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EXHIBIT 10.13
SUPPLEMENTAL AGREEMENT TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
This Supplemental Agreement to General Motors Corporation Dealer Sales and
Service Agreement is entered into between Group 1 Automotive, Inc. and General
Motors Corporation.
WHEREAS Group 1 Automotive, Inc. is interested in acquiring ownership of one or
more GM Dealerships in selected areas of the United States;
WHEREAS, the parties desire to enter into a positive and productive business
relationship which will accomplish our mutual goals and promote sales of GM
products consistent with GM's Brand strategy for its products and focus on a
total customer enthusiasm;
WHEREAS, the organization and ownership structure of Group 1 Automotive, Inc.
and its retail operating systems are such that the terms of the Dealer
Agreement are not wholly adequate to address the legitimate business needs and
concerns of Group 1 Automotive, Inc. and GM;
NOW, THEREFORE, the parties agree as follows:
1. Purpose of Agreement
1.1 Purpose of Agreement. The parties acknowledge that Group 1
Automotive, Inc. desires to purchase the stock or assets of
one or more current GM Dealerships and to be appointed as the
replacement Dealer by the appropriate Divisions. The parties
further acknowledge that the ownership arrangements of Group 1
Automotive, Inc. and the operating processes and procedures of
Group 1 Automotive, Inc. require that the parties supplement
the standard terms and provisions of the Dealer Agreement to
assure that the legitimate business needs of GM in regard to
the representation of its products are satisfied. The parties
have agreed to enter into this Agreement for that purpose.
This agreement shall not apply in any respect to Saturn
Dealers or dealerships.
1.2 Definitions. For purposes of this Agreement, the following
terms shall have the meaning indicated:
1.2.1 "Agreement" means this Supplemental Agreement to
General Motors Corporation Dealer Sales and Service
Agreement.
1.2.2 "Group 1 Automotive" or "Group 1" means Group 1
Automotive, Inc.
1.2.3 "Dealer Agreement" means a General Motors Corporation
Dealer Sales and Service Agreement, a copy of which
is attached hereto as Exhibit A and is incorporated
herein by reference. It also includes any
superseding Dealer Agreements.
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1.2.4 "Dealer Company" or "Dealer" means the business
entity owned or controlled by Group 1 Automotive,
Inc. that is a party to a Dealer Agreement and is
defined as the "Dealer" for purposes of the Dealer
Agreement.
1.2.5 "Division" or "Divisions" means one or more of the
marketing divisions of GM; Chevrolet, Pontiac-GMC,
Oldsmobile, Buick, Cadillac.
1.2.6 "GM" means General Motors Corporation.
1.2.7 "GM Dealerships" means a specific, physical location
from which Dealership Operations are conducted by a
Dealer pursuant to the terms of one or more Dealer
Agreements. It does not include Saturn Dealerships.
1.2.8 "Voting stock" means any stock of Group 1 Automotive,
Inc. that has voting rights as well as any debt or
equity security of Group 1 Automotive, Inc. that is
convertible into stock of Group 1 Automotive, Inc.
that has voting rights.
2. Group 1 Automotive, Inc. Ownership
2.1 Ownership Structure.
Each Dealer will be a separate company, distinct from Group 1
Automotive, Inc. in the form of either a corporation,
partnership or other business enterprise form acceptable to
GM, which is capitalized in accordance with the "GM Owned
Working Capital Agreement". Each of the Dealer companies will
be owned by Group 1 Automotive, Inc. or may have minority
interests held by employees of that Dealer Company subject to
GM approval.
2.2 Group 1 Automotive, Inc. hereby warrants that the
representations and assurances contained in this Agreement are
within its authority to make and do not contravene any
directive, policy or procedure of Group 1 Automotive, Inc..
2.3 Change in Ownership. Any material change in ownership of any
Dealer company and any material change in Group 1 Automotive,
Inc. or any event described in section 2.4.2(b) shall be
considered a change in ownership of the Dealer Company under
the terms of the dealer agreements and all applicable terms of
the Dealer Agreement as supplemented by this Agreement will
apply to any such change.
2.4 Acquisition of Ownership Interest by Third Party. Given the
ultimate control Group 1 Automotive, Inc., will have over the
Dealer Companies, and the Divisions' strong interest in
assuring that those who own and control their Dealers have
interests consistent with those of the Divisions Group 1
Automotive, Inc. agrees to the following:
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2.4.1 Group 1 Automotive, Inc. will deliver to GM copies of
all Schedules 13D and 13G, and all amendments thereto
and terminations thereof, received by Group 1
Automotive, Inc., within five (5) days of receipt of
such Schedules. If Group 1 Automotive Inc. is aware
of any ownership of its stock that should have been
reported to it on Schedule 13D but that is not
reported in a timely manner, it will promptly give GM
written notice of such ownership, with any relevant
information about the owner that Group 1 Automotive,
Inc. possesses.
2.4.2 If Group 1 Automotive, Inc. through its Board of
Directors or through shareholder action proposes or
if any person, entity or group sends Group 1
Automotive, Inc. a schedule 13D, or any amendment
thereto, disclosing (a) a binding agreement to acquire
or the acquisition of aggregate ownership of more
than twenty percent (20%) of the voting stock of
Group 1 Automotive, Inc. and (b) Group 1 Automotive,
Inc. through its Board of Directors or through
shareholder action proposes or if any plans or
proposals which relate to or would result in the
following: (i) the acquisition by any person of more
than 20% of the voting stock of Group 1 Automotive,
Inc. other than for the purposes of ordinary passive
investment (ii) an extraordinary corporate
transaction, such as a material merger,
reorganization or liquidation, involving Group 1
Automotive, Inc. or a sale or transfer of a material
amount of assets of Group 1 Automotive, Inc. and its
subsidiaries; or (iii) any change which together with
any changes made to the Board of Directors within the
preceding year, would result in a change in control
of the then current board of directors of Group 1
Automotive, Inc. or (iv) in the case of an entity
that produces or controls or is controlled by or is
under common control with an entity that either
produces motor vehicles or is a motor vehicle
franchisor, the acquisition by any such person entity
or group of more than 20% of the voting stock of
Group 1 Automotive, Inc. and any proposal by any such
person, entity or group through the Group 1
Automotive, Inc. Board of Directors or shareholders
action to change the board of directors of Group 1
Automotive, Inc., then if such actions in GM's
business judgment could have a material or adverse
effect on its image or reputation in the GM
dealerships or be materially incompatible with GM's
interest (and upon notice of GM's reasons for such
judgment), Group 1 Automotive, Inc. agree that it
will take one of the remedial actions set forth in
Section 2.4.3 below within ninety (90) days of
receiving such Schedule 13D or such amendment.
2.4.3 If Group 1 Automotive, Inc. is obligated under
Section 2.4.2 above to take remedial action, it will
(a) transfer to GM or its designee, and GM or its
designee will acquire the assets, properties or
business associated with any Dealer Company at fair
market value as determined in accordance with Exhibit
B, or (b) provide evidence to the Divisions that such
person entity or group no longer has such threshold
level of ownership interest in Group 1 Automotive,
Inc. or that the actions described in Section
2.4.2(b) will not occur.
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2.4.4 Should Group 1 Automotive, Inc. or Dealer company
enter into an agreement to transfer the assets of a
Dealer company to a third party, the right of first
refusal described in Article 12.3 of the Dealer
Agreement shall apply to any such transfer.
2.4.5 Group 1 Automotive, Inc. will describe such
provisions of this Section in any prospectus it
delivers in connection with the offer or sale of its
stock as may be required by any applicable laws or
regulations.
2.5 Officers and Key Management. Group 1 Automotive, Inc. agrees
to provide to GM a list of the key management of Group 1
Automotive, Inc. and their responsibilities in regard to the
control and management of Group 1 Automotive, Inc. and each
Dealer Company. Each Dealer Company shall agree to propose to
GM any material changes in the key management of the Dealer
Company or their responsibilities. Such proposal should be
provided to GM in writing prior to such change to the extent
practicable and shall include sufficient information to permit
GM to evaluate the proposed change consistent with normal
policies and procedures. Group 1 Automotive, Inc. will notify
GM in writing of any material change in the key management of
Group 1 Automotive, Inc. or their responsibilities. For
purposes of this Agreement, the term "key management" shall
mean CEO, President and Vice Presidents with respect to each
dealer company and executive officers with respect to Group 1
Automotive, Inc..
3. Group 1 Automotive, Inc. Operating Policies and Procedures
3.1 GM Brand Strategy. Group 1 Automotive, Inc. acknowledges that
GM has a Brand Strategy and has invested significant capital
in the development of corporate, divisional and brand image.
Relevant information regarding this strategy has been shared
with Group 1 Automotive, Inc.. Group 1 Automotive, Inc. agrees
to accommodate GM's Brand Strategy in its GM Dealerships
Operations. Group 1 Automotive, Inc. will incorporate in each
of its GM Dealerships the following as a minimum in support of
the GM Brand Strategy:
3.1.1 GM has developed retail and service operating
standards for each of its Divisions. At each of its
GM Dealerships, Group 1 Automotive, Inc. will
implement and use those divisional standards, or
higher standards which it may develop, subject to
GM's approval.
3.1.2 Dealer marketing associations for each of the
Divisions are an integral part of GM's Brand
Strategy. Group 1 Automotive, Inc. and enhance GM
and Divisional brand and marketing practices and
goals. Group 1 Automotive, Inc. agrees and each
Dealer Company shall agree that the Dealer Company
will participate in the appropriate dealer marketing
association or group as provided in Section 11.
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3.1.3 Group 1 Automotive, Inc. will not, and will not
permit any Dealer Company to jointly advertise or
market any of their non-GM automotive operations in
conjunction with its approved GM Dealership
Operations (it being understood that the advertising
example attached hereto as Exhibit C will be
permissible).
4. Acquisition of GM Dealerships
4.1 In consideration for the representations, covenants and
commitments contained herein, and assuming compliance with the
normal requirements of General Motors regarding transfer of
assets and appointment as a dealer, General Motors will permit
the acquisition of up to ten (10) General Motors Dealerships
during the period commencing from the date of this Agreement
and ending 24 months thereafter. If GM requests Group 1
Automotive, Inc. to consider purchasing certain GM
dealerships, such dealerships are to be included in the number
of acquisitions. If there is a material dispute between any
GM affiliate and Group 1 Automotive, Inc., then GM may elect
not to approve any public companies dealerships until the
dispute is resolved (even if the preapproved number has not
been met).
4.2 Following the 24 month period, each Dealer company in which
Group 1 Automotive, Inc. has an investment must be in
compliance with the terms of the General Motors Policies for
Changes in GM Dealership Ownership/management bulletin of
September 19, 1994 (a copy of which has already been provided)
including any revisions or replacements of that bulletin, in
order to be approved for additional acquisitions of General
Motors Dealerships.
4.3 Multiple Dealer Policy. Group 1 Automotive, Inc. recognizes
that customers benefit from competition in the market place
and agree that any proposal to acquire additional GM
dealerships shall be subject to the terms of General Motors
Multiple Dealer Investor/Multiple Dealer Operator policies as
set forth in NAO Bulletin 94-11, including any revisions of
replacements to the bulletin.
4.4 Limitation in Multiple Dealer Area. GM and Group 1
Automotive, Inc. agree that Group 1 Automotive, Inc. will not
attempt to acquire more than 50% of the GM dealerships, by
franchise line in a GM defined Multiple Dealer area. GM will
provide upon Group 1 Automotive, Inc. request the number of GM
dealerships, by line, in the Multiple Dealer area and the
maximum number of dealerships Group 1 Automotive, Inc. and may
acquire in that Multiple Dealer Area.
4.5 Evaluation of Operations. GM will conduct semiannual
evaluation meetings with the management of Group 1 Automotive,
Inc. and the Dealer Operators of each GM Dealer Company to
review the performance of each GM Dealer Company. In the
event GM advises Group 1 Automotive, Inc. for any two
consecutive evaluation periods that the performance of a GM
dealership is not meeting the sales volume, Customer
Satisfaction and Branding requirements of GM, GM will have the
right to demand a change in the management of the dealer
company not meeting those
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requirements. Group 1 Automotive, Inc. will make the
management changes at any deficient dealership within not more
than six (6) months after notice of the deficiencies.
5. Dealership Operations
5.1 Dealership Operations. Each Dealer Company shall be a
distinct and complete business entity which shall include
complete Dealership Operations as that term is defined in the
Dealer Agreement including, but not limited to, sales,
service, parts, and used car operations. This requirement
will not preclude certain centralized functions provided that
they are consistent with GM's Channel Strategy, and that such
centralized functions are reviewed with and approved by GM,
which approval shall not be unreasonably withheld. However,
no sales, service or parts operations may be combined with any
non-GM representation and all GM Dealerships will have
reasonable used or car operations.
5.2 GM Channel Strategy. Group 1 Automotive, Inc. further
stipulates and agrees that if Group 1 Automotive, Inc., GM,
and the public are to realize the potential benefits that
Group 1 Automotive, Inc. represents to be the result of the
acquisitions proposed by Group 1 Automotive, Inc., then an
integral component of the participation by Group 1 Automotive,
Inc. and Dealer Company is their agreement that all GM
Dealerships shall fully comply with General Motors Channel
Strategy including proper divisional representation alignment
and facilities that are properly located and that are in
compliance with appropriate divisional image programs. The
Channel Strategy is set forth in a memorandum dated October 5,
1995, from Ronald L. Zarrella to all GM dealers, and in the
written statement of the strategy as it relates to each of
Dealer Company, copies of which will be provided to Group 1
Automotive, Inc. and each Dealer Company Group, 1 Automotive,
Inc. agrees and each Dealer Company shall agree that within 12
months of the acquisition of any GM Dealership that is not
consistent with the Channel Strategy, Group 1 Automotive, Inc.
and Dealer Company will have complied with the Channel
Strategy for that location. Notwithstanding the above, GM
will consider reasonable requests from Group 1 Automotive,
Inc. for an extension if Group 1 Automotive, Inc. is making
reasonable progress and is unable to comply with the Channel
Strategy for reasons beyond Group 1 Automotive, Inc. control.
If Group 1 Automotive, Inc. and Dealer Company fail to do so
within the time provided, then Group 1 Automotive, Inc. will
cause Dealer Company and Dealer Company will agree to
terminate the representation of such products as reasonably
required by GM to comply with the Channel Strategy. If such
Termination is required, GM will compensate Group 1
Automotive, Inc. the sum of $1,000 for each unit of GM retail
planning guide for each Dealer Agreement so terminated.
5.3 Exclusive Representation. Group I Automotive, Inc. agrees and
each Dealer Company shall agree that all GM Dealerships shall
be used solely for the exclusive representation of GM products
and related services and in no event shall be used for the
display, sale or promotion or warranty service of any new
vehicle other than those
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of General Motors Corporation (provided that if Group 1
Automotive, Inc. acquires a GM Dealership having a sales and
service agreement with a competitive automobile manufacturer
of importer and related sales and service operations at the
same facility, at GM's request Group 1 Automotive, Inc. shall
cause the competitive sales and service operations to be
relocated within one year of acquisition, Group 1 Automotive,
Inc. agrees and each Dealer Company shall agree that should a
Dealer Company cease to provide exclusive representation of GM
products, based on the proper franchise alignment as
determined by the Channel Strategy, then that shall constitute
good cause in and of itself for the termination of the Dealer
Agreement then in effect with such Dealer Company and Group 1
Automotive, Inc. shall cause Dealer Company to and Dealer
Company shall voluntarily terminate the Dealer Agreements then
in effect.
5.4 Image Compliance. Any Dealer Company acquired by Group 1
Automotive, Inc. shall be brought into compliance with
applicable Divisional facility image requirements. Any new
construction or significant interior or exterior remodeling of
any GM Dealerships shall incorporate the appropriate
divisional image program and shall be subject to approval by
the appropriate Division before such construction is
undertaken.
5.5 Corporate Name and Tradenames. Both the corporate name and
any tradename or d/b/a of each Dealer Company must include the
names of those GM Divisions represented by such Dealer
Company.
5.6 Dealer Company Advertising. Group 1 Automotive, Inc. agrees
that the advertising of each of the Dealer companies will
maintain and support the GM brand strategy. Newspaper, radio,
television and any other form of advertising will not combine
GM brands or non GM brands, unless GM has approved combined
operations and will clearly identify each GM dealership as a
separate entity at its approved location (it being understood
that the advertising example attached hereto as Exhibit C will
be permissible).
6. Dealer Operator
6.1 Appointment of Dealer Operator. For purposes of the Dealer
Agreement, including Paragraph Third and Article 2 and for
each GM Dealership, Group 1 Automotive, Inc. shall appoint an
individual who shall act as Executive Manager of that GM
Dealership only and who shall be considered as Dealer Operator
for purposes of the Dealer Agreement. The Divisions will rely
upon the personal qualifications and management skills of
Dealer Operator. Group 1 Automotive, Inc. hereby represents
that Dealer Operator will have complete managerial authority
to make all decisions, and enter into any and all necessary
business commitments required in the normal course of
conducting Dealership Operations on behalf of Dealer Company
and may take all actions normally required of a Dealer
Operator pursuant to Paragraph Third and Article 2 of the
Dealer Agreement. Group 1 Automotive, Inc will not revoke,
modify or amend such authority without the prior written
approval of the applicable
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Division (except as provided in Section 6.3 below). Because
of the unique structure of Group 1 Automotive, Inc., the 15%
ownership requirement contained in Article 2 of the Dealer
Agreement shall not apply to Dealer Operator.
6.2 Removal of Dealer Operator. Except as provided in Section 6.3
below, the removal or withdrawal of Dealer Operator without
Divisions' prior written consent shall constitute grounds for
termination of the Dealer Agreements. However, the Divisions
recognize that employment responsibilities of the Dealer
Operator with Dealer Company may change, making it impractical
for the Dealer Operator to continue to fulfill his/her
responsibilities as Dealer Operator. In that case, or in the
event Dealer Operator leaves the employ of the Dealer Company,
Dealer Company shall have the opportunity to propose a
replacement Dealer Operator. The Divisions will not
unreasonably withhold approval of any such proposal, provided
the proposed replacement has the skills and qualifications to
act as Dealer Operator pursuant to the standard policies and
procedures of GM.
6.3 Replacement Dealer Operator. Dealer Company shall make every
effort to obtain the consent of the Divisions to a proposed
replacement Dealer Operator prior to the removal or withdrawal
of the approved Dealer Operator. If that is not practical,
Dealer Company shall notify Division in writing within 10 days
following the removal or withdrawal of the approved Dealer
Operator. Within 30 days of that removal or withdrawal,
Dealer Company will submit to Division a plan and appropriate
applications to replace Dealer Operator with a qualified
replacement acceptable to Divisions. The replacement Dealer
Operator must assume his/her responsibilities no later than 90
days following the withdrawal of the approved Dealer Operator.
Republic shall be permitted to appoint a temporary general
manager to manage the GM Dealership during the interim period
while the Dealer Operator is being replaced.
7. Dispute Resolution. Group 1 Automotive, Inc. agrees not to join any
legal or administrative action a seller of a General Motors dealership
may take against General Motors in the event General Motors declines
to approve a proposed transfer to Group 1 Automotive, Inc. Group 1
Automotive, Inc. and GM stipulate and agree and each Dealer Company
shall stipulate and agree that the dispute resolution process attached
hereto as Exhibit D, or any replacement process offered to all GM
Dealers, shall be the exclusive source of resolution of any dispute
regarding the Dealer Agreements and this agreement including, but not
limited to, involuntary termination of the Dealer Agreements and/or
approval of Group 1 Automotive, Inc. for additional investment in or
ownership of GM Dealerships. The parties further agree that the
Chevrolet dealer dispute resolution process will be used for the
resolution of the matter, regardless of the GM Division involved.
8. Right to Purchase or Lease. In the event of any termination of the
Dealer Agreement or any transaction or event that would, in effect,
discontinue Dealership Operations from that GM Dealership, or a
transfer of assets, properties or business to GM or a GM designee
pursuant to Section 2.4.3, Group 1 Automotive, Inc. agrees and each
Dealer Company shall agree to provide GM with: (a) the right to
purchase the dealership assets, properties or business for
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fair market value based on automotive use through the process attached
hereto as Exhibit B, and (b) an assignment of any existing lease or
lease options that are available, subject in each case to any legal or
contractual obligations existing at such time, provided, however, that
Group 1 Automotive, Inc. shall assure GM or its delegate of quite
possession of the dealership facilities for a period of not less than
five years if this right is exercised with respect to such facilities
within ten years of the execution of this Agreement. If, however,
Group 1 Automotive, Inc. enters into a financing arrangement with
respect to such facilities then such assurance of quite possession
would be subordinated to the interests of any lender in connection
with any default by Group 1 Automotive, Inc. under the terms of the
financing arrangement other than a default due to the discontinuance
of dealership operations from such facilities. The Parties agree that
GM may exercise its rights under this Section 8 with respect to some
or all of the dealership facilities to which it may apply at any given
time, and that failure to exercise such rights as to one facility
shall not affect GM's rights as to other facilities.
9. Electronic Funds Transfer. Group 1 Automotive, Inc. agrees that each
Dealer Company will use Electronic Funds Transfer (EFT) for settlement
of the dealership obligations to GM and that GM will have right of
offset for any unpaid debit balances for any Dealer Company at the
time the indebtedness is due and will have the right to collect those
amounts from the account for any other Dealer Company.
10. Compliance with Policies and Procedures. Each Dealer Company must
comply with all terms of the Dealer Agreement and all GM policies
applicable to Dealer Company's Dealership Operations. Those
procedures include policies precluding joint advertising and
prohibiting sales of GM auction vehicles from other than the
purchasing GM Dealership. Except as specifically provided herein, all
Dealership Operations shall be conducted consistent with requirements
for other GM dealerships.
11. Membership in Dealer Marketing Group. Each Dealer Company will join
its respective dealer marketing group and area marketing group
including membership financial support and will participate as a
regular member in meetings and marketing activities.
12. Capital Standards. Group 1 Automotive, Inc. agrees and Dealer Company
shall agree that Dealer Company shall maintain, at all times,
sufficient working capital to meet or exceed the minimum net working
capital standards for the Dealer Company as determined from time to
time by GM consistent with its normal practices and procedures. Group
1 Automotive, Inc. and Dealer Company shall provide such documentation
as reasonably requested by GM to assure compliance with that
requirement. Group 1 Automotive, Inc. shall submit an annual
consolidated balance sheet for the combined GM Dealership operations
of Group 1 Automotive, Inc.
13. Discontinuance of Representation. In the event that Group 1
Automotive, Inc. determines, voluntarily or otherwise to discontinue
representation in any given Multiple Dealer Area, Group 1 Automotive,
Inc. shall grant the right to GM to acquire at fair market value as
determined in accordance with Exhibit B the right to representation of
the Divisions previously represented by any Dealer Company in that
Multiple Dealer Area. GM shall also
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have the option to acquire the fixed assets and/or the Dealership
Facilities in that Multiple Dealer Area. The terms and conditions for
the exercise of such rights shall be set forth in appropriate and
customary documents. Group 1 Automotive, Inc. has received GM's
standard option agreements modified for this Agreement.
14. Supplement to Dealer Agreement. The parties agree that each Dealer
Company shall be required to execute an addendum to the Dealer
Agreements binding the Dealer Company to the applicable portions of
this Agreement. For each Dealer Company, this Agreement shall
supplement the terms of the Dealer Agreements in accordance with
Article 17.11 of the Dealer Agreements.
15. Further Modifications. In the event that the policies of GM with
regard to Dealerships owned or controlled in whole or in part by
public shareholders should be modified, the parties agree to review
such modifications to determine whether modification to this Agreement
is appropriate.
16. No Third Party Rights. Nothing in this 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 Agreement or the Dealer
Agreement. Group 1 Automotive, Inc. and Dealer Company hereby agree
to indemnify and hold harmless GM, its directors, officers, employees,
subsidiaries, agents and representatives from and against all claims,
actions, damages, expenses, costs and liability, including attorneys
fees, arising from or in connection with any action by a thirty-party
in its capacity as a stockholder of Group 1 Automotive, Inc. relating
to this Agreement other than through a derivative stockholder suit
authorized by the Board of Group 1 Automotive, Inc., provided that
Group 1 Automotive, Inc. shall have the right to assume the defense
and control any such actions or suits and that GM shall not settle any
such actions or suits without Group 1 Automotive, Inc. consent (such
consent not to be unreasonably withheld). Notwithstanding the above,
GM may choose, at its own expense, to manage and control its own
defense in any such action.
17. Modification of Dealer Agreement. This Agreement is intended to
modify and adapt certain provisions of the Dealer Agreement and is
intended to be incorporated as part of the Dealer Agreement for each
Dealer Company. In the event that any provisions of this Agreement
are in conflict with other provisions of the standard Dealer
Agreement, the provisions contained in this Agreement shall govern.
Except as expressly provided in this Agreement the terms of the Dealer
Agreements remain unchanged and apply herein.
18. Confidentiality. Each party agrees not to disclose the content of
this Agreement to non-affiliated entities and to treat the Agreement
with the same degree of confidentiality as it treats its own
confidential documents of the same nature, except as expressly
provided by Article 2.3.5 of this Agreement or unless authorized by
the other party, required by law, pertinent to judicial or
administrative proceedings or to proceedings under the Dispute
Resolution Process.
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19. Duration of Agreement. This Agreement remains in effect so long as
Group 1 Automotive, Inc. or any successor thereto, directly or
indirectly holds or has an agreement to hold an ownership interest in
any GM Dealer Company.
IN WITNESS WHEREOF, the parties have executed this Agreement this
_____ day of ________________, 1997.
GROUP 1 AUTOMOTIVE, INC. GENERAL MOTORS CORPORATION
By: By:
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B.B. Hollingsworth, Jr. E. K. Roggenkamp, III
Chairman, President and General Manager
Chief Executive Officer North American Operations
Dealer Network Investment and Development
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