EXHIBIT 13.1
ADDENDUM To DAEWOO MOTOR AMERICA, INC.,
AUTOMOBILE DEALER SALES AND SERVICE AGREEMENT
This Addendum ("Addendum") is made and entered into as of the 5 day of
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October, 1999, by and among the Daewoo Motor America, Inc., ("DMA") and Lo
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Xxxxxx and Associates, Inc. ("Dealer"), and is hereby made part of and expressly
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incorporated by reference into the Daewoo Motor America, Inc. Automobile Dealer
Sales and Service Agreement ("Dealer Agreement") executed between the same
parties on the 5 day of OCTOBER, 1999.
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INTRODUCTION
In connection with its sale of Daewoo Products, DMA has established a dual
distribution network consisting of (i) a network of authorized Daewoo dealers,
operating at approved locations to sell and service Daewoo Products (the "Dealer
Network") and (ii) a network of stores ("Stores") owned and operated by DMA that
directly sell and service Daewoo Products (the "Company Store Network") (the
Dealer Network and the Company Store Network are collectively referred to as the
"Dual Distribution Network"). This Addendum sets forth the parties' agreement
concerning the Dual Distribution Network.
Accordingly, the parties agree as follows:
1. Acknowledgement/Consent to Dual Distribution Network
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Dealer acknowledges that DMA will operate the Dual Distribution
Network and that DMA may operate Stores within the same state in which Dealer
operates, and Dealer fully and freely consents to said operation of the Dual
Distribution Network, which will increase the exposure and customer awareness of
Daewoo Products and thereby benefit Dealer.
2. PMAs
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DMA acknowledges that Dealer is not restricted from selling or
servicing Daewoo Products to customers located outside Dealer's PMA, including
customers located in the PMA(s) of any Stores. Dealer similarly acknowledges
that DMA is not restricted from selling or servicing Daewoo Products to
customers located outside the PMA(s) of any of its Stores, including customers
located in Dealer's PMA.
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3. Release
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Upon execution of this Addendum by Dealer, and in consideration of DMA
entering into the Dealer Agreement, Dealer hereby releases DMA from any and all
claims, demands, contracts and liabilities (including, but not limited to,
statutory liabilities) known or unknown, of any kind whatsoever, arising out of
or in connection with the Dual Distribution Network, and regardless of whether
Dealer knows or suspects the claim to exist in its favor at the time of
executing this Addendum and whether or not if known to it, it would have
materially affected its release hereunder.
4. Miscellaneous
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a. Dealer acknowledges and agrees that the terms set forth in this
Addendum are fair and reasonable, and Dealer voluntarily undertakes
the obligations set forth herein. Dealer acknowledges and agrees that
DMA has not pressured, coerced, attempted to coerce or forced Dealer
to enter into this Addendum, and that it is executed without any
duress or undue influence on the part of, or on behalf of, DMA, and
after Dealer has consulted with its counsel.
b. Dealer acknowledges and agrees that Dealer's refusal or failure to
abide by this Addendum shall constitute a material and significant
breach of reasonable and material terms of the Dealer Agreement.
c. The parties acknowledge and agree that all other terms and provisions
of the Dealer Agreement that are not specifically amended in this
Addendum remain in full force and effect. This Addendum shall not in
any way affect the terms of the Dealer Agreement except as
specifically set forth herein. This Addendum and the Dealer Agreement
collectively set forth the entire agreement between the parties
hereto, and fully supersede any and all prior agreements or
understandings between the parties pertaining to the subject matter
hereof. In the event of any conflict between the Dealer Agreement and
this Addendum, this Addendum shall control. No change in, modification
of or addition, amendment or supplement to this Addendum shall be
valid unless set forth in writing and signed and dated by the parties.
d. In the event that any term, provision, condition or covenant of this
Addendum is determined by a court of competent jurisdiction to be
prohibited or otherwise invalid, then such term, provision, condition
or covenant shall be ineffective only to the extent of such
prohibition or invalidity and shall not invalidate or otherwise render
ineffective any other terms, provisions, conditions or covenants of
this Addendum.
e. This Addendum shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Dealer
agrees that it is per se reasonable for Daewoo to withhold consent to
a proposed
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buy/sell where the prospective purchaser refuses to agree to the terms
and conditions set forth in this Addendum.
By their signatures hereto, the parties have executed this Addendum as of the
date first above written.
DEALER: Lo Xxxxxx and Associates, Inc.
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(DEALER Entity Name)
By: /s/ Xxxxxxx X. Lo Xxxxxx President
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SIGNATURE TITLE
DAEWOO MOTOR AMERICA, INC.:
By: /s/ PRES & CEO
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SIGNATURE TITLE
By: /s/ SVP
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SIGNATURE TITLE
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