Amendment No. 7 to Amended and Restated Motor Vehicle Installment Contract
Loan and Security Agreement
This Amendment is entered into by and between Ugly Duckling Corporation,
successor in interest to Ugly Duckling Holdings, Inc. ("Ugly Duckling"), a
Delaware corporation; Ugly Duckling Car Sales and Finance Corporation
("UDCSFC"), an Arizona corporation formerly known as Duck Ventures, Inc.; Ugly
Duckling Credit Corporation ("UDCC") formerly known as Champion Acceptance
Corporation, an Arizona corporation; Ugly Duckling Car Sales, Inc. ("Sales"); an
Arizona corporation; Champion Financial Services, Inc. ("Champion"), an Arizona
corporation; Ugly Duckling Car Sales Florida, Inc. ("Car Sales Florida"), a
Florida corporation;; Ugly Duckling Car Sales New Mexico, Inc. ("Car Sales New
Mexico"), a New Mexico corporation; Ugly Duckling Car Sales California, Inc.
("Car Sales California"), a California corporation; Ugly Duckling Car Sales
Georgia, Inc. ("Car Sales Georgia"), a Georgia corporation; Cygnet Financial
Corporation ("Cygnet"), a Delaware corporation; Cygnet Dealer Finance, Inc.
("Dealer Finance"), an Arizona corporation; Cygnet Finance Alabama, Inc.
("Cygnet Alabama"), an Arizona corporation; Cygnet Support Services, Inc.
("Services"), an Arizona corporation; Cygnet Financial Services, Inc. ("Cygnet
Services"), an Arizona corporation; Cygnet Financial Portfolio, Inc. ("Cygnet
Portfolio"), an Arizona corporation; Ugly Duckling Portfolio Partnership, L.L.P.
("UDPP"), an Arizona limited liability partnership; Ugly Duckling Finance
Corporation ("UDFC"), an Arizona corporation; Ugly Duckling Portfolio
Corporation ("UDPC") an Arizona corporation formerly known as Champion Portfolio
Corporation; Cygnet Dealer Finance Florida, Inc. ("CDFF"), a Florida corporation
(all of the foregoing entities collectively referred to herein as "Borrower");
and General Electric Capital Corporation, a New York corporation ("Lender").
RECITALS
A. Existing Borrower and Lender are parties to an Amended and Restated
Motor Vehicle Installment Contract Loan and Security Agreement dated as of
August 15, 1997, as amended by an Assumption and Amendment Agreement dated
October 23, 1997, Amendment No. 1 dated December 22, 1997, Amendment No. 2 dated
September 9, 1998, Amendment No. 3 dated January 18, 1999, Amendment No. 4 dated
as of July 19, 1999, Amendment No. 5 dated August 16, 1999, and Amendment No. 6
dated August 27, 1999, (the Amended and Restated Motor Vehicle Installment
Contract Loan and Security Agreement as so amended is referred to herein as the
"Agreement") pursuant to which Lender agreed to make Advances to Existing
Borrower on the terms and conditions set forth in the Agreement.
B. Borrower and Lender desire to amend the Agreement pursuant to 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 term(s) in the Agreement.
2. Amendments to Agreement. Effective as of the date hereof, the
Agreement is hereby amended as follows.
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Definitions.
Borrowing Base. The definition of Borrowing Base in Section 16.0 of
the Agreement is deleted and replaced in its entirety as follows:
Borrowing Base: the amount equal to the lesser of (i) One
Hundred Twenty-five Million Dollars ($125,000,000.00) minus the
Guaranty Liability, or (ii) an amount equal to (A) sixty five percent
(65%) of the Outstanding Principal Balance of all Originated Eligible
Contracts (but not to exceed one hundred fifteen percent (115%) of the
NADA average wholesale Black Book value for all such Contracts in the
aggregate) during the time they are included in the Borrowing Base
pursuant to Section 3.1; plus (B) eighty-six percent (86%) of the
Outstanding Principal Balance of all Champion Eligible Contracts (but
not to exceed one hundred seven percent (107%) of wholesale Xxxxx Blue
Book for all such Contracts in the aggregate) during the time they are
included in the Borrowing Base pursuant to Section 3.1; plus (C)
seventy-five percent (75%) of the Outstanding Principal Balance of all
Seminole Eligible Contracts during the time they are included in the
Borrowing Base pursuant to Section 3.1; plus (D) the Inventory Advance
Value; plus (E) during the term of the Dealer Contract Facility, the
Dealer Contract Advance Value; plus (F) fifty percent (50%) of the
Outstanding Principal Balance of all DCT Eligible Contracts (d/b/a Best
Chance) during the time the DCT Eligible Contracts are included in the
Borrowing Base pursuant to Section 3.1. At Lender's sole and absolute
discretion following Borrower's request, Lender may agree to include
Bulk Purchase Contracts as part of the Borrowing Base hereunder. The
amount of advance against Bulk Purchase Contracts, if any, shall be at
Lender's sole and absolute discretion. With respect to section (ii) (A)
of this definition, compliance with the parenthetical test based on
Black Book values shall be measured by Lender's sample of 100 or more
Contracts and not on a Contract-by-Contract basis.
DCT Eligible Contracts. The following definition is added to Section
16.0 of the
Agreement in proper alphabetical order:
DCT Eligible Contracts: an Eligible Contract which was purchased by
Borrower from DCT of Ocala Corporation (d/b/a Best Chance) on August 25,
1999.
3. Incorporation of Amendment: The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the terms
and provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement, the terms and provisions of this Amendment shall control. Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. This Amendment, taken together with the unamended provisions of
the Agreement which are affirmed and ratified by Borrower, contains the entire
agreement among the parties regarding the transactions described herein and
supersedes all prior agreements, written or oral, with respect thereto.
4. Borrower Remains Liable. Borrower hereby confirms that the Agreement
and each document executed by Borrower in connection therewith continue
unimpaired and in full force and effect and shall cover and secure all of
Borrower's existing and future obligations to Lender.
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5. Headings. 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.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Arizona. Nothing herein shall
preclude Lender from bringing suit or taking other legal action in any
jurisdiction.
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.
IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of
November 30, 1999.
GENERAL ELECTRIC CAPITAL
CORPORATION UGLY DUCKLING CAR SALES, INC.
By: /S/ XXXX XXXXX By: /S/ XXX X. XXXXXXXX
Title: Account Executive Title: Secretary
UGLY DUCKLING CORPORATION UGLY DUCKLING CAR SALES NEW MEXICO, INC.
By: /S/ XXXXXX X. XXXXXX By: /S/ XXX X. XXXXXXXX
Title: Vice President Title: Secretary
UGLY DUCKLING CAR SALES AND CHAMPION FINANCIAL SERVICES, INC.
FINANCE CORPORATION
By: /S/ XXX X. XXXXXXXX By: /S/ XXXXXX X. XXXXXX
Title: Secretary Title: Vice President
UGLY DUCKLING CAR SALES FLORIDA, INC. UGLY DUCKLING CREDIT CORPORATION
By: /S/ XXX X. XXXXXXXX By: /S/ XXX X. XXXXXXXX
Title: Secretary Title: Secretary
UGLY DUCKLING CAR SALES GEORGIA, INC. UGLY DUCKLING CAR SALES CALIFORNIA, INC.
By: /S/ XXX X. XXXXXXXX By: /S/ XXX X. XXXXXXXX
Title: Secretary Title: Secretary
CYGNET FINANCIAL CORPORATION CYGNET DEALER FINANCE, INC.
By: /S/ XXXXXX X. XXXXXX By: /S/ XXXXXX X. XXXXXXX
Title: Vice President Title: Secretary
CYGNET FINANCE ALABAMA, INC. CYGNET SUPPORT SERVICES, INC.
By: /S/ XXXXXX X. XXXXXXX By: /S/ XXX X. XXXXXXXX
Title: Secretary Title: Secretary
CYGNET FINANCIAL SERVICES, INC. CYGNET FINANCIAL PORTFOILIO, INC.
By: /S/ XXX X. XXXXXXXX By: /S/ XXXXXX X. XXXXXX
Title: Secretary Title: Vice President
UGLY DUCKLING PORTFOLIO UGLY DUCKLING FINANCE CORPORATION
PARTNERSHIP, L.L.P.
By: /S/ XXX X. XXXXXXXX By: /S/ XXX X. XXXXXXXX
Title: Secretary Title: Secretary
UGLY DUCKLING PORTFOLIO CYGNET DEALER FINANCE FLORIDA,
CORPORATION INC.
By: /S/ XXX X. XXXXXXXX By: /S/ XXXXXX X. XXXXXXX
Title: Secretary Title: Secretary
