TOYOTA DEALER AGREEMENT
This is an Agreement between Southeast Toyota Distributors, Inc. (DISTRIBUTOR),
and Xxxxxx Xxxxx Corporation (DEALER), a(n) [ ] individual, [ ] partnership, [X]
corporation. If a corporation, DEALER is duly incorporated in the State of North
Carolina and doing business as Town & Country Toyota.
PURPOSES AND OBJECTIVES OF THIS AGREEMENT
DISTRIBUTOR sells Toyota Products which are manufactured or approved by Toyota
Motor Corporation (FACTORY) and imported and/or sold to DISTRIBUTOR by Toyota
Motor Sales, U.S.A., Inc. (IMPORTER). It is of vital importance to DISTRIBUTOR
that Toyota Products are sold and serviced in a manner which promotes consumer
confidence and satisfaction and leads to increased product acceptance.
Accordingly, DISTRIBUTOR has established a network of authorized Toyota dealers,
operating at approved locations and pursuant to certain standards, to sell and
service Toyota Products. DEALER desires to become one of DISTRIBUTOR's
authorized dealers. Based upon the representations and promises of DEALER, set
forth herein, DISTRIBUTOR agrees to appoint DEALER as an authorized Toyota
dealer and welcomes DEALER to DISTRIBUTOR'S network of authorized dealers of
Toyota Products.
This Agreement sets forth the rights and responsibilities of DISTRIBUTOR as
seller and DEALER as buyer of Toyota Products. DISTRIBUTOR enters into this
Agreement in reliance upon DEALER's integrity, ability, assurance of personal
services, expressed intention to deal fairly with the consuming public and with
DISTRIBUTOR, and promise to adhere to the terms and conditions herein. Likewise,
DEALER enters into this Agreement in reliance upon DISTRIBUTOR'S promise to
adhere to the terms and conditions herein. DISTRIBUTOR and DEALER shall refrain
from conduct which may be detrimental to or adversely reflect upon the
reputation of the FACTORY, IMPORTER, DISTRIBUTOR, DEALER or Toyota Products in
general. The parties acknowledge that the success of the relationship between
DISTRIBUTOR and DEALER depends upon the mutual understanding and cooperation of
both DISTRIBUTOR and DEALER.
Dealer Code 32112
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I. RIGHTS GRANTED TO THE DEALER
Subject to the terms of this Agreement, DISTRIBUTOR hereby grants DEALER
the non-exclusive right:
A. To buy and resell the Toyota Products identified in the Toyota Product
Addendum hereto which may be periodically revised by IMPORTER;
B. To identify itself as an authorized Toyota dealer utilizing approved
signage at the location(s) approved herein;
C. To use the name Toyota and the Toyota Marks in the advertising,
promotion, sale and servicing of Toyota Products in the manner herein
provided.
DISTRIBUTOR reserves the unrestricted right to sell Toyota Products and to
grant the privilege of using the name Toyota or the Toyota Marks to other
dealers or entities, wherever they may be located.
II. RESPONSIBILITIES ACCEPTED BY THE DEALER
DEALER accepts its appointment as an authorized Toyota dealer and agrees
to:
A. Sell and promote Toyota Products subject to the terms and conditions
of this Agreement;
B. Service Toyota Products subject to the terms and conditions of this
Agreement;
C. Establish and maintain satisfactory dealership facilities at the
location(s) set forth herein; and
D. Make all payments to DISTRIBUTOR when due.
III. TERM OF AGREEMENT
This Agreement is effective this 6th day of August, 1996 and shall continue
for a period of (24) Months , and shall expire on August 5, 1998 unless
ended earlier by mutual agreement or terminated as provided herein. This
Agreement may not be continued beyond its expiration date except by written
consent of DISTRIBUTOR and IMPORTER.
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IV. OWNERSHIP OF DEALERSHIP
This Agreement is a personal service Agreement and has been entered into by
DISTRIBUTOR in reliance upon and in consideration of DEALER's
representation that only the following named persons are the Owners of
DEALER, that such persons will serve in the capacities indicated, and that
such persons are committed to achieving the purposes, goals and commitments
of this Agreement:
OWNERS' PERCENT OF
NAMES TITLE OWNERSHIP
----- ----- ---------
O. Xxxxxx Xxxxx PRES 80.0%
Xxxxxxx X. Xxxx VP GM 20.0%
V. MANAGEMENT OF DEALERSHIP
DISTRIBUTOR and DEALER agree that the retention of qualified management is
of critical importance to satisfy the commitments made by DEALER in this
Agreement. DISTRIBUTOR, therefore, enters into this Agreement in reliance
upon DEALER's representation that Xxxxxxx X. Xxxx , and no other person,
will exercise the function of General Manager, be in complete charge of
DEALER'S operations, and will have authority to make all decisions on
behalf of DEALER with respect to DEALER'S operations. DEALER further agrees
that the General Manager shall devote his or her full efforts to DEALER'S
operations.
VI. CHANGE IN MANAGEMENT OR OWNERSHIP
This is a personal service contract. DISTRIBUTOR has entered into this
Agreement because DEALER has represented to DISTRIBUTOR that the Owners and
General Manager of DEALER identified herein possess the personal
qualifications, skill and commitment necessary to ensure that DEALER will
promote, sell and service Toyota Products in the most effective manner,
enhance the Toyota image and increase market acceptance of Toyota Products.
Because DISTRIBUTOR has entered into this Agreement in reliance upon these
representations and DEALER's assurances of the active involvement of such
persons in DEALER operations, any change in ownership, no matter what the
share or relationship between parties, or any changes in General Manager
from the person specified herein, requires the prior written consent of
DISTRIBUTOR, which DISTRIBUTOR shall not unreasonably withhold.
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DEALER agrees that factors which would make DISTRIBUTOR's withholding of
consent reasonable would include, without limitation, the failure of a new
Owner or General Manager to meet DISTRIBUTOR'S standards with regard to
financial capability, experience and success in the automobile dealership
business.
VII. APPROVED DEALER LOCATIONS
In order that DISTRIBUTOR may establish and maintain an effective network
of authorized Toyota dealers, DEALER agrees that it shall conduct its
Toyota operation only and exclusively in facilities and at locations herein
designated and approved by DISTRIBUTOR. DISTRIBUTOR hereby designates and
approves the following facilities as the exclusive location(s) for the sale
and servicing of Toyota Products and the display of Toyota Marks:
New Vehicle Sales and Showroom Used Vehicle Display and Sales
------------------------------ ------------------------------
0000 Xxxxx Xxxxxxxxx 0000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Sales and General Office Body and Paint
------------------------ --------------
Same as above Same as above
Parts Service
----- -------
Same as above Same as above
Other Facilities
----------------
Storage
Same as above
DEALER may not, either directly or indirectly, display Toyota Marks or
establish or conduct any dealership operations contemplated by this
Agreement, including the display, sale and servicing of Toyota Products, at
any location or facility other than those approved herein without the prior
written consent of DISTRIBUTOR. DEALER may not modify or change the usage
or function of any location or facility approved herein or otherwise
utilize such locations or facilities for any functions other than the
approved function(s) without the prior written consent of DISTRIBUTOR.
VIII. PRIMARY MARKET AREA
DISTRIBUTOR will assign DEALER a geographic area called a Primary Market
Area ("PMA"). The PMA is used by DISTRIBUTOR to evaluate DEALER's
performance of its obligations,
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among other things. DEALER agrees that it has no exclusive right to any
such PMA. DISTRIBUTOR may add new dealers, relocate dealers, or adjust
DEALER'S PMA as it reasonably determines is necessary. DEALER'S PMA is set
forth on the PMA Addendum hereto.
Nothing contained in this Agreement, with the exception of Section XIV(B),
shall limit or be construed to limit the geographical area in which, or the
persons to whom, DEALER may sell or promote the sale of Toyota products.
IX. STANDARD PROVISIONS
The "Toyota Dealer Agreement Standard Provisions" are incorporated herein
and made part of this Agreement as if fully set forth herein.
X. ADDITIONAL PROVISIONS
In consideration of DISTRIBUTOR'S agreement to appoint DEALER as an
authorized Toyota dealer, DEALER further agrees:
1) Dealer agrees to achieve, prior to the expiration of this Agreement
and to thereafter maintain throughout the duration of this Agreement,
Toyota car and truck penetration in its Primary Market Area that is at
least equal to the Region's penetration rate.
2) Dealer agrees to achieve 100 percent car sales efficiency prior to the
expiration of this Agreement and to thereafter maintain 100 percent
car sales efficiency throughout the duration of this Agreement.
3) Dealer agrees to achieve and maintain, prior to the expiration of this
Agreement, a satisfactory customer satisfaction performance, as
measured by all applicable standards established by Toyota Motor
Sales, U. S. A., Inc., and which are modified from time to time.
4) If, at any time during the term of this Agreement, all of the
Additional Provisions set forth above have been attained and
maintained for a continuous period of six (6) months and dealer has
complied with Distributor's policies concerning truck sales
efficiency, profitability, Net Working Capital, debt-to-equity and
facility, then Distributor will immediately recommend to Importer that
dealer be granted a Six (6) Year Renewal Agreement.
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XI. EXECUTION OF AGREEMENT
Notwithstanding any other provision herein, the parties to this Agreement,
DISTRIBUTOR and DEALER, agree that this Agreement shall be valid and
binding only if it is signed:
A. On behalf of DEALER by a duly authorized person;
B. On behalf of DISTRIBUTOR by the President and/or an authorized General
Manager, if any, of DISTRIBUTOR, and
C. On behalf of IMPORTER, solely in connection with its limited
undertaking herein, by President of IMPORTER
XII. CERTIFICATION
By their signatures hereto, the parties agree that they have read and
understand this Agreement, including the Standard Provisions incorporated
herein, are committed to its purposes and objectives and agree to abide by
all of its terms and conditions.
Xxxxxx Xxxxx Corporation d/b/a
Town & Country Toyota
---------------------------------------------------------------------DEALER
(Dealer Entity Name)
Date: 6/20/96 By: /s/ O. Xxxxxx Xxxxx Pres.
------------ --------------------------- -----------------------
Signature Title
Date: By:
------------ --------------------------- -----------------------
Signature Title
Southeast Toyota Distributors, Inc.
----------------------------------------------------------------DISTRIBUTOR
(Distributor Name
Date: 7/3/96 By: /s/ Xxxx Xxxxxxxx, Jr. General Manager
------------ --------------------------- -----------------------
Signature Title
Xxxx Xxxxxxxx, Jr.
Date: By:
------------ --------------------------- -----------------------
Signature Title
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Undertaking by IMPORTER: In the event of termination of this Agreement by virtue
of termination or expiration of DISTRIBUTOR's contract with IMPORTER, IMPORTER,
through its designee, will offer DEALER a new agreement of no less than one
year's duration and containing the terms of the Toyota Dealer Agreement then
prescribed by IMPORTER
TOYOTA MOTOR SALES, U.S.A., INC.
Date: 8/6/96 By: /s/ X. Xxxxxxxx President
---------------- -------------------------------- -------------------
X. Xxxxxxxx Signature Title
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Map
CHARLOTTE M - TOWN & COUNTRY TOYOTA
PMA Shaded/ZIP codes outlined in Blue
[GRAPHIC OMITTED]
Map
CHARLOTTE M - TOWN & COUNTRY TOYOTA
PMA Shaded/ZIP codes outlined in Blue
[GRAPHIC OMITTED]
Map
CHARLOTTE M - TOWN & COUNTRY TOYOTA
PMA Shaded/Census Tracts outlined in Black
[GRAPHIC OMITTED]
DEFINITION: A-ORIGINAL DATE: 07/30/97
PMA 0503100012000001 TOWN & COUNTRY TOYOTA ZIP / ZIP*
p28130 28134 28202 28203 28208 28209 28210 28214 28216 28217 p28219
p28220 p28224 28226 p28228 p2823O p28231 p28232 p28233 p28234 p28235
p28236 p28237 p2824 p28242 p28243 p28244 p28246 p28247 p28250 p28255
p2826O p28261 p28265 p28266 p28272 p28274 p28275 28277 p28280 p28281
p28282 p28283 p28284 p28285 p28286 p28287 p28288 p28289 p28290 p28296
p28297
28078(45%) 28105(20%) 28110(2%) 28112(10%) 28173(89%) 28204(40%)
28206(12%) 28207(46%) 28211(35%) 28269(8%) 28273(95%) 28278(10%)
29715(53%) 29720(29%)
DEFINTION: A-ORIGINAL DATE: 07/30/96
PMA 0503100012000001 TOWN & COUNTRY TOYOTA Tract / Tract*
37-119-1 2 3 4 5 6 26 27 29.01 29.03 29.04 30.05 30.06 30.07
30.08 30.09 31.02 31.03 31.04 31.05 32.98 33 34 35 36 37 38.03
38.04 38.98 39.01 39.02 40 41 42 43.01 43.02 44 45 46 47 48 49
50 54.01 58.06 58.07 58.08 58.09 58.10 59.01 59.03 60.01 60.02
61 62.02 00-000-000 00-00-000 112 45-91-610.01
TOYOTA DEALER
MINIMUM NET WORKING CAPITAL AGREEMENT
THIS AGREEMENT, made as of the 13th day of December, by and between XXXXXX XXXXX
CORPORATION DBA TOWN & COUNTRY TOYOTA a(as) ___ Individual ___Partnership _X_
Corporation, located at 0000 XXXXX XXXX. XXXXXXXXX XX Dealer Code 32112
(hereinafter called "DEALER") and SOUTHEAST TOYOTA, INC. (hereinafter called
"DISTRIBUTOR").
DEALER and DISTRIBUTOR have entered into a Toyota Dealer Agreement dated June
20, 1994 and net working capital requirements have been established in an effort
to ensure that there is sufficient capital available for the growth of a dealer.
The net working capital requirements are the established minimums. The term "net
working capital" shall mean the difference between current assets and current
liabilities plus the current portion of long-term debt.
DEALER and DISTRIBUTOR mutually agree as follows:
1. That it is considered necessary for the proper operation of DEALER's
business that DEALER should have, maintain and actually employ in its
business $1,370,635 of net working capital.
2. That as of the 21 ST day of NOVEMBER 1995 ,DEALER meets or exceeds the
Net Working Capital requirement as documented on DEALER's OCTOBER 1995
Year-To-Date Financial Statement or Pro Forma dated_________________.
OR
3. That as of the _____day of _______ , DEALER is deficient $_________ in
Net Working Capital, as documented on DEALER'S _______, Year-To-Date
Financial Statement.
Dealer is required to remedy the Net Working deficiency as stated in
Paragraph 3 above no later than ____________
4. If, because of changed conditions, it should become necessary to
revise the minimum amount of net working capital deemed to be
necessary to conduct DEALER's business properly, DISTRIBUTOR shall
have the right to revise DEALER's minimum net working capital
requirement to be used in dealership's operation and DEALER agrees to
meet the new standard within a reasonable period of time.
5. This Agreement is incorporated in and made a part of the aforesaid
Toyota Dealer Agreement and any subsequent Toyota Dealer Agreement
entered into between DEALER and DISTRIBUTOR.
DEALER: DISTRIBUTOR:
XXXXXX XXXXX CORPORATION DBA TOWN & COUNTRY TOYOTA SOUTHEAST TOYOTA, INC.
-------------------------------------------------- ------------------------
DEALER ENTITY NAME DISTRIBUTOR NAME
By /s/ [illegible] By /s/ [illegible]
------------------------------ ----------------------
V.P. General Manager
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Title Title
