EXHIBIT
10.2.1.1
HONDA
AUTOMOBILE DEALER
SALES AND SERVICE
AGREEMENT
Danbury Auto Partnership
T/A FAIR HONDA #207994
102 D Federal Road
Danbury, Connecticut 06810
AMERICAN HONDA MOTOR CO., INC.
A
This is an agreement between the Honda Automobile Division, American Honda
Motor Co., Inc. (American Honda) and Danbury Auto Partnership (Dealer), a(n)
Partnership doing business as T/A FAIR HONDA. By this agreement, which is made
and entered into at Torrance, California, effective the 5th day of October,
1995, American Honda gives to Dealer the nonexclusive right to sell and service
Honda Products at the Dealership Location. It is the purpose of this Agreement,
including the Honda 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 Honda Products. Achievement of the purposes of this Agreement is premised
upon the mutual understanding and cooperation between American Honda and Dealer.
American Honda and Dealer have each entered into this Agreement in reliance on
the integrity and ability and expressed intention of each to deal fairly with
the consuming public and with each other.
For consistency and clarity, terms which are used frequently in this
Agreement have been defined in Article 12 of the Standard Provisions.
B
American Honda grants to Dealer the nonexclusive right to buy Honda
Products and to identify itself as a Honda dealer at the Dealership Location.
Dealer assumes the obligations specified in this Agreement and agrees to sell
and service effectively Honda Products within Dealer's Primary Market Area and
to maintain premises satisfactory to American Honda.
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
DiFeo Partnership, 875 Park Ave. Partner 70%
Inc. Suite 2201
New York, NY
JS Two, Inc. 585 Route 440 Partner 30%
Jersey City, NJ
(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.
D
Dealer represents, and American Honda enters into this Agreement in
reliance upon the representation, that Steven A. Gall 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.
E
American Honda has approved the following premises as the location(s) for
the display of Honda Trademarks and for Dealership Operations.
HONDA NEW VEHICLE PARTS AND SERVICE FACILITY
SALES SHOWROOM
102 D Federal Road 102 D Federal Road
Danbury, Connecticut Danbury, Connecticut
SALES AND GENERAL OFFICES USED VEHICLE DISPLAY
AND SALES FACILITIES
102 D Federal Road 102 D Federal Road
Danbury, Connecticut Danbury, Connecticut
F
There shall be no voluntary or involuntary change, direct or indirect, in
the legal or beneficial ownership or executive power or responsibility of Dealer
for the Dealership Operations, specified in Paragraphs C and D hereof, without
the prior written approval of American Honda.
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G
Dealer agrees to maintain, solely with respect to the Dealership
Operations, minimum net working capital of $1,236,200.00, minimum owner's equity
of $_____*_____, and flooring and a line or lines of credit in the aggregate
amount of $1,855,000.00 with banks or financial institutions approved by
American Honda for use in connection with Dealer's purchases of and carrying of
inventory of Honda 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.
* Long Term Debt, less Real Estate Mortgages, shall not exceed a ratio of 1:1
when compared to Effective Net Worth which is defined as Total Net Worth
less Total Other Assets.
H
This Agreement is made for the period beginning October 5, 1995 and ending
October 31, 1996, 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.
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.
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.
Danbury Auto Partnership
Danbury Auto Partnership By:/s/Illegible
T/A FAIR HONDA #207994 ---------------------
- ------------------------------- (Dealer)
(Corporate or Firm Name)
(Corporate Seal)
AMERICAN HONDA MOTOR CO., INC.
HONDA AUTOMOBILE DIVISION
By: /s/Richard Colliver
---------------------------
Richard Colliver
Senior Vice President
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