EX 10.2.5.1
TERM DEALER SALES AND SERVICE AGREEMENT
THIS AGREEMENT, effective the 3rd day of July, 1996 is entered into
by and between AMERICAN SUZUKI MOTOR CORPORATION, Automotive Division, a
California Corporation (hereinafter referred to as "SUZUKI"), having its
principal office at 3251 East Imperial highway, Brea, California, and Fair
Hyundai Partnership, partnership duly registered under the laws of the State
of Connecticut, and trading as Danbury Suzuki, (hereinafter referred to as
"DEALER"), having its principal office at 100C Federal Road, Danbury, CT
06810.
PURPOSE OF AGREEMENT
It is acknowledged by both SUZUKI and DEALER that the purpose of
this Agreement is to establish DEALER as an authorized dealer of Suzuki
products and to provide for the sale, lease and servicing of Suzuki products
by DEALER. It is of utmost importance to SUZUKI that Suzuki products are
sold and serviced in a manner which promotes consumer satisfaction and
confidence. It is hereby understood and acknowledged that DEALER desires an
opportunity to qualify for a three-year American Suzuki Motor Corporation
Dealer Sales and Service Agreement for Suzuki Four Wheel Vehicle Products.
DEALER understands, acknowledges and accepts that DEALER must first fulfill
all of DEALER's undertakings as hereinafter set forth.
In furtherance of the purpose of this Agreement, the parties
acknowledge that SUZUKI is the exclusive distributor in the United States
(except Hawaii) of Suzuki Four Wheel Vehicles and Parts and Accessories
therefor manufactured by Suzuki Motor Co., Ltd., a corporation incorporated
under the laws of Japan.
It is of utmost important to SUZUKI that Suzuki
Products are sold and serviced in a manner which promotes consumer
satisfaction and confidence. DEALER desires to become one SUZUKI's
authorized dealers. SUZUKI, based on the representations and promises of
DEALER, and in reliance on DEALER's integrity, ability and expressed
intention to deal fairly with SUZUKI and the consumer, has accepted DEALER as
an authorized retail dealer of Suzuki Products.
DEALER acknowledges that SUZUKI has selected DEALER as an authorized
SUZUKI dealer and has granted to it a Dealership for Suzuki Products and
related rights pursuant to this Agreement solely in reliance upon the
undertaking of DEALER to fulfill its responsibilities to any third party or
parties.
This Agreement sets forth the rights and responsibilities of SUZUKI
and DEALER. The relationship between SUZUKI and DEALER shall be that of
vendor and purchaser. DEALER is not the agent or legal representative of
SUZUKI or Suzuki Motor Co., Ltd. for any purpose whatsoever. DEALER does not
have any express or implied rights of authority to assume or create any
obligations or responsibilities on behalf of, or in the name of, SUZUKI or
Suzuki Motor Co., Ltd.
THEREFORE, subject to the terms and conditions of this Agreement,
based on the foregoing facts and in consideration of the mutual promises and
other valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
I. RIGHTS GRANTED TO DEALER
Subject to the terms of this Agreement, SUZUKI hereby appoints
DEALER as a nonexclusive authorized dealer for Suzuki Products
and grants DEALER the right to:
A. Sell, lease and service Suzuki Products to the satisfaction of SUZUKI
from the Dealership Facilities and Locations as set forth in the
Facility Standards Addendum and Section X herein.
B. Identify itself as an authorized Suzuki Dealer utilizing
Suzuki-approved signage at the Dealership Facilities; and
C. Use the name "Suzuki" and the Suzuki trademarks in the advertising,
promotion, sales, leasing and servicing of Suzuki Products in the
manner herein provided.
SUZUKI hereby reserves the unrestricted right to sell Suzuki Products
and to grant the privilege of using the Suzuki name and trademarks to
other dealers and entities, wherever they may be located.
II. RESPONSIBILITIES ACCEPTED BY DEALER
DEALER accepts its appointment as an authorized Suzuki Dealer and, in
consideration of its appointment and subject to other conditions and
provisions of the Agreement, agrees to:
A. Establish and maintain Dealership Facilities to the satisfaction of
SUZUKI as set forth herein and in the Facility Standards Addendum and
the Dealer Minimum Standards Addendum at the location(s) set forth
herein;
B. Sell, lease and promote Suzuki Products subject to, and in accordance
with, the terms and conditions of this Agreement;
C. Service, in a manner satisfactory to SUZUKI, Suzuki Products
subject to, and in accordance with, the terms and conditions of this
Agreement; and
D. Build and maintain public confidence and respect in DEALER, SUZUKI
and Suzuki Products by maintaining the highest ethical standards of
advertising, business practices and conduct.
III. TERM
This Agreement shall come into full force and effect at SUZUKI
headquarters in Brea, California when executed by SUZUKI and, subject
to its earlier termination, in accordance
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with the provisions of this Agreement, shall continue in full force and
effect for six months, expiring on 1/3/97 subject to the provisions of
Section 11.00 of the Standard Provisions only upon the condition that
DEALER complies and completes all the terms and conditions of this
Agreement.
IV. OWNERSHIP OF DEALER
DEALER represents and warrants and this Agreement is conditioned
upon, and is entered into by SUZUKI upon the representations
and warranties of DEALER that:
A. Dealer is a Connecticut Partnership (indicate whether a sole
proprietor, a partnership, a corporation or other type of
organization)
B. The following person(s) and only said person(s) own and will
continue to own, throughout the term of this Agreement, the
following interest in ownership of the Dealership:
Percentage of State Whether Partner
Name Interest Officer or Director
---- ------------ ---------------------
Fair Hyundai Corporation 30%
DiFeo Partnerships 70%
C. DEALER intends to carry on business under the name(s) of Fair
Hyundai Partnership T/A Danbury Suzuki.
DEALER warrants that the appropriate registration or fictitious
business name statement reflecting the name in Paragraph (C) above
has been filed with the proper state authorities for the conduct of
business under the name by DEALER.
V. MANAGEMENT OF DEALERSHIP
A. SUZUKI enters into this Agreement on DEALER's representation that
William Comastro and no other person, shall be General manager and
shall have full managerial authority and responsibility for the
operation and management of all phases of the business of the
Dealership with authority to make all decisions on behalf of DEALER
with respect to the operation of the Dealership and the performance
of this Agreement.
VI. CHANGE IN OWNERSHIP OR MANAGEMENT
SUZUKI has entered into this Agreement in reliance on DEALER's
representation that the persons identified as Owners and/or General
Manager in Sections IV and V herein possess the ability, experience and
other personal qualifications requisite for the performance of this
Agreement. Therefore, if there is to be a change in the person(s) named
as having full ownership and/or full managerial authority as General
Manager and responsibility for the
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operation and management of the Dealership, DEALER must give prior
written notice of the change to SUZUKI, (except a change caused by
death, in which case DEALER or the DEALER's legal representative shall
give immediate written notice to SUZUKI). No such change or notice
shall alter or modify any of the provisions in this Agreement until
embodied in an appropriate written amendment and executed by all
parties. SUZUKI will not unreasonably withhold consent to a change in
ownership or management, provided that SUZUKI receives all information
requested by it concerning the prospective owner(s) and/or General
Manager, and provided that the prospective owner(s) and/or General
Manager meet(s) all SUZUKI financial qualifications and other
qualifications in effect at the time of the proposed change.
VII. LICENSING OF DEALER
If any state, city or other jurisdiction where the Dealership operations
are to be located and conducted requires DEALER to obtain and maintain a
license for the conduct of Dealership operations as set forth herein,
this Agreement shall not be valid until and unless DEALER shall have
first provided to SUZUKI certification of the issuance of such
license(s) to DEALER. DEALER shall immediately notify SUZUKI in writing
of failure to obtain or maintain any such licenses or renewal thereof.
DEALER shall further notify SUZUKI in writing if any license that DEALER
has obtained pursuant to this Paragraph is suspended or revoked and the
date and reasons therefor.
VIII. INCORPORATION OF STANDARD PROVISIONS
The Suzuki Dealer and Service Agreement Standard Provisions
accompanying this Agreement are incorporated herein by this reference
and made a part of this Agreement with the same force and effect as if
fully set forth at this point.
IX. INCORPORATION OF DOCUMENTS AS PART OF AGREEMENT
The Dealer Application, Facility Standards Addendum, Dealer Minimum
Standards Addendum and Dealer Updates are incorporated by this
reference and made a part of this Agreement with the same force and
effect as if all the representations and warranties in the Dealer
Application, and all terms and conditions of the Facility Standards
Addendum, Dealer Minimum Standards Addendum and Dealer Updates were set
forth in full herein. The DEALER represents and warrants and SUZUKI
enters into this Agreement in reliance upon those representations and
warranties that all representations and warranties made by the DEALER
in the Dealer Application, Facility Standards Addendum and Dealer
Minimum Standards Addendum are true and correct as of the date of
execution of this Agreement.
X. CONDITIONS OF SUZUKI'S OFFER
If this Agreement is not terminated prior to its expiration date as set
forth above, SUZUKI hereby offers to enter into a three-year American
Suzuki Corporation Dealer Sales and Service Agreement with DEALER in
such form as shall be in use by SUZUKI at that time.
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This offer may be accepted by DEALER fulfilling all of the following
conditions during the term of this Agreement and at the expiration
thereof, each of which DEALER recognizes, understands and agrees as
being reasonable and necessary:
(a) Provide through acquisition or construction, and maintain the
following facilities for the Suzuki Dealership and for the state,
leasing and servicing of Suzuki Products:
Dealer shall not establish or conduct any Dealership operations
which are the subject of this Agreement, including the display,
sale, leasing or servicing of Suzuki Products, at any location
or facility other than as set forth above or in the Facility
Standards Addendum.
(b) Complete the acquisition and installation, at the Dealership
Facilities, of improvements, signs, furniture and furnishings,
tools and equipment as recommended by SUZUKI for the Dealership;
(c) Employ such personnel, in qualification and number, as
recommended by SUZUKI for the Dealership;
(d) Furnish SUZUKI, on forms or in the format designated by SUZUKI,
by the tenth (10th) day of each month, with the financial and
operating statements set forth in Section 3.04 of the Standard
Provisions;
(e) Comply with all other of SUZUKI's standards of DEALER to
operate the Dealership and qualify in all other respects for a
Suzuki three-year Dealer Sales and Service Agreement;
(f) Comply with all federal, state and local governmental statutes,
ordinances, rules, regulations and standards to conduct
business as an authorized Suzuki Dealer at the Dealership
Facilities;
(g) Other Conditions:
- Install and maintain approved Suzuki signage in accordance
with paragraph 2.02 of the Standard Provisions of the Dealer
Sales and Service Agreement.
- Maintain a minimum of two (2) Suzuki trained technicians in
Product intro and EFI to service the Suzuki product line
during the term of this agreement.
- Maintain Suzuki Information Center during the term of this
agreement.
- Maintain Suzuki SCAT System during the term of this agreement.
- Utilize Suzuki Financial Statement and submit by the 20th of
each month to National AND Regional Offices during the term
of this agreement. ---
- Maintain average monthly District, Regional, or National
total sales per dealer, whichever is highest, during the
entire term of the Dealer Sales and Service Agreement.
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- Pursuant to Section 5.02 of the Suzuki Standard Provisions,
dealer agrees to maintain adequate flooring arrangements
conforming to the requirements established and approved by
Suzuki, in no event less than $500,000.
Should DEALER fail to fulfill each and every condition set forth in
this Paragraph during the term of the Agreement and prior to the
expiration thereof, the above offer made by SUZUKI shall be
automatically revoked on the expiration date set forth in Paragraph
III without further notice to dealer.
XI. EFFECT OF LEGAL PROCEEDINGS ON SUZUKI'S OFFER TO DEALER
Should a proceeding of any nature be filed with or initiated in any
court or administrative body seeking to prevent or delay SUZUKI from
entering into a Dealer Sales and Service Agreement with DEALER
and/or seeking damages resulting from SUZUKI doing so, SUZUKI shall
be under no obligation to enter into such Agreement during the
pendency of such proceeding. Furthermore, if, as a result of such
proceeding, SUZUKI shall be ordered or prevented from entering into
such an Agreement with Dealer, the offer contained in Section X
herein shall be void and SUZUKI shall have no liability to DEALER
whatsoever for any damages which DEALER may incur as a result
thereof.
XII. BREACH OF AGREEMENT BY DEALER
Should DEALER fail to comply with and fully and completely carry out
all of the terms and conditions of this Agreement, including those
incorporated by reference, such failure shall constitute a material
breach of this Agreement, and SUZUKI shall be under no obligation
whatsoever to DEALER to extend this Agreement in whole or in part,
to enter into a regular three year Dealer Sales and Service
Agreement with DEALER or be under any other obligation or have any
liability to DEALER whatsoever.
XIII. ONLY AGREEMENT
Unless expressly referred to and incorporated herein, this Agreement
cancels and supersedes all previous contracts, agreements and
understandings between SUZUKI and DEALER with respect to Suzuki
Products, and there are no promises, representations, understandings
or agreements except as stated herein.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement
this 3rd day of July, 1996.
AMERICAN SUZUKI MOTOR CORPORATION
Automotive Division
BY: /S/ M. NAQURA
-----------------------------
M. NAQURA, PRESIDENT
-----------------------------
Name and Title
Fair Hyundai Partnership T/A
DANBURY SUZUKI
-----------------------------
Dealer Entity Name
BY /S/ JAMES G. HETHERINGTON
-----------------------------
President
BY /S/ GEORGE LOWRANCE
-----------------------------
Secretary
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DEALER MINIMUM STANDARDS ADDENDUM
- ---------------------------------------------------------------------------------------------------
Dealer Dealer Code
James G. Hetherington 406090
- ---------------------------------------------------------------------------------------------------
Plan Name Region
Fair Hyundai Partnership New York
- ---------------------------------------------------------------------------------------------------
Trading As Sales District Service District
Danbury Suzuki CO2 CO2
- ---------------------------------------------------------------------------------------------------
Address City State Zip Code
100C Federal Road Danbury CT 06810
- ---------------------------------------------------------------------------------------------------
Mailing Address City State Zip Code
Same
- ---------------------------------------------------------------------------------------------------
Sales Phone Service Phone Fax Number
203-730-5680 203-730-5680 203-730-4782
- ---------------------------------------------------------------------------------------------------
Management Office
- ---------------------------------------------------------------------------------------------------
Business Name Phone Fax Number
Fair Hyundai Partnership 203-730-5600 203-730-5723
- ---------------------------------------------------------------------------------------------------
Address Mailing Address
102 Federal Road Same
- ---------------------------------------------------------------------------------------------------
City State Zip Code City State Zip Code
Danbury CT 06810
- ---------------------------------------------------------------------------------------------------
Floorline Source
- ---------------------------------------------------------------------------------------------------
Credit Institution Phone Credit Limit
General Motors Acceptance Corporation 201-560-2022 $600,000
- ---------------------------------------------------------------------------------------------------
Address City State Zip Code
120 Eagle Rock Avenue, Suite 310 East Hanover NJ 07936
- ---------------------------------------------------------------------------------------------------
PERSONNEL STANDARD ACTUAL REQUIREMENTS ORDERED COMPLETE
- ---------------------------------------------------------------------------------------------------
Sales Manager 1 1 Advertising Materials X
- ---------------------------------------------------------------------------------------------------
Salesmen 4 4 General Workshop Equipment X
- ---------------------------------------------------------------------------------------------------
Service Manager 1 1 Initial Parts Order X
- ---------------------------------------------------------------------------------------------------
Parts Manager 1 1 Initial Accessories Order X
- ---------------------------------------------------------------------------------------------------
Technicians 2 2 SCAT Plus System X
- ---------------------------------------------------------------------------------------------------
Special Tool Kit X
----------------------------------------------------
Temporary Signage X
- ---------------------------------------------------------------------------------------------------
COPY OF DOCUMENTS FILED WITH DEALER ENTITY Signage X
STATE
- ---------------------------------------------------------------------------------------------------
X Articles of Incorporation X Corporation Suzuki Information Center X
- ---------------------------------------------------------------------------------------------------
Partnership Agreement Partnership
- ---------------------------------------------------------------------------------------------------
Proprietorship
- ---------------------------------------------------------------------------------------------------
AMERICAN SUZUKI MOTOR CORPORATION
FAIR HYUNDAI PARTNERSHIP T/A DANHURY SUZUKI Automotive Division
- -----------------------------------------------------
Dealer
By: /S/ JAMES G. HETHERINGTON By: /S/ M. NAQURA
------------------------------------------------- ---------------------------------
Signature Signature
JAMES G. HETHERINGTON, EXECUTIVE VICE PRESIDENT M. NAQURA, PRESIDENT
- ----------------------------------------------------- -------------------------------------
Name and Title Name and Title
MARCH 29, 1996 JULY 3, 1996
- ----------------------------------------------------- -------------------------------------
Date Date
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FACILITY STANDARDS ADDENDUM
Fair Hyundai Partnership T/A
Danbury Suzuki Danbury, CT 06810 406090
-------------- ----------------- ------ ----------
Dealer Name City, State, Zip Dealer Code Date
- -------------------------------------------------------------------------------------------------------------------------------
FACILITIES LOCATION FACILITY
- -------------------------------------------------------------------------------------------------------------------------------
DISTANCE
FROM SHOWROOM GENERAL DEDICATED
MAIN INCLUSIVE OFFICE & DEDICATED SUZUKI
ADDRESS LOCATION OF CLOSING CUSTOMER SUZUKI STALLS/ BODY
LOCATION LOCATION UNE (MILES) OFFICES* LOUNGE* PARTS* PARTS SERVICE* HOISTS SHOP*
- -------------------------------------------------------------------------------------------------------------------------------
A. Main 100C Federal Road 3,640 540 1,975 600 6,685 2/2 N/A
- -------------------------------------------------------------------------------------------------------------------------------
Location Sales/
Use Service/Parts
- -------------------------------------------------------------------------------------------------------------------------------
B.
Additional
Location
Use
- -------------------------------------------------------------------------------------------------------------------------------
C.
Additional
Location
Use
- -------------------------------------------------------------------------------------------------------------------------------
D.
Additional
Location
Use
- -------------------------------------------------------------------------------------------------------------------------------
E.
Additional
Location
Use
- -------------------------------------------------------------------------------------------------------------------------------
Total
Land
and
TOTALS Building Land Building
12,840 141,000 153,840 3,640 540 1,975 6,685 2/2 N/A
- -------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
LAND
- ------------------------------------------------------------------------------------
NEW NEW SERVICE USED
VEHICLE VEHICLE CUSTOMER CUSTOMER CAR
DISPLAY* STORAGE* PARKING* PARKING* DISPLAY*
- ------------------------------------------------------------------------------------
A. Main 20,000 90,000 5,000 5,000 21,000
- ------------------------------------------------------------------------------------
Location
Use
- ------------------------------------------------------------------------------------
B.
Additional
Location
Use
- ------------------------------------------------------------------------------------
C.
Additional
Location
Use
- ------------------------------------------------------------------------------------
D.
Additional
Location
Use
- ------------------------------------------------------------------------------------
E.
Additional
Location
Use
- ------------------------------------------------------------------------------------
TOTALS 20,000 90,000 5,000 5,000 21,000
- ------------------------------------------------------------------------------------
*TOTAL FACILITY
Fair Hyundai Partnership T/A AMERICAN SUZUKI MOTOR CORPORATION
FACILITIES OWNED BY: FACILITIES ARE: Danbury Suzuki Automotive Division
----------------------------
Dealer
[ ] Dealer [ ] Permanent By: /S/ JAMES G. HETHERINGTON By: /S/ M. NAQURA
[ ] Dealership [ ] Temporary -------------------------------------- -------------------------------
[ ] Dealer Realty Signature Signature
JAMES G. HETHERINGTON, EXECUTIVE VICE PRESIDENT M. NAQURA, PRESIDENT
----------------------------------------------- -----------------------------------
Name and Title Name and Title
Corporation or
Similar Entity
[ ] If Facilities are MARCH 29, 1996 JULY 3 1996
leased, -------------------------------------- ---------------------------------
complete section on back Date Date
SUZUKI
AMERICAN SUZUKI MOTOR CORPORATION
SUPPLEMENTAL AGREEMENT TO
AMERICAN SUZUKI MOTOR CORPORATION
DEALER SALES AND SERVICE AGREEMENT
This Supplemental Agreement ("Supplemental Agreement") is entered into among
Fair Hyundai Partnership, trading as Danbury Suzuki, ("Dealer"), Di Feo
Partnership, Inc. and Fair Hyundai Corp. (collectively "Dealer Owner"), United
Auto Group, Inc. ("Public Company") and American Suzuki Motor Corporation
("Suzuki").
WHEREAS, Suzuki and Dealer have entered into the Term Dealer Sales and Service
Agreement, dated July 25, 1996, ("Dealer Agreement") permitting Dealer to
conduct its circumscribed business activities on behalf of Suzuki from the
approved location identified in the Dealer Agreement; and
WHEREAS, the contemplated future organization and ownership structure of Dealer
and Dealer Owner are such that the terms of the Dealer Agreement are not wholly
adequate to address the legitimate business needs and concerns of the Dealer,
Dealer Owner and Suzuki; and
WHEREAS, Dealer and Suzuki have entered into the Dealer Agreement in
consideration for and reliance upon certain understandings, assurances and
representations which the parties hereto wish to document;
NOW, THEREFORE, the parties agree as follows:
1. For purposes of the Dealer Agreement, including Sections IV, V and VI,
James G. Hetherington shall be considered the Dealer's General Manager, as
the term is used in Sections V and VI of the Dealer Agreement ("Dealer
Principal"). Suzuki has relied and will reply upon the personal
qualifications and management skills of Dealer Principal. Dealer and
Dealer Owner hereby represent that Dealer Principal has complete and
irrevocable authority to make all decisions, and to enter into any and all
necessary business commitments required in the normal course of conducting
the Dealer's business activities and may take all actions normally required
of a Dealer Principal pursuant to Section IV, V and VI of the Dealer
Agreement. Neither Dealer nor Dealer Owner will revoke, modify or amend
such authority without the prior written approval of Suzuki.
2. The removal or withdrawal of Dealer Principal without Suzuki's prior
written consent shall constitute grounds for termination of the Dealer
Agreement, subject to applicable law. However, Suzuki recognizes that
employment responsibilities of the Dealer Principal with Dealer and/or
Dealer Owner may change, making it impractical for the
Dealer Principal to continue to fulfill his responsibilities as Dealer
Principal. In that case, or in the event Dealer Principal leaves the
employ of Dealer and/or Dealer Owner, Dealer shall have the opportunity to
propose a replacement Dealer Principal. Suzuki will not unreasonably
withhold approval of any such proposal, provided the proposed replacement
has the skills and qualifications to act as Dealer Principal pursuant to
the standard policies and procedures of Suzuki.
3. Dealer shall make every effort to obtain the consent of Suzuki to a
proposed replacement Dealer Principal prior to the removal or withdrawal of
the approved Dealer Principal. If that is not practical, Dealer shall
notify Suzuki in writing within 10 days following the withdrawal of the
approved Dealer Principal. Within 60 days of that withdrawal, Dealer will
submit to Suzuki a plan and appropriate applications to replace Dealer
Principal with a qualified replacement acceptable to Suzuki. The
replacement Dealer Principal must assume his responsibilities no later than
90 days following the withdrawal of the approved Dealer Principal.
4. Dealer is a partnership of Dealer Owner, which, in turn, is controlled by
Public Company. Dealer, Dealer Owner and Public Company hereby warrant
that the responsibilities and assurances of each herein are within their
respective authority to make and do not contravene any directive, policy or
procedure of Dealer, Dealer Owner or Public Company.
5. Any material change in ownership of Dealer, or any event with respect to
Public Company described in Paragraph 6 below, shall be considered a change
in ownership of Dealer under the terms of the Dealer Agreement, and all
applicable provisions of the Dealer Agreement will apply to any such
change. Suzuki has executed the Dealership Agreement in reliance upon
Dealer's ownership and management structure and any material change in such
structure (other than changes in ownership of Public Company, which are
discussed in Paragraph 5 below), shall constitute grounds for termination
of the Dealer Agreement, subject to applicable law.
6. Given the ultimate control Dealer Owner has over Dealer, the control of
Dealer Owner by Public Company, and Suzuki's strong interest in assuring
that those who own and control their Dealers have interests consistent with
those of Suzuki, Dealer, Dealer Owner and Public Company agree that if an
ownership interest is acquired (after completion of the IPO of Public
Company's Common Shares) in Public Company by a person or entity which
notifies Public Company via Schedule 13D filed with the Securities and
Exchange Commission, Dealer shall advise Suzuki in writing, and
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attach a copy of that Schedule. In the event Item 4 of the Schedule
discloses that the person or entity acquiring such ownership interest owns
or controls twenty percent (20%) of Public Company and intends or may
intend either: (a) an acquisition of additional securities of Public
Company or (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving Public Company or any of its
subsidiaries or (c) a sale or transfer of a material amount of assets of
Public Company or any of its subsidiaries or (d) any change in the present
Board of Directors or management of Public Company or (e) any other
material change in the Public Company's business or corporate structure or
(f) any action similar to those noted above, then, if Suzuki reasonably
concludes that such person or entity does not have interests compatible
with those of Suzuki, or is otherwise not qualified to have an ownership
interest in a Suzuki dealership, Dealer and Dealer Owner agree that within
90 days of receipt of written notice from Suzuki of this fact, they will:
(i) transfer the assets associated with Dealer to a third party acceptable
to Suzuki, (ii) voluntarily terminate the Dealer Agreement in effect with
Dealer, or (iii) provide evidence to Suzuki that such person or entity no
longer has such an ownership interest in Public Company.
7. Dealer, Dealer Owner and Public Company agree that Dealer shall maintain,
at all times, sufficient working capital to meet or exceed the minimum net
working capital standards for the Dealer as determined from time to time by
Suzuki consistent with the normal practices and procedures of Suzuki.
Dealer and Dealer Owner shall provide such documentation as reasonably
requested by Suzuki to assure compliance with the requirement.
8. The parties agree that this Supplemental Agreement shall supplement the
terms of the Dealer Agreement in accordance with paragraph 13.15 of the
Dealer Agreement, Standard Provisions. Nothing in this Supplemental
Agreement or the Dealer Agreement shall be construed to confer any rights
upon any person not a party hereto or thereto, nor shall it create in any
party an interest as a third party beneficiary of this Supplemental
Agreement or the Dealer Agreement.
9. Dealer, Dealer Owner and Public Company hereby agree to indemnify and hold
Suzuki, its parent company and its affiliates, directors, officers,
employees, agents and representatives from and against all claims, actions,
damages, expenses, costs and liability arising from or in connection with
any action by a third-party in its capacity as a stockholder or Public
Company other than through a derivative stockholder suit authorized by the
Board of Directors of Public Company.
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10. This Supplemental Agreement is intended to supplement and modify certain
provisions of the Dealer Agreement and is intended to be incorporated as
part of the Dealer Agreement. Dealer Owner and Dealer hereby reaffirm all
provisions of the Dealer Agreement. In the event that any provisions of
this Supplemental Agreement are in conflict with other provisions of the
Dealer Agreement, the provisions contained in this Supplemental Agreement
shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement this 6th day of
September, 1996.
Fair Hyundai Partnership Di Feo Partnership, Inc.
/s/ Carl Spielvogel /s/ Carl Spielvogel
----------------------- --------------------------
----------------------- --------------------------
By: Carl Spielvogel By: Carl Spielvogel
Title: Chairman & CEO Title: Chairman & CEO
Date: 9/18/96 Date: 9/18/96
Fair Hyundai Corporation United Auto Group, Inc.
/s/ Carl Spielvogel
----------------------- --------------------------
/s/ Samuel X. DiFeo
----------------------- --------------------------
By: Samuel X. DiFeo By: Carl Spielvogel
Title: Partner Title: Chairman & CEO
Date: 9/17/96 Date: 9/18/96
American Suzuki Motor Corporation
/s/ M. Nagura
-----------------------
-----------------------
By: M. Nagura
Title: President
Date: September 6, 1996
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