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EXHIBIT 99.9
TRUST AGREEMENT
This Trust Agreement entered into and made this 15 day of April,
1999, by and between Xxx Xxxxxxxxxxxx and Xxx Xxxxxxxxxx, Trustees, and V-Twin
Acquisitions, Inc., a District of Columbia corporation (hereinafter "V-Twin of
DC") and V-Twin Acquisitions, Inc. of Virginia (hereinafter "V-Twin of VA") is
made by the parties hereto for the consideration and purposes reflected below:
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Consideration
WHEREAS, V-Twin of DC is a publicly traded District of Columbia
corporation desiring to benefit from the available accounting consolidation and
management of selected motorcycle dealerships, and
WHEREAS, V-Twin of VA is owned and controlled, as a close Virginia
corporation, by A. Xxx Xxxxxxxxxx and Xxx X. Xxxxxxxxxxxx as its sole
shareholders, and desires to maintain this close corporation status as an
independent entity, while still remaining able to benefit from the downstreaming
and accounting consolidation from V-Twin of DC, and
WHEREAS, Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx are also shareholders
of V-Twin of DC, as well as officers and directors of V-Twin of DC, and
WHEREAS, Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx are willing to act as
Trustees of V-Twin of VA for the use and benefit of V-Twin of DC to accomplish
these purposes, it is
NOW THEREFORE AGREED by all parties hereto as follows:
1. TITLE. Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx, while maintaining full legal
title to all shares of V-Twin of VA which they own (such shares constituting
100% of the outstanding shares of V-Twin of VA), agree to hold these shares in
Trust for the use and benefit of V-Twin of DC.
2. SEPARATION. V-Twin of VA agrees that it shall maintain its sole separate and
independent legal status as a Virginia close corporation, with the totality, one
hundred percent, of its shares to, always and forever, be owned by Messrs.
Xxxxxxxxxx and
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Xxxxxxxxxxxx and no other person, but for modification of this Trust Agreement.
3. RELATIONSHIP. V-Twin of DC hereby agrees to consider any and all loan, direct
payment or downstreaming of revenue requests from V-Twin of VA on a priority
basis.
4. ACCOUNTING CONSOLIDATION. By the Trust Agreement it is covenanted, agreed and
established by all parties hereto that for the purposes of FASB rules, GAAP
rules, and other relevant accounting principles, for accounting purposes alone
and for no other reason or purpose, V-Twin of DC may consolidate its financial
statements, including, but not limited to, earnings, assets and balance sheet
items, with that of V-Twin of VA, this accounting consolidation being one of the
fundamental reasons for the creation of the Trust.
5. NO CONFLICT. This Trust Agreement creates no conflict between V-Twin of VA,
V-Twin of DC, and Messrs. Xxxxxxxxxxxx and Xxxxxxxxxx.
6. CONSIDERATION. As consideration for Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx
entering into this Trust Agreement, V-Twin of DC, and/or V-Twin of VA, agree to
purchase Key Man life insurance policies or another like kind of personal
insurance coverage for Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx at a propitious time.
7. FIDUCIARY DUTY. Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx recognize that they, as
individuals, have a fiduciary duty to both V-Twin of VA and V-Twin of DC.
8. SHARE ISSUANCE. As a result of V-Twin of DC returning the Century shares to
Xxxxx Xxxx Holdings, and Xxxxx Xxxx Holdings returning its V-Twin of DC shares
to V-Twin of DC, this Trust Agreement will cause V-Twin of DC to issue V-Twin of
DC shares in the same amount as were issued to Xxxxx Xxxx Holdings to Xxx
Xxxxxxxxxxxx for his efforts and assumption of personal liability associated
with obtaining the floor plan lines of credit for V-Twin of VA.
9. CLOSE CORPORATION. In all other respects, this Trust Agreement
notwithstanding, V-Twin of VA shall be treated as a sole and separate close
corporation and is not a direct, indirect, or any other type of subsidiary of
V-Twin of DC.
10. NOTICES. Any notices hereunder with respect to V-Twin of VA shall be sent to
Messrs. Xxxxxxxxxxxx and Xxxxxxxxxx at their respective addresses: 00000
Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000 and
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0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000. Any notices hereunder with respect to
V-Twin of DC shall be sent to: Corporate Secretary, V-Twin Acquisitions, Inc.,
0000 X Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000. Any notices hereunder with
respect to V-Twin of VA shall be sent to: Corporate Secretary, V-Twin
Acquisitions, Inc. of Virginia, 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000. Any notice
shall be given by registered or certified mail, postage prepaid, and shall be
deemed to have been given when deposited in the United States mail. Either party
may designate any other address to which notice shall be given, by giving
written notice to the other of such change in address in the manner herein
provided.
11. GOVERNING LAW. This Trust Agreement has been made in the Commonwealth of
Virginia and shall be construed and governed in accordance with the laws thereof
without regard to conflicts of laws, and each of the parties hereto irrevocably
consents to the jurisdiction of venue of the federal and state courts located in
the Commonwealth of Virginia.
12. ENTIRE AGREEMENT. This Trust Agreement contains the entire Agreement between
the parties, may not be altered or modified, except in writing and signed by the
parties hereto.
13. BINDING EFFECT. This Trust Agreement shall be binding upon the parties
hereto and their respective heirs, administrators, successors, and assigns. This
Trust Agreement shall survive Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx, jointly and
severally, as Trustees herein, and shall be binding in all respects upon the
executors, administrators or any other fiduciary party charged with
responsibility over the management of the respective estates of either Messrs.
Xxxxxxxxxx or Xxxxxxxxxxxx. It is the express intent of Messrs. Xxxxxxxxxx and
Xxxxxxxxxxxx, jointly and severally, that this Trust Agreement shall be the
obligation of their respective estates and should be given full force and effect
by their respective estate administrators.
14. PRIVILEGES AND IMMUNITIES. It is further reflected herein, as the intent of
all parties hereto, that Messrs. Xxxxxxxxxx and Xxxxxxxxxxxx enter into this
Trust Agreement through the exercise of all privileges and immunities to which
they are entitled by virtue of the Constitutions of both the United States of
America and the Commonwealth of Virginia. Their entrance into this Agreement is
agreed by all parties hereto as an exercise of their free right to contract and
exercise of property rights allowed by the aforesaid Constitutions.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year above first written.
/s/ XXX XXXXXXXXXXXX
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Xxx Xxxxxxxxxxxx, Individually
/s/ A. XXX XXXXXXXXXX
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A. Xxx Xxxxxxxxxx, Individually
/s/ XXX XXXXXXXXXXXX PRESIDENT
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Xxx Xxxxxxxxxxxx, President
V-Twin Acquisitions, Inc. of VA
/s/ A. XXX XXXXXXXXXX SECRETARY
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A. Xxx Xxxxxxxxxx, Secretary
V-Twin Acquisitions, Inc. (DC)
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