduced as a result of Dissolution:

         (a)      the liability of the Company shall continue as if the payment,
                  discharge, avoidance or reduction had not occurred; and

         (b)      the Security Trustee and/or the Banks, as the case may be,
                  shall be entitled to recover the value or amount of that
                  Security Interest or payment from the Company, as if the
                  payment, discharge, avoidance or reduction had not occurred.

18.      CUSTODY

         The Security Trustee shall be entitled to provide for the safe custody
         by third parties of all certificates and documents of title relating to
         the Secured Assets and shall not be responsible for any loss or damage
         occurring to or in respect of the same unless such




                                      -31-
<PAGE>
         loss or damage arises as a result of the Security Trustee's negligence
         or wilful misconduct.

19.      DELEGATION

         The Security Trustee may at any time and from time to time delegate by
         power of attorney or in any other manner to any persons or persons all
         or any of the powers, authorities and discretions which are for the
         time being exercisable by the Security Trustee under this Debenture in
         relation to all or any part of the Secured Assets. Any such delegation
         may be made upon such terms (including power to sub-delegate) and
         subject to such conditions as the Security Trustee may think fit. The
         Security Trustee shall not be in any way liable or responsible to the
         Company for any loss or damage arising from any act, default, omission
         or misconduct on the part of any such delegate or sub-delegate. Such
         delegation shall not preclude the subsequent exercise of such powers,
         authorities and discretions by the Security Trustee itself nor preclude
         the Security Trustee from making a subsequent delegation of the same to
         another person or from revoking any such delegation.

20.      PRIOR CHARGES

         In the event of there being a prior Security Interest to the Security
         and proceedings or steps being taken to exercise or enforce any powers
         or remedies conferred by such prior Security Interest against all or
         any of the Secured Assets, the Security Trustee or any Receiver
         appointed under this Debenture in respect of such Secured Assets may
         (but without prejudice to any rights the Receiver may have under
         Section 43 of the Insolvency Act 1986 to apply to a court for
         authorisation to dispose of property secured by a prior Security
         Interest) redeem such prior Security Interest or procure its transfer
         to itself or such Receiver, as the case may be, and may settle and pass
         the accounts of any prior mortgagee, chargee or encumbrancer. Any
         account so settled and passed shall be conclusive and binding on the
         Company and all the principal, money, interest, costs, charges and
         expenses of and incidental to such redemption or transfer shall be paid
         to the Security Trustee on demand together with interest at the Default
         Rate on the same from the earlier of the date of demand and the date of
         payment by the Security Trustee until the date of payment by the
         Company, whether before or after judgment. All the powers, authorities
         and discretions conferred by a prior Security Interest upon any prior
         mortgagee, chargee or encumbrancer or any receiver under such prior
         Security Interest shall be exercisable by the Security Trustee or a
         Receiver in a like manner as if the same were expressly included in
         this Debenture and the Security Trustee or such Receiver shall be
         entitled to exercise all the powers, authorities and discretions of a
         receiver, receiver and manager or administrative receiver appointed
         under such prior Security Interest.

21.      SET-OFF

         Without prejudice to any rights the Security Trustee may have at law,
         in equity or otherwise, following an Enforcement Event, the Security
         Trustee or the Banks may, without notice to the Company, combine or
         consolidate all or any sums standing to the credit of the Company's
         accounts with the Security Trustee or the Banks with the




                                      -32-
<PAGE>
         Secured Liabilities and/or set-off or transfer any such sums in or
         towards the satisfaction of any of the Secured Liabilities and may do
         so notwithstanding that the balances on such accounts and such Secured
         Liabilities may not be expressed in the same currency or any specified
         maturity of such deposits and for the purpose of exercising any rights
         under this Clause or applicable law the Security Trustee or the Banks
         is authorised to effect any necessary conversions at the Security
         Trustee or the Banks' own rate of exchange then prevailing. Neither the
         Security Trustee nor the Banks shall be obliged to exercise any right
         given to it by this Clause.

22.      CURRENCY INDEMNITY

         If any sum due from the Company under this Debenture or any order or
         judgment given or made in relation to this Debenture has to be
         converted from the currency (the "FIRST CURRENCY") in which the same is
         payable into another currency (the "SECOND CURRENCY") for the purpose
         of (a) making or filing a claim or proof against the Company, (b)
         obtaining an order or judgment in any court or other tribunal, (c)
         enforcing any order or judgment given or made, or (d) applying the same
         in satisfaction of any of the Secured Liabilities, the Company shall,
         as a separate and independent obligation, indemnify and hold harmless
         the Security Trustee or the Banks from and against any loss suffered as
         a result of any discrepancy between (i) the rate of exchange used for
         such purpose to convert the sum in question from the first currency
         into the second currency and (ii) the rate or rates of exchange at
         which the Security Trustee or the Banks may in the ordinary course of
         business purchase the first currency with the second currency upon
         receipt of a sum paid to it in satisfaction, in whole or in part, of
         any such order, judgment, claim or proof or for application in
         satisfaction of the Secured Liabilities.






                                      -33-
<PAGE>
                                     PART 7

                                  MISCELLANEOUS

23.      COSTS

23.1     COSTS AND EXPENSES

         The Company shall on demand and on a full indemnity basis pay to the
         Security Trustee the amount of all reasonable costs and expenses
         (including reasonable legal and out-of-pocket expenses and any VAT on
         such costs and expenses) which the Security Trustee incurs in
         connection with:

         (a)      the preparation, negotiation, execution and delivery of this
                  Debenture;

         (b)      any stamping or registration of this Debenture;

         (c)      any actual or proposed amendment of or waiver or consent under
                  or in connection with this Debenture;

         (d)      any discharge or release of this Debenture;

         (e)      the preservation or exercise (or attempted preservation or
                  exercise) of any rights, remedies or powers under or in
                  connection with, and the enforcement (or attempted
                  enforcement) of, this Debenture and the perfection or
                  enforcement of any other security for or guarantee in respect
                  of the Secured Liabilities;

         (f)      the taking or holding of the Security or any proceedings in
                  relation to the same or to all or any of the Secured Assets;
                  and

         (g)      any advice obtained in relation to any other matter or
                  question arising out of or in connection with this Debenture,

         together with interest at the Default Rate on the same from the earlier
         of the date of demand and the date of payment by the Security Trustee
         until the date of payment by the Company, whether before or after
         judgment.

23.2     TAXES

         The Company shall pay all stamp, registration and other taxes to which
         this Debenture or any judgment or order given in connection with this
         Debenture may at any time be subject and shall on demand indemnify the
         Security Trustee against any liabilities, costs, claims and expenses
         resulting from any failure to pay or delay in paying the same.




                                      -34-
<PAGE>
24.      INDEMNITY

24.1     GENERAL INDEMNITY

         The Company shall on demand and on a full indemnity basis indemnify and
         keep indemnified the Security Trustee and the Banks and every Receiver,
         attorney, manager, agent or other person appointed by the Security
         Trustee or the Banks under this Debenture and their respective
         employees in respect of all liabilities and reasonable expenses
         incurred or suffered by any of them in or directly or indirectly as a
         result of the exercise or purported exercise of any of the powers,
         authorities or discretions vested in them under this Debenture and
         against all actions, proceedings, losses, costs, claims and demands
         suffered or incurred by any of them in respect of any matter or thing
         done or omitted relating to the Secured Assets together with interest
         at the Default Rate on the same from the earlier of the date of demand
         and the date of payment by such person until the date of payment by the
         Company, whether before or after judgment. The Security Trustee and any
         such Receiver may retain and pay all sums in respect of the same out of
         any monies received by it or him pursuant to this Debenture.

24.2     INDEMNITY FOR BREACH

         The Company shall on demand and on a full indemnity basis indemnify and
         keep indemnified the Security Trustee and the Banks in respect of all
         actions, proceedings, demands, reasonable costs and reasonable expenses
         occasioned by any breach of any of its covenants or other obligations
         under this Debenture together with interest at the Default Rate on the
         same from the earlier of the date of demand and the date of payment by
         the Security Trustee or the Banks until the date of payment by the
         Company, whether before or after judgment.

25.      TRANSFERS

25.1     SECURITY TRUSTEE

         This Debenture is freely assignable or transferable by the Security
         Trustee.

25.2     COMPANY

         The Company may not assign or transfer any of its obligations under
         this Debenture or enter into any transaction which would result in any
         of those obligations passing to another person.

25.3     DISCLOSURE

         The Security Trustee may, with the consent of the Company (such consent
         not be unreasonably withheld or delayed), disclose to any person
         related to it and/or any person to whom it is proposing to transfer or
         assign or has transferred or assigned this Debenture any information
         about the Company and any person connected or associated with it.




                                      -35-
<PAGE>
26.      PROPERTY OF SECURITY TRUSTEE

         This Debenture is and will remain the property of the Security Trustee.

27.      SECURITY TRUSTEE'S CERTIFICATE OR DETERMINATION

         A certificate or determination of the Security Trustee as to any matter
         provided for in this Debenture shall, in the absence of manifest error,
         be conclusive and binding on the Company.

28.      NOTICES

28.1     COMMUNICATIONS IN WRITING

         Any communication to be made under or in connection with this Debenture
         shall be made in writing and, unless otherwise stated, may be made by
         fax or letter.

28.2     ADDRESSES

         The address and fax number (and the department or officer, if any, for
         whose attention the communication is to be made) of each Party for any
         communication or document to be made or delivered under or in
         connection with this Debenture is that identified with its name below
         or any substitute address, fax number or department or officer as the
         relevant Party may notify to the other Party by not less than 15
         Business Days' notice.

28.3     DELIVERY

         Any communication or document made or delivered by one Party to another
         under or in connection with this Debenture will only be effective:

         (a)      if by way of fax, when received in legible form; or

         (b)      if by way of letter, when it has been left at the relevant
                  address or 10 Business Days after being deposited in the post
                  postage prepaid in an envelope addressed to it at that address

         and, if a particular department or officer is specified as part of its
         address details provided under Clause 28.2, if addressed to that
         department or officer.

28.4     ENGLISH LANGUAGE

         (a)      Any notice given under or in connection with this Debenture
                  must be in English.

         (b)      All other documents provided under or in connection with this
                  Debenture must be:

                  (i)      in English; or




                                      -36-
<PAGE>
                  (ii)     if not in English, and if so required by the Security
                           Trustee, accompanied by a certified English
                           translation and, in this case, the English
                           translation will prevail unless the document is a
                           constitutional, statutory or other official document.

29.      PARTIAL INVALIDITY

         If, at any time, any provision of this Debenture is or becomes illegal,
         invalid or unenforceable in any respect under any law of any
         jurisdiction, neither the legality, validity or enforceability of the
         remaining provisions nor the legality, validity or enforceability of
         such provision under the law of any other jurisdiction will in any way
         be affected or impaired.

30.      REMEDIES AND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of the
         Security Trustee, any right or remedy under this Debenture shall
         operate as a waiver, nor shall any single or partial exercise of any
         right or remedy prevent any further or other exercise or the exercise
         of any other right or remedy. The rights and remedies provided in this
         Debenture are cumulative and not exclusive of any rights or remedies
         provided by law.

31.      AMENDMENTS AND WAIVERS

         Any term of this Debenture may be amended or waived only with the
         written consent of the Security Trustee and the Company and any such
         amendment or waiver will be binding on all Parties.

32.      COUNTERPARTS

         This Debenture may be executed in any number of counterparts and this
         has the same effect as if the signatures on the counterparts were on a
         single copy of this Debenture.

33.      THIRD PARTY RIGHTS

         Except as set forth in Clause 34(b), a person who is not a Party has no
         rights under the Contracts (Rights of Third Parties) Act 1999 to
         enforce or to enjoy the benefit of any term of this Debenture save that
         any right pursuant to this Debenture expressed to be for the benefit of
         the Banks, individually, in addition to the Security Trustee may be
         exercised by such Banks notwithstanding that they are not signatories
         to this Debenture.



                                      -37-
<PAGE>
34.      SECURITY TRUSTEE NOT COLLATERAL AGENT

         (a)      NOT COLLATERAL AGENT

         This Debenture has been granted in favour of the Security Trustee, in
         its capacity as Security Trustee for the Banks under the Credit
         Agreement, and not in its capacity as collateral agent for the Banks
         and other creditors under the Intercreditor Agreement.

         (b)      SECURITY TRUSTEE

         The Security Trustee shall hold the benefit of all covenants, charges
         and other undertakings given by the Company pursuant to this Debenture
         upon trust for itself and each of the Banks.



                                      -38-
<PAGE>
                                     PART 8

                          GOVERNING LAW AND ENFORCEMENT

35.      GOVERNING LAW

         This Debenture is governed by English law.

36.      ENFORCEMENT

36.1     JURISDICTION OF ENGLISH COURTS

         (a)      The courts of England have exclusive jurisdiction to settle
                  any dispute arising out of or in connection with this
                  Debenture (including a dispute regarding the existence,
                  validity or termination of this Debenture) (a "DISPUTE").

         (b)      The Parties agree that the courts of England are the most
                  appropriate and convenient courts to settle Disputes and
                  accordingly no Party will argue to the contrary.

         (c)      This Clause 36.1 is for the benefit of the Security Trustee
                  and the Banks only. As a result, neither the Security Trustee
                  nor the Banks shall be prevented from taking proceedings
                  relating to a Dispute in any other courts with jurisdiction.
                  To the extent allowed by law, the Security Trustee or the
                  Banks may take concurrent proceedings in any number of
                  jurisdictions.



THIS DEBENTURE has been executed as a deed on the date stated at the beginning
of this Debenture and is delivered on the date stated at the beginning of this
Debenture.


                                      -39-
<PAGE>


Signed as a deed by CAC UK FUNDING                 /s/ Mark Thoms
LTD. acting by ______________ and                  --------------
________________________                           Director

                                                   /s/ Douglas W. Busk
                                                   -------------------
                                                   Director

Address:                     Burfree House
                             Teville Road
                             Worthing
                             West Sussex
                             BN11 1AZ
                             United Kingdom

Fax:                         +44 1903 605 450

Attention:                   Mark Thoms

With a copy to:              Credit Acceptance Corporation
                             25505 West Twelve Mile Road
                             Southfield
                             MI 48034
                             USA

Fax:                         001 248 827 8542

Attention:                   Douglas W. Busk



                                      -40-
<PAGE>


THE BANKS

Signed for and on behalf of COMERICA
BANK as Security Trustee                )
By:  /s/ Caryn Dorfman                  )
     -----------------
      Vice President                    )

Name:                        Comerica Bank

Address:                     One Detroit Center, MC3245,

                             500 Woodward Avenue,

                             Detroit, Michigan 48226,

                             USA

Fax:                         313 222 3503

Attention:                    Caryn Dorfman








                                      -41-