EXHIBIT 10.27
FORM OF TRANSFER AND EXCHANGE AGREEMENT
Among
XXXXXX AUTOMOTIVE HOLDINGS L.L.C.,
THE DEALERS LISTED ON SCHEDULE I
THE MANAGERS LISTED ON SCHEDULE II
And
XXXXXX AUTOMOTIVE GROUP, INC.
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Dated as of March 1, 2002
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS AND USAGE
SECTION 1.01. Defined Terms.............................................................................2
SECTION 1.02. Other Definition Provisions...............................................................3
ARTICLE II
TRANSFER AND EXCHANGE
SECTION 2.01. The First Transfer and Exchange...........................................................4
SECTION 2.02. The Second Transfer and Exchange..........................................................4
SECTION 2.03. Valuation of the Transfer and Exchange....................................................5
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties of
the Dealers ..............................................................6
SECTION 3.02. Representations and Warranties of
the Managers .............................................................6
SECTION 3.03. Representations and Warranties of AAH.....................................................6
SECTION 3.04 Acknowledgment.........................................................................6
ARTICLE IV
COVENANTS
SECTION 4.01. Further Assurances .......................................................................7
SECTION 4.02. Transfer Taxes ...........................................................................7
SECTION 4.03. Liens.....................................................................................7
SECTION 4.04. Indemnification...........................................................................7
ARTICLE V
AMENDMENT AND WAIVER
SECTION 5.01. Amendment and Waiver .....................................................................7
ARTICLE VI
GENERAL PROVISIONS
SECTION 6.01. Assignment................................................................................7
SECTION 6.02. No Third-Party Beneficiaries..............................................................7
SECTION 6.03. Expenses..................................................................................7
SECTION 6.04. Notices...................................................................................8
SECTION 6.05. Counterparts..............................................................................8
SECTION 6.06. Entire Agreement..........................................................................9
SECTION 6.07. Severability..............................................................................9
SECTION 6.08. Submission to Jurisdiction................................................................9
SECTION 6.09. Governing Law.............................................................................9
FORM OF TRANSFER AND EXCHANGE AGREEMENT dated as
of March 1, 2002 (this "AGREEMENT"), by and among
Xxxxxx Automotive Group, Inc., a Delaware corporation
(the "COMPANY"), Xxxxxx Automotive Holdings L.L.C., a
Delaware limited liability company ("AAH") and the
individuals and entities listed under the column
captioned "Dealers" on Schedule I (the "DEALERS"),
and the individuals and entities listed under the
column captioned "Managers" on Schedule II (the
"MANAGERS").
WHEREAS, pursuant to Article VIII of the AAG LLC Agreement,
AAH has the right to cause the formation of the Company and the transactions
contemplated hereby in anticipation of an IPO;
WHEREAS, (i) in connection with the IPO, at the Effective
Time, the Members (as defined below) desire to transfer and cause to be
transferred to the Company, the portion of their respective Interests in AAG set
forth on Schedule III (the "FIRST TRANSFERRED INTERESTS"); (ii) the Company
desires to accept from the Members the First Transferred Interests in exchange
for shares of common stock, par value $0.01 per share, of the Company (the
"COMPANY SHARES"), in the respective amounts set forth on Schedule III, and
(iii) immediately thereafter, the Company desires to contribute the First
Transferred Interests to AAGH (as defined below), in each case subject to the
terms and conditions set forth in this Agreement;
WHEREAS, (i) in connection with the IPO, immediately after the
First Transferred Interests are exchanged for Company Shares and contributed to
AAGH, the Members desire to transfer and cause to be transferred to the Company
all of their remaining respective Interests in AAG as set forth on Schedule IV
(the "SECOND TRANSFERRED INTERESTS"; and the First Transferred Interests and the
Second Transferred Interests being collectively referred to as the "TRANSFERRED
INTERESTS") and (ii) the Company desires to accept from the Members the Second
Transferred Interests in exchange for Company Shares, in the respective amounts
set forth on Schedule IV, in each case subject to the terms and conditions set
forth in this Agreement;
WHEREAS, concurrently with the execution of this Agreement,
the Members have entered into the Shareholders Agreement;
WHEREAS, concurrently with the execution of this Agreement,
the Members, the Company and AAGH shall enter into the Fourth Amended and
Restated Limited Liability Company Agreement dated as of the date hereof, of AAG
(the "NEW AAG LLC AGREEMENT"), pursuant to which, among others (i) the Company
and AAGH shall be admitted as members of AAG and (ii) AAH, the Dealers and the
Managers shall withdraw as members of AAG;
WHEREAS, pursuant to Section 8.05 of the AAG LLC Agreement,
AAH holds a power of attorney and irrevocable proxy from each of the other
Members to enter into this Agreement, the New AAG LLC Agreement and the
Shareholders Agreement on their behalf; and
WHEREAS, the transfer of the First Transferred Interests and
the Second Transferred Interests is intended to qualify as a transfer under
Section 351 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual promises,
covenants and conditions hereinafter set forth, intending to be legally bound,
the parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
SECTION 1.01. DEFINED TERMS. The following terms as used in
this Agreement shall have the following meanings:
"AAG" means Xxxxxx Automotive Group L.L.C., a Delaware
limited liability company.
"AAGH" means Xxxxxx Automotive Group Holdings Inc., a
Delaware corporation and a wholly owned subsidiary of the Company.
"AAG LLC AGREEMENT" means the Third Amended and Restated
Limited Liability Company Agreement, dated as of February 1, 2000, of AAG, as
amended on or prior to the date hereof.
"AGREEMENT" means this Agreement, as amended or supplemented
from time to time.
3
"CARRIED INTEREST" has the meaning assigned to such term in
the AAG LLC Agreement.
"COMPANY" has the meaning set forth in the preamble to this
Agreement.
"COMPANY SHARES" has the meaning set forth in the second
recital to this Agreement.
"CUSTODY AGREEMENTS" means the three agreements, each dated
as of March 5, 2002, among each Selling Shareholder and Xxx X. Xxxx and Xxxx X.
Xxx.
"DEALERS" has the meaning set forth in the preamble to this
Agreement.
"EFFECTIVE TIME" means one hour prior to the time at which the
IPO is consummated.
"FIRST TRANSFERRED INTERESTS" has the meaning set forth in the
second recital to this Agreement.
"GS" means Xxxxxxx, Sachs & Co.
"INTERESTS" has the meaning assigned to such term in the AAG
LLC Agreement.
"IPO" has the meaning assigned to such term in the AAG LLC
Agreement.
"MEMBER" has the meaning set forth in the AAG LLC Agreement
and includes AAH, the Dealers and the Managers.
"PERCENTAGE INTEREST" shall have the meaning assigned to such
term in the AAG LLC Agreement.
"SECOND TRANSFERRED INTERESTS" has the meaning set forth in
the third recital to this Agreement.
"SECURITIES ACT" means the Securities Act of 1933 and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
"SELLING SHAREHOLDERS", AND EACH INDIVIDUALLY, A "SELLING
SHAREHOLDER" means CNC Automotive, L.L.C., , a Delaware limited liability
company, Xx. X.X. Xxxxxx III and Xx. Xxxxxx Xxxxxx.
4
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement,
dated as of the date hereof, among the Company and the Members.
"TRANSFER AND EXCHANGE AGREEMENT" means the Transfer and
Exchange Agreement, dated as of February 1, 2000, among AAH, Xxxxxx Automotive
Oregon L.L.C., a Delaware limited liability company and the persons listed on
schedules I and II thereto, as amended on or prior to the date hereof.
"TRANSFERRED INTERESTS" has the meaning set forth in the third
recital to this Agreement.
SECTION 1.02. OTHER DEFINITION PROVISIONS. Wherever required
by the context of this Agreement, the singular shall include the plural, and
vice versa, and the masculine gender shall include the feminine and neuter
genders, and vice versa, and references to any agreement, document or instrument
shall be deemed to refer to such agreement, document or instrument as amended,
supplemented or modified from time to time. When used herein, the words
"including", "includes", "included" and "include" are deemed to be followed by
the words "without limitation".
ARTICLE II
TRANSFER AND EXCHANGE
SECTION 2.01. THE FIRST TRANSFER AND EXCHANGE. Upon the terms
and subject to the conditions set forth in this Agreement, as of the Effective
Time, (a) each of the Members hereby assigns, transfers and delivers to the
Company all right, title and interest in, to and under all of the First
Transferred Interests owned by it, and the Company hereby accepts such First
Transferred Interests and issues Company Shares to each such Member in the
respective amounts set forth on Schedule III in exchange therefor and (b)
immediately thereafter, the Company shall contribute all such right, title and
interest in the First Transferred Interests to AAGH (such transfer, exchange and
contribution of interests being referred to as the "INITIAL TRANSFER AND
EXCHANGE").
SECTION 2.02. THE SECOND TRANSFER AND EXCHANGE.
5
Upon the terms and subject to the conditions set forth in this Agreement, as of
the time immediately following the Initial Transfer and Exchange, each of the
Members hereby assigns, transfers and delivers to the Company all right, title
and interest in, to and under all of the Second Transferred Interests owned by
it, and the Company hereby accepts such Second Transferred Interests and issues
Company Shares to each such Member in the respective amounts set forth on
Schedule IV in exchange therefor (such transfer and exchange of interests being
referred to as the "SECOND TRANSFER AND EXCHANGE"; and the Initial Transfer and
Exchange and the Second Transfer and Exchange being collectively referred to as
the "TRANSFER AND EXCHANGE"). No additional instruments of assignment or
transfer shall be necessary or required to effect the Transfer and Exchange.
SECTION 2.03. ALLOCATION OF COMPANY SHARES. The aggregate
respective Percentage Interest and Carried Interest in AAG set forth for each
Member on Schedules III and IV constitutes such Member's entire Interest in AAG
as of the date hereof. The aggregate number of Company Shares allocated to each
Member pursuant to Schedules III and IV reflects the number of Company Shares to
which such Member is entitled pursuant to Section 8.02 of the AAG LLC Agreement
in exchange for its entire Interest in AAG assuming, for purposes of the
calculation required pursuant to Section 8.02(a) of the AAG LLC Agreement, that
the price per Company Share in the IPO is $16.00. If and to the extent that the
price per Company Share in the IPO is determined on the date of pricing of the
IPO (the "ACTUAL PER SHARE PRICE") to be greater than or less than $16.00, the
Company shall appropriately adjust the aggregate number of Company Shares
allocated to each Member pursuant to Schedules III and IV so that, in light of
the Actual Per Share Price, Schedules III and IV correctly reflect the amount of
Company Shares each Member is entitled to pursuant to Section 8.02(a) of the AAG
LLC Agreement (any such adjustment, an "ALLOCATION ADJUSTMENT"), and such
adjusted Schedules III and IV shall constitute Schedules III and IV to this
Agreement. Each of the Members hereby consents to be irrevocably bound by the
amount of Company Shares allocated to it pursuant to Schedules III and IV
attached hereto, or, in the event of an Allocation Adjustment, the adjusted
Schedules III and IV, other than with respect to mathematical errors resulting
from making the Allocation Adjustment, and agrees not to institute any legal or
other proceedings seeking to adjust the amount of Company Shares
6
allocated to such Member. Each of the Members hereby agree that the aggregate
cash amount distributable to the Atlanta Dealers (as defined in the AAG LLC
Agreement) pursuant to Section 6.01(c)(iv)(A) of the AAG LLC Agreement shall be
$4,201,974.00, and that following receipt of such amount the Atlanta Dealers
shall have no further rights to any further cash or property distribution
pursuant to such Section 6.01(c)(iv)(A). Promptly following the execution of
this Agreement, the Company shall provide a copy of this Agreement (including
Schedules III and IV), together with a written description of the transactions
effected hereby, to each Member.
SECTION 2.04. Tax Distributions. Notwithstanding the other
provisions of this Agreement, each Member retains its rights to tax
distributions under Section 6.01(c) of the AAG LLC Agreement attributable to all
periods ending on or prior to the Effective Time, including AAG's taxable year
ending at the Effective Time.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF THE DEALERS.
Each Dealer, severally and not jointly, represents and warrants to the Company
and each other Member, that such Dealer is the record and beneficial owner of
the Transferred Interests that such Dealer is exchanging pursuant to this
Agreement, and such Dealer has good and valid title to the Transferred Interests
of such Dealer set forth on Schedules III and IV, free and clear of any liens,
claims, encumbrances, security interests, options, charges and restrictions of
any kind (a "Lien"), other than the Liens listed on Schedule V.
SECTION 3.02. REPRESENTATIONS AND WARRANTIES OF THE MANAGERS.
Each Manager, severally and not jointly, represents and warrants to the Company
and each other Member, that such Manager is the record and beneficial owner of
the Transferred Interests that such Manager is exchanging pursuant to this
Agreement, and such Manager has good and valid title to the Transferred
Interests of such Manager set forth on Schedules III and IV, free and clear of
any Liens.
SECTION 3.03. REPRESENTATIONS AND WARRANTIES OF AAH. AAH
represents and warrants to the Company and each
7
other Member that AAH is the record and beneficial owner of the Transferred
Interests that AAH is exchanging pursuant to this Agreement, and AAH has good
and valid title to the Transferred Interests of AAH set forth on Schedules III
and IV, free and clear of any Liens, other than the Liens listed on Schedule V.
SECTION 3.04. ACKNOWLEDGMENT. (a) Each Member, severally and
not jointly, hereby acknowledges and agrees that the representations and
warranties contained in Article IV of the Transfer and Exchange Agreement or any
other instrument pursuant to which it acquired its Interest in AAG shall survive
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and shall remain in full force and effect.
(b) It is hereby acknowledged that the Company will issue
3,200,000 shares on behalf of the Selling Shareholders to the Custodian (as
defined in the Custody Agreements), to be delivered to GS in connection with the
IPO on behalf of the Selling Shareholders and in accordance with such Custody
Agreements.
ARTICLE IV
COVENANTS
SECTION 4.01. FURTHER ASSURANCES. The Company and each Member
shall, for no further consideration, execute, acknowledge and deliver such
assignments, transfers, consents, assumptions and other documents and
instruments and take such other actions as AAH may deem necessary or appropriate
to consummate the transactions contemplated by this Agreement on the terms and
conditions set forth herein and in Article VIII of the AAG LLC Agreement.
SECTION 4.02. TRANSFER TAXES. The Company and each other
Member shall pay their own respective transfer, recording, sales, ad valorem or
similar taxes arising in connection with the transfer to the Company of the
Transferred Interests.
SECTION 4.03. LIENS. Each Member whose Transferred Interest is
subject to any Lien, whether or not disclosed to the Company, at the Effective
Time shall cause
8
such Lien to be removed promptly following the Effective Time.
SECTION 4.04. INDEMNIFICATION. The Company hereby expressly
assumes all of the obligations of AAG under Article XI of the AAG LLC Agreement
and Section 5.07 of the Transfer and Exchange Agreement.
ARTICLE V
AMENDMENT AND WAIVER
SECTION 5.01. AMENDMENT AND WAIVER. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.
ARTICLE VI
GENERAL PROVISIONS
SECTION 6.01. ASSIGNMENT. No party to this Agreement may
assign this Agreement or any of its rights, powers, duties or obligations
hereunder without the prior written consent of the other parties.
SECTION 6.02. NO THIRD-PARTY BENEFICIARIES. This Agreement is
for the sole benefit of the parties hereto and their permitted successors and
assigns and nothing herein expressed or implied shall give or be construed to
give to any person, other than the parties hereto and such successors and
assigns, any legal or equitable rights hereunder.
SECTION 6.03. EXPENSES. If the transactions contemplated
hereby are consummated, then except as otherwise specifically provided in this
Agreement, each party hereto shall pay their own costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby.
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SECTION 6.04. NOTICES. All notices or other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by facsimile or sent, postage prepaid, by registered,
certified or express mail or reputable overnight courier service and shall be
deemed given when received, as follows:
(i) if to the Company,
0 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
with a copy to:
Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx
(ii) if to AAH,
Ripplewood Holdings
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
(iii) if to the Dealers,
To the addresses for the Dealers
set forth in Schedule II to the
AAG LLC Agreement
(iv) if to the Managers,
To the addresses for the Managers
set forth in Schedule II to the
AAG LLC Agreement.
SECTION 6.05. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been
10
signed by each of the parties and delivered to the other parties.
SECTION 6.06. ENTIRE AGREEMENT. This Agreement, together with
the Transfer and Exchange Agreement, the AAG LLC Agreement, the New AAG LLC
Agreement and the Shareholders Agreement, contain the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all other agreements and understandings relating to such
subject matter. No party shall be liable or bound to any other party in any
manner by any representations, warranties or covenants relating to such subject
matter except as specifically set forth herein or in the Transfer and Exchange
Agreement, the AAG LLC Agreement, the New AAG LLC Agreement or the Shareholders
Agreement.
SECTION 6.07. SEVERABILITY. If any provision of this Agreement
(or any portion thereof) or the application of any such provision (or any
portion thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other persons or circumstances.
SECTION 6.08. SUBMISSION TO JURISDICTION. ANY AND ALL SUITS,
LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN
THE SUPERIOR COURT OR THE COURT OF CHANCERY OF THE STATE OF DELAWARE, THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, THE SUPREME COURT OF THE
STATE OF NEW YORK, NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND EACH OF AAH, THE COMPANY, EACH DEALER AND EACH
MANAGER HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS
FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT,
LEGAL ACTION OR PROCEEDING, EACH OF AAH, THE COMPANY, EACH DEALER AND EACH
MANAGER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND
AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED
TO IT AT ITS ADDRESS SET FORTH ABOVE. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF AAH, THE COMPANY, EACH DEALER AND EACH MANAGER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND
11
HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 6.09. GOVERNING LAW. THIS AGREEMENT AND ALL ACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES).
12
IN WITNESS WHEREOF, each party hereto has executed and
delivered this Agreement, or caused this Agreement to be executed and delivered
by its officer thereunto duly authorized, in each case as of the day and year
first above written.
XXXXXX AUTOMOTIVE HOLDINGS L.L.C.,
by:
----------------------------------
Name:
Title:
XXXXXX AUTOMOTIVE GROUP, INC.,
by:
----------------------------------
Name:
Title:
XXXXXX MANAGEMENT SERVICES, INC.
by:
----------------------------------
Name:
Title:
XXXXXX CHEVROLET, INC.
by:
----------------------------------
Name:
Title:
13
SPECTRUM SOUND & ACCESSORIES, INC.
by:
----------------------------------
Name:
Title:
XXXXXX XXXXXXXX AUTOMOBILES, INC.
by:
----------------------------------
Name:
Title:
XXXXXX LUXURY IMPORTS, INC.
by:
----------------------------------
Name:
Title:
XXXXXX ATLANTA IMPORTS, INC.
by:
----------------------------------
Name:
Title:
SPECTRUM LEASING, INC.
by:
----------------------------------
Name:
Title:
14
XXXXXX X. XXXXXXX III
by:
----------------------------------
Name:
Title:
XXXX X. XXXXXXX
by:
----------------------------------
Name:
Title:
THE XXXXXXXX X. XXXXXXX IRREVOCABLE
TRUST
by:
----------------------------------
Name:
Title:
THE XXXXXXXX FAMILY LIMITED
PARTNERSHIP
by:
----------------------------------
Name:
Title:
RIVER RIDGE INVESTMENTS, LLC
by:
----------------------------------
Name:
Title:
15
THE XXXXX X. XXXXXXXXX IRREVOCABLE
TRUST
by:
----------------------------------
Name:
Title:
THE XXXXXXX X. XXXXXXXXX
IRREVOCABLE TRUST
by:
----------------------------------
Name:
Title:
XXX XXXXX
by:
----------------------------------
Name:
Title:
XXXX XXXXXX
by:
----------------------------------
Name:
Title:
XXXXXXX X. XXXXXXXX
by:
----------------------------------
Name:
Title:
16
XXXXXX XXXXXX
by:
----------------------------------
Name:
Title:
XXXXXX X. XXXXXXX 1999 ATT TRUST
by:
----------------------------------
Name:
Title:
XXXXXXX X. XXXXXX 1999 ATT TRUST
by:
----------------------------------
Name:
Title:
XXXXX X. XXXXXX 1999 ATT TRUST
by:
----------------------------------
Name:
Title:
XXXXXXX X. XXXXXXXXX
by:
----------------------------------
Name:
Title:
17
XXXXX XXXXXXX
by:
----------------------------------
Name:
Title:
XXXXXXXX X. XXXXXX AND XXXXXXXXX
X. XXXXXX, TENANTS BY THE ENTIRETIES
by:
----------------------------------
Name:
Title:
XXXXX X. XXXXXXXX
by:
----------------------------------
Name:
Title:
XXXXXXX X. XXXXXXXX
by:
----------------------------------
Name:
Title:
XXXXX X. XXXXX
by:
----------------------------------
Name:
Title:
18
XXXXXX X. XXXXX, XX.
by:
----------------------------------
Name:
Title:
XXXX X. XXXXX
by:
----------------------------------
Name:
Title:
XXXX X. XXXX
by:
----------------------------------
Name:
Title:
CHARLIE (C.B.) TOMM AND XXXXX
XXXXXXXXXX TOMM, TENANTS BY THE
ENTIRETIES
by:
----------------------------------
Name:
Title:
XXXXXXX X. XXXXXXXX
by:
----------------------------------
Name:
Title:
19
CNC AUTOMOTIVE, LLC
by:
----------------------------------
Name:
Title:
DEALER GROUP
by:
----------------------------------
Name:
Title:
XXXX X. XXXXX
by:
----------------------------------
Name:
Title:
J.I.W. ENTERPRISES, INC.
by:
----------------------------------
Name:
Title:
DMCD AUTOS IRVING, INC.
by:
----------------------------------
Name:
Title:
20
DMCD AUTOS HOUSTON, INC.
by:
----------------------------------
Name:
Title:
XXXXX XXXXX
by:
----------------------------------
Name:
Title:
XXXX XXXXXX
by:
----------------------------------
Name:
Title:
CHILDS & ASSOCIATES INC.
by:
----------------------------------
Name:
Title:
XXXXX XXXXXXXXXX CARS, INC.
by:
----------------------------------
Name:
Title:
21
XXXX XXXX
by:
----------------------------------
Name:
Title:
XXXXXX X. XXXX
by:
----------------------------------
Name:
Title:
XXXX XXXXXXX
by:
----------------------------------
Name:
Title:
XXXXXX XXXXXXX
by:
----------------------------------
Name:
Title:
XXXXXX XXXXXXXX
by:
----------------------------------
Name:
Title:
22
XXXXX XXXXX
by:
----------------------------------
Name:
Title:
XXXXXX FAMILY PARTNERSHIP, L.P.
by:
----------------------------------
Name:
Title:
XXXXXX XXXXXX
by:
----------------------------------
Name:
Title:
XXXXXX X. XXXXXX
by:
----------------------------------
Name:
Title:
XXXXXX X. XXXXXXXX
by:
----------------------------------
Name:
Title:
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AND EACH OTHER MEMBER OF THE
COMPANY
by: XXXXXX AUTOMOTIVE
HOLDINGS L.L.C., as
attorney-in-fact for the
other Members pursuant to the
Powers of Attorney granted
pursuant to Section 8.05 of
the AAG LLC Agreement.
by:
--------------------------
Name:
Title:
SCHEDULE I
THE DEALERS
1. Xxxxxx Management Services, Inc.
2. Xxxxxx Chevrolet, Inc.
3. Spectrum Sound & Accessories, Inc.
4. Xxxxxx Xxxxxxxx Automobiles, Inc.
5. Xxxxxx Luxury Imports, Inc.
6. Xxxxxx Atlanta Imports, Inc.
7. Spectrum Leasing, Inc.
8. Xxxxxx X. XxXxxxx III
9. Xxxx X. XxXxxxx
10. The Xxxxxxxx X. XxXxxxx Irrevocable Trust
11. The Xxxxxxxx Family Limited Partnership
12. River Ridge Investments, LLC
13. The X. X. Xxxxxxxxx Irrevocable Trust
14. The M. B. Xxxxxxxxx Irrevocable Trust
15. Xxx Xxxxx
16. Xxxx Xxxxxx
17. Xxxxxxx X. Xxxxxxxx
18. Xxxxxx Xxxxxx
19. Xxxxxx X. Xxxxxxx 1999 Att Trust
20. Xxxxxxx X. Xxxxxx 1999 Att Trust
21. Xxxxx X. Xxxxxx 1999 Att Trust
22. Xxxxxxx X. Xxxxxxxxx
23. Xxxxx Xxxxxxx
24. Xxxxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxx, Tenants by the Entireties
25. Xxxxx X. Xxxxxxxx
26. Xxxxxxx X. XxXxxxxx
27. Xxxxx X. Xxxxx
28. Xxxxxx X. Xxxxx, Xx.
29. Xxxx X. Xxxxx
30. Xxxx X. Xxxx
31. Xxxxxxx (X.X.) Tomm and Xxxxx XxXxxxxxxx Tomm, Tenants by the Entireties
32. Xxxxxxx X. Xxxxxxxx
33. CNC Automotive, LLC
34. Dealer Group LLC
35. Xxxx X. Xxxxx
36. J.I.W. Enterprises, Inc.
37. DMCD Autos Irving, Inc.
38. DMCD Autos Houston, Inc.
39. Xxxxx Xxxxx
40. Xxxx Xxxxxx
41. Childs & Associates Inc.
42. Xxxxx Xxxxxxxxxx Cars, Inc.
43. Xxxx Xxxx
44. Xxxxxx X. Xxxx
45. Xxxx Xxxxxxx
46. Xxxxxx Xxxxxxx
47. Xxxxxx Xxxxxxxx
48. Xxxxx Xxxxx
SCHEDULE II
THE MANAGERS
1. Xxxxxx Family Partnership, L.P.
2. Xxxxxx Xxxxxx
3. Xxxxxx X. Xxxxxx
4. Xxxxxx X. XxXxxxxx
SCHEDULE III
INTERESTS TRANSFERRED AND COMPANY SHARES RECEIVED
IN CONNECTION WITH THE FIRST TRANSFER AND EXCHANGE
Company
Interests Shares
Transferred Received
----------- --------
1. Xxxxxx Automotive Holdings L.L.C. 5.9518% 1,755,790
I. DEALERS
1. Xxxxxx Management Services, Inc. 0.0167% 4,930
2. Xxxxxx Chevrolet, Inc. 0.4528% 133,588
3. Spectrum Sound & Accessories, Inc. 0.0334% 9,857
4. Xxxxxx Xxxxxxxx Automobiles, Inc. 0.0819% 24,155
5. Xxxxxx Luxury Imports, Inc. 0.1521% 44,859
6. Xxxxxx Atlanta Imports, Inc. 0.0368% 10,844
7. Spectrum Leasing, Inc. 0.0033% 987
8. Xxxxxx X. XxXxxxx III 0.1538% 45,380
9. Xxxx X. XxXxxxx 0.0071% 2,108
10. The Xxxxxxxx X. XxXxxxx Irrevocable Trust 0.0039% 1,143
11. The Xxxxxxxx Family Limited Partnership 0.0209% 6,161
12. River Ridge Investments, LLC 0.0156% 4,606
13. The X. X. Xxxxxxxxx Irrevocable Trust 0.0012% 368
14. The M. B. Xxxxxxxxx Irrevocable Trust 0.0012% 368
15. Xxx Xxxxx 0.0023% 686
16. Xxxx Xxxxxx 0.0045% 1,339
17. Xxxxxxx X. Xxxxxxxx 0.0033% 971
18. Xxxxxx Xxxxxx 0.5075% 149,704
19. Xxxxxx X. Xxxxxxx 1999 Att Trust 0.0123% 3,614
20. Xxxxxxx X. Xxxxxx 1999 Att Trust 0.0123% 3,614
21. Xxxxx X. Xxxxxx 1999 Att Trust 0.0123% 3,614
22. Xxxxxxx X. Xxxxxxxxx 0.0036% 1,059
23. Xxxxx Xxxxxxx 0.0066% 1,937
24. Xxxxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxx, Tenants by 0.0137% 4,027
the Entireties
25. Xxxxx X. Xxxxxxxx 0.0051% 1,501
26. Xxxxxxx X. XxXxxxxx 0.0059% 1,744
27. Xxxxx X. Xxxxx 0.0139% 4,111
28. Xxxxxx X. Xxxxx, Xx. 0.0034% 1,007
29. Xxxx X. Xxxxx 0.0033% 969
30. Xxxx Xxxx 0.0068% 2,015
31. Charlie (C.B.) Tomm and Xxxxx XxXxxxxxxx Tomm, Tenants by 0.0457% 13,489
the Entireties
32. Xxxxxxx X. Xxxxxxxx 0.0066% 1,937
33. CNC Automotive, LLC 0.4736% 139,706
34. Dealer Group LLC 0.4651% 137,210
35. Xxxx X. Xxxxx 0.1826% 53,877
36. J.I.W. Enterprises, Inc. 0.4738% 139,758
37. DMCD Autos Irving, Inc. 0.2560% 75,517
38. DMCD Autos Houston, Inc. 0.1086% 32,035
39. Xxxxx Xxxxx 0.0261% 7,687
40. Xxxx Xxxxxx 0.0261% 7,687
41. Childs & Associates Inc. 0.0518% 15,293
42. Xxxxx Xxxxxxxxxx Cars, Inc. 0.1368% 40,342
43. Xxxx Xxxx 0.0020% 604
44. Xxxxxx X. Xxxx 0.1117% 32,956
45. Xxxx Xxxxxxx 0.0131% 3,877
46. Xxxxxx Xxxxxxx 0.0066% 1,939
47. Xxxxxx Xxxxxxxx 0.0030% 871
48. Xxxxx Xxxxx 0.0098% 2,884
II. MANAGERS
1. Xxxxxx Family Partnership, L.P. 0.0155% 4,586
2. Xxxxxx Xxxxxx 0.0081% 2,394
3. Xxxxxx X. Xxxxxx 0.0131% 3,859
4. Xxxxxx X. XxXxxxxx 0.0078% 2,315
CARRIED INTEREST TRANSFERRED AND COMPANY SHARES
RECEIVED IN CONNECTION WITH THE FIRST TRANSFER AND EXCHANGE
1. Xxxxxx Xxxxxx 0.0028% 816
2. Estate of Xxxxx Xxxxxxxx 0.0044% 1,303
Total 10.0000% 2,950,000
SCHEDULE IV
INTERESTS TRANSFERRED AND COMPANY SHARES RECEIVED
IN CONNECTION WITH THE SECOND TRANSFER AND EXCHANGE
Company
Interests Shares
Transferred Received
----------- ---------
1. Xxxxxx Automotive Holdings L.L.C. 53.5665% 15,802,110
I. DEALERS
1. Xxxxxx Management Services, Inc. 0.1504% 44,371
2. Xxxxxx Chevrolet, Inc. 4.0756% 1,202,292
3. Spectrum Sound & Accessories, Inc. 0.3007% 88,717
4. Xxxxxx Xxxxxxxx Automobiles, Inc. 0.7369% 217,392
5. Xxxxxx Luxury Imports, Inc. 1.3686% 403,732
6. Xxxxxx Atlanta Imports, Inc. 0.3308% 97,597
7. Spectrum Leasing, Inc. 0.0301% 8,879
8. Xxxxxx X. XxXxxxx III 1.3845% 408,420
9. Xxxx X. XxXxxxx 0.0643% 18,971
10. The Xxxxxxxx X. XxXxxxx Irrevocable Trust 0.0349% 10,291
11. The Xxxxxxxx Family Limited Partnership 0.1880% 55,452
12. River Ridge Investments, LLC 0.1405% 41,458
13. The X. X. Xxxxxxxxx Irrevocable Trust 0.0112% 3,311
14. The M. B. Xxxxxxxxx Irrevocable Trust 0.0112% 3,311
15. Xxx Xxxxx 0.0209% 6,175
16. Xxxx Xxxxxx 0.0409% 12,051
17. Xxxxxxx X. Xxxxxxxx 0.0296% 8,740
18. Xxxxxx Xxxxxx 4.5673% 1,347,339
19. Xxxxxx X. Xxxxxxx 1999 Att Trust 0.1103% 32,526
20. Xxxxxxx X. Xxxxxx 1999 Att Trust 0.1103% 32,526
21. Xxxxx X. Xxxxxx 1999 Att Trust 0.1103% 32,526
22. Xxxxxxx X. Xxxxxxxxx 0.0323% 9,532
23. Xxxxx Xxxxxxx 0.0591% 17,435
24. Xxxxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxx, Tenants by 0.1229% 36,242
the Entireties
25. Xxxxx X. Xxxxxxxx 0.0458% 13,507
26. Xxxxxxx X. XxXxxxxx 0.0532% 15,697
27. Xxxxx X. Xxxxx 0.1254% 36,995
28. Xxxxxx X. Xxxxx, Xx. 0.0307% 9,067
29. Xxxx X. Xxxxx 0.0296% 8,718
30. Xxxx X. Xxxx 0.0615% 18,134
31. Charlie (C.B.) Tomm and Xxxxx XxXxxxxxxx Tomm, Tenants by 0.4115% 121,403
the Entireties
32. Xxxxxxx X. Xxxxxxxx 0.0591% 17,435
33. CNC Automotive, LLC, f/k/a Crown North Carolina, LLC 4.2622% 1,257,358
34. Dealer Group LLC 4.1861% 1,234,890
35. Xxxx X. Xxxxx 1.6437% 484,897
36. J.I.W. Enterprises, Inc. 4.2638% 1,257,825
37. DMCD Autos Irving, Inc. 2.3039% 679,651
38. DMCD Autos Houston, Inc. 0.9773% 288,318
39. Xxxxx Xxxxx 0.2345% 69,179
40. Xxxx Xxxxxx 0.2345% 69,179
41. Childs & Associates Inc. 0.4666% 137,639
42. Xxxxx Xxxxxxxxxx Cars, Inc. 1.2308% 363,080
43. Xxxx Xxxx 0.0184% 5,435
44. Xxxxxx X. Xxxx 1.0054% 296,607
45. Xxxx Xxxxxxx 0.1183% 34,895
46. Xxxxxx Xxxxxxx 0.0591% 17,447
47. Xxxxxx Xxxxxxxx 0.0266% 7,839
48. Xxxxx Xxxxx 0.0880% 25,956
II. MANAGERS
1. Xxxxxx Family Partnership, L.P. 0.1399% 41,273
2. Xxxxxx Xxxxxx 0.0730% 21,542
3. Xxxxxx X. Xxxxxx 0.1177% 34,730
4. Xxxxxx X. XxXxxxxx 0.0706% 20,838
CARRIED INTEREST TRANSFERRED AND COMPANY SHARES
RECEIVED IN CONNECTION WITH THE SECOND TRANSFER AND EXCHANGE
1. Xxxxxx Xxxxxx 0.0249% 7,340
2. Estate of Xxxxx Xxxxxxxx 0.0397% 11,724
Total 90.0000% 26,550,000
SCHEDULE V
LIENS
XXXX XXXXX
The Transferred Interests of Xxxx Xxxxx may be subject to a pledge in form of
Xxxxxx Automotive Holdings L.L.C. (formerly known as Xxxxxx Automotive Group
L.L.C.).
XXX XXXXX
The Transferred Interests of Xxx Xxxxx are restricted under a negative pledge
agreement dated November 6, 1998 between NationsBank N.A. and Xxx Xxxxx.
XXXX XXXXXX
The Transferred Interests of Xxxx Xxxxxx are restricted under a negative
pledge agreement dated November 6, 1998 between NationsBank N.A. and Xxxx
Xxxxxx.
XXXXXXX (X.X.) TOMM AND XXXXX XXXXXXXXXX TOMM, TENANTS BY THE ENTIRETIES
The Transferred Interests of Charlie (C.B.) Tomm and Xxxxx XxXxxxxxxx Tomm,
Tenants by the Entireties are subject to (i) a Put/Call Agreement entered into
with Xxxxxx Xxxxxx and (ii) a lien in favor of AmSouth Bank to secure a purchase
of 5.78 acres of land on the intercoastal waterway in St. Xxxxx County, Florida.
XXXXX X. XXXXXX, XXXX X. XXXX AND XXXXX XXXXXXXX
The Transferred Interests of Xxxxx X. Xxxxxxx and Xxxx X. Xxxx are, and the
Transferred Interest of Xxxxx Xxxxxxxx may be, subject to liens held by First
Union National Bank of Florida.
