Exhibit4.7(h)
                                                                   -------------


                            AMENDMENT NUMBER FIVE TO
                     AMENDED AND RESTATED SECURITY AGREEMENT


     This  Amendment,  dated as of June 7, 2001 (this " (this  "Amendment"),  is
made by UNION ACCEPTANCE FUNDING CORPORATION,  an Indiana corporation, as Seller
(the "Seller"),  UAFC  CORPORATION,  as debtor (the "Debtor'),  UNION ACCEPTANCE
CORPORATION,  individually  ("UAC"),  and as collection agent (in such capacity,
the "Collection Agent"),  ENTERPRISE FUNDING CORPORATION,  (the "Company"), MBIA
INSURANCE CORPORATION, as financial guaranty insurer (the "Insurer") and BANK OF
AMERICA,  N.A.,  individually  ("Bank of America"),  and as collateral agent and
agent for the Company, the Bank Investors,  and the Insurer (in such capacities,
the "Collateral  Agent"),  pursuant to Section 9.2 of the Security Agreement (as
defined  below) among the Seller,  the Debtor,  UAC, the Collection  Agent,  the
Company, the Insurer, Bank of America and the Collateral Agent.

     WHEREAS,  the Seller,  the Debtor,  UAC, the Collection Agent, the Company,
the Insurer, Bank of America and the Collateral Agent are parties to the Amended
and  Restated  Security  Agreement  dated as of May 12, 2000 (as the same may be
amended,  supplemented  or otherwise  modified from time to time,  the "Security
Agreement");

     WHEREAS,  the  parties  have  agreed to amend  the  Security  Agreement  as
hereinafter provided;

     NOW, THEREFORE, the parties hereby agree as follows:

     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings assigned to them in the Security Agreement.

     AMENDMENT.  The definition of Noteholder's  Percentage set forth in Section
1.1 of the Security  Agreement  shall be amended,  solely for the  Determination
Date  occurring on June 7, 2001,  by deleting it in its entirety and restated it
as follows:

     "The Noteholder's Percentage shall mean 98.25%."

     WAIVER.  The Termination  Event contained in Section 7.1(m) of the Security
Agreement,  requiring that the Net Yield,  as of the June 7, 2001  Determination
Date, exceed 2.00% shall be waived,  solely for the Determination Date occurring
on June 7, 2001.

     FULL  FORCE AND  EFFECT.  Except as  specifically  set  forth  herein,  the
Security  Agreement  is and shall be, in full force and effect and are hereby in
all respects ratified and confirmed.

     GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     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.

     EFFECTIVENESS.  This Amendment shall become  effective as of the date first
written above when (i)  counterparts  of this Amendment shall have been executed
by each of the Seller,  Debtor, UAC, the Collection Agent, the Company,  Bank of
America and Collateral Agent and (ii) the Collateral Agent shall have received a
fully executed copy of this Amendment.

              [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


<PAGE>


IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Amendment Number 5 as of the date first written above.

                           ENTERPRISE FUNDING CORPORATION,
                             As Company


                           By: /s/ Tony Wong
                              --------------------------------------
                              Name:  Tony Wong
                              Title:  Vice President



                           UAFC CORPORATION, as Debtor


                           By: /s/ Leeanne W. Graziani
                              --------------------------------------
                              Name:  Leeanne W. Graziani
                              Title: President


                           UNION ACCEPTANCE FUNDING
                             CORPORATION, as Seller


                           By: /s/ Rick A. Brown
                              --------------------------------------
                              Name:
                              Title:


                           UNION ACCEPTANCE CORPORATION,
                             Individually and as Collection Agent


                           By:  /s/ Melanie S. Otto
                              --------------------------------------
                              Name:
                              Title:



<PAGE>



                           MBIA INSURANCE CORPORATION, as Insurer


                           By: /s/ Theresa Murray
                              --------------------------------------
                              Name:   Theresa Murray
                              Title:  Director


                           BANK OF AMERICA, N.A.,
                              Individually and as Collateral Agent,


                           By: /s/ Christopher G. Young
                              --------------------------------------
                              Name:  Christopher G. Young
                              Title: Vice President