UGLY DUCKLING CORPORATION WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement"), dated as of July 25, 2001, is between UGLY DUCKLING CORPORATION, a Delaware corporation (the "Company"), and VERDE INVESTMENTS, INC. (the "Lender"). WHEREAS, the...Warrant Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • Arizona
Loan and Security Agreement (AFC-Duck Final)LOAN AND SECURITY AGREEMENT This Loan and Security Agreement ("Agreement") is entered into by and between Ugly Duckling Corporation, successor in interest to Ugly Duckling Holdings, Inc. ("Ugly Duckling"), a...Loan and Security Agreement • November 14th, 2001 • Ugly Duckling Corp • Personal credit institutions • Indiana
2 3 (c) Subject to adjustment in accordance with Section 9 hereof, the price per share of Common Stock at which each Warrant may be exercised (the "Warrant Price") shall be $12.50 for the first 150,000 Warrants issued and the greater of $12.50 or 120%...Warrant Agreement • May 15th, 1998 • Ugly Duckling Corp • Personal credit institutions • Arizona
EXHIBIT 4Merger Agreement • December 10th, 2001 • Ugly Duckling Corp • Personal credit institutions • Delaware
AGREEMENT OF PURCHASE AND SALE OF ASSETS BY AND AMONGPurchase and Sale Agreement • November 13th, 1998 • Ugly Duckling Corp • Personal credit institutions • Arizona
LOAN AGREEMENTLoan Agreement • November 13th, 1998 • Ugly Duckling Corp • Personal credit institutions • California
RECITALSLoan Agreement • November 14th, 2000 • Ugly Duckling Corp • Personal credit institutions • California
INDEMNITY AGREEMENT (Form of)Indemnification Agreement • July 12th, 1999 • Ugly Duckling Corp • Personal credit institutions • Delaware
EXHIBIT 4 THIS SECURITY AND THE SECURITIES INTO WHICH IT MAY BE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHER THAN TO AFFILIATES OF...Promissory Note • November 1st, 1999 • Ugly Duckling Corp • Personal credit institutions • Virginia
GUARANTYGuaranty • January 5th, 2000 • Ugly Duckling Corp • Personal credit institutions
STOCK PURCHASE AGREEMENT by and among UGLY DUCKLING CORPORATION UGLY DUCKLING CAR SALES AND FINANCE CORPORATION UGLY DUCKLING FINANCE CORPORATION CYGNET DEALER FINANCE, INC.Stock Purchase Agreement • January 5th, 2000 • Ugly Duckling Corp • Personal credit institutions • Arizona
1 EXHIBIT 2.1 AGREEMENT FOR PURCHASE AND SALE OF CERTAIN ASSETS OF KARS-YES HOLDINGS INC., KARS-YES FINANCIAL INC., AND KARS-YES INC., ASPurchase and Sale Agreement • October 3rd, 1997 • Ugly Duckling Corp • Personal credit institutions • Texas
EXHIBIT 8Acquisition Agreement • December 14th, 2001 • Ugly Duckling Corp • Personal credit institutions
Ugly Duckling Corporation ("Ugly Duckling" or the "Company") has entered into a definitive agreement with Ernest C. Garcia II, Gregory B. Sullivan, UDC Holdings Corp., which is majority-owned by Mr. Garcia, and UDC Acquisition Corp., a wholly-owned subsidiary of UDC Holdings Corp. ("Acquisition Corp."), pursuant to which Acquisition Corp. will acquire all of the outstanding shares of Ugly Duckling common stock through a revised tender offer at $3.53 per share, leading to a subsequent merger at the same per share price. Enclosed with this letter you will find Acquisition Corp.'s revised tender offer materials reflecting the increased offer price and other terms agreed with Ugly Duckling.
UGLY DUCKLING CORPORATION, A DELAWARE CORPORATION "SERVICER" AND GENERAL ELECTRIC CAPITAL CORPORATION A NEW YORK CORPORATION "OWNER"Servicing Agreement • January 2nd, 1998 • Ugly Duckling Corp • Personal credit institutions • Illinois
RECITALSContribution Agreement • February 5th, 1998 • Ugly Duckling Corp • Personal credit institutions • Delaware
betweenLoan Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • Arizona
UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 1996 • Ugly Duckling Corp • Retail-auto dealers & gasoline stations • Arizona
TOIndenture • July 30th, 1997 • Ugly Duckling Corp • Personal credit institutions • Illinois
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT dated as of January 11, 2001 (the "Pledge Agreement") among UGLY DUCKLING CAR SALES AND FINANCE CORPORATION, an Arizona corporation formerly known as Duck Ventures, Inc. ("Pledgor"), as owner of all...Stock Pledge Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • Arizona
1 Exhibit 4(b) UGLY DUCKLING CORPORATION WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement"), dated as of February 12, 1998, is between UGLY DUCKLING CORPORATION, a Delaware corporation (the "Company"), and each of the Lenders (as defined...Warrant Agreement • February 20th, 1998 • Ugly Duckling Corp • Personal credit institutions • California
EXHIBIT 10.2 ================================================================== ============== THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT Dated as of August 2, 1999 by and between UGLY DUCKLING CORPORATION, a Delaware corporation ("Lender")Credit and Security Agreement • November 15th, 1999 • Ugly Duckling Corp • Personal credit institutions
UGLY DUCKLING CORPORATION WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement"), dated as of April 1, 1998, is between UGLY DUCKLING CORPORATION, a Delaware corporation (the "Company"), and HARRIS TRUST COMPANY OF CALIFORNIA, as warrant agent...Warrant Agreement • March 30th, 1999 • Ugly Duckling Corp • Personal credit institutions • Arizona
andLoan Agreement • May 14th, 1999 • Ugly Duckling Corp • Personal credit institutions • New York
LEASELease • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions
AMENDMENT TO LOAN AGREEMENT (Ugly Duckling) This Amendment is entered into as of this 22nd day of October, 1999 by and among UGLY DUCKLING CORPORATION, a Delaware corporation (the "Company") and each lender signatory hereto (each, a "Lender" and...Loan Agreement • November 15th, 1999 • Ugly Duckling Corp • Personal credit institutions • California
PURCHASE AGREEMENTPurchase Agreement • January 2nd, 1998 • Ugly Duckling Corp • Personal credit institutions • Illinois
Recitals:Intercreditor Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • New York
VIA FACSIMILE 520-577-7441 John Van Egmond President & CEO Ozona Corporation 6900 North Ozona Drive Tucson, Arizona 85718 Re: Don Addink Dear John: The purpose of this letter is to state the material terms of the agreements between Ugly Duckling...Letter of Intent • November 14th, 2000 • Ugly Duckling Corp • Personal credit institutions
LEASELease Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 1999 • Ugly Duckling Corp • Personal credit institutions
Company and Employee hereby mutually agree to amend the Employment Agreement dated January 1, 1996 (the "Employment Agreement") by extending the term of the Employment Agreement for three years. The expiration date in Section 5.1 of the Employment Agreement is hereby extended from December 31, 1998 to December 31, 2001. Except as modified by this First Amendment, the Employment Agreement remains in full force and effect and is hereby ratified and affirmed by Company and Employee.
AIRCRAFT LEASE AGREEMENT Agreement Date: April 1, 2002 Lessor: Verde Investments, Inc. 4020 East Indian School Road, Suite A Phoenix, Arizona 85018 Lessee: Ugly Duckling Corporation 4020 East Indian School Road Phoenix, Arizona 85018 Aircraft:...Aircraft Lease Agreement • August 14th, 2002 • Ugly Duckling Corp • Personal credit institutions • Arizona
1 Exhibit 4(c) Warrant No. ___ WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK VOID AFTER 1:30 P.M., PHOENIX, ARIZONA TIME, ON FEBRUARY 12, 2001 OR SUCH LATER DATE SET FORTH HEREIN UGLY DUCKLING CORPORATION This certifies that, for value...Warrant Agreement • February 20th, 1998 • Ugly Duckling Corp • Personal credit institutions
CUSTODIAL AGREEMENT Dated as of April ___, 2001 BNY MIDWEST TRUST COMPANY as Custodian UGLY DUCKLING CORPORATION, UGLY DUCKLING CAR SALES & FINANCE CORPORATION, UGLY DUCKLING CREDIT CORPORATION, UGLY DUCKLING CAR SALES, INC., UGLY DUCKLING CAR SALES...Custodial Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • New York
MASTER LOAN AND SECURITY AGREEMENT Dated as of April 13, 2001 UGLY DUCKLING CORPORATION, UGLY DUCKLING CAR SALES & FINANCE CORPORATION, UGLY DUCKLING CREDIT CORPORATION, UGLY DUCKLING CAR SALES, INC., UGLY DUCKLING CAR SALES FLORIDA, INC., and UGLY...Master Loan and Security Agreement • April 17th, 2001 • Ugly Duckling Corp • Personal credit institutions • New York
Common StockPurchase Agreement • February 24th, 1997 • Ugly Duckling Corp • Personal credit institutions • Arizona
