EXHIBIT
10.2.15.1
HYUNDAI MOTOR AMERICA
DEALER SALES AND SERVICE AGREEMENT
This is an Agreement between HYUNDAI MOTOR AMERICA (HMA), a California
corporation, and FAIR HYUNDAI PARTNERSHIP (DEALER), a(n)_____ individual, X
partnership, _____ corporation, duly incorporated in the state of CONNECTICUT,
and doing business as FAIR HYUNDAI.
INTRODUCTION
HMA sells Hyundai Products which are manufactured or approved by Hyundai
Motor Company (FACTORY). HMA has established a network of authorized Hyundai
Dealers, operating at approved locations and according to Hyundai standards, to
sell and service Hyundai Products. HMA has selected its Dealers based on their
experience and commitment that they will sell and service Hyundai Products in a
manner which promotes and maintains Customer confidence and satisfaction, and
increases product acceptance and awareness.
DEALER represents that its Owner(s) and General Manager identified herein
have the skill, experience, capital and facilities to ensure that DEALER
operates a first-class dealership. HMA enters into this Agreement upon DEALER's
assurances of the continued personal services of said Owner(s) and General
Manager. The purpose of this Agreement is to memorialize such assurances, to
appoint DEALER as an authorized Hyundai Dealer, to provide for the effective
representation of Hyundai Products and to set forth the rights and obligations
of HMA and DEALER hereunder.
Accordingly, the parties agree as follows:
1. APPOINTMENT OF DEALER
Subject to the terms of this Agreement, HMA hereby grants DEALER the non-
exclusive right:
To buy the Hyundai Products identified in the Hyundai Product Addendum
attached hereto which HMA, in its sole discretion, may revise from
time to time; and
To identify itself as an authorized Hyundai Dealer using Hyundai Marks
in the promotion, sale and servicing of Hyundai Products and at the
location(s) approved herein.
DEALER accepts its appointment as an authorized Hyundai Dealer and agrees
to:
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Conduct its business in a manner which will engender Customer
confidence and satisfaction and reflect positively upon HMA;
Effectively promote and sell Hyundai Products;
Professionally service Hyundai Products; and
Establish and maintain satisfactory dealership facilities at the
location(s) approved by HMA.
2. TERM OF THIS AGREEMENT
This Agreement will become effective on the date it is executed by HMA and
will continue in effect for a period of THREE (3) YEARS, unless terminated as
provided herein. This Agreement may not be extended or renewed except in
writing signed by the President and Executive Vice President of HMA.
3. DEALER OWNERSHIP
HMA enters into this Agreement in reliance upon the personal qualifications
and representations of the persons identified below and upon DEALER's assurances
that the following persons, and only the following persons, will be the Owner(s)
of DEALER.
NAME ADDRESS TITLE OWNERSHIP
INTEREST
Fair Hyundai Corp. 30%
- ----------------------- -------------- ---------------- -------------
DiFeo Partnership, Inc. 70%
- ----------------------- -------------- ---------------- -------------
- ----------------------- -------------- ---------------- -------------
- ----------------------- -------------- ---------------- -------------
4. DEALER MANAGEMENT
DEALER recognizes that the effective performance of its obligations
hereunder requires that experienced DEALER management be actively involved at
all times. HMA enters into this Agreement in reliance upon the qualifications
of JAMES HETHERINGTON to manage DEALER's operations and upon DEALER's assurance
that such person, and no other person, will at all times function as General
Manager and be considered as Dealer Operator with complete authority to make all
decisions on behalf of DEALER with respect to DEALER's operations. DEALER
further agrees that the General Manager shall devote full time (100%) to the
management of DEALER's operations.
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5. CHANGE IN DEALER OWNERSHIP OR MANAGEMENT
This is a personal services agreement. HMA has entered into this Agreement
in reliance upon DEALER's assurances of the active involvement of the Owners and
General Manager identified herein in DEALER's operations. Accordingly, any
change in ownership, regardless of the share or relationship between parties, or
any change in General Manager, from the person(s) identified herein, requires
the prior written consent of HMA, which HMA shall not unreasonably withhold.
6. DEALER LOCATION
DEALER is free to sell Hyundai Products to Customers wherever they may be
located. However, in order for HMA to establish and maintain an effective
network of authorized Hyundai Dealers for the sale and servicing of Hyundai
Products and to maximize Customer convenience, HMA has approved the following
facilities as the exclusive location(s) for the sale and servicing of Hyundai
Products and for the display of Hyundai Marks:
HYUNDAI NEW VEHICLE SALES AND SHOWROOM PARTS AND SERVICE
102D Federal Road Same
- ------------------------------------------- ------------------------------
Danbury, CT 06813
- ------------------------------------------- ------------------------------
SALES AND GENERAL OFFICES USED VEHICLE DISPLAY AND SALES
Same Same
- ------------------------------------------- ------------------------------
- ------------------------------------------- ------------------------------
BODY AND PAINT
Same
- ------------------------------------------- ------------------------------
DEALER agrees not to display Hyundai Marks or to conduct any dealership
operations, including the display, sale and/or service of Hyundai Products, at
any location other than at the location(s) approved herein, without the prior
written consent of HMA.
Moreover, each location is approved only for the activity indicated.
DEALER may not alter the activity of any location approved herein or otherwise
use such location for any activities
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other than the approved activity, without the prior written consent of HMA.
7. STANDARD PROVISIONS
The HMA Dealer Sales and Service Agreement Standard Provisions are
incorporated herein and made a part of this Agreement as if fully set forth
herein.
8. ADDITIONAL PROVISIONS
In consideration of HMA's agreement to appoint DEALER as an authorized
Hyundai Dealer, DEALER further agrees:
Pursuant to Paragraph 12A of this Agreement, DEALER agrees to establish and
maintain a dealership facility in accordance with HMA's minimum facility
standards, as amended from time to time, and that such facility will at all
times reflect a distinctive first-class appearance in common with all other
authorized Hyundai dealers.
DEALER further agrees to operate the Showroom facility, located at 102D
Federal Road, in Danbury, Connecticut, exclusively for the display and sale of
Hyundai products.
DEALER acknowledges that HMA's approval of DEALER's current facility, does
not, in any way, constitute a promise by HMA that it will sell DEALER any
particular number of vehicles or an assurance by HMA that DEALER will achieve
any particular level of sales, operate at a profit or realize any return on his
investment. The actual profits to be realized will depend to a great extent on
the management of the dealership, as well as on business and economic
conditions. DEALER acknowledges that, as in any investment in competitive
industry, there are no guarantees.
DEALER is a General Partnership owned by two corporate entities known as
Fair Hyundai Corp ("FAIR") (30%) and DiFeo Partnership, Inc. ("DIFEO") (70%)
(collectively "Corporate Partners").
DEALER has represented to HMA that no individual owner of FAIR holds a
majority interest, i.e., more than 50% in FAIR, including, but not limited to, a
majority of voting stock. By the signatures of its owners hereto, FAIR agrees
that Samuel X. DiFeo has complete authority to make all decisions and enter into
all commitments on behalf of all owners of FAIR and that HMA may rely completely
on the authority of such person to do so.
DEALER has further represented to HMA that DIFEO is 100% owned by a
corporate entity known as EMCO Motor Holdings, Inc. ("EMCO"). A majority of all
voting shares of EMCO are held by a corporate entity known as 21 International
Holdings, Inc. ("TIHI"), and TIHI, in turn, is controlled by Marshall Cogan
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("COGAN"), who owns a majority of all voting shares of TIHI. By his signature
hereto, COGAN, on behalf of DIFEO, EMCO and TIHI, agrees that there will be no
change in majority ownership of Corporate Partner, DIFEO, without the prior
written consent of HMA.
COGAN further acknowledges that TIHI is approved as an owner for investment
purposes only and will not be active in the day-to-day management of DEALER's
operations.
Pursuant to Article 3, Paragraph 3.1 of the Partnership Agreement between
DIFEO and FAIR, dated __________, 1992, the Executive Committee of DEALER shall
have full and complete authority to make all day-to-day management decisions and
enter into all commitments on behalf of DEALER. The following individuals are
currently members of the Executive Committee of DEALER: Marshall Cogan, Erza P.
Mager, Joseph C. Herman, Joseph C. DiFeo and Samuel X. DiFeo. HMA has entered
into this Agreement with DEALER in reliance upon the personal qualifications and
representation of, and assurances of the active involvement of, Samuel X. DiFeo
in DEALER's management. The foregoing persons agree, individually and on behalf
of the Executive Committee, to appoint Samuel X. DiFeo as Dealer Principal of
DEALER with complete authority to make all decisions and enter into all
commitments on behalf of all Corporate Partners and that HMA may rely completely
on the authority of such person to do so. The foregoing persons also agree that
there will be no change in Dealer Principal without the prior written consent of
HMA. DEALER recognizes that failure to obtain such consent shall be grounds for
termination under Paragraph 16 of this Dealer Agreement. Finally, DEALER
acknowledges that the following persons are approved for investment purposes
only and will not be active in the day-to-day management of DEALER's operations.
DEALER acknowledges that in order to be approved as an operator, the
following persons would have to apply separately to HMA for approval: Marshall
Cogan and Erza Mager.
DEALER recognizes that the obligations incurred herein are material terms
of this Agreement. Failure to comply with any or all of the provisions shall be
grounds for termination of this Agreement.
HMA has established a minimum Net Working Capital requirement in order to
ensure that there is sufficient capital available for the operation and growth
of the dealership. DEALER's Net Working Capital needs may vary, however, DEALER
must maintain the established minimum as set forth by HMA at all times.
DEALER and HMA mutually agree that, as currently determined, it is
necessary for the proper operation of DEALER's business that DEALER maintain a
minimum of $212,519 in Net Working
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Capital. As of the date this Agreement is executed, DEALER is substantially
deficient in Net Working Capital.
9. EXECUTION OF AGREEMENT
This Agreement shall be valid and binding only if it is signed:
On behalf of DEALER by a duly authorized person; and
On behalf of HMA by the President, the Executive Vice President and
the General and/or Regional Manager, if any, of HMA.
By their signatures hereto, the parties agree to abide by the terms and
conditions of this Agreement, including the Standard Provisions incorporated
herein, in good faith and for their mutual benefit.
FAIR HYUNDAI PARTNERSHIP dba FAIR HYUNDAI
(Dealer Entity Name)
DATE: 9/24/92 By: /s/ illegible Exec. Comm.
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Signature Title
DATE: 9/21/92 By: /s/ illegible LEO
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Signature Title
DATE: 9/21/92 By: /s/ illegible C.O.O.
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Signature Title
DATE: 9/23/92 By: /s/ illegible Exec. V.P.
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Signature Title
DATE: 9/21/92 By: /s/ illegible Exec. V.P.
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Signature Title
DATE: 9/21/92 By: /s/ illegible Exec. V.P.
------------- ---------------------------- ---------------
Signature Title
HYUNDAI MOTOR AMERICA
General Manager
DATE: 10/12/92 By: /s/ illegible Eastern Region
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Signature Title
DATE: 10/12/92 By: /s/ illegible
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Signature Title
DATE: 10/12/92 By: /s/ illegible
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Signature Title
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PRODUCT ADDENDUM
TO
HYUNDAI MOTOR AMERICA
DEALER SALES AND SERVICE AGREEMENT
10/12/92
----------------
Date
Pursuant to Paragraph 1 of the Hyundai Motor America (HMA) Dealer Sales and
Service Agreement, HMA grants DEALER the non-exclusive right to buy the Hyundai
Products identified below:
Elantra, Excel, Scoupe, Sonata
and all parts, accessories and equipment for such vehicle(s).
This Hyundai Product Addendum shall remain in effect unless and until
superseded by a new Hyundai Product Addendum furnished by HMA.
AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
THIS AMENDMENT (the "Amendment") to the Hyundai Dealer Sales and Service
Agreement, executed on 10/12/95 (the "Agreement"), is hereby made and entered
into by and between Hyundai Motor America ("HMA") and FAIR HYUNDAI PARTNERSHIP
("Dealer").
The parties desire to extend and modify the Agreement under the terms and
conditions of this Amendment. In consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement, effective as of the date of
execution of this Amendment, as follows:
Paragraph 2 of the Agreement which provides:
This Agreement will become effective on the date it is executed by HMA and
will continue in effect for a period of 3 YEARS, unless terminated as
provided therein. This Agreement may not be extended or renewed except in
writing signed by the President and Executive Vice President of HMA.
it is hereby amended to state:
This Agreement will become effective on the date it is executed by HMA and
will continue in effect for a period of 4 YEARS, unless terminated as
provided herein. This Agreement may not be extended or renewed except in
writing, signed by HMA.
The terms and conditions of the Agreement, to the extent not modified
herein, shall remain in full force and effect and shall continue to bind the
parties hereto.
HMA hereby covenants and agrees that the signature of the HMA
representative below is an authorized representative of HMA as defined by the
Agreement, paragraph 19(b).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date stated below.
FAIR HYUNDAI PARTNERSHIP dba FAIR HYUNDAI
DATED: 9/25/95 By: /s/ illegible Chairman
------------ -------------------- ---------------
Name Title
HYUNDAI MOTOR AMERICA
DATED: 9/29/95 By: /s/illegible
----------- --------------------
General Manager
Region Eastern
-----------------
AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
Hyundai Motor America ("HMA") and FAIR HYUNDAI PARTNERSHIP ("Dealer")
hereby agree to amend Paragraph 6 of the Hyundai Dealer Sales and Service
Agreement between HMA and Dealer which was executed by the President of HMA on
OCTOBER 12, 1992 ("Current Agreement") as follows:
Paragraph 6 of the Current Agreement which provides in pertinent part that
HMA has approved the following facilities as the exclusive location(s) for
the sale and servicing of Hyundai Products and for the display of Hyundai
Marks:
HYUNDAI NEW VEHICLE SALES PARTS AND SERVICE
AND SHOWROOM
102 D Federal Road Same
- ------------------------------------------ ------------------------------
Danbury, CT 06813
- ------------------------------------------ ------------------------------
SALES AND GENERAL OFFICES USED VEHICLE DISPLAY AND SALES
Same Same
- ------------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------
BODY AND PAINT
Same
- ------------------------------------------ ------------------------------
is hereby amended to state
HMA has approved the following facilities as the exclusive location(s) for
the sale and servicing of Hyundai Products and for the display of Hyundai
Marks:
HYUNDAI NEW VEHICLE SALES PARTS AND SERVICE
AND SHOWROOM
100 C Federal Road Same
- ------------------------------------------ ------------------------------
Danbury, CT 06813
- ------------------------------------------ ------------------------------
SALES AND GENERAL OFFICES USED VEHICLE DISPLAY AND SALES
Same Same
- ------------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------
BODY AND PAINT
Same
- ------------------------------------------
- ------------------------------------------
AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
Hyundai Motor America ("HMA") and FAIR HYUNDAI PARTNERSHIP ("DEALER")
hereby agree to amend Paragraph 8 (Additional Provisions) of the Hyundai Dealer
Sales and Service Agreement between HMA and DEALER which was executed by the
President of HMA on OCTOBER 12, 1992 ("Current Agreement").
The provisions of Paragraph 8 of the Current Agreement are hereby deleted
in their entirety and are replaced by the following:
HMA has entered into this Agreement based upon DEALER's promise to provide
representation in the Hyundai/Isuzu facility, located at 100 C Federal
Road, in Danbury, Connecticut.
In recognition of his responsibilities hereunder, DEALER agrees to divide
the showroom of the proposed facility, by means of a permanent barrier, and
hereby agrees to provide exclusive representation for the display and sale
of Hyundai products.
In addition, DEALER agrees to relocate and install within 90 days of the
execution of this Agreement the existing HP-100 Hyundai freestanding sign
and one set each of 15" dealer name (DN-15) letters and 24" Hyundai (HL-24)
letters.
DEALER acknowledges that HMA's approval of DEALER's current facility, does
not, in any way, constitute a promise by HMA that it will sell DEALER any
particular number of vehicles or an assurance by HMA that DEALER will
achieve any particular level of sales, operate at a profit or realize any
return on his investment. The actual profits to be realized will depend to
a great extent on the management of the dealership, as well as on business
and economic conditions. DEALER acknowledges that, as in any investment in
competitive industry, there are no guarantees.
DEALER is a General Partnership owned by two corporate entities known as
Fair Hyundai Corp. ("FAIR") (30%) and DiFeo Partnership, Inc. ("DIFEO")
(70%) (collectively "Corporate Partners").
DEALER has represented to HMA that no individual Owner of FAIR owns a
majority interest, i.e., more than 50% in FAIR, including, but not limited
to, a majority of voting stock. By the signatures of its Owners hereto,
FAIR agrees that Samuel X. DiFeo has complete authority to make all
decisions and enter into all commitments on behalf of all Owners of FAIR
and that HMA may rely completely on the authority of such person to do so.
DEALER has further represented to HMA that DIFEO is 100% owned by a
corporate entity known as United Auto Group, Inc. ("UNITED"). A majority
of all voting shares of UNITED are held by a corporate entity known as 21
International Holdings, Inc. ("TIHI) and TIHI, in turn is controlled by
Marshall Cogan ("COGAN"), who owns a majority of all voting shares of TIHI.
By his signature hereto, COGAN, on behalf of DIFEO, UNITED and TIHI, agrees
that there will be no change in majority ownership of Corporate Partner,
DIFEO, without the prior written consent of HMA.
COGAN further acknowledges that TIHI is approved as an owner for investment
purposes only and will not be active in the day-to-day management of
DEALER's operations.
Pursuant to Article 3, Paragraph 3.1 of the Partnership Agreement between
DIFEO and FAIR, dated October 11, 1992, the Executive Committee of DEALER
shall have full and complete authority to make all day-to-day management
decisions and enter into all commitments on behalf of DEALER. The
following individuals are currently members of the Executive Committee of
DEALER: Marshall Cogan, Ezra P. Mager, Carl Spielvogel, Joseph C. DiFeo
and Samuel X. DiFeo. HMA has entered into this Agreement with DEALER in
reliance upon the personal qualifications and representation of, and
assurances of the active involvement of, Samuel X. DiFeo in DEALER's
management. HMA requires FAIR and DEALER to appoint a single individual to
act as dealer principal with full and complete authority to make all
management decisions. The foregoing persons agree, individually and on
behalf of the Executive Committee, to appoint Samuel X. DiFeo as Dealer
Principal of DEALER with complete authority to make all decisions and enter
into all commitments on behalf of all Corporate Partners and that HMA may
rely completely on the authority of such person to do so. The foregoing
persons also agree that there will be no change in Dealer Principal without
the prior written consent of HMA. DEALER recognizes that failure to obtain
such consent shall be grounds for termination under Paragraph 16 of the
Dealer Agreement.
DEALER recognizes that the obligations incurred herein are material terms
of this Agreement.
The foregoing amendment shall be effective on the date executed by an
authorized officer of HMA.
FAIR HYUNDAI PARTNERSHIP dba FAIR HYUNDAI
(Dealer Entity Name)
DATE: By: /s/ Carl Spielvogel
--------- ------------------------------ -------------------
Signature Title
DATE: By: /s/ Marshall S. Cogan
--------- ------------------------------ -------------------
Signature Title
DATE: By: /s/ Jospeh D. DiFeo
--------- ------------------------------ -------------------
Signature Title
DATE: By: /s/ Samuel X. DiFeo
--------- ------------------------------ -------------------
Signature Title
APPROVED:
HYUNDAI MOTOR AMERICA
General Manager
DATE: 3/1/96 By: /s/ Illegible Eastern Region
------------ ---------------------------- ------------------
Signature Title
DATE: 3/10/96 By: /s/ Illegible E.V.P./C.O.O.
------------ ---------------------------- ------------------
Signature Title
DATE: 3/14 By: /s/ Illegible
------------ ---------------------------- ------------------
Signature Title
AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
Hyundai Motor America ("HMA") and Fair Hyundai Partnership ("DEALER")
hereby agree to amend Paragraph 8 of the Hyundai Dealer Sales and Service
Agreement between HMA and DEALER which was executed on October 12, 1992 and
amended from time to time prior to the date hereof (the "Current Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, as of the date hereof, a majority of the partnership interests
of DEALER are indirectly owned by United Auto Group, Inc. ("UNITED");
WHEREAS, UNITED is contemplating an offering of shares of its capital
stock to be registered pursuant to the Securities Act of 1933 (the "Public
Offering");
WHEREAS, in connection with the Public Offering, it is contemplated that
UNITED will acquire indirect ownership of all the remaining partnership
interests of DEALER; and
WHEREAS, the parties hereto desire to amend the Current Agreement to
permit the foregoing;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
Effective upon consummation of the Public Offering, the final six
paragraphs of Section 8 of the Current Agreement shall be deleted and
replaced with the following:
DEALER is a general partnership owned by two corporate entities know as
DiFeo Partnership, Inc. ("DPI") (70%) and UAG Northeast, Inc. ("UNI")
(30%) (collectively, "Coorporate Parteners").
DEALER has represented to HMA that each of the Corporate Partners is 100%
owned by a corporate entity known as United Auto Group, Inc. ("UNITED").
UNITED is a publicly traded company in which no single entity or
individual owns the majority of voting shares. UNITED furthur warrants
that control of UNITED will be vested in a Board of Directors.
Pursuant to this Agreement, UNITED shall appoint Samuel X. DiFeo as
Dealer Operator of DEALER with complete authority to make all decisions
and enter into all commitments on behalf of DEALER with respect to DEALER's
operations, and HMA will rely completely on the authority of such person.
UNITED and the Corporate Partners further agree that there will be no
change in majority direct ownership of DEALER without prior written
consent of HMA. DEALER recognizes that the failure to obtain such consent
shall be grounds for termination under paragraph 16 of this Agreement.
The foregoing amendment is agreed upon on the date executed by an
authorized officer of HMA.
FAIR HYUNDAI PARTNERSHIP
Date: By:
--------------- ------------------------------
Carl Spielvogel
Member, Executive Committee
Date: By:
--------------- ------------------------------
Samuel X. DiFeo
Member, Executive Committee
DIFEO PARTNERSHIP, INC.
Date: By:
--------------- ------------------------------
Carl Spielvogel
Chairman of the Board and
Chief Executive Officer
UAG NORTHEAST, INC.
Date: By:
--------------- ------------------------------
Carl Spielvogel
Chairman of the Board and
Chief Executive Officer
UNITED AUTO GROUP, INC.
Date: By:
--------------- ------------------------------
Carl Spielvogel
Chairman of the Board and
Chief Executive Officer
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APPROVED:
HYUNDAI MOTOR AMERICA
Date: By:
--------------- ------------------------------
Name:
Title:
Date: By:
--------------- ------------------------------
Name:
Title:
Date: By:
--------------- ------------------------------
Name:
Title:
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AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
Hyundai Motor America ("HMA") and DIFEO HYUNDAI PARTNERSHIP
("Dealer") hereby agree to amend Paragraph 3 of the Hyundai Dealer Sales and
Service Agreement between HMA and Dealer which was executed by the President of
HMA on NOVEMBER 22, 1993 ("Current Agreement").
Paragraph 3 of the Current Agreement which provides in pertinent
part that
only the following persons, will be the Owner(s) of DEALER.
OWNERSHIP
NAME ADDRESS TITLE INTEREST
DiFeo Hyundai, Inc. 30%
- ------------------------- ---------------- ---------------- ---------------
DiFeo Partnership, Inc. 70%
- ------------------------- ---------------- ---------------- ---------------
- ------------------------- ---------------- ---------------- ---------------
- ------------------------- ---------------- ---------------- ---------------
is hereby amended to state that only the following persons, will be the Owner(s)
of DEALER.
OWNERSHIP
NAME ADDRESS TITLE INTEREST
DiFeo Partnership, Inc. 70%
- ------------------------- ---------------- ---------------- ---------------
UAG Northeast, Inc. 30%
- ------------------------- ---------------- ---------------- ---------------
- ------------------------- ---------------- ---------------- ---------------
- ------------------------- ---------------- ---------------- ---------------
AMENDMENT TO
HYUNDAI DEALER SALES AND SERVICE AGREEMENT
Hyundai Motor America ("HMA") and DIFEO HYUNDAI PARTNERSHIP ("DEALER")
hereby agree to amend Paragraph 8 (Additional Provisions) of the Hyundai Dealer
Sales and Service Agreement between HMA and DEALER which was executed by the
President of HMA on NOVEMBER 22, 1993 ("Current Agreement").
The provisions of Paragraph 8 of the Current Agreement are hereby deleted in
their entirety and are replaced by the following:
HMA has entered into this Agreement based upon DEALER's promise to
provide representation in the current Hyundai/Chrysler-Plymouth/Jeep-
Eagle facility, located at Route 440 at Hudson Mall in Jersey City,
New Jersey. DEALER acknowledges that its decision to combine its
Hyundai, Chrysler-Plymouth and Jeep-Eagle dealership operations,
including the Showroom facility, substantially reduces the space
available for representation of the Hyundai franchise.
DEALER acknowledges that Jersey City, New Jersey is part of the larger
Newark, New Jersey metro market area. DEALER further acknowledges
that it is HMA's policy to require exclusive sales representation in
metro market areas.
In recognition of his responsibilities hereunder, DEALER has divided
the existing Hyundai/Chrysler-Plymouth/Jeep-Eagle facility, in a
manner acceptable to HMA, and hereby agrees to provide exclusive
representation for the display and sale of Hyundai products, including
a minimum of four (4) Hyundai vehicles, in the resulting 1,600 sq. ft.
Showroom. DEALER acknowledges, however, that the divided Showroom
does not meet HMA's minimum facility requirements.
DEALER acknowledges that HMA's approval of DEALER's current facility,
does not, in any way, constitute a promise by HMA that it will sell
DEALER any particular number of vehicles or an assurance by HMA that
DEALER will achieve any particular level of sales, operate at a profit
or realize any return on his investment. The actual profits to be
realized will depend to a great extent on the management of the
dealership, as well as on business and economic conditions. DEALER
acknowledges that, as in any investment in competitive industry, there
are no guarantees.
DEALER is a general partnership collectively owned 100% by two
corporate entities known as DiFeo Partnership, Inc. ("DPI") and UAG
Northeast, Inc. ("UNI) (collectively "Corporate Partners").
DEALER has represented to HMA that each of the Corporate Partners is
100% owned by a corporate entity known as United Auto Group, Inc.
("UNITED"). UNITED is a publicly traded company in which no single
entity or individual owns the majority of voting shares. UNITED
further warrants that control of UNITED will be vested in a Board of
Directors.
Pursuant to this Agreement, UNITED, through its Board of Directors,
shall appoint Joseph C. DiFeo as dealer principal of DEALER with
complete authority to make all decisions and enter into all
commitments on behalf of DEALER, and HMA will rely completely on the
authority of such person. UNITED agrees that the foregoing person
shall not be changed as dealer principal without the prior written
consent of HMA. UNITED and the Corporate Partners further agree that
there will be no change in majority direct ownership of DEALER without
prior written consent of HMA. DEALER recognizes that the failure to
obtain such consent shall be grounds for termination under Paragraph
16 of this Dealer Agreement.
DEALER recognizes that the obligations incurred herein are material
terms of this Agreement.
The foregoing amendment shall be effective on the date executed by an
authorized officer of HMA.
DiFeo Hyundai Partnership dba DiFeo Hyundai
(Dealer Entity Name)
DATE: By: /s/ Illegible
---------------------- ----------------------- -------------------
SIGNATURE TITLE
DATE: By:
---------------------- ----------------------- -------------------
SIGNATURE TITLE
DATE: By:
---------------------- ----------------------- -------------------
SIGNATURE TITLE
DATE: By:
---------------------- ----------------------- -------------------
SIGNATURE TITLE
APPROVED:
HYUNDAI MOTOR AMERICA
General Manager
DATE: By: /s/ Illegible Eastern Region
---------------------- ----------------------- -------------------
SIGNATURE TITLE
DATE: By:
---------------------- ----------------------- -------------------
SIGNATURE TITLE
DATE: By:
---------------------- ----------------------- -------------------
SIGNATURE TITLE