Exhibit A
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN
COMPLIANCE WITH SECTION 12 OF THE WARRANT AGREEMENT DATED AS OF FEBRUARY 12,
1998, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
Warrant No. 11
WARRANT TO PURCHASE ### SHARES OF COMMON STOCK
VOID AFTER 1:30 P.M.,
PHOENIX, ARIZONA TIME, ON APRIL 12, 2001
OR SUCH LATER DATE SET FORTH HEREIN
UGLY DUCKLING CORPORATION
This certifies that, for value received, ___________, the registered
holder hereof or assigns (the "Holder"), is entitled to purchase from UGLY
DUCKLING CORPORATION, a Delaware corporation (the "Company"), at any time after
February 12, 1998, and before 1:30 p.m., Phoenix, Arizona time, on April 12,
2001, at the purchase price per share of $10.81 (the "Warrant Price"), the
number of shares of Common Stock, par value $0.001 per share, of the Company set
forth above (the "Shares"). The number of shares of Common Stock purchasable
upon exercise of the Warrant evidenced hereby and the Warrant Price is subject
to adjustment from time to time as set forth in the Warrant Agreement referred
to below.
This Warrant may be redeemed, at the option of the Company and as more
specifically provided in the Warrant Agreement, at $.10 per share of Common
Stock purchasable upon exercise hereof, at any time after the average Daily
Market Price (as defined in Section 10 of the Warrant Agreement) per share of
the Common Stock for a period of at least twenty (20) consecutive trading days
ending not more than fifteen days prior to the date of the notice given pursuant
to Section 10(b) thereof has equaled or exceeded $16.00, and prior to expiration
of this Warrant. The Holder's right to exercise this Warrant terminates at 1:30
p.m. (Phoenix, Arizona time) on the date fixed for redemption in the notice of
redemption delivered by the Company in accordance with the Warrant Agreement.
The Warrants evidenced hereby may be exercised during the period
referred to above, in whole or in part, by presentation of this Warrant
certificate with the Purchase Form attached hereto duly executed and guaranteed
and simultaneous payment of the Warrant Price (as defined in the Warrant
Agreement and subject to adjustment as provided therein) at the principal office
of the Company. Payment of such price may be made at the option of the Holder in
cash or by certified check or bank draft, all as provided in the Warrant
Agreement.
The Warrants evidenced hereby are part of a duly authorized issue of
Warrants and are issued under and in accordance with the Warrant Agreement dated
as of February 12, 1998, between the Company and the Lenders party thereto, and
are subject to the terms and provisions contained in such Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference herein and made a
part hereof and is hereby referred to for a description of the rights,
limitations, duties and indemnities thereunder of the Company and the Holder of
the Warrants, and to all of which the Holder of this Warrant certificate by
acceptance hereof consents. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company.
Upon any partial exercise of the Warrants evidenced hereby, there will
be issued to the Holder a new Warrant certificate in respect of the Shares
evidenced hereby that have not been exercised. This Warrant certificate may be
exchanged at the office of the Company by surrender of this Warrant certificate
properly endorsed either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same aggregate number of
Shares as evidenced by the Warrant or Warrants exchanged. No fractional Shares
will be issued upon the exercise of rights to purchase hereunder, but the
Company will pay the cash value of any fraction upon the exercise of one or more
Warrants, as provided in the Warrant Agreement.
<PAGE>
The Warrant Price and the number of shares of Common Stock issuable
upon exercise of this Warrant is subject to adjustment as provided in Section 8
of the Warrant Agreement. The Warrant Agreement may be amended by the Company
and the holder or holders of a majority of the outstanding Warrants representing
a majority of the shares of Common Stock underlying such Warrants; provided that
without the consent of each holder of a Warrant certain specified changes cannot
be made to such holder's Warrants.
Neither the Warrants nor the shares of Common Stock underlying the
Warrants may be sold, assigned, or otherwise transferred except in accordance
with the provisions of the Warrant Agreement.
The Holder hereof may be treated by the Company and all other persons
dealing with this Warrant certificate as the absolute owner hereof for all
purposes and as the person entitled to exercise the rights represented hereby,
any notice to the contrary notwithstanding, and until any transfer is entered on
such books, the Company may treat the Holder hereof as the owner for all
purposes. Notices and demands to be given to the Company must be given by
certified or registered mail at the addresses provided in the Warrant Agreement.
All terms used in the Warrant Certificate that are defined in the
Warrant Agreement shall have the respective meanings ascribed to such terms in
the Warrant Agreement.
Dated: June 5, 2000 UGLY DUCKLING CORPORATION
By:/S/ DONALD L. ADDINK
Donald L. Addink
Senior Vice President and Treasurer
ATTEST:
Jon Ehlinger
Secretary
<PAGE>
UGLY DUCKLING CORPORATION
PURCHASE FORM
Mailing Address:
UGLY DUCKLING CORPORATION
2525 East Camelback Road
Suite 500
Phoenix, Arizona 85016
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant certificate for, and to purchase
thereunder, _____________Shares of Common Stock provided for therein, and
requests that certificates for such Shares be issued in the name of:
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)
and that such certificates be delivered to _____________________________________
whose address is _______________________________________________________________
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant certificate for the balance of the Shares purchasable
under the within Warrant certificate be registered in the name of the
undersigned Holder or his or her Assignee as below indicated and delivered to
the address stated below.
Dated:_____________________________________
Name of Holder or Assignee:
________________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
Signature:
Note: The above signature must correspond with the name as it appears upon the
face of the within Warrant certificate in every particular, without alteration
or enlargement or any change whatever, unless these Warrants have been assigned.
<PAGE>
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stock Brokers, Savings and Loan Association, and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
________________________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)
________________________________________________________________________________
______________ Warrants, hereby irrevocably constituting and appointing
_______ Attorney to transfer said Warrants on the books of the Company, with
full power of substitution in the premises.
Dated:_________________
_____________________________________________
Signature of Registered Holder
Note: The signature on this assignment
must correspond with the name as it
appears upon the face of the within
Warrant certificate in every
particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stock Brokers, Savings and Loan Association, and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
AMENDMENT TO
WARRANT AGREEMENT
This Amendment ("Amendment") shall amend that Warrant Agreement
("Agreement"), dated February 12, 1998, between Ugly Duckling Corporation
("Company") and the Lenders, as defined in the Agreement ("Lenders").
Under the Agreement, Lenders and the Company may, with certain
limitations that do not apply to the Amendment, amend the Agreement upon the
agreement of Company and a majority of the holders of the outstanding warrants
under the Agreement. The Lenders below, who represent such a majority, and
Company hereby agree to amend the Agreement as follows:
Under the Agreement, the Company agreed to issue and issued to Lenders
500,000 warrants as set forth in the Agreement and in Exhibits to the Agreement.
Company shall issue to Kayne Anderson Non-Traditional Investments, L.P., Arbco
Associates, L.P., Kayne Anderson Off-Shore Limited, Glacier Water Services,
Inc., Foremost Insurance Company and TOPA Insurance Company, and such parties
shall accept from Company, in the aggregate an additional 75,000 warrants
substantially in the form attached as Exhibit A to the Agreement, except that
the purchase price of the warrants shall be $10.81 and not $10.00, and the
expiration date of the warrants shall be April 12, 2001. These warrants shall be
subject to, and are issued under and in accordance with, the Agreement.
Except as otherwise set forth in this Amendment, the terms and
conditions of the Agreement shall remain unchanged.
This Amendment is effective June 5, 2000.
Ugly Duckling Corporation
By: /S/DONALD L. ADDINK
---------------------------
Its: Senior Vice President
---------------------------
<PAGE>
ARBCO ASSOCIATES, L.P.
By: KAIM Non-Traditional, L.P.
Its: General Partner
By: Kayne Anderson Investment Management, Inc.
Its: General Partner
By: /S/ ROBERT V. SINOTT
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Title: Vice President
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KAYNE ANDERSON NON-TRADITIONAL
INVESTMENTS, L.P.
By: /S/ ROBERT V. SINOTT
--------------------------------------------
Name: Robert V. Sinott
--------------------------------------------
Title: Vice President
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KAYNE ANDERSON OFF-SHORE LIMITED
By: /S/ DAVID SHLADOWSKY
--------------------------------------------
Name: David Shladowsky
--------------------------------------------
Title: General Secretart
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GLACIER WATER SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
FOREMOST INSURANCE COMPANY
By:_________________________________________
Name:_______________________________________
Title:
TOPA INSURANCE COMPANY
By: /S/ DANIEL SHERRIN
--------------------------------------------
Name: Daniel Sherrin
--------------------------------------------
Its:Vice President & Chief Financial Officer
--------------------------------------------
