Exhibit 4.4(a)

                                                                  EXECUTION COPY


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                            WHITE RIVER CAPITAL, INC.



                                   $15,000,000


                         Secured Note due April 1, 2010




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                             NOTE PURCHASE AGREEMENT


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                               Dated March 9, 2005






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________________________________________________________________________________

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                            WHITE RIVER CAPITAL, INC.
                          ATTN: MARK R. RUH, PRESIDENT
                          C/O CASTLE CREEK CAPITAL LLC
                                  6051 EL TORDO
                                  P.O. BOX 1329
                        RANCHO SANTA FE, CALIFORNIA 92067
                            Telephone: (858) 759-6042
                            Facsimile: (858) 756-8301



                      10.75% Secured Note due April 1, 2010



                                                                   March 9, 2005

To Each of the Purchasers Listed in
  the Attached Schedule A

Ladies and Gentlemen:

     White River Capital,  Inc., a corporation  organized  under the laws of the
State of Indiana (the "Company"),  agrees with each of the purchasers  listed in
the attached Schedule A (the "Purchasers") as follows:

ARTICLE 1. AUTHORIZATION OF ISSUANCE OF NOTES.

     The  Company  has  authorized  the  issue  and  sale to the  Purchasers  of
$15,000,000  in  principal  amount of its 10.75%  Secured Note due April 1, 2010
(the  notes  being  referred  to herein  as the  "Notes").  The  Notes  shall be
substantially  in the  form  set out in  Exhibit  1. The  terms  and  provisions
contained in the Notes shall  constitute,  and are hereby expressly made, a part
of this Agreement and,  accordingly,  each of the Purchasers and the Company, by
its respective execution and delivery of this Agreement,  expressly agree to the
terms  and  provisions  thereof  and to be bound  thereby.  In the  event of any
conflict  between the terms of the Notes and the terms of this  Agreement,  this
Agreement shall control.

ARTICLE 2. SALE AND PURCHASE OF NOTES.

     Sale and  Purchase.  Subject  to the  terms  and  conditions  of this  Note
Purchase  Agreement (the  "Agreement"),  the Company will issue and sell to each
Purchaser,  and each  Purchaser  will purchase  from the Company,  the aggregate
principal  amount  of the  Notes  set forth  opposite  the  Purchaser's  name on
Schedule  A at a purchase  price  equal to 100% of the  principal  amount of the
Notes (the "Purchase  Price").  The obligations  hereunder of each Purchaser are
several and not joint,  and each of the Purchasers  shall have no obligation and
no liability to any Person for the  performance or  nonperformance  hereunder by
any other Purchaser.




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     Section 2.1 Restricted  Securities.  Each  Purchaser,  and each  subsequent
holder of any Note), by such Purchaser's or the subsequent  holder's  acceptance
thereof  agrees that no  transfer or sale  (including,  without  limitation,  by
pledge or  hypothecation) of the Notes which is otherwise  permitted  hereunder,
other than a transfer or sale to the  Company,  shall be  effective,  unless the
transfer or sale is made:

          (a)  pursuant  to  an  effective   registration  statement  under  the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  and a valid
     qualification under applicable state securities or "blue sky" laws; or

          (b)  without  the  registration  or  qualification  as a result of the
     availability  of an exemption  therefrom  and, if requested by the Company,
     counsel for such holder of Notes shall have  furnished  the Company with an
     opinion,  satisfactory in form and substance to the Company,  to the effect
     that  no  registration  is  required  because  of  the  availability  of an
     exemption from the registration requirements of the Securities Act.

     Section 2.2 Guaranty and Pledge.  The Note shall be secured by (i) a pledge
of 100% of the ownership  interests in Coastal Credit,  LLC, a Virginia  limited
liability company ("Coastal")  pursuant to a Pledge Agreement,  in substantially
the form of Exhibit 2 between  the Company  and the  Purchaser;  and (ii) by the
Subordinated  Guaranty of Coastal,  in substantially the form of Exhibit 3. This
Note Purchase  Agreement,  the Note, the Pledge  Agreement and the  Subordinated
Guaranty  are  collectively  referred  to  as  "Collateral  Documents"  and  the
Company's   obligations  to  Purchaser   under  the  Collateral   Documents  are
collectively referred to as the "Obligations".

ARTICLE 3. CLOSING.

     The sale and purchase of the Notes  contemplated  hereby shall occur at the
offices of Barnes &  Thornburg  LLP,  11 South  Meridian  Street,  Indianapolis,
Indiana at 8:00 a.m.  (EST),  (the  "Closing")  on the date that all  conditions
precedent to the Closing are first  satisfied  or on such other  business day as
may be agreed upon by the Company and the Purchasers in writing. At the Closing,
the Company  will  deliver to each  Purchaser  the Notes to be  purchased by the
Purchaser  in a single Note dated the date of the Closing (the  "Closing  Date")
and made  payable to the  Purchaser,  against  delivery by the  Purchaser to the
Company of the  Purchaser's  Purchase  Price,  by wire  transfer of  immediately
available  funds for the account of the Company to the account  specified to the
Purchaser in writing by the Company.

ARTICLE 4. CONDITIONS TO CLOSING; TERMINATION.

     Section 4.1 Conditions to Purchaser's Obligation to Close. Each Purchaser's
obligation to purchase and pay for the Notes to be sold to that Purchaser at the
Closing is subject to the fulfillment to the Purchaser's satisfaction,  prior to
or at the Closing of the following conditions:

          (a)  The  representations  and  warranties  of  the  Company  in  this
     Agreement shall be true in all material  respects when made and at the time
     of the Closing, as applicable.

          (b) The Company shall have  delivered the Note,  the Pledge  Agreement
     and the Subordinated  Guaranty duly executed by the Company and Coastal, as
     applicable.



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          (c) The Registration  Statement for the shares of the Company's common
     stock  to be  issued  pursuant  to the Plan of  Exchange  shall  have  been
     declared  effective  and the  exchange  of shares  pursuant  to the Plan of
     Exchange shall have been consummated.

          (d) The Registration  Statement for the shares of the Company's common
     stock to be issued in the  Subscription  Offering  shall have been declared
     effective, the Subscription Offering shall have closed.

          (e) All conditions  precedent to the  obligations of UAC  restructured
     noteholders to deliver and sell their UAC restructured and accrual notes to
     the  Company in  connection  with the  Noteholder  Buyout  pursuant  to the
     noteholder  tender  agreements in effect on the date hereof shall have been
     met.

          (f) There shall not be pending by or before any court or  governmental
     authority any suit, action or proceeding challenging or seeking to restrain
     or prohibit,  or to obtain material  damages in respect of the Transactions
     contemplated  herein and the Registration  Statement or that has had or may
     have,  in the  reasonable  judgment of the  Purchaser,  a Material  Adverse
     Effect on the Company or Coastal.

          (g)  All  conditions  precedent  to the  Closing  of the  transactions
     contemplated in the Coastal Purchase Agreement shall have been satisfied or
     shall be prepared to be satisfied simultaneously with the Closing.

          (h) The Company  shall have paid  Purchasers a $150,000  cash facility
     fee related to the transactions contemplated hereby.

          (i) Barnes & Thornburg LLP,  legal counsel to the Company,  shall have
     delivered an opinion to the Purchasers in the form of Exhibit 4.

          (j) Holders of  Coastal's  outstanding  subordinated  notes shall have
     agreed to subordinate  Coastal's  obligations under such subordinated notes
     to  Coastal's  guaranty  obligations  to Purchaser  under the  Subordinated
     Guaranty in the form of Exhibit 5.

     Section 4.2  Termination.  This  Agreement may be terminated  (a) by mutual
written agreement of the Company and each Purchaser,  or (b) upon written notice
from either  party to the other after  August 15,  2005,  if the Closing has not
occurred on or before such date.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to each of the Purchasers,  as follows;
provided,  that only the  representations  set forth in Sections 5.1 through 5.4
shall be deemed made as of the date hereof  and, if the Closing  occurs,  all of
the following representations shall be deemed made by the Company as of the date
of Closing.



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     Section 5.1  Organization  and Good  Standing The Company is a  corporation
duly formed and  validly  existing  under the laws of the State of Indiana  with
full power and  authority to conduct its business as it is now being  conducted,
to own or use the  properties  and assets  that it purports to own or use and to
perform  the  business  described  in the  Registration  Statement.  Neither the
ownership nor use of the properties  owned or used by Company,  or the nature of
the  activities  conducted  by it,  requires  the Company to be  qualified to do
business as a foreign legal entity in any state.  Notwithstanding the foregoing,
Company has conducted no business operations since its incorporation on December
30, 2004,  other than activities  associated with the planning,  negotiation and
consummation of the transactions  contemplated  herein,  including,  the Plan of
Exchange,  the  Subscription  Offering,  the Coastal Purchase and the Noteholder
Buyout.

     Section 5.2 Authority; No Conflict

          (a) The  Company has full power and  authority  to execute and deliver
     this Agreement and the other documents and agreements  contemplated by this
     Agreement to be executed and  delivered by the Company,  and to perform the
     Obligations.

          (b) The  execution  and delivery by the Company of this  Agreement and
     the other  documents and  agreements  contemplated  by this Agreement to be
     executed  and  delivered by the Company  have been duly  authorized  by all
     necessary  action on the part of the Company.  This  Agreement  constitutes
     and,  when  issued,  executed  and  delivered,  each of the Notes and other
     Collateral  Documents to which the Company is a party will constitute,  the
     legal,  valid, and binding obligation of the Company,  enforceable  against
     the Company in accordance with their  respective  terms.  When executed and
     delivered by Coastal,  the Subordinated  Guaranty will constitute the legal
     valid and binding  obligation of Coastal,  enforceable  against  Coastal in
     accordance with its terms.

          (c) Neither  the  execution  and  delivery  of this  Agreement  by the
     Company or the other documents and agreement contemplated by this Agreement
     to be  executed  and  delivered  by the  Company  nor the  consummation  or
     performance of any of the transactions contemplated herein or therein will,
     directly or indirectly (with or without notice or lapse of time):

               (i)  contravene,  conflict  with, or result in a violation of (A)
          any provision of the organizational  documents of the Company,  or (B)
          any resolution adopted by the board of directors of the Company;

               (ii)  contravene,  conflict with, or result in a violation of, or
          give any governmental authority or other person the right to challenge
          any of the transactions contemplated herein or to exercise any remedy,
          or obtain any  relief,  under any law or any court  order to which the
          Company,  or any of the assets  owned or used by the  Company,  may be
          subject;

               (iii) contravene,  conflict with, or result in a violation of any
          of the terms or requirements  of, or give any  governmental  authority
          the right to revoke, withdraw,  suspend, cancel, terminate, or modify,
          any



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          governmental  authorization  or permit  that is held by the Company or
          that otherwise  relates to the business of, or any of the assets owned
          or used by, the Company;

               (iv)  contravene,  conflict  with,  or result in a  violation  or
          breach of any  provision of, or give any Person the right to declare a
          default or exercise any remedy under, or to accelerate the maturity or
          performance  of, or to  cancel,  terminate,  or modify,  any  material
          contract to which the Company, Buyer or its assets are subject; or

               (v)  result  in  the  imposition  or  creation  of  any  lien  or
          encumbrance upon or with respect to any of the assets owned or used by
          the Company,  except as  otherwise  expressly  contemplated  under the
          terms of this Agreement.

          (d) No  consent is  required  in  connection  with the  execution  and
     delivery  by  the  Company  of  this  Agreement  or  the   consummation  or
     performance  of any of the  transactions  contemplated  herein  other  than
     regulatory  clearance and investments by subscribers in connection with the
     Subscription  Offering or as described in the Registration  Statement.  All
     Class 3 claimants and  approximately  81% of Class 4 claimants  under UAC's
     Plan  of  Reorganization  have  agreed  in  writing  to  tender  their  UAC
     restructured and accrual notes to the Company for purchase  pursuant to the
     Noteholder Buyout following the Closing.

     Section 5.3 Certain  Proceedings  There is no pending legal proceeding that
has been  commenced  against the Company  and that  challenges,  or may have the
effect of preventing,  delaying,  making illegal, or otherwise interfering with,
any of the  transactions  contemplated by this  Agreement,  and to the Company's
knowledge, no such proceeding has been threatened.

     Section  5.4 Brokers of Finders  Except as  described  in the  Registration
Statement, the Company has no obligation or liability,  contingent or otherwise,
for brokerage or finders' fees or agents'  commissions or other similar  payment
in connection with this Agreement.

                                      * * *

     As of the date of the Closing:

     Section 5.5 Coastal Credit Representations.  The representations of Coastal
set forth in the Coastal Purchase Agreement are true as of the Closing date. The
Company has provided a true and complete copy of the Coastal Purchase  Agreement
to Purchaser.

     Section 5.6  Recapitalization  Status. The Registration  Statement has been
declared  effective by the Securities and Exchange  Commission and no stop order
has been issued with  respect to the  Registration  Statement  by the SEC or any
state  securities  governmental  authority.  The Plan of Share Exchange has been
consummated and UAC is a wholly-owned  subsidiary of Company.  The  Subscription
Offering  has been  consummated  and the net cash  proceeds of the  Subscription
Offering  (taken together with



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the proceeds of sale of the Notes) are sufficient to fund the cash consideration
to be paid at Closing  for the  purchase of Coastal  and (after  taking  account
funds to be made  available to Company by Coastal and funds  available  for such
purpose from UAC in accordance with the Plan of  Reorganization)  the Noteholder
Buyout.

     Section 5.7 Financial Statements.  The Registration Statement contains: (a)
audited  consolidated  financial  statements  of UAC as of December 31, 2004 and
2003 and the related  statements of  operations,  shareholders'  equity and cash
flows for the years then ended  ("UAC  Annual  Financial  Statements"),  and (b)
audited  balance  sheet of Company  as of  December  31,  2004  ("Buyer  Balance
Sheet").  The UAC Annual  Financial  Statements  and the Company  Balance  Sheet
present  fairly  in all  material  respects  the  financial  position  of UAC or
Company, as applicable, as of December 31, 2004 and 2003 and with respect to UAC
the results of its  operations  and its cash flows for the years then ended,  in
accordance  with (x)  accounting  policies and  practices  consistently  applied
throughout  the  periods  included  therein  and (y) GAAP  consistently  applied
throughout the periods included therein.

     Section 5.8 Offices and Other Properties;  Encumbrances  Section 5.8 of the
Company  Disclosure  Letter  contains a complete and  accurate  list of all real
property,  leaseholds,  or other interests in real property owned by the Company
and UAC.  Except as described in Section 5.8 of the Company  Disclosure  Letter,
the Company owns (subject only to matters that would not  reasonably be expected
to have a Material Adverse Effect and to the matters  permitted by the following
sentence) all the  properties and assets  (whether  real,  personal or mixed and
whether tangible or intangible) that it purports to own. All material properties
and assets of the Company are free and clear of all encumbrances and are not, in
the  case  of  real  property,  subject  to any  rights  of  way,  building  use
restrictions,  exceptions,  variances or,  reservations  or  limitations  of any
nature, except, with respect to all such properties and assets, (a) mortgages or
security interests  disclosed in Section 5.8 of the Company Disclosure Letter as
securing specified liabilities or obligations,  with respect to which no default
(or  event  that,  with  notice  or lapse of time or both,  would  constitute  a
default) exists; (b) mortgages or security interests incurred in connection with
the purchase of property or assets (such mortgages and security  interests being
limited to the property or assets so acquired), with respect to which no default
(or  event  that,  with  notice  or lapse of time or both,  would  constitute  a
default) exists; and (c) liens for current taxes not yet due.

     Section 5.9 No Undisclosed  Liabilities Neither the Company nor UAC has any
material  liabilities  or  obligations  of any nature  that are  required  to be
reflected on a balance sheet in accordance  with GAAP or in accordance  with the
Company's accounting policies and practices  consistently applied by the Company
that are not set  forth on the UAC  Annual  Financial  Statements,  the  Company
Balance  Sheet,  or  incurred  after the date  thereof  in  connection  with the
transactions   contemplated  herein  or  in  the  ordinary  course  of  business
(including   anticipated   non-recourse   refinancings  by  UAC   Securitization
Corporation of outstanding  previously  securitized  receivables consistent with
prior practice).

     Section 5.10 Taxes

          (a) The Company  and UAC have  timely  filed or caused to be filed all
     tax returns  required to be filed on or prior to the date  hereof,  and all
     such tax



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     returns were correct and complete in all material respects. The Company and
     UAC have paid all taxes that are shown to be due on any such tax returns.

          (b) No  outstanding  waivers  or  comparable  consents  regarding  the
     application of the statute of limitations  with respect to any taxes or tax
     returns  of the  Company  and UAC have  been  given by or on  behalf of the
     Company or UAC.

          (c) Except as  disclosed  in Section  5.10 of the  Company  Disclosure
     Letter, to the knowledge of the Company,  there is no suit, audit, claim or
     assessment  pending or  proposed  in writing  with  respect to taxes of the
     Company or UAC.

          (d) Except as  disclosed  in Section  5.10 of the  Company  Disclosure
     Letter,  there are no Encumbrances for taxes upon the assets of the Company
     or UAC.

          (e)  There  are no  written  assessments  of  taxes  from  any  taxing
     authority against the Company or UAC.

          (f) All tax deficiencies which have been claimed,  proposed,  asserted
     against the Company an UAC have been fully paid and finally settled, and no
     issue has been raised in any examination by any taxing authority,  which by
     application of similar principles may be expected to result in the proposal
     or assertion of a tax deficiency for another year not so examined.

          (g) There are no tax sharing  agreements or similar  arrangements with
     respect to or involving the Company or UAC.

          (h) The Company and UAC have withheld,  collected or otherwise accrued
     all taxes or amounts  they were  required to withhold or collect  under any
     applicable federal,  state or local law in connection with the business and
     operations  of the  Company and UAC,  including,  without  limitation,  any
     amounts required to be withheld or collected with respect to employee state
     and  federal  income  tax  withholding,   social   security,   unemployment
     compensation,  sales or use taxes or workmen's  compensation,  and all such
     amounts have been timely remitted to the proper authorities.

     Section 5.11 No Material  Adverse  Effect.  Since December 31, 2004, to the
knowledge  of the  Company,  there  has not been  any  Material  Adverse  Effect
regarding the Company and UAC, taken as a whole.

     Section 5.12 Employee Benefits

          (a) Section 5.12 of the Company  Disclosure  Letter lists all employee
     benefit plans maintained by,  contributed to or with respect to which there
     is or would be any obligation or liability of the Company or UAC, including
     all employment  agreements and other agreements or arrangements  containing
     "golden  parachute" or other  similar  provisions,  incentive  compensation
     agreements, and deferred compensation agreements.  Except for such plans so


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     listed neither the Company nor UAC sponsors, maintains, contributes, or has
     liability  with  respect  to any plan  program,  fund or  arrangement  that
     constitutes  an employee  benefit plan, and neither the Company nor UAC has
     any  obligation to  contribute  to or accrue or pay any benefits  under any
     deferred compensation or retirement arrangement on behalf of any current or
     former employee or employees (such as, for example, and without limitation,
     any individual  retirement  account or annuity,  any "excess  benefit plan"
     (within the meaning of Section 3(36) of ERISA). Neither the Company nor UAC
     is required to  contribute  to any employee  benefit  plan  pursuant to the
     provisions of any collective  bargaining  agreement  establishing the terms
     and conditions of employment of any of the Company's and UAC's employees.

          (b) All plans listed on Section 5.12 of the Company  Disclosure Letter
     and the  administration  thereof are in compliance in all material respects
     with their terms and all applicable provisions of ERISA and the regulations
     issued thereunder,  as well as with all other applicable federal, state and
     local statutes, ordinances and regulations.

          (c) Company has no unfulfilled contribution obligations as of the date
     of this  Agreement  with  respect to any plan listed on Section 5.12 of the
     Company Disclosure Letter.

          (d) The consummation of the transactions  contemplated herein will not
     constitute  a default or a triggering  event under any of the  Company's or
     UAC's  listed  plans  that  (either  alone  or upon the  occurrence  of any
     additional  or  subsequent  event)  will result in any  liability,  payment
     (whether of severance pay or otherwise),  acceleration, vesting or increase
     in benefits to any person or entity.

          (e) All such plans listed on Section 5.12 of the Company's  Disclosure
     Letter that are intended to qualify (the "Company's Qualified Plans") under
     Section  401(a) of the Code have been  determined  by the Internal  Revenue
     Service to be so qualified,  and copies of such determination  letters have
     been provided to the Company.  All reports and other documents  required to
     be filed with any governmental  agency or distributed to plan  participants
     or beneficiaries (including,  but not limited to, actuarial reports, audits
     or tax returns) have been timely filed or distributed. Neither the Company,
     UAC, any such plan,  or, to the knowledge of the Company,  any other person
     has engaged in any transaction  with any plan which is prohibited under the
     provisions  of Section  4975 of the Code or Section  406 of ERISA.  No such
     Plan has incurred an accumulated funding deficiency,  as defined in Section
     412(a) of the Code and Section 302(l) of ERISA,  whether or not waived; and
     neither the Company nor UAC nor, to the knowledge of the Company, any other
     person has  incurred  any  liability  for excise tax or penalty  due to the
     Internal  Revenue Service nor any liability to the Pension Benefit Guaranty
     Corporation  with  respect  to any  listed  Company  plan or  breached  any
     fiduciary duty with respect to any listed Company plan.



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          (f)  There  have  been  no  terminations,   partial   terminations  or
     discontinuations of contributions to any qualified plan intended to qualify
     under  Section  401(a) of the Code  without  notice to and  approval by the
     Internal Revenue Service.

          (g) No plan listed in Section 5.12 of the Company Disclosure Letter is
     subject to the provisions of Title IV of ERISA.

     Section 5.13  Compliance  with Legal  Requirements.  Except as set forth in
Section  5.13 of the Company  Disclosure  Letter and except where the failure to
comply would not have a Material  Adverse Effect on the Company and UAC taken as
a whole: (i) each of the Company and UAC is, and at all times since December 31,
2003,  has been,  in  compliance  with  each  Legal  Requirement  that is or was
applicable to it or to the conduct or operation of its business or the ownership
or use of any of its assets;  (ii) no event has occurred that (A) constitutes or
results in a violation by the Company or UAC of, or a failure on the part of the
Company or UAC to comply in any respect with any legal  requirement,  or (B) may
give rise to any  obligation on the part of the Company or UAC to undertake,  or
to bear all or any  portion of the cost of, any  remedial  action of any nature;
and (iii) the Company or UAC has not  received,  at any time since  December 31,
2003,  any  written  notice  or  written  communication  from  any  governmental
authority or any other Person  regarding (A) any actual or alleged  violation of
or failure to comply with, any legal  requirement,  or (B) any actual or alleged
obligation on the part of the Company or UAC to undertake, or to bear all or any
portion of the cost of, any remedial action of any nature.

     Section 5.14 Legal Proceedings; Orders

          (a)  Section  5.14 of the  Company  Disclosure  Letter sets forth each
     legal proceeding pending,  and to the knowledge of the Company,  threatened
     against the Company and UAC. No such legal proceeding should interfere with
     the transactions contemplated herein.

          (b) Except for the court  orders  (including  the  confirmation  order
     confirming  the Plan of  Reorganization)  issued in the  Case,  there is no
     court order to which the Company or UAC, or any of the assets owned or used
     by the Company or UAC, is subject, that has or is likely to have a Material
     Adverse Effect on Company and UAC taken as a whole.

     Section 5.15 Absence of Certain Changes and Events.  Except as set forth in
Section  5.15 of the Company  Disclosure  Letter,  since  December  31, 2004 and
except  for  activities   directed  toward   consummation  of  the  transactions
contemplated  herein,  the Company and UAC have conducted their business only in
the ordinary course of business and there has not been any:

          (a) increase by the Company or UAC of any bonuses,  salaries, or other
     compensation to any director, executive officer, or (except in the ordinary
     course of business)  employee or entry into any employment,  severance,  or
     similar contract with any director, officer, or employee;



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          (b) adoption of, or increase in the payments to or benefits under, any
     Company or UAC employee benefit plan;

          (c) damage to or  destruction  or loss of any asset or property of the
     Company or UAC,  whether or not  covered  by  insurance,  that has or could
     reasonably be expected to result, in a Material Adverse Effect;

          (d) entry into, termination of, or receipt of notice of termination of
     (i) any  license,  distributorship,  dealer,  sales  representative,  joint
     venture,  credit, or similar contract,  or (ii) any contract or transaction
     involving a total  remaining  commitment  by or to the Company or UAC of at
     least $50,000 (other than the reacquisition  and refinancing  through UACSC
     of  previously  securitized  receivables  pursuant to  "clean-up"  calls of
     outstanding securitizations);

          (e) sale (other than in the ordinary  course of business),  lease,  or
     other  disposition  of any  asset  or  property  of the  Company  or UAC or
     mortgage, pledge, or imposition of any encumbrance on any asset or property
     of the Company or UAC (other than the reacquisition and refinancing through
     UACSC of previously securitized receivables pursuant to "clean-up" calls of
     outstanding securitizations);

          (f) material  change in the accounting  methods used by the Company or
     UAC; or

          (g)  agreement,  whether  written or oral, by the Company or UAC to do
     any of the foregoing.

     Section 5.16 Contracts. Except for Contracts required to be entered into in
connection  with  the  transactions  contemplated  herein,  Section  5.16 of the
Company Disclosure Letter sets forth each Company or UAC contract required to be
filed as an exhibit to the  Registration  Statement or that would be required to
be filed with a Registration  Statement on Form S-1 filed by UAC; and each other
contract to which  Company or UAC is a party the breach or violation of which by
any party or the  invalidity  of which  would  reasonably  be expected to have a
Material  Adverse  Effect on Company,  UAC and  Coastal,  taken as a whole.  The
contracts required to be so listed are in full force and effect. Company or UAC,
as the case may be, and, to the  Company's  knowledge,  each other party to such
contracts, are in compliance with such contracts in all material respects.

     Section 5.17 Insurance.  Section 5.17 of the Company Disclosure Letter sets
forth a list of all  policies  of  insurance  to which the  Company and UAC is a
party or under which the  Company and UAC are  covered.  All  policies  that are
listed on Section 5.17 of the Company  Disclosure  Letter will  continue in full
force and effect  following the  consummation of the  transactions  contemplated
herein. To the knowledge of the Company,  there is no threatened termination of,
or premium increase, with respect to any such policies.

     Section  5.18  Environmental  Matters.  Each  the  Company  and  UAC are in
compliance with applicable environmental laws except for failures to comply that
would



                                       11
<PAGE>

not reasonably be expected to have a Material Adverse Effect. Since December 31,
2001,  neither the Company nor UAC has  received  any written  notice,  or other
written  communication  from (i) any  governmental  authority or private citizen
acting in the public interest, or (ii) the current or prior owner or operator of
any facilities,  of any actual or potential  violation or failure to comply with
any environmental law. There are no pending or, to the knowledge of the Company,
threatened legal proceedings, encumbrances, or other restrictions of any nature,
resulting  from any  environmental  law, with respect to or affecting any of the
real property used by Company or UAC,  except for such claims,  encumbrances  or
other  restrictions  that would not  reasonably  be  expected to have a Material
Adverse Effect.  Notwithstanding  the generality of any other  representation or
warranty in this Agreement, the representations and warranties contained in this
Section 5.18 shall be deemed to contain the only  representations and warranties
in this  Agreement  with  respect  to  environmental  laws  and  environmentally
hazardous materials.

     Section 5.19 Labor Relations;  Compliance.  Neither the Company nor UAC has
been and is not a party to any  collective  bargaining or other labor  Contract.
Since December 31, 2004,  there has not been,  there is not presently  existing,
and,  to the  Company's  knowledge,  there is not  threatened,  (a) any  strike,
slowdown, picketing, work stoppage, or employee grievance process, (b) any legal
proceeding  against or  affecting  the  Company or UAC  relating  to the alleged
violation of any legal  requirement  pertaining to labor relations or employment
matters,  including  any charge or complaint  filed by an employee or union with
the National Labor Relations Board, the Equal Employment Opportunity Commission,
or any comparable governmental body,  organizational activity, or other labor or
employment  dispute against or affecting the Company or UAC or its premises,  or
(c) any application for certification of a collective bargaining agent. No event
has occurred or  circumstances  exist that could  provide the basis for any work
stoppage or other labor  dispute.  There is no lockout of any  employees  by the
Company or UAC, and no such action is contemplated by the Company or UAC. Except
as set forth in Section 5.19 of the Company  Disclosure Letter, to the knowledge
of the Company,  the Company and UAC have complied  with all legal  requirements
relating  to  employment,   equal  employment  opportunity,   nondiscrimination,
immigration,  wages,  hours,  benefits,  collective  bargaining,  the payment of
social  security and similar taxes,  occupational  safety and health,  and plant
closing.  Neither  the  Company  nor  UAC  is  liable  for  the  payment  of any
compensation,  damages,  taxes,  fines,  penalties  or other  material  amounts,
however  designated,  for the failure to comply with any of the foregoing  legal
requirements.

     Section  5.20  Intellectual  Property.   Subject  to  a  pending  trademark
registration  application  of the  Company,  the  Company and UAC do not own any
registered  patents,  trademarks  or  copyrights  and  there  are no  registered
patents,  trademarks  or  copyrights  that are material to the  operation of the
business  of Company  and UAC,  other than  commercially  available  licenses of
software that have been  purchased by UAC and are adequate for its present needs
and operations.

     Section 5.21  Relationships  With Related Persons.  Except as disclosed the
Registration  Statement or in Section 5.21 of the Company Disclosure Letter, (i)
no   director,   officer  or  affiliate  of  Company  of  UAC  (other  than  UAC
subsidiaries) has any interest in any property (whether real, personal, or mixed
and whether  tangible or



                                       12
<PAGE>

intangible),  used in or pertaining to the Company's or UAC's business,  (ii) no
director,  officer or affiliate of Company of UAC (other than UAC  subsidiaries)
owns (as of record or as a beneficial  owner),  an equity  interest or any other
financial or profit interest in, a person that has, since December 31, 2003, (a)
had business dealings or a material  financial  interest in any transaction with
UAC or (b) engaged in  competition  with UAC with respect to any services of UAC
in any  market  presently  served by UAC,  and  (iii) no  director,  officer  or
affiliate  of  Company of UAC (other  than UAC  subsidiaries)  is a party to any
contract with Company or UAC or has any claim or right  against,  the Company or
UAC.

     Section 5.22  Prospectus  Disclosure.  The prospectus  filed as part of the
Registration  Statement  and in the form first filed with the SEC under its Rule
424(b),  if any, and any supplement  thereto filed with the SEC,  complied as of
its date, as the case may be, in all material  respects  with the  provisions of
the Securities Act of 1933, as amended, and did not, as of such applicable date,
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances under which they were made.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

     Each  Purchaser  severally  represents  and warrants  the  following to the
Company:

     Section 6.1 Purchase for Investment.  Such Purchaser is purchasing its Note
solely for its own account and not as nominee or agent for any other  person and
not with a view to, or for offer or sale in connection  with,  any  distribution
thereof (within the meaning of the Securities Act) that would be in violation of
the securities  laws of the United States of America or any state thereof.  Such
Purchaser understands that its Note has not been registered under the Securities
Act and may be resold  only if  registered  pursuant  to the  provisions  of the
Securities Act or if an exemption from  registration is available,  except under
circumstances  where neither such registration nor such exemption is required by
law, and that the Company is not required to register such Purchaser's Note.

     Section  6.2  Accredited   Investor.   Such  Purchaser  is   knowledgeable,
sophisticated and experienced in business and financial matters.  Such Purchaser
acknowledges  that its Note has not been registered under the Securities Act and
understands  that  the  Securities  must be held  indefinitely  unless  they are
subsequently  registered  under  the  Securities  Act or the  sale is  permitted
pursuant to an  available  exemption  from the  registration  requirement.  Such
Purchaser  (a) is able to  bear  the  economic  risk  of its  investment  in the
Securities and is presently able to afford the complete loss of the  investment;
(b) is an  Accredited  Investor as defined in Rule  501(a)  under  Regulation  D
promulgated by the  Commission;  and (c) has been afforded access to information
about the Company and its financial  condition and business sufficient to enable
it to evaluate its investment in the Securities.

     Section 6.3  Authorization.  Such Purchaser has taken all actions necessary
to authorize it (a) to execute, deliver and perform all of its obligations under
this  Agreement,  (b) to perform all of its  obligations  under the Note and the
Collateral Documents and (c)


                                       13
<PAGE>

to consummate the transactions  contemplated hereby and thereby.  This Agreement
is a legally valid and binding obligation of such Purchaser  enforceable against
it in accordance with this Agreement's terms,  except as such enforceability may
be limited by (i) applicable bankruptcy, insolvency, reorganization,  moratorium
or other similar laws affecting the enforcement of creditors'  rights  generally
and (ii) general  principles of equity (regardless of whether the enforceability
is considered in a proceeding in equity or at law).

ARTICLE 7. COVENANTS OF THE COMPANY.

     Section 7.1 Financial and Business  Information.  The Company shall deliver
to each Purchaser (or any other holder of the Notes):

     (a) Quarterly  Statements -- within 45 days after the end of each quarterly
fiscal period in each fiscal year of the Company  (other than the last quarterly
fiscal period of each such fiscal  year),  duplicate  copies of, a  consolidated
balance  sheet of the Company as at the end of such  quarter,  and  consolidated
statements  of  income,  changes in  shareholders'  equity and cash flows of the
Company, for such quarter and (in the case of the second and third quarters) for
the portion of the fiscal year ending with such  quarter,  setting forth in each
case in  comparative  form the  figures  for the  corresponding  periods  in the
previous  fiscal year,  all in reasonable  detail,  prepared in accordance  with
GAAP, and certified by the Chief Financial Officer as fairly presenting,  in all
material respects, the financial position of the companies being reported on and
their results of operations  and cash flows,  subject to changes  resulting from
year-end  adjustments,  provided  that the  filing  with the SEC within the time
period  specified above of the Company's  Quarterly Report on Form 10-Q prepared
in  compliance  with the  requirements  therefor  shall be deemed to satisfy the
requirements of this Section 7.1(a);

     (b) Annual  Statements  -- within 90 days after the end of each fiscal year
of the  Company,  duplicate  copies  of,  a  consolidated  balance  sheet of the
Company,  as at the end of such year,  and  consolidated  statements  of income,
changes in  shareholders'  equity and cash flows of the Company,  for such year,
setting  forth in each case in  comparative  form the figures  for the  previous
fiscal year,  all in reasonable  detail,  prepared in accordance  with GAAP, and
accompanied by an opinion thereon of independent  certified public  accountants;
provided that the filing with the SEC within the time period  specified above of
the  Company's  Annual  Report on Form 10-K for such  fiscal  year  prepared  in
accordance  with the  requirements  therefor  shall be  deemed  to  satisfy  the
requirements of this Section 7.1(b);

     (c) Shareholder Written Communications -- promptly upon the mailing thereof
to shareholders,  a copy of any written  communication mailed to shareholders of
the Company  generally,  including any proxy statement related to any management
solicitation  of  shareholder  votes or  consents or any  information  statement
related  to any  annual  or  special  meeting  of  shareholders,  as well as the
Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3
under the  Exchange  Act;  provided  that the  filing  with the SEC  within  the
required time period therefor and in compliance with the  requirements  therefor
of any such written  communications  shall be deemed to satisfy the requirements
of this Section 7.1(c).



                                       14
<PAGE>

     (d) Requested  Information -- with reasonable  promptness,  such other data
and  information  relating  to  the  business,  operations,  affairs,  financial
condition, assets or properties of the Company or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time to
time may be reasonably requested by any such holder of the Notes.

     Section 7.2 Negative Pledge.  The Company shall not directly or indirectly,
create, incur, assume or permit or suffer to exist any lien or encumbrances,  or
file or execute or agree to the execution of any financing statement, on or with
respect to its  membership or equity  interest in Coastal,  whether now owned or
hereafter  acquired,  or any income or profits therefrom except for (i) liens in
favor of Purchaser or (ii) liens for taxes not yet due and payable.

ARTICLE 8. REMEDIES ON DEFAULT; SUBORDINATION.

     Section 8.1 Default Provisions.  The term "Event of Default" shall have the
meaning  ascribed to such term in the Notes. If an Event of Default with respect
to the Company shall occur,  the holders of the Notes shall have those  remedies
provided for in the Notes.

     Section 8.2 Guaranty Subordination.  Purchaser and each holder of the Notes
shall enter into a subordination and intercreditor  agreement in connection with
Closing and from time to time  thereafter  providing  for the  subordination  of
Coastal's  obligations to Purchaser under the Subordinated Guaranty to Coastal's
obligations to holders of Coastal's principal credit facility,  on substantially
the terms of the  agreement  set forth as Exhibit 6,  hereto,  with such changes
therein as the holder of such senior credit facility may reasonably request.

ARTICLE 9. AMENDMENT AND WAIVER.

     Section  9.1  Requirements.  This  Agreement,  the Note and the  Collateral
Documents  may be  amended,  and the  observance  of any term  hereof  or of the
Collateral Documents may be waived (either retroactively or prospectively), with
(and only with) the written  consent of the Company  and each  Purchaser  or the
subsequent holder of any Notes.

     Section 9.2 Binding  Effect,  etc. Any amendment or waiver  consented to as
provided  in this  Article 10 applies to all future  holders of the Notes and is
binding upon them and upon the Company  without regard to whether the Notes have
been marked to indicate  the  amendment  or waiver.  No amendment or waiver will
extend to or affect any obligation,  covenant,  agreement,  Event of Default not
expressly amended or waived or impair any right consequent thereon. No course of
dealing  between  the  Company  and the  holder  of the  Notes  nor any delay in
exercising any rights  hereunder or under the Notes shall operate as a waiver of
any rights of any holder of the Notes. As used herein,  the term "Agreement" and
references  thereto  shall  mean this  Agreement  as it may from time to time be
amended or supplemented.



                                       15
<PAGE>

ARTICLE 10. NOTICES.

     All notices and  communications  provided for hereunder shall be in writing
and  sent  (a) by  hand  delivery,  or (b) by  facsimile  or  e-mail,  or (c) by
registered or certified mail with return receipt requested (postage prepaid), or
(d) by a recognized  overnight  delivery  service  (with charges  prepaid).  Any
notice must be sent:

          (i) if to the Purchasers,  to Richard M. DeVos Charitable Lead Annuity
     Trust No. 2, c/o RDV  Corporation,  126 Ottawa NW, Suite 500, Grand Rapids,
     Michigan  49503 to the  attention of Randall S.  Damstra,  or at such other
     address as a Purchaser shall have specified to the Company in writing,

          (ii) if to any other holder of any Note,  to the holder at the address
     as the other holder shall have specified to the Company in writing, or

          (iii) if to the Company, to the Company at White River Capital,  Inc.,
     c/o Castle Creek  Capital LLC, 6051 El Tordo,  P.O. Box 1329,  Rancho Santa
     Fe, California 92067 to the attention of the Chief Financial Officer, or at
     the other address as the Company shall have specified to the holder of each
     Note in writing.

     Notices  delivered  by  personal  delivery or  facsimile  or e-mail will be
deemed  given  when  actually  received.  Notices  delivered  by  registered  or
certified  mail shall be deemed  delivered  four (4)  business  days after being
sent.  Notices delivered by overnight delivery service shall be deemed delivered
the next business day after being sent.

ARTICLE 11. DEFINITIONS.

     "Case" - means the bankruptcy case of Union Acceptance  Corporation pending
in  the  United  States   Bankruptcy   Court,   Southern  District  of  Indiana,
Indianapolis Division, Case No.: 02-19213.

     "Coastal  Purchase   Agreement"  -  means  the  Limited  Liability  Company
Interests Purchase  Agreement among the Company,  Coastal and Coastal's members,
dated on or about the date hereof, and "Coastal Purchase" refers to the purchase
transaction contemplated therein.

     "Company  Disclosure  Letter" - means the disclosure  letter of White River
Capital, Inc. provided to Purchaser pursuant to this Agreement,  as the same may
be supplemented prior to Closing.

     "Material  Adverse  Effect" -- a material  adverse  change in the business,
operations or results thereof,  properties,  assets, or condition  (financial or
otherwise) of the subject person and its subsidiaries, considered as a whole.

     "Material Debt Agreement" -- means (i) the principal senior credit facility
utilized by Coastal in effect from time to time (initially,  the Amended Finance
Agreement  between Wells Fargo Financial  Preferred  Capital,  Inc. and Coastal,
dated April 16, 2001, as amended),  (ii) subordinated  notes of Coastal or other
outstanding instruments in effect



                                       16
<PAGE>

from time to time  representing  funded debt for money  borrowed of Coastal,  or
(iii) notes,  bonds, loan agreements or other instruments in effect from time to
time representing funded debt for money borrowed by the Company.

     "Noteholder  Buyout" - The  transactions  contemplated in the Memorandum of
Understanding  dated,  February  15,  2005,  among  Company,  UAC and  the  Plan
Committee  established  under the Plan of  Reorganization,  and the related Note
Tender  Agreements  between  Company  and the  Class  3  claimants  and  Class 4
claimants of UAC who hold UAC's  restructured  senior,  subordinated and accrual
notes.

     "Plan of Exchange" -Plan of Share Exchange,  dated March 9, 2005 (the "Plan
of  Exchange"),  between the Company and UAC  pursuant to which the Company will
issue  shares  of its  common  stock  in  exchange  for  all of the  issued  and
outstanding shares of common stock of UAC.

     "Plan of Reorganization" - the second amended plan of reorganization  dated
August 6, 2003 filed by UAC in the Case, as it may have been amended, clarified,
and/or modified.

     "Registration Statement" -- One or more registration statements to be filed
with the  Securities  and  Exchange  Commission  to  register  the shares of the
Company's  common stock to be issued pursuant to the Plan of Exchange and in the
Subscription Offering.

     "Subscription  Offering"  -- The  Company's  proposed  offer  and  sale  of
additional  shares of its common stock to the UAC  shareholders  and possibly to
other new investors in a subscription  offering registered with the SEC pursuant
to the Registration Statement,  with anticipated gross proceeds of approximately
$35 million.

     "UAC" - Union Acceptance Corporation, an Indiana corporation.

ARTICLE 12. MISCELLANEOUS.

     Section 12.1  Payments.  Interest on the Notes shall be  calculated  on the
basis of a 360-day year consisting of twelve 30-day months.  Any payment falling
due on a day that is not a  business  day  shall  not be due on such  date  but,
instead,  shall be due on the next  subsequent  business  day.  All  payments of
interest and principal  shall be made by wire transfer of immediately  available
funds to the accounts  specified in writing from time to time by  Purchasers  to
the Company.

     Section  12.2  Legal  Expenses.  At  Closing,  the  Company  shall  pay the
Purchasers'  counsel for the Purchasers'  reasonable  legal fees and expenses in
representing  the Purchasers in connection  with the  transactions  contemplated
hereby.

     Section 12.3  Successors  and Assigns.  All covenants and other  agreements
contained in this  Agreement  by or on behalf of any of the parties  hereto bind
and inure to the benefit of their respective  successors and assigns (including,
without  limitation,  any  subsequent  holder of a Note) whether so expressed or
not.



                                       17
<PAGE>

     Section  12.4  Severability.  Any  provision  of  this  Agreement  that  is
prohibited or unenforceable in any jurisdiction  shall, as to the  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 (to the full extent permitted by law)
not invalidate or render unenforceable the provision in any other jurisdiction.

     Section  12.5  Construction.   Each  covenant  contained  herein  shall  be
construed  (absent  express  provision to the contrary) as being  independent of
each other covenant  contained  herein, so that compliance with any one covenant
shall not (absent an express contrary  provision) be deemed to excuse compliance
with any other covenant.

     Section 12.6 Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one  instrument.  Each  counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

     Section 12.7 Governing Law; Jurisdiction.

          (a)  THIS  AGREEMENT  AND THE  NOTES  AND  ALL  ISSUES  HEREUNDER  AND
     THEREUNDER  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
     INTERNAL  LAWS OF THE STATE OF INDIANA  (WITHOUT  REGARD TO  PRINCIPLES  OF
     CONFLICT OF LAWS).

          (b) EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN
     ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH
     THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.


                                    * * * * *



                                       18
<PAGE>




          If  you  are  in  agreement  with  the  foregoing,   please  sign  the
     accompanying  counterpart  signature  page and return a signed copy of this
     Agreement to the Company,  whereupon the  foregoing  shall become a binding
     agreement between you and the Company.


                                               Very truly yours,

                                               WHITE RIVER CAPITAL, INC.


                                               By: /s/ Mark R. Ruh
                                                  ------------------------------
                                                   Mark R. Ruh,
                                                   President





                                       19
<PAGE>




                           COUNTERPART SIGNATURE PAGE


AGREED AND ACCEPTED:

Richard M. DeVos Charitable Lead Annuity Trust No. 2
By:  Jerry L. Tubergen, Trustee


/s/ Jerry L. Tubergen
------------------------------------------------------
Name:  Jerry L. Tubergen, solely as
             Trustee and not in an individual capacity







                                       20
<PAGE>






                                   SCHEDULE A

                                   PURCHASERS


                          Name                                      Amount

Richard M. DeVos Charitable Lead Annuity Trust No. 2            $15,000,000.00










                                       21