AMENDMENT NUMBER 9 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 9 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),   dated  as  of  January  26,  1998  between  PERFORMANCE  FUNDING
CORPORATION,  a Delaware  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),  UNION ACCEPTANCE  CORPORATION,  an Indiana  corporation,  in its
individual  capacity and as collection agent (in such capacity,  the "Collection
Agent"),  and  ENTERPRISE  FUNDING  CORPORATION,  a  Delaware  corporation  (the
"Company") amending that certain Transfer and Administration  Agreement dated as
of July 24, 1995 among the parties  hereto,  as amended by Amendment No. 1 dated
as of September 8, 1995, Amendment No. 2 dated as of May 10, 1996, Amendment No.
3 dated as of December  23,  1996,  Amendment  No. 4 dated as of April 25, 1997,
Amendment  No. 5 dated as of June 6, 1997,  Amendment No. 6 dated as of July 29,
1997,  Amendment No.7 dated as of September 29,1997 and Amendment No. 8 dated as
of November 24, 1997 (the "Transfer and Administration Agreement").

         WHEREAS,  the  Transferor  and the Company  have agreed to make certain
amendments to the Transfer and Administration Agreement.

         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 Transfer and Administration Agreement.

         (a) Section 1.1 of the Transfer and Administration  Agreement is hereby
amended by deleting the  definition of Actual Net Loss and replacing it with the
following (solely for convenience changed language is italicized):

                  "Actual Net Loss" shall mean,  for any  applicable  period and
                  for any  particular  Monthly  Group,  an  amount  equal to the
                  cumulative  gross  charge-offs  during  such  period  less any
                  recoveries   realized   during  such  period  on   charged-off
                  contracts less the Adjustment Factor times estimated wholesale
                  value of repossessed financed vehicles which have not yet been
                  liquidated  (based on the National  Auto  Research  Black Book
                  together with adjustments  related to vehicle  condition) less
                  all  Reimbursable  Dealer  Add-ons as determined in accordance
                  with UAC's Credit and Collection  Policy relating to Contracts
                  for which  Reimbursable  Dealer Add-ons have not been received
                  and for which UAC's  Credit and  Collection  Policy deems such
                  amounts to be  collectible,  in each case related to specified
                  contracts  and  receivables  included  in such  Monthly  Group
                  through the most recent Settlement Period.

         (b) Section 1.1 of the Transfer and Administration  Agreement is hereby
amended  by  the  addition  of  the  following  definition  in  the  appropriate
alphabetic location:


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                  "Actual  Amount" shall mean, for each Settlement  Period,  the
                  actual  liquidation  proceeds  obtained  for  the  repossessed
                  financed  vehicles  during  such  Settlement  Period  upon the
                  liquidation of the repossessed financed vehicles,  as reported
                  on the related Settlement Statement."

                  "Adjustment Factor" shall mean, for each Collection Period (i)
                  0%, if the  Ratio of  Estimated  Amount  to  Actual  Amount is
                  greater than 120% for the three most recent Collection Periods
                  or (ii) if the Ratio of Estimated  Amount to Actual  Amount is
                  less than 120% for the three most recent  Collection  Periods,
                  the  percentage  equivalent  of a fraction,  the  numerator of
                  which is 1 and the  denominator  of which is the highest Ratio
                  of Estimated  Amount to Actual  Amount for the six most recent
                  Collection Periods."

                  "Estimated Amount' shall mean, for each Settlement Period, the
                  wholesale  value of repossessed  financed  vehicles which have
                  not been liquidated as previously  estimated by the Collection
                  Agent for all Monthly Groups in the aggregate,  as reported on
                  the related Settlement Statement."

                  "Ratio of the  Estimated  Amount to the Actual  Amount"  shall
                  mean, for each Collection  Period,  the ratio of (a) Estimated
                  Amount to (b) Actual Amount."

         (c) Section  5.2(j) of the  Transfer  and  Administration  Agreement is
hereby  amended by deleting  such section and  replacing  it with the  following
(solely for convenience changed language is italicized):

                  Minimum  Standards of an Independent UAC.  Following  complete
                  divestiture by Union Federal  Savings Bank of  Indianapolis of
                  its equity interest in UAC, UAC shall not,  subsequent to such
                  divestiture (i) (A) as at the end of each fiscal year, fail to
                  maintain  consolidated  shareholder's  equity  (calculated  in
                  accordance with generally accepted  accounting  principles) of
                  at  least  $50,000,000  and (B) as at the  end of each  fiscal
                  quarter, have a ratio of Consolidated Total Debt to the sum of
                  Subordinated Debt plus Consolidated Tangible Net Worth greater
                  than 7.5:1.0 (where the Warehouse  Facility  balances utilized
                  in  such  calculation  are  the  average  quarterly   balances
                  determined using the Warehouse Facility balances at the end of
                  each month in the relevant quarter) (capitalized terms used in
                  this clause are defined in Exhibit P) or (ii) have a long-term
                  senior  unsecured  debt  rating  lower  than  BB+  from  Fitch
                  Investors  Service,  Inc.  or the  equivalent  by  Moody's  or
                  Standard and Poor's.

         SECTION  2.  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  Company,   the  Transferor,   Union  Acceptance
Corporation,  the Collection Agent, the  Administrative  Agent or the Collateral
Agent under the Transfer and Administration Agreement.


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         SECTION 3.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 4. 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 5. Ratification. Except as expressly affected by the provisions
hereof,  the Transfer and  Administration  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 Transfer
and Administration Agreement to "this Agreement", "hereunder", "herein" or words
of like import shall mean and be a reference to the Transfer and  Administration
Agreement as amended by this Amendment.

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 9 as of the date first written above.

                                     ENTERPRISE FUNDING CORPORATION,
                                     as Company


                                       By: /s/ Stewert Cutler
                                      Name: Stewert Cutler
                                     Title:


                                     UNION ACCEPTANCE FUNDING CORPORATION
                                     as Transferor


                                     By: /s/ Leeanne W. Grazaini
                                              Name: Leeanne W. Grazaini
                                              Title: Vice President


                                     UNION ACCEPTANCE CORPORATION
                                     as Collection Agent


                                     By: /s/ Rick A. Brown
                                              Name: Rick A. Brown
                                              Title: Vice President and 
                                              Chief Financial Officer