EXHIBIT 10.4


                               AGREEMENT TO TENDER
                           (SUBORDINATED NOTEHOLDERS)

     This AGREEMENT TO TENDER, dated as of February __, 2005 (this "Agreement"),
is made by and  between  WHITE  RIVER  CAPITAL,  Inc.,  an  Indiana  corporation
("Buyer")   and  the   Noteholder   whose  name   appears  on  Schedule  1  (the
"Noteholder").

                                    RECITALS

     1.  Noteholder  owns   beneficially  the  aggregate   principal  amount  of
Restructured   Subordinated   Notes  and  Accrual  Notes  of  UNION   ACCEPTANCE
CORPORATION, an Indiana corporation ("UAC") set forth opposite Noteholder's name
on  Schedule  1. All such notes so owned and any notes  which may  hereafter  be
beneficially  owned by Noteholder  prior to the Termination Date (defined below)
of this Agreement, whether by means of purchase or otherwise, are referred to in
this Agreement as Noteholder's "Notes".

     2. Buyer, UAC and the Plan Committee  ("Committee")  (appointed under UAC's
Second Amended and Restated Plan of Reorganization  ("Plan") as confirmed by the
Bankruptcy   Court)  have   entered   into  a   Memorandum   of   Understanding,
("Memorandum")  dated February 15, 2005, providing for a series of transactions.
A copy of the  Memorandum  has  been  provided  to  Noteholder.  The  Memorandum
provides  in part  for  Buyer  to  offer  to  purchase  outstanding  Senior  and
Subordinated  Restructured  Notes and Accrual Notes of UAC,  including the Notes
(the  "Buyout")  and for  holders of Notes to agree in  advance to tender  their
Notes in the Buyout, as provided herein.

     3. To induce  Buyer to incur  expense  and  expend  efforts  to pursue  the
Buyout, Buyer and UAC have requested that Noteholder enter into this Agreement.

                                    AGREEMENT

     In  consideration  of the foregoing and the mutual covenants and agreements
in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE 1. AGREEMENT TO TENDER

     Section 1.1 Tender of Notes.

          (a) Noteholder hereby agrees, pursuant to the terms and subject to the
     conditions  set forth in this  Agreement,  to validly  tender (or cause the
     record  owner of such Notes to validly  tender) to Buyer or its  affiliated
     assignee   designated  in  an  Exercise   Notice  (defined  below)  all  of
     Noteholder's  Notes in  exchange  for (i) payment in cash in an amount (the
     "Subordinated Note Cash  Consideration")  equal to 0.13 times the principal
     amount of such holder's  Restructured  Subordinated  Notes, less any amount
     distributed in cash by UAC to the holder of Subordinated Notes prior to the
     Buyout Date (defined  below) and (ii)  Noteholder's  ratable portion of any
     Additional Consideration as defined and as provided in the Memorandum.

          (b) Not later than ten (10) days after Buyer  delivers to Noteholder a
     Notice  of  Exercise  of Right to  Purchase,  substantially  in the form of
     Exhibit A (the "Exercise Notice"), Noteholder shall, as appropriate:

               (i)  deliver  to Buyer (x) a letter of  transmittal  transferring
          Noteholder's Notes as provided herein,  together with instructions for
          payment of the Subordinated  Note Cash  Consideration  for such Notes,
          and (y) Noteholder's original Notes (such documents in clauses (x) and
          (y)  collectively  being  hereinafter   referred  to  as  the  "Tender
          Documents"), and/or

               (ii) direct and cause its broker,  agent or such other person who
          is the holder of record of any Notes  Beneficially  Owned (as  defined
          below) by Noteholder  to tender the Tender  Documents on behalf of the
          Noteholder.

          (c) Noteholder shall not withdraw any tender required to be made under
     this Agreement;  provided,  however,  that Noteholder shall be permitted to
     withdraw  tender of the Notes if the Buyout Date


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<PAGE>

     (defined  below) shall not have occurred on or prior to August 15, 2005 or,
     if earlier, occurrence of the Termination Date (defined below).

          (d) If the Notes  have been  lost,  stolen  or  destroyed,  in lieu of
     tendering  the  original  Notes,  the  Noteholder  may  provide a  suitable
     certification  and  indemnity in customary  form  reasonably  acceptable to
     Buyer and UAC.

     Section  1.2  Payment  for Notes;  Conditions.  Subject to  delivery of the
Tender  Documents,  Buyer agrees to pay (or to cause its affiliated  assignee to
pay) the Subordinated Note Cash Consideration to Noteholder,  not later than the
third  (3rd)  business  day  after  satisfaction  or  waiver  of all  conditions
precedent to Buyer's obligations. Such date is referred to herein as the "Buyout
Date";  provided  that the Buyout Date shall occur on or before the  Termination
Date.  Title  to the  Notes  shall  pass to Buyer  upon  such  payment.  Buyer's
obligation  to purchase  the Notes is subject to  satisfaction  or waiver of the
conditions  precedent  set  forth  in  Section  4 of the  Memorandum,  including
consummation of the Recapitalization (as defined in the Memorandum).

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF NOTEHOLDER

     Noteholder  hereby represents and warrants to Buyer that Noteholder has all
requisite  power and authority to execute,  deliver and perform this  Agreement.
The execution,  delivery and performance of this Agreement and the  consummation
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
necessary action on the part of Noteholder.  This Agreement constitutes a legal,
valid and binding  obligation of Noteholder,  enforceable  against Noteholder in
accordance  with its terms.  No consent of any other party is  required  for the
execution and delivery of this  Agreement or the  consummation  by Noteholder of
the transactions  contemplated hereby,  Noteholder is the sole, true, lawful and
beneficial owner of Noteholder's  Notes.  Upon payment of the Subordinated  Note
Cash  Consideration,  all right,  title and interest of  Noteholder in the Notes
shall be assigned to Buyer, free and clear of any liens or encumbrances.

ARTICLE 3. ADDITIONAL AGREEMENTS

     Section 3.1  Restriction  on  Transfer.  Noteholder  shall not  transfer or
request that UAC register the transfer of any of Noteholder's Notes, unless such
transfer is made (i) after the  Termination  Date,  or (ii) upon a  registration
with UAC of such  transfer  accompanied  by the written  acknowledgement  of the
transferee that the Notes in the hands of the transferee  remain subject to this
Agreement, and the transferee remains bound by this Agreement.

     Section 3.2 Disclosure.  Noteholder  hereby  authorizes  Buyer,  UAC or its
affiliated  assignee to publish and disclose the terms of this  agreement in all
documents  and  schedules  filed  with any  regulatory  agency  and in any press
release or  disclosure  document,  except  for the  identity  of the  Noteholder
(unless such identity disclosure is legally required).

     Section 3.3 Additional Payments.  If the Buyout occurs, the Buyer agrees to
pay  to  Noteholder  after  the  Buyout  Noteholder's  ratable  portion  of  any
Additional Consideration as provided for in the Memorandum.

     Section 3.4  Noteholder  Action.  Noteholder  shall take no action with the
intention or effect of hindering or delaying the  transactions  contemplated  in
the Memorandum or the Recapitalization.

ARTICLE 4. MISCELLANEOUS

     Section 4.1  Termination.  This Agreement  shall terminate (a) on April 15,
2005, if the  Registration  Statement has not been filed on or before such date;
and (b) on August 15, 2005, if the Buyout Date has not yet occurred on such date
(in either case, the "Termination Date").

     Section 4.2 Notice. All notices and other communications hereunder shall be
in writing  and shall be deemed  given if  delivered  personally,  by  facsimile
(which is confirmed), or an internationally recognized overnight courier service
(which is confirmed to the parties at the following  addresses (or at such other
address for a party as shall be specified by like notice):

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<PAGE>

          (a) if to Buyer or UAC, to:

              White River Capital, Inc.
              c/o Castle Creek Capital LLC
              6051 El Tordo
              Rancho Santa Fe, CA  92067
              Facsimile: 858-756-8301
              Attention: Mark R. Ruh

          (b) If to Noteholder, at the address set forth below Noteholder's name
     on Schedule 1.

     Section 4.3 Specific Performance. Noteholder agrees that irreparable damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance  with their specific  terms or were otherwise  breached.
Buyer shall be entitled to an injunction or injunctions  to prevent  breaches of
this  Agreement  and to enforce  specifically  the terms and  provisions of this
Agreement in any court of competent jurisdiction,  this being in addition to any
other remedy to which it is entitled at law or in equity.

     Section 4.4  Amendments.  This  Agreement  may not be amended  except by an
instrument in writing signed by the parties  hereto.  Buyer agrees that it shall
not amend the Memorandum of Understanding (a) unless such amendment has received
the  unanimous  approval of the  Committee  (as long as the  Committee  is still
constituted)  and (b) in the case of any  amendment  that would  reduce or delay
payments to which  Noteholder  is  entitled  hereunder,  unless it has  received
Noteholder's consent to such amendment.



                                     * * * *



                     [The next page is the signature page.]


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<PAGE>

Buyer and  Noteholder  have caused this  Agreement to be executed as of the date
first written above.





                                     WHITE RIVER CAPITAL, INC.


                                     --------------------------------
                                     By:
                                     Title:


                                     NOTEHOLDER (NAMED IN SCHEDULE 1)


                                     --------------------------------
                                     By:
                                     Title:




                                   Schedule 1
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>
Record Owner:                                                Beneficial Owner:








--------------------------------------------------------------------------------------------------------------------
Restructured Subordinated Notes  Cusip: 904832 AG 7          Principal Balance (@ 12/31/2004):
Note # ______

--------------------------------------------------------------------------------------------------------------------
Accrual Notes                    Cusip: 904832 AH5           Principal Balance (@ 12/31/2004):
Note # ______

--------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

                                                                       EXHIBIT A

                           FORM OF NOTICE OF EXERCISE


                               [Buyer letterhead]

                                                             _____________, 2005


[Address]

     Re: Notice of Exercise of Right to Purchase Notes

Dear UAC Noteholder:

     We hereby notify you that ______________________________________  ("Buyer")
is by this notice  exercising  its right to  purchase  the  Restructured  Senior
Notes,  Restructured Subordinated Notes, and the related Accrual Notes described
in that certain Agreement to Tender,  dated [February ____,  2005],  between you
and Buyer (the  "Agreement").  Capitalized  terms  used but not  defined in this
Notice have the meaning specified in the Agreement.

Date of Buy-out

     Pursuant to the Tender  Agreement,  and subject to the  satisfaction of the
conditions  set forth  therein,  Buyer will purchase the Notes no later than the
3rd day following the Closing of the  Recapitalization.  We currently expect the
Closing to occur on  [_________,  2005],  and the  purchase  of the Notes in the
Buyout to occur on [____________, 2005].

Instructions for Tendering

     Enclosed with this Notice is a Letter of  Transmittal,  which describes the
procedure  you should  follow to tender your Notes  (including  related  accrual
notes).  In  accordance  with  the  instructions  described  in  the  Letter  of
Transmittal,  please return the executed Letter of Transmittal and your original
Notes to:

                           --------------------------
                           c/o Julie A. Russell, Esq.
                             Barnes & Thornburg LLP
                            11 South Meridian Street
                             Indianapolis, IN 46204

                                 (317) 231-7428

Deadline

     We must receive your Tender  Documents no later than  [_________,  2005]. A
preaddressed, postage pre-paid envelope is enclosed for your convenience.

Additional Information

     Should you have  questions,  please feel free to contact  Mark Ruh at (858)
759-6042, or Roger Selfe (Plan Committee counsel) at (202) 778-6178.

                                   Sincerely,


                                   Mark R. Ruh
                                   President


                                   ---------------------------------------------

                                      A-1