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                                                                    EXHIBIT 4(n)


                                 DEED OF CHARGE,


                            Dated 7th September, 2001


                                     between


                         CREDIT ACCEPTANCE CORPORATION,

                                 as the Chargor,


                                       and


                                 COMERICA BANK,

                             as the Collateral Agent










                                 A & L Goodbody,
                                   Solicitors,
                    International Financial Services Centre,
                                North Wall Quay,
                                    Dublin 1.

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THIS DEED OF CHARGE is made on 7th September, 2001
BETWEEN:

(1)      CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (the "Chargor");
         and

(2)      COMERICA BANK, a bank organised and existing under the laws of
         Michigan, as agent for the benefit of the Lenders, the Noteholders and
         the Future Debt Holders (in such capacity, the "Collateral Agent").

WHEREAS:

(A)      The Chargor, Comerica Bank and the other financial institutions
         signatory thereto, each as "Banks" thereunder (and, in the case of
         Comerica Bank, in its separate additional capacity as "Issuing Bank"
         thereunder) (together with any Successor Lenders party thereto from
         time to time, collectively the "Lenders"), entered into that certain
         Amended and Restated Credit Agreement dated as of June 11, 2001 (said
         credit agreement, as amended, restated or otherwise modified from time
         to time, the "Existing Credit Agreement" and together with any
         Successor Credit Agreement, the "Credit Agreement").

(B)      The Chargor entered into the separate note purchase agreements with the
         1994 Noteholders dated as of October 1, 1994 (collectively, as amended
         restated or otherwise modified from time to time, the "1994 Note
         Agreements"), pursuant to which the Second Amended and Restated Senior
         Notes due November 1, 2001 (collectively, as amended, restated or
         otherwise modified from time to time, the "1994 Senior Notes") are
         outstanding.

(C)      The Chargor entered into the separate note purchase agreements with the
         1996 Noteholders dated as of August 1, 1996 (collectively, as amended,
         restated or otherwise modified from time to time, the "1996 Note
         Agreements"), pursuant to which the Second Amended and Restated Senior
         Notes due July 1, 2001 (collectively, as amended, restated or otherwise
         modified from time to time, the "1996 Senior Notes") are outstanding.

(D)      The Chargor entered into the separate note purchase agreements with the
         1997 Noteholders dated as of March 25, 1997 (collectively, as amended,
         restated or otherwise modified from time to time, the "1997 Note
         Agreements") pursuant to which the Second Amended and Restated Senior
         Notes due October 1, 2001 (collectively, as amended, restated or
         otherwise modified from time to time, the "1997 Senior Notes") are
         outstanding.



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(E)      Pursuant to section 7.20 of the Existing Credit Agreement and section
         6.23 of the 1994 Note Agreements, the 1996 Note Agreements and the 1997
         Note Agreements, the Lenders and the Noteholders, respectively have
         required that the Chargor grant (or cause to be granted) certain liens
         and security interests to the Collateral Agent, as contractual
         representative for the benefit of the Lenders, the Noteholders, and the
         Future Debt Holders, all to secure the obligations of the Chargor under
         the Credit Documents, the obligations of the Chargor under the
         Noteholder Documents and the obligations of the Chargor under the
         Future Debt Documents.

(F)      The Lenders and the Noteholders have consented to the transactions
         contemplated hereby and by the Security Documents, and the Lenders and
         the Noteholders have agreed that the Chargor's obligations under the
         Credit Agreement, the Note Agreements and the Future Debt Documents
         shall be equally and ratably secured pursuant to this Deed and the
         other Security Documents.

(G)      The Chargor has directly and indirectly benefited and will directly and
         indirectly benefit from the transactions evidenced by and contemplated
         in the Credit Agreement, the Note Agreements and the Future Debt
         Documents and has consented to the execution and delivery of that
         certain Intercreditor Agreement among the Collateral Agent, the Lenders
         (including Comerica Bank), the Noteholders and the Future Debt Holders,
         dated as of 15 December 1998 as amended by First Amendment dated as of
         March 30, 2001 (as further amended from time to time according to the
         terms thereof, the "Intercreditor Agreement").

(H)      The Lenders, the Noteholders and the Collateral Agent have entered into
         the Intercreditor Agreement to define the rights, duties, authority and
         responsibilities of the Collateral Agent, acting on behalf of such
         parties regarding the Charged Property (as defined below), and the
         relationship among the parties regarding their equal and ratable
         interests in the Charged Property.

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED as follows:

1.       DEFINED TERMS; INTERPRETATION

         (1)      In this Deed, unless the context otherwise requires, the
                  following expressions shall have the following meanings:

                  "Charged Property" means all the assets, property and rights
                  charged to the Collateral Agent by the Chargor pursuant to
                  Section 3 of this Deed;

                  "Chargor" is defined in the preamble;


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                  "Collateral Agent" is defined in the preamble;

                  "Deed" means this Deed of Charge, as amended, modified or
                  supplemented from time to time;

                  "Initial Shares" is defined in Section 3(1);

                  "Issuer" means Credit Acceptance Corporation Ireland Limited,
                  a company organised and existing under the laws of Ireland;

                  "Lien" means any mortgage, charge, pledge, hypothecation,
                  assignment by way of security, deposit agreement, encumbrance,
                  lien (statutory or otherwise), title retention, finance lease,
                  factoring or discounting of debts or other security interest
                  on or over present or future assets of the Person concerned
                  securing any obligation of any Person or any other type of
                  preferential or trust arrangement having a similar effect,
                  including any such security interest which arises or is
                  imposed by operation of law;

                  "Non-Charged Shares" means all those shares of the Issuer
                  owned or at any time and from time to time acquired by the
                  Chargor which are not Shares charged pursuant hereto;

                  "Percentage Limitation" means the lesser of (i) all of the
                  shares of the Issuer owned or at any time and from time to
                  time acquired by the Chargor or any of its Subsidiaries and
                  (ii) sixty-five percent (65%) of the aggregate share capital
                  of the Issuer at any time or from time to time issued and
                  outstanding (determined in accordance with Section 956 of the
                  Internal Revenue Code of the United States of America, as
                  amended from time to time);

                  "Receiver" means any one or more receivers and managers,
                  administrators, liquidators or other insolvency officers
                  appointed in any jurisdiction or (if the Collateral Agent so
                  specifies in the relevant appointment) any such officers
                  appointed by the Collateral Agent pursuant to this Deed in
                  respect of the Chargor or over all or any of the Charged
                  Property;

                  "Rights" is defined in Section 14(2);

                  "Shares" is defined in Section 3(2); and

                  "Transfer Form" means a stock transfer form or other
                  appropriate instrument of

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                  transfer executed by the Chargor as transferor and left
                  undated and with details of the transferee left blank but with
                  details of the transferor and the number and class of shares
                  or securities completed.

(2)      In this Deed:

         (a)      the parties hereto intend that this document shall take effect
                  as a deed;

         (b)      references to the "Chargor", the "Collateral Agent", the
                  "Issuer" and any other person referred to in this Deed shall
                  be construed so as to include their respective successors and
                  permitted transferees and assigns in accordance with their
                  respective interests;

         (c)      capitalised terms used but not defined in this Deed (including
                  the preamble hereto) have the same meanings as in the
                  Intercreditor Agreement;

         (d)      this Deed is a Financing Agreement and shall be interpreted
                  and construed in accordance with the terms and provisions of
                  the Intercreditor Agreement;

         (e)      reference to any document includes that document as amended,
                  novated or supplemented from time to time; and

         (f)      words and phrases the definition of which is contained or
                  referred to in section 2 of the Companies Acts, 1963-1999 (and
                  which are not otherwise defined in this Deed) shall be
                  construed as having the meaning thereby attributed to them.

2.       COVENANT TO PAY

         The Chargor covenants with the Collateral Agent that it will pay the
         Benefited Obligations as and when the same fall due for payment.

3.       CHARGING SECTION

         As a continuing security for the payment and discharge of all Benefited
         Obligations, the Chargor hereby charges and assigns, as legal and
         beneficial owner, in favour of the Collateral Agent (to the intent that
         the security hereby created shall be a continuing security in favour of
         the Collateral Agent in its capacity as such) the following property
         and rights, both present and future, from time to time owned by the
         Chargor or in which the Chargor is from time to time interested:

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         (1)      by way of first fixed charge, all the shares described in
                  Schedule I hereto (the "Initial Shares"), all of the
                  certificates and/or instruments representing such shares and
                  all cash, distributions, dividends, rights, allotments,
                  accretions, benefits and other property at any time and from
                  time to time received, receivable or otherwise distributed in
                  respect of or in exchange for any or all of such shares
                  (whether by way of conversion, redemption, bonus, preference,
                  option or otherwise);

         (2)      by way of first fixed charge, all additional shares of the
                  Issuer at any time and from time to time acquired by the
                  Chargor (collectively with the Initial Shares, the "Shares")
                  in any manner (provided that the aggregate percentage of the
                  share capital of the Issuer encumbered by any and all charges
                  granted in favour of the Collateral Agent by the Chargor or
                  any of its Subsidiaries pursuant hereto shall not at any time
                  exceed the Percentage Limitation), all of the certificates
                  and/or instruments representing such additional shares, and
                  all cash, distributions, dividends, rights, allotments,
                  accretions, benefits and other property at any time and from
                  time to time received, receivable or otherwise distributed in
                  respect of or in exchange for any or all of such shares
                  (whether by way of conversion, redemption, bonus, preference,
                  option or otherwise);

         (3)      by way of first fixed charge, all other property hereafter
                  delivered to the Collateral Agent in substitution for or in
                  addition to any of the foregoing, all certificates and
                  instruments representing or evidencing such property, and all
                  cash, distributions, dividends, rights, allotments,
                  accretions, benefits and other property at any time and from
                  time to time received, receivable or otherwise distributed in
                  respect of or in exchange for any or all thereof (whether by
                  way of conversion, redemption, bonus, preference, option or
                  otherwise); and

         (4)      by way of first fixed charge, all products and proceeds of all
                  of the foregoing.

         The Collateral Agent shall hold the benefit of the covenants, charges
         and other undertakings given by the Chargor pursuant to this Deed upon
         trust for the Lenders, the Noteholders and the Future Debt Holders and
         the Collateral Agent, provided that the sole obligations of the
         Collateral Agent and of any Agent-Related Persons to the Lenders, the
         Noteholders and the Future Debt Holders shall be those set out in the
         Intercreditor Agreement (including, without limitation, section 8
         thereof) and neither the Collateral Agent nor any Agent-Related Persons
         shall be deemed to be a fiduciary hereunder.

4.       DELIVERY

         The Chargor agrees to deliver to the Collateral Agent, forthwith upon
         execution of this


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         Deed (in connection with the Initial Shares) and from time to time (in
         connection with any other Shares), all share certificates and documents
         of title relating to the Shares together with Transfer Form(s) relating
         to all such Shares and covenants with the Collateral Agent to deliver
         to it all other share certificates, documents of title and Transfer
         Forms relating to the Charged Property which may at any time come into
         the possession or control of the Chargor; and prior to the delivery
         thereof to the Collateral Agent, the Chargor will hold all such
         certificates, documents of title and Transfer Forms on trust for the
         Collateral Agent.

5.       REPRESENTATIONS AND WARRANTIES

         The Chargor represents and warrants to the Collateral Agent on the date
         of this Deed and shall be deemed to have represented and warranted on
         each date when any Benefited Obligations is outstanding, in each case
         in the terms set out below:

         (1)      the Chargor is (or at the time of any future delivery, charge,
                  assignment or transfer will be) the legal and beneficial owner
                  of the Charged Property, free and clear of all Liens, other
                  than the security created hereunder;

         (2)      the charges and assignments constituted by this Deed create a
                  valid first ranking charge over and, as the case may be,
                  assignment of the Charged Property in favour of the Collateral
                  Agent;

         (3)      all the Shares are (and all Shares which in the future become
                  subject to charge hereunder will be) duly authorised, validly
                  issued, fully paid, non-assessable and not subject to any Lien
                  or restriction on transfer imposed under the constitutional
                  documents of the Issuer or otherwise;

         (4)      the information contained in Schedule I hereto in connection
                  with the Initial Shares is true and accurate in all respects;
                  and

         (5)      the Chargor is not unable to pay its debts as they fall due
                  and is not otherwise insolvent.

6.       NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

         During the continuance of the security constituted by this Deed, and
         without prejudice to the provisions of the Intercreditor Agreement and
         the other Financing Agreements, the Chargor will not (without the prior
         consent in writing of the Collateral Agent):

         (1)      create or agree or attempt to create or permit to subsist (in
                  favour of any person

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                  other than the Collateral Agent) any Lien over the whole or
                  any part of the Charged Property or of the Non-Charged Shares
                  or agree (whether on a contingent basis or otherwise) to do
                  so; or

         (2)      (whether by a single transaction or a number of related or
                  unrelated transactions and whether at the same time or over a
                  period of time) sell, transfer, lease out, lend or otherwise
                  dispose of or cease to exercise direct control over all or any
                  part of the Charged Property or of the Non-Charged Shares or
                  any interest therein or the right to receive or to be paid the
                  proceeds arising on the disposal of the same, or agree or
                  attempt to do so; or

         (3)      dispose of the equity of redemption in respect of all or any
                  part of the Charged Property or of the Non-Charged Shares; or

         (4)      except with the written consent of the Collateral Agent,
                  permit the Issuer to issue to any of the Chargor's other
                  Subsidiaries any shares in addition to or in substitution for
                  the Shares or the Non-Charged Shares unless, concurrently with
                  each issuance thereof, any and all such shares are charged in
                  favour of the Collateral Agent pursuant to a deed of charge
                  substantially in the form of this Deed; provided that the
                  aggregate percentage of the share capital of the Issuer
                  required to be encumbered by any and all charges granted in
                  favour of the Collateral Agent by the Chargor or any of its
                  Subsidiaries pursuant hereto shall not exceed the Percentage
                  Limitation.

7.       OTHER UNDERTAKINGS

         (1)      The Chargor will furnish the Collateral Agent with such
                  information concerning the Charged Property and the
                  Non-Charged Shares as the Collateral Agent may from time to
                  time reasonably request, and will permit the Collateral Agent
                  from time to time during business hours and on reasonable
                  notice (or at any time without notice during the existence of
                  an Event of Default), to inspect, audit and make copies of and
                  extracts from all records and all other papers in the
                  possession of the Chargor which pertain to the Charged
                  Property and/or the Non-Charged Shares.

         (2)      The Chargor will not do or cause or permit to be done anything
                  (including, without limitation, by way of any exercise of its
                  rights under Section 8) which may in any way depreciate,
                  jeopardise or otherwise prejudice the value to the Collateral
                  Agent of the Charged Property or the security constituted by
                  this Deed; provided that, so long as no Event of Default (both
                  before and after giving effect thereto) has occurred and is
                  continuing, the Chargor may receive, retain and

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                  dispose of any and all lawful dividends and cash distributions
                  payable in respect of the Charged Property; and further
                  provided that this undertaking will only relate to matters
                  affecting the Charged Property and no breach of this
                  undertaking shall arise as a result of any general
                  deterioration in the financial condition of the Issuer arising
                  as a consequence of any action or omission of the Chargor or
                  the Issuer in relation to the business or assets of the
                  Issuer.

(3)      The Chargor hereby declares and agrees that:

         (a)      this Deed shall be held by the Collateral Agent as a
                  continuing security and shall not be satisfied by any
                  intermediate payment or satisfaction of any part of the
                  Benefited Obligations and shall remain in full force and
                  effect until all Benefited Obligations have been
                  unconditionally and irrevocably paid and discharged in full to
                  the satisfaction of the Collateral Agent;

         (b)      the Collateral Agent shall not be bound to enforce any
                  guarantee or security or proceed to take any other steps
                  against any other Person before enforcing this Deed; and

         (c)      this Deed shall be in addition to, and not in substitution
                  for, any other rights which the Collateral Agent or any
                  Lender, Noteholder or Future Debt Holder may now or hereafter
                  have under or by virtue of any guarantee or security or
                  agreement or any Lien or by operation of law or under any
                  collateral or other security now or hereafter held by the
                  Collateral Agent or any Lender, Noteholder or Future Debt
                  Holder or to which the Collateral Agent or any Lender,
                  Noteholder or Future Debt Holder may be entitled.

         (d)      Any settlement or discharge under this Deed between the
                  Collateral Agent and the Chargor shall be conditional upon no
                  security or payment to the Collateral Agent or any Lender,
                  Noteholder or Future Debt Holder by the Chargor or any other
                  Person being avoided or set-aside or ordered to be refunded or
                  reduced by virtue of any provision or enactment relating to
                  bankruptcy, insolvency, administration or liquidation for the
                  time being in force, and if such condition is not satisfied
                  (but without limiting the other rights of the Collateral Agent
                  or any Lender, Noteholder or Future Debt Holder hereunder or
                  under applicable law) such settlement or discharge shall be of
                  no effect and the security created by this Deed shall remain
                  and/or shall be reinstated in full force and effect as if such
                  settlement or discharge had not occurred and the Collateral
                  Agent shall, on behalf of the

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                             Lenders, the Noteholders and the Future Debt
                             Holders, be entitled to recover from the Chargor on
                             demand the value of the security or payment so
                             avoided, set-aside, refunded or reduced.

8.       VOTING RIGHTS AND DIVIDENDS

         (1)      So long as no Event of Default (both before and after giving
                  effect thereto) has occurred and is continuing, the Chargor
                  shall, subject to clause (2) of Section 7, be entitled to
                  exercise any and all voting or consensual rights and powers
                  attaching to the Charged Property.

         (2)      So long as no Event of Default (both before and after giving
                  effect thereto) has occurred and is continuing, the Chargor
                  shall, subject to clause (2) of Section 7, be entitled to
                  receive and retain any and all lawful dividends and cash
                  distributions payable in respect of the Charged Property.

         (3)      Upon the occurrence of an Event of Default, and for so long as
                  the same shall be continuing, all rights, powers and
                  entitlements which the Chargor is entitled to exercise
                  pursuant to clause (1) or (2) of this Section 8 will
                  immediately be suspended until such Event of Default shall no
                  longer exist, and all such rights, powers and entitlements
                  will thereupon become vested in the Collateral Agent so that
                  the Collateral Agent has the sole and exclusive authority to
                  exercise such rights and powers and to receive such dividends
                  and distributions. All money and other property paid over to
                  or received by the Collateral Agent pursuant to this Section 8
                  will be retained by it as additional Charged Property and
                  applied in accordance with the provisions of this Deed and the
                  Intercreditor Agreement.

9.       COMPLETION OF TRANSFER FORMS

         (1)      At any time on or following the occurrence of an Event of
                  Default so long as such Event of Default is continuing, the
                  Collateral Agent may complete the Transfer Forms delivered to
                  it hereunder in favour of itself as transferee or in favour of
                  such other nominee as it may select.

         (2)      At any time when any Charged Property is registered in or
                  transferred into the name of the Collateral Agent or its
                  nominee, neither the Collateral Agent nor such nominee will be
                  under any duty to ensure that any dividends or distributions
                  relating to the Charged Property are duly paid or received or
                  to exercise, defend or take any action with respect to any
                  voting, consensual or other rights or powers attaching to the
                  Charged Property including rights which are by way of bonus,
                  preference, option, warrant or otherwise.

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10.      FURTHER ASSURANCES; POWER OF ATTORNEY

         (1)      The Chargor hereby undertakes with the Collateral Agent to
                  take such further acts, enter into such other instruments or
                  documents and otherwise perform such action as may be
                  necessary or as the Collateral Agent may otherwise reasonably
                  request to more fully give effect to the security granted
                  hereunder and any other provision of this Deed.

         (2)      The Chargor hereby irrevocably and by way of security appoints
                  the Collateral Agent and each Receiver appointed hereunder and
                  each of their delegates severally as its attorney (with full
                  power of substitution and delegation) in its name and on its
                  behalf and as its act and deed to, after the occurrrence and
                  during the continuance of any Event of Default, execute, seal
                  and deliver and otherwise perfect and complete and do any
                  deed, agreement, instrument, Transfer Form or other act or
                  thing which the Chargor ought to execute and do under the
                  terms of this Deed or which may otherwise be required or
                  deemed proper by the Collateral Agent for the purposes of this
                  Deed and to do all acts and things which the Collateral Agent
                  may in its absolute discretion, consider to be necessary or
                  expedient for enabling or assisting the Collateral Agent to
                  exercise any of its powers, rights or discretions hereunder or
                  conferred by law or to do anything that the Chargor is obliged
                  to do under this Deed and the Chargor hereby covenants to
                  ratify and confirm all acts and things done by such attorney.

11.      ENFORCEMENT

         (1)      The restrictions on the consolidation of mortgages imposed by
                  section 17 of the Conveyancing and Law of Property Act, 1881
                  will not apply to this Deed or any security granted pursuant
                  to this Deed.

         (2)      Section 20 of the Conveyancing and Law of Property Act, 1881
                  will not apply to this Deed, which shall immediately become
                  enforceable and the power of sale and other powers conferred
                  by section 19 of such Act (as varied or extended by this Deed)
                  will be immediately exercisable at any time after an Event of
                  Default has occurred.

         (3)      The powers conferred on mortgagees or receivers by the
                  Conveyancing and Law of Property Act, 1881 will apply to this
                  Deed except insofar as they are expressly or impliedly
                  excluded and if there is any ambiguity or conflict between the
                  powers contained in such Acts and those contained in this
                  Deed, those contained in this Deed will prevail.

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         (4)      At any time after the security constituted by this Deed has
                  become enforceable or if so requested by the Chargor, the
                  Collateral Agent may by writing under hand signed by any
                  officer or manager of the Collateral Agent appoint any person
                  (or persons) to be a Receiver of all or any part of the
                  Charged Property.

         (5)      Any powers conferred upon mortgagees or chargees by the
                  Conveyancing and Law of Property Act, 1881 as hereby varied or
                  extended and all or any rights conferred by this Deed on a
                  Receiver (whether expressly or impliedly) may be exercised by
                  the Collateral Agent without further notice to the Chargor at
                  any time after the security constituted by this Deed has
                  become enforceable and the Collateral Agent may exercise such
                  rights and powers irrespective of whether it has taken
                  possession of or has appointed a Receiver in respect of the
                  Charged Property.

         (6)      For the purpose of or pending the discharge of any of the
                  Benefited Obligations, the Collateral Agent may, subject to
                  the terms and conditions of the Intercreditor Agreement,
                  convert any moneys received, recovered or realised in any
                  currency under this Deed (including the proceeds of any
                  previous conversion under this paragraph) from their existing
                  currency of denomination into any other currency at such rate
                  or rates of exchange and at such time as the Collateral Agent
                  thinks fit and shall effect such conversion in such a manner
                  as to minimise the number of currencies to be converted to the
                  extent reasonably practicable.

12.      RECEIVER

         (1)      Any Receiver appointed hereunder will be the agent of the
                  Chargor and the Chargor will be solely responsible for his
                  acts and defaults and for his remuneration and will be liable
                  on any contracts entered into by him.

         (2)      Any Receiver appointed under this Deed will have power, in
                  addition to the powers conferred by the Conveyancing and Law
                  of Property Act, 1881 (which are incorporated into this Deed),
                  and notwithstanding the liquidation of the Chargor, to take
                  possession, collect and get in all or any part of the Charged
                  Property and for that purpose to take any proceedings in the
                  name of the Chargor or otherwise, generally to manage the
                  Charged Property, to make any arrangement or enter into or
                  cancel any contracts relating to the Charged Property, to
                  insure or increase insurance in respect of the Charged
                  Property, to exercise all voting or other rights attaching to
                  the Charged Property in such manner as he may think fit, to
                  redeem any prior liens, to appoint and discharge employees and
                  professionals appointed in relation to the protection of the
                  Charged Property on such terms as he may think

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                  fit, to prosecute, enforce and discontinue all proceedings in
                  the name of the Chargor in relation to the Charged Property,
                  and to do all such other acts and things (including, without
                  limitation, execution of all documents) as may be considered
                  by the Receiver to be conducive to any of the matters or
                  powers set out above and to use the name of the Chargor for
                  such purposes.

         (3)      The Collateral Agent may by written notice from time to time
                  remove any Receiver and appoint a new Receiver in his place
                  and may from time to time fix the remuneration of any such
                  Receiver.

         (4)      Sections 24(6) and (8) of the Conveyancing and Law of Property
                  Act, 1881 will not apply to a Receiver appointed under this
                  Deed.

         (5)      Any money recovered by the Collateral Agent or any Receiver
                  pursuant to this Deed may be kept by them in a separate
                  suspense account for so long and in such manner as they may
                  think fit prior to application in accordance with the terms of
                  this Deed.

         (6)      All monies received by the Collateral Agent or any Receiver
                  appointed hereunder shall be applied by it or him in the
                  following order:

                  (a)      in payment of the costs, charges and expenses
                           incurred, and payments made, by the Collateral Agent
                           and/or any Receiver in connection with this Deed
                           (including the payment of any preferential debts);

                  (b)      in payment of remuneration to the Receiver at such
                           rates as may be agreed between him and the Collateral
                           Agent at or any time after his appointment;

                  (c)      in or towards satisfaction of the Benefited
                           Obligations (in such order (subject to the terms of
                           the Intercreditor Agreement) as the Collateral Agent
                           shall require); and

                  (d)      the surplus (if any) shall be paid to the Chargor or
                           other person entitled to it.

13.      PROTECTION OF THIRD PARTIES

         No purchaser from, or other person dealing with, the Collateral Agent
         and/or any Receiver will be obliged or concerned to enquire whether the
         right of the Collateral Agent or any Receiver to exercise any of the
         powers conferred by this Deed has arisen or become exercisable or
         whether any of the Benefited Obligations remains outstanding and

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         the receipt of the Collateral Agent or any Receiver shall be an
         absolute and complete discharge to any such purchaser and will relieve
         such purchaser of any obligation to see to the application of any
         monies paid to or by the direction of the Collateral Agent or any
         Receiver.

14.      THE COLLATERAL AGENT'S REMEDIES

         (1)      The rights, powers and remedies provided in this Deed are
                  cumulative and are not, nor are they to be construed as,
                  exclusive of any rights, powers or remedies provided by law or
                  otherwise.

         (2)      No failure on the part of the Collateral Agent or any
                  Agent-Related Persons to exercise, or delay on its part in
                  exercising, any of its rights, powers and remedies provided by
                  this Deed or by law (collectively the "Rights") shall operate
                  as a waiver thereof, nor shall any single or partial exercise
                  of any of the Rights preclude any further or other exercise of
                  that one of the Rights concerned or the exercise of any other
                  of the Rights.

         (3)      The Chargor hereby agrees to indemnify the Collateral Agent
                  and any Agent-Related Persons against all losses, actions,
                  claims, costs, charges, expenses and liabilities incurred by
                  the Collateral Agent and any Agent-Related Persons (including
                  any substitute delegate attorney) in relation to this Deed or
                  the Benefited Obligations (including, without limitation, the
                  costs, charges and expenses incurred in the carrying into
                  effect of this Deed or in the exercise of any of the rights,
                  remedies and powers conferred on the Collateral Agent hereby
                  or in the perfection or enforcement of the security
                  constituted hereby or pursuant hereto) or occasioned by any
                  breach by the Chargor of any of its covenants or obligations
                  to the Collateral Agent and any Agent-Related Persons under
                  this Deed. The Chargor shall so indemnify the Collateral Agent
                  on demand.


15.      THE COLLATERAL AGENT'S DISCRETION

         (1)      Subject to the terms and conditions of the Intercreditor
                  Agreement, any liberty or power which may be exercised or any
                  determination which may be made hereunder by the Collateral
                  Agent may be exercised or made in the reasonable discretion of
                  the Collateral Agent.

         (2)      A certificate by an officer of the Collateral Agent (i) as to
                  the amount for the time being due to the Collateral Agent or
                  any Lender, Noteholder or Future Debt Holder under any
                  Financing Agreement and (ii) as to any sums payable to the

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<PAGE>

                  Collateral Agent or any Lender, Noteholder or Future Debt
                  Holder hereunder, shall (save in the case of manifest error)
                  be conclusive and binding upon the Chargor for all purposes.

16.      AMENDMENTS

         No amendment or waiver of any provision of this Deed and no consent to
         any departure by the Chargor therefrom shall in any event be effective
         unless the same shall be in writing and signed or approved in writing
         by the Collateral Agent in accordance with the provisions of the
         Intercreditor Agreement and then such waiver or consent shall be
         effective only in the specific instance and for the specific purpose
         for which given. In the event of any conflict between this Deed and the
         Intercreditor Agreement or any of the other Financing Agreements, the
         provisions of the Intercreditor Agreement or the relevant Financing
         Agreement shall prevail.

17.      NOTICES

         All notices and other communications provided to any party hereto in
         connection with this Deed shall be in writing and the provisions of
         section 11(a) of the Intercreditor Agreement are hereby incorporated
         into this Deed with all necessary consequential changes, save that the
         reference therein to "four business days after deposit in the United
         States mail" shall be deleted and replaced by "seven business days
         after deposit in the United States mail".

18.      RIGHTS AND REMEDIES CUMULATIVE; WAIVERS

         (1)      The rights and remedies of the Collateral Agent provided in
                  this Deed are cumulative and not exclusive of any rights or
                  remedies provided by law.

         (2)      A waiver given or consent granted by the Collateral Agent
                  under this Deed will be effective only if given in writing and
                  then only in the instance and for the purpose for which it is
                  given.

19.      INVALIDITY OF ANY PROVISION

         If any provision of this Deed is or becomes invalid, illegal or
         unenforceable in any respect under any law, the validity, legality and
         enforceability of the remaining provisions will not be affected or
         impaired in any way.


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<PAGE>

20.      ASSIGNMENT

         The Collateral Agent may at any time assign or otherwise transfer all
         or any part of its rights under this Deed in accordance with and
         subject to the terms of the Intercreditor Agreement. The Chargor may
         not at any time assign or otherwise transfer any of its rights or
         obligations under this Deed.

21.      NOTICE OF SUBSEQUENT CHARGE

         If the Collateral Agent receives notice of any subsequent Lien
         affecting any part of the Charged Property, it may open a new account
         for the Chargor in its books and if it does not do so then it will, as
         from the time of receipt of such notice, automatically be treated as if
         all payments made to it by the Chargor have been credited to a new
         account of the Chargor and not as having been applied in reduction of
         the Benefited Obligations.

22.      INTENTIONALLY BLANK

23.      NO WAIVER

         The obligations of the Chargor contained in this Deed will not be
         affected by any act, omission or circumstance which (save for this
         provision) may operate so as to release or otherwise exonerate the
         Chargor from its obligations hereunder or otherwise affect any such
         obligation, including:

         (1)      any time, indulgence or waiver granted to or composition made
                  with any obligor in respect of the Benefited Obligations or
                  any other person;

         (2)      the taking, variation, compromise, renewal or release of or
                  failure to enforce any rights, remedies or securities against
                  or granted by any obligor in respect of the Benefited
                  Obligations or any other person;

         (3)      any legal limitation, disability, incapacity or other
                  circumstance relating to any obligor in respect of the
                  Benefited Obligations or any other person or any variation of
                  the terms of this Deed or any other document (including the
                  other Financing Agreements); or

         (4)      any other act, omission or circumstance which might otherwise
                  adversely affect any of the obligations of the Chargor
                  hereunder.

         No failure or delay by the Collateral Agent or any Agent-Related
         Persons in exercising any right, power or privilege under this Deed
         shall operate as a waiver thereof nor shall any single or partial
         exercise of any right, power or privilege preclude any other or further

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<PAGE>

         exercise thereof or the exercise of any other right, power or
         privilege.

24.      COUNTERPARTS

         This Deed may be executed in any number of counterparts and all of such
         counterparts taken together shall constitute one and the same
         instrument.

25.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

         (1)      LAW: This Deed and all matters and disputes relating hereto
                  shall be governed and construed in accordance with Irish law.

         (2)      JURISDICTION: The Chargor irrevocably agrees for the benefit
                  of the Collateral Agent that the courts of Ireland shall have
                  exclusive jurisdiction to hear and determine any suit, action
                  or proceeding, and to settle any disputes, which may arise out
                  of or in connection with this Deed and, for such purposes,
                  irrevocably submits to the exclusive jurisdiction of such
                  courts. The submission to the courts of Ireland referred to in
                  the preceding sentence of this clause (2) shall not limit the
                  right of the Chargor to take proceedings in connection with
                  any agreement relating to the Benefited Obligations to which
                  it is a party and which is not governed by Irish law in any
                  other court of competent jurisdiction.

         (3)      FORUM: The Chargor irrevocably waives any objection which it
                  might now or hereafter have to the courts referred to in
                  clause (2) being nominated as the forum to hear and determine
                  any suit, action or proceeding, and to settle any disputes,
                  which may arise out of or in connection with this Deed and
                  agrees not to claim that any such court is not a convenient or
                  appropriate forum.

         (4)      NON-EXCLUSIVE: The submission to the jurisdiction of the
                  courts referred to in clause (2) shall not (and shall not be
                  construed so as to) limit the right of the Collateral Agent to
                  take proceedings against the Chargor in any other court of
                  competent jurisdiction nor shall the taking of proceedings in
                  any one or more jurisdictions preclude the taking of
                  proceedings in any other jurisdiction, whether concurrently or
                  not.

         (5)      PROCESS AGENT: The Chargor agrees that the process by which
                  any suit, action or proceeding is begun may be served on it by
                  being delivered in connection with any suit, action or
                  proceeding in Ireland, to it at c/o Credit Acceptance
                  Corporation Ireland Limited, 17 Dame Street, Dublin 2 or, if
                  different, the principal place of business of Credit
                  Acceptance Corporation Ireland Limited in Ireland for the time
                  being.


                                       17
<PAGE>

         (6)      WAIVER OF IMMUNITY: To the extent that the Chargor may be
                  entitled in any jurisdiction to claim for itself or its
                  assets, immunity from suit, execution, attachment or other
                  legal process whatsoever, it hereby irrevocably agrees not to
                  claim and hereby irrevocably waives such immunity to the
                  fullest extent permitted by the laws of such jurisdiction.




















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<PAGE>


         IN WITNESS whereof the parties hereto have caused this Deed to be duly
executed, sealed where appropriate, and delivered as at the day and year first
before written.


THE CHARGOR                         )
                                    )
SIGNED AND SEALED                   )
as a DEED                           )
for and on behalf of                )
CREDIT ACCEPTANCE                   )
CORPORATION                         ) /s/ Douglas W. Busk


THE COLLATERAL AGENT                )
                                    )
SIGNED as a DEED                    )
for and on behalf of                )
COMERICA BANK, as Collateral        )
Agent for and on behalf of          )
the Lenders, the Noteholders and    )
the Future Debt Holders             ) /s/ Caryn Dorfman



ACKNOWLEDGED this 7 day of September 2001


for and on behalf of                )
CREDIT ACCEPTANCE                   )
CORPORATION IRELAND                 )
LIMITED                             ) /s/ Mark Thoms


                                       19
<PAGE>
                                   SCHEDULE I

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                                  Charged Shares as %        Total Shares
                                     No. of                       of Total Shares            of Issuer
Issuer                               Charged Shares               Issued and Outstanding     Outstanding
------                               --------------               ----------------------     -----------
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                        <C>
Credit Acceptance Corporation        65                                    65%               100 shares of IR(pound Sterling)1.00
Ireland Limited

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




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