1
EXHIBIT 10.50
(FORD LOGO) FORD MOTOR COMPANY
ATLANTA REGION
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SUPERSEDING
FORD SALES AND SERVICE AGREEMENT
AGREEMENT made as of the _______________________ day of ___________, 19 ______,
by and between Boomershine Ford, Inc. Boomershine Ford, Inc.
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(Name of Entity)
Corporation, Georgia
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(State whether an individual, partnership or corporation) (Show name of the State in which incorporated or registered)
doing business as Boomershine Ford, Inc.
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(Trade Name)
and with a principal place of business at 3230 Satellite Boulevard (P.O. Box 957057)
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(Street Address)
Duluth Gwinnett GA 30096
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(City) (County) (State) (Zip Code)
(hereafter called the "Dealer") and Ford Motor Company, a Delaware corporation
with its principal place of business at Dearborn, Michigan (hereinafter called
the "Company").
- PREAMBLE -
The purpose of this agreement is to (i) establish the Dealer as an
authorized dealer in COMPANY PRODUCTS including VEHICLES (as herein defined),
(ii) set forth the respective responsibilities of the Company in producing and
selling those products to the Dealer and of the Dealer in reselling and
providing service for them and (iii) recognize the interdependence of both
parties in achieving their mutual objectives of satisfactory sales, service and
profits by continuing to develop and retain a broad base of satisfied owners of
COMPANY PRODUCTS.
In entering into this agreement, the Company and the Dealer recognize that
the success of the Company and of each of its authorized dealers depends largely
on the reputation and competitiveness of COMPANY PRODUCTS and dealers' services,
and on how well each fulfills its responsibilities under this agreement.
It is the opinion of the Company that sales and service of COMPANY PRODUCTS
usually can best be provided to the public though a system of independent
franchised dealers, with each dealer fulfilling its responsibilities in a given
locality from properly located, adequate, well-equipped and attractive
dealerships, which are staffed by competent personnel and provided with the
necessary working capital. The Dealer recognizes that, in such a franchise
system, the Company must plan for the establishment and maintenance of the
numbers, locations and sizes of dealers necessary for satisfactory and proper
sales and service representation in each market area as it exists and as it
develops and changes. At the same time, the Company endeavors to provide each of
its dealers with a reasonable profit opportunity based on the potential for
sales and service of COMPANY PRODUCTS within its locality.
2
The Company endeavors to make available to its dealers a variety of quality
products, responsive to broad wants and needs of the buying public, which are
attractively styled, of sound engineering design and produced on a timely basis
at competitive prices. The development, production and sale of such products
require that the Company and its manufacturing sources make large continuing
investments in plants, equipment, tools and other facilities, engineering and
styling research and development, quality control procedures, trained personnel
and marketing programs. Heavy commitments must also be made in advance for raw
materials and finished parts. For purposes of making these investments and
commitments, planning production and estimating costs for setting prices, the
Company assumes in advance an estimated volume of sales for each of its
products. Within each year, it develops production schedules from orders
submitted by its franchised dealers and its and their best estimates of the
market demand for COMPANY PRODUCTS.
In turn, each of the Company's franchised dealers makes important
investments or commitments in retail sales and service facilities and equipment,
in working capital, in inventories of vehicles, parts and accessories, and
trained sales and service personnel based on annual planning volumes for their
markets.
If satisfactory volumes for either the Company or a dealer are not
realized, each may suffer because of commitments already made and the cost of
manufacturing and of selling each product may be increased. Each dealer must
give the Company orders for the products needed to serve its market. The Company
seeks to adjust production schedules, to the extent feasible, to fill dealer
orders, and to allocate fairly any product in short supply, but inevitably both
the Company and its dealers suffer loss of profits to the extent they cannot
meet market demands. Thus, the automotive business is a high risk business in
which the Company, its manufacturing sources and its dealers can succeed only
though cooperative and competitive effort in their respective areas of
manufacturing, sales, service and customer satisfaction.
Because it is the dealer who deals directly with, and develops the sale of
COMPANY PRODUCTS to the consuming public, the Company substantially relies on
its dealers to provide successful sales and merchandising programs, competent
service operations and effective owner relations programs. To do this, dealers
must carry out their responsibilities of establishing and maintaining adequate
wholesale and retail finance plans, new and used vehicle sales programs, parts
and service sales programs, personnel training and supportive capitalization and
working capital. To assist its dealers in these responsibilities, the Company
establishes and periodically updates standards of operation and planning guides
based on its experience and current conditions. It also offers sales and service
training courses, advice as to facilities, counseling in the various phases of
new and used vehicle merchandising, parts and service merchandising, leasing,
daily rentals and facilities development. It also conducts national advertising,
promotional and other marketing programs and assists dealers in developing
complementary group and individual programs.
To enable the Company to provide such assistance, it requires dealers to
submit uniform and accurate sales, operating and financial reports from which it
can derive and disseminate analytical and comparative operating data and advice
to dealers. The Company also solicits dealers to bring to its attention through
their National Dealer Council organization any mutual dealer problems or
complaints as they arise.
Because the Company relies heavily on its dealers for success, it reserves
the right to cease doing business with any dealer who is not contributing
sufficiently to such success. Similarly, the Company recognizes that its dealers
look to it to provide competitive products and programs and that, if it does not
do so, any dealer may elect to cease doing business with the Company.
The Company has elected to enter into this agreement with the Dealer with
confidence in the Dealer's integrity and ability, its intention to carry out its
responsibilities set forth in this agreement, and its desire to provide
courteous, competent and satisfying sales and service representation to
consumers for COMPANY PRODUCTS, and in reliance upon its representations as to
the persons who will participate in the ownership and management of the
dealership.
The dealer has elected to enter into this agreement with the Company with
confidence in its integrity and ability, its intention to provide competitive
products and assist the Dealer to market them successfully, and its desire to
maintain high quality dealers.
ii
3
Both parties recognize the rights of the Dealer and the Company under this
agreement are defined and limited by the terms of this agreement and applicable
law. The Company and the Dealer further acknowledge that their methods of
operation and business practices have an important effect on the reputation of
the Dealer, the Company, COMPANY PRODUCTS and other franchised dealers of the
Company. The Company and the Dealer also acknowledge that certain practices are
detrimental to their interests, such as deceptive, misleading or confusing
advertising, pricing, merchandising or business practices, or misrepresenting
the characteristics, quality, condition or origin of any item of sale.
It is the expectation of each of the parties that by entering into this
agreement, and by the full and faithful observance and performance of its
duties, a mutually satisfactory relationship will be established and maintained.
- TERMS OF THE AGREEMENT -
IN CONSIDERATION of the mutual agreements and acknowledgements hereinafter
made, the parties hereto agree as follows:
A. The Company hereby appoints the Dealer as an authorized dealer at retail
in VEHICLES and at retail and wholesale in other COMPANY PRODUCTS and grants the
Dealer the privilege of buying COMPANY PRODUCTS from the Company for sale in its
DEALERSHIP OPERATIONS (as herein defined). The Company also grants to the Dealer
the privilege of displaying, at approved location(s), the Company's trademarks
and trade names applicable to COMPANY PRODUCTS. The Dealer hereby accepts such
appointment.
B. Subject to and in accordance with the terms and conditions of this
agreement, the Company shall sell COMPANY PRODUCTS to the Dealer and the Dealer
shall purchase COMPANY PRODUCTS from the Company.
C. The Ford Motor Company Ford Sales and Service Agreement Standard
Provisions (Form "FD92S-A"), a duplicate original of which is attached to the
Dealer's duplicate original of this agreement, have been read and agreed to by
the Company and by the Dealer, and such Standard Provisions and any duly
executed and delivered supplement or amendment thereto, are hereby made a part
of this agreement with the same force and effect as if set forth herein in full.
D. This agreement shall bind the Company when it bears the facsimile
signature of the General Manager, and the manual countersignature of the General
Sales Manager, Market Representation Manager, or a Regional Sales Manager, of
the Ford Division of the Company and a duplicate original thereof is delivered
personally or by mail to the Dealer or the Dealer's principal place of business.
E. The Dealer acknowledges that (i) this agreement may be executed only in
the manner provided in paragraph D hereof, (ii) no one except the General
Manager, The General Sales Manager, or Market Representation Manager of the Ford
Division of the Company, or the Secretary or an Assistant Secretary of the
Company, is authorized to make or execute any other agreement relating to the
subject matter hereof on behalf of the Company, or in any manner to enlarge,
vary or modify the terms of this agreement, and then only by an instrument in
writing, and (iii) no one except the General Manager of the Ford Division of the
Company, or the Secretary or an Assistant Secretary of the Company, is
authorized to terminate this agreement on behalf of the Company, and then only
by an instrument in writing.
F. In view of the personal nature of this agreement and its objectives and
purposes, the Company expressly reserves to itself the right to execute a Ford
Sales and Service Agreement with individuals or other entities specifically
selected and approved by the Company. Accordingly, this agreement and the rights
and privileges conferred on the Dealer hereunder are not transferable,
assignable or salable by the Dealer and no property right or interest, direct or
indirect, is sold, conveyed or transferred to the Dealer under this agreement.
This Agreement has been entered into by the Company with the Dealer in reliance
(i) upon the representation and agreement that the following person(s), and only
the following person(s), shall be the principal owners of the Dealer:
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HOME PERCENTAGE
NAME ADDRESS OF INTEREST
SUNBELT AUTOMOTIVE GROUP, INC. 100
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(ii) upon the representation and agreement that the following person(s), and
only the following person(s), shall have full managerial authority for the
operating management of the Dealer in the performance of this agreement:
HOME TITLE
NAME ADDRESS
ALAN K. ARNOLD 4415 PEMBERTON COVE, ALPHARETTA, GA 30201 PRESIDENT
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TIMOTHY A. BARNETT 4623 KENTUCKY SADDLER CT, KENNESAW, GA 30152 GENERAL MANAGER
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and (iii) upon representation and agreement that the following person(s), and
only the following person(s), shall be the remaining owners of the Dealer:
HOME PERCENTAGE
NAME ADDRESS OF INTEREST
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The Dealer shall give the Company prior notice of any proposed change in the
said ownership or managerial authority, and immediate notice of the death or
incapacity of any such person. No such change or notice, and no assignment of
this agreement or of any right or interest herein, shall be effective against
the Company unless and until embodied in an appropriate amendment to or
assignment of this agreement, as the case may be, duly executed and delivered by
the Company and by the Dealer. The Company shall not unreasonably withhold its
consent to any such change.
G. (Strike out either subparagraph (1) or (2) whichever is not
applicable.)
(2) This agreement shall continue in force and effect for a term
commencing on the date of its execution and expiring DECEMBER 31, 2000 unless
sooner terminated under the provisions of paragraph 17 hereof.
H. Both the Company and the Dealer assume and agree to carry out and
perform their respective responsibilities under this agreement.
The parties hereto have duly executed this agreement in duplicate as of the day
and year first above written.
FORD MOTOR COMPANY
[FORD LOGO] BOOMERSHINE FORD
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(Dealer's Trade Name)
General Manager, Ford Division By
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Countersigned by (Title)
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5
[FORD LOGO] FORD MOTOR COMPANY
Atlanta Region
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ADDENDUM TO
FORD SALES AND SERVICE AGREEMENT Dated
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FOREIGN SALES AGREEMENT (Fiesta) Dated (the
--------------------- "Agreements:)
FOREIGN SALES AGREEMENT (Courier) Dated
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FORD TRUCK SALES AND SERVICE AGREEMENT DATED
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FORD HEAVY DUTY TRUCK SALES AND SERVICE AGREEMENT DATED
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by and between BOOMERSHINE FORD, INC.
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(Dealership Trade Name)
CORPORATION, in the State of GEORGIA
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(State whether Partnership or Corporation) (Show name of State in which incorporated or
registered)
doing business as BOOMERSHINE FORD, INC.
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(Dealership Trade Name)
(the "Dealer") and Ford Motor Company, a Delaware corporation (the "Company").
THE PARTIES AGREE that the following addendum to Paragraph (F) containing clause
(i)(a) is annexed and made part of the Agreements:
F(i)(a) upon the representation and agreement that the following person(s)
and/or entity(ies), and only the following person(s) and/or entity(ies) shall
have ownership interests in the principal owner(s) referred to in clause (i) of
this Paragraph F:
NAME OF PRINCIPAL OWNERS(S) WHICH NAME AND ADDRESS OF PERSON(S) OR ENTITY(IES) PERCENTAGE
ARE PARTNERSHIPS OR CORPORATIONS HAVING OWNERSHIP INTEREST(S) IN PRINCIPAL OWNERS(S) OF OWNERSHIP
(STATE OF INCORPORATIONS) (INDICATE STOCKHOLDER OR PARTNER) INTEREST
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SUNBELT AUTOMOTIVE GROUP, INC. WALTER M. BOOMERSHINE, JR., (STOCKHOLDER)
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GEORGIA 4636 POWERS ROAD, MARIETTA, GA 30067 5.9
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ALAN K. ARNOLD, (STOCKHOLDER)
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4415 PEMBERTON COVE, ALPHARETTA, GA 30201 2.8
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WALTER M. BOOMERSHINE, III & WMB III FAMILY TRUST, (STOCKHOLDER)
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337 REDLAND ROAD, ATLANTA, GA 30309 7.1
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RENEE B. JOCHUM & RBJ FAMILY TRUST, (STOCKHOLDER)
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6 STARLIGHT COURT, POTOMAC, MD 20854 6.5
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JACQUELYN B. THOMPSON & JBT FAMILY TRUST, (STOCKHOLDER)
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219 BATES ROAD, CARTERSVILLE, GA 30120 6.5
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PATRICE B. MITCHELL & PBM FAMILY TRUST, (STOCKHOLDER)
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2074 SHILLINGWOOD DRIVE, KENNESAW, GA 30144 6.5
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LINDSEY B. ROBERTSON & LBR FAMILY TRUST, (STOCKHOLDER)
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2355 BROWNS BRIDGE ROAD, GAINESVILLE, GA 30504 6.8
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REMAINING STOCKHOLDERS, (STOCKHOLDER)
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57.9
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The provisions of this paragraph F requiring notice to and consent by the
Company to any changes in ownership shall apply to any change in the person(s)
or entity(ies) having an ownership interest in the principal owner(s) set forth
in this clause F(i)(a).
IN WITNESS WHEREOF, the Company and the Dealer have duly executed this addendum
in duplicate as of the__________day of_______________, 19___________.
FORD MOTOR COMPANY BOOMERSHINE FORD, INC.
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(Dealer's Trade Name)
By By
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Assistant Secretary (Signature and Title)
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6
DEALER INSURANCE FILE - PLAN IV
SOLICITATION OF ELIGIBLE DEALER-OWNERS FOR PARTICIPATION IN THE FORD MOTOR
COMPANY
DEALER-OWNER GROUP LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE PLAN
AND REPORTING PROPOSED CHANGES IN ACTIVITY STATUS AND OWNERSHIP INTEREST
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DEALERSHIP NAME DEALER CODE NUMBER
BOOMERSHINE FORD 21B025
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MAILING ADDRESS (P.O. BOX IF AVAILABLE) CITY STATE ZIP CODE
3230 SATELLITE BOULEVARD (P.O.BOX 957057) DULUTH GA 30096
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CHECK [X] TYPE OF AGREEMENT ENTER NOTES
[ ] APPOINTMENT: LIST ALL PROPOSED OWNERS "X" LIST TOTAL ARE 1. If an insured owner in the
REGARDLESS OF PERCENT AND DETERMINE DEALERSHIP IF OWNERSHIP INTEREST ELIGIBLE outgoing dealership becomes an
INSURANCE CLASS BELOW BASED ON CURRENT I % AS SHOWN IN OWNERS incoming owner by concurrent
- - PLANNING VOLUME NOTE 1. N EXISTING AND/OR ENROLLING? Resignation and Appointment in
[X] AMENDMENT [ ] ASSIGNMENT [ ] RENEWAL OR A PROPOSED AGREEMENTS YES, NO, a qualified incoming dealership,
[ ] INTERIM: LIST ALL EXISTING AND PROPOSED OWNERS C C/I show his former % of ownership
ONCE REGARDLESS OF PERCENT AND IF NOT ALREADY T C/I-N/E under "Existing %." Such owner's
ESTABLISHED. DETERMINE DEALERSHIP INSURANCE I MAX insurance coverage will then
CLASS BELOW BASED ON ENTIRE PRECEDING CALENDAR V automatically be changed in
YEAR NEW UNIT RETAIL SALES, NOTE 4. E accordance with his new
NOTE 2 NOTE 3 "Ownership Class" and new
"Dealership Insurance Class,"
effective as required under 4,
reverse side:
EXISTING PROPOSED SOCIAL BIRTHDATE
NOTE 1 NOTE 2 SECURITY NUMBER
Sunbelt Automotive Group, Inc. X 0% 100% N/E
Walter M. Boomershine, Jr. 100% 0% C/I - N/E ###-##-#### 7/20/29
EXISTING AND/OR PROPOSED % MUST TOTAL 100% 100% 2. In certain instances as outlined
DETERMINATION OF DEALERSHIP INSURANCE CLASS on page 3 of the Explanatory
AMEND. ASSIGN Booklet, inactive family
CHECK [X] EACH VEHICLE LINE THE APPOINTMENT RENEWAL INTERIM TOTAL interests or certain types of
DEALERSHIP IS FRANCHISED TO SELL PLANNING NEW RETAIL SALES INSURANCE INSURANCE indirect interest may be
VOLUME (INCLUDING FLEET) CREDITS CREDITS considered as part of the active
NOTE 4 owner's interest solely for the
X FORD DIVISION - CARS 647 X 1.0 = 647 purpose of determining
X FORD TRUCK (LIGHT & MED. HVY.) 1484 X 1.2 = 1781 eligibility and "Ownership
FORD TRUCKS (EXTRA HVY.) X 2.3 = Class" under the insurance plan
MERCURY CARS X 1.2 = for such active owner. Explain
LINCOLN CARS X 2.3 = in "Remarks."
FORD IMPORTS X 1.0 =
CHECK [X] THE DEALERSHIP INSURANCE CLASS THAT APPLIES: TOTAL 2427 3. YES: If "Yes" complete
LESS THAN 150 CREDITS: [ ] CLASS 1 500 BUT LESS THAN 800 CREDITS: [ ] CLASS 4 enrollment card and see reverse
150 BUT LESS THAN 300 CREDITS: [ ] CLASS 2 800 BUT LESS THAN 1200 CREDITS: [ ] CLASS 5 side for information on
300 BUT LESS THAN 500 CREDITS: [ ] CLASS 3 1200 OR MORE CREDITS: [X] CLASS 6 eligibility requirements,
insurance amounts, contributions
REMARKS: (If any of above eligible owners are eligible or enrolled for insurance under and effective dates.
other Ford, L.M., or Ford New Holland dealership(s), list owner(s), and NO: If "NO" explain in
dealership(s) here.) "Remarks" why
dealer-owner did not
enroll.
C/I If currently insured in
this dealership enter
"C/I." Changes in
"Ownership Class" and
insurance will be
effective as required
under 4, reverse side.
C/I-N/E: If currently insured in
this dealership but
becoming ineligible (due
to new inactive status or
ownership less than 20%)
enter "C/I-N/E" Insurance
will terminate as required
under 6 reverse side.
N/E: If not eligible due to
"X" inactive or owning
less than 20% enter "N/E".
MAX: If not eligible because
the plan maximum Group
Life Insurance coverage
has already been provided
due to ownership of other
Ford Motor Company
dealerships enter "MAX".
4. If not a Dealership for the
entire preceding calendar
year, enter the current
planning volume for each
Vehicle line. When the class
of the above Dealership has
been established on either;
(1) Planning volume as a new
dealer or (2) subsequent
calendar year new retail
sales, the highest class
achieved will not be decreased
by future lower sales. Higher
sales in future calendar years
may result in a dealership
insurance class increase April
1st as outlined on page 3 of
the Explanatory Booklet.
If APPOINTMENT enter name or prior
dealer
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ENROLLMENT FOR PLAN IV: An owner cannot enroll in Plan IV if another owner of the same dealership continues in Plan, I, II or III.
Once Plan IV is established for this dealership, all future eligible owners will be solicited for Plan IV only.
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YES, I do elect to participate in Plan IV, for the NO, I do not elect to participate in Plan IV. I understand, if I wish to
Group Life Insurance to which I am now entitled or to enroll in Plan IV, at a later date, a medical examination will be
which I may become entitled under the provisions of required.
the Ford Motor Company Dealer-Owner Group Life
Insurance Plan as set forth in the master policy
issued to Ford Motor Company by the Metropolitan Life
Insurance Company. I understand that under no
circumstances may I be insured for more than the plan
maximum amounts of Life and AD & D insurance. I
certify that I am now actively engaged in the
operation of the above-named Dealership and the above
information is true. If previously eligible for
dealer-owner insurance but not currently enrolled, or
if Plan IV was not elected when first available. I
understand I must now take a medical examination.
DATE DEALER-OWNER SIGNATURE TITLE DATE DEALER-OWNER SIGNATURE TITLE
- -------- -------------------------- ------------ ----------- ------------------------- -----------
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DATE REGION HAVE ENROLLMENT CARDS BEEN ATTACHED OPNS. MGR. OR MKT. REP. MGR.
ATLANTA FOR OWNERS SHOWN AS "YES" ABOVE WHO
ARE NOT CURRENTLY ENROLLED? SIGNATURE:
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(TYPE OF AGREEMENT TO BE CIRCLED BY GENERAL SALES OFFICE)
APPOINTMENT, AMENDMENT, ASSIGNMENT, RENEWAL OR INTERIM EXECUTED BY FORD MOTOR COMPANY. (DATE):
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[FORD LOGO] FD 1849-1 Sept.
LM 7576A 1995 DEALER OWNER GROUP LIFE INSURANCE OFFICE COPY RECEIVED
(9/95) Macro 5045/5535
(PREVIOUS REVISIONS MAY NOT BE USED)
7
(FOR MORE DETAILS SEE PLAN IV EXPLANATORY BOOKLET)
1. WHO IS ELIGIBLE:
Active-Dealer Owner in the United States or District of Columbia with at
least 20% interest, and authorized to sell cars or trucks manufactured or
imported by Ford Motor Company or its subsidiaries.
2. WHEN ELIGIBLE:
First day of calendar month following Date of Appointment by Ford Motor
Company, or First day of calendar month following Date Amendment,
Assignment, Renewal or Interim Agreement executed by Ford Motor Company if
not previously an active owner with at least 20% interest in this
dealership.
3. EFFECTIVE DATE OF INSURANCE COVERAGE:
For Owners not currently insured - Date eligible if enrolled within 31 days
of the first day of calendar month, above, or the first day of calendar
month next following date of approval of insurability by insurance company
if enrolled later than 31 days of date eligible.
The insurance of an eligible Owner who is away from work due to illness or
injury on the date his insurance otherwise would become effective, will
become effective on the date he returns to work.
For Owners currently insured in Plan III who elect Plan IV - An insured
Owner who elects to go from Plan III to Plan IV must not have been away
from work due to illness or injury for any one of the seven consecutive
scheduled working days immediately prior to the scheduled effective date
of Plan IV. An insured Owner who fulfills this requirement on the
scheduled effective date of Plan IV is to be insured in Plan IV from such
date. Each other insured Owner is to be insured in Plan IV on the date
following a period of seven connective scheduled working days during which
he has not been away from work due to illness or injury for any one day.
A currently insured Owner who elects to remain in Plan III will be required
to pass a medical examination satisfactory to the Metropolitan Life
Insurance Company at his own expense in order to become insured in Plan IV
after the scheduled effective date of Plan IV. His insurance will become
effective on the first day of the calendar quarter following the date that
the Metropolitan Life Insurance Company shall have approved the results of
such medical examination.
4. EFFECTIVE DATE OF INSURANCE CHANGES:
Amendments and Assignments, Renewal or Interim Agreements; Changes become
effective the first day of the calendar quarter following date Amendment
or Assignment, Renewal or Interim Agreement executed by Ford Motor Company
unless the owner is away from work on such first day due to illness or
injury, then the insurance change is effective the date he returns to
work, except no change if age 65 or over with at least 20%.
5. OWNERS ATTAINING AGE 65:
Owners insurance reduced 10% on quarter date following 65th birthday and
on each following anniversary. Minimum 20% or $6,666 Life and $6,666
AD&D.
6. TERMINATION DATE OF INSURANCE COVERAGE:
The 31st day following the due date of a required contribution if the
insurance office fails to receive such contribution by the 31st day; or if
received, then the last day of calendar quarter in which the dealer-owner,
as determined by Ford Motor Company.
(1) Ceases to be active in the operation of the dealership for reasons
other than disability.
(2) Ceases to own at least 20% as shown in the most recent amendment or
assignment, renewal or interim agreement.
(3) Ceases to be an authorized Dealer under Ford Motor Company.
Conversion allowed during 31 days following termination for reasons (1)
(2) or (3) by the Metropolitan Life Insurance Company, 5130 Eisenhower
Blvd., Tampa, Florida 33634.
AMOUNTS OF GROUP LIFE AND THE PRINCIPAL SUM OF ACCIDENTAL DEATH & DISMEMBERMENT (AD&D) INSURANCE
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Owners must be insured for the amount of Life and AD & D applicable to their age and class,
subject to plan maximum and applicable statutory provisions for Texas (see last page of Explanatory
Booklet).
Under 65 years of Age When First Insured
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Ownership Class
Dealership ---------------------------------------------------------------
Insurance Insurance At Least 20% At Least 50% 80%
Credit Class But Less than 50% But Less than 50% Or Greater
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Life AD & D Life AD & D Life AD & D
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Less than 150 Credits 1 $ 33,333 $ 33,333 $ 50,000 $ 50,000 $ 66,667 $ 66,667
150 But less than 300 Credits 2 66,667 66,667 100,000 100,000 133,333 133,333
300 But less than 500 Credits 3 100,000 100,000 150,000 150,000 200,000 200,000
500 But less than 800 Credits 4 133,333 133,333 200,000 200,000 266,666 266,666
800 But less than 12000 Credits 5 166,666 166,666 250,000 250,000 333,333 333,333
1200 or more Credits 6 200,000 200,000 300,000 300,000 400,000 400,000
65 Year of Age and Over When First Insured
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Ownership Class
Dealership ---------------------------------------------------------------
Insurance Insurance At Least 20% At Least 50% 80%
Credit Class But Less than 50% But Less than 50% Or Greater
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Life AD & D Life AD & D Life AD & D
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Less than 150 Credits 1 $ 6,666 $ 6,666 $ 10,000 $ 10,000 $ 13,333 $ 13,333
150 But less than 300 Credits 2 13,333 13,333 20,000 20,000 26,666 26,666
300 But less than 500 Credits 3 20,000 20,000 30,000 30,000 40,000 40,000
500 But less than 800 Credits 4 26,666 26,666 40,000 40,000 53,333 53,333
800 But less than 12000 Credits 5 33,333 33,333 50,000 50,000 66,666 66,666
1200 or more Credits 6 40,000 40,000 60,000 60,000 80,000 80,000
QUARTERLY CONTRIBUTIONS FOR EACH OWNER FOR AMOUNTS OF LIFE INSURANCE SHOWN
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INCLUDING ACCIDENTAL DEATH & DISMEMBERMENT (AD & D) OF:
FOR OWNERS UNDER AGE 65
Owner's Attained Age Life $33,333 $50,000 $66,667 $100,000 $133,333 $150,000 $166,666 $ 200,000
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AD&D $33,333 $50,000 $66,667 $100,000 $133,333 $150,000 $166,666 $ 200,000
Under Age 30 $ 9.00 $ 13.00 $ 17.00 $ 26.00 $ 35.00 $ 39.00 $ 43.00 $ 52.00
30 but less than 35 10.00 15.00 20.00 30.00 40.00 45.00 50.00 60.00
35 but less than 40 13.00 19.00 25.00 38.00 51.00 57.00 63.00 76.00
40 but less than 45 18.00 28.00 37.00 55.00 73.00 83.00 92.00 110.00
45 but less than 50 27.00 41.00 54.00 81.00 108.00 122.00 135.00 162.00
50 but less than 55 40.00 60.00 79.00 119.00 159.00 179.00 198.00 238.00
55 but less than 60 62.00 94.00 125.00 187.00 249.00 281.00 312.00 374.00
60 but less than 65 96.00 145.00 193.00 289.00 385.00 434.00 482.00 578.00
FOR OWNERS AGE 65 OR OVER
Owner's Attained Age Life $ 6,666 $10,000 $13,333 $ 20,000 $ 26,666 $ 30,000 $ 33,333 $ 40,000
- -------------------------- --------- ------- ------- ------- -------- -------- -------- -------- ---------
AD&D $ 6,666 $10,000 $13,333 $ 20,000 $ 26,666 $ 30,000 $ 33,333 $ 40,000
65 but less than 70 $ 31.00 $ 47.00 $ 62.00 $ 94.00 $ 125.00 $ 140.00 $ 156.00 $ 187.00
70 but less than 75 58.00 88.00 117.00 175.00 234.00 263.00 292.00 350.00
75 but less than 80 94.00 141.00 188.00 282.00 376.00 423.00 470.00 564.00
80 and over 180.00 271.00 361.00 541.00 722.00 812.00 902.00 1,083.00
FOR OWNERS UNDER AGE 65
Owner's Attained Age Life $ 250,000 $ 266,666 $ 300,000 $ 333,333 $ 400,000
- ------------------------- --------- --------- --------- --------- --------- ---------
AD&D $ 250,000 $ 266,666 $ 300,000 $ 333,333 $ 400,000
Under Age 30 $ 65.00 $ 69.00 $ 78.00 $ 87.00 $ 104.00
30 but less than 35 75.00 80.00 90.00 100.00 120.00
35 but less than 40 95.00 101.00 114.00 127.00 152.00
40 but less than 45 138.00 147.00 165.00 183.00 220.00
45 but less than 50 203.00 216.00 243.00 270.00 324.00
50 but less than 55 298.00 317.00 357.00 397.00 476.00
55 but less than 60 468.00 499.00 561.00 623.00 748.00
60 but less than 65 723.00 771.00 867.00 963.00 1,156.00
FOR OWNERS AGE 65 OR OVER
Owner's Attained Age Life $ 50,000 $ 53,333 $ 60,000 $ 66,666 $ 80,000
- -------------------------- --------- --------- --------- --------- --------- ---------
AD&D $ 50,000 $ 53,333 $ 60,000 $ 66,666 $ 80,000
65 but less than 70 $ 234.00 $ 250.00 $ 281.00 $ 312.00 $ 374.00
70 but less than 75 438.00 467.00 526.00 584.00 701.00
75 but less than 80 706.00 753.00 847.00 941.00 1,129.00
80 and over 1,354.00 1,144.00 1,624.00 1,805.00 2,166.00
8
FORD MOTOR COMPANY [FORD RENT-A-CAR LOGO]
ATLANTA REGION
AMENDMENT TO FORD RENT-A-CAR SYSTEM AGREEMENT
SUPPLEMENTAL AGREEMENT, made at Dearborn, Michigan as of this ___________ day of _____________, 19__
by and between BOOMERSHINE FORD a(n) CORPORATION
--------------------- ---------------------------------------
(LICENSEE TRADE NAME) (INDIVIDUAL PARTNERSHIP OR CORPORATION)
in the State of GEORGIA with a principal place of business at
----------------------------------------
(SHOW NAME OF STATE IN WHICH REGISTERED)
3230 SATELLITE BOULEVARD (P.O. BOX 957057) DULUTH, GA 30096 (hereinafter called
- -------------------------------------------------------------------------------
(STREET ADDRESS) (CITY AND STATE) (ZIP CODE)
"Licensee"), and Ford Motor Company, a Delaware corporation with its principal
place of business at Dearborn, Michigan (hereinafter called "Ford").
The parties hereto have previously enter into a Ford Rent-A-Car System
Agreement dated AUGUST 12, 1992 and now desire to make certain changes therein.
NOW, THEREFORE, in consideration of these premises, the parties hereto
mutually agree that said Ford Rent-A-Car System Agreement be amended by
changing Paragraph B to read as follows:
B. Ford has entered into this agreement in reliance upon the Licensee's
representation and agreement that:
a. The identity or ownership of the Licensee is as follows: (Strike
out the two following clauses that are least applicable.)
i. The Licensee is an Authorized Ford dealer; or
9
b. The following persons shall have full managerial authority and
responsibility for the operating management of the Licensee in the
performance of this agreement:
Name Address Title
- ----------------------------- ------------------------------------------------ ----------------------
ALAN K. ARNOLD 4415 PEMBERTON COVE, ALPHARETTA, GA 30201 PRESIDENT
- ----------------------------- ------------------------------------------------ ----------------------
TIMOTHY A. BARNETT 4623 KENTUCKY SADDLER CT, KENNESAW, GA 30152 GENERAL MANAGER
- ----------------------------- ------------------------------------------------ ----------------------
- ----------------------------- ------------------------------------------------ ----------------------
- ----------------------------- ------------------------------------------------ ----------------------
- ----------------------------- ------------------------------------------------ ----------------------
Licensee shall give Ford prior written notice of any change in the ownership or
management of Licensee but no such change or notice shall be effective until
embodied in an appropriate amendment to this agreement duly executed and
delivered by Ford and Licensee.
This supplemental Agreement is subject to all the terms and conditions
contained in said Ford Rent-A-Car System Agreement, except insofar as such
terms and conditions may be inconsistent with the express terms hereof.
IN WITNESS WHEREOF the parties hereto have executed this agreement as
of the day and year first above written and Ford is authorized to deliver the
same to the Licensee by placing the Licensee's copy thereof in the United
States Mail, duly stamped and addressed to the Licensee at his principal place
of business, or by delivery to such place of business or to the Licensee in
person.
FORD MOTOR COMPANY Boomershine Ford
----------------------------------------
(LICENSEE'S TRADE NAME)
By By
---------------------------------- --------------------------------------
(ASSISTANT SECRETARY) (SIGNATURE AND TITLE)
- ------------------------------------
(REGIONAL MANAGER)
- ------------------------------------
ii