Exhibit4.7(j)
                                                                   -------------




                            AMENDMENT NUMBER SEVEN TO
                     AMENDED AND RESTATED SECURITY AGREEMENT


     AMENDMENT  NUMBER SEVEN TO AMENDED AND RESTATED  SECURITY  AGREEMENT  (this
"Amendment"),  dated as of August 30,2001 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,  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 as signed thereto in the Security Agreement.

     (a) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition  of  "Acceptable  Hedging  Arrangement"  and  replacing  it with  the
following (solely for convenience changed language is italicized):

          "Acceptable  Hedging  Arrangement" means a hedging arrangement entered
     into  by  the  Collection  Agent  or  UAFCC,   between  UAFCC  and  a  swap
     counterparty whose long term debt obligations are rated investment grade by
     Moody's Investors Service and Standard & Poor's, in compliance with Section
     5.3 of the Security Agreement, that locks in a fixed spread of at least 600
     basis  points  lower  than  the  weighted  average  APR  for  the  Eligible
     Receivables  based upon an amortization  schedule  determined using a 1.60%
     ABS prepayment  assumption or such other prepayment assumption that Moody's
     and  Standard & Poor's  have been  previously  been  notified  of, it being
     understood  that funds on deposit in a prefunding  account  established  in
     connection  with a  Securitization  will qualify as an  Acceptable  Hedging
     Arrangement so long as the weighted average coupon of the securities issued
     in connection with such  Securitization  is at least 600 basis points lower
     than the weighted average APR for the Eligible  Receivables and only to the
     extent such funds on deposit in a  prefunding  account are not serving as a
     hedge arrangement for any other UA C facility or program."

          (b)  Section  1.1 of the  Security  Agreement  is  hereby  amended  by
     deleting  subsection  (1)(e) of the  definition  of  "Carrying  Costs"  and
     replacing it with the following (solely for convenience changed language is
     italicized):

               "(e) to pay any Successor  Servicing  Fees and  Transition  Costs
          payable to a successor  Collection Agent appointed pursuant to Section
          6.1 of this Agreement;"

          (c)  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 26, 2002, 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."

          (d)  Section  1.1 of the  Security  Agreement  is  hereby  amended  by
     deleting the definition of "Noteholder's  Percentage" and replacing it with
     the following (solely for convenience changed language is italicized):

               "Noteholder's  Percentage"  shall mean an amount  equal to 98.25%
          less the product of (i) 2, and (ii) the  amount,  if any, by which the
          Target  Net  Yield  exceeds  the  Net  Yield  as of  the  most  recent
          Determination Date; provided,  however, with respect to any Settlement
          Period  during  which at no time was the Net  Investment  greater than
          zero,  the  Noteholder's  Percentage  as  of  the  Determination  Date
          immediately  following such Settlement period shall equal 98.25%.  The
          Noteholder's Percentage shall initially equal 98.25%."

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

               "Successor  Servicing Fee" shall mean, for any Settlement Period,
          the  fee  payable  pursuant  to  Section  2.03(a)(iv)  on the  related
          Remittance  Date by the  Company  to the  successor  Collection  Agent
          appointed  pursuant  to Section  6.1 of this  Agreement,  in an amount
          equal to the greater of (i) the  Servicing  Fee and (ii) an amount not
          to exceed 110% of the  then-current  "market-rate"  fee for  servicing
          assets comparable to the Contracts,  which rate shall be determined by
          averaging  three  servicing  bids  obtained by the Insurer  from third
          party servicers selected by the Insurer,  to the extent that such bids
          are  available  from three third  party  servicers  acceptable  to the
          Insurer in it sole discretion."

               "Transition  Costs"  shall  mean  reasonable  costs and  expenses
          incurred by or payable to the successor Collection Agent in connection
          with  the   transfer  of  servicing   (whether  due  to   termination,
          resignation or otherwise) from the Collection  Agent to such successor
          Collection  Agent,  which shall be approved in writing by the Insurer;
          provided,  however, that in no event shall the Transition Costs exceed
          $200,000 without the prior written consent of the Insurer."

          (f)  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, or (vi) August 26, 2002,  unless  extended prior to
          such date pursuant to a Revolving  Period Extension (as defined in the
          Insurance Agreement).

     SECTION 2. Amendment to Section 2.2. Section 2.2 of the Security  Agreement
is hereby amended by deleting such paragraph and replacing it with the following
(solely for convenience added language is italicized):

          "Notwithstanding  the  limitation  on recourse  under Section 2.1, the
     Debtor shall pay, as and when due in accordance  with this  Agreement,  all
     fees  hereunder,  Carrying Costs,  all amounts payable  pursuant to Article
     VIII  hereof,  if  any,  all  fees  specified  in the Fee  Letter,  and the
     Servicing  Fee.  On each  Remittance  Date,  the  Debtor  shall  pay to the
     Company,  the  successor  Collection  Agent  and  the  Bank  Investors,  as
     applicable,  an amount equal to the accrued and unpaid  Carrying  Costs for
     the related Settlement Period together with, in respect of the Company,  an
     amount  equal to the discount  accrued on the  Company's  Commercial  Paper
     notes  to the  extent  such  notes  were  issued  in  order to fund the Net
     Investment  in an amount in excess of the amount of the Initial  Funding or
     in excess of any deposit made by the Company to the Prefunding Account. The
     Debtor shall pay to the Agent, for the account of the Company,  on each day
     on which Commercial Paper is issued by the Company, the Dealer Fee. Nothing
     in this Agreement  shall limit in any way the  obligations of the Debtor to
     pay the amounts set forth in this  Section  2.2."  SECTION 3.  Amendment to
     Section 2.3. Section 2.3(a)(iv) of the Security Agreement is hereby amended
     by deleting such paragraph and replacing it with the following  (solely for
     convenience added language is italicized):

               "(iv) fourth, to the extent of any remaining  Available Funds, to
          the Agent,  for the account of the Company,  the successor  Collection
          Agent and the Bank  Investors,  as applicable,  an amount equal to all
          accrued and unpaid  Carrying Costs  (exclusive of all amounts  payable
          pursuant  to the  Yield  Protection  Provision)  in  respect  of  such
          Settlement  Period and with respect to any previous  Settlement Period
          to the extent not previously paid;

     SECTION 4. Amendment to Section 5.3. Section 5.3 of the Security  Agreement
is hereby amended by deleting such paragraph and replacing it with the following
(solely for convenience added language is italicized):

          "The  Collection  Agent  shall  (i) at or  prior  to the  time  of any
     Funding,  provide to the Administrative Agent, the Collateral Agent and the
     Insurer an officer's  certificate (a) stating that the Collection Agent has
     Acceptable Hedging  Arrangements in place satisfying the conditions of this
     Section 5.3 as set forth below and after  January 1, 1999,  qualifies as an
     Acceptable Hedging Arrangement (as defined in the Insurance Agreement), and
     (b) setting forth the amount of funds on deposit on each prefunding account
     established  in connection  with a  Securitization  and the extent to which
     such funds are serving as a hedge arrangement with respect to this facility
     or any other UAC  facility  or  program,  and (ii) in  connection  with any
     Settlement  Statement provided  hereunder,  provide an executed copy of all
     existing   Acceptable  Hedging   Arrangements,   which  Acceptable  Hedging
     Arrangements  shall  be  satisfactory  to  the  Administrative  Agent,  the
     Collateral  Agent and the  Insurer,  and with  respect to which at any time
     after  the  occurrence  of a  Termination  Event  the  Debtor  shall be the
     beneficiary,  in respect of an aggregate  notional amount at least equal to
     the Net  Investment.  The  form  and  structure  and  counterparty  to each
     Acceptable  Hedging  Arrangement shall be acceptable to the  Administrative
     Agent,  the Collateral  Agent and the Insurer and must be in full force and
     effect at all times  during which the Net  Investment  is greater than zero
     (however such required amount may be reduced for the period of time between
     the pricing and the funding of a structured financing utilizing Receivables
     released  to  the  Debtor   pursuant  to  Section  2.15  by  the  aggregate
     Outstanding Balance of such Receivables)."

     SECTION  5.  Amendment  to  Section  7.1.  Section  7.1(m) of the  Security
Agreement is hereby amended by deleting such paragraph and replacing it with the
following (solely for convenience added language is italicized):

          "(m) with respect to any  Settlement  Period  during which at any time
     the Net Investment  was greater than zero,  the Net Yield  calculated as of
     the Determination Date immediately following such Settlement Period is less
     than 2.00%;"

     SECTION 6. 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 7.  Effectiveness.  This  Amendment  shall  become  effective as of
August 28, 2001 when counterparts of this Amendment shall have been accepted and
agreed to by each of the parties hereto.

     SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 9.  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 10.  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.


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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number Seven 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:
                                       Title:


                                    UNION ACCEPTANCE FUNDING
                                    CORPORATION, as Seller


                                    By: /s/  Maureen A. Schoch
                                       -----------------------------
                                       Name:
                                       Title:


                                    UNION ACCEPTANCE CORPORATION,
                                    individually and as Collection Agent


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


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


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


                                    MBIA INSURANCE CORPORATION,
                                    as Insurer


                                    By: /s/ Lisa A. Wilson
                                       -----------------------------
                                       Name:   Lisa A. Wilson
                                       Title:  Assistant Secretary