Exhibit 4.1

                            AMENDMENT NUMBER EIGHT TO
                     AMENDED AND RESTATED SECURITY AGREEMENT

     AMENDMENT  NUMBER EIGHT TO AMENDED AND RESTATED  SECURITY  AGREEMENT  (this
"Amendment"),  dated as of August 23, 2002 by and among UNION ACCEPTANCE FUNDING
CORPORATION, an Indiana corporation, as Seller (in such capacity, the "Seller"),
UAFC  CORPORATION,  a Delaware  corporation,  as debtor (in such  capacity,  the
"Debtor"),  UNION  ACCEPTANCE  CORPORATION,   an  Indiana  corporation  ("UAC"),
individually  and in its capacity as  collection  agent (in such  capacity,  the
"Collection Agent"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the
"Company"),  MBIA INSURANCE CORPORATION,  a New York stock insurance company, as
financial guaranty insurer (the "Insurer") and BANK OF AMERICA, N.A., a national
banking  association  ("Bank of America"),  individually and as collateral agent
for the Company,  the Bank  Investors,  and the Insurer (in such  capacity,  the
"Collateral   Agent")  amending  that  certain  Amended  and  Restated  Security
Agreement  dated  as of May 12,  2000 (as the  same  may be  amended,  restated,
supplemented or modified from time to time, the "Security Agreement").

     WHEREAS, in order to induce the Insurer and the Collateral Agent to consent
to the  extension of the  Termination  Date until August 25, 2003 subject to the
terms and conditions of this Amendment,  and in  consideration  of the foregoing
and of other good and valuable consideration, the sufficiency of which is hereby
acknowledged,  the parties hereto mutually desire to make certain  amendments to
the Security Agreement as hereinafter set forth.

     NOW, THEREFORE, the parties hereby agree as follows:

     SECTION  1.  Defined  Terms.  As used  in this  Amendment,  and  except  as
otherwise  provided  in this  Section 1,  capitalized  terms shall have the same
meanings assigned thereto in the Security Agreement.

          (a) Section 1.1 of the Security  Agreement is hereby amended by adding
     the following definitions in alphabetical order therein:

          "Back-up  Servicing  Agreement" shall mean the agreement or agreements
     pursuant to which an entity  acceptable  to the  Insurer  agrees to perform
     back-up servicing  functions as provided therein and as successor  servicer
     under the Servicing Agreements and the Security Agreement if so required.

          "Servicing Agreement" shall mean each of the following agreements,  as
     the same may be amended, restated,  supplemented or otherwise modified from
     time to time:

               (A) the Pooling and Servicing  Agreement among UAC Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          BNY Midwest  Trust  Company,  as successor to Harris Trust and Savings
          Bank as trustee dated as of March 1, 1998;

               (B) the Pooling and Servicing  Agreement among UAC Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          BNY Midwest  Trust  Company,  as successor to Harris Trust and Savings
          Bank as trustee dated as of June 1, 1998;

               (C) the Pooling and Servicing  Agreement among UAC Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          BNY Midwest  Trust  Company,  as successor to Harris Trust and Savings
          Bank as trustee dated as of September 1, 1998;

               (D) the Pooling and Servicing  Agreement among UAC Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          BNY Midwest  Trust  Company,  as successor to Harris Trust and Savings
          Bank as trustee dated as of November 1, 1998;

               (E) the Pooling and Servicing  Agreement among UAC Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          BNY Midwest  Trust  Company,  as successor to Harris Trust and Savings
          Bank as trustee dated as of February 1, 1999;

               (F) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust Company,  National  Association as owner trustee dated as of May
          1, 1999;

               (G) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as seller,  Union  Acceptance  Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust Company,  National Association as owner trustee dated as of July
          23, 1999;

               (H) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          August 1, 1999;

               (I) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          November 1, 1999;

               (J) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          February 1, 2000;

               (K) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust Company,  National Association as owner trustee dated as of June
          1, 2000;

               (L) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          November 17, 2000;

               (M) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          February 24, 2001;

               (N) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust  Company,  National  Association  as owner  trustee  dated as of
          September 25, 2001; and

               (O) the Trust and Servicing  Agreement  among UAC  Securitization
          Corporation as depositor, Union Acceptance Corporation as servicer and
          Wachovia Trust  Company,  National  Association,  formerly First Union
          Trust Company, National Association as owner trustee dated as of March
          18, 2002.

     "Servicing Term Agreements" shall mean the agreement or agreements pursuant
to which  the term of UAC as  servicer  under  each  Servicing  Agreement  shall
terminate and UAC shall be reappointed for a period of 60 days ending on October
31, 2002.

          (b)  Section  1.1 of the  Security  Agreement  is  hereby  amended  by
     deleting the definition of "Commitment  Termination  Date" and replacing it
     with the following (solely for convenience changed language is italicized):

          "Commitment  Termination  Date"  shall mean August 25,  2003,  or such
     later date to which the Commitment  Termination Date may be extended by the
     Debtor,  the Agent and the Bank  Investors  not later than 30 days prior to
     the then current Commitment Termination Date.

     (c) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition of "Termination Date" and replacing it with the following (solely for
convenience changed language is italicized):

          "Termination  Date" shall mean the  earliest of (i) that  Business Day
     designated by the Debtor to the Agent as the  Termination  Date at any time
     following  60  days'  written  notice  to  the  Agent,  (ii)  the  date  of
     termination of the liquidity commitment of the Liquidity Provider under the
     Liquidity  Provider  Agreement,  (iii)  the  date  of  termination  of  the
     commitment  of  the  Credit  Support  Provider  under  the  Credit  Support
     Agreement,  (iv) the day on which a  Termination  Event occurs  pursuant to
     Section  7.1,  (v) two business  days prior to the  Commitment  Termination
     Date, (vi) August 25, 2003,  unless extended prior to such date pursuant to
     a Revolving  Period Extension (as defined in the Insurance  Agreement),  or
     (vii) the day on which UAC's term as Collection  Agent shall  terminate and
     shall not be extended pursuant to Section 6.1A hereof.


     SECTION 2. Amendment to Article VI. Article VI of the Security Agreement is
hereby  amended  to add  the  following  section  as  Section  6.1A  immediately
following Section 6.1 thereof:

          SECTION 6.1A Successor Collection Agent.  Notwithstanding  Section 6.1
     of this Agreement, the parties hereby agree that the initial term of UAC as
     Collection  Agent  shall  terminate  at 11:59  p.m.  on  August  26,  2002;
     provided, however, UAC shall act as successor Collection Agent for a 60-day
     term  commencing at 12:00 a.m. on August 27, 2002 and  terminating at 11:59
     a.m.  on October  31,  2002 (the  "Servicing  Term"),  unless  such term is
     extended for an additional  60-day term (such term, an "Extended  Servicing
     Term") in writing  executed by the Insurer prior to the  expiration of such
     Servicing Term. Any Extended Servicing Term may be similarly extended prior
     to its  expiration.  Upon  the  expiration  of the  Servicing  Term  or any
     subsequent   Extended  Serving  Term  without   renewal,   all  rights  and
     obligations  of UAC as  successor  Collection  Agent under the  Transaction
     Documents  shall  terminate and all authority and power of UAC as successor
     Collection  Agent  shall  pass to and be  vested  in the  back-up  servicer
     designated pursuant to the Back-up Servicing Agreement or such other entity
     as shall be designated by the Insurer. UAC shall, on or before September 4,
     2002 and on the date that is three (3)  Business  Days from the end of each
     Settlement  Period,  deliver to the  Insurer a tape  containing  the master
     record of the Receivables as of the end of the previous  Settlement  Period
     in such form as the Insurer shall reasonably require.  UAC hereby agrees to
     cooperate with the Insurer and the back-up servicer  designated pursuant to
     the Back-up  Servicing  Agreement or other  successor  Collection  Agent in
     effectuating  the complete  transfer of the servicing,  administration  and
     collection  functions  from  UAC to the  back-up  servicer  or  such  other
     successor Collection Agent in accordance with the Transaction Documents and
     this Agreement.


          SECTION 3. Amendment to Section 7.1.

          (a) Section  7.1(o) of the  Security  Agreement  is hereby  amended by
     deleting such  paragraph  and  replacing it with the following  (solely for
     convenience added language is italicized):

               (o) the Insurer  shall have given notice that a Trigger Event (as
          defined in the  Insurance  Agreement)  has occurred and is  continuing
          under the Insurance Agreement;

          (b) Section 7.1 of the Security  Agreement is hereby amended  deleting
     the word  "and" at the end of  subsection  (p)  thereof  and by adding  the
     following subsections (r)-(u) in alphabetical order at the end thereof:

               (r) the Servicing Term Agreements shall not be fully executed and
          in full force and effect by September 6, 2002;

               (s) the Back-up  Servicing  Agreement shall not be fully executed
          and in full force and effect by October 31, 2002;

               (t) UAC shall cease to be the Collection Agent and

               (u) the Transaction Documents shall not be amended to reflect the
          changes  required by either S&P or Moody's to restore or maintain  the
          Insurer's  shadow  rating  with  respect  to the Policy at BBB or Baa2
          respectively  within five (5) Business Days of notice from the Insurer
          that such amendments are necessary.

     SECTION 4. Limited Scope.  This amendment is specific to the  circumstances
described  above  and does not imply any  future  amendment  or waiver of rights
allocated to the Debtor,  the Collection  Agent, the Agent,  the  Administrative
Agent, the Insurer or the Collateral Agent under the Security Agreement.

     SECTION 5.  Effectiveness.  This  Amendment  shall  become  effective as of
August 23, 2002 when counterparts of this Amendment shall have been accepted and
agreed to by each of the parties hereto.

     SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO
CONFLICTS OF LAW PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.

     SECTION 7.  Severability;  Counterparts.  This Amendment may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.   Any  provisions  of  this   Amendment   which  are  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     SECTION 8.  Ratification.  Except as expressly  affected by the  provisions
hereof,  the Security Agreement as amended shall remain in full force and effect
in accordance  with its terms and ratified and confirmed by the parties  hereto.
On and after the date hereof,  each reference in the Security Agreement to "this
Agreement",  "hereunder",  "herein" or words of like import  shall mean and be a
reference to the Security Agreement as amended by this Amendment.

                                       1
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     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment Number Eight as of the date first written above.




                                        ENTERPRISE FUNDING CORPORATION,
                                          as Company

                                        By: _______________________________
                                            Name:
                                            Title:



                                        UAFC CORPORATION,
                                          as Debtor

                                        By: _______________________________
                                            Name:
                                            Title:



                                        UNION ACCEPTANCE FUNDING
                                          CORPORATION, as Seller

                                        By: _______________________________
                                            Name:
                                            Title:



                                        UNION ACCEPTANCE CORPORATION,
                                          individually and as Collection Agent
                                        By: _______________________________
                                            Name:
                                            Title:







                                        BANK OF AMERICA, N.A.,
                                          individually and as Collateral Agent
                                         and Bank Investor

                                        By: _______________________________
                                            Name:
                                            Title:



                                        MBIA INSURANCE CORPORATION, as
                                          Insurer

                                        By: _______________________________
                                            Name:
                                            Title: