Exhibit 10.2.6.1
TOYOTA DEALER AGREEMENT
This is an Agreement between Toyota Motor Distributors, Inc.
(DISTRIBUTOR), and Hudson Motors Partnership t/a Hudson Toyota (DEALER), a(n)
/ / individual, /X/ partnership, / / corporation. If a corporation, DEALER is
duly incorporated in the State of New Jersey and doing business as HUDSON
TOYOTA.
PURPOSES AND OBJECTIVES OF THIS AGREEMENT
DISTRIBUTOR sells Toyota Products which are manufactured or approved
by Toyota Motor Corporation (FACTORY) and imported and/or sold to DISTRIBUTOR by
Toyota Motor Sales, U.S.A., Inc. (IMPORTER). It is of vital importance to
DISTRIBUTOR that Toyota Products are sold and serviced in a manner which
promotes consumer confidence and satisfaction and leads to increased product
acceptance. Accordingly, DISTRIBUTOR has established a network of authorized
Toyota dealers, operating at approved locations and pursuant to certain
standards, to sell and service Toyota Products. DEALER desires to become one of
DISTRIBUTOR's authorized dealers. Based upon the representations and promises
of DEALER, set forth herein, DISTRIBUTOR agrees to appoint DEALER as an
authorized Toyota dealer and welcomes DEALER to DISTRIBUTOR's network of
authorized dealers of Toyota Products.
This Agreement sets forth the rights and responsibilities of
DISTRIBUTOR as seller and DEALER as buyer of Toyota Products. DISTRIBUTOR
enters into this Agreement in reliance upon DEALER's integrity, ability,
assurance of personal services, expressed intention to deal fairly with the
consuming public and with DISTRIBUTOR, and promise to adhere to the terms and
conditions herein. Likewise, DEALER enters into this Agreement in reliance upon
DISTRIBUTOR's promise to adhere to the terms and conditions herein. DISTRIBUTOR
and DEALER shall refrain from conduct which may be detrimental to or adversely
reflect upon the reputation of the FACTORY, IMPORTER, DISTRIBUTOR, DEALER or
Toyota Products in general. The parties acknowledge that the success of the
relationship between DISTRIBUTOR and DEALER depends upon the mutual
understanding and cooperation of both DISTRIBUTOR and DEALER.
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I. RIGHTS GRANTED TO THE DEALER
Subject to the terms of this Agreement, DISTRIBUTOR hereby grants
DEALER the nonexclusive right:
A. To buy and resell the Toyota Products identified in the Toyota
Product Addendum hereto which may be periodically revised by IMPORTER;
B. To identify itself as an authorized Toyota dealer utilizing
approved signage at the location(s) approved herein;
C. To use the name Toyota and the Toyota Marks in the advertising,
promotion, sale and servicing of Toyota Products in the manner herein provided.
DISTRIBUTOR reserves the unrestricted right to sell Toyota Products
and to grant the privilege of using the name Toyota or the Toyota Marks to other
dealers or entities, wherever they may be located.
II. RESPONSIBILITIES ACCEPTED BY THE DEALER
DEALER accepts its appointment as an authorized Toyota dealer and
agrees to:
A. Sell and promote Toyota Products subject to the terms and
conditions of this Agreement;
B. Service Toyota Products subject to the terms and conditions of
this Agreement;
C. Establish and maintain satisfactory dealership facilities at the
location(s) set forth herein; and
D. Make all payments to DISTRIBUTOR when due.
III. TERM OF AGREEMENT
This Agreement is effective this 5th day of May, 1995, and shall
continue for a period of Six (6) Years, and shall expire on May 4, 2001, unless
ended earlier by mutual agreement or terminated as provided herein. This
Agreement may not be continued beyond its expiration date except by written
consent of DISTRIBUTOR and IMPORTER.
IV. OWNERSHIP OF DEALERSHIP
This Agreement is a personal service Agreement and has been entered
into by DISTRIBUTOR in reliance upon and in consideration of DEALER's
representation that only the following named persons are the Owners of DEALER,
that such persons will serve in the capacities indicated, and that such persons
are committed to achieving the purposes, goals and commitments of this
Agreement:
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OWNER'S PERCENT OF
NAMES TITLE OWNERSHIP
DiFeo Partnership HCT, Inc. Partner 70%
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Hudson Toyota, Inc. Partner 30%
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V. MANAGEMENT OF DEALERSHIP
DISTRIBUTOR and DEALER agree that the retention of qualified
management is of critical importance to satisfy the commitments made by DEALER
in this Agreement. DISTRIBUTOR, therefore, enters into this Agreement in
reliance upon DEALER's representation that Richard King, Jr., and no other
person, will exercise the function of General Manager, be in complete charge of
DEALER's operations, and will have authority to make all decisions on behalf of
DEALER with respect to DEALER's operations. DEALER further agrees that the
General Manager shall devote his or her full efforts to DEALER's operations.
VI. CHANGE IN MANAGEMENT OR OWNERSHIP
This is a personal service contract. DISTRIBUTOR has entered into
this Agreement because DEALER has represented to DISTRIBUTOR that the Owners and
General Manager of DEALER identified herein possess the personal qualifications,
skill and commitment necessary to ensure that DEALER will promote, sell and
service Toyota Products in the most effective manner, enhance the Toyota image
and increase market acceptance of Toyota Products. Because DISTRIBUTOR has
entered into this Agreement in reliance upon these representations and DEALER's
assurances of the active involvement of such persons in DEALER operations, any
change in ownership, no matter what the share or relationship between parties,
or any changes in General Manager from the person specified herein, requires the
prior written consent of DISTRIBUTOR, which DISTRIBUTOR shall not unreasonably
withhold.
DEALER agrees that factors which would make DISTRIBUTOR's withholding
of consent reasonable would include, without limitation, the failure of a new
Owner or General Manager to meet DISTRIBUTOR'S standards with regard to
financial capability, experience and success in the automobile dealership
business.
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VII. APPROVED DEALER LOCATIONS
In order that DISTRIBUTOR may establish and maintain an effective
network of authorized Toyota dealers, DEALER agrees that it shall conduct its
Toyota operation only and exclusively in facilities and at locations herein
designated and approved by DISTRIBUTOR. DISTRIBUTOR hereby designates and
approves the following facilities as the exclusive location(s) for the sale and
servicing of Toyota Products and the display of Toyota Marks:
NEW VEHICLE SALES AND SHOWROOM USED VEHICLE DISPLAY AND SALES
585 Route 440 599 Route 440
Jersey City, NJ 07304 Jersey City, NJ 07304
SALES AND GENERAL OFFICE BODY AND PAINT
585 Route 440 N/A
Jersey City, NJ 07304
PARTS SERVICE
585 Route 440 585 Route 440
Jersey City, NJ 07304 Jersey City, NJ 07304
OTHER FACILITIES - STORAGE
585 Route 440
Jersey City, NJ 07304
DEALER may not, either directly or indirectly, display Toyota Marks or
establish or conduct any dealership operations contemplated by this Agreement,
including the display, sale and servicing of Toyota Products, at any location or
facility other than those approved herein without the prior written consent of
DISTRIBUTOR. DEALER may not modify or change the usage or function of any
location or facility approved herein or otherwise utilize such locations or
facilities for any functions other than the approved function(s) without the
prior written consent of DISTRIBUTOR.
VIII. PRIMARY MARKET AREA
DISTRIBUTOR will assign DEALER a geographic area called a Primary
Market Area ("PMA"). The PMA is used by DISTRIBUTOR to evaluate DEALER's
performance of its obligations, among other things. DEALER agrees that it has
no exclusive right to any such PMA. DISTRIBUTOR may add new dealers, relocate
dealers, or adjust DEALER's PMA as it reasonably determines is necessary.
DEALER's PMA is set forth on the PMA Addendum hereto.
Nothing contained in this Agreement, with the exception of Section
XIV(B), shall limit or be construed to limit the geographical area in which, or
the persons to whom, DEALER may sell or promote the sale of Toyota products.
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IX. STANDARD PROVISIONS
The "Toyota Dealer Agreement Standard Provisions" are incorporated
herein and made part of this Agreement as if fully set forth herein.
X. ADDITIONAL PROVISIONS
In consideration of DISTRIBUTOR's agreement to appoint DEALER as an
authorized Toyota dealer, DEALER further agrees:
These Additional Provisions to Toyota Dealer Agreement ("Additional
Provisions") are entered into as of , 1995 among DISTRIBUTOR, DEALER,
DIFEO PARTNERSHIP HCT, INC., a Delaware corporation (hereinafter "DP"), HUDSON
TOYOTA, INC., a New Jersey corporation (hereinafter "HTI"; DP and HTI are
hereinafter collectively referred to as the "Partners"), UNITED AUTO GROUP,
INC., a Delaware corporation formerly known as EMCO Motor Holdings, Inc.
(hereinafter "UNITED"), "21" INTERNATIONAL HOLDINGS, INC., a Delaware
corporation (hereinafter "TIHI"), MARSHALL S. COGAN (hereinafter "Cogan"),
SAMUEL X. DIFEO and JOSEPH C. DIFEO (hereinafter collectively the "DiFeos"), and
form a part of and are incorporated into the Dealer Agreement.
RECITALS
1. DISTRIBUTOR and DEALER have entered into a Toyota Dealer
Agreement (the "Dealer Agreement") dated as of _____________, 1995.
2. The Partners are the sole partners of DEALER; UNITED is the sole
shareholder of DP; TIHI is the Majority (defined below) shareholder of UNITED;
Cogan is the Majority shareholder of TIHI; and the DiFeos are the sole
shareholders (including ownership by related persons or entities) of HTI. For
purposes of these Additional Provisions, "Majority" means direct or indirect
ownership (including ownership by related persons or entities) of 66 2/3% or
more of the voting power and 40% or more of the fair market value of the equity
securities of the entity in question. A "related" person is an individual who
is a member of the immediate family of the person in question. A related entity
is (a) a corporation or partnership 80% or more of the interests in which are
owned by the person in question or a related person or (b) a trust benefiting
the person in question or a related person or entity. "Controlled" has the
meaning given to it in Rule 405 under the Rules and Regulations of the
Securities Act of 1993, as amended.
3. UNITED, DEALER, the Partners, TIHI, Cogan and the DiFeos are
hereinafter collectively referred to as the "UNITED Parties". DISTRIBUTOR and
the UNITED Parties are hereinafter collectively referred to as the "Parties".
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ADDITIONAL PROVISIONS (CONTINUED)
4. Provisions for the purposes of agreeing to be bound by the terms
of these Additional Provisions, which are a part of and are incorporated into
the Dealer Agreement.
NOW THEREFORE, in consideration for the mutual agreements contained
herein and in the Dealer Agreement, the Parties agree as follows:
A. GENERAL
1. The Parties acknowledge that DISTRIBUTOR has been provided with
copies of the Master Agreement dated as of March 11, 1992, as amended, between
UNITED, DP, HTI, TIHI, DEALER, the DiFeos and others, the Partnership Agreement
of DEALER dated as of October 5, 1992, the Management Agreement among DEALER,
UNITED and others dated as of October 5, 1992 (the "Management Agreement") and
certain other documentation relating to the relationships between the UNITED
Parties and others (collectively the "Underlying Documentation"). The UNITED
Parties agree that nothing contained in the Underlying Documentation will in any
way be deemed to be consented to by or binding on DISTRIBUTOR, and that the
legal rights and obligations between DISTRIBUTOR, on the one hand, and any of
the UNITED Parties, on the other hand, will be governed exclusively by the
Dealer Agreement, these Additional Provisions and any other agreements executed
by both DISTRIBUTOR and DEALER in connection therewith and herewith.
2. The UNITED Parties acknowledge and agree that if any provision of
these Additional Provisions is violated in any material respect by any of the
UNITED Parties, DISTRIBUTOR will have the right to terminate the Dealer
Agreement on written notice to DEALER.
B. PROVISIONS RELATING TO THE STRUCTURE OF DEALER
1. SINGLE PURPOSE ENTITY. DEALER will be maintained as a separate
legal entity, and will not engage in any business other than operation of a
Toyota dealership and activities related thereto.
2. SINGLE PURPOSE PARTNERS. DP and HTI will be maintained as
separate legal entities, and will not engage in any business other than acting
as partners of DEALER and activities related thereto.
3. NO MERGER, CONSOLIDATION, ETC. Neither DEALER nor either of the
Partners will be merged with or into, or be consolidated with, or acquire
substantially all of the assets of, any other entity.
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ADDITIONAL PROVISIONS (CONTINUED)
C. PROVISIONS RELATING TO MANAGEMENT
1. ROLE OF THE DIFEOS. Samuel X. DiFeo, Joseph C. DiFeo or both of
them will remain actively involved in the management of all aspects of the
operations of DEALER.
a) Both of the DiFeos will be members of the Executive
Committee, Board of Directors or other governing body of DEALER. The
DiFeos will have complete control over all management decisions of DEALER
or relating to DEALER, including day-to-day activities and extraordinary
matters, provided, that the Executive Committee, Board of Directors or
other governing body of DEALER may take part in decisions relating to
extraordinary matters, including but not limited to a change in business
location and a sale or liquidation of the business.
b) The General Manager will report directly to and be
responsible to the DiFeos.
c) Subject to Section C.2., the DiFeos will at all times be the
sole shareholders of HTI (including ownership by related persons or
entities), and HTI will at all times own at least a 25% interest in the
profits and capital of DEALER, provided, that if HTI's interest falls below
30%, any interest below 30% will be transferred to DP.
d) DISTRIBUTOR may rely on oral or written communications and
agreements from either of the DiFeos as being the binding agreements of
DEALER, without any duty of DISTRIBUTOR to confirm that such communication
or agreement has been approved by the Executive Committee or any other
person or entity.
2. SUCCESSORS TO THE DIFEOS. In the event that (a) neither of the
DiFeos wishes to continue his role in the management of DEALER as set forth in
Section C.l., (b) the DiFeos wish to cease being the sole shareholders of HTI
(including ownership of related persons or entities) or (c) HTI wishes to
decrease its ownership in DEALER to less than 25%, such action may be taken only
with the prior written consent of DISTRIBUTOR. Such consent of DISTRIBUTOR may
be conditioned on either (i) transfer of the DiFeos' management responsibilities
and/or ownership interest (direct or indirect) as applicable, in DEALER to an
individual or individuals approved by DISTRIBUTOR, taking into account such
factors as DISTRIBUTOR deems to be relevant and are consistent with applicable
laws or (ii) transfer of not less than 25% of the voting power, profits interest
and capital interest in DEALER to the then General Manager of DEALER, which
transfer may be accomplished by having such General Manager acquire such
interest in increments of not less than 5% per year over a period of not more
than 5 years.
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ADDITIONAL PROVISIONS (CONTINUED)
3. ROLE OF THE GENERAL MANAGER.
a) Richard King, Jr., or any subsequent General Manager of
DEALER approved by DISTRIBUTOR, will serve exclusively as General Manager
of DEALER on a full time basis and will not have any management
responsibilities with respect to any other dealership or other business or
appear as the General Manager on any automobile dealership franchise
agreement other than that of DEALER.
b) The General Manager will have responsibility for and
authority with respect to the day-to-day operations of DEALER in the
ordinary course of business, under the supervision of the DiFeos (subject
to Section C.2.), and either the DiFeos or the General Manager will have
the following authority, without the need for obtaining the prior approval
of any other person:
(i) the authority to hire or terminate any employee of
DEALER.
(ii) the authority to order vehicles and other products.
(iii) the authority to place advertising.
(iv) the authority to communicate with DISTRIBUTOR with
respect to all aspects of the business of DEALER.
(v) the authority to approve expenditures by DEALER in
the ordinary course of business in amounts of less than $50,000 per
item.
(vi) the authority to approve capital improvements or
modifications to the DEALER's facilities in amounts not to exceed
$100,000 with respect to any expenditure.
4. MEMBERSHIP OF EXECUTIVE COMMITTEE. There shall be no change in
the membership of the Executive Committee, Board of Directors or other governing
body of DEALER without the prior written approval of DISTRIBUTOR.
D. PROVISIONS RELATING TO CAPITALIZATION AND ACCOUNTING
1. No distributions will be made by DEALER to the Partners if such
distributions would cause DEALER to fail to meet any of DISTRIBUTOR's
capitalization guidelines, including but not limited to net working capital
requirements.
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ADDITIONAL PROVISIONS (CONTINUED)
2. The operations and financial results of DEALER will be reported
to DISTRIBUTOR separately from those of any other entity, business or activity,
including but not limited to any of the UNITED Parties and any other dealerships
directly or indirectly owned or controlled by any of the UNITED Parties.
3. DEALER will maintain complete and separate departments for new
and used vehicle sales, service, parts sales, leasing and finance and insurance,
and will provide separate identifiable areas for each department. DEALER will
maintain a separate and permanent personnel staff and separate retail operations
from other dealerships directly or indirectly owned by any of the UNITED
Parties. DEALER shall not combine its used car operation with that of any other
entity, including any other dealerships directly or indirectly owned by any of
the UNITED Parties.
4. DEALER will not transfer assets or liabilities on an intercompany
receivable or payable basis; or place vehicles on consignment to any other
dealership, except on payment terms requiring payment in full within three (3)
business days and in an outstanding amount not to exceed $150,000 at any one
time. Any loan from DEALER to any person or entity controlled by any UNITED
Party will be treated as a distribution by DEALER to the Partners for purposes
of determining compliance with Section D.l.
5. If DEALER transfers assets to any commonly controlled person or
entity for less than fair market value consideration, the excess of the fair
market value of such assets over the consideration paid, if any, will be treated
as a distribution by DEALER to the Partners for purposes of determining
compliance with Section D.1.
6. DEALER will submit to DISTRIBUTOR a consolidated, audited
financial statement of all dealerships controlled by the UNITED Parties on an
annual basis, on or before June 30 of each year for the previous year ended
December 31.
E. PROVISIONS RELATING TO OWNERSHIP
1. CHANGES IN INDIRECT OWNERSHIP. In addition to the right of
DISTRIBUTOR to approve changes in ownership of DEALER as set forth in the Dealer
Agreement, DISTRIBUTOR will also have the right, in compliance with applicable
laws, to approve transfers in ownership of DP, HTI and UNITED, and will have the
right to approve any transfer in ownership of TIHI which results in Cogan no
longer being the Majority shareholder of TIHI.
2. NO PUBLIC OFFERING. (a) The UNITED Parties acknowledge that the
Dealer Agreement is a personal service contract, and that the personal service
nature of the Dealer Agreement was a material inducement to DISTRIBUTOR in
entering
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ADDITIONAL PROVISIONS (CONTINUED)
into the Dealer Agreement. In light of the foregoing, none of DEALER, any
Partner, or any person or entity directly or indirectly owning an interest in,
or, directly or indirectly, controlling, controlled by or under common control
with (within the meaning of Rule 405 under the Rules and Regulations of the
Securities Act of 1933, as amended), DEALER or any partner of DEALER (as
applicable, the "Issuer") will offer, issue or sell securities that are required
to be registered pursuant to the Securities Act of 1933, as amended, ("Public
Securities") or permit any of their securities to become Public Securities, or
merge or consolidate with any entity the securities of which are Public
Securities without the prior written consent of DISTRIBUTOR, such consent to be
granted or denied in DISTRIBUTOR's sole discretion.
b) Nothing contained in this Section E.2 will be deemed to prohibit
(i) one or more entities which have issued Public Securities from owning equity
securities of TIHI, provided that Cogan agrees that, subject to compliance with
applicable laws, (A) neither he nor any related person or entity will transfer
any equity security in TIHI to an entity which has issued public securities and
(B) any transfer of equity securities in TIHI by Cogan will contain a specific
restriction prohibiting the transferee (or any subsequent transferee) from
reselling such equity securities to an entity which has issued Public
Securities, or (ii) TIHI from holding an interest in one or more entities which
have issued Public Securities, provided that such entities do not own an
interest in any of the UNITED Parties.
c) Notwithstanding this Section E.2, in the event that at any time
after the date hereof, DISTRIBUTOR issues a Dealer Agreement to an entity which
owns and operates a Toyota dealership in the United States which specifically
permits the issuance of Public Securities or contains specific restrictions on
the issuance of Public Securities which are different from this Section E.2 in
any material respect, DISTRIBUTOR, upon request by DEALER, agrees to offer
DEALER the option of amending this Section E.2 to contain provisions relating to
issuance of Public Securities which are substantially the same as those which
are contained in the Dealer Agreement of such other dealership.
d) (i) Any person or entity who owns or will own ten percent
(10%) of the outstanding stock or of the voting rights of DEALER, UNITED, DP or
HTI, shall file an ownership application with DISTRIBUTOR, which application
shall be subject to approval of DISTRIBUTOR.
(ii) Any corporation or other entity holding or obtaining ten
percent (10%) or more of the ownership or voting rights of any class of
stock in UNITED shall provide its most recent annual statement, financial
statement or
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ADDITIONAL PROVISIONS (CONTINUED)
equivalent to DISTRIBUTOR; in the event the corporation is submitting an
ownership application to DISTRIBUTOR, such statement shall be submitted
with the application.
(iii) UNITED shall provide a list of all current members of its
Board of Directors, and resumes for each Director, to DISTRIBUTOR, and
provide such information for each new member.
(iv) There shall be no change in the management function of
Samuel X. and Joseph C. DiFeo without the prior written approval of
DISTRIBUTOR.
(v) In approving the current ownership structure, DISTRIBUTOR
is specifically not approving any future ownership change which could
result from a public offering of the stock of UNITED or any other entity.
The UNITED Parties hereby acknowledge that certain provisions of the
documentation provided to DISTRIBUTOR in connection with the sale of
preferred stock of UNITED, including the Registration Rights Agreement, are
potentially in conflict with Section E.2 of these Additional Provisions to
Dealer Agreement, and agree that any violation of such Section E.2 will
constitute a material breach of this Dealer Agreement.
3. SUCCESSORS AND ASSIGNS. In the event that any interest in any of
the UNITED Parties is transferred in accordance with the provisions of the
Dealer Agreement and these Additional Provisions, as a condition to such
transfer the transferee must agree in writing to be bound by all of the terms
and provisions of the Dealer Agreement and these Additional Provisions, such
agreement to be in form and substance reasonably acceptable to DISTRIBUTOR.
4. COMPETITORS. In no event may any interest in any of the UNITED
Parties be transferred to an entity which is directly or indirectly engaged in
the business of manufacturing and/or distributing automobiles, or an affiliate
thereof.
F. CUSTOMER SATISFACTION
DEALER agrees to achieve, within twelve (12) months of the effective
date of this Agreement and to thereafter maintain throughout the duration of
this Agreement, a satisfactory customer satisfaction performance, as measured by
all applicable standards established by Toyota Motor Sales, U.S.A., Inc., and
which are modified from time to time.
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IN WITNESS WHEREOF, the Parties have executed these Additional
Provisions as of the date first above written.
TOYOTA MOTOR SALES, U.S.A., INC. HUDSON MOTORS PARTNERSHIP
By: /s/ Ezra P. Mager
-------------------------------
General Partner
By: /s/ Shinji Sakai
--------------------------
Title:
----------------------- By: /s/ Samuel X. DiFeo
-------------------------------
Title:
----------------------------
DIFEO PARTNERSHIP HCT, INC. HUDSON TOYOTA, INC.
By: /s/ Ezra P. Mager
- ------------------------------
Title:
----------------------- By: /s/ Samuel X. DiFeo
-------------------------------
Title:
----------------------------
UNITED AUTO GROUP, INC. "21" INTERNATIONAL HOLDINGS,
INC.
By: /s/ Ezra P. Mager By: /s/ Marshall S. Cogan
-------------------------- -------------------------------
Title: Title:
----------------------- -----------------------
/s/ Marshall S. Cogan /s/ Samuel X. DiFeo
- ------------------------------ -----------------------------------
MARSHALL S. COGAN SAMUEL X. DIFEO
/s/ Joseph C. DiFeo
- ------------------------------
JOSEPH C. DIFEO
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XI. EXECUTION OF AGREEMENT
Notwithstanding any other provision herein, the parties to this
Agreement, DISTRIBUTOR and DEALER, agree that this Agreement shall be valid and
binding only if it is signed:
A. On behalf of DEALER by a duly authorized person;
B. On behalf of DISTRIBUTOR by the President and/or an authorized
General Manager, if any, of DISTRIBUTOR; and
C. On behalf of IMPORTER, solely in connection with its limited
undertaking herein, by President of IMPORTER.
XII. CERTIFICATION
By their signatures hereto, the parties agree that they have read and
understand this Agreement, including the Standard Provisions incorporated
herein, are committed to its purposes and objectives and agree to abide by all
of its terms and conditions.
Hudson Motors Partnership t/a HUDSON TOYOTA DEALER
- ------------------------------------------------------------
(Dealer Entity Name)
Date: By: /s/ Sam C. DiFeo President - Hudson Toyota, Inc.
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Sam C. DiFeo Signature Title
Chief Executive Officer
Date: By: /s/ Ezra Mager DiFeo Partnership HCT, Inc.
----- ----------------------- -------------------------------
Ezra Mager Signature Title
Date: By:
----- ----------------------- -------------------------------
Signature Title
Toyota Motor Distributors, Inc. DISTRIBUTOR
- -------------------------------------------------------
(Distributor Name)
Date:3/2/95 By: /s/ Marshall Johnson General Manager
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Marshall Johnson Signature Title
Date: By:
----- ----------------------- -------------------------------
Signature Title
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Undertaking by IMPORTER: In the event of termination of this
Agreement by virtue of termination or expiration of DISTRIBUTOR's contract with
IMPORTER, IMPORTER, through its designee, will offer DEALER a new agreement of
no less than one year's duration and containing the terms of the Toyota Dealer
Agreement then prescribed by IMPORTER.
TOYOTA MOTOR SALES, U.S.A., INC.
Date: May 05, 1995 By: /s/ Shinji Sakai President
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Shinji Sakai Signature Title