PARAGRAPH A
This is an agreement between the Acura Division, American Honda Motor Co.,
Inc. (American Honda) and S.A. Automotive, Ltd. (Dealer) a(n) Arizona
Corporation doing business as SCOTTSDALE ACURA. By this agreement, which is made
and entered into at Torrance, California, effective the __________ day of
__________, 19___. American Honda gives to Dealer the nonexclusive right to sell
and service Acura Products at the Dealership Location. It is the purpose of this
Agreement, including the Acura Automobile Dealer Sales and Service Agreement
Standard Provisions (Standard Provisions), which are incorporated herein by
reference, to set forth the rights and obligations which Dealer will have as a
retail seller of Acura Products. Achievement of the purposes of this Agreement
is premised upon the mutual and continuing understanding and cooperation between
American Honda and Dealer and the expressed intention of each to deal fairly
with the consuming public.
For consistency and clarity, terms which are used frequently in this
Agreement have been defined in Article 12 of the Standard Provisions.
PARAGRAPH B
American Honda grants to Dealer the nonexclusive right to buy Acura
Products and to identify itself as an Acura dealer at the Dealership Location.
Dealer assumes the obligations specified in this Agreement and agrees to sell
and service effectively Acura Products within Dealer's Primary Market Area and
to maintain premises satisfactory to American Honda.
PARAGRAPH C
Dealer covenants and agrees that this Agreement is personal to Dealer, to
the Dealer Owner, and to the Dealer Manager, and American Honda has entered into
this Agreement based upon their particular qualifications and attributes and
their continued ownership or participation in Dealership Operations. The parties
therefore recognize that the ability of Dealer to perform this Agreement
satisfactorily and the Agreement itself are both conditioned upon the continued
active involvement in or ownership of Dealer by either:
(1) the following person(s) in the percentage(s) shown:
Name Address Title Percent of Ownership
- -------------------- --------------------- ---------------- --------------------
UAG West, Inc. 1209 Orange St. Holding Company 100%
Wilmington, DE 19801
Carl Spielvogel 720 Park Ave. Chief Executive
New York, NY 10021 Officer
Steven Knappenberg 5325 N. 45th Place Chairman
Phoenix, AZ 85018
George W. Brochick 6242 E. Laurel President
Scottsdale, AZ 85254
(2) an individual personally owning an interest in Dealer of at least 25% and
who has presented to American Honda a firm and binding contract giving to him
the right and obligation of acquiring an ownership interest in Dealer in excess
of 50% within five years of the commencement of Dealership Operations and being
designated in that contract as Dealer operator.
PARAGRAPH D
Dealer represents, and American Honda enters into this Agreement in
reliance upon the representations, that George W. Brochick exercises the
functions of Dealer Manager and is in complete charge of Dealership Operations
with authority to make all decisions on behalf of Dealer with respect to
Dealership Operations. Dealer agrees that there will be no change in Dealer
Manager without the prior written approval of American Honda.
PARAGRAPH E
American Honda has approved the following premise as the location(s) for
the display of Acura Trademarks and for Dealership Operations.
New Car Showroom: 6825 E. McDowell Road, Scottsdale, Arizona 85257
Used Car Display: 6825 E. McDowell Road, Scottsdale, Arizona 85257
Sales and General Offices: 6825 E. McDowell Road, Scottsdale, Arizona 85257
Parts and Service Facilities: 6825 E. McDowell Road, Scottsdale, Arizona 85257
PARAGRAPH F
There shall be no voluntary change or involuntary change, direct or
indirect, in the legal or beneficial ownership or executive power or
responsibility of Dealer for the Dealership Ownership, specified in Paragraphs C
and D hereof, without the prior written approval of American Honda.
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PARAGRAPH G
Dealer agrees to maintain, solely with respect to the Dealership
Operations, minimum net working capital of $451,134, minimum owner's equity of
$535,614, and a line or lines of credit in the aggregate amount of $1,132,800
with banks or financial institutions approved by American Honda for use in
connection with Dealer's purchases of and carrying of inventory of Acura
Products, all of which American Honda and Dealer agree are required to enable
Dealer to perform its obligations pursuant to this Agreement. If Dealer also
carries on another business or sells other products, Dealer's total net working
capital, owner's equity and lines of credit shall be increased by an appropriate
amount.
PARAGRAPH H
This Agreement is made for the period beginning __________________ and
ending _____________________ unless sooner terminated. Continued dealings
between American Honda and Dealer after the expiration of this Agreement shall
not constitute a renewal of this Agreement for a term, but rather shall be on a
day-to-day basis, unless a new agreement or a renewal of this Agreement is fully
executed by both parties.
PARAGRAPH I
This Agreement may not be varied, modified or amended except by an
instrument in writing, signed by duly authorized officers of the parties,
referring specifically to this Agreement and the provision being modified,
varied or amended.
PARAGRAPH J
Neither this Agreement, nor any part thereof or interest therein, may be
transferred or assigned by Dealer, directly or indirectly, voluntarily or by
operation of law, without the prior written consent of American Honda.
S.A. Automotive, Ltd.
dba SCOTTSDALE ACURA By /s/ Carl Spielvogel
- ---------------------------------- ------------------------------
(Corporate or Firm Name) (Dealer)
ACURA DIVISION
AMERICAN HONDA MOTOR CO., INC.
(Corporate Seal)
By: ____________________________
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ACURA AUTOMOBILE DEALER SALES AND SERVICE AGREEMENT
SCOTTSDALE ACURA, Dealer # 251188
Attachment to Paragraph C:
Percent of
Name Address Title Ownership
- -------------------- --------------------- ------------------------ ------------
Jay P. Beskind 6513 E. Paradise Lane Vice President
Scottsdale, AZ 85254
Tamara Knappenberger 5325 N. 45th Place Secretary
Phoenix, AZ 85018
Craig C. Lindsay 6223 E. Cactus Wren Treasurer
Paradise Valley, AZ 85253
Stephen A. Savage Two N. Central Ave., #2200 Assistant Secretary
Phoenix, AZ 85004
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