EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 10, 1999 (this "New Agreement"), by and among Lucas Dealership Group, Inc., a Texas corporation (the "Company"), the Lucas Business Continuation Trust, a...Agreement and Plan of Merger • October 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
ANDStockholders' Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Delaware
EXHIBIT 2.1.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into this 1st day of July, 1997 by and among FIRSTAMERICA AUTOMOTIVE, INC., a Delaware corporation ("FirstAmerica"), California Carriage,...Agreement and Plan of Reorganization • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), effective August 1, 1999, between FirstAmerica Automotive, Inc. ("FAA", "Employer" or "Corporation"), and Tom Price ("Executive"). This Agreement's purpose is to establish in...Executive Employment Agreement • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
Letter Agreement [KAY & MERKLE LETTERHEAD APPEARS HERE]Letter Agreement • July 6th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
This will confirm that Donald has, today, advanced the sum of $4,000,000 as a loan to FirstAmerica Automotive, Inc. which sum is to be used in connection with the Burgess Honda acquisition.
EXHIBIT 2.1.6 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of this 14th day of March 1997, by and among FAA Concord N, Inc. a California corporation or Nominee ("Purchaser") and Concord Nissan, Inc., a California corporation d/b/a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.7 MASTER AGREEMENTMaster Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Michigan
NOTICE TO BORROWER: THIS DOCUMENT CONTAINS PROVISIONS FOR A VARIABLE INTEREST RATE.Credit Agreement • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations
EXHIBIT 10.10.6 EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made by and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with an office located at 1000 Hart Road, Barrington, Illinois 60010...Loan and Security Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Illinois
AGREEMENT ---------Indemnity Agreement • June 29th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 1.1 FIRSTAMERICA AUTOMOTIVE, INC. (a Delaware corporation) ,000,000 Shares of Common Stock -------- PURCHASE AGREEMENT Dated: , 1999 ----------------------- Table of ContentsPurchase Agreement • June 29th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • New York
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
SUPPLEMENTAL AGREEMENT TO DEALER SALES AND SERVICE AGREEMENT (PUBLICLY TRADED COMPANY) THIS SUPPLEMENTAL AGREEMENT (this "Supplemental Agreement"), dated as of May 1, 1997, is entered into among FAA Serramonte, Inc., dba Serramonte Isuzu, dba...Supplemental Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 2.1.7 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July 1997, by and between The Price Trust u/t/d 10/5/84 (the "Seller"), FirstAmerica Automotive, Inc., a Delaware corporation (the "Purchaser") and Smart...Stock Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • March 16th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
AGREEMENT ---------Noncompetition Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Dated as of October 31, 1999,Agreement and Plan of Merger and Reorganization • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF DECEMBER 8, 1998Agreement and Plan • January 14th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
EXHIBIT 10.4.1 AGREEMENT BETWEEN TOYOTA MOTOR SALES, U.S.A., INC. AND FIRSTAMERICA AUTOMOTIVE, INC.Dealer Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
R E C I T A L SStock Purchase Agreement • October 16th, 1998 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
EXHIBIT 10.10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), effective August 1, 1999, between FirstAmerica Automotive, Inc. ("FAA", "Employer" or "Corporation"), and Charles Oglesby ("Employee"). Employee began employment on September 1, 1998...Employment Agreement • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 4.1.8 AMENDMENT NO. 6 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
CHRYSLER CORPORATION DODGE SALES AND SERVICE AGREEMENTSales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.1.1 INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement (this "Agreement"), dated as of July 8, 1997, is entered into by and among TCW/CRESCENT MEZZANINE PARTNERS, L.P., TCW/CRESCENT MEZZANINE TRUST, and...Intercreditor and Subordination Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Illinois
EXHIBIT 2.1.8 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered this 19th day of March 1997, by and among FirstAmerica Automotive, Inc., a Nevada corporation or nominee ("Purchaser") and Asian Pacific Industries, Inc., a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered this 17th day of July 1997 (the "Contract Date"), by and among FirstAmerica Automotive, Inc., a Delaware corporation or nominee ("Purchaser"), Golden Sierra Auto Group, a...Asset Purchase Agreement • August 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 2.1.10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of this 23rd day of January 1997, by and among FirstAmerica Automotive, Inc., a Nevada corporation or Nominee ("Purchaser") and Auto Center of North County, Inc., a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.2 AGREEMENT BETWEEN AMERICAN HONDA MOTOR CO., INC. AND FIRSTAMERICA AUTOMOTIVE, INC. ET AL. This Agreement, effective as of May 1, 1997, is entered into between FirstAmerica Automotive, Inc., a Nevada corporation with its principal place of...2 Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.6 ISUZU DEALER SALES AND SERVICE AGREEMENTFirstamerica Automotive Inc /De/ • May 14th, 1998 • Services-management services • California
EXHIBIT 10.10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), effective August 1, 1999, between FirstAmerica Automotive, Inc. ("FAA", "Employer" or "Corporation"), and Debra Smithart ("Employee"). Employee originally began employment on October...Employment Agreement • November 15th, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
Exhibit 2.1 Asset Purchase AgreementAsset Purchase Agreement • July 6th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made this 30th day of March 1999, between FirstAmerica Automotive, Inc. ("FAA", "Employer" or "Corporation"), and Charles Oglesby ("Employee"). Employee began employment on September 1,...Employment Agreement • March 31st, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations • California
DEALER AGREEMENT ----- --------Toyota Dealer Agreement • March 31st, 1999 • Firstamerica Automotive Inc /De/ • Retail-auto dealers & gasoline stations
