AMENDMENT NUMBER 6 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 6 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"), dated as of July 29, 1997 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 and  Amendment  No. 4 dated April 25, 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. I of the Transfer and Administration Agreement is hereby
amended by deleting the  definition of Transfer  Price and replacing it with the
following (solely for convenience changed language is italicized):

                  "Transfer Price" shall mean, with respect to any Transfer,  an
         amount  equal  to  the  applicable  Transfer  Price  Percentage  of the
         aggregate  Outstanding  Balance of all Eligible  Receivables  for which
         funding   hereunder  is  requested  by  the  Transferor  in  connection
         therewith."

         (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:

                  "Investment  Grade  Rating"  shall  mean a rating  of at least
         "BBB" by  Standard  & Poor's,  Fitch  Investor  Service,  LLP or Duff &
         Phelps Credit Rating Co., and/or "Baa" by Moody's.

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

                  "Ratio of Actual Losses to Maximum  Losses" shall mean, on any
         date of  determination,  the  percentage  equal to the ratio of (i) the
         aggregate Actual Net Loss

                                                        -1-

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         for all Monthly  Groups to (ii) the aggregate  Maximum Net Loss for all
         Monthly  Groups,  such ratio to be rounded to the nearest  hundredth of
         one percent."

         (d) Section 1. I of the Transfer and Administration Agreement is hereby
amended  by  the  addition  of  the  following  definition  in  the  appropriate
alphabetic location:

                  "Securitized   Pool"  shall  mean  each  pool  of  receivables
         directly  or  indirectly  transferred  by  the  Transferor  or UAC to a
         securitization  vehicle in a structured finance  transaction  involving
         non-prime automobile  installment sales contracts and installment notes
         and security agreements, similar to the Contracts."

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

                  "Transfer  Price  Percentage"  shall  mean,  for  any  date of
         determination,   the  percentage   specified  in  the  following  table
         corresponding to the related Ratio of Actual Losses to Maximum Losses:

         Ratio of Actual Losses                           Transfer Price
         to Maximum Losses                                Percentage

         70% and less                                     87.00%

         70.01 to 80.00%                                  84.00%

         80.01% to 90.00%                                 80.00%

         90.01% to 100.00%                                75.00%

         Greater than 100.00%                             N/A, Termination Event

provided that in no case will (i) 100% minus (x) the Transfer  Price  Percentage
plus (y) the amount on deposit in the Reserve  Account  (after  giving effect to
any withdrawal therefrom on the date of determination) expressed as a percentage
of the Maximum Net Investment be less than (ii) the enhancement required for the
most recent Securitized Pool to achieve an Investment Grade Rating."

         SECTION  2.  Other  Amendments.  (a) The  references  in the  following
Sections which refer to "87%" (which  references  were put in effect pursuant to
Amendment  No. 4) which appear in Sections  2.2(b)(i),  2.5(a)(iii)(A),  2.9(b),
2.13(a)(vi),  2.14(a)(i),  2.17(a)(i)(x),  3.1(m),  and  7.1(k)(ii)  are  hereby
amended to read "the then applicable Transfer Price Percentage."

         (b) The  reference to WV in Section  2.13(a)(iv)  is hereby  amended to
read "the then applicable Transfer Price Percentage."

                                                        -2-

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         SECTION  3.  Exhibits.  Exhibit D to the  Transfer  and  Administration
Agreement is hereby deleted and replaced with Exhibit D attached hereto.

         SECTION 4. Representations and Warranties.  The Transferor hereby makes
to the Company,  on and as of the date hereof,  all of the  representations  and
warranties  set  forth  in  Section  3.1  of  the  Transfer  and  Administration
Agreement,  except  to the  extent  that any  such  representation  or  warranty
specifically refers to an earlier date. In addition, the Collection Agent hereby
makes to the Company, on the date hereof, all the representations and warranties
set forth in Section 3.2 of the Transfer and Administration Agreement, except to
the extent that any such  representation or warranty  specifically  refers to an
earlier date.

         SECTION  5.  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 6.  Governing  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. 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 8. 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.

              [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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         EXHIBIT D
                  Max. Net-Loss to-
                  Beginning Balance
    Month                Ratios
        1                 0.52%
        2                 1.03%
        3                 1.29%
        4                 1.73%
        5                 2.04%
        6                 2.32%
        7                 2.72%
        8                 3.01%
        9                 3.38%
       10                 3.67%
       11                 4.00%
       12                 4.29%
       13                 5.34%
       14                 5.67%
       15                 6.08%
       16                 6.40%
       17                 6.80%
       18                 7.13%
       19                 7.34%
       20                 7.54%
       21                 7.90%
       22                 8.16%
       23                 8.41%
       24                 8.65%
       25                 8.89%
       26                 9.25%
       27                 9.48%
       28                 9.71%
       29                 9.94%
       30                10.46%
       31                10.67%
       32                10.89%
       33                11.10%
       34                11.30%
       35                12.05%
       36                12.24%
       37                12.28%
       38                12.32%
       39                12.43%

                                                        -5-

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       40                12.54%
       41                12.64%
       42                12.95%
       43                13.04%
       44                13.14%
       45                13.22%
       46                13.30%
   47 &UP                13.50%