GREENWICH/GECC/BNY INTERCREDITOR AGREEMENT
This Greenwich/GECC/BNY Intercreditor Agreement (this "Agreement") is
entered into on this 13th day of April 2001 by and between General Electric
Capital Corporation, a New York corporation ("Inventory Lender"), Greenwich
Capital Financial Products, Inc., a Delaware corporation ("Receivable Lender"),
and BNY Midwest Trust Company, an Illinois corporation, as Collateral Agent
("Collateral Agent" and collectively with Inventory Lender and Receivable
Lender, the "Parties" and each a "Party") on behalf of the Stock Lenders under
the Stock Loan Agreement (each defined below).
Recitals:
1. Ugly Duckling Corporation, a Delaware corporation ("Ugly Duckling"),
Ugly Duckling Car Sales and Finance Corporation, an Arizona corporation
("UDCSFC"), Ugly Duckling Credit Corporation, an Arizona corporation ("UDCC"),
Ugly Duckling Car Sales, Inc., an Arizona corporation ("Car Sales"), Ugly
Duckling Car Sales Florida, Inc., a Florida corporation ("Car Sales Florida")
and Ugly Duckling Finance Corporation, an Arizona corporation ("UDFC") (Ugly
Duckling, UDCSFC, UDCC, Car Sales, Car Sales Florida and UDFC are collectively
referred to herein as the "Debtor") have entered into that certain Master Loan
and Security Agreement of even date herewith, by and between Debtor and
Receivable Lender (as the same may be renewed, extended, modified, amended or
replaced from time to time, the "Receivables Loan Agreement").
2. Debtor and Inventory Lender are parties to that certain Amended and
Restated Motor Vehicle Installment Contract Loan and Security Agreement dated as
of August 15, 1997, by and between Debtor and Inventory Lender (as the same may
be renewed, extended, modified, amended or replaced from time to time, the
"Inventory Loan Agreement").
3. UDC, UDCSFC and Collateral Agent are parties to that certain Senior
Secured Loan Agreement dated as of January 11, 2001 among UDC, the lenders party
thereto (each, a "Stock Lender"), and Collateral Agent (as the same may be
renewed, extended, modified, amended or replaced from time to time, the "Stock
Loan Agreement"). In connection with the Stock Loan Agreement, a Consent and
Subordination Agreement dated as of January 11, 2001 (as the same may be
renewed, extended, modified, amended or replaced from time to time, the
"GECC/SunAmerica Subordination Agreement") was entered into by the parties to
the Stock Loan Agreement and the Inventory Lender.
4. Receivable Lender acknowledges that the extension of credit and other
financial accommodations granted to Debtor by Inventory Lender and Stock Lender
are of value to Receivable Lender.
5. Inventory Lender acknowledges that the extension of credit and other
financial accommodations granted to Debtor by Receivable Lender and Stock Lender
are of value to Inventory Lender.
6. Collateral Agent and Stock Lender acknowledge that the extension of
credit and other financial accommodations granted to Debtor by Receivable Lender
and Inventory Lender are of value to Stock Lender.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
1. Definitions. Certain capitalized terms are used in this Agreement with
the specific meanings defined in this Section 1 or in other provisions of this
Agreement. All terms defined in this Section 1 or in other provisions of this
Agreement in the singular shall have the same meanings when used in the plural
and vice versa.
"Agreement" shall have the meaning set forth in the preamble hereto.
"Business Day" means any day other than (i) a Saturday or Sunday, or (ii) a
day in which the New York Stock Exchange or the Federal Reserve Bank of New York
is authorized or obligated by law or executive order to be closed.
"Collateral Agent" shall have the meaning assigned to such term in the
preamble hereto.
"Contract Collateral" shall have the meaning ascribed to such term in the
Receivables Loan Agreement on the date of this Agreement, except to the extent
specified in Section 6(d) hereof, and provided that, notwithstanding any
contrary provision herein, such term shall not include any Stock Pledge
Collateral.
"Custodian" shall have the meaning ascribed to such term in the Receivables
Loan Agreement.
"Debtor" shall have the meaning set forth in the recitals hereto.
"GECC/SunAmerica Subordination Agreement" shall have the meaning assigned
to such term in the recitals hereto.
"Inventory Collateral" shall have the meaning ascribed to "Non-Contract
Collateral" in the Receivables Loan Agreement on the date of this Agreement,
except that any proceeds of Inventory Collateral which constitute Contracts or
other Contract Collateral shall not constitute Inventory Collateral or Proceeds
of Inventory Collateral unless so specified in Section 6(d) hereof, and provided
that, notwithstanding any contrary provision herein, such term shall not include
any Stock Pledge Collateral.
"Inventory Lender" shall have the meaning set forth in the preamble hereto.
"Inventory Lender Debt" shall mean any and all obligations, liabilities and
indebtedness of Debtor or any successor or assign of Debtor, including without
limitation, a receiver, trustee or debtor in possession to Inventory Lender,
arising under, or incurred in connection with the Inventory Loan Documents,
whether now existing or hereafter arising, whether direct, indirect, contingent,
joint, several or independent, whether created directly or acquired by
assignment or otherwise, whether evidenced by a written instrument or not and
whether such obligations, liabilities and indebtedness (including, but not
limited to, interest on any such obligations, liabilities and indebtedness)
arise or accrue before or after the commencement of any bankruptcy, insolvency
or receivership proceeding. The Inventory Lender Debt shall be entitled to the
benefits of this Agreement and shall continue to constitute Inventory Lender
Debt for all purposes of this Agreement, notwithstanding the fact that such
Inventory Lender Debt or any claim in respect thereof shall be disallowed,
avoided or subordinated pursuant to the provisions of Title 11 of the United
Stated Code, as amended from time to time, or other applicable law.
"Inventory Lender Payoff" shall occur upon the full and irrevocable payment
in cash of the Inventory Lender Debt and termination of the Inventory Lender
Documents.
"Inventory Loan Agreement" shall have the meaning set forth in the recitals
hereto.
"Inventory Loan Default Notice" means a notice delivered in accordance with
the requirements of Section 9 herein which states that an event of default under
any provision of the Inventory Loan Agreement has occurred.
"Inventory Loan Documents" shall mean the Inventory Loan Agreement and the
other "Loan Documents", as such term is defined in the Inventory Loan Agreement.
"Inventory Loan Payments" shall mean payments of principal, interest, fees,
expenses, collection costs, unreimbursed obligations and indemnification
obligations due and owing to the Inventory Lender pursuant to the terms of the
Inventory Loan Documents.
"Loan Documents" shall mean, collectively, the Receivables Loan Documents,
the Inventory Loan Documents and the Stock Loan Documents.
"Market Value" shall have the meaning ascribed to such term in the
Receivables Loan Agreement.
"Parties" shall have the meaning set forth in the preamble hereto.
"Proceeding" shall mean any bankruptcy, insolvency, or receivership
proceeding.
"Proceeds" shall have the meaning assigned to it under the Uniform
Commercial Code, shall also include "products" (as defined in the Uniform
Commercial Code), and, in any event, shall include, but not be limited to (a)
any and all proceeds of any insurance, indemnity, warranty, letter of credit or
guaranty or collateral security payable to or on behalf of any grantor from time
to time with respect to any of the Contract Collateral, the Inventory Collateral
or the Stock Pledge Collateral, as applicable, (b) any and all payments (in any
form whatsoever) made or due and payable to or on behalf of the owner of the
Contract Collateral, the Inventory Collateral or the Stock Pledge Collateral, as
applicable, from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Contract
Collateral, the Inventory Collateral or the Stock Pledge Collateral, as
applicable, by any governmental body, authority, bureau or agency (or any person
acting under color of governmental authority) and (c) any and all other amounts
from time to time paid or payable under or in connection with any of the
Contract Collateral, the Inventory Collateral or the Stock Pledge Collateral, as
applicable. Contract Collateral shall not constitute Proceeds of Inventory
Collateral, except to the extent so provided in Section 6(d) herein.
"Receivable Lender" shall have the meaning set forth in the preamble
hereto.
"Recievable Lender Payoff" shall occur upon the full and irrevocable
payment in cash of the Receivables Obligations and termination of the Receivable
Loan Documents.
"Receivables Loan Agreement" shall have the meaning set forth in the
recitals hereto.
"Receivables Loan Documents" shall mean the Receivables Loan Agreement, the
GECC/SunAmerica Subordination Agreement and the other "Loan Documents" as such
term is defined in the Receivables Loan Agreement.
"Receivables Obligations" shall mean any and all obligations, liabilities
and indebtedness of Debtor or any successor or assign of Debtor, including
without limitation, a receiver, trustee or debtor in possession to Receivable
Lender, arising under, or incurred in connection with, the Receivables Loan
Documents, whether now existing or hereafter arising, whether direct, indirect,
contingent, joint, several or independent, whether created directly or acquired
by assignment or otherwise, whether evidenced by a written instrument or not and
whether such obligations, liabilities and indebtedness (including, but not
limited to, interest on any such obligations, liabilities and indebtedness)
arises or accrues before or after the commencement of any bankruptcy, insolvency
or receivership proceeding. The Receivables Obligations shall be entitled to the
benefits of this Agreement and shall continue to constitute Receivables
Obligations for all purposes of this Agreement, notwithstanding the fact that
such Receivables Obligations or any claim in respect thereof shall be
disallowed, avoided or subordinated pursuant to the provisions of Title 11 of
the United Stated Code, as amended from time to time, or other applicable law.
"Stock Lender" shall have the meaning set forth in the recitals hereto.
"Stock Lender Debt" shall mean any and all obligations, liabilities and
indebtedness of Debtor or any successor or assign of Debtor, including without
limitation, a receiver, trustee or debtor in possession to Stock Lender, arising
under, or incurred in connection with the Stock Loan Documents, whether now
existing or hereafter arising, whether direct, indirect, contingent, joint,
several or independent, whether created directly or acquired by assignment or
otherwise, whether evidenced by a written instrument or not and whether such
obligations, liabilities and indebtedness (including, but not limited to,
interest on any such obligations, liabilities and indebtedness) arise or accrue
before or after the commencement of any bankruptcy, insolvency or receivership
proceeding. The Stock Lender Debt shall be entitled to the benefits of this
Agreement and shall continue to constitute Stock Lender Debt for all purposes of
this Agreement, notwithstanding the fact that such Stock Lender Debt or any
claim in respect thereof shall be disallowed, avoided or subordinated pursuant
to the provisions of Title 11 of the United Stated Code, as amended from time to
time, or other applicable law.
"Stock Lender Payoff" shall occur upon the full and irrevocable payment in
cash of the Stock Lender Debt and termination of the Stock Loan Documents.
"Stock Loan Agreement" shall have the meaning set forth in the recitals
hereto.
"Stock Loan Documents" shall mean the Stock Loan Agreement, the
GECC/SunAmerica Subordination Agreement and the other "Loan Documents", as such
term is defined in the Stock Loan Agreement.
"Stock Pledge Collateral" means the capital stock owned by UDCSFC or UDC or
any of its subsidiaries, and the right to receive thereupon dividends and other
distributions of every nature, whether now owned or hereafter acquired, now
existing or hereafter created and wherever located, of Ugly Duckling Receivables
Corporation II, Ugly Duckling Receivables Corporation III, and any other
bankruptcy remote entity created for the purpose of a securitization
transaction.
2. Mutual Recognition and Consent.
(a) Inventory Lender acknowledges and consents to the existence of (i) the
Receivables Loan Documents and the liens and security interests granted in
connection therewith and the transactions contemplated thereby and (ii) the
Stock Loan Documents and the liens and security interests granted in connection
therewith and the transactions contemplated thereby.
(b) Receivable Lender acknowledges and consents to the existence of (i) the
Inventory Loan Documents, the liens and security interests granted in connection
therewith and the transactions contemplated thereby and (ii) the Stock Loan
Documents and the liens and security interests granted in connection therewith
and the transactions contemplated thereby.
(c) Collateral Agent acknowledges and consents to the existence of (i) the
Inventory Loan Documents, the liens and security interests granted in connection
therewith and the transactions contemplated thereby and (ii) the Receivables
Loan Documents and the liens and security interests granted in connection
therewith and the transactions contemplated thereby.
(d) The provisions of this Agreement are intended by the parties hereto to
control any conflicting provisions, including, without limitation, any covenants
prohibiting any further encumbrances of the property of Debtor, which are
contained in the Loan Documents.
3. Lien Subordination. Subject to the conditions set forth herein:
(a) Contract Collateral.
(i) Collateral Agent's liens and security interests in and upon the
Contract Collateral, whether now existing or hereafter arising
pursuant to operation of law or otherwise, are hereby
subordinated to Inventory Lender's and Receivable Lender's liens
and security interests in the Contract Collateral and each holder
of Stock Lender Debt, whether upon original issuance, transfer,
assignment or exchange, agrees to be bound by the provisions of
this Agreement.
(ii) Inventory Lender's liens and security interests in and upon the
Contract Collateral, whether now existing or hereafter arising
pursuant to operation of law or otherwise, are hereby
subordinated to Receivable Lender's liens and security interests
in the Contract Collateral, and each holder of Inventory Lender
Debt, by acceptance of all or any portion of the Inventory Lender
Debt, whether upon original issuance, transfer, assignment or
exchange, agrees to be bound by the provisions of this Agreement.
(b) Inventory Collateral. Receivable Lender's liens and security interests
in the Inventory Collateral, whether now existing or hereafter arising pursuant
to operation of law or otherwise, shall be subordinated to Inventory Lender's
liens and security interests in the Inventory Collateral, and each holder of the
Receivables Obligations, by acceptance of all or any portion of the Receivables
Obligations, whether upon original issuance, transfer, assignment or exchange,
agrees to be bound by the provisions of this Agreement.
(c) Stock Pledge Collateral.
(i) Receivable Lender's liens and security interests in the Stock
Pledge Collateral, whether now existing or hereafter arising
pursuant to operation of law or otherwise, shall be subordinated
to Collateral Agent's and Inventory Lender's liens and security
interests in the Stock Pledge Collateral, and each holder of the
Receivables Obligations, by acceptance of all or any portion of
the Receivables Obligations, whether upon original issuance,
transfer, assignment or exchange, agrees to be bound by the
provisions of this Agreement.
(ii) The subordination of Inventory Lender's liens and security
interests in the Stock Pledge Collateral and certain related
collateral is set forth in the GECC/SunAmerica Subordination
Agreement, and nothing contained in this Agreement is intended,
as between the parties to such agreement, to affect such
subordination.
(d) Lien Priorities. The lien priorities established by this Section 3
shall be effective as among Receivable Lender, Inventory Lender and Collateral
Agent notwithstanding the order of filing of any financing statements or any
other instruments by any party with respect to the Contract Collateral, the
Inventory Collateral and the Stock Pledge Collateral or the possession by any
party of any such collateral. The lien priorities established by this Section 3
shall also be effective as between Inventory Lender, Receivable Lender and
Collateral Agent notwithstanding, and shall have precedence over, any offset or
setoff rights Inventory Lender, Receivable Lender or Collateral Agent may
otherwise have under applicable law as to property of Debtor.
4. Agreement Not Conditioned Upon Validity and Perfection. The
subordinations and relative priority agreements specified in this Agreement
shall not be affected by the avoidability or perfection or non-perfection of the
security interests to which another security interest is subordinated;
accordingly, if a security interest as to which another security interest is
subordinated herein is not perfected or is voidable for any reason, then the
subordination provided for in this Agreement shall remain in full force and
effect among the parties as to the particular collateral which is the subject of
the unperfected or avoidable security interest; provided, however, that
regardless of the effectiveness of this Agreement (or any provision hereof) or
any party's undertaking hereunder,
(a) Inventory Lender hereby agrees that it will not challenge or contest
(i) any provision, or the effect of any provision, of this Agreement, (ii) the
perfection, priority, validity or enforceability of Receivable Lender's liens
and security interests in the Contract Collateral (or any Proceeds thereof
whether or not in the possession of such Party) or (iii) the perfection,
priority, validity or enforceability of Collateral Agent's liens and security
interests in the Stock Pledge Collateral (or any Proceeds thereof whether or not
in the possession of such Party);
(b) Receivable Lender hereby agrees that it will not challenge or contest
(i) any provision, or the effect of any provision, of this Agreement, (ii) the
perfection, priority, validity or enforceability of Inventory Lender's liens and
security interests in the Inventory Collateral or the Stock Pledge Collateral
(or any Proceeds thereof whether or not in the possession of such Party) or
(iii) the perfection, priority, validity or enforceability of Collateral Agent's
liens and security interests in the Stock Pledge Collateral (or any Proceeds
thereof whether or not in the possession of such Party); and
(c) Collateral Agent hereby agrees that it will not challenge or contest
(i) any provision, or the effect of any provision, of this Agreement, (ii) the
perfection, priority, validity or enforceability of Receivable Lender's liens
and security interests in the Contract Collateral or (or any Proceeds thereof
whether or not in the possession of such Party) (iii) the perfection, priority,
validity or enforceability of Inventory Lender's liens and security interests in
the Inventory Collateral (or any Proceeds thereof whether or not in the
possession of such Party).
5. Priority of Indebtedness. The indebtedness and payment obligations of
Debtor with respect to the Inventory Loan Agreement, the Receivables Loan
Agreement and the Stock Loan Agreement shall be of equal priority, with none
having a priority of payment over or subordinate to the other.
6. Management of Collateral.
(a) Contract Collateral. Subject to Section 6(d) below, until payment in
full of the Receivables Obligations, Receivable Lender shall have the exclusive
right (i) to manage, perform and enforce the terms of the Receivables Loan
Documents with respect to the Contract Collateral, (ii) to exercise and enforce
all privileges and rights thereunder according to its discretion and the
exercise of its business judgment including, but not limited to, the exclusive
right to take or retake possession of the Contract Collateral and (iii) to hold,
prepare for sale, process, sell, lease, dispose of, or liquidate the Contract
Collateral, pursuant to a foreclosure or otherwise. Notwithstanding anything to
the contrary contained in any document, instrument or agreement evidencing,
securing or otherwise executed in connection with the incurrence of the
Inventory Lender Debt or Stock Lender Debt, until payment in full of the
Receivables Obligations the Receivable Lender alone shall have the right to
restrict or permit, or approve or disapprove, the sale, transfer or other
disposition of Contract Collateral. Accordingly, should Receivable Lender elect
to exercise its rights and remedies with respect to any of the Contract
Collateral, Receivable Lender may proceed to do so without regard to any
interest of Inventory Lender or Collateral Agent, and each of Inventory Lender
and Collateral Agent waives any claims that it may have against Receivable
Lender for any disposition of the Contract Collateral made in good faith. Each
of Inventory Lender and Collateral Agent agrees, whether or not a default has
occurred in the payment of the Inventory Lender Debt or the performance of any
other obligations to either of them, that any liens on and security interests in
any portion of the Contract Collateral transferred or otherwise disposed of by
Receivable Lender and/or its agents that Inventory Lender or Collateral Agent
might have or acquire shall automatically be fully released ipso facto as to all
indebtedness and other obligations secured thereby owing to Inventory Lender or
Collateral Agent if and when Receivable Lender releases its lien in and security
interest on such portion of the Contract Collateral that is transferred or
otherwise disposed of by Receivable Lender and/or its agents.
(b) Inventory Collateral. Until payment in full of the Inventory Lender
Debt, Inventory Lender shall have the exclusive right (i) to manage, perform and
enforce the terms of the Inventory Loan Documents with respect to the Inventory
Collateral, (ii) to exercise and enforce all privileges and rights thereunder
with respect to the Inventory Collateral according to its discretion and the
exercise of its business judgment including, but not limited to, the exclusive
right to take or retake possession of the Inventory Collateral and (iii) to
hold, prepare for sale, process, sell, lease, dispose of, or liquidate the
Inventory Collateral, pursuant to a foreclosure or otherwise. Notwithstanding
anything to the contrary contained in any document, instrument or agreement
evidencing, securing or otherwise executed in connection with the incurrence of
the Receivables Obligations, until payment in full of the Inventory Lender Debt
the Inventory Lender alone shall have the right to restrict or permit, or
approve or disapprove, the sale, transfer or other disposition of Inventory
Collateral. Accordingly, subject to Section 6(d) below, should Inventory Lender
elect to exercise its rights and remedies with respect to any of the Inventory
Collateral, Inventory Lender may proceed to do so without regard to any interest
of Receivable Lender, and Receivable Lender waives any claims that it may have
against Inventory Lender for any disposition of the Inventory Collateral made in
good faith. Subject to Section 6(d), Receivable Lender agrees, whether or not a
default has occurred in the payment of the Receivables Obligations or the
performance of any other obligations to it, that any liens on and security
interests in any portion of the Inventory Collateral transferred or otherwise
disposed of by Inventory Lender and/or its agents that Receivable Lender might
have or acquire shall automatically be fully released ipso facto as to all
indebtedness and other obligations secured thereby owing to Receivable Lender if
and when Inventory Lender releases its lien in and security interest on such
portion of the Inventory Collateral.
(c) Stock Pledge Collateral. Until payment in full of the Stock Lender
Debt, Collateral Agent shall have the exclusive right (i) to manage, perform and
enforce the terms of the Stock Loan Documents with respect to the Stock Pledge
Collateral, (ii) to exercise and enforce all privileges and rights thereunder
with respect to the Stock Pledge Collateral according to its discretion and the
exercise of its business judgment including, but not limited to, the exclusive
right to take or retake possession of the Stock Pledge Collateral and (iii) to
hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Stock
Pledge Collateral, pursuant to a foreclosure or otherwise. Notwithstanding
anything to the contrary contained in any document, instrument or agreement
evidencing, securing or otherwise executed in connection with the incurrence of
the Receivables Obligations, until payment in full of the Stock Lender Debt, the
Collateral Agent alone shall have the right to restrict or permit, or approve or
disapprove, the sale, transfer or other disposition of Stock Pledge Collateral.
Accordingly, should Collateral Agent elect to exercise its rights and remedies
with respect to any of the Stock Pledge Collateral, Collateral Agent may proceed
to do so without regard to any interest of Receivable Lender, and Receivable
Lender waives any claims that it may have against Collateral Agent for any
disposition of the Stock Pledge Collateral made in good faith. Receivable Lender
agrees, whether or not a default has occurred in the payment of the Receivables
Obligations or the performance of any other obligations to it, that any liens on
and security interests in any portion of the Stock Pledge Collateral transferred
or otherwise disposed of by Collateral Agent and/or its agents that Receivable
Lender might have or acquire shall automatically be fully released ipso facto as
to all indebtedness and other obligations secured thereby owing to Receivable
Lender if and when Collateral Agent releases its lien in and security interest
on such portion of the Stock Pledge Collateral.
(d) Inventory Lender Collateral Retention Notice. At any time following the
occurrence and during the continuance of an Event of Default (as defined in the
Inventory Loan Agreement) pursuant to the Inventory Loan Agreement, Inventory
Lender shall be entitled to deliver a notice (an "Inventory Lender Collateral
Retention Notice") to Receivable Lender with a copy to Collateral Agent. If
Inventory Lender delivers an Inventory Lender Collateral Retention Notice, then
all proceeds of Inventory Collateral which consist of Contracts which are
created on or after the opening of business on the first Business Day following
Receivable Lender's receipt of an Inventory Lender Collateral Retention Notice
(and all proceeds of such Contracts) shall not constitute Contract Collateral,
but shall instead constitute Inventory Collateral (including Proceeds of
Inventory Collateral) for all purposes of this Agreement; provided that if the
Receivable Lender, in Receivable Lender's sole discretion, elects to pay to the
Inventory Lender an amount of money (the "Cash-out Amount") mutually agreed upon
by the Inventory Lender, the Receivable Lender and the Borrower, then,
notwithstanding the provisions of this Section 6(d), upon payment of the
Cash-out Amount to the Inventory Lender, such Contracts (and all proceeds of
such Contracts) shall constitute Contract Collateral (and shall not constitute
Inventory Collateral or Proceeds of Inventory Collateral).
7. Representations and Warranties Regarding Loans.
(a) Inventory Lender represents and warrants that (i) all of the Inventory
Lender Debt outstanding on the date hereof is evidenced by the Inventory Loan
Documents, (ii) Inventory Lender has not previously assigned any interest in the
Inventory Lender Debt or granted any security interest therein, (iii) no other
party owns any interest in the Inventory Lender Debt other than Inventory Lender
(whether as joint holders of the Inventory Lender Debt, participants or
otherwise), other than any such interest arising by operation of law, and (iv)
the entire Inventory Lender Debt is owing only to Inventory Lender.
(b) Receivable Lender represents and warrants that (i) all of the
Receivable Obligations outstanding on the date hereof is evidenced by the
Receivables Loan Documents, (ii) Receivable Lender has not previously assigned
any interest in the Receivable Obligations or granted any security interest
therein, (iii) no other party owns any interest in the Receivable Obligations
other than Receivable Lender (whether as joint holders of the Receivable
Obligations, participants or otherwise), other than any such interest arising by
operation of law, and (iv) the entire Receivable Obligations is owing only to
Receivable Lender.
(c) Collateral Agent represents and warrants that (i) all of the Stock
Lender Debt outstanding on the date hereof is evidenced by the Stock Loan
Documents, (ii) neither the Collateral Agent nor any Stock Lender has previously
assigned any interest in the Stock Lender Debt or granted any security interest
therein, (iii) no other party owns any interest in the Stock Lender Debt other
than Collateral Agent and the Stock Lenders (whether as joint holders of the
Stock Lender Debt, participants or otherwise), other than any such interest
arising by operation of law, (iv) the entire Stock Lender Debt is owing only to
the Stock Lenders, and (v) Collateral Agent has full authority to act as the
Stock Lenders' agent in connection with the execution, delivery and performance
of this Agreement, and that upon execution and delivery of this Agreement by
Collateral Agent this Agreement will constitute a valid and binding agreement of
the Stock Lenders, enforceable according to its terms.
8. Notice of Default.
(a) Debtor agrees to promptly, but in any event within one (1) Business Day
after receipt of (i) any Inventory Loan default notice sent to Debtor and (ii)
any notice sent by Inventory Lender to Debtor in the exercise any of its rights
and remedies under the Inventory Loan Documents in connection with an event of
default, send to Receivable Lender and Collateral Agent a copy of each such
notice.
(b) Debtor agrees to promptly, but in any event within one (1) Business Day
after receipt of (i) any Receivable Loan default notice sent to Debtor and (ii)
any notice sent by Receivable Lender to Debtor in the exercise any of its rights
and remedies under the Receivable Loan Documents in connection with an event of
default, send to Inventory Lender and Collateral Agent a copy of each such
notice.
(c) Debtor agrees to promptly, but in any event within one (1) Business Day
after receipt of (i) any Stock Loan default notice sent to Debtor and (ii) any
notice sent by Collateral Agent to Debtor in the exercise any of its rights and
remedies under the Stock Loan Documents in connection with an event of default,
send to Inventory Lender and Receivable Lender a copy of each such notice.
9. Standstill.
(a) Inventory Lender Standstill. Inventory Lender agrees that it shall not
take any enforcement action against the Contract Collateral available upon the
occurrence of a default or an event of default or otherwise under the Inventory
Loan Documents until the Receivables Obligations shall have been paid in full
and all of the commitments of Receivable Lender to Debtor under the Receivables
Loan Documents shall have expired or terminated.
(b) Receivable Lender Standstill.
(i) Receivable Lender agrees that it shall not take any enforcement
action against the Inventory Collateral available upon the
occurrence of a default or an event of default or otherwise under
the Receivables Loan Documents until the Inventory Lender Debt
shall have been paid in full and all of the commitments of
Inventory Lender to Debtor under the Inventory Loan Documents
shall have expired or terminated.
(ii) Receivable Lender agrees that it shall not take any enforcement
action against the Stock Pledge Collateral available upon the
occurrence of a default or an event of default or otherwise under
the Receivables Loan Documents until the Stock Lender Debt and
the Inventory Lender Debt shall have been paid in full and all of
the commitments of Collateral Agent to Debtor under the Stock
Loan Documents and of the Inventory Lender to Debtor under the
Inventory Loan Documents shall have expired or terminated.
(c) Collateral Agent Standstill. Collateral Agent agrees that it shall not
take any enforcement action against the Contract Collateral available upon the
occurrence of a default or an event of default or otherwise under the Stock Loan
Documents until the Receivables Obligations and the Inventory Lender Debt shall
have been paid in full and all of the commitments of Receivable Lender to Debtor
under the Receivable Loan Documents and of the Inventory Lender to Debtor under
the Inventory Loan Documents shall have expired or terminated.
10. Turnover Obligations.
(a) Payments Received by Inventory Lender.
(i) Contract Collateral.
(A) If any Proceeds of the Contract Collateral are received by
Inventory Lender prior its receipt of notice of the
Receivable Lender Payoff, Inventory Lender shall receive and
hold the same for the benefit of Receivable Lender and shall
forthwith deliver the same to Receivable Lender in precisely
the form received (except for the endorsement or assignment
of Inventory Lender, without recourse, where necessary), for
application on the Receivables Obligations, due or not due,
and, until so delivered, the same shall be held by Inventory
Lender as the property of Receivable Lender. In the event of
the failure of Inventory Lender to make any such endorsement
or assignment to Receivable Lender, Receivable Lender, or
any of its officers or employees, is hereby irrevocably
authorized to make the same.
(B) If any Proceeds or payment in respect of the Contract
Collateral is received by Inventory Lender after the
Inventory Lender Payoff and after its receipt of notice of
the Receivable Lender Payoff, Inventory Lender shall receive
and hold the same for the benefit of Collateral Agent and
shall forthwith deliver the same to Collateral Agent in
precisely the form received (except for the endorsement or
assignment of Inventory Lender, without recourse, where
necessary), for application on the Stock Lender Debt, due or
not due, and, until so delivered, the same shall be held by
Inventory Lender as the property of Collateral Agent. In
event of the failure of Inventory Lender to make any such
endorsement or assignment to Collateral Agent, Collateral
Agent, or any of its officers or employees, is hereby
irrevocably authorized to make the same.
(ii) Inventory Collateral. If any Proceeds or payment in respect of
the Inventory Collateral is received by Inventory Lender after
the Inventory Lender Payoff, Inventory Lender shall receive and
hold the same for the benefit of Receivable Lender and shall
forthwith deliver the same to Receivable Lender in precisely the
form received (except for the endorsement or assignment of
Inventory Lender, without recourse, where necessary), for
application on the Receivable Obligations, due or not due, and,
until so delivered, the same shall be held by Inventory Lender as
the property of Receivable Lender. In event of the failure of
Inventory Lender to make any such endorsement or assignment to
Receivable Lender, Receivable Lender, or any of its officers or
employees, is hereby irrevocably authorized to make the same.
(iii) Stock Pledge Collateral.
(A) If any Proceeds of the Stock Pledge Collateral are received
by Inventory Lender prior its receipt of notice of the Stock
Lender Payoff, Inventory Lender shall receive and hold the
same for the benefit of Collateral Agent and shall forthwith
deliver the same to Collateral Agent in precisely the form
received (except for the endorsement or assignment of
Inventory Lender, without recourse, where necessary), for
application on the Stock Lender Debt, due or not due, and,
until so delivered, the same shall be held by Inventory
Lender as the property of Collateral Agent. In the event of
the failure of Inventory Lender to make any such endorsement
or assignment to Collateral Agent, Collateral Agent, or any
of its officers or employees, is hereby irrevocably
authorized to make the same.
(B) If any Proceeds or payment in respect of the Stock Pledge
Collateral is received by Inventory Lender after the
Inventory Lender Payoff and after its receipt of notice of
the Stock Lender Payoff, Inventory Lender shall receive and
hold the same for the benefit of Receivable Lender and shall
forthwith deliver the same to Receivable Lender in precisely
the form received (except for the endorsement or assignment
of Inventory Lender, without recourse, where necessary), for
application on the Receivable Obligations, due or not due,
and, until so delivered, the same shall be held by Inventory
Lender as the property of Receivable Lender. In event of the
failure of Inventory Lender to make any such endorsement or
assignment to Receivable Lender, Receivable Lender, or any
of its officers or employees, is hereby irrevocably
authorized to make the same.
(b) Payments Received by Receivable Lender.
(i) Contract Collateral.
(A) If any Proceeds or payment in respect of the Contract
Collateral is received by Receivable Lender after the
Receivable Lender Payoff and prior to its receipt of notice
of the Inventory Lender Payoff, Receivable Lender shall
receive and hold the same for the benefit of Inventory
Lender and shall forthwith deliver the same to Inventory
Lender in precisely the form received (except for the
endorsement or assignment of Receivable Lender, without
recourse, where necessary), for application on the Inventory
Lender Debt, due or not due, and, until so delivered, the
same shall be held by Receivable Lender as the property of
Inventory Lender. In event of the failure of Receivable
Lender to make any such endorsement or assignment to
Inventory Lender, Inventory Lender, or any of its officers
or employees, is hereby irrevocably authorized to make the
same.
(B) If any Proceeds or payment in respect of the Contract
Collateral is received by Receivable Lender after the
Receivable Lender Payoff and after its receipt of notice of
the Inventory Lender Payoff, Receivable Lender shall receive
and hold the same for the benefit of Collateral Agent and
shall forthwith deliver the same to Collateral Agent in
precisely the form received (except for the endorsement or
assignment of Receivable Lender, without recourse, where
necessary), for application on the Stock Lender Debt, due or
not due, and, until so delivered, the same shall be held by
Receivable Lender as the property of Collateral Agent. In
event of the failure of Receivable Lender to make any such
endorsement or assignment to Collateral Agent, Collateral
Agent, or any of its officers or employees, is hereby
irrevocably authorized to make the same.
(ii) Inventory Collateral. If any Proceeds or payment in respect of
the Inventory Collateral are received by Receivable Lender prior
to its receipt of notice of the Inventory Lender Payoff,
Receivable Lender shall receive and hold the same for the benefit
of Inventory Lender and shall forthwith deliver the same to
Inventory Lender in precisely the form received (except for the
endorsement or assignment of Receivable Lender, without recourse,
where necessary), for application on the Inventory Lender Debt,
due or not due, and, until so delivered, the same shall be held
by Receivable Lender as the property of Inventory Lender. In the
event of the failure of Receivable Lender to make any such
endorsement or assignment to Inventory Lender, Inventory Lender,
or any of its officers or employees, is hereby irrevocably
authorized to make the same.
(iii)Stock Pledge Collateral.
(A) If any Proceeds of the Stock Pledge Collateral are received
by Receivable Lender prior its receipt of notice of the
Stock Lender Payoff, Receivable Lender shall receive and
hold the same for the benefit of Collateral Agent and shall
forthwith deliver the same to Collateral Agent in precisely
the form received (except for the endorsement or assignment
of Receivable Lender, without recourse, where necessary),
for application on the Stock Lender Debt, due or not due,
and, until so delivered, the same shall be held by
Receivable Lender as the property of Collateral Agent. In
the event of the failure of Receivable Lender to make any
such endorsement or assignment to Collateral Agent,
Collateral Agent, or any of its officers or employees, is
hereby irrevocably authorized to make the same.
(B) If any Proceeds of the Stock Pledge Collateral are received
by Receivable Lender after its receipt of notice of the
Stock Lender Payoff and prior to is receipt of notice of the
Inventory Lender Payoff, Receivable Lender shall receive and
hold the same for the benefit of Inventory Lender and shall
forthwith deliver the same to Inventory Lender in precisely
the form received (except for the endorsement or assignment
of Receivable Lender, without recourse, where necessary),
for application on the Inventory Lender Debt, due or not
due, and, until so delivered, the same shall be held by
Receivable Lender as the property of Inventory Lender. In
the event of the failure of Receivable Lender to make any
such endorsement or assignment to Inventory Lender,
Inventory Lender, or any of its officers or employees, is
hereby irrevocably authorized to make the same.
(c) Payments Received by Collateral Agent.
(i) Contract Collateral.
(A) If any Proceeds of the Contract Collateral are received by
Collateral Agent prior its receipt of notice of the
Receivable Lender Payoff, Collateral Agent shall receive and
hold the same for the benefit of Receivable Lender and shall
forthwith deliver the same to Receivable Lender in precisely
the form received (except for the endorsement or assignment
of Collateral Agent, without recourse, where necessary), for
application on the Receivable Obligations, due or not due,
and, until so delivered, the same shall be held by
Collateral Agent as the property of Receivable Lender. In
the event of the failure of Collateral Agent to make any
such endorsement or assignment to Receivable Lender,
Receivable Lender, or any of its officers or employees, is
hereby irrevocably authorized to make the same.
(B) If any Proceeds of the Contract Collateral are received by
Collateral Agent after its receipt of notice of the
Receivable Lender Payoff and prior to its receipt of notice
of the Inventory Lender Payoff, Collateral Agent shall
receive and hold the same for the benefit of Inventory
Lender and shall forthwith deliver the same to Inventory
Lender in precisely the form received (except for the
endorsement or assignment of Collateral Agent, without
recourse, where necessary), for application on the Inventory
Lender Debt, due or not due, and, until so delivered, the
same shall be held by Collateral Agent as the property of
Inventory Lender. In the event of the failure of Collateral
Agent to make any such endorsement or assignment to
Inventory Lender, Inventory Lender, or any of its officers
or employees, is hereby irrevocably authorized to make the
same.
(ii) Stock Pledge Collateral.
(A) If any Proceeds or payment in respect of the Stock Pledge
Collateral is received by Collateral Agent after the Stock
Lender Payoff and prior to its receipt of notice of the
Inventory Lender Payoff, Collateral Agent shall receive and
hold the same for the benefit of Inventory Lender and shall
forthwith deliver the same to Inventory Lender in precisely
the form received (except for the endorsement or assignment
of Collateral Agent, without recourse, where necessary), for
application on the Inventory Lender Debt, due or not due,
and, until so delivered, the same shall be held by
Collateral Agent as the property of Inventory Lender. In
event of the failure of Collateral Agent to make any such
endorsement or assignment to Inventory Lender, Inventory
Lender, or any of its officers or employees, is hereby
irrevocably authorized to make the same.
(B) If any Proceeds or payment in respect of the Stock Pledge
Collateral is received by Collateral Agent after the Stock
Lender Payoff and after its receipt of notice of the
Inventory Lender Payoff, Collateral Agent shall receive and
hold the same for the benefit of Receivable Lender and shall
forthwith deliver the same to Receivable Lender in precisely
the form received (except for the endorsement or assignment
of Collateral Agent, without recourse, where necessary), for
application on the Receivable Obligations, due or not due,
and, until so delivered, the same shall be held by
Collateral Agent as the property of Receivable Lender. In
event of the failure of Collateral Agent to make any such
endorsement or assignment to Receivable Lender, Receivable
Lender, or any of its officers or employees, is hereby
irrevocably authorized to make the same.
11. Provisions to Apply After Bankruptcy. The provisions of this Agreement
shall continue in full force and effect, notwithstanding the commencement of a
Proceeding by or against Debtor or any of its property.
12. Waivers. No waiver shall be deemed to be made by any Party of any of
its respective rights hereunder, unless the same shall be in writing signed on
their behalf, and each waiver, if any, shall be a waiver only with respect to
the specific instance involved and shall in no way impair their rights or their
obligations to the other in any other respect at any other time.
13. Information Concerning Financial Condition of Debtor. Each Party hereby
assumes responsibility for keeping itself informed of the financial condition of
Debtor and of all other circumstances bearing upon the risk of nonpayment of the
Receivables Obligations, the Inventory Lender Debt or the Stock Lender Debt, as
applicable, and each Party hereby agrees that each Party shall have no duty to
advise the other Party of information known to such Party regarding such
condition or any such circumstances. In the event any Party, in its sole
discretion, provides any such information to the other Party, such Party shall
be under no obligation (i) to provide any such information to the other Party on
any subsequent occasion or (ii) to update or correct such information.
14. Notice. Any notice or request required or permitted to be given under
or in connection with this Agreement (except as may otherwise be expressly
required herein) shall be in writing and shall be mailed by first class or
express mail or overnight messenger, postage prepaid, or sent by telex,
telegram, facsimile or other similar form of rapid transmission, confirmed by
mailing (by first class or express mail, postage prepaid) written confirmation
at substantially the same time as such rapid transmission, or personally
delivered to an officer of the receiving party. All such communications shall be
mailed, sent or delivered to the parties hereto at their respective addresses
set forth below:
Inventory Lender: General Electric Capital Corporation
000 XX Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Manager - Commercial
Facsimile: (000) 000-0000
With a copy to:
--------------
General Counsel
000 XX Xxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Receivable Lender: Greenwich Capital Financial Products, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxx X. Xxxxx
Facsimile: (000) 000-0000
With a copy to:
--------------
General Counsel
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Collateral Agent: BNY Midwest Trust Company
0 Xxxxx XxXxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000
Debtor: Ugly Duckling Corporation
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Treasurer
Facsimile: (000) 000-0000
With a copy to:
--------------
General Counsel
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
or at such other addresses or to such individual's or department's attention as
any party may have furnished the other party in writing. Any communication so
addressed and mailed by first class mail shall be deemed to have been given on
the third business day following the day it is mailed, any communication sent by
rapid transmission shall be deemed to be given when receipt of such transmission
is confirmed, and any communication delivered in person shall be deemed to be
given when receipted for by, or actually received by, an officer of the
receiving party.
15. Further Assurances. From time to time, as and when requested by any
party in writing hereto and at such party's expense, any other party shall
execute and deliver, or cause to be executed and delivered, all such documents
and instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary or desirable to
evidence and effectuate the transactions contemplated by this Agreement.
16. Governing Law. This Agreement shall be deemed to have been made in New
York, New York and shall be interpreted, and the rights and obligations of the
parties hereto determined, in accordance with the laws and decisions of the
State of New York without reference to choice of law doctrine.
17. Binding Obligations; Successors and Assigns. At the time that
Receivable Lender makes a Receivable Advance to Debtor pursuant to the
Receivables Loan Agreement, this Agreement shall be immediately binding upon
Inventory Lender, Receivable Lender, Collateral Agent and their respective
successors and assigns. Inventory Lender will not assign or transfer all or any
part of the Inventory Lender Debt unless it first advises any such transferee
that the Inventory Lender Debt is subject in all respects to the terms of this
Agreement. This Agreement may be assigned by Inventory Lender in connection with
any assignment or transfer of the Inventory Lender Debt. Receivable Lender will
not assign or transfer its commitment under the Receivables Loan Agreement
unless it first advises any such transferee that the Receivables Obligations are
subject in all respects to the terms of this Agreement. This Agreement may be
assigned by Receivable Lender in connection with any assignment or transfer of
the Receivables Obligations. Collateral Agent will not assign or transfer all or
any part of the Stock Lender Debt unless it first advises any such transferee
that the Stock Lender Debt is subject in all respects to the terms of this
Agreement. This Agreement may be assigned by Collateral Agent in connection with
any assignment, transfer or refinancing of the Stock Lender Debt, and each
assignee and refinancing lender shall be subject to all obligations and entitled
to all benefits accruing to the Collateral Agent and the Stock Lenders
hereunder.
18. No Prejudice or Impairment. The provisions of this Agreement are solely
for the purposes of defining the relative rights of each of Receivable Lender,
Inventory Lender and Collateral Agent. The Receivable Lender shall not be
prejudiced in its right to enforce subordination of the Inventory Lender's or
the Collateral Agent's security interest in the Contract Collateral by any act
or failure to act by Debtor or anyone in custody of its assets or property. The
Inventory Lender shall not be prejudiced in its right to enforce subordination
of the Receivable Lender's security interest in the Inventory Collateral by any
act or failure to act by Debtor or anyone in custody of its assets or property.
The Collateral Agent shall not be prejudiced in its right to enforce
subordination of the Receivable Lender's security interest in the Stock Pledge
Collateral by any act or failure to act by Debtor or anyone in custody of its
assets or property. Nothing herein shall impair, as between Debtor and the
Inventory Lender, the obligation of Debtor, which is unconditional and absolute,
to pay to the Inventory Lender the principal of and interest on the Inventory
Lender Debt as and when the same shall become due in accordance with their
terms, nor shall anything herein prevent the Inventory Lender from exercising
all remedies otherwise permitted by applicable law upon default under the
Inventory Loan Documents, subject, however, to the provisions of this Agreement
and the rights of the Receivable Lender in the Contract Collateral to the extent
provided herein. Nothing herein shall impair, as between Debtor and the Stock
Lenders, the obligation of Debtor, which is unconditional and absolute, to pay
to the Stock Lenders the principal of and interest on the Stock Lender Debt as
and when the same shall become due in accordance with their terms, nor shall
anything herein prevent the Collateral Agent from exercising all remedies
otherwise permitted by applicable law upon default under the Stock Loan
Documents, subject, however, to the provisions of this Agreement and the rights
of the Receivable Lender in the Contract Collateral to the extent provided
herein.
19. No Third Party Beneficiaries, This Agreement and the terms and
provisions hereof are solely for the benefit of the Parties and shall not
benefit in any way any person not specifically a party to this Agreement,
including, but not limited to, the Debtor or any guarantors. Nothing in this
Agreement is intended to affect, limit, or in any way diminish the security
interest which the Parties claim in the collateral insofar as the rights of
Debtor and third parties are concerned. The parties hereto specifically reserve
any and all of their respective rights, security interest and right to assert
security interests against the Debtor and any third parties, including
guarantors.
20. Section Titles. The section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
21. Entire Agreement. This Agreement embodies the entire agreement between
the parties and supersedes any and all prior agreements, arrangements and
understandings relating to the matters provided for herein. No alteration,
waiver, amendment, or change or supplement hereto shall be binding or effective
unless the same is set forth in writing by a duly authorized representative of
each party hereto.
22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may be
signed and delivered through facsimile signatures which shall operate as true
and effective signatures of the person signing the original signature
transmitted by such facsimile transmission.
* * * * *
IN WITNESS WHEREOF, the Receivable Lender, the Inventory Lender and the
Collateral Agent have caused their names to be duly signed to this
Greenwich/GECC/BNY Intercreditor Agreement by their respective officers
thereunto duly authorized, all as of the date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:
Name:
Title:
BNY MIDWEST TRUST COMPANY
By:
Name:
Title:
[Consent of Debtor Follows this Page]
CONSENT OF DEBTOR
Debtor hereby acknowledges receipt of a copy of the foregoing
Greenwich/GECC/BNY Intercreditor Agreement. Debtor confirms that (i) the
Inventory Loan Agreement comprises all of Debtor's existing indebtedness and
obligations to Inventory Lender, (ii) the Receivables Loan Agreement comprises
all of Debtor's existing indebtedness and obligations to the Receivable Lender.
Debtor consents to the Greenwich/GECC/BNY Intercreditor Agreement and agrees
that it will observe and comply with the terms and provisions of the
Greenwich/GECC/BNY Intercreditor Agreement. Debtor hereby agrees to deliver to
(a) Receivable Lender copies of any notices received by it from Inventory Lender
or the Collateral Agent claiming that any default or event of default has
occurred under the Inventory Loan Documents or Stock Loan Documents
respectively, (b) Inventory Lender copies of any notices received by it from
Receivable Lender or Collateral Agent claiming any default or event of default
has occurred under the Receivable Loan Documents or the Stock Loan Documents
respectively, (c) Collateral Agent copies of any notices received by it from
Receivable Lender or Inventory Lender claiming that any default or event of
default has occurred under the Receivable Loan Documents or the Inventory Loan
Documents respectively, and (d) each of the Parties notice of any amendment,
modification, refinancing, or other change with respect the Receivable Lender
Debt, the Inventory Lender Debt and/or the Stock Lender Debt.
UGLY DUCKLING CORPORATION
By:
Name:
Title:
UGLY DUCKLING CAR SALES & FINANCE CORPORATION
By:
Name:
Title:
UGLY DUCKLING CREDIT CORPORATION
By:
Name:
Title:
UGLY DUCKLING CAR SALES, INC.
By:
Name:
Title:
UGLY DUCKLING CAR SALES FLORIDA, INC.
By:
Name:
Title:
UGLY DUCKLING FINANCE CORPORATION
By:
Name:
Title:
