Exhibit 10.c
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE OF ASSETS
This First Amendment to Agreement of Purchase and Sale of Assets (this
"First Amendment") is made as of June 6, 1997 (the "First Amendment Date")
to amend that certain Agreement of Purchase and Sale of Assets dated December
31, 1996 (the "Agreement") made by and among the parties identified in the
Agreement as Purchaser, Seller and MK. Unless otherwise defined herein, all
capitalized words shall have the meanings established in the Agreement. In
consideration of the covenants of the parties stated herein, the performances
of the parties required hereby and other valuable consideration received,
Purchaser, Seller and MK hereby mutually agree to amend the Agreement as
follows, all effective as of the First Amendment Date:
1. SEMINOLE LOAN. Pursuant to Section 5.5 of the Agreement, Purchaser
made the Seminole Loan to Seller in the original principal amount of
$891,316.00 and the Seminole Loan is secured by the Consumer Paper and
guaranteed by MK pursuant to the Payment Guaranty. Seller hereby agrees to
convey the Consumer Paper to Purchaser and Purchaser hereby agrees to acquire
the Consumer Paper from Seller for a purchase price equal to the outstanding
balance of the Seminole Loan. The Consumer Paper shall be conveyed by Seller
to Purchaser pursuant to the Agreement for Purchase and Sale of Contracts
attached hereto as Exhibit A (the "Consumer Paper Purchase Agreement"). Upon
conveyance of the Consumer Paper, the Payment Guaranty shall be released and
returned to MK by Purchaser's execution and delivery to MK of the Release of
Guaranty attached hereto as Exhibit B (the "Release of Guaranty"). The UCC-1
Financing Statement filed in the State of Florida to perfect the security
interest in the Consumer Paper shall be released by Purchaser's execution and
delivery to Seller of the UCC-2 Termination Statement attached hereto as
Exhibit C (the "Termination Statement").
2. KMH LOAN. Section 5.5(b) of the Agreement is hereby deleted in its
entirety. Seller acknowledges that Purchaser has no obligation to make the
KMH Loan or any other loans relating to the KMH Real Estate at any time.
3. INDEMNIFICATION. Section 8 of the Agreement is amended by the deletion
of subsection 8.3(e), and the deletion of Section 8.6. The mortgage securing
the covenants of indemnity granted pursuant to Section 8.6 of the Agreement
shall be terminated and released by Purchaser's execution and delivery to
Seller of the Release of Mortgage attached hereto as Exhibit D (the "Release
of Mortgage"). The elimination of the obligation of Seller to indemnify
Purchaser for certain Losses on Contracts pursuant to subsection 8.3(e) and
the elimination of the security for the indemnities pursuant to Section 8.6
does not release or modify any other covenants of indemnity of Seller and MK
set forth in the Agreement and all such other covenants of indemnity of Seller
and MK are hereby ratified and affirmed.
Except as amended by this First Amendment, the Agreement remains in full force
and effect and is hereby ratified and affirmed by Purchaser, Seller and MK.
IN WITNESS WHEREOF, Purchaser, Seller, and MK acknowledge their receipt,
review, understanding an acceptance of this First Amendment, all effective as
of the First Amendment Date.
Ugly Duckling Corporation, Seminole Finance Corporation
a Delaware corporation a Florida corporation
By: /s/Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Its: Sr. Vice President Its: President
Second Chance Finance, Inc.
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Its: President
Second Chance Wholesale, Inc.
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Its: President
Xxxxxxx Xxxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Its: President
EXHIBITS (Not Included)
A. Consumer Paper Purchase Agreement
B. Release of Guaranty
C. Termination Statement
D. Release of Mortgage
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