EXHIBIT 10.3
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 collectively the "Lenders").
RECITALS
A. The Company and Lenders are parties to a Loan Agreement, dated as of
February 12, 1998 (the "Loan Agreement") pursuant to which the Lenders made a
loan to the Company in the original principal amount of Fifteen Million Dollars
($15,000,000).
B. The Company and Lenders desire to amend the Loan Agreement on the
terms and conditions set forth in this Amendment.
In consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged by each of the
parties hereto, the parties agree as follows:
1. Defined Terms. Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the same meaning given to such terms in
the Loan Agreement.
2. Amendment to Loan Agreement. Effective as of the date hereof, the
definition of "Debt" in the Loan Agreement is amended in its entirety to provide
as follows:
"Debt" means any Obligation for borrowed money, including the
indebtedness portion of any Capitalized Lease Obligations; provided,
however, that the term "Debt" shall not include any amounts owed by any
bankruptcy-remote subsidiary of the Company via associated
securitization trusts to unaffiliated bondholders or certificateholders
which are included in the Company's on-book liabilities (including
amounts owed to any bondholders or certificateholders who may not have
any legal recourse to any non-bankruptcy-remote subsidiaries).
3. Incorporation of Amendment. The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Loan Agreement, the
terms and provisions of which are hereby affirmed and ratified and remain in
full force and effect, except as amended hereby. To the extent that any term or
provision of this Amendment is or may be deemed inconsistent with any term or
provision of the Loan Agreement, the terms and provisions of this Amendment
shall control. Each reference to the Loan Agreement shall be a reference to the
Loan Agreement as amended by this Amendment. This Amendment, taken together with
the unamended provisions of the Loan Agreement which are affirmed and ratified
by the Company, contains the entire agreement among the parties regarding the
transactions described herein and supersedes all prior agreements, written or
oral, with respect thereto.
4. Heading. The paragraph headings contained in this Amendment are for
convenience of reference only and shall not be considered a part of this
Amendment in any respect.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
6. Assignments, Participation, Etc. Each Lender acknowledges that it is
currently a Lender under the Loan Agreement, that it has authority to execute
and deliver this Amendment and that it has not assigned any of its rights under
the Loan Agreement except to another Lender which is party to this Amendment.
7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
[Balance of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
UGLY DUCKLING CORPORATION
By:/S/ XXX X. XXXXXXXX
Xxx X. Xxxxxxxx
Secretary and General Counsel
Address for notices:
Ugly Duckling Corporation
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
ARBCO ASSOCIATES, L.P.
By: KAIM Non-Traditional, L.P.
Its: General Partner
By: Xxxxx Xxxxxxxx Investment Management, Inc.
Its: General Partner
By:/S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy : (000) 000-0000
XXXXX XXXXXXXX NON-TRADITIONAL INVESTMENTS, L.P.
By: Xxxxx Xxxxxxxx Non-Traditional, L.P.
Its: General Partner
By: Xxxxx Xxxxxxxx Investment Management, Inc.
Its: General Partner
By:/S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
XXXXX XXXXXXXX OFFSHORE LIMITED
By:/S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
GLACIER WATER SERVICES, INC.
By:/S/ X.X. XXXXXXX
Name: X. X. Xxxxxxx
Title: Chief Financial Officer
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
FOREMOST INSURANCE COMPANY
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Cash & Investment Manager
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TOPA INSURANCE COMPANY
By: /S/ XXX XXXXXXX
Name: Xxx Xxxxxxx
Title:Vice President, Chief Financial Officer
Address for notices:
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
