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Exhibit - 10.1(f)
AMENDMENT NO. 6 TO MOTOR VEHICLE INSTALLMENT CONTRACT
LOAN AND SECURITY AGREEMENT
This Amendment (the "Amendment") is entered into by and between General Electric
Capital Corporation, a New York corporation ("Lender") and Ugly Duckling
Corporation successor in interest to Ugly Duckling Holdings, Inc. ("Ugly
Duckling") a Delaware corporation, Duck Ventures, Inc. ("Ventures"), Champion
Acceptance Corporation formerly known as Ugly Duckling Credit Corporation
("Credit"), Ugly Duckling Car Sales, Inc. ("Sales"), UDRAC, Inc. ("UDRAC"), and
Champion Financial Services, Inc. ("Champion") all Arizona corporations (Ugly
Duckling, Ventures, Credit, Sales, Champion and UDRAC hereinafter collectively
and individually referred to as "Borrower").
RECITALS
A. Borrower and Lender entered into a Motor Vehicle Installment Contract
Loan and Security Agreement dated as of June 1, 1994, as amended (the
"Agreement") pursuant to which Lender agreed to make Advances to Borrower on the
terms and conditions set forth in the Agreement.
B. Borrower and Lender desire to amend certain provisions of the
Agreement pursuant to the terms 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:
(a) General Interest Rate, Fees. Subsections 2.3(A) of the Agreement are
hereby amended in their entirety to read as follows:
"Section 2.3 General Interest Rate, Fees. (A) Except as modified by
Sections 2.5 and 15.1, the Loan shall bear interest, calculated daily on the
basis of a 365-day year, at a per annum rate equal to Three Hundred Sixty basis
points (3.60%) plus the LIBOR Rate."
(b) Capital Structure. Section 14.4 of the Agreement is hereby amended
in its entirety to read as follows:
"Capital Structure. Borrower shall not (i) redeem, retire, purchase or
otherwise acquire, directly or indirectly, any of Borrower's stock, or (ii)
make any change in Borrower's capital structure, or (iii) make any change in any
of its business objectives, purposes and operations which might in any way
adversely affect the payment or performance of, or Borrower's ability to pay
and perform, its obligations to Lender with respect to this Agreement. However,
Borrower may complete a second public offering of its common stock and, in
connection therewith, authorize and retire a class of preferred stock in the
amount of Ten Million Dollars ($10,000,000.00) held by
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Verde Investments, Inc. from the proceeds of a second public offering and
redeem not more than One Hundred Thousand Dollars ($100,000.00) worth of the
common stock of Borrower held by Xxxxxx X. Xxxxxx XX from the proceeds of a
second public offering on or about November 15, 1996 provided that the
Borrower's Net Worth does not fall below Twenty-Five Million Dollars
($25,000,000.00). This transaction will conform to such terms and conditions as
have been disclosed to Lender prior to the date of this Amendment. Upon
completion of the second public offering Borrower shall not allow a transfer of
ownership of Borrower which results in less than 25% of the voting stock of
Borrower being owned by Xxxxxx X. Xxxxxx, XX."
(c) Underutilization Fee: The definition of "Underutilization Fee"
in Section 1.0 of the Agreement is hereby amended in its entirety to read as
follows:
"Underutilization Fee: the fee payable by Borrower to Lender equal to
one half of one percent (0.50%) on an annualized basis or 0.0013699% times the
unused portion of the Credit Line below Thirty Million Dollars ($30,000,000.00),
with the unused portion being equal to the difference between Thirty Million
Dollars ($30,000,000.00) and the actual daily balance of the outstanding
Advance. This fee will be due monthly for the previous month and will be billed
immediately following the month end."
(d) Rolling Average Delinquency. Paragraph (L) of Section 15.0 of
the Agreement, Events of Default, is hereby amended in its entirety to read as
follows:
"(L) The Rolling Average Delinquency exceeds eight and one half percent
(8.5%)."
(e) Financial Condition. Section 13.6 of the Agreement is hereby
amended in its entirety to read as follows:
"Financial Condition. Borrower shall not allow its Debt Ratio to
exceed 2.0 to 1. Borrower shall maintain a Net Worth of at least Twenty-five
Million Dollars ($25,000,000.00). Borrower shall notify Lender in writing,
promptly upon its learning thereof of any material adverse change in the
financial condition of Borrower or a Guarantor."
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 October 11, 1996.
GENERAL ELECTRIC CAPITAL CORPORATION UGLY DUCKING CAR SALES, INC.
By: /s/ By: /s/ Xxxxxx X. Xxxxxxx
Title: Title: Secretary
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UGLY DUCKLING CORPORATION UDRAC, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Title: Sr. Vice President Title: Secretary
DUCK VENTURES, INC. CHAMPION FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Title: Sr. Vice President Title: Secretary
CHAMPION ACCEPTANCE CORPORATION
formerly known as UGLY DUCKLING
CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Secretary
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