EXHIBIT 2.6 TO FORM 8-K
GENERAL INDEMNITY AGREEMENT
This General Indemnity Agreement ("Agreement") is made and entered into
by and between Consumer Investment Corporation ("CIC") and Lenders Liquidations
Centers, Inc. ("LLCI"), as "Indemnitors", and AutoCorp, Equities, Inc.
("AutoCorp"), as "Indemnitee".
RECITALS:
A. Indemnitors and Indemnitee are parties, along with others, to
a certain corporate refinancing and restructuring transaction
detailed in a certain Master Agreement of even date, (the
"Transaction") which is intended to be consummated on or about
December 30, 1998.
B. As an integral part of the Transaction, and as an inducement
for various of the parties to participate in the Transaction,
Indemnitee is to issue and deliver to the Indemnitors,
jointly, 3,500,000 shares of Indemnitee's Series A
NonCumulative Convertible Preferred Stock (the "Series A
Preferred Stock"), which, following delivery is to be pledged
to AutoPrime, Inc. "AutoPrime") as additional collateral for
certain obligations owed and to be owed by the Indemnitors to
AutoPrime.
C. As an inducement to the Indemnitee to issue the Series
APreferred Stock, the Indemnitors have agreed to broadly
indemnify and hold harmless the Indemnitee for all claims,
causes of action, damages, losses, etc. which may arise from
or be related to the Transaction.
AGREEMENT:
Therefore, for valuable consideration, the parties have agreed
as follows:
1. At Closing, Indemnitee shall issue and deliver the authorized
Preferred Stock to the Indemnitors, jointly.
2. At Closing, the Indemnitors shall execute and deliver to the
Indemnitee this Agreement.
3. Effective at Closing, the Indemnitors, jointly and severally,
do hereby fully indemnify and hold harmless the Indemnitee
of and from any and all losses, damages, costs, expenses,
liabilities and obligations of any type or nature whatsoever
which may arise from or be related to (i) any past, present
or future claims or causes of action, known or unknown,
which may be directly or indirectly related to the
Transaction and which may be asserted by any person or
entity or by one or more of the following persons or
entities, or their affiliates, subsidiaries, sister
corporation, parents, successors, assigns, legal
representatives, heirs or executors:
Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Bustello
Xxxxxx Xxxx
E. Xxxxx XxXxxx
Consumer Insurance Company
Advisory Services, Inc.
CIC Fund V, Inc.
Xxxxxxx X. Xxxxxx
Any shareholder of any corporation listed herein
AutoPrime, Inc.
AutoCorp Equities, Inc.
CIC Holdings, Inc.
Consumer Investment Corporation
Lenders Liquidation Centers, Inc.
Lenders Auto Resalers of Texas, Inc.
Consumer Insurance Company, and
(ii) any past, present or future obligation, duty,
responsibility, representation, omission, action, failure to
act, performance, non-performance, or other activity, known or
unknown, and directly or indirectly arising from or related to
the Transaction.
4. Immediately upon Indemnitors' receipt of Indemnitee's written
notice of any claims or asserted claims against the
Indemnitee or which may affect the Indemnitee, coupled with
notice from the Indemnitee of the Indemnitee's selection of
counsel and other professionals, if any, to represent
Indemnitee's interests, the Indemnitors, and both of them,
shall make financial arrangements with the Indemnitee and
its selected professionals, sufficient in Indemnitee's sole
reasonable judgment to fully protect Indemnitee's interests
and satisfy Indemnitee's obligations to its professionals.
Indemnitee shall have sole control of the protection of its
interests, and of all negotiations, settlements and
litigation with respect thereto, but shall keep Indemnitors
reasonably informed of all actions taken with respect to
claims made against the Indemnitee. If any claim shall
result in any settlement involving, judgment against, or
other economic or business detriment to, the Indemnitee,
upon written demand from the Indemnitee, the Indemnitors
shall promptly pay to the Indemnitee, or its designee(s),
any sums needed to fully satisfy, or compensate the
Indemnitee for, any such settlement judgment, or economic or
business detriment.
5. This Agreement is binding upon the parties hereto, their
successors and assigns; may not be assigned in whole or in
part without the prior written consent of AutoPrime; shall be
construed under the laws of the State of Nevada; and, with
respect to any disputes arising hereunder, shall be
interpreted, construed and enforced only by a court of
competent jurisdiction located in Dallas, Dallas County,
Texas.
6. If any party shall breach any provision of this Agreement, or
fail to timely and promptly perform as required hereunder,
shall be liable to all other parties for all damages directly
or indirectly to such breach, including, as damages, all
attorneys fees, costs and expenses paid or incurred by the
non-breaching party(ies) in the protection, preservation or
prosecution of any rights or benefits directly or indirectly
arising under or related to this Agreement.
Executed this 30 day of December, 1998.
CONSUMER INVESTMENT CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
LENDERS LIQUIDATORS CENTER, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
AUTOCORP EQUITIES, INC.
By:/s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
