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EXHIBIT 10.68
SUNBELT INITIALS
GM
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 Sunbelt Automotive Group, Inc. and
General Motors Corporation.
WHEREAS Sunbelt Automotive Group, 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 total
customer enthusiasm;
WHEREAS, the organization and ownership structure of Sunbelt Automotive Group,
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 Sunbelt Automotive Group, Inc. and GM;
NOW, THEREFORE, the parties agree as follows:
1. Purpose of Agreement
1.1 Purpose of Agreement
The parties acknowledge that Sunbelt Automotive Group,
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 Sunbelt Automotive Group, Inc. and the
operating processes and procedures of Sunbelt Automotive
Group, 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, and Sunbelt Automotive
Group, Inc. agrees that it will not acquire or attempt to
acquire any 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 "Sunbelt Automotive Group, Inc." or "Sunbelt"
means Sunbelt
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Automotive Group, Inc. and its subsidiary Dealer
Companies.
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 my superseding Dealer Agreements.
1.2.4 "Dealer Company" or "Dealer" means the business
entity owned or controlled by Sunbelt Automotive
Group, 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 Sunbelt
Automotive Group, Inc. that has voting rights as
well as any debt or equity security of Sunbelt
Automotive Group, Inc. that is convertible into
stock of Sunbelt Automotive Group, Inc. that has
voting rights.
2. Sunbelt Automotive Group. Inc. Ownership
2.1 Ownership Structure.
Each Dealer will be a separate company, distinct from Sunbelt
Automotive Group, 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 Sunbelt
Automotive Group, Inc. or may have minority interests held by
employees of that Dealer Company subject to GM approval.
2.2 Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc. Sunbelt Automotive
Group, Inc. represents and warrants that this Agreement constitutes a
valid and binding agreement of Sunbelt Automotive Group, Inc. in
accordance with its terms.
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2.3 Change in Ownership. Any material change in ownership of
any Dealer company and any material change in Sunbelt
Automotive Group, 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 Sunbelt Automotive Group, 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, Sunbelt Automotive Group, Inc. agrees to the
following:
2.4.1 Sunbelt Automotive Group, Inc. will deliver to GM
copies of all Schedules 13D and 13G, and all amendments
thereto and termination's thereof, received by Sunbelt
Automotive Group, Inc., within five (5) days of receipt of
such Schedules. If Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc. possesses.
2.4.2 If Sunbelt Automotive Group, Inc. through its Board
of Directors or through shareholder action proposes or if
any person, entity or group sends Sunbelt Automotive
Group, 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 Sunbelt Automotive
Group, Inc. and (b) Sunbelt Automotive Group, 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 Sunbelt
Automotive Group, Inc. other than for the purposes of
ordinary passive investment (ii) an extraordinary
corporate transaction, such as a material merger,
reorganization or liquidation, involving Sunbelt
Automotive Group, Inc. or a sale or transfer of a material
amount of assets of Sunbelt Automotive Group, 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 Sunbelt Automotive
Group, 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 person
entity or group of more than 20% of the voting stock of
Sunbelt Automotive Group, Inc. and any
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proposal by any such person, entity or group through the
Sunbelt Automotive Group, Inc. Board of Directors or
shareholders action to change the board of directors of
Sunbelt Automotive Group, 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 interests (and upon
notice of GM's reasons for such judgment), Sunbelt
Automotive Group, 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 Sunbelt Automotive Group, 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 Section 8 below, or (b) provide
evidence to the Divisions (reasonably acceptable to GM)
that such person entity or group no longer has such
threshold level of ownership interest in Sunbelt
Automotive Group, Inc. or that the actions described in
Section 2.4.2(b) will not occur.
2.4.4 Should Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc. will describe such
provisions of this Section in any prospectus it delivers
in connection with the offer or sale of its stock or any
other securities filing as may be required by any
applicable laws or regulations.
2.5 Officers and Key Management. Sunbelt Automotive Group, Inc. agrees
to provide to GM a list of the key management of Sunbelt Automotive
Group, Inc. responsibilities in regard to the control and management
of Sunbelt Automotive Group, Inc. and each GM 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. Sunbelt Automotive Group, Inc.
will notify GM in writing of any material change in the key
management of Sunbelt Automotive Group, Inc. or their
responsibilities. For purposes of this Agreement, the term "key
management" shall mean CEO, President and Vice Presidents or their
funcional equivalents with respect to each dealer company and
executive officers with respect to Sunbelt Automotive Group, Inc.
3. Sunbelt Automotive Group, Inc. Operating Policies and Procedures
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3.1 GM Brand Strategy. Sunbelt Automotive Group, 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 Sunbelt
Automotive Group, Inc. Sunbelt Automotive Group, Inc. agrees to
accommodate GM's Brand Strategy in its Sunbelt Automotive Group, Inc.
GM dealership Operations. Sunbelt Automotive Group, 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,
Sunbelt Automotive Group, 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. Sunbelt Automotive
Group, Inc. agrees that its GM advertising and marketing
practices will support and enhance GM and Divisional brand
and marketing practices and goals. Sunbelt Automotive Group,
Inc. agrees and each GM Dealer Company shall agree that the
Dealer Company will participate in the appropriate dealer
marketing association or group as provided in Section 11.
3.1.3 Sunbelt Automotive Group, 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 five (5) General Motors Dealerships during the period
commencing from the date of this Agreement and ending 24 months
thereafter. If GM requests Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc.,
then GM may elect not to approve any public companies dealerships
until the dispute is resolved (even if the pre-approved number has
not been met).
4.2 Following the 24 month period, each Dealer company in which Sunbelt
Automotive Group, Inc. has an investment must be in compliance
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will 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. Sunbelt Automotive Group, Inc. recognizes
that customers benefit from competition in the marketplace 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 GM and Sunbelt Automotive Group, Inc. agree that Sunbelt
Automotive Group, 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 Sunbelt Automotive Group, Inc.
request, the number of GM dealerships, by line, in the Multiple
Dealer Area and the maximum number of dealerships Sunbelt
Automotive Group, Inc. may acquire in that Multiple Dealer Area.
4.5 Evaluation of Operations. GM will conduct semi annual evaluation
meetings with the management of Sunbelt Automotive Group, Inc. and
the Dealer Operators of each GM Dealer Company to review the
performance of each GM Dealer Company. In the event GM advises
Sunbelt Automotive Group, Inc. for any two consecutive evaluation
periods that the performance of a GM dealership is not meeting the
sales volume, Customer Satisfaction or Branding requirements of
GM, in addition to other available remedies, GM will have the
right to demand a change in the management of the dealer company
not meeting those requirements. Sunbelt Automotive Group, 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 car operations.
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5.2 GM Channel Strategy. Sunbelt Automotive Group, Inc. further
stipulates and agrees that if Sunbelt Automotive Group, Inc., GM,
and the public are to realize the potential benefits that Sunbelt
Automotive Group, Inc. represents to be the result of the
acquisitions proposed by Sunbelt Automotive Group, Inc., then an
integral component of the participation by Sunbelt Automotive
Group, 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 ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ 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 Sunbelt Automotive Group, Inc. and each Dealer
Company. Sunbelt Automotive Group, 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, Sunbelt Automotive Group, Inc. and Dealer Company will
have complied with the Channel Strategy for that location.
Notwithstanding the above, GM will consider reasonable requests
from Sunbelt Automotive Group, Inc. for an extension if Sunbelt
Automotive Group, Inc. is making reasonable progress and is unable
to comply with the Channel Strategy for reasons beyond Sunbelt
Automotive Group, Inc. control. If Sunbelt Automotive Group, Inc.
and Dealer Company fail to do so within the time provided, then
Sunbelt Automotive Group, 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
Sunbelt Automotive Group, Inc. the of sum $1,000 for each unit of
GM retail planning guide for each Dealer Agreement so terminated.
5.3 Exclusive Representation. Sunbelt Automotive Group, 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 of General Motors Corporation (provided that if Sunbelt
Automotive Group, Inc. acquires a GM Dealership having a sales and
service agreement with a competitive automobile manufacturer or
importer and related sales and service operations at the same
facility, at GM's request Sunbelt Automotive Group, Inc. shall
cause the competitive sales and service operations to be relocated
within one year of acquisition). Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc. shall
cause Dealer Company to and Dealer Company shall voluntarily
terminate the Dealer Agreements then in effect.
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5.4 Image Compliance. Any Dealer Company acquired by Sunbelt
Automotive Group, 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. Sunbelt Automotive Group, 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, Sunbelt Automotive Group, Inc. shall appoint an
individual who shall act as Executive Manager of that GM
Dealership 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.
Sunbelt Automotive Group, 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. Sunbelt Automotive Group,
Inc. will not revoke, modify or amend such authority without the
prior written approval of the applicable Division (except as
provided in Section 6.3 below). Because of the unique structure of
Sunbelt Automotive Group, Inc., the 15% ownership requirement
contained in Article 2 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
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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 Division. The
replacement Dealer Operator must assume his/her responsibilities
no later than 90 days following the withdrawal of the approved
Dealer Operator. Sunbelt Automotive Group, Inc. 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. Sunbelt Automotive Group, 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 Sunbelt Automotive Group, Inc. Sunbelt
Automotive Group, 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 Sunbelt Automotive Group, 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 maker, 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, Sunbelt Automotive Group, Inc. agrees and each Dealer
Company shall agree to provide GM with: (a) the right to purchase the
dealership assets, properties or business for fair market value based on
automotive use, and (b) an assignment of any existing lease or lease
options
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that are available, subject in each case to any legal or
contractual obligations existing at such time through the process
attached hereto as Exhibit B, that Sunbelt Automotive Group, Inc.
shall assure GM or its delegate of quiet possession of the
dealership facilities for a period of not less than five years if
the right to have any existing lease or lease option assigned as
set forth above is exercised with respect to such facilities
within ten years of the execution of this Agreement. If, however,
Sunbelt Automotive Group, Inc. enters into a financing arrangement
with respect to GM's option as described in this Section 8 would
be subordinated to the interests of any lender in connection with
any default by Sunbelt Automotive Group, 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. Sunbelt Automotive Group, 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 a 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 of the Dealer
Company that owes the debt or the account of 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.
l1. 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. Sunbelt Automotive Group, 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. Sunbelt Automotive Group, Inc. and
Dealer Company shall provide such documentation as reasonably
requested by GM to assure compliance with that requirement.
Sunbelt Automotive Group, Inc. shall submit an annual consolidated
balance sheet for the combined GM Dealership operations of Sunbelt
Automotive Group, Inc.
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13. Discontinuance of Representation. In the event that Sunbelt
Automotive Group, Inc. determines, voluntarily or otherwise to
discontinue representation in any given Multiple Dealer Area,
Sunbelt Automotive Group, 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 have the option to acquire the fixed assets and/or the
Dealership Facilities in that Multiple Dealer Area in accordance
with section 8. The terms and conditions for the exercise of such
rights shall be set forth in appropriate and customary documents.
Sunbelt Automotive Group, 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. Sunbelt Automotive Group, 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 third-party in its
capacity as a stockholder of Sunbelt Automotive Group, Inc.
relating to this Agreement other than through a derivative
stockholder suit authorized by the Board of Sunbelt Automotive
Group, Inc., provided that Sunbelt Automotive Group, 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 Sunbelt Automotive Group, 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.
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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.
19. Duration of Agreement. This Agreement remains in effect so long as
Sunbelt Automotive Group, 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
________________,1998.
------------------------------- GENERAL MOTORS CORPORATION
By: By:
------------------------------- -----------------------------
------------------------------- ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, III
------------------------------- General Manager
------------------------------- North American Operations
------------------------------- Dealer Network Investment and Development
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