Exhibit 4.10(c)
PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT ("Agreement") is made effective as of
the 22nd day of June, 2005 ("Effective Date"), by and among White River Capital,
Inc., an Indiana corporation (the "Borrower"), Castle Creek Capital Partners
Fund IIa, LP, and Castle Creek Capital Partners Fund IIb, LP (each a "Secured
Party" and, together, "Secured Parties") and Castle Creek Capital LLC ("Agent").
WHEREAS, each of the Secured Parties has made a loan to Borrower
respectively represented by two separate Secured Bridge Notes dated the date
hereof in the aggregate principal amount of up to $2,275,000 (collectively, the
"Notes");
WHEREAS, in consideration for the loan made by Secured Parties and as
evidenced by the Notes, Borrower and Secured Parties have agreed the Notes will
be ratably secured by a pledge of certain Restructured Subordinated Note(s) of
Union Acceptance Corporation ("UAC"), more specifically listed on Exhibit A,
hereto, purchased by Borrower with the proceeds of the Notes, including
reissuances thereof (collectively, the "Purchased UAC Notes");
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which consideration are hereby
acknowledged, the parties agree as follows:
1. Creation of Security Interest. Borrower hereby pledges and grants to
Agent for the benefit of each of the Secured Parties a continuing perfected lien
and security interest in the Purchased UAC Notes and any and all proceeds,
interest, distributions and any other property from time to time received,
receivable or otherwise paid in connection with the Purchased UAC Notes and any
renewals, replacements and substitutions of the Purchased UAC Notes
(collectively, the "Collateral") as security for the payment, performance and
observance of all Borrower's obligations under the Notes and under this
Agreement. Contemporaneously with purchasing the Purchased UAC Notes, UAC is
issuing to Borrower a new note evidencing the Purchased UAC Notes and reflecting
the transfer thereof to Borrower and Borrower is delivering such original
Purchased UAC Notes, with allonges executed in blank by Borrower attached
thereto, to Castle Creek Capital LLC, general partner of each of the Secured
Parties, to hold as agent for each of the Secured Parties, as their interests
may appear. The security interest granted hereby to Agent is for the ratable
benefit of the Secured Parties relative to the amounts outstanding under their
respective Notes and is pari passu in all respects.
2. Assurances; No Liens.
(a) Each party shall at the request of the other execute and deliver
all such further assignments and other documents and take all such further
action as the parties may reasonably request in order to effect the
purposes and provisions of this Agreement, including to perfect, continue,
better assure or confirm the rights of Agent in the Collateral.
(b) Borrower shall not sell, assign, pledge or allow any other persons
to put a lien on the Collateral, nor permit any other person to come in
possession of the Collateral.
(c) Borrower warrants and represents that Borrower owns the Purchased
UAC Notes free and clear of any liens or encumbrances, except as described
in this Agreement.
3. Payments on Collateral. So long as this Agreement is in effect, if
Borrower by reason of ownership of the Collateral shall become entitled to
receive, or shall receive, any payment of principal or interest thereon,
Borrower shall accept the same as Agent's agent and hold the same in trust for
Agent hereunder and deliver the same promptly to Agent, duly executed in blank,
to be paid by Agent to Secured Parties as prepayments on the Notes. All sums of
money so paid in respect of the Collateral shall, until paid or delivered to
Agent, be segregated from the other property or funds of Borrower and held by
Borrower in trust as additional security for the payment of the Notes. Borrower
shall give Agent immediate notice of any such distribution.
4. Events of Default. An Event of Default shall mean the occurrence or
existence of any one or more of the following events or conditions (whatever the
reason therefor and whether voluntary, involuntary or effected by operation of
law):
(a) Payments of Notes. The Borrower shall fail to pay any principal of
either Note or shall fail to pay any interest on either Note or any other
amount owing hereunder accordance with the terms hereof or thereof;
(b) Breach of Warranty. Any representation or warranty made by
Borrower herein shall prove to have been false or misleading in any
material respect as of the time it was made.
(c) Breach of Other Covenants. Borrower shall default in the
observance or performance of any other covenant, condition or provision
hereof and such default shall continue unremedied for a period of ten (10)
days after any officer of Borrower becomes aware of the occurrence thereof
(such grace period to be applicable only in the event such default can be
remedied by corrective action of Borrower as determined by the Agent in its
sole discretion);
(d) Involuntary Proceedings. A proceeding shall have been instituted
in a court having jurisdiction in the premises seeking a decree or order
for relief in respect of Borrower in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar
official) of Borrower for any substantial part of its property, or for the
winding-up or liquidation of its affairs, and such proceeding shall remain
undismissed or unstayed and in effect for a period of thirty (30)
consecutive days or such court shall enter a decree or order granting any
of the relief sought in such proceeding; or
(e) Voluntary Proceedings. Borrower shall: (i) commence a voluntary
case under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, (ii) consent to the entry of an
order for relief in an involuntary case under any such law, (iii) consent
to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property, (iv) make
a general assignment for the benefit of creditors, (v) fail
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generally to pay its debts as they become due, or (vi) take any action in
furtherance of any of the foregoing.
5. Note Register. At any time and from time to time (i) whether before or
after the occurrence of any Event of Default, Agent shall be entitled to
register this Agreement on the note ledger and/or books of record of the issuer
of the Collateral, and Borrower agrees to cause this Agreement to be so
registered, and (ii) after the occurrence of any Event of Default and the
continuance thereof, Agent shall be entitled to register any or all of the
Collateral in its name or the name of its nominee, and Borrower shall execute
such assignments and other documents, and take such other acts, all at
Borrower's expense, as Agent may from time to time reasonably request to
accomplish the foregoing
6. Representations and Warranties. Borrower hereby represents, warrants,
covenants and agrees that:
Borrower is and shall be at all times the record and beneficial owner of each of
the Collateral, and has and shall have at all times good and marketable title
thereto, free and clear of any and all liens, charges, claims and encumbrances,
except the security interest granted under this Agreement, and Borrower shall
defend such title against the claims and demands of all persons whomsoever. All
of the Collateral are duly authorized, have been validly issued.
This Agreement constitutes the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms except to the extent
that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law). This Agreement creates a valid security interest
in the Collateral and, upon delivery of the Purchased UAC Notes to Agent shall
constitute a valid first priority perfected lien on or security interest in the
Collateral.
No security agreement, financing statement, equivalent security or lien
instrument, or continuation statement covering all or any part of the Purchased
UAC Notes is on file or of record in any public office other than those
documents reflecting liens on the Purchased UAC Notes in favor of Agent.
Borrower's place where its records concerning the Collateral are kept is ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, and Borrower shall not change
such principal place of business or remove such records unless it has taken such
action as is necessary to cause the security interest of Agent and the Secured
Parties in the Collateral to continue to be perfected. Borrower shall not change
its principal place of business or the place where its records concerning the
Collateral are kept without giving at least 30 days prior written notice thereof
to Agent.
Borrower is incorporated in the State of Indiana. Borrower shall not change such
jurisdiction of incorporation unless it has given thirty (30) days written
notice to Agent in advance of initiating any change in jurisdiction.
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Borrower assumes full responsibility for taking any and all steps to preserve
rights with respect to the Collateral against all prior parties. Agent shall be
deemed to have exercised reasonable care in the preservation and custody of such
of the Collateral as may be in Agent's possession if Agent takes such action for
that purpose as Borrower shall reasonably request in writing; provided that such
requested action shall not, in the judgment of Agent, impair Agent's prior
security interest in such Collateral or its rights in or the value of such
Collateral; and provided further that such written request is received by Agent
in sufficient time to permit Agent to take the requested action. In the absence
of such written request, Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which Agent accords
its own property.
7. Preservation and Protection of Security Interest. Borrower shall
preserve and protect Agent's security interest in the Collateral and shall, at
its own cost and expense, cause such security interest in the Collateral to be
perfected and continue perfected so long as the Secured Obligations or any
portion thereof are outstanding and unpaid and so long as any portion of the
Notes shall remain unpaid, and for such purposes Borrower shall from time to
time at the request of Agent file or record, or cause to be filed or recorded,
such instruments, documents and notices (including, without limitation,
financing statements and continuation statements) or deliver to Agent such
instruments as Agent may deem necessary or advisable from time to time to
perfect and continue perfected such security interests. Borrower shall do all
such other acts and things and shall execute and deliver all such other
instruments and documents (including, without limitation, further security
agreements, pledges, endorsements, assignments and notices) as Agent may deem
necessary or advisable from time to time to perfect and preserve the priority of
such security interests in the Collateral, as a perfected security interest in
the Collateral, prior to the rights of any other secured party or lien creditor.
Agent, and its officers, employees and authorized agents, or any of them, are
hereby irrevocably appointed the attorneys-in-fact of Borrower to do, at
Borrower's expense, all acts and things which Agent may deem necessary or
advisable to preserve, perfect and continue perfected Agent's security interests
in the Collateral (including, without limitation, the signing of financing,
continuation or other similar statements and notices on behalf of Borrower),
which appointment is irrevocable and coupled with an interest.
8. Covenants of Borrower. Borrower covenants and agrees with Agent that
from and after the date of this Agreement and until the Notes are fully paid:
Borrower shall not create, permit or suffer to exist, and shall defend the
Collateral against, and take such other action as is necessary to remove, any
lien on or security interest in the Collateral (other than liens in favor of
Agent, for the benefit of the Secured Parties), and shall defend the right,
title and interest of Agent, for the benefit of the Secured Parties, in and to
any of such Borrower's right, title and interest in and to the Collateral and to
any proceeds thereof against the claims and demands of all other Persons
whomsoever.
Borrower shall not sell, assign, exchange or otherwise transfer, or grant
any options with respect to, any of the Collateral or any interest therein, or
attempt or contract to do so (other than the pledge and security interest
granted hereunder).
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Borrower shall advise Agent promptly, in reasonable detail, of (i) any lien,
security interest, encumbrance or claim made or asserted against any of the
Collateral and (ii) the occurrence of any other event which might have a
material adverse effect on the value of the Collateral or on the security
interests created hereunder.
From time to time upon the request of Agent, Borrower shall execute and deliver
such further documents and do such further acts and things as Agent may
reasonably request to effectuate the provisions of this Agreement.
9. Agent's Appointment as Attorney-in-Fact.
Upon the occurrence and during the continuance or existence of any Event of
Default, Borrower hereby irrevocably constitutes and appoints Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of Borrower and in the name of Borrower or in its own name, from time
to time in Agent's discretion, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement. Without limiting the generality of the foregoing and
subject to Borrower's rights under Section 5 hereof, Borrower hereby gives Agent
and any officer or agent thereof, as such attorney-in-fact, the power and right,
on behalf of Borrower, without notice to or assent by Borrower, to do the
following: (i) to direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due and to become due
thereunder directly to Agent or as Agent shall direct; (ii) to receive payment
of and receipt for any and all amounts due and to become due at any time in
respect of or arising out of any Collateral; (iii) to endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of
moneys due under any Collateral; (iv) to commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any portion thereof and to enforce any
other right in respect of the Collateral; (v) to defend any suit, action or
proceeding brought against Borrower with respect to any Collateral; (vi) to pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against the Collateral; (vii) to settle, compromise or
adjust any suit, action or proceeding described above and, in connection
therewith, to give such discharges or releases as Agent may deem appropriate;
and (viii) in connection with a bankruptcy or similar insolvency proceeding
involving the issuer of the Collateral to participate in any recapitalization,
reclassification, reorganization, consolidation, redemption, stock split, merger
or liquidation of the issuer of the Collateral affecting the Collateral and, in
connection therewith, may deposit or surrender control of the Collateral in
exchange therefore and take such other action as deemed proper by Agent in
connection therewith; and (ix) generally, to sell, transfer, pledge, vote, make
any agreement with respect to or otherwise deal with any of the Collateral as
fully and completely as though Agent were the absolute owner thereof for all
purposes, and to do, at Agent's option and at Borrower's expense, at any time,
or from time to time, all acts and things which Agent reasonably deems necessary
to protect, preserve or realize upon the Collateral and Secured Parties'
security interest therein, to effect the intent of this Agreement, all as fully
and effectively as Borrower might do.
Any and all such amounts received by Agent as attorney-in-fact for Borrower may,
in the sole discretion of Agent, be held by Agent as Collateral security.
Borrower hereby ratifies, to the
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extent permitted by law, all that such attorneys shall lawfully do or cause to
be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.
The powers conferred on Agent hereunder are solely to protect Agent's and each
Secured Party's interests in the Collateral and shall not impose any duty upon
it to exercise any such powers. Agent shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers, and neither it
nor any of its officers, managers, employees or agents shall be responsible to
Borrower for any act or failure to act, except for its own gross negligence or
willful misconduct.
Borrower also authorizes Agent, at any time and from time to time upon the
occurrence and during the continuance or existence of any Event of Default, to
execute, in connection with the sale provided for in Section 10 of this
Agreement, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral.
10. Remedies on Default.
If any Event of Default shall occur and be continuing or shall exist, Agent may,
with or without judicial process, and, without demand or notice (and if notice
is required by law, after ten days prior written notice), proceed to exercise
one or more of the rights and remedies accorded a secured party by the Uniform
Commercial Code as in effect in any applicable jurisdiction (the "UCC") and
otherwise by law or by the terms of this Agreement. Agent's rights and remedies
shall include, without limitation, the power to sell, lease, assign, give
options to purchase or otherwise dispose of and deliver all or any portion of
the Collateral at public or private sale or sales at such place and time and on
such terms as Agent may see fit, and to endorse in the name of the appropriate
Borrower any instrument representing Collateral. All of the rights and remedies
of Agent under this Agreement shall be cumulative and not exclusive of other
rights and remedies which it otherwise would have, whether under the Loan
Agreement, the UCC or otherwise. Agent shall not be under any obligation to
▇▇▇▇▇▇▇▇ any assets in favor of Borrower or any other Person or against or in
payment of all or any part of the Secured Obligations.
Borrower agrees that in any sale of any of the Collateral, Agent is authorized
to comply with any limitation or restriction in connection with such sale which
it is advised by its counsel is appropriate (i) to avoid violation of applicable
law (including, without limitation, procedures restricting the number of
prospective bidders and purchasers, requiring that prospective bidders and
purchasers have certain qualifications and restricting prospective bidders and
purchasers to persons who shall represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of any Collateral, or (ii) to obtain any required approval of such sale
or of a purchase of such sale by any governmental regulatory authority or
official. Borrower further agrees that such compliance shall not result in any
such sale being deemed not to have been made in a commercially reasonable
manner, nor shall Agent be liable or accountable to Borrower for any discount
allowed by reason of the fact that any Collateral are sold in compliance with
any such limitation or restriction. Agent shall be under no obligation to delay
the sale of any of the Collateral for the period of time necessary to permit
Borrower or any Subsidiary to register securities for public sale under the
Securities Act of 1933, as amended from time to time, or under applicable state
securities laws, even if Borrower would agree to do so.
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11. Application of Proceeds. Any Collateral (including Proceeds thereof)
held or realized upon at any time by Agent shall be applied as follows:
First, to reimburse Agent and the Secured Parties for expenses and fees incurred
for which Borrower is obligated to pay Agent under and in accordance with this
Agreement (including, without limitation, reasonable attorneys' fees and other
legal expenses);
Second, toward satisfaction of the Notes; and
Third, the balance, if any, to Borrower or as required by law.
If the proceeds of the Collateral together with the proceeds of any other
collateral granted to Agent, for the benefit of the Secured Parties, by
Borrower, and any of the sales or other dispositions thereof, shall be
insufficient to pay the amounts secured hereby, Borrower shall remain liable for
the deficiency.
12. Limitation on Agent's Duty in Respect of Collateral. Agent shall use
reasonable care with respect to the Collateral in its possession or under its
control. Except as provided in the previous sentence, Agent shall not have any
duty as to any Collateral in its possession or control or in the possession or
control of any agent or nominee of it or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. Upon request of Borrower, Agent shall account for any money received by
it in respect of any foreclosure on or disposition of the Collateral.
13. Taxes and Charges. Borrower shall pay and discharge all taxes, levies
and other impositions levied on Collateral (except to the extent that such
taxes, levies and other impositions shall not then be due or shall be contested
in good faith by appropriate proceedings diligently conducted; provided that
such reserves and other provisions as may be required by generally accepted
accounting principles have been duly made and recorded). If Borrower shall fail
to do so, Agent may (but shall not be obligated to) pay such taxes, levies or
impositions for the account of Borrower, the amount thereof shall be added to
the obligations secured hereby and shall be payable upon demand with interest
accruing thereon at the default rate accruing on the Notes.
14. Continuing Validity of Obligations.
The agreements and obligations of Borrower hereunder are continuing agreements
and obligations, and are absolute and unconditional irrespective of the
genuineness, validity or enforceability of any of the Notes or any other
instrument or instruments now or hereafter evidencing the Notes, this Agreement,
or any other agreement or agreements now or hereafter entered into by Borrower
or Agent which might otherwise constitute a legal or equitable discharge of such
agreements and obligations other than payment in full of the Notes.
Without limiting the foregoing, such agreements and obligations shall continue
in full force and effect as long as the Notes or any part thereof remains
outstanding and unpaid and shall remain in full force and effect without regard
to and shall not be released, discharged or in any way affected by (i) any
renewal, refinancing or refunding of the Notes in whole or in part, (ii) any
extension of the time of payment of any of the Notes or other instrument or
instruments now or
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hereafter evidencing the Notes or any part thereof, (iii) any compromise or
settlement with respect to the Notes or any part thereof, or any forbearance or
indulgence extended to Borrower, (iv) any amendment to or modification of the
terms of any of the Notes or other instrument or instruments now or hereafter
evidencing the Notes or any part thereof or any other agreement or agreements
now or hereafter entered into by Borrower or Agent, (v) any substitution,
exchange or release of, or failure to preserve, perfect or protect, or other
dealing in respect of, the Collateral or any other property or any security for
the payment of the Notes or any part thereof, (vi) any bankruptcy, insolvency,
arrangement, composition, assignment for the benefit of creditors or similar
proceeding commenced by or against Borrower, or (vii) any other matter or thing
whatsoever whereby any of the agreements and obligations of Borrower under the
Notes or of Borrower hereunder or any other agreement would or might otherwise
be released or discharged other than payment in full of the Notes. Borrower
hereby waives notice of the acceptance of this Agreement by Agent.
To the extent that Borrower makes a payment or payments to Agent or Agent
receives any payment or proceeds of the Collateral, which payment or proceeds or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or proceeds, the Notes or
part thereof intended to be satisfied and this Agreement shall be revived and
continue in full force and effect, as if such payment or proceeds had not been
received by such party.
15. Indemnification and Expenses. Borrower shall indemnify and hold
harmless Agent and each Secured Party from and against any and all claims and
losses arising out of or attributable to this Agreement, except claims and
losses arising from Agent's breach hereof or Agent's gross negligence or willful
misconduct. Borrower shall pay Agent on demand the amount of any out-of-pocket
expenses (including, without limitation, reasonable attorneys' fees) incurred by
Agent or either Secured Party in connection with the enforcement of this
Agreement and as otherwise provided in this Agreement.
16. Waivers and Notices. All notices, requests, demand directions and other
communications (collectively "Notices") given to or made upon any party hereto
under the provisions of this Agreement shall be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given (i)
when delivered personally to the recipient, (ii) 1 business day after being sent
to the recipient by reputable overnight courier service (charges prepaid), (iii)
1 business day after being sent to the recipient by facsimile transmission or
electronic mail, or (iv) 4 business days after being mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid, and
addressed to the intended recipient as set forth below:
If to Borrower: White River Capital, Inc.
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇, President
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With mandatory copy to:
▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Agent: Castle Creek Capital LLC
P.O. Box 1329
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇
No course of dealing between the Borrower and Agent, nor any failure to
exercise nor any delay in exercising, on the part of Agent, any right, power or
privilege hereunder shall operate as a waiver of such right, power or privilege,
nor shall any single or partial exercise of any right, power or privilege
hereunder or preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.
17. Termination; Distribution of Collateral. The security interest and
pledge created and granted hereunder shall terminate concurrently with the
payment in full or satisfaction and cancellation of the Notes ("Termination
Date"). On the Termination Date, the Collateral shall be returned to Borrower,
at Borrower's expense, the security interest in the Collateral shall terminate
and all obligations of Borrower under this Agreement (except for the provisions
of Sections 14, 15 and 16 hereof which shall survive) shall terminate.
18. Miscellaneous.
(a) This Agreement shall be governed by, interpreted and enforced, and
the rights and liabilities of the parties hereto determined, in accordance
with the internal laws (without regard to the conflicts of law provisions)
of the State of Indiana. If any term or provision of this Agreement shall,
for any reason, be held to be illegal, invalid or unenforceable under the
laws of any governmental authority to which this Agreement is subject, the
term or provision shall be deemed severed from this Agreement, and the
remaining terms and provisions shall be enforceable, to the fullest extent,
permitted by law.
(b) This Agreement shall inure to the benefit of and shall be binding
upon the respective successors, assigns and legal representatives of the
parties hereto.
(c) Captions used herein are inserted for reference purposes only and
shall not affect the interpretation or meaning of this Agreement.
(d) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
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(e) This Agreement may not be changed, modified or, except as provided
herein, terminated, in whole or in part, except by a written instrument
signed by the party against whom any such change, modification or
termination is sought to be enforced.
[remainder of page intentionally blank]
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IN WITNESS WHEREOF, Borrower, Secured Parties and Agent have caused this
Agreement to be executed as of the date first above written.
"BORROWER"
WHITE RIVER CAPITAL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: President and Chief Financial Officer
STATE OF CALIFORNIA )
) SS:
COUNTY OF SAN DIEGO )
Before me, a Notary Public, in and for said County and State appeared ▇▇▇▇
▇. ▇▇▇, the President and Chief Financial Officer of WHITE RIVER CAPITAL, INC.,
who acknowledged the execution of the foregoing Pledge and Security Agreement,
by and on behalf of such corporation.
WITNESS my hand and Notarial Seal this 22nd day of June 2005.
My commission expires:
February 3, 2009 /s/ Anamarta Laviaguerre
------------------------------ ------------------------------------
Notary Public - Signature
My county of residence is:
San Diego Anamarta Laviaguerre
------------------------------ -------------------------------------
Notary Public - Printed
"SECURED PARTY"
CASTLE CREEK CAPITAL PARTNERS FUND IIA, LP
By: Castle Creek Capital, LLC, its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Executive Vice President
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"SECURED PARTY"
CASTLE CREEK CAPITAL PARTNERS FUND IIB, LP
By: Castle Creek Capital, LLC, its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Executive Vice President
"AGENT"
CASTLE CREEK CAPITAL LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Executive Vice President
12
EXHIBIT A
PLEDGED NOTES
Restructured Subordinated Note No. 25, of Union Acceptance Corporation
Face Amount: $41,341,325.00
Issued to: White River Capital, Inc.