IRREVOCABLE POWER OF ATTORNEY AND CUSTODY AGREEMENT
Robert W. Hall
Ezra P. Mager
As Attorneys-in-Fact
c/o Cross-Continent Auto Retailers, Inc.
1201 S. Taylor Street
Amarillo, TX 79101
Cross-Continent Auto Retailers, Inc.
As Custodian
1201 S. Taylor Street
Amarillo, TX 79101
Dear Sirs:
The undersigned shareholder(s) of Cross-Continent Auto Retailers,
Inc., a Delaware corporation (the "Company"), contemplates that the undersigned
stockholders of the Company (the undersigned stockholders being hereinafter
collectively called the "Selling Stockholders") may sell issued and outstanding
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), to certain Underwriters (as defined below), pursuant to the over-
allotment option described in Section 3 of the Underwriting Agreement referred
to below, in connection with a registered initial public offering of the Common
Stock (the "Offering"). The undersigned also understands that the Company has
filed with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-1 (the "Registration Statement") (File No. 333-
06585) to register the shares of Common Stock (the "Shares") to be sold by the
Selling Stockholders in the Offering under the Securities Act of 1933, as
amended (the "Securities Act").
The undersigned, by executing and delivering this Irrevocable Power of
Attorney and Custody Agreement (the "Agreement"), confirms the undersigned's
willingness to sell the aggregate number of shares of Common Stock set forth
next to the undersigned's name on Appendix A hereto (or such other lesser number
of shares of Common Stock, as determined by the Attorneys-in Fact (as defined
below) in accordance herewith) (collectively, the "Shares") to the Underwriters
and to deposit such Shares with the Company, acting in its capacity as Custodian
hereunder (the "Custodian"), all as hereinafter provided.
The undersigned hereby acknowledges receipt of (i) a draft of an
underwriting agreement dated August __, 1996 (the "Underwriting Agreement"),
among the Company, the
2
Selling Stockholders (acting by their attorneys-in-fact) and the Underwriters
listed on Schedule I thereto (the "Underwriters") relating to the Offering of
Common Stock to be purchased by the Underwriters from the Company and the
Selling Stockholders, and (ii) a conformed copy (without exhibits) of the
original Registration Statement and all amendments thereto through the date of
execution hereof. The undersigned understands that the Underwriting Agreement
is subject to revisions before execution, with such changes as the Attorneys-in-
Fact referred to below deem appropriate (including with respect to the number of
Shares of Common Stock to be sold), and that the Registration Statement has not
yet become effective under the Securities Act and is subject to amendment.
To induce the Underwriters to enter into the Underwriting Agreement
with the Company and the Selling Stockholders and to secure their performance,
the undersigned agrees, for the benefit of the other Selling Stockholders, the
Underwriters and the Company, as follows:
(1) APPOINTMENT OF ATTORNEYS-IN-FACT; GRANT OF AUTHORITY. For
purposes of effecting the sale of the Shares pursuant to the Underwriting
Agreement, the undersigned hereby irrevocably makes, constitutes and
appoints Robert W. Hall and Ezra P. Mager, and each of them, the true and
lawful agents and attorneys-in-fact of the undersigned (each, an "Attorney-
in-Fact" and, collectively, the "Attorneys-in-Fact"), each with full power
and authority (except as provided below) to act hereunder, individually,
collectively, or through duly appointed successor attorneys-in-fact, in his
or their sole discretion (it being understood and agreed that the
Attorneys-in-Fact may, unless otherwise specified herein, act individually
and, where collective action is specified, act collectively by and through
the joint action of each of them, and that each of them may duly appoint
successor attorneys-in-fact and delegate to them any and all of their
powers hereunder), all as hereinafter provided, in the name of and for and
on behalf of the undersigned, as fully as could the undersigned if present
and acting in person, with respect to all matters in connection with the
execution and delivery of the Underwriting Agreement and the registration
and sale of the Shares in the Offering including, but not limited to, the
power and authority to:
(a) authorize and direct the Custodian and any other person or
entity to take any and all actions as may be necessary or deemed to be
advisable by the Attorneys-in-Fact or either of them to effect the
sale, transfer and disposition of the undersigned's Shares in, and in
connection with, the Offering (including without limitation to
determine the number of Shares of the undersigned to be sold (which
may differ from the amount set forth in the Registration Statement and
draft Underwriting Agreement reviewed by the undersigned) and the
price at which such Shares will be sold to the Underwriters (which
shall be the same price per Share as is paid by the
3
Underwriters to the Company pursuant to the Underwriting Agreement)),
on such terms and conditions, except as set forth below, as the
Attorneys-in-Fact or either of them may, in their sole discretion,
determine;
(b) execute and deliver the Underwriting Agreement,
substantially in the form of the draft dated August __, 1996, with
such changes therein as the Attorneys-in-Fact or either of them, in
their sole discretion, except as set forth below, may determine, the
execution and delivery of such Underwriting Agreement by either
Attorney-in-Fact to be conclusive evidence with respect to their
approval thereof, and carry out and comply with each and all of the
provisions of the Underwriting Agreement;
(c) arrange for, prepare or cause to be prepared an amendment or
amendments to the Registration Statement and take all actions as may
be necessary or deemed to be desirable with respect to the
Registration Statement, including, without limitation, the execution,
acknowledgment and delivery of all such certificates, reports,
assurances, documents, letters and consents, as may be necessary or
deemed to be desirable in connection therewith, and execute,
acknowledge and deliver any and all certificates, assurances, reports,
documents, letters and consents to the Commission, appropriate
authorities of states or other jurisdictions, the Underwriters or
legal counsel, which may be required or appropriate in connection with
the registration of the Shares under the Securities Act or the
securities or blue sky laws of the various states and jurisdictions or
to facilitate sales of the Shares including, but not limited to (i) a
request for acceleration of the effective date of the Registration
Statement and (ii) any representations to the Commission necessary to
facilitate effectiveness of the Registration Statement;
(d) retain legal counsel, as appropriate, in connection with any
and all matters referred to herein (which counsel may, but need not,
be counsel for the Company) to represent the Selling Stockholders in
connection with the transactions referred to in the Underwriting
Agreement and this Agreement;
(e) agree with the Company and the other Selling Stockholders
upon the allocation of the expenses of the Offering, and upon the
mutual indemnification of the Company, the Underwriters and the
Selling Stockholders, including the undersigned and the Attorneys-in-
Fact (it being understood and agreed that the Attorneys-in-Fact or
either of them may be Selling Stockholders in the Offering) as set
forth in the Underwriting Agreement, this Agreement or in any other
agreement or instrument;
4
(f) endorse (in blank or otherwise) on behalf of the undersigned
the certificates for Shares to be sold by the undersigned to the
Underwriters, or a stock power or stock powers attached to such
certificates; and
(g) take or cause to be taken any and all further actions, and
execute and deliver, or cause to be executed and delivered, any and
all such agreements (including, but not limited to, the Underwriting
Agreement and any and all documents, instruments and certificates as
may be necessary or deemed to be advisable in connection therewith),
instruments, documents, certificates and share powers, with such
changes as the Attorneys-in-Fact or either of them may, in their sole
discretion, approve (such approval to be evidenced by their signature
thereof) as may be necessary or deemed to be desirable by the
Attorneys-in-Fact or either of them to effectuate, implement and
otherwise carry out the transactions contemplated by the Underwriting
Agreement and this Agreement, or as may be necessary or deemed to be
desirable in connection with the registration of the Shares pursuant
to the Securities Act or the sale of the Shares to the Underwriters;
PROVIDED, HOWEVER, that the Attorneys-in-Fact shall act collectively
insofar as their actions shall concern (i) the determination of the number
of Shares to be sold by Selling Stockholders in the Offering, (ii) the
determination of or any change in or modification of any material terms and
conditions of the Offering, including, but not limited to, any
determination with respect to the pricing, timing or provision of
indemnification in connection with the Offering, (iii) determinations with
respect to any allocation of Shares to be sold by Selling Stockholders in
the Offering and (iv) allocation of any expenses to Selling Stockholders;
PROVIDED FURTHER, HOWEVER, that actions with respect to (iii) or (iv) may
not be made in any manner other than ratably based on the relative number
of Shares set forth with respect to the Selling Stockholders on Appendix A
without the prior consent of each Selling Shareholder. The Attorneys-in-
Fact shall treat equitably all Selling Stockholders for whom the Attorneys-
in-Fact are acting.
(2) IRREVOCABILITY. The undersigned has conferred and granted the
power of attorney and all other authority contained herein in consideration
of the Company's, the other Selling Stockholders' and the Underwriters'
proceeding with, and for the purpose of completing, the transactions
contemplated by the Underwriting Agreement. Therefore, the undersigned
hereby agrees that all power and authority hereby conferred is coupled with
an interest and is irrevocable; and to the fullest extent not prohibited by
law shall not be terminated by any act of the undersigned or by operation
of law or by the occurrence of any event whatsoever, including, without
limitation, the death, incapacity, dissolution, liquidation, termination,
bankruptcy, dissolution of marital relationship or insolvency of the
undersigned or any similar
5
event. If, after the execution of this Agreement, any such event shall
occur before the completion of the transactions contemplated by the
Underwriting Agreement and this Agreement, the Attorneys-in-Fact and the
Custodian are nevertheless authorized and directed to complete all of such
transactions, including the delivery of the certificates for the Shares to
be sold to the Underwriters, as if such event had not occurred and
regardless of notice thereof.
(3) DEPOSIT AND DELIVERY OF SHARES. The undersigned hereby appoints
the Company as Custodian to hold the Shares and to dispose of them in
accordance with the instructions of the Attorneys-in-Fact or either of them
and as set forth herein, with full power in the name of, and for and on
behalf of, the undersigned.
(a) If stock certificates with respect to the Shares are in the
undersigned's possession, the undersigned hereby agrees to deliver
herewith and deposit such certificates with the Custodian, together
with an irrevocable stock power duly executed in blank.
(b) If any Shares are to be delivered to the Custodian by
someone other than the undersigned, the undersigned hereby agrees to
deliver to and deposit with the Custodian an irrevocable stock power
duly executed in blank.
(c) The Attorneys-in-Fact and each of them hereby agree to
instruct The Bank of New York to issue certificates for all of the
Shares and to deliver such certificates to the Custodian or, in the
alternative, to make an appropriate book entry transfer of such Shares
to the account of the Custodian.
(d) The undersigned authorizes and directs the Custodian to
deliver to the Underwriters such Shares as may be designated in
written instructions from either Attorney-in-Fact and to deliver, or
cause to be delivered, certificates representing such Shares to the
Underwriters on the Option Closing Date referred to in the
Underwriting Agreement against receipt of payment (payable to the
Custodian) therefor.
(e) The undersigned hereby authorizes and directs the Attorneys-
in-Fact and each of them and the Custodian to issue appropriate
receipts to the Underwriters, for the full amount of net proceeds, in
the name of the undersigned as payee.
(4) THE CUSTODIAN. The Custodian's execution of this Agreement shall
constitute the acceptance by the Custodian of the agency herein conferred,
and shall evidence its agreement to carry out and perform its duties under
this Agreement in accordance with the provisions hereof, subject, however,
to the following terms and
6
conditions, which all parties hereto agree shall govern and control the
rights, duties and immunities of the Custodian:
(a) The Custodian shall have no duties except those expressly
set forth herein and shall not be liable except for commission of
gross negligence or willful misconduct in the performance of such
duties of the Custodian as are specifically set out herein. The
Custodian shall not be responsible for the performance of the powers
of attorney contained herein by any party hereto, or for the
interpretation of any of the provisions of such powers of attorney, or
for the failure or inability of any other party hereto, or anyone
else, to deliver moneys or certificates for Common Stock or other
property to it or otherwise to honor any provision hereof.
(b) If a controversy arises between two or more of the parties
hereto, or between any of the parties hereto and any person not a
party hereto, as to whether or not or to whom the Custodian shall
deliver the certificates for the Shares or any funds held by it, or as
to any other matter arising out of or relating hereto or to the
property held by it hereunder, the Custodian shall not be required to
determine the same and need not make any delivery of the property or
any portion thereof but may retain it until the rights of the parties
to the dispute shall have finally been determined by agreement or by
final order of a court of competent jurisdiction, PROVIDED, HOWEVER,
that the time for appeal from any such final order shall have expired
without an appeal having been made. The Custodian shall deliver the
property or any portion thereof within 15 days after it has received
written notice of any such agreement or final order (accompanied by an
affidavit that the time for appeal has expired without an appeal
having been made). The Custodian shall be entitled to assume that no
such controversy has arisen unless it has received a written notice
that such a controversy has arisen which refers specifically to this
Agreement and identifies by name and address the adverse claimants to
the controversy.
(c) The Custodian will acknowledge in writing receipt by
physical delivery of any certificates representing any Shares when
such certificates are received.
(5) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Each of the
undersigned represents, warrants and agrees that:
(a) All authorizations and consents, including, but not limited
to, any releases necessary for the execution, delivery and performance
by the undersigned of this Agreement and for the sale and delivery of
the Shares to
7
the Underwriters have been obtained and are in full force and effect,
and the undersigned has full right, power and authority to enter into
and perform the Underwriting Agreement and this Agreement and to sell,
transfer and deliver the Shares to the Underwriters. This Agreement,
upon execution and delivery by the undersigned, and the Underwriting
Agreement, upon execution and delivery by the undersigned or on behalf
of the undersigned by one or more of the Attorneys-in-Fact, will
constitute valid and binding agreements of the undersigned in
accordance with their respective terms.
(b) The undersigned has read the draft of the Underwriting
Agreement referred to above and understands the same, and agrees that
the representations and warranties ascribed to the undersigned as set
forth in Section 2 of the Underwriting Agreement are incorporated by
reference herein, are true and correct on the date hereof and will be
true and correct on the Closing Date referred to in the Underwriting
Agreement with respect to the Offering, and authorizes the Attorneys-
in-Fact, acting on behalf of the undersigned, to confirm the truth and
accuracy of such representations and warranties in connection with the
consummation or implementation of the transactions contemplated by the
Underwriting Agreement and this Agreement. The undersigned
acknowledges that the representations, warranties and obligations made
or undertaken by the undersigned herein shall survive the conclusion
of the Offering and are in addition to, and not in limitation of, the
representations, warranties and obligations made or undertaken, or to
be made or undertaken, on the part of the undersigned in the
Underwriting Agreement, as the same may be executed, delivered and
amended.
(c) The undersigned has not taken and will not take, directly or
indirectly, any action intended to constitute or which has
constituted, or which might reasonably be expected to cause or result
in, stabilization or manipulation of the price of the Common Stock,
and, to assure compliance with Rule 10b-6 under the Securities
Exchange Act of 1934, the undersigned will not make bids for or
purchases of, or induce bids for or purchases of, directly or
indirectly, any Shares of Common Stock until the distribution of all
Shares being sold in the Offering has been completed; the undersigned
has not and will not distribute any prospectus or other offering
material in connection with the Offering and sale of the Shares other
than the then current prospectus filed with the Commission or other
material permitted by the Securities Act.
(d) The foregoing representations, warranties and agreements are
for the benefit of and may be relied upon by the Attorneys-in-Fact,
the Company, the other Selling Stockholders, the Underwriters and
their respective legal counsel. The undersigned agrees that the
representations,
8
warranties and agreements herein contained shall also be true and
correct and in full force and effect on the effective date of the
Registration Statement and the Option Closing Date referred to in the
Underwriting Agreement. The undersigned will immediately notify the
Attorneys-in-Fact and the Company of any default under or breach of
this Agreement (or of any event which, with notice or the lapse of
time or both, would constitute such a default or breach), and in the
event any representation or warranty contained herein shall not be
true or correct; PROVIDED, HOWEVER, that nothing contained herein
shall in any way affect the obligations of the undersigned hereunder
and under the Underwriting Agreement to maintain such representations
and warranties as true and correct and in full force and effect
through the Option Closing Date.
(e) The undersigned acknowledges that the success of the
Offering is largely dependent upon factors not within the Company's
control, such as participation and cooperation by other Selling
Stockholders, market conditions, the Commission and Blue Sky matters,
and other factors within the discretion of the Underwriters. It is
therefore understood that the Company shall not be obligated to
complete the Offering, except under such circumstances as the Company
deems appropriate and desirable, and the Company shall not be liable
to the undersigned for any failure to complete the Offering. This
Agreement will terminate in the event that the Option Closing Date
does not occur on or prior to November 15, 1996, unless this Agreement
is extended by the parties hereto in writing.
(6) PAYMENT. The undersigned hereby authorizes and directs the
Attorneys-in-Fact or either of them to take such action as may be required
to provide for the distribution to the undersigned of the proceeds of the
Offering (net of the reserve for undersigned's share of expenses of the
Offering as described below) owing to the undersigned in connection
therewith, such payment to be made in immediately available funds or such
other manner as the Attorneys-in-Fact or either of them shall determine.
Before remitting any proceeds of the sale of the Shares to the
undersigned, the Attorneys-in-Fact are authorized and empowered to reserve
from the proceeds allocable to the undersigned in respect of Shares sold by
the undersigned an amount determined by the Attorneys-in-Fact to be
sufficient to pay the undersigned's share of all expenses of the Selling
Stockholders. The Selling Stockholders' expenses shall include only those
items of expense set forth in Section 8 of the Underwriting Agreement and
the Attorneys-in-Fact are authorized to pay such expenses from the amount
reserved for such purpose. After payment of any such expenses from the
reserve, the Attorneys-in-Fact will prepare a written itemization of the
expenses and remit to the undersigned his proportionate share of the
balance as well as the
9
itemization. To the extent expenses exceed the amount reserved, the
Selling Stockholders shall remain liable for their proportionate share of
such expenses.
(7) OWNERSHIP OF STOCK. Subject to the terms hereof, until payment
of the purchase price for the Shares being sold by the undersigned pursuant
to the Underwriting Agreement has been made by or for the account of the
Underwriters, the undersigned shall remain the owner of the Shares and
shall have all rights thereto, including the right to receive any and all
dividends and distributions thereon which are not inconsistent with this
Agreement. However, until such payment in full has been made or until the
Underwriting Agreement has been terminated, the undersigned agrees that the
undersigned will not give, sell, pledge, hypothecate, grant any lien on or
security interest in, transfer, deal with or contract with respect to the
Shares or any interest therein, except to the Underwriters pursuant to the
Underwriting Agreement.
(8) RELEASE. The undersigned hereby agrees to release the Attorneys-
in-Fact and each of them and the Custodian from any and all liabilities,
joint or several, to which they may become subject insofar as such
liabilities (or action in respect thereof) arise out of or are based upon
any action taken or omitted to be taken by the Attorneys-in-Fact or the
Custodian pursuant hereto, except if such liabilities shall result from the
bad faith of the Attorneys-in-Fact or the Custodian. This paragraph shall
survive termination of this Agreement.
(9) TERMINATION. If the Underwriting Agreement shall not be entered
into on behalf of the undersigned, or if it shall not become effective
pursuant to its terms, or if it shall be terminated pursuant to its terms,
or if the Shares agreed to be sold as contemplated by the Underwriting
Agreement are not purchased and paid for by the Underwriters on or before
November 15, 1996, then after such date the undersigned shall have the
power, on written notice to each of the Attorneys-in-Fact and the
Custodian, to terminate this Agreement, subject, however, (i) to Section
(8) hereof, (ii) to the payment of all expenses incurred by or on behalf of
the undersigned, and (iii) to all lawful action of the Attorneys-in-Fact
and the Custodian done or performed pursuant hereto prior to actual receipt
of such notice, and thereafter the Attorneys-in-Fact and the Custodian
shall have no further responsibilities or liabilities to the undersigned
except to redeliver to the undersigned the Shares held in custody by book
entry or otherwise.
(10) NOTICES. Any notice required to be given pursuant to this
Agreement shall be deemed given if in writing and delivered in person, or
if given by telephone, telecopy or facsimile if subsequently confirmed by
letter, (i) to Robert W. Hall and Ezra P. Mager, as Attorneys-in-Fact, c/o
Cross-Continent Auto Retailers, Inc., 1201 South Taylor Street, Amarillo,
Texas 79101, (ii) to Cross-Continent Auto Retailers, Inc., as Custodian,
1201 South Taylor Street, Amarillo, Texas 79101, or to such other
10
address as the Custodian shall have specified in a written notice duly
given to the undersigned, or (iii) to the undersigned at the address set
forth in the Company's records.
(11) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, AND THIS AGREEMENT SHALL INURE TO THE BENEFIT OF,
AND SHALL BE BINDING UPON, THE UNDERSIGNED AND THE UNDERSIGNED'S HEIRS,
EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AS THE CASE MAY BE.
(12) COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each executed counterpart constituting an original but all
together constituting only one instrument.
11
This Irrevocable Power of Attorney and Custody Agreement shall be
effective as of September [ ], 1996.
Very truly yours,
Bill A. Gilliland
______________________________
(signature)
WHEN SIGNING AS AN OFFICER OF
A CORPORATION, PARTNER OF A
PARTNERSHIP, TRUSTEE OF A TRUST,
GUARDIAN OF A MINOR CHILD, OR
CUSTODIAN UNDER THE UNIFORM
GIFT TO MINORS ACT, PLEASE
INDICATE TITLE AS SUCH AND
PROVIDE DOCUMENTATION EVIDENCE
OF THE AUTHORITY OF PERSON
SIGNING.
FOR CERTIFICATES HELD BY JOINT
TENANTS OR AS COMMUNITY PROPERTY,
ALL NAMED HOLDERS MUST SIGN.
11
This Irrevocable Power of Attorney and Custody Agreement shall be
effective as of September [ ], 1996.
Twenty-Two Ten, Ltd., a Texas Partnership
By: Twenty-Two Ten Management Co., Inc.,
Corporate General Partner
By:___________________________
Name: Robert W. Hall
Title:
WHEN SIGNING AS AN OFFICER OF
A CORPORATION, PARTNER OF A
PARTNERSHIP, TRUSTEE OF A TRUST,
GUARDIAN OF A MINOR CHILD, OR
CUSTODIAN UNDER THE UNIFORM
GIFT TO MINORS ACT, PLEASE
INDICATE TITLE AS SUCH AND
PROVIDE DOCUMENTATION EVIDENCE
OF THE AUTHORITY OF PERSON
SIGNING.
FOR CERTIFICATES HELD BY JOINT
TENANTS OR AS COMMUNITY PROPERTY,
ALL NAMED HOLDERS MUST SIGN.
11
This Irrevocable Power of Attorney and Custody Agreement shall be
effective as of September [ ], 1996.
Benji Investments, Ltd., a Texas Limited
Partnership
By: Benji Management Co., Inc.,
Corporate General Partner
By: __________________________
Name: Emmett M. Rice, Jr.
Title:
WHEN SIGNING AS AN OFFICER OF
A CORPORATION, PARTNER OF A
PARTNERSHIP, TRUSTEE OF A TRUST,
GUARDIAN OF A MINOR CHILD, OR
CUSTODIAN UNDER THE UNIFORM
GIFT TO MINORS ACT, PLEASE
INDICATE TITLE AS SUCH AND
PROVIDE DOCUMENTATION EVIDENCE
OF THE AUTHORITY OF PERSON
SIGNING.
FOR CERTIFICATES HELD BY JOINT
TENANTS OR AS COMMUNITY PROPERTY,
ALL NAMED HOLDERS MUST SIGN.
11
This Irrevocable Power of Attorney and Custody Agreement shall be
effective as of September [ ], 1996.
KAPL, Ltd., a Texas Limited Partnership
By: KAPL Management Co., Inc.,
Corporate General Partner
By: __________________________
Name: Jerry Pullen
Title:
WHEN SIGNING AS AN OFFICER OF
A CORPORATION, PARTNER OF A
PARTNERSHIP, TRUSTEE OF A TRUST,
GUARDIAN OF A MINOR CHILD, OR
CUSTODIAN UNDER THE UNIFORM
GIFT TO MINORS ACT, PLEASE
INDICATE TITLE AS SUCH AND
PROVIDE DOCUMENTATION EVIDENCE
OF THE AUTHORITY OF PERSON
SIGNING.
FOR CERTIFICATES HELD BY JOINT
TENANTS OR AS COMMUNITY PROPERTY,
ALL NAMED HOLDERS MUST SIGN.
12
Robert W. Hall hereby accepts the appointment as Attorney-in-Fact
pursuant to the foregoing Irrevocable Power of Attorney and Letter Agreement,
and agrees to abide by and act in accordance with the terms of said agreement.
Dated: September __, 1996
______________________________
Robert W. Hall
Ezra P. Mager hereby accepts the appointment as Attorney-in-Fact
pursuant to the foregoing Irrevocable Power of Attorney and Letter Agreement,
and agrees to abide by and act in accordance with the terms of said agreement.
Dated: September __, 1996
______________________________
Ezra P. Mager
Cross-Continent Auto Retailers, Inc. hereby agrees to act as Custodian
pursuant to the foregoing Irrevocable Power of Attorney and Letter Agreement,
and agrees to abide by and act in accordance with the terms of said agreement.
Dated: September __, 1996
CROSS-CONTINENT AUTO RETAILERS, INC.
By: _______________________________
Name:
Title:
APPENDIX A
Number of
Firm Shares
Selling Shareholder To Be Sold
------------------- -----------
Bill A. Gilliland . . . . . . . . . . . . . . . . . . . . . . . 388,631
Twenty-Two Ten, Ltd., a Texas limited partnership . . . . . . . 97,020
Benji Investments, Ltd., a Texas limited partnership. . . . . . 56,779
KAPL, Ltd., a Texas limited partnership . . . . . . . . . . . . 8,820
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551,250