Exhibit 4.10(a)
SECURED BRIDGE NOTE
Indianapolis, Indiana
June 22, 2005
FOR VALUE RECEIVED, the undersigned, White River Capital, Inc., an Indiana
corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the
order of Castle Creek Capital Partners Fund IIa, LP (the "Lender"), the
principal sum of One Million Five Hundred Ninety-nine Thousand Four Hundred Four
and 53/100 Dollars ($1,599,404.53) on September 30, 2005, or, if earlier, the
date three business days following consummation of the subscription offering
described in ▇▇▇▇▇▇▇▇'s registration statement filed with the Securities and
Exchange Commission (Reg. No. 333-123909) ("Due Date").
This Note is secured by that certain Pledge and Security Agreement executed
by ▇▇▇▇▇▇▇▇ in favor of Lender and Castle Creek Capital Partners Fund IIb ("Fund
IIb") of even date herewith ("Pledge Agreement") wherein Borrower has pledged
the Purchased UAC Notes, as defined in the Pledge Agreement, to secure repayment
of this Note and a note of like tenor in favor of Fund IIb, ratably as their
respective interests may appear. The Borrower promises to pay interest on the
unpaid principal amount outstanding hereunder from time to time from the date
hereof until such principal amount is paid in full at a rate of 10.75% per
annum, based on 360 day year consisting of twelve 30-day months. Accrued and
unpaid interest is payable on the Due Date. Any unpaid principal amount
remaining outstanding after the Due Date or after the occurrence and during the
continuance of an Event of Default (as defined in the Pledge Agreement) shall
bear interest at the default rate of 13.75% per annum. Notwithstanding anything
herein to the contrary, at no time shall the interest payable hereunder exceed
the maximum amount allowable by applicable law most favorable to Lender; in the
event interest hereunder shall exceed such maximum amount, all such excess
interest shall be promptly credited or refunded to Borrower.
Both principal and interest are payable in lawful money of the United
States of America to such domestic account as the Lender may designate. Borrower
may make prepayments of the principal hereof together with accrued interest
prior to the maturity hereof, without penalty or premium. Upon each prepayment
of principal and/or interest, Lender shall make a notation either on a schedule
to be attached hereto, or in ▇▇▇▇▇▇'s own books and records, in each case
specifying the amount prepaid; provided that the failure of the Lender to make
any such recordation or notation shall not affect the obligations of the
Borrower hereunder. Such notations, in the absence of manifest error, shall be
conclusive of the amount of principal and/or interest paid on this Note.
Demand, presentment, protest and notice of nonpayment are hereby waived by
the Borrower. All amounts payable under the terms of this Note shall be payable
with expenses of collection, including attorney's fees, and without relief from
valuation and appraisement laws.
No delay or omission on the part of the holder hereof in the exercise of
any right or remedy will operate as a waiver thereof, and no single or partial
exercise by the holder hereof of any right or remedy will preclude other or
further exercise thereof or of any other right or remedy.
This Note 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.
WHITE RIVER CAPITAL, INC.
as the Borrower
By: /s/ ▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇
Title: President and Chief Financial Officer