EXHIBIT 10.7(c)



                                                                  Execution Copy

                               AMENDMENT NO. 2 TO
                         MASTER TRUST ACCOUNT AGREEMENT

     THIS AMENDMENT NO. 2 TO MASTER TRUST ACCOUNT  AGREEMENT (this  "Amendment")
is made as of May 21, 2004 by and among UNION  ACCEPTANCE  CORPORATION  ("UAC"),
individually  and as  predecessor  servicer (the  "Predecessor  Servicer"),  UAC
SECURITIZATION  CORPORATION  ("UACSC") as seller, BNY MIDWEST TRUST COMPANY,  as
successor  to the  corporate  trust  administration  of Harris Trust and Savings
Bank, as indenture  trustee under the various  Indentures  described below other
than the 2000-B  Indenture (as defined below) (the "BNY Indenture  Trustee") and
as  trustee  (the  "PSA  Trustee")  under  the  various  Pooling  and  Servicing
Agreements,  THE  BANK OF NEW  YORK,  as  indenture  trustee  under  the  2000-B
Indenture  (the "BONY  Indenture  Trustee";  and together with the BNY Indenture
Trustee and the PSA Trustee,  the  "Trustees"),  WILMINGTON  TRUST  COMPANY,  as
master trustee (the "Master Trustee"),  SYSTEMS & SERVICES  TECHNOLOGIES,  INC.,
("SST"  and,  in its  capacity  as  servicer  or  successor  servicer  under the
Servicing Agreements,  "Servicer" or "Successor Servicer"), JPMORGAN CHASE BANK,
as master trust paying agent (the "Master Trust Paying  Agent"),  MBIA INSURANCE
CORPORATION,   as  financial   guaranty   insurer   ("MBIA")  and  the  CREDITOR
REPRESENTATIVE  (UAC, UACSC, the Trustees,  the Master Trustee,  SST, the Master
Trust Paying Agent, MBIA and the Creditor Representative,  each party in each of
its capacities listed above, collectively the "MTAA Parties").

                             PRELIMINARY STATEMENTS

     WHEREAS,  the MTAA Parties  entered into that certain  Master Trust Account
Agreement  dated as of April 17, 2003,  (as amended by Amendment No. 1, dated as
of October 7, 2003, the "Master Trust Agreement");

     WHEREAS,  UAC directly or acting  through an agent has collected and may in
the future  collect Sales Tax Refunds from certain states which provide for such
refunds and permit the party who provided  financing  for the Sales Tax to claim
the refund if the Obligor on such financing defaults on his obligations;

     WHEREAS,  Sales Tax  Refunds do not inure to the  benefit of the Obligor in
respect of the "Written-Off  Receivable" (as hereinafter defined) and receipt of
the refund does not affect the  principal  balance or interest or other  amounts
due in respect of the receivable, all of which remain owed by the Obligor;

     WHEREAS,  Article III, Part F, of UAC's Plan of Reorganization  stipulates,
in part, that, among the sources of cash to be made available to pay the holders
of  allowed  claims  pursuant  to such  plan,  is cash  received  in the form of
federal, state and local tax refunds;

     WHEREAS,  UAC has sought to collect  such Sales Tax Refunds in an effort to
provide for the payment of claims of creditors pursuant to the plan as confirmed
by the  Bankruptcy  Court

<PAGE>

and  intends to make such  refunds  available  for  distributions  to holders of
allowed claims in accordance with its plan of Reorganization;

     WHEREAS, some of the Sales Tax Refunds that have been paid to UAC by States
and that may in the future be refunded to UAC relate to  Receivables as to which
UAC sold all of its right,  title and  interest to UACSC and/or a Trust prior to
the time such Receivables became Written-Off Receivables;

     WHEREAS,  MBIA,  as Insurer with respect to each of the  Transactions,  has
asserted  that  Sales  Taxes  Refunds  paid  by  States  to  UAC in  respect  of
Transaction  Receivables,  are among the collateral  serving as security for the
Transactions   because  the  rights  to  such  refunds  were  assigned  to  each
securitization  trust  related  to a  Transaction  when  it was  formed  and the
Transaction Receivables were transferred to such trust; and UAC and the Creditor
Representative  maintain that such trusts and  noteholders  in the  Transactions
have no such claim upon the Sales Tax  Refunds,  inasmuch as such refunds do not
affect the balance of the  Receivables in the  Transactions  and no provision of
the Transaction Documents expressly provides for the assignment of rights to any
tax refunds to the Transaction trusts;

     WHEREAS,  accordingly,  a dispute has arisen  among the parties in interest
with respect only to Sales Tax Refunds related to the Transaction Receivables as
to whether such Applicable Sales Tax Refunds must be paid for the benefit of the
Secured Parties in the  Transactions or may be paid directly by UAC to creditors
with distributions under its Plan of Reorganization.

     WHEREAS,  the parties  desire to enter into this  amendment  to settle such
dispute without the necessity, inconvenience or expense of litigation;

     WHEREAS,  in addition,  the parties desire to address the possibility  that
UAC may become obligated to remit previously  received Sales Tax Refunds related
to  Transaction  Receivables  to  States  if and when  deficiency  balances  are
subsequently collected on Transaction  Receivables and to provide means to repay
such amounts to UAC to the extent UAC is subject to such an obligation;

     WHEREAS, the parties desire to provide for the most efficient  arrangements
to  address  the  payment  and  potential  remittance  of Sales Tax  Refunds  by
utilizing the mechanisms created in the Master Trust Agreement; and

     WHEREAS, for good and valuable  consideration,  the sufficiency of which is
hereby  acknowledged,  the  parties  hereto  mutually  desire to enter into this
Amendment as hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the premises and of the  agreements
herein contained, the parties hereto agree as follows.

     SECTION 1. General  Definitions.  Capitalized  terms used herein shall have
the meanings assigned to such terms in the Master Trust Agreement.

     SECTION 2. Amendments to the Master Trust Agreement.

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<PAGE>

          (a) Section  1.01 of the Master Trust  Agreement is hereby  amended to
     insert the following definitions therein:


          "Sales  Taxes" means any sales,  value added or similar  excise tax on
     the sale of  goods  paid to a State in  respect  of the sale of a  Financed
     Vehicle,  the  payment of which was  included  in the amount  financed by a
     Receivable  acquired by UAC from an auto dealer or  originated  by UAC upon
     referral from an auto dealer.

          "Sales Tax Refund"  means the amount  actually  received by UAC from a
     State refunding Sales Taxes previously paid on sale of a Financed  Vehicle,
     that  were  financed  by  UAC  with  proceeds  of a  Receivable,  less  all
     commissions,  contingent fees and similar expenses paid to third parties to
     pursue and obtain such refund payment.

          "Sales Tax Remittances"  means the amount of Sales Tax Refunds related
     to Transaction  Receivables previously paid by a State to UAC that UAC, any
     of its  subsidiaries  or any of the Trusts is obligated to repay to a State
     (regardless  whether  such  amount is  actually  required to be paid or has
     served to  reduce  the  amount of any  future  Sales Tax  Refunds  or other
     amounts  otherwise  payable by the State to UAC) because of the  successful
     collection of deficiency  balances on a  Written-Off  Receivable  that is a
     Transaction  Receivable  for  which  a  Sales  Tax  Refund  was  previously
     collected  and the required  portion  thereof  remitted to the Master Trust
     Account.

          "Transaction  Receivables"  means, for purposes of determining whether
     50% of a related  Sales Tax  Refund is  required  to be paid to the  Master
     Trust, a Written-Off  Receivable  that, at the time it became a Written-Off
     Receivable, was owned by a Trust or UACSC and pledged under an Indenture as
     collateral for a Transaction.

          "Written-Off  Receivable"  means any simple  interest or  pre-computed
     (add-on)  interest  installment  sales  contract  or  installment  loan and
     security  agreement  either owned by UAC,  UACSC or a Trust with respect to
     which a tax or similar loss has been claimed by UAC entitling it to receive
     a Sales Tax Refund under applicable state law.

          (b)  Section  1.01 of the Master  Trust  Agreement  is hereby  further
     amended to restate the  definition  of  "Available  Excess Cash" to read as
     follows:

               "Available  Excess Cash" shall mean  $12,500,000,  less an amount
          equal to 50% of Sales Tax Refunds  related to Transaction  Receivables
          actually  received  by UAC from  time to time,  plus 50% of Sales  Tax
          Remittances  related  to  Transaction  Receivables  actually  paid  or
          credited to States from time to time.

          (c) Section 2.05(c), priority Fourth, of the Master Trust Agreement is
     hereby amended to read as follows:

               "First,  to the Master Trust Paying Agent, all accrued and unpaid
          indemnity  amounts owed to the Master  Trust Paying Agent  pursuant to
          Section 6.03 hereof and not paid by SST; and, second, to UAC or at its
          direction,  an amount equal to 50% of Sales Tax


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<PAGE>

          Remittances  related to Transaction  Receivables that have been or are
          required  to be repaid or  credited to States to the extent such Sales
          Tax  Remittances  have not  otherwise  been  recovered  by UAC through
          reductions  of Sales Tax  Refunds to be  remitted  by it to the Master
          Trust Paying Agent;"


     SECTION 3.  Allocation  and Payment of Sales Tax Refunds.  UAC shall pay to
the Master Trust  Paying  Agent for deposit in the Master  Trust  Account 50% of
Sales Tax Refunds  related to  Transaction  Receivables  that it  receives  from
States  from time to time.  The MTAA  Parties  acknowledge  that the first  such
deposit in  respect of Sales Tax  Refunds  related  to  Transaction  Receivables
currently held by UAC is  $433,178.54  (50% of  $866,357.07).  UAC shall use its
reasonable  best  efforts to  determine  (as further  provided in Section 4) the
appropriate  allocation of Sales Tax Refunds it receives  among those related to
Transaction Receivables and those related to other Receivables, promptly, and in
any event  within 90 days of its receipt of a Sales Tax  Refund.  UAC shall make
the  deposits  called for by this  Section 3 within 30 days of  finalizing  such
determination  with respect to a particular  Sales Tax Refund  payment.  UAC may
reduce such amount  payable by an amount  equal to 50% of Sales Tax  Remittances
which are then due to be paid,  were  previously  paid by UAC and not previously
reimbursed  or paid from the Master  Trust,  or which have  served to reduce any
payment  received  by UAC from a State.  In the event and to the extent that UAC
reduces the amount remitted pursuant to the immediately preceding sentence,  UAC
shall not be entitled to seek  recovery of such Sales Tax  Remittances  from the
Master Trust Account under Section 2.05(c) of the Agreement.

     SECTION   4.   State   Settlement   Procedures.   MBIA  and  the   Creditor
Representative  acknowledge  that it is most efficient for UAC and the States to
settle sales tax refund issues by reference to all affected Financed Vehicles in
respect of  Receivables  that  became  Written-Off  Receivables  in a given time
period,  without regard to which entity or trust held the Receivable at the time
it became a Written-Off Receivable. UAC is hereby authorized by the MTAA Parties
to continue this practice.  In addition,  any settlement  with respect to refund
issues reached with respect to a particular  State may take account of Sales Tax
Remittances  due in  respect  of  Written-Off  Receivables  on which  deficiency
balances have been  collected  (again,  without  differentiation  among specific
holders  or  Transactions)  and may serve to reduce the net amount of the refund
received. Accordingly, following any such settlement and the receipt of a refund
or the payment of a remittance or both, UAC shall, acting in good faith, use its
reasonable  best  efforts to determine  the  equitable  allocation  of Sales Tax
Refunds and  responsibility  for Sales Tax  Remittances  that are required to be
accounted  for,  with the  intent  that  50% of Sales  Tax  Refunds  related  to
Transaction  Receivables  shall inure to and benefit the Master Trust,  but also
that 50% of Sales Tax Remittances  related to Transaction  Receivables  shall be
borne by the Master Trust. From time to time, at the request of MBIA, the Paying
Agent, the Master Trustee, an Indenture Trustee or the Creditor  Representative,
UAC  shall  provide  an  accounting  in  reasonable  detail   demonstrating  its
determination of the net entitlement and  accountability of the Master Trust for
Sales Tax Refunds and Sales Tax Remittances related to Transaction Receivables.

     SECTION 5. Procedural  Efficiency.  The parties acknowledge that the Master
Trust  was  established,  together  with  related  amendments  to  the  affected
Transaction  Documents,  to provide


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<PAGE>

for  cross-collateralization  of each of the  Transactions by making excess cash
collateral in any Transaction  available to the other  Transactions  and for the
purposes   described  in  the  Master   Trust.   MBIA,   UAC  and  the  Creditor
Representative  agree that no particular purpose would be served by dividing the
portion of the Sales Tax Refunds  related to Transaction  Receivables to be paid
to the Master  Trust  hereunder  among the specific  Transactions  to which they
might  otherwise  be allocated  because the amounts  involved do not justify the
administrative  time and effort that would be required and the funds  inuring to
any  Transaction  would  ultimately  be available to or from the Master Trust or
other  Transactions by virtue of the mechanisms  established in the Master Trust
in any event. Therefore,  payment of the stipulated portion of Sales Tax Refunds
related to Transaction  Receivables  to, and repayment of any required Sales Tax
Remittances from, the Master Trust shall be conducted as provided herein.

     SECTION 6. Release and Estoppel.  The MTAA Parties  (other than UAC and the
Creditor  Representative;  and the Trustees,  at the direction of MBIA and UACSC
pursuant to Section 7 below) agree not to take any action to assert any interest
in or right to Sales Tax Refunds  received by UAC or which may be claimed by UAC
from time to time,  other  than the 50% share of Sales Tax  Refunds  related  to
Transaction  Receivables  required  to be paid to the  Master  Trust  Account as
provided by Section 3 hereof,  and hereby  waive any such  interest.  UAC hereby
agrees not to take any action to assert any  interest in or right as against the
Trusts or MBIA to the 50%  share of Sales Tax  Refunds  related  to  Transaction
Receivables  required  to be paid to the Master  Trust  Account as  provided  by
Section 3 hereof,  and hereby  waives any such interest  except  insofar as such
collections  may be  subsequently  released to UAC in  accordance  with Sections
2.05(c),  2.06 or Section 2.07 of the  Agreement;  provided,  that the foregoing
shall  not  impair  UAC's  rights  to claim  Sales Tax  Refunds  from  states as
contemplated herein. The Plan Committee and the Creditor  Representative support
and concur in the settlements and agreements reflected herein.

     SECTION 7. Direction and Waiver. By its signature hereto, each of UACSC and
MBIA, as the Control Party for the Transactions,  hereby directs the Trustees to
execute and deliver this Amendment.  Each of the parties hereto acknowledges and
agrees to the foregoing and agrees that  compliance with this Amendment shall be
deemed to comply  with the terms of the  Transaction  Documents  and the  Master
Trust  Agreement,  and that the  Trustees  shall have no  liability to any party
hereto for acting in accordance with such direction.

     SECTION 8. Conditions  Precedent;  Direction to Master Trustee.  The Master
Trustee shall have received an executed  counterpart of this Amendment from each
of the parties hereto. Upon such receipt by the Master Trustee, the MTAA Parties
(other than the Master  Trustee) hereby direct the Master Trustee to execute and
deliver this Amendment.

     SECTION 9. Reference to and Effect on the Master Trust Agreement. Except as
specifically  set  forth  above,  the  Master  Trust  Agreement,  and all  other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith,  shall remain in full force and effect,  and are hereby  ratified and
confirmed.  The execution,  delivery and  effectiveness  of this Amendment shall
not, except as expressly  provided herein and for the limited purposes set forth
herein, operate as a waiver of any right, power or remedy of any MTAA Party, nor
constitute  a waiver of any  provisions  of the Master Trust  Agreement,  or any
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection therewith.

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<PAGE>

     SECTION 10.  GOVERNING  LAW. THIS  AMENDMENT  SHALL BE  CONSTRUED,  AND THE
OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF
THE GENERAL  OBLIGATIONS  LAW BUT OTHERWISE  WITHOUT  REGARD TO CONFLICTS OF LAW
PRINCIPLES.

     SECTION 11. Counterparts. This Amendment may be executed in counterparts by
the parties hereto,  and each such  counterpart  shall be considered an original
and all such counterparts shall constitute one and the same instrument.


                     Remainder of page intentionally blank.



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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all as
of the day and year first above mentioned.

                            UNION ACCEPTANCE CORPORATION,
                            individually and as Predecessor Servicer
                            under each Servicing Agreement

                            By: /s/ Mark R. Ruh
                               -------------------------------------------------
                            Name:   Mark R. Ruh
                            Title:  President & CFO

                            UAC SECURITIZATION CORPORATION,
                            as Seller under each Grantor Trust Servicing
                            Agreement and Owner Trust Servicing
                            Agreement and Certificateholder

                            By:  /s/ Treg Bauchert
                               -------------------------------------------------
                            Name:   Treg Bauchert
                            Title:  President

                            WILMINGTON TRUST COMPANY,
                            as Master Trustee

                            By: /s/ Mary Kay Pupillo
                               -------------------------------------------------
                            Name:   Mary Kay Pupillo
                            Title:  Assistant Vice President

                            BNY MIDWEST TRUST COMPANY,
                            not in its individual capacity but solely as
                            Indenture Trustee under the various Indentures other
                            than the 2000-B Indenture described in the Master
                            Trust Agreement and as Trustee under the various
                            Pooling and Servicing Agreements described in the
                            Master Trust Agreement

                            By: /s/ Sally R. Tokich
                               -------------------------------------------------
                            Name:   Sally R. Tokich
                            Title:  Assistant Vice President



                                Signature Page to
                               Amendment No. 2 to
                         Master Trust Account Agreement




<PAGE>
                            THE BANK OF NEW YORK, not
                            in its individual capacity
                            but solely as Indenture
                            Trustee under the 2000-B
                            Indenture described in the
                            Master Trust Agreement

                            By: /s/ Eric A. Lindahl
                               -------------------------------------------------
                            Name:   Eric A. Lindahl
                            Title:  Agent

                            SYSTEMS & SERVICES TECHNOLOGIES, INC.,
                            as Servicer or Successor Servicer
                            under the Servicing Agreements

                            By: /s/ Joseph D. Booz
                               -------------------------------------------------
                            Name:   Joseph D. Booz
                            Title:  Executive Vice President/Secretary/
                                    General Counsel

                            JPMORGAN CHASE BANK, as Master Trust Paying Agent

                            By:  /s/ David Contino
                               -------------------------------------------------
                            Name:   David Contino
                            Title:  Assistant Vice President

                            MBIA INSURANCE CORPORATION


                            By:  /s/ William P. Cody
                               -------------------------------------------------
                            Name:   William P. Cody
                            Title:  Vice President

                            CREDITOR REPRESENTATIVE

                            By: Plan Committee under the Second
                            Amended Plan of Reorganization of
                            Union Acceptance Corporation

                            By: Bingham McCutchen LLP

                            By:  /s/ Roger L. Selfe
                               -------------------------------------------------
                            Name:   Roger L. Selfe
                            Title:  Partner


                                Signature Page to
                               Amendment No. 2 to
                         Master Trust Account Agreement

<PAGE>



ACKNOWLEDGED AND AGREED:

WACHOVIA CAPITAL MARKETS, LLC
(Deal Agent for the UACSC Transaction)


By: /s/ Steven J. Ellis
   -------------------------------------
Name:   Steven J. Ellis
Title:  Director


VARIABLE FUNDING CAPITAL CORPORATION
(Noteholder on the UACSC Transaction)

By:  Wachovia Capital Markets, LLC, as Attorney-in-Fact


By:  /s/ Douglas R. Wilson, Sr.
   -------------------------------------
Name:    Douglas R. Wilson, Sr.
Title:   Vice President



                                Signature Page to
                               Amendment No. 2 to
                         Master Trust Account Agreement