Exhibit 4.5(a)
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REVOLVING NOTE
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Indianapolis, Indiana
April 21, 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 $84,364.20, or, if less, the aggregate unpaid amount of all
advances made hereunder by the Lender to the Borrower on August 16, 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").
▇▇▇▇▇▇ may make advances hereunder upon the request of Borrower solely to
fund ▇▇▇▇▇▇▇▇'s operating expenses, such as employee compensation, and not to
fund Transaction Expenses as defined in the Warrant Issuance Agreement dated
March 9, 2005, among Borrower, Lender, Castle Creek Capital LLC, Castle Creek
Capital Partners Fund IIb, LP and Union Acceptance Corporation. The Borrower
promises to pay interest on the unpaid principal amount outstanding hereunder
from time to time from the date such principal amount is advanced until such
principal amount is paid in full at a rate of 10% per annum, based on 360 day
year consisting of twelve 30-day months. Accrued and unpaid interest is payable
on the Due Date.
Both principal and interest are payable in lawful money of the United
States of America to such domestic account as the Lender may designate. At the
time of each advance, and upon each payment or prepayment of principal of each
advance, the 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
of such advance, or the amount of principal paid or prepaid with respect to such
advance, as the case may be; provided that the failure of the Lender to make any
such recordation or notation shall not affect the obligations of the Borrower
hereunder.
Borrower may make prepayments of the principal hereof together with accrued
interest prior to the maturity hereof, without penalty or premium.
Demand, presentment, protest and notice of nonpayment are hereby waived by
the Borrower. All amounts payable under the terms of this Revolving Note shall
be payable with expenses of collection, including attorney's fees, and without
relief from valuation and appraisement laws.
This Revolving 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