EX-10
Exhibit 10.5.5 Amend to Agmt/Amer Honda & Lithia
EXHIBIT 10.5.5
AMENDMENT TO AGREEMENT BETWEEN
AMERICAN HONDA MOTOR CO., INC.
AND
LITHIA MOTORS, INC. ET AL.
This Amendment is dated October 2 , 1997 (the "Amendment") and
amends the Agreement between American Honda Motor Co., Inc. and Lithia
Motors, Inc. et al., effective December 17, 1996 (the "Agreement).
1. Except to the extent it is amended hereby, the Agreement
shall remain in full force and effect. The capitalized terms used herein are
defined in the Agreement.
2. Schedule A to the Agreement is hereby amended to add the
following:
"Lithia BB, Inc.
dba Lithia Acura of Bakersfield
0000 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Provided that the Lithia Parties are in compliance with all terms
and conditions of the Agreement, AHM hereby authorizes Lithia Motors to
acquire the Acura dealership in Bakersfield, California which is currently
owned by Nissan-BMW, Inc. and is doing business as Acura of Bakersfield. AHM
understands that, for a period of no greater than sixty (60) days from the
date of acquisition of such Bakersfield Acura dealership, such dealership may
be referred to as "Lithia Acura of Bakersfield". Lithia Motors agrees that
on or before the end of such sixty (60) day period, it will remove any
reference to "Lithia" from the d/b/a of this dealership and any other Acura
or Honda dealership owned by Lithia Motors or any of its Affiliates and
change the d/b/a of such Bakersfield dealership to Acura of Bakersfield or
such other d/b/a which is acceptable to AHM."
3. Paragraph 1.8 of the Agreement is amended to insert in line
15 between the words "unsatisfactory." and "Unless", the following:
"Notwithstanding the immediately preceding sentence, as long as
control of Lithia Motors remains in the hands of persons or entities approved
by AHM, it is not AHM's intention to restrict reputable banks, mutual funds,
insurance companies, and/or pension funds (collectively referred to herein as
"Institutional Investors") from acquiring up to 10% of Lithia Stock.
Therefore, the parties further agree that, unless such Institutional Investor
(i) is owned or controlled by or has a substantial economic interest in an
entity that competes with AHM or its parent, subsidiaries or Affiliates in
manufacturing, marketing, or selling automotive products or services (not
including an interest in a dealership selling products manufactured by a
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competing automobile manufacturer); or (ii) has criminal affiliations or a
criminal record; or (iii) has acquired, or has a reasonable likelihood of
acquiring, a controlling interest in Lithia Motors, acquisition of up to 1 0%
of Lithia Stock by such Institutional Investor shall be presumed not to be
detrimental to AHM's interests. The parties further agree.that acquisition
or control of more than 10% of Lithia Stock by any party shall be subject to
AHM's right of disapproval pursuant to the standards set forth above with
respect to parties that acquire 5% or more of Lithia Stock.
Lithia Motors agrees that it will provide AHM with notice of any
acquisition or proposed acquisition of Lithia Stock of which it becomes aware
with respect to which AHM has a right of disapproval pursuant to this Section
1.8. Lithia Motors shall make its best efforts to obtain an d provide to AHM
such documentation and information pertaining to the party or parties that
have acquired or are proposing to acquire the Lithia Stock that AHM would
reasonably need to exercise its right of disapproval."
4. Paragraph 3.1 of the Agreement is amended to change both
current references to December 31, 1997 to October 1, 1998. In addition, the
following language is inserted at the end of Paragraph 3.1: "The currently
non-exclusive Acura Dealership Operations in Bakersfield, California that are
being acquired by Lithia Motors will, by no later than October 1, 1998, be
conducting all business in a separate, freestanding exclusive new facility
built and maintained in full compliance and conformity with Acura's designs
and specifications, including Acura's minimum land and building requirements,
as detailed within the Acura Facility Upgrade Program or such other standards
and guidelines published by AHM. Such new, exclusive Acura dealership
facility will be located on a site acceptable to AHM. By no later than
October 1, 1998, the aforementioned Acura Dealership Operations in
Bakersfield will also be under, and will continuously remain under, a
separate corporation formed exclusively for said dealership."
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5. The Agreement, as amended hereby, is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.
LITHIA MOTORS, INC.
By: /s/ Xxxxxx X. xxXxxx
-------------------------------------
Title: Chairman
LITHIA HOLDING, LLC
By: /s/ Xxxxxx X. xxXxxx
-------------------------------------
Title: Managing Member
LITHIA HS, INC.
By: /s/ Xxxxxx X. xxXxxx
-------------------------------------
Title: President
LITHIA HPI, LLC.
By: /s/ Xxxxxx X. xxXxxx
-------------------------------------
Title: President
/s/ M.L. Xxxx Xxxxxxx
------------------------------------------
M.L. Xxxx Xxxxxxx
/s/ Xxxxxx X. xxXxxx
------------------------------------------
Xxxxxx X. xxXxxx
//R. Xxxxxxxx Xxxx
------------------------------------------
R. Xxxxxxxx Xxxx
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AMERICAN HONDA MOTOR CO., INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxx
Executive Vice President
Automobile Sales Division
AMERICAN HONDA MOTOR CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
Acura Division
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