Exhibit 10.11
AGREEMENTS REGARDING JAGUAR ASSETS
This Agreement Regarding Jaguar Assets (the "Agreement") is made and
entered into as of January 4, 1998, by and among the Xxxxxxxx Family Trust
R-501, u/a/d October 23, 1985 (the "Seller"), Xxxxxxxx Diversified
Investments, Inc., a Nevada corporation ("CDI"), Cross-Continent Auto
Retailers, Inc., a Delaware corporation ("C-Car"), and JRJ Investments, Inc.,
a Nevada corporation (the "Company").
RECITALS
A. Pursuant to paragraph 20(c) of that certain Amended and Restated
Stock Purchase Agreement, dated as of November 1, 1997, by and among Seller,
C-Car and the Company (the "Purchase Agreement"), the Company is, on the date
hereof, distributing the Jaguar Assets (as defined in the Purchase Agreement)
to CDI, a corporation wholly owned by Seller, (the "Jaguar Distribution"); and
B. Pursuant to that certain Management Agreement, dated as of
November 1, 1997, by and among C-Car, the Company and the Seller (the
"Pre-Closing Management Agreement"), C-Car has been managing the Dealerships
(as defined in the Purchase Agreement), including the Jaguar Assets; and
C. Seller, CDI and the Company have agreed to enter into a Management
Agreement, to be dated January 5, 1998 (the "Post-Closing Management
Agreement"), providing for the Company to manage: (1) any Franchise (as
defined in the Post-Closing Management Agreement), other than the Jaguar
Franchise, which was issued to Seller, as the approved owner of the Company,
and for which C-Car has not received approval from the respective
Manufacturer as the owner of a Franchise (the "Managed Franchises"), and (b)
the Jaguar Assets; and
D. Seller, CDI, C-Car and the Company desire to enter into certain
agreements with respect to the Pre-Closing Management Agreement and the
Post-Closing Management Agreement relating to the Jaguar Assets.
AGREEMENTS
In consideration of the mutual agreements set forth in this Agreement,
the Seller, CDI, C-Car and the Company agree as follows:
1. With respect to the Pre-Closing Management Agreement, from this
date until its Termination Date (as defined in the Pre-Closing Management
Agreement): (a) the Seller and CDI will be jointly referred to as the Seller,
and (b) the Jaguar Assets shall remain subject to the Pre-Closing Management
Agreement and managed by C-Car.
2. With respect to the provisions of paragraph 20(c) requiring that
Seller either pay in full or, with the consent of the lien holder(s) and the
release of the Company therefrom, assume the Company's floor plan liability
secured by liens on the New Jaguar Automobiles (as defined in paragraph 20(c)
of the Purchase Agreement (the "Floor Plan Liability"), the parties agree
that:
(a) so long as the Jaguar Assets are being managed by either C-Car,
pursuant to the Pre-Closing Management Agreement, or by the Company,
pursuant to the Post-Closing Management Agreement, C-Car and the Company,
respectively: (i) waive the aforesaid requirement regarding the payment or
assumption of the Floor Plan Liability by Seller and/or CDI, and (ii) agree
to pay in full all liabilities secured by liens on New Jaguar Automobiles
in accordance with the terms of any applicable floor plan agreement, and
(b) immediately upon the occurrence of the Jaguar Termination Date (as
defined in the Post-Closing Management Agreement) Seller and CDI, jointly
and severally agree to, or cause any purchaser of the Jaguar Assets to,
fully comply with the requirement relating to the Floor Plan Liability.
3. Notwithstanding the provisions of paragraph 6 of the Pre-Closing
Management Agreement relating to the repayment, on either the Distribution Date
or the Termination Date (as each phrase is defined in the Pre-Closing Management
Agreement), of all, or the applicable portion of, the Jaguar Deposit (as defined
in the Pre-Closing Management Agreement) paid by C-Car to the Seller, the
parties agree that: (a) the applicable portion of the Jaguar Deposit need not
be repaid by Seller to C-Car, and (b) the Jaguar Deposit shall be deemed to have
been paid by the Company to CDI as contemplated by, and governed by, paragraph 6
of the Post-Closing Management Agreement, with the repayment of the applicable
portion thereof to be paid in accordance with said paragraph 6 of the
Post-Closing Management Agreement.
4. Except as specifically set forth herein, all other provisions of the
Purchase Agreement and the Pre-Closing Management Agreement remain in full force
and effect.
SELLER: C-CAR:
Xxxxxxxx Family Trust R-501 Cross-Continent Auto Retailers, Inc.
By: By:
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Xxxxx X. Xxxxxxxx, Xx., Trustee R. Xxxxx Xxxxx, Secretary
CDI: THE COMPANY:
Xxxxxxxx Diversified Investments, Inc. JRJ Investments, Inc.
By: By:
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Xxxxx X. Xxxxxxxx, Xx., President Xxxxx X. Xxxxxxxx, Xx., President
