Exhibit 10.4a
AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT
FOR THE MUTUAL REFERRAL OF ACQUISITION OPPORTUNITIES
THIS AMENDMENT (this "Amendment") is made and entered into as of this 21st
day of October, 1998, by and between MAR MAR REALTY L.P., a Delaware limited
partnership ("MMR") and SONIC AUTOMOTIVE, INC., a Delaware corporation ("SAI").
RECITALS
A. MMR and SAI are parties to a certain Strategic Alliance Agreement and
Agreement for the Mutual Referral of Acquisition Opportunities dated as of July
9, 1998 (the "Original Agreement").
B. MMR and SAI desire to amend the Original Agreement on the terms and
conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable considerations, cash to the other in hand paid, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Definitions. Capitalized terms used herein and not defined in this
Amendment shall have the meanings assigned to such terms in the Original
Agreement. The term "Agreement" when used herein shall mean the Original
Agreement as amended hereby.
2. Term. Section 15 of the Original Agreement is hereby deleted in
its entirety and the following substituted in lieu thereof.
"Section 15. Term. The term of this Agreement shall be for three (3)
years, commencing on the date hereof and expiring on July 8, 2001. The
term shall be automatically extended for additional one (1) year periods
until terminated by MMR or SAI by written notice to the other given at
least sixty (60) days prior to the expiration of the then current term."
3. Consulting Services. In the event MMR is not required under the
Agreement to refer, or SAI determines not to act on the referral of, a
Dealership acquisition opportunity, then, at the request of MMR, SAI shall
provide the following services to MMR in connection with the acquisition
of the Real Property associated with such Dealership.
(i) financial, management and operational analysis, including the
review of financial books and records of such associated Dealership;
(ii) analysis of the franchise relationship and agreement which such
associated Dealership has with its manufacturers;
(iii) market analysis of the associated Dealership, and
(iv) such other services as SAI and MMR shall reasonably agree are
to be provided in connection therewith.
4. Referrals. Nothing in this Agreement shall preclude MMR or SAI from
referring Dealership or Real Property acquisition opportunities, as the
case may be, to others in the event MMR and SAI, as the case may be, does
not have the financial ability to consummate the acquisition of a
Dealership or Real Property, as the case may be. No later than ten (10)
days after receipt of a referral from the other party, the receiving party
shall notify the sending party whether it is interested in such
acquisition opportunity and provide assurance of its financial ability to
consummate the referred acquisition opportunity. If the receiving party
fails to so notify the referring party, then the receiving party shall be
deemed to have elected to decline such acquisition opportunity.
5. Headings. The paragraph heading are inserted for convenience only
and are in no way intended to describe, interpret, define or limit the
scope or content of this Amendment or any provision hereof.
6. Construction. Words of any gender used in this Amendment shall be
held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the
context requires otherwise. Any disputes regarding the interpretation of
any portion of this Amendment shall not be presumptively construed against
the drafting party.
7. Applicable law. This Amendment shall be governed by the laws of
the State of North Carolina, notwithstanding conflicts of laws or choice
of laws principles to the contrary.
8. Invalidity. If any provision of this Amendment shall be declared
invalid or unenforceable, the remainder of this Amendment shall continue
in full force and effect.
9. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
10. Counterparts. This Amendment may be executed in two (2) or more
counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized and empowered officers, partners or members,
as of the day and year first above written.
SAI: MMR:
SONIC AUTOMOTIVE, INC. MAR MAR REALTY L.P.
By: Mar Mar Realty Trust
Its: General Partner
By: /s/ O. XXXXXX XXXXX By: /s/ XXXX XXXXXXXXXX
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Name: Name: Xxxx Xxxxxxxxxx
Title: Title: EVP-COO
