EXHIBIT 10.16
MERCEDES-BENZ OF NORTH AMERICA, INC.
MERCEDES-BENZ PASSENGER CAR
DEALER AGREEMENT
This PASSENGER CAR DEALER AGREEMENT is effective as of the day last set
forth below by and between Mercedes-Benz of North America, Inc. ("MBNA") and the
natural person or entity identified as "Dealer" in the Final Paragraph of this
Agreement.
MERCEDES-BENZ STATEMENT OF COMMITMENT
This Agreement states the commitment of MBNA and Dealer to each other as well as
their relationship to the owners of Mercedes-Benz Passenger Car Products.
MBNA, the exclusive distributor of Mercedes-Benz Passenger Car Products in the
United States of America and its territories and possessions, brings to this
relationship the peerless reputation and image of Mercedes-Benz through the
embodiment of the "Three-Pointed Star." MBAG has produced automobiles longer
than any other manufacturer in the world. It has never let sheer numbers of
production, or the requirement of transportation alone, become the yardstick for
the design of its products. Its devoted craftsmen have built, and continue to
build, the finest automobiles in the world. Mercedes-Benz automobiles are not
made for the affluent only or for a single country. Since 1886, Mercedes-Benz
automobiles have been and continue to be the pride of discriminating owners all
over the world.
Mercedes-Benz passenger car dealers are community leaders whose reputation,
integrity and expertise are essential to the sale and servicing of Mercedes-Benz
Passenger Cars. They must have well-located places of business with outstanding
sales, service and parts facilities; they must be staffed by courteous and
well-trained personnel who are dedicated to serving Mercedes-Benz customers
during the acquisition and ownership experience; and they must be focused on
attaining the collective long-term goals reflected herein as well as their own
individual goals.
Mercedes-Benz owners are loyal, devoted and proud; but they are also demanding
towards the factory as far as the product is concerned and towards the dealer as
to how it is sold and serviced. MBNA and Dealer are committed to meeting and,
where possible, exceeding those high expectations.
By executing this Agreement, and pursuant to its terms, MBNA and its
Mercedes-Benz passenger car dealers dedicate themselves jointly to serving and
satisfying the past, present and future owners of Mercedes-Benz Passenger Car
Products.
A. APPOINTMENT OF DEALER
MBNA hereby appoints Dealer and grants it the non-exclusive right to buy
and resell Mercedes-Benz Passenger Car Products. Dealer accepts such
appointment and understands that its appointment as a Dealer (i) does not
grant it an exclusive right to sell Mercedes-Benz Passenger Car Products
in its Area of Influence or in any other geographic area, and (ii) does
not grant it any right to buy or resell vehicles or other products that
are not Mercedes-Benz Passenger Car Products.
B. TERM
This Agreement shall have a term commencing on its effective date and
continuing until the date set forth in the Final Paragraph.
C. ADDITIONAL PROVISIONS
The accompanying Mercedes-Benz Passenger Car Dealer Agreement Standard
Provisions, Dealer Facility Space Analysis Addendum, Dealer Operating
Requirements Addendum, Dealer Area of Influence Addendum, Dealer
Improvement Addendum (if applicable) and Dealer Advertising Guidelines are
hereby incorporated into and made a part of this Agreement. Dealer further
agrees to be bound by and comply with the Warranty Manual, Corporate
Identity Manual and all other manuals, bulletins, instructions and
directives issued to Dealer by MBNA.
D. DEALER OWNERSHIP
This is a personal services agreement. MBNA is entering into this
Agreement in reliance upon the personal qualifications, reputation,
integrity and expertise of Owners and upon their representation that they
are committed to achieving the purposes and goals of this Agreement.
Dealer agrees that there will be no change in the identity of Owner or in
Dealer's ownership, name, identity, business organization or structure
without the prior written consent of MBNA, which consent shall not be
unreasonably withheld. If Dealer is a corporation, Dealer agrees to notify
MBNA in writing of any change in the identity of its officers or
directors.
E. DEALER MANAGEMENT
MBNA and Dealer agree that qualified dealership management is critical to
the successful operation of Dealer. Dealer agrees, and MBNA enters into
this Agreement on the condition, that at least one Owner, the Dealer
Operator, shall have full managerial authority for Dealership Operations,
shall continually provide his or her personal services in operating the
dealership, and shall be physically present at the Dealership Facilities
on a full-time basis. If the Dealer Operator has or in the future acquires
an ownership interest in another Mercedes-Benz passenger car dealer where
he or she desires to serve temporarily as the Dealer Operator, MBNA shall
give Dealer and the other dealer a reasonable period of time within which
to designate a separate and distinct Dealer Operator satisfactory to MBNA
for each such dealer. Dealer agrees that there will be no change in the
identity of the Dealer Operator without the prior written consent of MBNA,
which consent shall not be unreasonably withheld.
F. DEALERSHIP FACILITIES
Dealer agrees that the Dealership Facilities shall satisfy all applicable
provisions of this Agreement, including the facility, space, appearance,
layout, equipment and corporate identification requirements in the Dealer
Operating Requirements Addendum, Dealer Facility Space Analysis Addendum
and Corporate Identity Manual. Unless otherwise provided in the Dealer
Facility Space Analysis Addendum, MBNA hereby approves the location(s) of
the Dealership Facilities identified in the Final Paragraph for the
exclusive purpose of: (i) showroom and sales facility for Mercedes-Benz
Passenger Cars; (ii) service and parts facility for Mercedes-Benz
Passenger Cars; (iii) facilities for display and sale of pre-owned
Mercedes-Benz vehicles; and (iv) if applicable, other facilities for such
other purpose(s) as may be identified in the Final Paragraph. Dealer shall
not move, relocate or change the designated usage or function of the
Approved Location(s) or any of the Dealership Facilities without the prior
written consent of MBNA. In particular, Dealer shall not add sales,
service or parts operations for any other line of vehicles to the
Dealership Facilities or at the Approved Location(s) without the prior
written consent of MBNA.
G. MERCEDES-BENZ PARTNERSHIP GROUPS
MBNA and Dealer agree that it is in their mutual interest to create the
Mercedes-Benz National Partnership Group and Regional Partnership Groups.
Subject to their respective by-laws and procedures, the National
Partnership Group shall act as liaison between MBNA and the dealer body,
conveying to MBNA's management the views, recommendations and suggestions
of the dealer body on those matters of importance affecting the mutual
interests of MBNA and Mercedes-Benz passenger car dealers generally, while
the Regional Partnership Groups shall xxxxxx open and frequent
communications between MBNA's regional management and the dealer body on
such issues. Each Mercedes-Benz passenger car dealer is encouraged to
express its views on such issues to MBNA through its Regional Partnership
Group. Dealer agrees to support the National Partnership Group and its
Regional Partnership Group.
H. MODIFICATION OF AGREEMENT
No waiver, modification or change of any of the terms of this Agreement or
change or erasure of any printed part of this Agreement or addition to it
(except filling of blank spaces and lines) will be valid or binding on
MBNA unless approved in writing by the President or a Vice President of
MBNA.
I. EXECUTION OF AGREEMENT
This Agreement shall not become effective until signed by a duly
authorized officer of Dealer, if a corporation; or by one of the general
partners of Dealer, if a partnership; or by the named individual if a sole
proprietorship; and countersigned by the President or a Vice President of
MBNA.
J. MUTUAL RELEASE
Each party hereby releases the other from any and all claims and causes of
action that it may have against the other for money damages arising from
any event occurring up to
and including the effective date of this Agreement, except for any
accounts payable by one party to the other reflected on the Mercedes-Benz
Consolidated Financial Statement or adjustments to any prior payment,
credit or other benefit arising from any audit or other examination
conducted by MBNA with respect thereto. This mutual release does not
extend to claims that either party does not know or reasonably suspect to
exist in its favor as of the effective date of this Agreement or that
arise under Section XIII of the Standard Provisions to this Agreement.
K. CERTIFICATION
By their signatures below, the parties certify that they have read and
understand this Agreement, including all of the additional provisions
incorporated herein, and agree to be bound by and comply with all of its
terms and conditions.
FINAL PARAGRAPH
Dealer is CFP MOTORS, LTD. , a (an) LIMITED PARTNERSHIP incorporated or formed
under the Laws of the State of FLORIDA doing business as XXXXXX MOTOR MALL
("Dealer"). Dealer is located in FORT XXXXXX, FLORIDA
City State
The Owners of Dealer (including all shareholders, general and limited partners,
and other owners) are as follows:
Percentage
Name Residence Interest
---------------------------- ----------------------------- ---------------
XXXXXX AUTOMOTIVE CORP 0000 XXXXXXXXXX XXX 00.00
XXXXXXXXXXXX, XX 00000
XXXXXX X. XXXXXXXXX 0000 XXXXXXXX XXXXX 00.00
XXXX XX. XXXXX, XX 00000
CF MOTOR CORP 0000 XXXXXXXXXX XXX 0.00
XXXXXXXXXXXX, XX 00000
The Dealer Operator of Dealer is as follows:
Name Residence
--------------------------------- ------------------------------------------
XXXXXX X. XXXXXXXXX 0000 XXXXXXXX XXXXX
GENERAL MANAGER XXXX XX. XXXXX, XX 00000
XXXXXX XXXXXX 000 XXXXX XXXXX XXXX.
XXXXXXXXX XXXXX XXXXX XXXXX, XX 00000
Showroom and Sales Facility for Mercedes-Benz Passenger Cars located at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
Service and Parts Facility for Mercedes-Benz Passenger Cars located at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
Facilities for the display and sale of pre-owned Mercedes-Benz vehicles located
at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
FINAL PARAGRAPH
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the 30TH day of APRIL, 1997 at Montvale, New Jersey.
This Agreement shall have a term commencing on its effective date and continuing
until DECEMBER 31, 2001.
DEALER MERCEDES-BENZ OF NORTH AMERICA, INC.
By: By:
/s/ Xxxxxx X. Xxxxxx
----------------------------------- ------------------------
Xxxxxx X. Xxxxxx, President Vice President
Xxxxxx X. Xxxxxx, President Attested by:
---------------------------------------- /s/ Xxxxxxx XxXxxxx
Type Name and Title ------------------------
Attested by:
-------------------------
MERCEDES-BENZ OF NORTH AMERICA, INC.
MERCEDES-BENZ LIGHT TRUCK
DEALER AGREEMENT
This LIGHT TRUCK
DEALER AGREEMENT is effective as of the day
last set forth below by and between Mercedes-Benz of North America, Inc.
("MBNA") and the natural person or entity identified as "Dealer" in the Final
Paragraph of this Agreement.
MERCEDES-BENZ STATEMENT OF COMMITMENT
This Agreement states the commitment of MBNA and Dealer to each other as well as
their relationship to the owners of Mercedes-Benz Light Truck Products.
MBNA, the exclusive distributor of Mercedes-Benz Light Truck Products in the
United States of America and its territories and possessions, brings to this
relationship the peerless reputation and image of Mercedes-Benz through the
embodiment of the "Three-Pointed Star." MBAG has produced automobiles longer
than any other manufacturer in the world. It has never let sheer numbers of
production, or the requirement of transportation alone, become the yardstick for
the design of its products. Its devoted craftsmen have built, and continue to
build, the finest automobiles in the world. Mercedes-Benz automobiles are not
made for the affluent only or for a single country. Since 1886, Mercedes-Benz
automobiles have been and continue to be the pride of discriminating owners all
over the world.
Mercedes-Benz light truck dealers are community leaders whose reputation,
integrity and expertise are essential to the sale and servicing of Mercedes-Benz
Light Trucks. They must have well-located places of business with outstanding
sales, service and parts facilities; they must be staffed by courteous and
well-trained personnel who are dedicated to serving Mercedes-Benz customers
during the acquisition and ownership experience; and they must be focused on
attaining the collective long-term goals reflected herein as well as their own
individual goals.
Mercedes-Benz owners are loyal, devoted and proud; but they are also demanding
towards the factory as far as the product is concerned and towards the dealer as
to how it is sold and serviced. MBNA and Dealer are committed to meeting and,
where possible, exceeding those high expectations.
By executing this Agreement, and pursuant to its terms, MBNA and its
Mercedes-Benz light truck dealers dedicate themselves jointly to serving and
satisfying the past, present and future owners of Mercedes-Benz Light Truck
Products.
A. APPOINTMENT OF DEALER
MBNA hereby appoints Dealer and grants it the non-exclusive right to buy
and resell Mercedes-Benz Light Truck Products. Dealer accepts such
appointment and understands that its appointment as a Dealer (i) does not
grant it an exclusive right to sell Mercedes-Benz Light Truck Products in
its Area of Influence or in any other geographic
area, and (ii) does not grant it any right to buy or resell vehicles or
other products that are not Mercedes-Benz Light Truck Products.
B. TERM
This Agreement shall have a term commencing on its effective date and
continuing until the date set forth in the Final Paragraph.
C. ADDITIONAL PROVISIONS
The accompanying Mercedes-Benz Light Truck
Dealer Agreement Standard
Provisions, Dealer Facility Space Analysis Addendum, Dealer Operating
Requirements Addendum, Dealer Area of Influence Addendum, Dealer
Improvement Addendum (if applicable) and Dealer Advertising Guidelines are
hereby incorporated into and made a part of this Agreement. Dealer further
agrees to be bound by and comply with the Warranty Manual, Corporate
Identity Manual and all other manuals, bulletins, instructions and
directives issued to Dealer by MBNA.
D. DEALER OWNERSHIP
This is a personal services agreement. MBNA is entering into this
Agreement in reliance upon the personal qualifications, reputation,
integrity and expertise of Owners and upon their representation that they
committed to achieving the purposes and goals of this Agreement. Dealer
agrees that there will be no change in the identity of Owner or in
Dealer's ownership, name, identity, business organization or structure
without the prior written consent of MBNA, which consent shall not be
unreasonably withheld; provided, however, that anything herein to the
contrary notwithstanding, Dealer agrees that it shall not sell or transfer
Dealer's principal assets or any ownership interest of Owner relating to
the conduct of Dealership Operations hereunder separate and apart from the
assets or ownership interest relating to the conduct of "Dealership
Operations" under the Mercedes-Benz Passenger Car
Dealer Agreement. If
Dealer is a corporation, Dealer agrees to notify MBNA in writing of any
change in the identity of its officers or directors.
E. DEALER MANAGEMENT
MBNA and Dealer agree that qualified dealership management is critical to
the successful operation of Dealer. Dealer agrees, and MBNA enters into
this Agreement on the condition, that at least one Owner, the Dealer
Operator, shall have full managerial authority for Dealership Operations,
shall continually provide his or her personal services in operating the
dealership, and shall be physically present at the Dealership Facilities
on a full-time basis. Dealer further agrees that the Dealer Operator
hereunder shall be the same person as the "Dealer Operator" under the
Mercedes-Benz Passenger Car
Dealer Agreement. If the Dealer Operator has
or in the future acquires an ownership interest in another Mercedes-Benz
light truck dealer where he or she desires to serve temporarily as the
Dealer Operator, MBNA shall give Dealer and the ocher dealer a reasonable
period of time within which to designate a separate and distinct Dealer
Operator satisfactory to MBNA for each such dealer. Dealer agrees that
there will be no change in the identity of the Dealer Operator without the
prior written consent of MBNA, which consent shall not be unreasonably
withheld.
F. DEALERSHIP FACILITIES
Dealer agrees that the Dealership Facilities shall satisfy all applicable
provisions of this Agreement, including the facility, space, appearance,
layout, equipment and corporate identification requirements in the Dealer
Operating Requirements Addendum, Dealer Facility Space Analysis Addendum
and Corporate Identity Manual. Unless otherwise provided in the Dealer
Facility Space Analysis Addendum, MBNA hereby approves the location(s) of
the Dealership Facilities identified in the Final Paragraph for the
purpose of: (i) showroom and sales facility for Mercedes-Benz Light
Trucks; (ii) service and parts facility for Mercedes-Benz Light Trucks;
and (iii) if applicable, other facilities for such other purpose(s) as may
be identified in the Final Paragraph. Dealer shall not move, relocate or
change the designated usage or function of the Approved Location(s) or any
of the Dealership Facilities without the prior written consent of MBNA. At
all times, Dealer shall conduct Dealership Operations hereunder in
conjunction with, and at the "Approved Location(s)" and "Dealership
Facilities" for, its "Dealership Operations" under the Mercedes-Benz
Passenger Car
Dealer Agreement. Dealer shall not add sales, service or
parts operations for any other line of vehicles to the Dealership
Facilities or at the Approved Location(s) without the prior written
consent of MBNA.
G. MERCEDES-BENZ PARTNERSHIP GROUPS
MBNA and Dealer agree that it is in their mutual interest to create the
Mercedes-Benz National Partnership Group and Regional Partnership Groups.
Subject to their respective by-laws and procedures, the National
Partnership Group shall act as liaison between MBNA and the dealer body,
conveying to MBNA's management the views, recommendations and suggestions
of the dealer body on those matters of importance affecting the mutual
interests of MBNA and Mercedes-Benz light truck dealers generally, while
the Regional Partnership Groups shall xxxxxx open and frequent
communications between MBNA's regional management and the dealer body on
such issues. Each Mercedes-Benz light truck dealer is encouraged to
express its views on such issues to MBNA through its Regional Partnership
Group. Dealer agrees to support the National Partnership Group and its
Regional Partnership Group.
H. MODIFICATION OF AGREEMENT
No waiver, modification or change of any of the terms of this Agreement or
change or erasure of any printed part of this Agreement or addition to it
(except filling of blank spaces and lines) will be valid or binding on
MBNA unless approved in writing by the President or a Vice President of
MBNA.
I. EXECUTION OF AGREEMENT
This Agreement shall not become effective until signed by a duly
authorized officer of Dealer, if a corporation; or by one of the general
partners of Dealer, if a partnership; or by the named individual if a sole
proprietorship; and countersigned by the President or a Vice President of
MBNA.
J. MUTUAL RELEASE
Each party hereby releases the other from any and all claims and causes of
action that it may have against the other for money damages arising from
any event occurring up to and including the effective date of this
Agreement, except for any accounts payable by one party to the other
reflected on the Mercedes-Benz Consolidated Financial Statement or
adjustments to any prior payment, credit or other benefit arising from any
audit or other examination conducted by MBNA with respect thereto. This
mutual release does not extend to claims that either party does not know
or reasonably suspect to exist in its favor as of the effective date of
this Agreement or that arise under Section XIII of the Standard Provisions
to this Agreement.
K. CERTIFICATION
By their signatures below, the parties certify that they have read and
understand this Agreement, including all of the additional provisions
incorporated herein, and agree to be bound by and comply with all of its
terms and conditions.
FINAL PARAGRAPH
Dealer is CFP MOTORS, LTD. , a (an) LIMITED PARTNERSHIP incorporated or formed
under the Laws of the State of FLORIDA doing business as XXXXXX MOTOR MALL
("Dealer"). Dealer is located in FORT XXXXXX, FLORIDA
City State
The Owners of Dealer (including all shareholders, general and limited partners.
and other owners) are as follows:
Percentage
Name Residence Interest
---------------------------- ---------------------------- ------------
XXXXXX AUTOMOTIVE CORP 0000 XXXXXXXXXX XXX 00.00
XXXXXXXXXXXX, XX 00000
XXXXXX X. XXXXXXXXX 0000 XXXXXXXX XXXXX 00.00
XXXX XX. XXXXX, XX 00000
CF MOTOR CORP 0000 XXXXXXXXXX XXX 0.00
XXXXXXXXXXXX, XX 00000
The Dealer Operator of Dealer is as follows:
Name Residence
------------------------------- --------------------------------------------
XXXXXX X. XXXXXXXXX 0000 XXXXXXXX XXXXX
GENERAL MANAGER XXXX XX. XXXXX, XX 00000
XXXXXX XXXXXX 000 XXXXX XXXXX XXXX.
XXXXXXXXX XXXXX XXXXX XXXXX, XX 00000
Showroom and Sales Facility for Mercedes-Benz Light Trucks located at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
Service and Parts Facility for Mercedes-Benz Light Trucks located at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
Facilities for the display and sale of pre-owned Mercedes-Benz vehicles located
at:
4500 SOUTH US1
X.X. XXX 0000
XXXX XXXXXX, XX 00000
FINAL PARAGRAPH
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the 13TH day of JUNE, 1997 at Montvale, New Jersey.
This Agreement shall have a term commencing on its effective date and continuing
until DECEMBER 31, 2001.
DEALER MERCEDES-BENZ OF NORTH AMERICA, INC.
By: By:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
---------------------------------- -------------------------------
Xxxxxx X. Xxxxxx, President Vice President
Xxxxxx X. Xxxxxx, President Attested by:
--------------------------------------- /s/ Xxxxxxx XxXxxxx
Type Name and Title -------------------------
Attested by:
-----------------------
Mercedes-Benz USA, LLC
June 12, 2000
Xx. Xxxxxx X. Xxxxxx, Chairman,
Xxxxxx Automotive Group, L.L.C.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
RE: MERCEDES-BENZ CENTERS
Xxxxxx Automotive St. Louis, LLC (Creve
Coeur, MO)
Precision Motorcars, Inc. (Tampa, FL)
CFP Motors, Ltd. (Fort Xxxxxx, FL)
Dear Xx. Xxxxxx:
We are in receipt of your letter dated May 11, 2000 and supporting documents to
Xx. Xxxx Xxxxxxx, advising of a change in the ownership structure of Xxxxxx
Automotive Group, L.L.C. It is our understanding that as a result of a "roll-up"
of minority ownership interests, subject Mercedes-Benz Center entities will now
be wholly owned either directly or through holding company entities by Xxxxxx
Automotive Group, L.L.C. as depicted below:
Xxxxxx Automotive Minority Owners
Holdings, L.L.C.
Entity formerly knowns as "Xxxxxx Automotive 59.24%
Group, L.L.C." (ownership unchanged)
40.76% Individual owners listed in Schedule 4 attachment of the
May 11, 2000 letter referred to above
Xxxxxx Automotive Group L.L.C.
Entity formerly knowns as "Xxxxxx Automotive
Oregon LLC"
Xxxxxx Villanova II, LLC Xxxxxx Automotive
Xxxxxx Automotive Jacksonville GP LLC
St. Louis, LLC dba
Plaza MotorCompany 1%
CREVE COEUR, MO Xxxxxx Automotive 99%
Tampa GP LLC
Xxxxxx Automotive
Jacksonville LP
1% 50% 49%
Xxxxxx Automotive CFP Motors, Ltd. dba
Tampa XX Xxxxxx Motor Mall
FT. XXXXXX, FL
Precision Enterprises
Tampa, Inc.
Precision Motocars, Inc.
dba Mercedes-Benz of Tampa
TAMPA, FL
Xx. Xxxxxx X. Xxxxxx, Chairman,
Xxxxxx Automotive Group, L.L.C.
June 12, 2000
Page 2 of 2
Based on review of the documentation submitted, we find the aformentioned
changes in the ownership of the respective Mercedes-Benz Centers acceptable. We
will record this in our corporate records upon your notification that the
changes have been implemented.
Sincerely,
MERCEDES-BENZ USA, LLC
/s/ Xxx Xxxxxx
----------------------------------------
By Xxx Xxxxxx,
Vice President Marketing
CC: X. Xxxxxxxx
R. Crolic
