EXHIBIT 10.4.1
H O N D A
AUTOMOBILE DEALER
SALES AND SERVICE
AGREEMENT
Lithia Motors, Inc. dba
LITHIA HONDA #207171
000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxx 00000-0000
AMERICAN HONDA MOTOR CO., INC.
-46-
A
This is an agreement between the Honda Automobile Division, American
Honda Motor Co., Inc. [American Honda] and Lithia Motors, Inc. [Dealer], a(n)
Oregon corporation doing business as LITHIA HONDA. By this agreement, which
is made and entered into at Torrance, California, effective the 11th day of
August, 1994, American Honda gives to Dealer the nonexclusive right to sell
and service Honda Products at the Dealership Location. It is the purpose of
this Agreement, including the Honda Automobile Dealer Sales and Service
Agreement Standard Provisions [Standard Provisions], which are incorporated
herein by reference, to set forth the rights and obligations which Dealer
will have as a retail seller of Honda Products. Achievement of the purposes
of this Agreement is premised upon the mutual understanding and cooperation
between American Honda and Dealer. American Honda and Dealer have each
entered into this Agreement in reliance on the integrity and ability and
expressed intention of each to deal fairly with the consuming public and with
each other.
For consistency and clarity, terms which are used frequently in this
Agreement have been defined in Article 12 of the Standard Provisions.
B
American Honda grants to Dealer the nonexclusive right to buy Honda
Products and to identify itself as a Honda dealer at the Dealership Location.
Dealer assumes the obligations specified in this Agreement and agrees to
sell and service effectively Honda Products within Dealer's Primary Market
Area and to maintain premises satisfactory to American Honda.
C
Dealer covenants and agrees that this Agreement is personal to Dealer, to
the Dealer Owner, and to the Dealer Manager, and American Honda has entered
into this Agreement based upon their particular qualifications and attributes
and their continued ownership or participation in Dealership Operations. The
parties therefore recognize that the ability of Dealer to perform this
Agreement satisfactorily and the Agreement itself are both conditioned upon
the continued active involvement in or ownership of Dealer by either:
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(1.) the following person(s) in the percentage(s) shown:
PERCENT OF
NAME ADDRESS TITLE OWNERSHIP
Xxxxxx X. XxXxxx 360 X. Xxxxxxx President/ 75 shares
Medford, Oregon Secretary/
Treasurer
Xxxxxxx X. Xxxxxxx 000 Xxxxxxxxx Xxxxxx Vice President 45 shares
Medford, Oregon
(2.) _______________________________________________________, an individual
personally owning an interest in Dealer or at least 25% and who has
presented to American Honda a firm and binding contract giving to him
the right and obligation of acquiring an ownership interest in Dealer
in excess of 50% within five years of the commencement of Dealership
Operations and being designated in that contract as Dealer operator.
D
Dealer represents, and American Honda enters into this Agreement in
reliance upon the representation, that Xxxxx XxXxxx exercises the functions
of Dealer Manager and is in complete charge of Dealership Operations with
authority to make all decisions on behalf of Dealer with respect to
Dealership Operations. Dealer agrees that there will be no change in Dealer
Manager without the prior written approval of American Honda.
E
American Honda has approved the following premise as the location(s) for
the display of Honda Trademarks and for Dealership Operations.
HONDA NEW VEHICLE
SALES SHOWROOM PARTS AND SERVICE FACILITY
000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Medford, Oregon
SALES AND GENERAL OFFICES USED VEHICLE DISPLAY
AND SALES FACILITIES
Page 2 of 00
-0-
000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx
F
There shall be no voluntary or involuntary change, direct or indirect, in
the legal or beneficial ownership or executive power or responsibility of
Dealer for the Dealership Operations, specified in Paragraphs C and D hereof,
without the prior written approval of American Honda.
G
Dealer agrees to maintain, solely with respect to the Dealership
Operations, minimum net working capital of $168,136.00, minimum owner's
equity of $210,045.00, and flooring and a line or lines of credit in the
aggregate amount of $574,140.00 with banks or financial institutions approved
by American Honda for use in connection with Dealer's purchases of and
carrying of inventory of Honda Products, all of which American Honda and
Dealer agree are required to enable Dealer to perform its obligations
pursuant to this Agreement. If Dealer also carries on another business or
sells other products, Dealer's total net working capital, owner's equity and
lines of credit shall be increased by an appropriate amount.
H
This Agreement is made for the period beginning August 11, 1994 and
ending August 31, 1999, unless sooner terminated. Continued dealings between
American Honda and Dealer after the expiration of this Agreement shall not
constitute a renewal of this Agreement for a term, but rather shall be on a
day-to-day basis, unless a new agreement or a renewal of this Agreement is
fully executed by both parties.
I
This Agreement may not be varied, modified or amended except by an
instrument in writing, signed by duly authorized officers of the parties,
referring specifically to this Agreement and the provision being modified,
varied or amended.
J
Neither this Agreement, nor any part thereof or interest therein, may be
transferred or assigned by Dealer, directly or indirectly, voluntarily or by
operation of law, without the prior written consent of American Honda.
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-3-
Lithia Motors, Inc. dba
LITHIA HONDA #207171 By
----------------------------------- -------------------------
[Corporate or Firm Name] [Dealer]
AMERICAN HONDA MOTOR CO., INC. [Corporate Seal]
HONDA AUTOMOBILE DIVISION
By
--------------------------------
Xxxxxxx Xxxxxxxx
Xx. Vice President
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