AMENDMENT NUMBER 6 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 6 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated as of December 23, 1996 between  UNION  ACCEPTANCE  FUNDING
CORPORATION,  a Delaware  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),   UNION  ACCEPTANCE  CORPORATION,   an  Indiana  corporation,  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 June 27, 1995,  as
amended as of September 8, 1995, September 29, 1995, March 1, 1996, September 5,
1996 and October 31, 1996 (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  the  addition  of  the  following  definition  in  the  appropriate
alphabetic location:

                  "Acquisition  Subsidiary" shall mean a wholly owned subsidiary
         of UAC which has entered  into (i)  agreements  with dealers in certain
         states for the  origination  or  purchase of  Receivables,  and (ii) an
         agreement  with UAC  pursuant  to which UAC  acquires  all  Receivables
         originated or purchased by such Acquisition Subsidiary.

         (b) The  definition  of  "Eligible  Receivables"  is hereby  amended by
deleting  paragraph  (i)  therefrom  and  replacing it with the  following  text
(solely for convenience of reference, the revised language in this definition is
italicized):

                  "(i) (A) which  shall have been  either (x)  originated  by or
         through a factory  authorized  dealer  located in the United States and
         which,  together  with the Contract  related  thereto,  shall have been
         validly  assigned by such dealer to an Acquisition  Subsidiary,  UAC or
         UFSB pursuant to the terms of such Contract, for the retail sale of the
         related Financed Vehicle in the ordinary course of its business,  shall
         have been validly  assigned to UAC if such Receivable had been assigned
         by such a dealer to an Acquisition Subsidiary,  shall have been validly
         assigned to UAC if such  Receivable  had been assigned by such a dealer
         to UFSB,  shall have been fully and  properly  executed  by the parties
         thereto, and

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         shall have been advanced  directly to or for the benefit of the Obligor
         for the purchase of the related Financed Vehicle,  or (y) originated by
         an  Acquisition  Subsidiary  or UAC, for the retail sale of the related
         Financed  Vehicle in the ordinary  course of its  business,  shall have
         been validly  assigned to UAC if such Receivable had been originated by
         an Acquisition Subsidiary,  shall have been fully and properly executed
         by the parties thereto, and shall have been advanced directly to or for
         the  benefit of the Obligor  for the  purchase of the related  Financed
         Vehicle,  (B) shall have been sold by UAC to the Transferor pursuant to
         the Sale and Purchase  Agreement and to which the  Transferor  has good
         title  thereto,  free and  clear  of all  Adverse  Claims,  and (C) the
         Contract  related to which  shall  contain  customary  and  enforceable
         provisions  such that the rights  and  remedies  of the holder  thereof
         shall be adequate for the  realization  against the  collateral  of the
         benefits of the security provided thereby;

         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.

         SECTION 3. Consent to Amendment of Sale and Purchase Agreement. Without
implying  any  amendment  or future  waiver of rights by the  Company  under the
Transfer  and  Administration  Agreement,  the  Company  hereby  consents to the
execution and delivery by the Transferor of the Second Amendment and Restatement
of Sale and Purchase Agreement dated as of December 23, 1996.

         SECTION 4. Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

         SECTION 5. 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 6. 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

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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.

         (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 6 as of the date first written above.

                                   ENTERPRISE FUNDING CORPORATION,
                                            as Company



                                   By:  /s/ Stewart L. Cutler
                                        ----------------------------------------
                                            Name: Stewart L. Cutler
                                            Title: Vice President


                                   UNION ACCEPTANCE FUNDING
                                   CORPORATION
                                            as Transferor



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



                                   UNION ACCEPTANCE CORPORATION
                                            As Collection Agent



                                   By:  /s/ John M. Stainbrook
                                        ----------------------------------------
                                            Name: John M. Stainbrook
                                            Title: President








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