EXHIBIT 10.5
AGREEMENT
THIS AGREEMENT dated as of the 5th day of August, 1999 (this "Agreement"),
by and among SONIC AUTOMOTIVE, INC., a Delaware corporation ("Sonic
Automotive"), SONIC FINANCIAL CORPORATION, a North Carolina corporation ("SFC"),
and O. XXXXXX XXXXX, an individual residing in the State of North Carolina
("Xxxxx").
RECITALS:
This Agreement is entered into based on the following facts, intentions and
understandings:
a. SFC and Xxxxx own, directly or indirectly, all of the issued
and outstanding equity interests of MMR Holdings, L.L.C., MMR Viking
Investment Associates, L.P. and MMR Tennessee, L.L.C. (collectively,
the "Mar Mar Group"); and
b. Sonic Automotive and/or its subsidiaries lease numerous
automobile dealership properties from various members of the Mar Mar
Group; and
c. SFC and Xxxxx have agreed to sell (the "Sale Transaction") all
of the issued and outstanding equity interests of the Mar Mar Group to
CAR MMR L.L.C. ("CAR") pursuant to an Acquisition Agreement among CAR,
SFC, Xxxxx and the Mar Mar Group; and
d. CAR is requiring as a condition precedent to its purchase of
the equity interests of the Mar Mar Group from SFC and Xxxxx that
Sonic Automotive enter into the so-called "Sonic Agreement" with CAR
(the "Sonic Agreement"), pursuant to which, among other things, Sonic
Automotive would agree to certain changes in the various lease
agreements currently in effect between Sonic Automotive and/or its
subsidiaries, as tenants, and various members of the Mar Mar Group, as
landlords, including but not limited to (i) Sonic Automotive's
agreement to amend and restate all of such leases pursuant to a new
standardized form of lease to be agreed upon between Sonic Automotive
and CAR, and (ii) Sonic Automotive's agreement to renew at least 75%
of the current leases between Sonic Automotive and/or its
subsidiaries, as tenant, and members of the Mar Mar Group, as
landlord, at the end of the terms of such leases.
NOW, THEREFORE, in order to induce Sonic Automotive to enter into the Sonic
Agreement and to otherwise participate in the Sale Transaction, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. PAYMENT BY SFC AND XXXXX TO SONIC AUTOMOTIVE. As promptly as
possible after the closing of the Sale Transaction, SFC and Xxxxx shall pay over
to Sonic Automotive all of the profits received by SFC and Xxxxx from the Sale
Transaction, less (i) the direct and indirect expenses of the Sale Transaction
paid or incurred by SFC and Xxxxx, and (ii) a return of 14% annually to SFC and
Xxxxx on their initial investments in the Mar Mar Group, net of any advances
made by Sonic Automotive to any member of the Mar Mar Group.
SECTION 2. GENERAL PROVISIONS. (a) This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the parties and their successors
and assigns; (b) Nothing in this Agreement shall give any person, other than the
parties and their successors and assigns, any rights, remedies or other
benefits; (c) This Agreement shall not be assignable by any party without the
prior written consent of the other parties hereto; (d) This Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter contained in it and supersedes all prior agreements, representations and
understandings with respect to the subject matter; (e) No amendment or
modification of this Agreement shall be binding unless in writing and signed by
each of the parties; (f) In the event that any provision of this Agreement, or
part thereof, shall be held to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall not be affected thereby; and (g)
This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first stated above.
SONIC AUTOMOTIVE, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, Vice President -
Finance and Chief Financial Officer
SONIC FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
By: /s/ O. Xxxxxx Xxxxx
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O. XXXXXX XXXXX
