LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT

LLC Operating Agreement

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Castle Creek Capital LLC | COASTAL CREDIT LLC | REGIONS FIRST FINANCIAL, LLC | WHITE RIVER CAPITAL, INC

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Title: LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT
Governing Law: Indiana Date: 4/7/2005
Industry: Consumer Financial Services Law Firm: Barnes Thornburg;Williams Mullen Sector: Financial

Exhibit 2.2

LIMITED LIABILITY COMPANY INTERESTS

PURCHASE AGREEMENT

by and among

WHITE RIVER CAPITAL, INC.

COASTAL CREDIT, LLC

and

THE MEMBERS OF

COASTAL CREDIT, LLC

Dated as of March 9, 2005

1.		DEFINITIONS	5

2.		SALE AND TRANSFER OF INTERESTS; CLOSING	12
	2.1	INTERESTS	12
	2.2	PURCHASE PRICE	12
	2.3	CLOSING	13
	2.4	CLOSING OBLIGATIONS	13
	2.5	INCOME TAX CHARACTERIZATION; PURCHASE PRICE ALLOCATION	15

3.		REPRESENTATIONS AND WARRANTIES OF THE COMPANY	15
	3.1	ORGANIZATION AND GOOD STANDING	15
	3.2	AUTHORITY; NO CONFLICT	16
	3.3	CAPITALIZATION	17
	3.4	FINANCIAL STATEMENTS	17
	3.5	OFFICES AND OTHER PROPERTIES; ENCUMBRANCES	18
	3.6	NO UNDISCLOSED LIABILITIES	19
	3.7	TAXES	19
	3.8	NO MATERIAL ADVERSE EFFECT	20
	3.9	EMPLOYEE BENEFITS	20
	3.10	COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS	22
	3.11	LEGAL PROCEEDINGS; ORDERS	23
	3.12	ABSENCE OF CERTAIN CHANGES AND EVENTS	23
	3.13	CONTRACTS	24
	3.14	INSURANCE	26
	3.15	ENVIRONMENTAL MATTERS	27
	3.16	EMPLOYEES	27
	3.17	LABOR RELATIONS; COMPLIANCE	27
	3.18	INTELLECTUAL PROPERTY	28
	3.19	PAYMENT OF INTERCOMPANY ACCOUNTS	28
	3.20	AFFILIATE TRANSACTIONS	28
	3.21	BROKERS OR FINDERS	29
	3.22	BOOKS AND RECORDS	29
	3.23	RELATIONSHIPS WITH RELATED PERSONS	29

4.		REPRESENTATIONS AND WARRANTIES OF THE SELLERS	29
	4.1	SELLER'S INTEREST	29
	4.2	PAYMENT OF INTERCOMPANY ACCOUNTS	29
	4.3	AFFILIATE TRANSACTIONS	29
	4.4	BROKERS OR FINDERS	30
	4.5	RELATIONSHIPS WITH RELATED PERSONS	30

5.		REPRESENTATIONS AND WARRANTIES OF THE BUYER	30
	5.1	ORGANIZATION AND GOOD STANDING	30
	5.2	AUTHORITY; NO CONFLICT	31
	5.3	INVESTMENT INTENT	32
	5.4	CERTAIN PROCEEDINGS	32
	5.5	BROKERS OR FINDERS	32

6.		CONDUCT OF BUSINESS PENDING CLOSING	32
	6.1	COVENANTS OF THE COMPANY	32
	6.2	COVENANTS OF THE BUYER	34
	6.3	NO SOLICITATION; CONFIDENTIALITY	35



7.		ADDITIONAL AGREEMENTS	36
	7.1	ACCESS TO COMPANY INFORMATION	36
	7.2	ACCESS TO BUYER INFORMATION	36
	7.3	NO TRANSFER OR ENCUMBRANCES	36
	7.4	TAX MATTERS	36
	7.5	FILING OF REGISTRATION STATEMENT	39
	7.6	ARRANGEMENTS FOR FUNDING OF CONTEMPLATED TRANSACTIONS	37

8.		CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES	37
	8.1	THE BUYER	37
	8.2	THE COMPANY	39
	8.3	EACH SELLER	39

9.		SELLERS' REPRESENTATIVE	40

10.		TERMINATION	40

11.		TAX MATTERS	41
	11.1	PREPARATION AND FILING OF TAX RETURNS	42
	11.2	COOPERATION ON TAX MATTERS; TAX AUDITS	43

12.		COVENANTS SUBSEQUENT TO THE CLOSING DATE	43
	12.1	FURTHER ASSURANCES	43
	12.2	INSPECTION AND PRESERVATION OF RECORDS	43

13.		INDEMNIFICATION; REMEDIES	45
	13.1	INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS	45
	13.2	INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER	46
	13.3	SURVIVAL AND TIME LIMITATIONS	46
	13.4	LIMITATIONS ON AMOUNT - SELLERS	47
	13.5	EXCLUSIVE REMEDY	47
	13.6	LOST PROFITS AND SPECIAL DAMAGES	47
	13.7	PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS	47
	13.8	PROCEDURE FOR INDEMNIFICATION - OTHER CLAIMS	48

14.		GENERAL PROVISIONS	48
	14.1	EXPENSES	48
	14.2	PUBLIC ANNOUNCEMENTS	49
	14.3	GOVERNING LAW	49
	14.4	DISPUTE RESOLUTION	49
	14.5	NOTICES	50
	14.6	WAIVER	51
	14.7	ENTIRE AGREEMENT AND MODIFICATION	52
	14.8	ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS	52
	14.9	SEVERABILITY	52
	14.10	SECTION HEADINGS, CONSTRUCTION	52
	14.11	TIME OF ESSENCE	53
	14.12	COUNTERPARTS	53
	14.13	DISCLOSURE LETTERS	53


Schedules
Schedule A		Interests Held in Coastal Credit, LLC

Exhibits
Exhibit 2		Form of Assignment Agreement
Exhibit 2.4(b)		Form of Company Counsel's Legal Opinion
Exhibit 2.4(c)		Form of Buyer's Counsel's Legal Opinion
Exhibit 2.5		Tax Purchase Price Allocation

LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT

This Limited Liability Company Interests Purchase Agreement (“ Agreement ”) is made as of March 9, 2005, by and among White River Capital, Inc., an Indiana corporation (“ Buyer ”), Coastal Credit, LLC, a Virginia limited liability company (“ Company ”), and each of the holders of membership interests in the Company listed on the signature page of this Agreement (each referred to herein as a “ Seller ” and collectively as the “ Sellers ”).

RECITALS

The Buyer has entered into a plan of share exchange, dated March 9, 2005 (the “ Plan of Exchange ”), with Union Acceptance Corporation, an Indiana corporation (“ UAC ”), pursuant to which the Buyer will issue shares of its common stock in exchange for all of the issued and outstanding shares of common stock of UAC.

The Buyer intends to offer and sell additional shares of its common stock to the UAC shareholders and possibly to other new investors in a subscription offering (the “ Subscription Offering ”) and to use the proceeds of the Subscription Offering to pay the cash consideration to be paid pursuant to this Agreement.

Subject to the consummation of the Plan of Exchange and the closing of the Subscription Offering and the proceeds of the Subscription Offering and a related placement of its secured notes being in an amount sufficient to pay the cash consideration, the Buyer desires to purchase all of the equity interests and all rights related thereto, including but not limited to, all voting rights, rights to participate in management and rights to all profits and losses (the “ Interests ”) of the Company, subject to the terms and conditions of this Agreement.

Each Seller is a member of the Company and owns of record and beneficially the number and percentage of the Interests indicated on Schedule A to this Agreement (the “ Seller’s Interest ”).

Each Seller desires to sell the Seller’s Interest to the Buyer, and the Buyer desires to purchase from each Seller all of such Seller’s Interest, subject to the terms and conditions of this Agreement.

The Company desires for the Buyer to purchase the Interests.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“ Affiliate ” — of a specified Person is a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“ Agreement ” — as defined in the first paragraph of this Agreement.

“ Annual Financial Statements ” — as defined in Section 3.4.

“ Applicable Contract ” — any Contract, including without limitation any Finance Contract, (a) under which the Company or the Buyer has or may acquire any rights, (b) under which the Company or the Buyer has or may become subject to any obligation or liability, or (c) by which the Company or the Buyer or any of the assets owned or used by it is or may become bound.

“ Assignment Agreement ” — as defined in Section 2.4.

“ Business Employee ” — as defined in Section 3.16.

“ Buyer ” — as defined in the first paragraph of this Agreement.

“ Buyer Disclosure Letter ” — the disclosure letter delivered by the Buyer to the Sellers concurrently with the execution and delivery of this Agreement.

“ Buyer Indemnified Persons ” –as defined in Section 13.1.

“ Buyer Officer ” — an incumbent officer of Buyer at the time of determination, including, without limitation, Mark R. Ruh or John M. Eggemeyer.

“ Case ” – shall mean the bankruptcy case of Union Acceptance Corporation pending in the United States Bankruptcy Court, Southern District of Indiana, Indianapolis Division, Case No.: 02-19213.

“ Cash Consideration ” — as defined in Section 2.2(a)

“ Class 2A Claimants ” – shall mean any general unsecured creditors of UAC who hold unpaid allowed claims under the Plan of Reorganization within Class 2A as described therein.

“ Class 3 Claimants ” – shall mean any holders of restructured senior notes (and related accrual notes) issued pursuant to the Plan of Reorganization.

“ Class 4 Claimants ” – shall mean any holders of restructured subordinated notes (and related accrual notes) issued pursuant to the Plan or Reorganization.

“ Closing ”— as defined in Section 2.3.

“ Closing Date ” — as defined in Section 2.3.

“ Company ” — as defined in the Recitals.

“ Company Disclosure Letter ” — the disclosure letter delivered by the Company to Buyer concurrently with the execution and delivery of this Agreement.

“ Company Employee Benefit Plans ” — each Employee Benefit Plan in which the Business Employees participate or are eligible to participate.

“ Company Manager ” — an incumbent manager of the Company at the time of determination including, without limitation, William E. McKnight or M. Deborah Blaker.

“ Consent ” — any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

“ Contract ” — any agreement, contract, lease, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

“ Contemplated Transactions ” — all of the transactions contemplated by this Agreement, including without limitation, the purchase of the Interests and the performance by the Buyer, the Company and each Seller of their respective obligations under this Agreement and all other documents and agreements related to this Agreement. The “Contemplated Transactions” include the Plan of Exchange, the Subscription Offering, the Note Placement and the Noteholder Buyout.

“ Copyrights ” — all copyrights in both published and unpublished works owned, used, or licensed by a Company as licensee or licensor.

“ Damages ”— as defined in Section 13.1.

“ Employee Benefit Plan ” — as defined in Section 3.9.

“ Employee Retention Bonuses ” – cash bonus compensation to be awarded, contingent on Closing of the Contemplated Transactions, in the aggregate of up to $1 million, to be allocated to management personnel (other than Mr. McKnight) and key employees of the Company as directed by the Company’s Board of Managers.

“ Encumbrance ” — any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, or right of first refusal or restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership.

“ Environment ” — soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata and ambient air.

“ Environmental Law ” — any Legal Requirement that regulates any Hazardous Activity or Hazardous Material or prohibits any Hazardous Activity.

“ ERISA ” — the Employee Retirement Income Security Act of 1974 or any successor law and regulations and rules issued pursuant to that Act or any successor law.

“ Facilities ” — any real property, leaseholds or other interests owned or operated by the Company and any buildings, plants or structures owned or operated by the Company.

“ Finance Contract ” — a motor vehicle installment sales contract that is secured by title to, security interests in, or liens on a motor vehicle under applicable provisions of the motor vehicle or other similar law of the jurisdiction in which the motor vehicle is titled and registered by the purchaser at the time the contract is originated.

“ GAAP ” — generally accepted accounting principles as in effect in the United States of America from time to time, consistently applied.

“ Governmental Authorization ” — any approval, consent, license, title, permit, registration, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“ Governmental Body ” — any:

(a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;

(b) federal, state, local, municipal, foreign, or other government; or

(c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, unit, official, or entity and any court or other tribunal).

“ Hazardous Activity ” — the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use of Hazardous Materials in, on, under, about, or from the Facilities or any part thereof into the Environment.

“ Hazardous Material ” — any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any mixture or solution thereof.

“ Holdback Amount ” — as defined in Section 2.2(c).

“ Initial Notice ” — as defined in Section 14.3(b).

“ Intellectual Property Assets ” — the Marks, Patents, Copyrights, Know-How, and Internet domain names or websites.

“ Intercompany Accounts ” — as defined in Section 3.19.

“ Interests ”— as defined in the Recitals of this Agreement.

“ IRC ” — the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.

“ IRS ” — the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

“ Know-How ” — all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings and blueprints owned, used, or licensed by the Company as licensee or licensor.

“ Knowledge ” — “Knowledge” means actual knowledge after reasonable investigation.

“ Legal Requirement ” — any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, regulation, statute, or treaty.

“ Marks ” — all fictional business names, trade names, registered and unregistered trademarks, service marks, and applications owned, used, or licensed by the Company as licensee or licensor.

“ 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, considered as a whole.

“ Most Recent Financial Statements ” — as defined in Section 3.4.

“ Noteholder Buyout ” – The transactions contemplated in the Memorandum of Understanding dated, February 15, 2005, among Buyer, UAC and the Plan Committee established under the Plan of Reorganization, and the related Note Tender Agreements between Buyer and the Class 3 Claimants and Class 4 Claimants who hold UAC’s restructured senior, subordinated and accrual notes.

“ Note Placement ” – issuance and sale of up to approximately $15.0 million in principal amount of Buyer’s secured senior notes pursuant to the Note Purchase Agreement dated March 9, 2005 with Richard M. DeVos Charitable Lead Annuity Trust No. 2.

“ Order ” — any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

“ Ordinary Course of Business ” — means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“ Organizational Documents ” — (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the operating agreement and articles or organization of a limited liability company; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to any of the foregoing.

“ Patents ” — all patents, patent applications, and inventions and discoveries that may be patentable, owned, used, or licensed by a person as licensee or licensor.

“ Person ” — any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

“ Plan ” — as defined in Section 3.9.

“ Plan of Exchange ” – as defined in the Recitals.

“ Plan of Reorganization ” – shall mean 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 at or in connection with the hearing on confirmation.

“ Proceeding ” — any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“ Proprietary Rights Agreement ” — as defined in Section 3.16(b).

“ Proposed Acquisition Transaction ” — as defined in Section 6.3(a).

“ Purchase Price ” — as defined in Section 2.2.

“ Qualified Plans ” — as defined in Section 3.9(f).

“ Release ” — any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing of Hazardous Materials into the Environment.

“ Registration Statement ” — as defined in Section 7.5.

“ Related Security ” — all security documents, including without limitation, Uniform Commercial Code Financing Statements, evidencing a security interest in a Finance Contract.

“ Representative ” — with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

“ Required Consents ” — as defined in Section 3.2.

“ Securities Act ” — the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“ Seller ” and “ Sellers ” — as defined in the first paragraph of this Agreement.

“ Seller Indemnified Persons ” — as defined in Section 13.2.

“ Seller Tax Return ” — shall mean any federal income tax return, or any state income or franchise tax or other Tax Return measured in whole or in part by reference to the income of

the Company determined on a pass-through basis (i.e., whereby the Members of the Company, and not the Company itself, are responsible for the remittance of the Tax associated with such return), attributable to periods ending on or before the Closing Date.

“ Seller’s Disclosure Letter ” — the disclosure letter delivered by each of the Sellers to the Buyer concurrently with the execution and delivery of this Agreement.

“ Seller’s Interest ” — as defined in the Recitals of this Agreement.

“ Seller’s Percentage Interest ” — for each Seller, the percentage calculated by dividing (a) such Seller’s Interest by (b) the total Interests held by all holders of Interests in the Company.

“ Seller’s Representative ” — John W. Rose or his successor in such capacity appointed by Sellers who, at Closing, held a majority of the outstanding Company Interests, such appointment to be effected by written notice given by such Sellers to Buyer, all other Sellers and the incumbent Seller’s Representative.

“ Settlement Agent ” — as defined in Section 14.3(b).

“ Subscription Offering ” — as defined in the Recitals.

“ Subsidiary ” – means any corporation, trust, association, partnership or other business entity of which more than 50% of the total voting power of shares of stock or other interests entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Buyer or one or more of the other Subsidiaries or a combination thereof.

“ Taxes ” — any federal, state, local, provincial, territorial and foreign income or gross receipts tax, alternative or add-on minimum tax, sales and use tax, customs duty and any other tax, charge, fee, levy or other assessment, including without limitation, property, transfer (other than all transfer or similar taxes payable in connection with the transactions to be consummated pursuant to this Agreement), occupation, service, license, payroll, franchise, excise, goods and services, health, withholding, ad valorem , severance, documentary stamp, gains, premium, bulk transfer, windfall profit, employment, rent or other tax (including any amount in respect of, or attributable to, Taxes imposed under Treasury Regulations 1.1502-6 or similar provisions of state, local or foreign law, by contract or otherwise), governmental fee or like assessment or charge of any kind whatsoever, together with any interest, fine, or penalty thereon, addition to tax, additional amount, deficiency, assessment or government charge imposed by any federal, state, provincial, territorial, local or foreign taxing authority.

“ Tax Audit ” — as defined in Section 11.2(b).

“ Tax Notice” — as defined in Section 12.2(c).

“ Tax Package ” — as defined in Section 11.2(c).

“ Tax Return ” — any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax, or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“ Taxing Authority ” — as defined in Section 11.2(a).

“ Threshold ”— as defined in Section 13.4.

“ UAC ” — as defined in the first paragraph of the Recitals.

2. SALE AND TRANSFER OF INTERESTS; CLOSING

2.1 INTERESTS

Subject to the terms and conditions of this Agreement, at the Closing, each Seller agrees to sell, assign, convey, transfer and deliver such Seller’s Interest, free and clear of any and all Encumbrances, to the Buyer, and the Buyer agrees to purchase and acquire each Seller’s Interest from such Seller and all rights, title and interest in, to or relating thereto or arising therefrom, for the consideration specified in Section 2.2.

2.2 PURCHASE PRICE

In consideration of the purchase of each Seller’s Interest by the Buyer pursuant to this Agreement and the representations and warranties made by each Seller and the covenants and provisions to be performed by each Seller, the Buyer agrees to pay the Sellers in the aggregate the following (the “Purchase Price ”):

(a) cash, payable by wire transfer or delivery of other immediately available funds, in the amount of $45,000,000 (the “ Cash Consideration ”); and

(b) a deferred payment in cash in the aggregate amount of $5,000,000 (the “Holdback Amount”), to be paid in accordance with Section 13.4(c), subject to potential offset for claims as contemplated in Article 13.

The Purchase Price shall be allocated and paid to each Seller, respectively, based on such Seller’s Percentage Interest as set forth on Schedule A .

2.3 CLOSING

The closing of the purchase and sale (the “ Closing ”) of all of the outstanding Interests of the Company pursuant to this Agreement will take place at the offices of the Buyer’s counsel at 11 South Meridian Street, Indianapolis, Indiana, at 10:00 a.m. (local time), on the second business day immediately following the date on which the last of the conditions set forth in Section 8 is fulfilled or waived (except for those conditions that by their nature can only be fulfilled at the Closing) or at such other time, date and place as the Buyer, each Seller and the Company shall mutually agree (the “ Closing Date ”).

2.4 CLOSING OBLIGATIONS

At the Closing:

(a) Each Seller shall deliver to the Buyer:

(i) a duly authorized and executed assignment in the form attached as Exhibit 2 (the “ Assignment Agreement ”) evidencing the assignment and transfer by such Seller of the related Seller’s Interest being sold to the Buyer pursuant to this Agreement;

(ii) the endorsed certificate(s) or other document(s) evidencing such Seller’s Interest as identified on Schedule A ;

(iii) a certificate signed by the Seller, or if the Seller is not a natural person, by the manager, officer or other Representative of the Seller, stating that the Seller’s representations and warranties in Section 4 are true and correct in all material respects as of the Closing and that all terms, agreements, covenants and conditions of this Agreement and any agreements relating to the Contemplated Transactions required to be performed or complied with or satisfied by the Seller have been performed, complied with or satisfied in all material respects;

(iv) if the Seller is not a natural person, a certificate of a secretary, officer or other Representative certifying the resolutions adopted or other actions taken by the Seller’s board or directors, board of managers, partners or trustee and the shareholders, members or other parties whose approval is required, authorizing the Seller to enter into and execute and deliver this Agreement, the guarantees and the other agreements relating to the Contemplated Transactions to which the Seller is a party; and

(v) such other documents as reasonably requested by, and in form and substance reasonably satisfactory to, the Buyer to give effect to the Contemplated Transactions.

(b) The Company shall deliver to the Buyer:

(i) a secretary’s certificate certifying the resolutions adopted by or other actions taken by the Company’s manager or board of managers and the members authorizing the Company to enter into and execute and deliver this Agreement, the guarantees and the other agreements relating to the Contemplated Transactions to which the Company is a party;

(ii) a certificate signed by the Company’s manager or other executive officer stating that the Company’s representations and warranties in Section 3 are true and correct in all material respects as of the Closing and that all terms, agreements, covenants and conditions of this Agreement and any agreements relating to the Contemplated Transactions required to be performed or complied with or satisfied by the Company have been performed, complied with or satisfied in all material respects.

(iii) an opinion of the Company’s counsel in the form attached hereto as Exhibit 2.4(b);

(iv) a certificate of the Company’s good standing under the laws of the State of Virginia as of a date within five (5) days before the Closing; and

(v) such other documents as reasonably requested by, and in form and substance reasonably satisfactory to, the Buyer to give effect to the Contemplated Transactions.

(i) the Cash Consideration payable to such Seller pursuant to Section 2.2(a); and

(ii) an opinion of the Buyer’s counsel in the form attached hereto as Exhibit 2.4(c).

(iii) a certificate signed by the Buyer’s president or chief executive officer stating that the Buyer’s representations and warranties in Section 5 are true and correct in all material respects as of the Closing and that all terms, agreements, covenants and conditions of this Agreement and any agreements relating to the Contemplated Transactions required to be performed or complied with or satisfied by the Buyer have been performed, complied with or satisfied in all material respects.

(d) The Buyer shall deliver to the Company:

(i) a secretary’s certificate certifying the resolutions adopted by the Company’s board of directors and shareholders authorizing the Company to enter into and execute and deliver this Agreement, the guarantees and the other agreements relating to the Contemplated Transactions to which the Buyer is a party;

(ii) an opinion of the Buyer’s counsel in the form attached hereto as Exhibit 2.4(c).

(iv) a certificate issued by the Indiana Secretary of State regarding the Buyer’s valid existence as of a date within five (5) days before the closing.

2.5 INCOME TAX CHARACTERIZATION; PURCHASE PRICE ALLOCATION

Buyer and Sellers agree that, under the authority of Rev. Rul. 99-6, 1999-1 CB 432, for federal income tax purposes (and for purposes of state or local income taxes which follow federal entity classification principles) the Sellers shall be deemed to have sold the interests in a transaction as to which Sections 741 and 751 of the IRC shall be applicable, and that Buyer shall be deemed to have acquired the assets of the Company for a purchase price equal to the sum of the Cash Consideration, the Holdback Amount and the sum of the liabilities of the Company as of the Closing Date (the “Tax Purchase Price”). Moreover the taxable year of the Company shall terminate as of the Closing Date under the authority of Section 708 of the IRC and thereafter the Company’s businesses assets and operations shall be accounted for as a mere division of Buyer, and not as a separately regarded entity.

Buyer and Sellers agree that the Tax Purchase Price shall be allocated among the assets of the Company in accordance with the principles of Section 1060 of the IRC, and more particularly, in the manner set forth in Exhibit 2.5 hereof.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company and Sellers each represent and warrant to the Buyer as follows. Obligations of the Sellers to indemnify Buyer in respect of breaches of this Article 3 are set forth in Article 13.

3.1 ORGANIZATION AND GOOD STANDING

(a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, 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 all its obligations under the Company Applicable Contracts. Section 3.1 of the Company Disclosure Letter contains a complete and accurate list of the other jurisdictions in which the Company is authorized to do business. The Company is duly qualified to do business as a foreign legal entity and is in

good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

(b) The Company has delivered to the Buyer true and complete copies of the Organizational Documents of the Company, as currently in effect.

3.2 AUTHORITY; NO CONFLICT

(a) The Company has the full power and authority to execute and deliver this Agreement and to perform the Contemplated Transactions. The execution and delivery by Company of this Agreement has been duly authorized by all necessary limited liability company actions on the part of Company. This Agreement and all other documents and agreements contemplated by this Agreement to be executed and delivered by the Company constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with their respective terms.

(b) Except as set forth in Section 3.2(b) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions 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, managers or members of the Company;

(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy, or obtain any relief, under any Legal Requirement or any Order to which the Company or any Seller, 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 Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization 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 Company Applicable Contract; or

(v) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company, except as otherwise

expressly agreed under the terms of this Agreement or in connection with financing arrangements entered into by the Buyer or its Affiliates.

(c) The Company has obtained each Consent set forth on Section 3.2(c) of the Disclosure Letter (the “Required Consents ”) and, other than the Required Consents, no notice is required to be given and no Consent is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the Contemplated Transactions by the Company other than any consent, the failure of which to obtain would not have a Material Adverse Effect on the Company or the consummation of the Contemplated Transactions by the Company.

3.3 CAPITALIZATION

(a) The Interests represent all of the membership interests or other equity ownership interests in the Company. All of the Interests have been validly issued and are fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 3.3 of the Company Disclosure Letter, there are no outstanding conversion or exchange rights, subscriptions, options, warrants or other arrangements or commitments obligating the Company to issue any additional membership or equity ownership interests in the Company or other securities or to purchase, redeem or otherwise acquire any membership or equity interests in the Company or other securities or to make any distribution in respect thereof.

(b) Except for its interest in Bayshore Auto Sales, LLC, a wholly-owned subsidiary of the Company, the Company has no direct or indirect equity interest in any other Person.

(d) The Sellers are the sole record and beneficial owners and holders of the Interests, free and clear of all Encumbrances.

3.4 FINANCIAL STATEMENTS

The Company has delivered to the Buyer: financial statements of the Company as of December 31, 2004 and 2003 and the related statements of operations, members’ equity and cash flows for the years then ended (“ Annual Financial Statements ”). The Annual Financial Statements present fairly in all material respects the financial position of the Company as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in accordance with (x) the Company’s accounting policies and practices consistently applied throughout the periods included therein and (y) GAAP consistently applied throughout the periods included therein. The December 31, 2004 Annual Financial Statements (the “ Most Recent Financial Statements ”) present fairly in all material respects the financial position of the Company as of, and results of its operations through, such date in accordance with (x) the Company’s accounting policies and practices consistently applied to the periods included therein and (y) GAAP consistently applied throughout

the periods included therein. No financial statements of any Person other than the Company are required by GAAP to be included in the financial statements of the Company. Audit procedures have been conducted with respect to the Annual Financial Statements and delivery of a final audit report thereon is subject to completion of SEC compliance review within KPMG LLP.

3.5 OFFICES AND OTHER PROPERTIES; ENCUMBRANCES

(a) Section 3.5 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. Except as described in Section 3.5 of the Company Disclosure Letter, the Company owns (with good and marketable title in the case of real property, 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, including all of the properties and assets reflected in the Most Recent Financial Statements (except for personal property sold since the date of the Most Recent Financial Statements, as the case may be, in the Ordinary Course of Business). All material properties and assets reflected in the Most Recent Financial Statements 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 shown on the Most Recent Financial Statements 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 after the date of the Most Recent Financial Statements (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; (c) liens for current taxes not yet due; and (d) with respect to real property, (i) real estate taxes, assessments, and other governmental levies, fees, or charges imposed that are not due and payable as of the Closing Date or being contested by appropriate proceedings; (ii) mechanics’ liens and similar liens for labor, materials, or supplies provided with respect to such real property incurred in the Ordinary Course of Business for amounts that are not delinquent and that would not, in the aggregate have a Material Adverse Effect or are not being contested by appropriate proceedings; (iii) zoning, building codes, and other land use laws regulating the use or occupancy of such real property or the activities conducted thereon that are imposed by any governmental authority having jurisdiction over such real property; and (iv) easements, covenants, conditions, restrictions, and other similar matters affecting title to such real property and other encroachments and title and survey defects that do not or would not materially impair the use or occupancy of such real property in the operation of the business of the Company taken as a whole.

(b) Each of the Company’s offices is and has been operated as a licensed location in any jurisdiction requiring such license in conformity with all such licensing and other laws applicable to the purchase of the Finance Contracts, and the sale of insurance coverage

related thereto, including, without limitation, motor vehicle retail installment sales acts, sales finance agency acts, or any other law regulating the business of acquiring Finance Contracts, the collection or servicing thereof, and the sale of insurance coverage related thereto, except where any failure would not have Material Adverse Effect.

3.6 NO UNDISCLOSED LIABILITIES

Except as set forth in Section 3.6 of the Company Disclosure Letter, to the Company’s Knowledge, the Company has no 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, except for liabilities or obligations reflected or reserved against in the Most Recent Financial Statements and current liabilities incurred in the Ordinary Course of Business since the date thereof.

3.7 TAXES

(a) The Company has 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 Returns were correct and complete in all material respects. The Company has paid all Taxes that are shown to be due from the Company 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 have been given by or on behalf of the Company.

(c) All Taxes payable by the Company have been fully accrued or provided for in the Most Recent Financial Statements and the books and accounts of the Company.

(d) Except as disclosed in Section 3.7 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 payable by the Company.

(e) Except as disclosed in Section 3.7 of the Company Disclosure Letter, there are no Encumbrances for Taxes upon the assets of the Company.

(f) There are no written assessments of Taxes from any Taxing Authority against the Company except for those reflected on the financial statements of the Company.

(g) All Tax deficiencies which have been claimed, proposed, asserted against the Company 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.

(h) There are no Tax sharing agreements or similar arrangements with respect to

or involving the Company.

(i) The Company has 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, 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.

(j) The Company has not elected to be taxed as an association under Treas. Reg. § 301.7701-3.

3.8 NO MATERIAL ADVERSE EFFECT

Since December 31, 2004, to the Knowledge of the Company, there has not been any Material Adverse Effect.

3.9 EMPLOYEE BENEFITS

(a) Section 3.9 of the Company Disclosure Letter lists all employee benefit plans and compensation plans or programs (the “ Plans ”) maintained by, contributed to or with respect to which there is or would be any obligation or liability of the Company, including all employment agreements and other agreements or arrangements containing “golden parachute” or other similar provisions, incentive compensation agreements, and deferred compensation agreements together with true, complete and correct copies of such plans, agreements and any trusts related thereto, as of the date of the Most Recent Financial Statements and as of the date of this Agreement. Except for such Plans so listed the Company does not sponsor, maintain, contribute, or have liability with respect to any plan program, fund or arrangement that constitutes an “employee benefit plan,” and the Company does not have 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). For the purposes of this Agreement, the term “ employee benefit plan ” shall have the same meaning as is given that term in Section 3(3) of ERISA. The Company is not required to contribute to any Plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any of the Company’s employees.

(b) Except as set forth on Section 3.9 of the Disclosure Letter, no plans provide post retirement medical or life insurance benefits, except as required under Section 4980B of the IRC.

(c) All Plans listed on Section 3.9 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.

(d) All accrued contribution obligations of the Company as of the date of the Most Recent Financial Statements with respect to any Plan listed on Section 3.9 of the Company Disclosure Letter have either been fulfilled in their entirety or are fully reflected on the Most Recent Financial Statements.

(e) Except as set forth on Section 3.9 of the Disclosure Letter, the consummation of the Contemplated Transactions will not constitute a default or a triggering event under any of the Company’s 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.

(f) All such Plans listed on Section 3.9 of the Company Disclosure Letter that are intended to qualify under Section 401(a) of the Code (the “ Qualified Plans ”) have been determined by the Internal Revenue Service to be qualified in form, and copies of such determination letters have been provided to the Buyer. All material 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. To the knowledge of the Company or the Sellers, neither the Seller, any such Plan, nor the Company or 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 that would subject the Price or the Company to a material tax or penalty under the Code or 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, to the Knowledge of the Company or the Sellers, 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 Plan or breached any fiduciary duty with respect to any Plan.

(g) 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.

(h) No Plan listed in Section 3.9 of the Company Disclosure Letter is subject to the provisions of Title IV of ERISA and the Company has no current or contingent obligation to contribute to any multi-employer plan (as defined in Section 3(37) of ERISA).

(i) No circumstances exist pursuant to which the Company could have any direct or indirect material liability (including, but not limited to, any liability to the Internal Revenue Service for any excise tax or penalty) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a “controlled group” (as defined in Section 412(n)(6)(B) of the Code) that

includes the Company.

(j) Each Plan may be unilaterally terminated at any time by the Company without a Material Adverse Effect upon the Company.

3.10 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

(a) Except as set forth in Section 3.10 of the Company Disclosure Letter and except where the failure to comply would not have a Material Adverse Effect on the Company: (i) the Company is, and at all times since December 31, 2002, has been, in compliance in all material respects 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 material violation by the Company of, or a failure on the part of the Company to materially comply in any respect with any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) the Company has not received, at any time since December 31, 2002, any written notice or written communication from any Governmental Body or any other Person regarding (A) any actual or alleged material violation of or failure to materially comply with, any Legal Requirement, or (B) any actual or alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature;

(b) Section 3.10 of the Company Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company. Each material Governmental Authorization listed in Section 3.10 of the Company Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.10 of the Company Disclosure Letter: (i) the Company is, and at all times since December 31, 2002, has been in material compliance with all of the terms and requirements of each Governmental Authorization identified in Section 3.10 of the Company Disclosure Letter; (ii) no event has occurred or circumstance exists that (A) constitutes or results directly or indirectly in a material violation of, or a material failure to comply with any term or requirement of any Governmental Authorization listed in Section 3.10 of the Company Disclosure Letter, or (B) may result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed in Section 3.10 to the Company Disclosure Letter; (iii) the Company has not received, at any time since December 31, 2002, any written notice from any Governmental Body regarding (A) any actual or alleged material violation of or material failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of, or material modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorization listed or required to be listed in Section 3.10 of the Company Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such

Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.10 in the Company Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in substantially the same manner it currently conducts and operates such business and to permit the Company to own and use its assets in the same manner in which it currently owns and uses such assets.

3.11 LEGAL PROCEEDINGS; ORDERS

(a) Section 3.11 of the Company Disclosure Letter sets forth each Proceeding pending, and to the Knowledge of the Company, threatened against the Company. No Proceeding should interfere with the Contemplated Transactions.

(b) Except as set forth in Section 3.11 of the Company Disclosure Letter, (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject, and (ii) no officer, director, agent, member, manager or employee of the Company is subject to any Order that prohibits such officer, director, agent, member, manager or employee from engaging in any conduct, activity or practice relating to the business of the Company.

3.12 ABSENCE OF CERTAIN CHANGES AND EVENTS

Except as set forth in Section 3.12 of the Company Disclosure Letter, since September 30, 2004, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:

(a) change in the Company’s equity interests; grant of any option or right to purchase membership interests or other equity ownership interests of the Company; issuance of any security convertible into such membership or equity ownership interests; or grant of any registration rights, purchase, redemption, retirement or other acquisition by the Company of any portion of the equity interests of the Company;

(b) amendment to the Organizational Documents of the Company;

(c) action by the Company to (i) split, combine or reclassify its outstanding Interests; (ii) declare, set aside or pay any distribution payable in cash, stock or property in respect of any Interests; or (iii) repurchase, redeem or otherwise acquire any of its Interests or any securities convertible into or exchangeable or exercisable for any of its Interests.

(d) payment or increase by the Company of any bonuses, salaries, or other compensation to any director, officer, member, manager or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee;

(e) adoption of, or increase in the payments to or benefits under, any Company Employee Benefit Plan;

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

(g) entry into, termination of, or receipt of notice of termination of (i) any

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