ASSET PURCHASE AGREEMENT
THIS AGREEMENT is entered into this 25th day of January, 1999, by and between Gene Messer Imports,
Inc., a Texas corporation, d/b/a/ Gene Messer Mitsubishi, Volkswagen, and Kia ("Seller"), and Lubbock
Automotive - M, Inc., a Delaware corporation ("Purchaser").
WHEREAS, Seller is presently a party to a Sales and Service Agreement with Volkswagen of America, Inc.
("Volkswagen"), Mitsubishi Motors Sales of America, Inc. ("Mitsubishi"), and Kia Motors Sales of America, Inc.
("Kia") (collectively or individually "Manufacturer"); which provide for the sale and service of Volkswagen,
Mitsubishi, and Kia vehicles ("Dealership") at 4025 W. Loop 289, Lubbock, Texas 79407 (the "Dealership
WHEREAS, Purchaser wishes to acquire substantially all of the assets of Seller for the purpose of succeeding
Seller as the authorized Volkswagen, Mitsubishi, and Kia dealer at the Dealership Location.
WHEREAS, the Seller is one of six (6) affiliated companies (the "Companies") that own dealerships that sell new
vehicles manufactured by various manufacturers;
WHEREAS, the Purchaser and affiliates has made an offer to buy substantially all of the assets of the Companies
under the terms and conditions set forth herein;
WHEREAS, the Companies are dependent on each other for management skills, training, "best practices," and
economies of scale, and the Seller could not operate its business effectively without the benefits it receives from
the other Companies;
WHEREAS, while the parties have allocated the value of the goodwill among the Companies based upon an
objective formula, the effect of each Company on the combined goodwill of all of the Companies as a group is
significantly greater than the goodwill allocated to each Company separately;
WHEREAS, the Seller would not sell the Assets to Purchaser unless Purchaser continues the existing
relationships among the Companies and Purchaser and affiliates buy substantially all of the assets