EX-10
Exhibit 10.16.1 VW Dealer Agmt
EXHIBIT 10.16.1
VOLKSWAGEN DEALER AGREEMENT
1. Appointment. Volkswagen United States, Inc. a division of
Volkswagen of America, Inc. ("Distributor"), having a place of business at
0000 Xxxxxx Xxxx, Xxxxxx Xxxxx, XX 00000 appoints Lithia Motors, Inc.
("Dealer") doing business under the fictitious name Lithia Volkswagen, having
its place of business at 000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000, as an
authorized dealer in Volkswagen brand motor vehicles and genuine parts and
accessories therefor. Accordingly, the parties agree as follows:
2. Standard Provisions. The Dealer Agreement Standard Provisions
(the "Standard Provisions") (Form No. Deal 92VB) are part of this Agreement.
Any term not defined in this Agreement has the meaning given such term in the
Standard Provisions.
3. Ownership and Management. To induce Distributor to enter into
this Agreement, Dealer represents that the persons identified in the
Statement of Ownership and Management, which is attached as Exhibit A, are
Dealer's Owners and Executives. Distributor is entering into this Agreement
in reliance upon these representations, and upon the continued provision by
such persons of their personal services in fulfillment of Dealer's
obligations under this Agreement. Accordingly, Dealer agrees there will be
no charge in Dealer's Owners without Distributor's prior written consent, and
no change in Dealer's Executives without prior notice to Distributor.
4. Minimum Financial Requirements. Dealer agrees to comply and
maintain compliance with the minimum financial requirements established for
Dealer from time to time in accordance with the Operating Standards.
Throughout the term of this Agreement those minimum financial requirements
are subject to revision by Distributor, after review with Dealer, in light of
operating conditions and the development of Dealer's business and business
potential.
5. Dealer's Premises. Distributor has approved the location of
Dealer's Premises as specified in the Dealer Premises Addendum, attached as
Exhibit B. Dealer agrees that, without Distributor's prior written consent,
it will not (a) make any major structural change in any of Dealer's Premises,
(b) change the location of any of Dealer's Premises or (c) establish any
additional premises for Dealer's Operations.
6. EXCLUSION OF WARRANTIES. EXCEPT FOR DISTRIBUTOR'S WARRANTIES,
AND EXCEPT AS PROVIDED IN ARTICLE 9(1) OF THE STANDARD PROVISIONS, THERE ARE
NO EXPENSES OR IMPLIED WARRANTIES OR OBLIGATIONS OF THE MANUFACTURER OR
DISTRIBUTOR AS TO THE QUALITY OR CONDITION OF AUTHORIZED PRODUCTS, OR AS TO
THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND, TO THE
EXTENT PERMITTED BY LAW, DEALER WILL EXCLUDE ANY AND ALL SUCH WARRANTIES AND
OBLIGATIONS IN ITS SALES OF AUTHORIZED PRODUCTS.
7. Term. The term of this Agreement begins on the date of its
delivery to Dealer or on January 1, 1992, whichever is later. This Agreement
shall continue in effect until December 31, 1996, or XXXXXXXXXX, 19XX,
whichever is earlier, unless sooner terminated by either party or superseded
by a new Dealer Agreement with Distributor.
8. Governing Law. This Agreement will be construed in accordance
with the laws of the State of Oregon. Should the performance of any
obligation under this Agreement violate any valid law of such jurisdiction,
then this Agreement shall be deemed modified to the minimum extent necessary
to comply with such law.
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9. Additional Terms and Conditions. This Addenda attached hereto as
Exhibits A through B are part of this Agreement, and are incorporated into
this Agreement by this reference.
Dated: April 5, 1996
VOLKSWAGEN UNITED STATES, INC.
By: /s/ Xxxxx Xxxx
Zone Manager -- Xxxxx Xxxx
DEALER - LITHIA VOLKSWAGEN
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
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EXHIBIT A TO
VOLKSWAGEN DEALER AGREEMENT
Dated April 5, 1996
Statement of Ownership and Management
1. Dealer firm name: Lithia Motors, Inc., d/b/a Lithia Volkswagen
2. Principal place of business: 000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
3. Dealer is ( ) proprietorship
( ) partnership
(x) corporation, incorporated on December 23, 1995 under the laws
of the State of Oregon
4. The following persons are the beneficial and record owners of Dealer:
Name and Address of Each Percentage of
Record and Beneficial If a Corporation, Number Ownership of Record
Owner of Dealer and Class of Shares In Dealer
Number Class
Xxxxxx X. XxXxxx 75 62.5%
000 Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 45 37.5%
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX
5. The following persons are Dealer's Officers:
Name and Address Title
Xxxxxx X. XxXxxx President
(same as above)
Xxxxxxx X. Xxxxxxx Vice President
(same as above)
6. The following person functions as General Manager of Dealer. As such,
he is an agent of Dealer and is authorized, and Distributor is entitled to
rely on his authority, to make all decisions on behalf of Dealer with respect
to Dealer's Operations.
Name and Address Title
Xxxxx XxXxxx General Manager
0 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Dealer hereby certifies that the forgoing information is true and complete as
of the date below. Distributor has entered into this Agreement in reliance
upon the qualifications, and the continued provision of personal services in
the ownership and management of Dealer by, the persons identified above.
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This Exhibit cancels any prior Statement of Ownership and Management.
Dated: April 5, 1998
Volkswagen United States, Inc.
By: /s/ Xxxxx Xxxx
Zone Manager -- Xxxxx Xxxx
Dealer - Lithia Volkswagen
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
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EXHIBIT B TO
VOLKSWAGEN DEALER AGREEMENT
Dated April 5, 1996
Dealer Premises Addendum
1. Dealer firm name: Lithia Motors, Inc., dba Lithia Volkswagen
2. Distributor has approved the location of the following premises, and no
others, for Dealer's Operations:
a. Sales Facilities: 000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000.
b. Authorized Automobile Storage Facilities: Same as above.
c. Service Facilities: Same as above.
d. Genuine Parts Storage Facilities: Same as above.
e. Used Car Lot: Same as above.
Dealer hereby certifies that the foregoing information is true and complete
as of the date below. The Exhibit cancels any prior Dealer Premises Addendum.
Dated: April 5, 1996
Volkswagen United States, Inc.
By: /s/ Xxxxx Xxxx
Zone Manager -- Xxxxx Xxxx
Dealer -- Lithia Volkswagen
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
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