EXHIBIT 2.1.4 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into this 1st day of July, 1997 by and among FIRSTAMERICA AUTOMOTIVE, INC., a Delaware corporation ("FirstAmerica"), Cziska Price, Inc....Merger Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
ANDStockholders' Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Delaware
EXHIBIT 2.1.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into this 1st day of July, 1997 by and among FIRSTAMERICA AUTOMOTIVE, INC., a Delaware corporation ("FirstAmerica"), California Carriage,...Agreement and Plan of Reorganization • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.10 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement is entered into by and between FirstAmerica Automotive, Inc. (the "Company") and Donald Strough ("Executive") this 1st day of July, 1997...Executive Employment Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.4.1 AGREEMENT BETWEEN TOYOTA MOTOR SALES, U.S.A., INC. AND FIRSTAMERICA AUTOMOTIVE, INC.Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.10.2 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is made and entered into by and between FirstAmerica Automotive, Inc. (the "Company") and Steven S. Hallock ("Hallock") as of March 1, 1997.Employment Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made by and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with an office located at 1000 Hart Road, Barrington, Illinois 60010...Loan and Security Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Illinois
EXHIBIT 2.1.6 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of this 14th day of March 1997, by and among FAA Concord N, Inc. a California corporation or Nominee ("Purchaser") and Concord Nissan, Inc., a California corporation d/b/a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.7 MASTER AGREEMENTMaster Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Michigan
EXHIBIT 10.10.1 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement is entered into by and between FirstAmerica Automotive, Inc. (the "Company") and Thomas Price ("Executive") as of this 1st day of July,...Executive Employment Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 2.1.7 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July 1997, by and between The Price Trust u/t/d 10/5/84 (the "Seller"), FirstAmerica Automotive, Inc., a Delaware corporation (the "Purchaser") and Smart...Stock Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
SUPPLEMENTAL AGREEMENT TO DEALER SALES AND SERVICE AGREEMENT (PUBLICLY TRADED COMPANY) THIS SUPPLEMENTAL AGREEMENT (this "Supplemental Agreement"), dated as of May 1, 1997, is entered into among FAA Serramonte, Inc., dba Serramonte Isuzu, dba...Supplemental Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
AGREEMENT ---------Noncompetition Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
TOYOTA DEALER AGREEMENT TABLE OF CONTENTSDealer Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.1.1 INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement (this "Agreement"), dated as of July 8, 1997, is entered into by and among TCW/CRESCENT MEZZANINE PARTNERS, L.P., TCW/CRESCENT MEZZANINE TRUST, and...Intercreditor and Subordination Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • Illinois
EXHIBIT 2.1.10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of this 23rd day of January 1997, by and among FirstAmerica Automotive, Inc., a Nevada corporation or Nominee ("Purchaser") and Auto Center of North County, Inc., a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
CHRYSLER CORPORATION DODGE SALES AND SERVICE AGREEMENTSales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 2.1.8 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered this 19th day of March 1997, by and among FirstAmerica Automotive, Inc., a Nevada corporation or nominee ("Purchaser") and Asian Pacific Industries, Inc., a...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
LOGO] MITSUBISHI MOTOR SALES OF AMERICA. Inc. --------------------------------- ----------------------------------------------- DEALER SALES AND SERVICE AGREEMENT --------------------------------------------------------------------- ----------- THIS...Dealer Sales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 2.1.9 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of this 23rd day of January 1997, by and among FirstAmerica Automotive, Inc., a Nevada corporation or Nominee ("Purchaser") and Auto Center of Poway, Inc., a California...Asset Purchase Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
EXHIBIT 10.9.3 LEASE AGREEMENT This Lease ("LEASE") is entered into this 1st day of July 1997 in the City of Colma, County of San Mateo, State of California, between Price Trust u/t/d 10/5/84 ("LANDLORD") and FirstAmerica Automotive, Inc., a Delaware...Lease Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.9.2 LEASE AGREEMENT This Lease ("LEASE") is entered effective as of April 15, 1998 in the City of Colma, County of San Mateo, State of California, between Price Trust u/t/d 10/5/84 ("LANDLORD") and FirstAmerica Automotive, Inc., a Delaware...Lease Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
DISTRIBUTOR and DEALER agree that the retention of qualified management is of critical importance to satisfy the commitments made by DEALER in this Agreement. DISTRIBUTOR, therefore, enters into this Agreement in reliance upon DEALER's representation...Toyota Dealer Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
NISSAN DEALER TERM SALES AND SERVICE AGREEMENTDealer Term Sales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.9 LEASE AGREEMENT This Lease ("LEASE") is entered into this 18th day of September 1997 in the City of San Jose, County of Santa Clara, State of California, between Bay Automotive Properties, LLC ("LANDLORD") and FirstAmerica Automotive,...Lease Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
AGREEMENT ---------Nissan Contiguous Market Ownership Addendum • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
AGREEMENT ---------Contiguous Market Ownership Areas Formation and Linkage Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
AGREEMENT ---------Holding Company Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
CHRYSLER CORPORATION DODGE SALES AND SERVICE AGREEMENTSales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
EXHIBIT 10.9.5 LEASE AGREEMENT This Lease ("LEASE") is entered into this 1st day of July 1997 in the City of Santa Clara, County of Santa Clara, State of California, between Rosewood Village Associates, a California limited partnership ("LANDLORD")...Lease Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
AGREEMENT ---------Contiguous Market Ownership Addendum • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
PONTIAC-GMC DIVISION PONTIAC DEALER SALES AND SERVICE AGREEMENT In reliance upon the agreement by the parties to fulfill their respective commitments, this Agreement, effective JUNE 30, 1997, is entered into by General Motors Corporation, Pontiac...Pontiac Dealer Sales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services
NISSAN DEALER SALES AND SERVICE AGREEMENT STANDARD PROVISIONS NISSAN DIVISION NISSAN MOTOR CORPORATION IN U.S.A.Sales and Service Agreement • May 14th, 1998 • Firstamerica Automotive Inc /De/ • Services-management services • California
