Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest December 2, 1996
Event Reported)
MOTOR CLUB OF AMERICA
(Exact Name of Registrant as specified in Charter)
New Jersey 0-671 22-0747730
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
95 Route 17 South, Paramus, New Jersey 07653-0931
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (201) 291-2000
Item 5. Other Events
On December 2, 1996 the Registrant sold, effective
December 1, 1996, 100% of the stock of Motor Club of America Enterprises, Inc.
("Enterprises") to JVL Holding Properties, Inc. ("JVL"), an owner
of other motor vehicle association operations, for $1,125,000.
Enterprises owned the motor club operations of the Registrant. The
sale will result in a gain for the Registrant of approximately
$735,000 or $.36 per share, which will be included in its fourth
quarter 1996 results.
The Registrant also executed an additional agreement
("the Other Agreement") whereby the Registrant will provide certain
servicing facilities to JVL in conjunction with the operation of
Enterprises, primarily in the State of New Jersey and in particular
to those members who also purchase automobile insurance through
Motor Club of America Insurance Company.
The Stock Purchase Agreement and its related Schedules are
incorporated by reference.
The Other Agreement and its related Exhibit are
incorporated by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description Reference
99-f Stock Purchase Agreement Pages 4 to 172
between Motor Club of
America and JVL Holding
Properties, Inc.
99-g Agreement dated December Pages 173 to 191
2, 1996 between Motor Club
of America and Motor Club
of America Enterprises, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly authorized.
MOTOR CLUB OF AMERICA
By: /s/ Stephen A. Gilbert
Stephen A. Gilbert
President and Chief
Executive Officer
DATED: December 27, 1996
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and
entered into this 27 day of November, 1996, by and between Motor
Club of America (referred to herein as "Seller"), and JVL Holding
Properties, Inc. (referred to herein as "Purchaser"), and in which
such parties, in consideration of the mutual promises set forth
below and other good and valuable considerations, the mutuality,
receipt and sufficiency of which are hereby acknowledged, agree as
follows:
W I T N E S S E T H:
WHEREAS, Seller owns in the aggregate Twenty-Five Thousand
(25,000) shares of the Common Stock, par value $1.00 per share
("Shares"), of Motor Club of America Enterprises, Inc., a Delaware
corporation (the "Company"), representing all of the issued and
outstanding stock of the Company;
WHEREAS, Seller wishes to sell the Shares to Purchaser, which
wishes to purchase the Shares from Seller, subject to all of the
provisions of this Agreement:
NOW THEREFORE, in consideration of their respective covenants
herein, of the warranties and representations set forth herein, and
for other valuable considerations, the receipt and sufficiency of
which are acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Purchase and Sale of the Shares. At the Closing (as
defined in Section 9.1.1), subject to all conditions and provisions
hereof, Seller shall sell, convey, transfer, assign and deliver,
and there shall be purchased from Seller one hundred percent
(100%) of the Shares.
2. Consideration. In consideration of Purchaser's purchase
of the Shares from Seller, Purchaser shall, at the Closing, deliver
to Seller One Million One Hundred Twenty-Five Thousand and no/100
Dollars ($1,125,000.00) in immediately available funds subject to
reductions as provided in Section 7.1.8
Purchaser shall deliver such immediately available funds to
Seller by wire transfer in accordance with wire instructions
furnished by Seller to Purchaser.
3. Seller's General Representations and Warranties. As an
inducement to Purchaser to enter into this Agreement and to
purchase the Shares hereunder, Seller represents and warrants to
Purchaser that as of Closing:
3.1 Ownership of Shares. Seller has, and will at the
Closing have, good and valid title to the Shares, subject to no
liens, encumbrances, charges, equities, proxies, voting trusts,
restrictions, agreements and imperfections of title. No person or
entity other than Seller has, or will at the Closing have, any
interest whatever in the Shares either of record or beneficially,
except such interest as is created in Purchaser by virtue of this
Agreement and except such beneficial ownership as may exist as a
result of control of Seller which beneficial ownership will
terminate at the Effective Date. At and after the Effective Date,
Purchaser will have good and valid title to the Shares, in full
ownership, subject to no liens, encumbrances, charges, equities,
proxies, voting trusts, restrictions, agreements and imperfections
of title other than those, if any, which are created by Purchaser.
The certificates representing the Shares contain, and will at the
Closing contain, no restrictive legend.
3.2 Status of Seller. Seller is a corporation, duly
incorporated in the State of New Jersey and in good standing in all
states it is registered to do business in. The Seller has full
corporate power, authority and legal capacity to own its property
and assets (including the Shares) and to enter into this Agreement
and consummate the transactions contemplated hereby.
3.3 Authorization: Consents; No Violations: Etc. The
execution and consummation of this Agreement by Seller have been
duly and validly authorized and approved by all necessary action on
the part of each Seller. No approvals, authorizations or consents,
other than those already duly obtained, including, without
limitation, an order of the New Jersey Department of Banking and
Insurance that the contemplated transactions are exempt from the
New Jersey Insurance Holding Company Systems Act, are necessary to
permit Seller to enter into this Agreement and consummate the
transactions contemplated hereby; provided, however, it is
expressly recognized that no representation or warranty is being
made by Seller with respect to the actions which Purchaser or the
Company must take after Closing with respect to licenses and
permits and other regulatory matters in connection with the
transactions contemplated hereby. The execution of this Agreement
and the consummation of the transactions contemplated hereby do not
and will not violate, conflict with, or constitute a breach of, or
default under, any term or provision of any material instrument,
contract, commitment, statute, regulation, or judicial or
administrative order, award, judgment or decree to which any Seller
is a party or by or to which any Seller or such Seller's assets
(including the Shares) are bound or subject; and does not, and will
not result in the creation or imposition of any adverse claim or
interest, or any lien, encumbrance, charge, equity or restriction
of any nature whatever, upon or affecting the Shares, other than as
created in Purchaser by virtue of this Agreement. This Agreement
has been duly executed by Seller, is legal, valid and binding with
respect to Seller, and is enforceable against Seller in accordance
with its terms, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar
laws of general application affecting the rights of creditors; and
(b) applicable laws and regulations and principles of equity which
may restrict the enforcement of certain remedies or the
availability of certain equitable remedies.
3.4 No Assumption of Obligations. The execution and
consummation of this Agreement by Purchaser do not and will not
obligate Purchaser under, or with respect to, or result in, the
assumption by Purchaser of any obligations of Seller under or with
respect to, any liability, agreement or commitment of Seller, other
than the obligations, liabilities, agreements or commitments of
Seller set forth in Schedule 3.4, attached hereto as a part hereof.
3.5 Full Disclosure; Correctness and Survival. No
representation or warranty of Seller contained in Section 3,
Section 4 or other sections of this Agreement, no exhibit or
schedule referred to in or attached to this Agreement, and no
certification or document furnished or to be furnished in
connection with this Agreement or the transactions contemplated
hereby contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to
make the statements made, in the circumstances under which they
were made, not misleading as of execution hereof and as of the
Closing. All representations and warranties (i) will be true and
correct on the date of the Closing, and (ii) shall survive the
Closing and any audit or investigation by Purchaser except as
specifically limited in Section 8.1 herein.
4. Seller's Representations and Warranties Relating to
the Company. As an inducement to Purchaser to enter into this
Agreement and to purchase the Shares hereunder, Seller
represents and warrants to Purchaser that as of Closing:
4.1 Corporate Status: Capital Stock; Subsidiaries. The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is duly
qualified to do business as a foreign corporation and is in good
standing in the states listed in Schedule 4.1, which is attached
hereto as a part hereof. Except to the extent that a failure to so
qualify would not have a material adverse effect on the Company,
the Company is qualified as a foreign corporation in good standing
under the laws of each other state or jurisdiction, in which,
because of property owned or business conducted by the Company, the
Company is required to be qualified to do business, and has, in
each such other state or jurisdiction full corporate power and
authority to own or lease (as the case may be) its properties and
assets therein and to conduct its business and operations therein
in the manner in which the same have been and are owned, leased and
conducted, respectively.
The authorized capital stock of the Company consists of One
Hundred Thousand (100,000) shares of Common Stock, par value $1.00
per share, of which Twenty-Five Thousand (25,000) shares
(constituting the Shares) are issued and outstanding. All of the
issued and outstanding Shares have been issued in compliance with
all applicable requirements, are duly and validly issued and are
fully paid and non-assessable. There are no other classes of the
stock of the Company outstanding. The Company holds no treasury
shares and has no subscription, warrant, option, put, call, right
or other agreement, commitment or understanding, either firm or
conditional, to offer, sell, issue or repurchase any of its capital
stock or other securities or obligations. All taxes, if any,
applicable to the issuance or transfer of capital stock of the
Company have been paid, and no preemptive rights or other rights
applicable to such stock have been violated by any such issuance or
transfer or will be violated by virtue of this Agreement or its
consummation.
The Company, as of Closing, will have no wholly-owned
subsidiaries except for Motor Club of America (Canada) Ltd., and
will have no interest in the ownership of any corporation, trust,
partnership, joint venture, proprietorship, association or other
entity. It is expressly recognized that the Company will, at or
prior to the Effective Date, dividend or otherwise transfer to
Seller all of the capital stock of Motor Club of America Finance
Company and Preserver Insurance Company.
4.2 Financial Statements. Attached hereto as Schedule
4.2 are complete copies of the balance sheet of the Company as of
December 31, 1995, and June 30, 1996, and related statements of
income, shareholders' equity and changes in financial position for
the periods then ended (the "Financial Statements"). The Financial
Statements fairly present the financial position of the Company as
of the dates indicated and the results of its operations,
shareholders' equity and changes in financial position for the
periods then ended, in each case in accordance with generally
accepted accounting principles applied on a basis consistent with
prior periods; provided, however, it is recognized that the
Financial Statements have not been prepared on a consolidated
basis.
4.3 Absence of Liabilities. The Company has and will on
the Effective Date have no debt, liability, obligation or
commitment, absolute or contingent, known or unknown, other than:
(a) those set forth (and not exceeding the amounts so set forth) in
the Balance Sheet of the Company at December 31, 1995, (which
Balance Sheet forms part of the financial statements at December
31, 1995, that are referred to in Section 4.2), and not paid or
discharged after the date thereof; (b) those which have been
incurred in the ordinary course of business, consistent with past
practices, from December 31, 1995, through the date of this
Agreement, have not been paid or discharged, and do not constitute
a breach or violation of any warranty, representation or agreement
set forth herein; (c) those which will be, from the date of this
Agreement through the date of the Closing, incurred in the ordinary
course of business, consistent with past practices, not in breach
or violation of any warranty, representation or agreement set forth
herein, and not previously paid or discharged; and (d) those
arising and not past due pursuant to agreements listed on any
Schedule hereto, accurate and complete copies of which have been
delivered to Purchaser, and with respect to which there is no
default or arrearage and no breach or violation of any warranty,
representation or agreement set forth herein. The aggregate debts
referred to in clauses (b) and (c) above that are unpaid at the
Closing Date will not be a material amount.
4.4 Directors and Officers: Agents. The present
directors and officers of the Company are accurately listed in
Schedule 4.4, attached hereto as a part hereof. Except as listed in
Schedule 4.4 the Company has no outstanding powers of attorney or
similar instruments by which officers or agents are designated or
appointed. All officers serve at the pleasure of the Board of
Directors. The authority of the Company's present directors and
officers to act in its behalf will, upon submission of the
resignations of such persons, cease without further act on the part
of the Company.
4.5 Changes in Business and Other Events. The Company
has not since June 30, 1996:
4.5.1 Performed or committed itself to perform any
act or entered into or committed itself to enter into any
transaction other than in the ordinary course of its business
consistent with past practices during prior periods;
4.5.2 Increased or agreed to increase any form of
compensation, direct or indirect, to any of its directors,
officers, employees or agents;
4.5.3 Transferred, sold, mortgaged, pledged,
encumbered or disposed of any of its assets other than in the
ordinary course of business or in connection with the transactions
contemplated hereby;
4.5.4 Made or permitted any amendment or
termination of any contract, agreement or commitment to which it is
a party or by which it may be bound other than amendments and
terminations in the ordinary course of its business other than
employee terminations provided for in Section 4.23;
4.5.5 Written off any receivables as worthless or
uncollectible other than in the ordinary course of its business and
not exceeding $3,000.00.
4.5.6 Paid or accrued or committed itself to pay
any bonus, direct or indirect, or any severance pay to any
director, officer, agent or employee;
4.5.7 Made any capital expenditure or committed to
make any capital expenditure, and the Company does not have any
unfulfilled commitments to make capital expenditures, whenever made
or entered into;
4.5.8 Distributed any of its assets by means of a
declaration or payment of dividends, redemption or purchase of
shares or other securities, or payment to any pension or profit
sharing fund or otherwise other than the dividend or other transfer
contemplated by Section 4.1;
4.5.9 Paid or become liable to pay any taxes,
assessments, fees, penalties, interest or other governmental (state
or federal) charges, other than in the ordinary course of business;
4.5.10 Issued any security or committed itself to
issue any security other than bonds and deposits made by the
Company and related to state insurance regulatory requirements in
the ordinary course of business;
4.5.11 Been the subject of any order or, to the
best of Seller's knowledge, investigation by any regulatory
authority, including, but not limited to, the tax commission,
insurance commission or commissioner, the Justice Department of the
United States, or any public or private consumer protection or
other agency, committee or organization; or been subject within the
past three (3) fiscal years to any agreement or decree by or with
any regulatory agency with respect to its employment or business or
advertising practices;
4.5.12 Experienced any material casualty or similar
loss (whether or not covered by insurance);
4.5.13 Had reason to believe that any agency
agreement to which it is or was a party has been or will be
canceled.
4.6 Disputes, Investigations and Litigation. Except as
set forth on Schedule 4.6 attached hereto as a part hereof, the
Company is not:
4.6.1 Involved in any dispute pending or, to the
knowledge of Seller, threatened claim or lawsuit or similar
proceeding, as plaintiff, defendant or other party;
4.6.2 The subject of or subject to any, to the
knowledge of Seller, pending or threatened governmental
investigation or claim or similar proceeding, and, to the knowledge
of Seller, none of its officers, directors, stockholders or,
employees is so involved in connection with the Company's affairs;
4.6.3 Aware of any facts which would lead to a
reasonable belief that such a dispute, claim, lawsuit or proceeding
is likely to arise; or
4.6.4 Subject or party to any judgment, order,
writ, injunction or decree of any court or governmental agency.
4.7 Title to Property. The Company has good and
marketable title to all its assets, with no imperfections of title
thereto other than minor imperfections of title which do not
materially adversely affect such property or the use thereof by the
Company. The Company has not received any property without giving
an adequate and fair consideration for the same. Except for
miscellaneous personal items that may be found in a Company
employee's work area, all property situated at Company locations
belongs to the Company.
4.8 Personal Property. The Company owns that certain
personal property listed on Schedule 4.8 attached hereto as a part
hereof.
4.9 Equipment. The Company maintains complete and
accurate records of all furniture, fixtures and equipment owned by
it and the basis upon which the same is depreciated for tax and
book purposes. The depreciation taken has been computed and taken
in accordance, in all material respects, with generally accepted
accounting principles and the applicable provisions of the
Internal Revenue Code of 1986, as amended ("Code"). Such equipment
is listed on Schedule 4.9 attached hereto as a part hereof.
4.10 Real Property Leases. The Company is not a party
to nor bound by any real property leases.
4.11 Personal Property Leases. The Company is not a
party to nor bound by any lease of furniture, fixtures, equipment
or other personal property.
4.12 Condition of Assets. All of the assets and
properties owned or used by the Company in its business are in the
possession of the Company, are fit for the purposes for which they
are intended, and are in good condition, normal wear and tear
excepted.
4.13 Material Adverse Changes. There has been no
material adverse change since June 30, 1996, in the gross revenues,
results of operations, financial condition, business, organization,
operations, personnel, properties or assets of the Company, or, to
the knowledge of the Seller, in its relationship with customers,
employees, agents, banks or other financial institutions or others
with which it has a business relationship. Neither Seller nor the
Company is aware any presently-existing facts which could
reasonably be expected have or cause such a material adverse effect
in the future.
4.14 Contracts, Agreements, Commitments, Etc. Schedule
4.14 attached hereto as a part hereof lists (or incorporates by
specific reference to a listing set forth in any other Schedule
attached hereto) all material oral or written agreements,
contracts, commitments and understandings, together with all
amendments and proposed amendments thereto, to which the Company is
a party or by which it or its assets are affected or bound (with
the exception of motor club memberships which shall be listed
separately and delivered to Purchaser prior to Closing), including
(but not limited to) all such agreements, contracts, commitments
and understandings: (a) with or involving Seller or any affiliate
of Seller; (b) with or relating to the employees, agents or
consultants of the Company; (c) involving non-competition covenants
by or in favor of the Company; (d) with or involving any labor
union or resulting from or relating to any collective bargaining
process; (e) for or relating to the purchase or sale of capital
assets; (f) for or relating to the lease of personal or real
property; (g) respecting any pension or profit-sharing plan,
retirement plan, stock purchase plan, stock option plan or any
similar employee benefit plan or arrangement, formal or informal
and whether covering one or more past or present employees, agents,
consultants, stockholders, directors, or officers of the Company;
(h) with respect to any guaranty, subordination or similar type
arrangement affecting indebtedness or obligations of the Company or
any other person, firm, corporation, association or other entity;
(i) evidencing any lien or other encumbrance affecting any of the
significant assets and properties, or securing any of the accounts
receivable of the Company; (j) affecting or regulating the
management of the Company or the powers, rights and duties of its
stockholders, directors and officers; and (k) regulating or
affecting the Company's business, properties, assets, operations,
or methods thereof.
Each material agreement, contract, commitment and
understanding which is or is required to be listed or referred to
in Schedule 4.14 or other Schedules attached hereto along with the
motor club memberships is in full force and effect and constitutes
a binding obligation of the parties thereto in accordance with its
terms, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar
laws of general application affecting the rights of creditors; and
(b) applicable laws and regulations and principles of equity which
may restrict the enforcement of certain remedies or the
availability of certain equitable remedies. Accurate and complete
copies of all such agreements, contracts, commitments and
understandings have been delivered to Purchaser. To the knowledge
of Seller, no occurrence or circumstances exist which constitute or
would, with the lapse of time or the giving of notice or both,
constitute a material breach or default by the Company under any of
its agreements, contracts, commitments or understandings (whether
or not listed or referred to in Schedule 4.14) of a breach or
default by any other party thereto, nor is there outstanding any
notice of default or correction or termination relating thereto.
For purposes of this Section 4.14, an agreement, contract,
commitment or understanding is material only if (a) it requires the
Company to expend in excess of $500.00 pursuant to its express
terms or (b) it is not subject to cancellation by the Company on
ten (10) days' prior written notice. Provided however,
notwithstanding the foregoing, all motor club membership agreements
and matters related thereto are material. It is specifically
represented that, as of November 30, 1996, the Company will have a
liability to American Bankers Insurance Company of Florida ("ABIC")
with respect to the 1995-1996 contract year of no more than
approximately $47,000.00 (any amount over $47,000.00 not to exceed
$500.00) plus a liability to ABIC of no more than $2,100.00 for
"PAP" for the month of November, 1996.
4.15 Compliance with Law: Licenses. The business of the
Company has been conducted in accordance with, in all material
respects, the applicable laws and requirements of governmental
authorities. There is no pending or, to the knowledge of Seller,
threatened proceeding to modify or revoke any bond, license, permit
or registration of the Company, and no such license, permit or
registration is subject to any outstanding order, decree, judgment,
stipulation or, to the knowledge of Seller, investigation. The
Company holds such licenses, permits and registrations as are
necessary to the conduct of its business as conducted prior to the
Closing including, but in no way limited to, those licenses,
permits and registrations listed on Schedule 4.15 attached hereto
as a part hereof; provided, however, it is expressly recognized
that no representation or warranty is being made by Seller with
respect to the actions which the Company or Purchaser must take
with respect to licenses and permits and other regulatory matters
in connection with the transactions contemplated hereby.
4.16 Books and Records. The Company has at all times
maintained complete and accurate financial books and records, and
books and records (including minute books and stock records) of its
corporate affairs, including all meetings of, and action taken by,
its board of directors (including committees) and stockholders.
Accurate copies of such minute books
and stock records of the Company, and of the Certificate of
Incorporation and Bylaws of the Company, will be delivered to
Purchaser prior to the Closing.
4.17 Receivables. The accounts and notes receivable of
the Company are collectible in full when due, are not subject to
any defense or offset and have arisen solely in the ordinary course
of its business. Any such accounts and notes receivable are valid.
4.18 Notes. Schedule 4.18 attached hereto contains a
true and complete list of all notes payable to which the Company is
a party or is bound. There is no default or arrearage under any
such note.
4.19 Insurance. The Company has at all times
maintained, and will continue to maintain through the Closing,
adequate comprehensive insurance coverages on its properties and
business, all in amounts sufficient to pay any claims arising or
accruing thereunder prior to the date of the Closing. Schedule 4.19
attached hereto as a part hereof contains a complete list of all
such insurance coverages maintained, showing the policy numbers,
names of insurers, types and amounts of coverage and expiration
dates. All policies listed in Schedule 4.19 are in full force and
effect and there is no delinquency in the payment of premiums on
any such policy. Seller is not aware of the existence of any facts
or circumstances which would lead to a reasonable belief that any
such policies will be canceled or nonrenewable, or that the
premiums payable will be increased.
4.20 Taxes. All tax returns and reports of the Company
required by law to be filed have been filed or valid extensions
have been obtained. All taxes and other governmental charges with
respect to the Company which are due and payable have been paid.
There is no pending or, to the knowledge of Seller, threatened
claim against the Company for payment of additional taxes in excess
of the accruals made on its books with respect thereto. The Company
has not executed any currently-in-force waiver of any statute of
limitations against assessments of taxes and has no material
liability whatever with respect to any taxes of any consolidated
group of which the Company is or was, at any time, part. The
Company will not have any liability or contingent liability
whatever to any member of any such consolidated group with respect
to any taxes of such member or any tax savings to the Company or
its predecessors resulting from the filing of a consolidated tax
return, other than any liability or contingent liability (if any)
which would be released by virtue of Section 6.5 hereof. It is
acknowledged that the consolidated group of which the Company was
a member prior to the Closing has historically been audited on an
annual basis.
4.21 Trademarks; Trade Names. The trademarks, service
marks or trade names used by the Company in connection with its
business are listed on Schedule 4.21. attached hereto as a part
hereof.
4.22 Violation of Other Instruments. Neither the
execution nor the consummation of this Agreement does or will
violate, conflict with, or constitute a breach of, any term or
provision of the Certificate of Incorporation or Bylaws of the
Company or of any material instrument, agreement, contract,
commitment, statute, regulation, judicial or administrative order,
award, judgment or decree to which it is a party or by or to which
it or its assets are subject or bound, or any license, permit or
registration of the Company, and does not and will not result in
the creation or imposition of any adverse claim or interest, or any
lien, encumbrance, charge, equity or restriction of any nature
whatsoever in favor of any third party upon the assets of the
Company.
4.23 Pension Plan: Employment Contracts; Labor Unions.
There is no profit-sharing, pension, stock purchase, stock option,
bonus, retirement or similar employee benefit plan (collectively,
"Plans") covering persons employed by the Company other than Plans
maintained by Seller which will continue from and after the
Effective Date but for which Company shall have no liability; there
are no employment contracts, or understandings, express or implied,
covering such personnel or providing for the payment of specified
salaries, bonuses or commissions; and no such personnel are, or
have ever been while employed by the Company, covered by any
collective bargaining or similar agreement with any labor union or
organization. As of Closing, the Company shall have no employees.
4.24 Certain Transactions: Other Interests. The Company
has not, since June 30, 1996, incurred any payable, debt,
obligation or commitment (direct or contingent) to, or entered into
any agreement or transaction with, or had any payable, debt or
obligation to, Seller or any Affiliates of Seller (other than the
dividend or other transfer contemplated by Section 4.1 and other
transactions expressly contemplated hereby, including, but not
limited to, under the Agreement referenced in Section 7.1.7
hereof), except in each case as a result of transactions entered
into in the ordinary course of the Company's business and on terms
not less favorable to the Company than those which would be
available from third parties, and none of the Seller or its
Affiliates has any payable, debt, obligation, agreement or
commitment, direct or contingent, to or with the Company (other
than those arising under the Agreement referenced in Section 7.1.7
hereof). As used in this Agreement, the term "Affiliate" means,
with respect to a Seller, any person, partnership, corporation or
other entity directly or indirectly controlling, controlled by, or
under common control with, such Seller. The Company obtains no
goods or services from Seller or its Affiliates which would not be
available to the Company from third persons on comparable terms
(other than goods and services provided under the Agreement
referenced in Section 7.1.7 hereof and administrative services
provided by Seller to the Company prior to Closing). Except as set
forth in Schedule 4.24 hereto, and except as otherwise expressly
contemplated by this Agreement, Seller is not a customer of the
Company nor has, directly or indirectly, any interest in (a) any
corporation, partnership, proprietorship, association or other
entity which is engaged in a business similar to that of the
Company or which is a customer of the Company, or (b) any contract
or agreement to which the Company is a party or by which it is
bound other than the agency contracts listed on Schedule 4.14.
The Purchaser and the Seller acknowledge that the Company and
the Seller are terminating that certain Loan Agreement ("Loan
Agreement") dated October 1, 1991, by and between the Company and
the Seller without further interest or principal being paid by the
Seller to the Company under the Agreement. Specifically, the
Company is forgiving the obligation of the Seller to pay the final
annual payment in the amount of $400,000 in principal plus interest
thereon due under the Loan Agreement on January 1, 1997.
5. Representations and Warranties of Purchaser. As an
inducement to Seller to enter into this Agreement, Purchaser
represents and warrants to Seller as of Closing:
5.1 Status. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Oklahoma. The Purchaser has full corporate powers and
authority to own or lease (as the case may be) its properties and
its assets and to conduct its business and operations therein in
the manner in which the same have been owned, leased or conducted,
respectively. Purchaser has full power and authority to enter into
this Agreement and consummate the transactions contemplated hereby.
5.2 No Violation. This Agreement has been duly executed
by Purchaser, is legal and binding with respect to Purchaser and is
enforceable against Purchaser in accordance with the terms hereof,
subject to (a) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general
application affecting the rights of creditors; and (b) applicable
laws and regulations and principles of equity which may restrict
the enforcement of certain remedies or the availability of certain
equitable remedies.
5.3 Option Regarding Business in New Jersey. In the
event that the Company determines after Closing that it will no
longer do motor club business in the State of New Jersey, Seller is
granted the option to purchase from the Company the motor club
business of the Company specifically done in New Jersey (the "New
Jersey Business"). Upon written notification from the Company to
Seller of such intention (the "Notice"), Seller shall have fifteen
(15) business days from the Notice in which to notify Company that
it wishes to purchase the New Jersey Business with closing to occur
as expeditiously as possible after determination of the purchase
price. If Seller opts to buy the New Jersey Business and the
Company and the Seller cannot mutually agree on the purchase price
to be paid by Seller to Company within 15 days of the Company's
receipt of the Notice, the purchase price shall be determined by a
valuation performed by a qualified motor club business consultant
designated by Company and a qualified motor club business
consultant designated by the Seller. In the event that these two
(2) consultants cannot agree upon a price, these two (2)
consultants shall appoint a third qualified and disinterested
consultant. If these three (3) consultants cannot agree upon a
purchase price, the purchase price shall be determined by the
consultant chosen by the first two (2) consultants. The
documentation relating to such purchase and sale shall be in a form
that is mutually satisfactory to the parties.
6. Certain Additional Agreements.
6.1 Conduct of Business. Between the date of this
Agreement and the date of the Closing, except as otherwise
expressly permitted or required by this Agreement and except as
Purchaser otherwise consents to in writing from time to time,
Seller will cause the Company to conduct its business and affairs
only in the ordinary course, and will not permit the Company to
perform any act or enter into any transaction other than in the
ordinary course of business. Specifically, but not by way of
limitation, the Company will not (a) acquire or dispose of any
assets other than as permitted by Section 4.5; (b) declare or pay
any dividend or make any distribution upon any of the Company's
capital stock, or purchase, redeem or otherwise acquire any of the
Company's capital stock; (c) issue or sell any of the Company's
capital stock or grant, issue or create any right, warrant or
option with respect thereto; (d) enter into or amend or modify or
terminate any material contracts or commitments, (e) amend the
Company's Certificate of Incorporation or Bylaws; (f) prepay or
refinance any indebtedness, account payable or other obligation;
(g) increase the compensation or benefits payable to or received by
any officer, director, agent or employee, (h) negotiate with anyone
concerning, or enter into, any agreement respecting the merger or
consolidation of the Company with or into any other entity or the
sale of all or substantially all of the Company's assets; or (i)
perform or fail to perform an act which would be inconsistent with
or result in a breach of any of the representations or warranties
set forth in Section 4 hereof, as if such representations or
warranties were made as of date subsequent to such act or failure
to act.
6.2 Access to Records. Between the date of this
Agreement and the date of Closing, Seller will cause the Company:
6.2.1 To provide to Purchaser, upon reasonable
notice during normal business hours, full access to all of the
Company's properties, assets, books, agreements, commitments and
records;
6.2.2 To furnish Purchaser with all information,
documents and records concerning any of the Company's affairs as
Purchaser reasonably requests;
6.2.3 To use its best efforts to cause the
Company's past and present auditors and accountants to make
available to Purchaser all financial information, including the
right to examine all working papers pertaining to audits and tax
returns, reviews of the books and other financial information
pertaining to the Company and the Company's predecessors; and
6.2.4 To provide such cooperation as Purchaser may
reasonably request in connection with any audit, review or
investigation of the Company by Purchaser.
6.3 Preservation of Business. Seller will use its and,
until the Closing, will cause the Company to use the Company's best
efforts to preserve the business of the Company, and the goodwill
of its customers, suppliers and others having business relations
with the Company.
6.4 Assignment of Rights and Warranties. Effective at
and after the Effective Date, Seller hereby assigns to Purchaser
(a) all rights of Seller, if any, arising pursuant to or in
connection with all agreements pursuant to which the Company
acquired any of the Company's assets or business; and (b) all
rights, claims and demands, derivative or otherwise, if any, which
such Seller has or may have in connection with or arising out of
such Seller's ownership of the Shares. Seller has not and will not
grant a release of or modify or limit the enforcement of any of the
warranties or rights which are, by virtue of this Section, assigned
to Purchaser, or to which Purchaser is, by virtue of this Section
or by operation of law, subrogated.
6.5 Release of Company. Effective on and after the
Closing, the Seller hereby releases, acquits and forever discharges
the Company of and from any and every claim, debt, demand,
liability, action, cause of action or other obligation which such
Seller has or may have against, or to which such Seller may be
entitled to performance from, the Company by virtue of, or arising
with respect, to (i) any agreement, transaction, relationship,
dealing or other circumstances which have occurred or occur at any
time prior to the Closing, or (ii) any incorrectness or breach or
violation of any warranty or representation concerning the Company
in this Agreement. This release and discharge does not cover any
claim, debt, demand, liability, action, cause of action or other
obligation under the Agreement provided for in Section 7.1.7
hereof.
6.6 Further Assurances. From and after the Closing,
Seller shall, upon request by Purchaser, execute and deliver to
Purchaser such instruments and documents, and do such further acts
and things, as are reasonably necessary (a) to perfect and evidence
in Purchaser title to the Shares, and (b) to perfect and evidence
the assignment set forth in Section 6.4, and the release set forth
in Section 6.5.
6.7 Satisfaction of Conditions. Purchaser and Seller
will use its respective best efforts, and Seller will cause the
Company to use the Company's best efforts, to obtain any necessary
approvals required for the consummation of the Closing hereunder,
and to satisfy all other conditions to the Closing hereunder over
which it or any of them have influence.
6.8 Trade Secrets; Noncompetition. Seller warrants,
acknowledges and agrees that all facts, information, know-how,
processes, trade secrets, customer lists or other customer
information and similar confidential matters with respect to the
Company's business, employees, methods, financial affairs,
customers or otherwise are owned solely by the Company (and not by
Seller) and shall not be divulged, revealed or disclosed by Seller
to any third person or used in any manner by Seller except in
furtherance of the Company's business or as may be required
pursuant to governmental authority or court order; provided,
however, (a) Seller may continue to use customer information that
relates to Seller's other businesses not transferred hereunder and
which is transferred to Purchaser, such use to be in accordance
with its current use for such businesses, and (b) Seller may
continue to own and to use its own customer information which is
not transferred by Seller to Purchaser hereunder.
6.9 Certain Agreements. Purchaser understands that the
Company is intended to be covered for the period prior to the
Effective Date by certain management, cost-sharing and tax-sharing
agreements with the tax sharing agreement currently being reviewed
by the New Jersey Department of Banking and Insurance. Upon the
approval of such agreement by the New Jersey Department of Banking
and Insurance, Purchaser shall cause the Company to execute and to
deliver all such agreements, which shall relate only to the period
prior to the Effective Date . Such agreements shall be null and
void as of the Effective Date and Enterprises shall have no
liabilities thereunder.
7. Conditions.
7.1 Conditions to Obligations of Purchaser. The
obligation of Purchaser to proceed with the Closing is subject to
the satisfaction, at or prior to the Closing, of all of the
following conditions, unless waived by Purchaser:
7.1.1 All statutory requirements for the valid
consummation of the transactions contemplated by this Agreement
shall have been fulfilled; all appropriate orders, consents and
approvals from all regulatory agencies and other governmental
authorities whose order, consent or approval is required by law for
the consummation of the transactions contemplated by this agreement
shall have been received; and the terms of all requisite orders,
consents, approvals and clearances shall then permit the
effectuation of the Closing.
7.1.2 The performance by Seller, prior to the
Closing, of all obligations required to be performed by it prior to
the Closing; the performance by Seller, at the Closing, of all
obligations to be performed by it at the Closing; and the
correctness, in all material respects, of each of the
representations and warranties of Seller under this Agreement as of
the date of Closing.
7.1.3 The delivery to Purchaser of a certificate
dated the date of Closing, signed by Seller, to the effect that
(a) Seller has performed all obligations required by this Agreement
to be performed by it prior to the Closing; (b) each of the
warranties and representations of Seller contained in this
Agreement is true and correct, in all material respects, on the
Closing Date: (c) from the date of this Agreement through the
Closing Date, the Company has conducted its business in the manner
required by Section 6.1 hereof; and (d) there is no pending or, to
the knowledge of Seller, threatened lawsuit, claim, action,
proceeding or investigation against Seller or the Company that
relates to this Agreement or to the transactions herein
contemplated; (e) there have been no material adverse change in the
business, assets or financial condition of the Company or, to the
knowledge of Seller, in the Company's relationship with the
Company's employees other than the employee terminations provided
for in Section 4.23, customers, suppliers, and others with whom or
which the Company has business relations.
7.1.4 The delivery to Purchaser of the Shares
endorsed as directed by Purchaser along with resignation of all
officers and directors of the Company.
7.1.5 The debt covered by the Loan Agreement (as
defined on 4.24 herein) shall be forgiven prior to Closing.
7.1.6 The Purchaser shall have obtained suitable
financing with terms and conditions acceptable to Purchaser, in
Purchaser's sole discretion, to allow Purchaser to consummate the
transactions contemplated hereby and to fulfill Purchaser's
obligations hereunder, and to provide adequate working capital for
the Company.
7.1.7 The execution by the Company and Seller, at
Closing, of that certain Agreement attached hereto as Schedule
7.1.7.
7.1.8 The cash, short term investments and
Membership Receivables of the Company shall not be less than
$494,000.00 at the Effective Date of which amount not less than
$244,000.00 shall be cash and short investments . Investments in
bonds of Company shall not be less than $378,000.00 . If such
amounts are less than as stated in the foregoing sentence, the
consideration stated in Section 2 hereof shall be reduced dollar
per dollar for such reduced amounts.
7.1.9 All property of the Company, including (but
not limited to) all business records, corporate records, contract
files, software and data shall have been delivered to Purchaser as
provided in Schedule 7.1.9.
7.2 Conditions to Obligations of Seller. The
obligation of Seller to proceed with the Closing is subject to the
satisfaction, at or prior to the Closing, of all of the following
conditions, unless waived by such Seller:
7.2.1 All statutory requirements for the valid
consummation of the transactions contemplated by this Agreement
shall have been fulfilled; all appropriate orders, consents and
approvals from all regulatory agencies and other governmental
authorities whose order, consent or approval is required by law for
the consummation of the transactions contemplated by this Agreement
shall have been received; and the terms of all requisite orders,
consents, approvals and clearances shall then permit the
effectuation of the Closing.
7.2.2 The performance by Purchaser prior to Closing
of all obligations to be performed by Purchaser hereunder prior to
the Closing; the performance by Purchaser, at the Closing, of all
obligations to be performed by Purchaser hereunder at the Closing;
and the correctness of each of the warranties and representations
of Purchaser under this Agreement as of the date of this Agreement
and as of the Closing Date, as if made on the Closing Date.
7.2.3 The execution by Company and Seller, at
Closing, of that certain Agreement attached hereto as Schedule
7.1.7.
8. Survival of Representations and Warranties: Indemnity.
8.1 Survival. All representations, warranties,
covenants and agreements made by Purchaser or Seller in this
Agreement (including, without limiting the generality of the
foregoing, the agreements regarding indemnity set forth below in
this Section) or in the certificates or instruments delivered
pursuant hereto or in connection with the transactions contemplated
hereby shall survive the Closing for a period of three (3) years
from and after Closing.
8.2 Seller's Indemnification of Purchaser and the
Company. Seller agrees, that it will pay, defend, indemnify,
reimburse and hold harmless Purchaser and the Company and their
respective directors, officers, agents and employees (each
sometimes referred to herein as an "Indemnified Party" and
collectively as the "Indemnified Parties") for, from and against
any loss, damage, claim, liability, debt, obligation or expense
(including interest, reasonable legal fees and expenses of
litigation or of any other nature) incurred or suffered or paid by,
imposed upon, resulting to or threatened against any Indemnified
Party and which directly or indirectly results from, arises out of
or in connection with, is based upon, or exists by reason of: (i)
any "material" misrepresentation of facts relating to Seller or the
Company, or the "material" breach, incorrectness, inaccuracy or
violation of any representation or warranty relating to Seller or
the Company (whether contained in this Agreement or in any Exhibit
or Schedule attached or required to be attached hereto or any
document or record delivered pursuant to this Agreement) or any
other representation or warranty made by a Seller in this
Agreement; or (ii) the existence of any facts or circumstances the
existence of which constitutes a material breach or violation or
inaccuracy of, incorrectness in, or conflict with any
representation or warranty relating to any Seller or the Company
contained in this Agreement or any other representation or warranty
made by any Seller in this Agreement; or (iii) any "material"
breach or default in performance by any Seller of any covenant or
obligation of any Seller set forth in this Agreement or any related
document (other than the Agreement referenced in Section 7.1.7
herein) ; (iv) or any claims by former employees of Enterprises.
"Material" as used in this paragraph of Section 8.2 means for any
occurrence for which the Indemnified Parties have an exposure of
One Thousand Five Hundred and No/100 Dollars ($1,500.00) or more up
to an aggregate for all claims of Six Thousand and No/100 Dollars
($6,000.00). At such time as the Indemnified Parties shall have
been exposed to claims of Six Thousand and No/100 Dollars
($6,000.00) or more, all breaches, defaults and/or
misrepresentations shall be "material".
Without limiting the generality of the foregoing paragraph of
this Section 8.2, Seller's obligation to pay, defend, indemnify,
reimburse and hold harmless Purchaser and the Company pursuant to
this Section 8.2 applies to, among other things, the following (to
the extent they are "material") (a) any diminution in the value of
the Shares or of the Company or its business or assets, or loss
sustained upon the disposition thereof by Purchaser, to the extent
such loss or diminution is caused by or contributed to by any
matter contemplated by this Section 8.2; (b) the existence or
claimed existence of any debt, liability, obligation or commitment
of the Company other than those whose existence does not violate
any representation or warranty in this Agreement or which in any
Exhibit or Schedule attached or required to be attached hereto or
in any document or record delivered pursuant to this Agreement; (c)
all actions, suits, proceedings, demands, assessments and judgments
relating to or incident to any matter contemplated in this Section
8.2 and all costs and expenses (including attorney's fees) related
thereto; (d) any claim by any person, firm, association,
corporation or other entity of any interest in, or rights with
respect to, the Shares or to any portion of the Company's business,
to the extent arising by virtue of facts or circumstances existing
at or prior to the time of the Closing; (e) any loss, damage,
claim, liability, debt, obligation or expense which arises by
virtue of occurrences prior to the Closing, whether or not known at
the time of the Closing (such as, for example but without
limitation, lawsuits filed after the Closing alleging that
occurrences prior to the Closing create a liability of, or result
in a loss to, the Company or of Purchaser with respect to the
Company); (f) any tax audit or tax or other investigation of the
Company or its business, if and to the extent such audit or
investigation relates to periods prior to the Closing; (g) any
claim by anyone that such person is entitled to be indemnified by
the Company in accordance with the Company's Bylaws or otherwise,
with respect to any act or omission prior to the Closing; and (h)
the uncollectability of any account receivable of the Company and
not reserved against in the June 31, 1996 balance sheet of the
Company. The listing set forth in subsections (a) through (h) above
is illustrative only and shall not limit or restrict the provisions
of the preceding paragraph of this Section 8.2.
In addition to the foregoing, Seller shall pay to the
Indemnified Party interest on the amount of any loss, damage,
claim, liability, debt, obligation or expense the payment of which
is or becomes due to the Indemnified Party by Seller, such interest
to be at a floating rate of interest equal to prime rate announced
from time to time by Chase Manhattan Bank, N.A., New York City, New
York, and to accrue from the Closing Date until the date the same
is paid by Seller. If the matter for which an Indemnified Party is
indemnified involves a claim by a third party, then Seller shall,
as part of such indemnity, pay any interest, penalties or fees
becoming due to such third party; it is expressly understood that
Purchaser shall use any amount paid by Seller with respect to such
interest, penalties or fees (a) to pay such interest, penalties or
fees or (b) to reimburse itself for such interest, penalties, or
fees.
8.3 Notice to Seller: Defense; Compromise. An
Indemnified Party shall notify Seller of any matter with respect to
which such Indemnified Party has rights pursuant to Section 8.2,
and shall endeavor to give such notice as soon as practicable after
determining that such rights exist with respect to such matter. If
such matter involves a claim, action, suit or proceeding by a third
party against an Indemnified Party, then such Indemnified Party
shall afford Seller the opportunity (i) to participate in the
defense of same, at the expense of Seller, if the Indemnified Party
determines to participate in the defense of same (in which event
counsel selected by the Indemnified Party, who shall be reasonably
satisfactory to Seller, shall be lead counsel and shall be paid by
the Indemnified Party), or (ii) to control the defense of same, at
the expense of Seller, through counsel selected by Seller and
reasonably satisfactory to the Indemnified Party, if the
Indemnified Party determines not to participate in the defense of
same. Seller and the Indemnified Parties agree to cooperate fully
in the conduct of any such claim, action, suit or proceeding or
negotiation, compromise or settlement thereof, but no such
compromise or settlement shall be made without the express prior
written consent of the Indemnified Party, which consent shall not
be unreasonably withheld.
8.4 Payment. Claims for indemnification involving the
payment of money by Seller to an Indemnified Party shall be paid by
Seller within ten (10) days after notification thereof, claims for
indemnification involving amounts due to third parties shall be
promptly paid by Seller when due; all subject to Seller's right to
contest the same in good faith.
8.5 Seller's Access to Records. From and after the
Closing, Purchaser shall and shall cause the Company to make
available to Seller at reasonable times and at such reasonable
place as Purchaser or the Company designates any available records
of the Company that are reasonably required by Seller for the
purpose of ascertaining the validity of any claim for
indemnification hereunder or of defending against any claim by
third parties for which indemnification hereunder is provided
Further, Seller shall have reasonable access to Company records
reasonably necessary for accounting and tax purposes.
9. Miscellaneous.
9.1 Closing: Termination.
9.1.1 As used in this Agreement, the "Closing"
means the events by which the purchase and sale contemplated by
Section 1 of this Agreement are consummated. The Closing shall,
subject to the satisfaction or waiver of all conditions herein
contained, occur on December 2, 1996, at 10:00 o'clock a.m. local
time with an "Effective Date" of December 1, 1996 , at the office
of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., 2900
Liberty Tower, Oklahoma City, Oklahoma 73102 or at such other date,
time and/or place as may mutually be agreed by Purchaser and
Seller. Either Purchaser and/or Seller may on one occasion postpone
the Closing for up to ten (10) days if necessary to permit the
occurrence of any conditions to the Closing, in which event the
Closing shall occur on a date designated by the party or parties
declaring such delay, who or which shall notify the other parties
thereof at least five (5) days prior to such designated date. The
date on which the Closing occurs is herein called the "Closing
Date". At the Closing, the Seller shall sell, convey, transfer,
assign and deliver to Purchaser the entire right, title and
interest of Seller in and to the Shares and shall deliver to
Purchaser a certificate or certificates representing such Shares,
registered in the name of the Seller, together with attached stock
powers duly executed by the Seller for transfer of the Shares to
Purchaser (with signature guaranteed by a national bank or member
firm of the New York Stock Exchange), and all of the minute books,
stock records, corporate seal and other corporate records and
instruments of the Company. Any transaction, stamp, transfer or
similar tax payable with respect to the transfer of the Shares from
Seller to Purchaser shall be paid by Seller.
9.1.2 Purchaser, if it is not in default of this
Agreement or if Seller is in default of same, or Seller, if Seller
is not in default of this Agreement or if Purchaser is in default
of same, may terminate this Agreement if the Closing has not
occurred by December 16, 1996 or if the conditions to Closing
cannot be satisfied by that date.
9.2 Risk of Loss. All risk of loss to the Shares shall
remain in Seller until the Closing. In the event of any material
loss or material adverse change with respect to the assets,
business, properties, financial condition or operations of the
Company prior to the Closing, Purchaser shall be entitled to
terminate this Agreement.
9.3 Confidential Information. Each party agrees not to
disclose any confidential information or trade secrets received by
it from any other party pursuant to the terms of this Agreement
except as may be required by governmental authority or court order.
If this Agreement is terminated for any reason, each party will
continue to hold such information in confidence and will, to the
extent requested by the party from which the information was
received, promptly return to the latter party all written material
received from it.
9.4 Finders: Fees and Expenses. No party hereto has,
directly or indirectly, dealt with anyone acting as a broker,
finder or in a similar capacity, or has incurred any obligation for
any brokerage, finders, or similar fee or commission in connection
with this Agreement or any transaction contemplated hereby. Except
as otherwise provided in Section 8, Purchaser and Seller shall bear
their respective legal and accounting fees and expenses incurred in
connection with this Agreement and the transactions herein
contemplated. No such fees shall be charged or allocated by Seller
to the Company.
9.5 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly
given when sent by personal delivery, telex, cable or certified or
registered mail, postage prepaid, addressed as follows:
9.5.1 If to Purchaser, to:
JVL Holding Properties, Inc.
3200 Wilshire Blvd.
Oklahoma City, Oklahoma 73116
with copy to:
Cheryl P. Hunter, Esq.
Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
2900 Liberty Tower
100 North Broadway
Oklahoma City, Oklahoma 73102-8804
9.5.2 If to Seller, to:
Motor Club of America
Attn: Stephen A. Gilbert, President
95 Route 17 South
Paramus, N.J. 07653-0931
with a copy to:
Roger A. Stong, Esq.
Crowe & Dunlevy, A Professional Corporation
1800 Mid America Tower
20 North Broadway
Oklahoma City, Oklahoma 73102
The addresses to which notices or copies are to be sent may be
changed by notice given in accordance with this Section 9.5.
9.6 Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof, and there are no representations, warranties or
commitments by the parties except as set forth herein or otherwise
set forth in writing. This Agreement supersedes all prior and
contemporaneous oral agreements, understandings, negotiations and
discussions of the parties hereto relating to the transactions
contemplated by this Agreement. This Agreement may be amended only
in writing executed by the parties hereto.
9.7 Non-Waiver. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision
hereof or of a continuation of the violation waived. Each party
shall be entitled to rely upon one or more provisions of this
Agreement without waiving any right to rely upon any other
provision at the same time or at any other time.
9.8 Parties in Interest. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective permitted legal representatives, successors
and assigns, provided that except as stated in the following
sentence neither this Agreement nor any rights hereunder shall be
assigned by any party hereto without the written consent of the
other parties hereto. Seller agrees that Purchaser is entitled to
transfer or assign, without written consent of Seller, its rights
as Purchaser herein for tax-planning purposes. Nothing in this
Agreement is intended or shall be construed to confer upon or to
give any person other than the parties hereto and their permitted
legal representatives, successors and assigns any rights or
remedies under or by reason of this Agreement, except as provided
in Section 8 hereof and except as may be specifically otherwise
provided herein.
9.9 Headings. The headings of sections and subsections
of this Agreement are merely for convenience of reference and have
no substantive significance. Headings shall be disregarded in the
interpretation of this Agreement.
9.10 Aid in Litigation. Upon request by Purchaser,
Seller shall perform all acts as may be necessary, desirable and
proper, in the opinion of counsel for Purchaser, to aid in the
conduct of any litigation arising out of the business, assets or
properties of the Company, as same existed at and prior to the
Closing, all without further consideration from Purchaser, but at
the expense of Purchaser except as otherwise provided in Section 8
hereof. Upon request by Seller, Purchaser shall perform all acts as
may be necessary, desirable and proper in the opinion of counsel
for Seller, to aid in the conduct of any litigation arising out of
the business, assets or properties of the Company without
consideration from Seller.
9.11 Section Designations. The designation in this
Agreement of any section number shall be deemed to include all
sections commencing with the designated number. Thus, reference to
a Section 6 would include reference to such Section 6 and to all
sections commencing with the number 6 (such as 6.1, 6.1.3, etc.)
regardless of any other numbers appearing thereafter.
9.12 Agreement Preparation. The agreements contained
herein shall not be construed in favor of or against either party
but shall be construed as if all parties prepared this Agreement.
9.13 Short Separate Tax Year. Seller agrees to take all
actions necessary under Internal Revenue Code Section 1377 (a) (2)
to close the books of Company as of the Effective Date and to
advise the Internal Revenue Service of such election.
9.14 Arbitration. The parties shall attempt to resolve
all disagreements and disputes which may arise hereunder by
mutual discussion. If a party determines that a disagreement or
a dispute cannot be resolved by mutual discussion, as a condition
precedent to any right of action hereunder, the party shall so
notify the other party and such disagreement or such dispute
shall be submitted to arbitration, one arbitrator to be chosen by
Seller and one arbitrator to be chosen by Purchaser within
fifteen (15) days from the date notice of such determination is
given and received. If either of such arbitrators are not chosen
within such 15 day period, upon request of Seller or Purchaser,
arbitrators shall be selected by a judge The two arbitrators so
designated shall first select a competent disinterested third
arbitrator, and failing within 15 days from the date of the
appointment of the second arbitrator to agree on such third
arbitrator, upon request of Seller or Purchaser, the third
arbitrator shall be selected by a judge. The determination of
any two arbitrators shall be final and binding upon both
parties. Such determination shall be made within forty-five (45)
days from the appointment of the third arbitrator unless, for good
cause stated by the arbitrators, a decision cannot be rendered in
such time frame, in which event a decision shall be rendered as
expediently as possible. Each party shall bear the expense of its
own arbitrator and shall jointly and equally bear with the
other, expenses of the third arbitrator and the arbitration.
Provided, however, notwithstanding the foregoing, the party
prevailing shall be entitled, in addition to such other relief as
maybe granted, to a reasonable sum for its attorneys fees, costs
and all expenses related thereto. Discovery depositions shall
not be taken in the arbitration proceedings.
[Intentionally left blank]<PAGE>
IN WITNESS WHEREOF, the parties have caused
this be duly executed on the date and year first above
"SELLER"
MOTOR CLUB OF AMERICA
By:
Stephen A. Gilbert, President
"PURCHASER"
JVL Holding Properties, Inc.
By:
Virgil Coffee, President
Schedule 3.4 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America ("Seller")
and JVL Holding Properties, Inc. ("Purchaser") concerning the sale
of the stock of Motor Club of America Enterprises, Inc. (the
"Company")
List of obligations of Seller being assumed by Purchaser:
NONE
Schedule 4.1 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
List of states where the Company is qualified to do business and is
in good standing:
District of Columbia and all states of the United States of America
Schedule 4.2 to Stock Purchase Agreement made and entered into
November 1, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc.
MOTOR CLUB OF AMERICA ENTERPRISES, INC.
BALANCE SHEET
June 30, December 31,
1996 1995
ASSETS
Investments:
Cash and cash equivalents $ 220,274 $ 200,734
Investment in subsidiaries 3,704,110 4,174,051
Fixed maturity securities,
available-for sale, at
market value (amortized cost
$369,344 (1996) and $384,392 (1995) 363,002 400,104
Total invested assets 4,287,386 4,774,889
Memberships receivable 261,703 298,008
Note receivable from Motor Club of
America including accrued interest 425,701 410,221
Deferred membership acquisition costs 219,629 241,963
Other assets 8,803 11,085
Total Assets $5,203,222 $5,736,166
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Unearned membership fees $ 535,293 $ 524,898
Reserve for membership benefits 14,681 17,399
Due to Motor Club of America and
subsidiaries 15,426 34,605
Other liabilities 129,850 169,461
Total Liabilities 695,250 746,363
Shareholders' Equity:
Common Stock, $1 par value;
authorized 100,000 shares; issued
and outstanding 25,000 shares 25,000 25,000
Paid in additional capital 1,511,034 1,511,034
Retained Earnings 2,978,280 3,438,057
Net unrealized (loss) gains on
fixed maturity securities (6,342) 15,712
Total Shareholders' Equity $4,507,972 $4,989,803
Total Liabilities and
Shareholders' Equity $5,203,222 $5,736,166
Schedule 4.2 (Continued)
MOTOR CLUB OF AMERICA ENTERPRISES, INC.
STATEMENT OF OPERATIONS
for the periods ended December 31, 1995 and June 30, 1996
June 30, December 31,
1996 1995
Revenues:
Motor Club membership fees $ 658,104 $1,276,324
Interest on loans 15,480 51,799
Investment income 5,962 48,414
Other revenues 600 6,948
Total revenues 680,146 1,383,485
Losses and Expenses:
Commission expenses 212,117 503,511
Other operating expenses 311,314 679,234
Motor Club benefits 146,551 280,836
Total expenses 669,982 1,463,581
Operating income (loss) before
equity in earnings of subsidiaries 10,164 (80,096)
Equity in earnings (loss) of
subsidiaries (net of taxes) (469,941) 93,318
Provision for Federal income taxes - -
Net (loss) income ($ 459,777) $ 13,222
Schedule 4.2 (Continued)
MOTOR CLUB OF AMERICA ENTERPRISES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
for the periods ended December 31, 1995 and June 30, 1996
Common Paid-in Retained
Stock Capital Earnings
Balance at
December 31, 1994 $25,000 $1,511,034 $3,221,697
Net income 13,222
Change in unrealized
appreciation on
available-for-sale
securities - - 203,138
Balance at
December 31, 1995 25,000 1,511,034 3,438,057
Net loss - - (459,777)
Change in unrealized
(depreciation) on
available-for-sale
securities - - -
Balance at
June 30, 1996 $25,000 $1,511,034 $2,978,280
Schedule 4.2 (Continued)
MOTOR CLUB OF AMERICA ENTERPRISES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
for the periods ended December 31, 1995 and June 30, 1996
Unrealized
appreciation
(depreciation)
available-for-sale
securities Total
Balance at
December 31, 1994 ($ 1,707) $4,756,024
Net income 13,222
Change in unrealized
appreciation on
available-for-sale
securities 17,419 220,557
Balance at
December 31, 1995 15,712 4,989,803
Net loss - (459,777)
Change in unrealized
(depreciation) on
available-for-sale
securities (22,054) (22,054)
Balance at
June 30, 1996 ($ 6,342) $4,507,972
Schedule 4.2 (Continued)
MOTOR CLUB OF AMERICA ENTERPRISES, INC.
STATEMENT OF CASH FLOWS
for the periods ended December 31, 1995 and June 30, 1996
June 30, December 31,
1996 1995
Cash flows from operating
activities:
Net (loss) income ($459,777) $ 13,222
Adjustments to reconcile net
income to net cash provided by
operating activities:
Equity in loss (income) of
subsidiaries 469,941 (93,318)
Amortization of discount and
premium on fixed
maturity securities 11,558 2,697
Changes in:
Liability to Motor Club of
America and subsidiaries (19,179) 183,405
Membership receivable 36,305 (101,210)
Deferred membership
acquisition cost 22,334 95,937
Unearned membership fees 10,395 (104,376)
Reserve for membership benefits (2,718) 680
Other liabilities (19,611) 8,740
Interest on note receivable
from Motor Club of America (15,480) -
Other assets 2,282 36,236
Total adjustments 475,827 28,791
Net cash provided by
operating activities 16,050 42,013
Investing activities:
Proceeds from:
Disposal of fixed maturity
securities 3,490 626,191
Installment payment and
interest received
on Motor Club of America
note receivable - 884,455
Purchase of:
Fixed maturity securities - (631,885)
Preserver Insurance Company
common stock - (918,000)
Net cash provided by (utilized
in) investing activities 3,490 (39,239)
Net increase in cash and cash
equivalents 19,540 2,774
Cash and cash equivalents at
beginning of year 200,734 197,960
Cash and cash equivalents at
end of year $220,274 $200,734
Schedule 4.4 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
A list of the present directors and officers of the Company:
Archer McWhorter, Director
William E. Lobeck, Jr., Director
Alvin E. Swanner, Director
James D. Pratt, Director
Robert S. Fried, Director
Malcolm Galatin, Director
Stephen A. Gilbert, Director, President & General Counsel
Patrick J. Haveron, Director, Executive Vice President &
Chief Financial Officer
Theodore Green, Vice President
George B. Meyers, Vice President
G. Bruce Patterson, Vice President
Charles J. Pelosi, Vice President
Myron Rogow, Vice President
Norma Rodriguez, Treasurer
Peter K. Barbano, Secretary
Schedule 4.6 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
A list of disputes, investigations and litigation involving the
Company:
NONE
Schedule 4.8 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
List of personal property owned by the Company:
- - contracts set forth on Schedule 4.14 hereto;
- - insurance policies set forth on Schedule 4.19 hereto;
- - trademarks, service marks or tradenames set forth on Schedule
4.21 attached hereto; and
- - any pesonal property items set forth on Schedule 7.1.9
attached hereto.
Schedule 4.9 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
List of equipment:
NONE
Schedule 4.14 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
A list of contracts to which the Company is a party or by which it
or its assets are affected or bound:
1. Tax Sharing Agreement dated October 6, 1995 effective January 1,
1995, among Motor Club of America ("Holding"), Motor Club of
America Insurance Company ("Motor Club"), Preserver Insurance
Company ("Preserver"), Motor Club of America Finance Company
("the Finance Company"), and the Company
2. Management and Cost Sharing Agreement dated September 25, 1996
effective January 1, 1995 between Holding, the Company and the
Finance Company *
3. Motor Club of America Employees Retirement Plan dated November
9, 1994 among Holding, MCA Insurance Company ("MCAIC"),
Property Casualty Company of MCA ("PCC"), Fairmount Central
Urban Renewal Corporation ("Fairmount Central"), the Company
and Preserver *
4. 401(k) Plan dated January 24, 1996 among Holding and
participating affiliates: Fairmount Central, MCAIC, Motor
Club, the Company and PCC. *
5. Agreement between the Company and American Bankers Insurance
Company of Florida effective November 22, 1992
6. Agreement between Holding and Spatial Data Sciences, Inc.
effective January 22, 1996
7. Agreement between Holding and Auto Help Line effective April
3, 1984
8. Agreement between the Company and Covenant Group, Inc.
effective November 8, 1995
9. Agreement between the Company and AVCO Financial Services, Inc.
effective February 17, 1987
10. Regional General Agency Agreements as set forth on the
attached list captioned "Motor Club of America Regional
General Agents September 1, 1996" pages 1 through 4 inclusive.
11. General Agency agreements as set forth on the attached list
captioned "Motor Club of America New Jersey General Agents
September 1, 1996" pages 1 through 30 inclusive.
12. Membership only agency agreements as set forth on the attached
lists captioned:
- "New Jersey Membership Producers 11/23/96" (pages 1-12
inclusive);
- "New York Membership Only Agents 10-25-96" (pages 1-13
inclusive);
- "Massachusetts Membership Producers 11-22-96" (pages 1-4
inclusive);
- "Connecticut Membership Producers 11-22-96)" (pages 1 and
2);
- "Misc Membership Producers 11-22-96" ( one page); and
- "Ohio Membership Producers 11-22-96" (one page).
13. Service garage agreements as set forth on the attached list
captioned "MCA Road Service Servicing Stations Directory run
date 10/1/96" (pages 1-16 inclusive).
14. November 22, 1994 letter agreement between Holding and Robin
Travel
15. Merrill Lynch Trust Company Custody Agreement dated August 1,
1990 between the Company and Merrill Lynch Trust Company
* Obligations of the Company will terminate upon closing
<PAGE>
MOTOR CLUB OF AMERICA
REGIONAL GENERAL AGENTS
SEPTEMBER 1, 1996
CODE REGIONAL GENERAL AGENCY REGIONAL MGRS
29-01000 MCKENZIE-PARDUE AGENCY, INC. WILLIAM E. PARDUE, JR.
(MCKE) 1309 MEMORIAL DRIVE
P.O. BOX 311
ASBURY PARK, NJ 07712
PHONE # (908) 776-7262SPEED DIAL # 001
FAX # (908) 775-0392
29-05000 DUNHOUR AGENCY, INC. FRED DUNHOUR III
(DUNH) 127 NO. BLACK HORSE PIKE
MT. EPHRAIM, NJ 08059
PHONE # (609) 933-3200 SPEED DIAL # 002
FAX NO. (609) 931-1558
29-06000 ARTHUR C. PETERSON AGENCY, INC. RONALD PETERSON
29-09000 404 ANDERSON AVENUE
(PETE) CLIFFSIDE PARK, NJ 07010
PHONE # (201) 943-3853 SPEED DIAL # 003
FAX # (201) 943-3918
29-03000 TRABER AND VREELAND, INC. ROBERT VREELAND
29-07000 13 EMERY AVENUE JAMES STANEK
(TRAB) RANDOLPH, NJ 07869
29-74770 PHONE # (201) 366-0256 SPEED DIAL # 004
(IMU) FAX # (201) 366-0589
29-08000 UVW/ELIZABETH GROUP DONALD READLINGER
29-16000 Corporate Office: ROBERT CANARICK
29-48000 SOMERSET EXECUTIVE SQUARE STEPHEN WARNER
(ELIZ) ONE EXECUTIVE DRIVE JOHN VOORHEES
P.O. BOX 6728
SOMERSET, NJ 08875-6728
COMMERCIAL LINES (908) 469-3000
SPEED DIAL # 005
PERSONAL LINES (908) 469-7272
FAX # (908) 271-0152
Personal Lines Division
20 COMMERCE DRIVE
P.O. BOX 1157
CRANFORD, NJ 07016
PHONE # (908) 709-9000 SPEED DIAL # 006
FAX # (908) 709-9090
29-04000 DELSEA INSURANCE AGENCY, INC. MICHAEL DONEGAN
29-10000 29 S. DELSEA DRIVE JOSEPH DONEGAN
(DELS) P.O. BOX 548 JAMES DONEGAN
GLASSBORO, NJ 08028
PHONE # (609) 881-6901 SPEED DIAL # 007
FAX # (609) 881-5577
29-11000 PHE/KRAFT AGENCY, INC. GERARD QUINN
29-45000 ONE UNIVERSITY PLAZA
(KRAF) HACKENSACK, NJ 07601
29-73920 PHONE # (201) 487-0800 SPEED DIAL # 008
(PHE) FAX # (201) 487-4165
29-13000 THE MONTO AGENCY, INC. VINCENT MONTO
(MONT) 3238 KENNEDY BOULEVARD
JERSEY CITY, NJ 07306
PHONE # (201) 659-6427 SPEED DIAL # 009
FAX # (201) 659-1125
29-14000 JAMES D. MOONEY JAMES MOONEY
(MOON) 309 BLOOMFIELD AVENUE
VERONA, NJ 07044
PHONE # (201) 239-9200 SPEED DIAL # 010
FAX # (201) 857-9388
29-15000 MCHUGH-SCHLATTER AGENCY JAMES MORAN
(MCHU) 19 MORRISTOWN ROAD
ROUTE 202 NO.
P.O. BOX 357
BASKING RIDGE, NJ 07920-0357
PHONE # (908) 766-0049 SPEED DIAL # 011
FAX # (908) 766-0075
29-17000 RARITAN AGENCY, INC. FRANK
FRERICHS
(RARI) 754 ROUTE 18, SUITE 101 BILL IRWIN
E. BRUNSWICK, NJ 08816
PHONE # (908) 238-6060 SPEED DIAL # 012
FAX # (908) 390-0764
29-20000 SHER AGENCY, INC./MULTI LINE INS
(SHER) AGENCY STEVE LICHENSTEIN
24-02 BROADWAY
FAIR LAWN, NJ 07410
PHONE # (201) 796-4140 SPEED DIAL #0
FAX # (201) 797-3838
29-23000 C.O.E., INC., T/A CIARDELLI, PICKEL & ROBYN COE
(COE2) COE
159 SO. MAIN STREET
PHILLIPSBURG, NJ 08865
PHONE # (908) 454-8582 SPEED DIAL #014
FAX # (908) 859-6487
29-25000 THE COE AGENCY, INC. ROBERT COE, JR.
(COE1) 2330 KENNEDY BOULEVARD
JERSEY CITY, NJ 07304
PHONE # (201) 435-4300 SPEED DIAL # 015
FAX # (201) 435-3258
29-29000 THE CORNWALL AGENCY, INC. SCOTT RAJOPPI
(CORN) 2190 MORRIS AVENUE
UNION, NJ 07083
PHONE # (908) 686-9220 SPEED DIAL # 016
FAX # (908) 686-9273
29-33000 THE HARVEY KRAMER AGENCY, INC. HARVEY KRAMER
(KRAM) 228 FRANKLIN AVENUE CHARLES
KRAMER
SUITE 4
NUTLEY, NJ 07110
PHONE # (201) 667-8900 SPEED DIAL # 017
FAX # (201) 667-2027
29-35000 THE FISHER AGENCY HERBERT FISHER
(FISH) 8 WILSON AVENUE
P.O. BOX 5037
NEWARK, NJ 07105
PHONE # (201) 589-8272 SPEED DIAL # 018
FAX # (201) 589-6617
29-36000 MASSA ASSOCIATES WILLIAM MASSA, SR.
(MASS) 6 MAIN STREET WILLIAM MASSA, JR.
WEST ORANGE, NJ 07052
PHONE # (201) 669-3600 SPEED DIAL # 019
FAX # (201) 674-4444
29-40000 CLYDE PAUL AGENCY CLYDE PAUL
(PAUL) 9 RIDGE ROAD PAUL HARRINGTON
NO. ARLINGTON, NJ 07032
PHONE # (201) 991-0400 SPEED DIAL # 020
FAX # (201) 991-6123
29-41000 THE ALBERT V. JASKOL AGENCY, INC. FRANK CARUSO
(JAS) 300 SUNSET ROAD
SUITE 100
BURLINGTON, NJ 08016
PHONE # (609) 386-1198 SPEED DIAL # 021
FAX # (609) 386-7720
29-42000 LEWIN INSURANCE DAVID LEWIN
(LEWI) 191 HAMBURG TURNPIKE
P.O. BOX 315
POMPTON LAKES, NJ 07442
PHONE # (201) 835-2550 SPEED DIAL # 022
FAX # (201) 835-8698
29-12000 LIVINGSTON INSURANCE AGENCY, INC. SEYMOUR SPERLING
29-19000 301 SO. LIVINGSTON AVENUE MITCHELL BISGEIER
29-30000 LIVINGSTON, NJ 07039 WILLIAM PEASON, JR.
29-34000 PHONE # (201) 994-9898 SPEED DIAL # 023
29-37000 FAX # (201) 994-0052
29-46000
(LIVI)
29-64610
(TOBI)
<PAGE>
MOTOR CLUB OF AMERICA
NEW JERSEY GENERAL AGENTS
SEPTEMBER 1, 1996
CODE AGENCY COUNTY
29-63020 ABCO INSURANCE AGENCY, INC. GLOUCESTER
29-74140 251 NO. DELSEA DRIVE, C-5
29-74150 DEPTFORD, NJ 08096
29-74160 609-853-0500 Speed Dial #024
(ABCO) 609-384-1053 (FAX)
CHARLES ARENA
29-74130 ACORN FINANCIAL SERVICES, INC. BERGEN
(ACOR) 201 ROUTE 17 NO.
10TH FLOOR
RUTHERFORD, NJ 07070
201-438-5700 Speed Dial #025
201-438-6680 (FAX)
JOSEPH OAKES
JOHN DEPAOLA
29-74290 ACTON INSURANCE AGENCY SALEM
(ACTO) P.O. BOX 95
SALEM, NJ 08079
609-935-0020 Speed Dial #026
609-935-0408 (FAX)
JAMES ACTON
29-64070 ADVISORY INSURANCE SERVICE ESSEX
(ADVI) 1877 SPRINGFIELD AVENUE
MAPLEWOOD, NJ 07040
201-372-4800 Speed Dial #028
201-372-9033 (FAX)
STELLA GELLER
29-74230 A&L INSURANCE OCEAN
(A&L) 717 ATLANTIC CITY BOULEVARD
BEACHWOOD, NJ 08722
908-244-8888 Speed Dial #029
908-341-8121 (FAX)
ANNE EHRMANN
29-64440 AMALGAMATED GENERAL AGENCIES, INC. UNION
(AMAL) 115 GROVE STREET E.
P.O. BOX 2670
WESTFIELD, NJ 07091-2670
908-654-1300 Speed Dial #030
908-654-0116 (FAX)
RAYMOND VAUGHN
29-75460 AMERICAN INSURANCE SERVICES AGENCY UNION
(AMER) 65 SO. 21ST STREET
P.O. BOX 488
KENILWORTH, NJ 07033
908-709-0200 Speed Dial #031
908-709-1413 (FAX)
NICHOLAS SAN FILIPPIO
29-76180 ANDERSON- BERNARD AGENCY, INC. BERGEN
(ANDE) 850 KINDERKAMACK ROAD
P.O. BOX 70
RIVER EDGE, NJ 07661
201-262-7777 Speed Dial #210
201-262-0487 (FAX)
THOMAS BERNARD
29-66480 ATLANTIC & PACIFIC AGENCY, INC. UNION
(ATLA) 626 ST. GEORGE AVENUE
LINDEN, NJ 07036
908-486-5858 Speed Dial #032
908-486-5855 (FAX)
LAUREL RUFALO
29-60490 JOE AULETTA AGENCY MERCER
(AULE) 2910 PRINCETON PIKE
LAWRENCEVILLE, NJ 08648
609-883-5517 Speed Dial #033
609-530-0525 (FAX)
JOSEPH AULETTA
29-75440 BARTLEY AGENCY MORRIS
(BART) 230 ROUTE 206
P.O. BOX 815
FLANDERS, NJ 07836
201-584-4081 Speed Dial #034
201-584-8483 (FAX)
KAROLYN L. KONRAD
29-60320 BENISCH & COMPANY, INC. ESSEX
(BENI) 345 EISENHOWER PARKWAY
LIVINGSTON, NJ 07039
201-992-6300 Speed Dial #035
201-992-6666 (FAX)
MYLES H. ADELMAN
29-67140 EDWARD H. BIENER, INC. HUDSON
(BIEN) 880 BERGEN AVENUE
JERSEY CITY, NJ 07306
201-653-1274 Speed Dial #036
201-653-1563 (FAX)
MONROE E. TENNER
29-71580 CHARLES S. BIGGS, INC. UNION
(BIGG) 1020 SPRINGFIELD AVENUE
MOUNTAINSIDE, NJ 07092
908-233-7979 Speed Dial #037
908-233-6874 (FAX)
CHARLES S. BIGGS, III
ANDREW BIGGS
29-76060 BLAZURE AGENCY, ARTHUR L. STILLWELL, T/A HUNTERDON
(BLAZ) 79 BEAVER AVENUE, P.O. BOX 65
ANNANDALE, NJ 08801
908-735-5533 Speed Dial #038
908-735-2431 (FAX)
ARTHUR L. STILLWELL
29-62700 BLUE CHIP INSURANCE SERVICES, INC. CAMDEN
(BLUE) 305 WHITE HORSE PIKE
HADDON HEIGHTS, NJ 08035
609-783-8900 Speed Dial #039
609-547-4344 (FAX)
NELSON PULLARO
TOM DANNENFELSER
29-65260 HARRY BONNET & DAUGHTER SOMERSET
(BONN) 27 OLCOTT SQUARE
P.O. BOX 593
BERNARDSVILLE, NJ 07924
908-953-0902 Speed Dial #041
908-953-0966 (FAX)
RAYMOND GARTHE
29-60770 BORGOS, HANLON & GARCIA, INC. HUDSON
(BORG) 593 KEARNY AVENUE
KEARNY, NJ 07032
201-991-8700 Speed Dial #042
201-991-8440 (FAX)
JAMES HANLON
29-68920 BORRUS & COMPANY INSURANCE AGENCY INC. MIDDLESEX
(PUDN) 3333 HIGHWAY #9
P.O. BOX 193
OLD BRIDGE, NJ 08857
908-679-5703 Speed Dial #141
908-679-2263 (FAX)
JULES BORRUS
29-67790 BOYARIN HOURIGAN BLUNDELL INSURANCE OCEAN
(BOYA) CN 2100
1144 HOOPER AVENUE
SUITE 201
TOMS RIVER, NJ 08754-2100
908-349-2100 Speed Dial #043
908-349-0186 (FAX)
WILLIAM HOURIGAN, SR. & TOM HOURIGAN
29-68180 BRINDISI INSURANCE AGENCY BERGEN
(BRIN) 220 BURNS AVENUE
P.O. BOX 590
LODI, NJ 07644
201-478-0100 Speed Dial #044
201-478-0733 (FAX)
RICHARD BRINDISI
29-75720 BROOKS INSURANCE AGENCY, INC. MONMOUTH
(BROO) 184 ROUTE 9 NORTH
ENGLISHTOWN, NJ 07726
908-972-0600 Speed Dial #045
908-591-8785 (FAX)
DAVID ROSEN
29-75690 BUDD AGENCY, INC. WARREN
(BUDD) 600 AVENUE A
PHILLIPSBURG, NJ 08865
908-859-2213 Speed Dial #048
908-859-0742 (FAX)
JACK BUDD
29-76090 BURKE & O'BRIEN WARREN
(BURK) 432 ROUTE 46
P.O. BOX 97
GREAT MEADOWS, NJ 07838
908-637-8550 Speed Dial #049
908-637-8550 (FAX)
LEONARD BURKE
NOREEN O'BRIEN
29-74850 ANDREW W. BYAM AGENCY MORRIS
(BYA) 335 MAIN STREET
MADISON, NJ 07940
201-377-7384 Speed Dial #050
201-377-2290 (FAX) CALL 377-7384 FIRST
ANDREW W. BYAM
29-72840 CARMEN V. CAGGIANO AGENCY HUDSON
(CAGG) 880 BERGEN AVENUE, SUITE 600
JERSEY CITY, NJ 07306
201-332-0563 Speed Dial #051
201-659-7200
201-653-1563 (FAX)
CARMEN CAGGIANO
29-68580 CANTORE AGENCY MIDDLESEX
(CANT) 78 NEW STREET
NEW BRUNSWICK, NJ 08901
908-545-5555 Speed Dial #052
908-545-9811 (FAX)
FELIX CANTORE
29-74070 CARLISLE STEWART AGENCY, INC. MONMOUTH
(CARL) 65 MONMOUTH ROAD
OAKHURST, NJ 07755
908-222-2866 Speed Dial #053
908-229-4582 (FAX)
DORIS CARLISLE
29-64460 A. CATALDI INSURANCE AGENCY SALEM
(CATA) 94 WALNUT STREET, BOX 247
PENNS GROVE, NJ 08069
609-299-1871 Speed Dial #055
NO FAX
ASCENZIO CATALDI
29-75040 CENTRAL INSURANCE AGENCY OF NJ HUDSON
(CENT) 5218 BERGENLINE AVENUE
P.O. BOX 539
W. NEW YORK, NJ 07093
201-863-0355 Speed Dial #056
201-863-0277 (FAX)
FRANK DIAZ
29-67910 CGS COVERAGES, INC. ESSEX
(CGS) 322 ROUTE 46 W
P. O. BOX 455
PARSIPPANY, NJ 07054
201-244-1400 Speed Dial #057
201-244-9565 (FAX)
SAM CHERNIN
29-74120 CHAGARES AGENCY, INC. BERGEN
(CHAG) 646 GODWIN AVENUE
MIDLAND PARK, NJ 07432
201-445-7900 Speed Dial #058
201-445-5265 (FAX)
ARTHUR CHAGARES
29-61480 EUGENE J. CIARROCCA AGENCY MERCER
(CIAR) 830 LALOR STREET
TRENTON, NJ 08610
609-989-8900 Speed Dial #059
609-989-8901 (FAX)
EUGENE CIARROCCA
29-67940 JAMES A. CONNORS ASSOCIATES, INC. MORRIS
29-61940 40 MORRIS STREET
(CONN) P.O. BOX 336
MORRISTOWN, NJ 07963
201-539-9300 Speed Dial #061
201-539-5737 (FAX)
JAMES CONNORS
GARY RESNICK
29-74060 CONOVER-BEYER ASSOCIATES MONMOUTH
(CONO) SOUTHPORT EXECUTIVE PLAZA
29-62730 2600 HIGHWAY 35
(CARR) MANASQUAN, NJ 087363
908-223-9700 Speed Dial #062
908-223-6044 (FAX)
WARREN BEYER
29-65600 FRANK COSCIA AGENCY PASSAIC
(COSC) 215 UNION AVENUE
PATERSON, NJ 07502
201-942-3399 Speed Dial #063
201-942-1365 (FAX)
JAMES COSCIA
29-61380 CROFT WYNFIELD ASSOCIATES INC. PASSAIC
(SCHU) 855 VALLEY ROAD
CLIFTON, NJ 07013
201-458-0600 Speed Dial #065
201-458-0223 (FAX)
ED SCHUMACHER
29-75970 DALE GROUP, INC. MORRIS
(DALE) 29 COLUMBIA TURNPIKE
SUITE 302
FLORHAM PARK, NJ 07932
201-377-7000 Speed Dial #066
201-377-4614 (FAX)
LEE JORGE
29-74760 DAVIES & ASSOCIATES UNION
(B&SI) 80 FLORAL AVENUE
MURRAY HILL, NJ 07974
908-464-6100 Speed Dial #206
908-464-3683 (FAX)
JAMES DAVIES
29-74760 DAVIES & ASSOCIATES BERGEN
(B&SI) 61 WEST MADISON AVENUE
DUMONT, NJ 07628
201-384-2700 Speed Dial #047
201-384-4466 (FAX)
BARBARA SULLIVAN
TOM SULLIVAN
29-63030 DOWEY INSURANCE AGENCY, INC. ATLANTIC
(DOWE) 41 NO. MAIN STREET
PLEASANTVILLE, NJ 08232
609-646-2118 Speed Dial #067
609-646-8155 (FAX)
THOMAS DOWEY
29-76170 DURYEA AGENCY OF HUNTERDON HUNTERDON
(DURY) P.O. BOX 278
ROUTE 31 & SCHOOL HOUSE STREET
GLEN GARDNER, NJ 08826
908-537-2000 Speed Dial #209
908-537-7153 (FAX)
DENNIS DURYEA
DIANE HENNINGER
29-60890 IRWIN EDELSTEIN ASSOCIATES, INC. MIDDLESEX
(EDEL) PARSONAGE PROFESSIONAL BUILDING
ROUTE 27 & PARSONAGE ROAD
EDISON, NJ 08817
908-549-1800 Speed Dial #068
908-549-0347 (FAX)
IRWIN EDELSTEIN
29-74190 BOB EVANS AGENCY UNION
(EVAN) 118 NORTH AVENUE WEST, SUITE 201
P. O. BOX 1606
CRANFORD, NJ 07016
908-276-8812 Speed Dial #069
908-265-8793 (FAX)
RONALD D. STARNER
29-75010 FANTOZZI AGENCY HUDSON
(FANT) 471 CENTRAL AVENUE
JERSEY CITY, NJ 07307
201-792-1100 Speed Dial #070
201-792-4576 (FAX)
JOAN FANTOZZI
29-67180 THE FELDMAN AGENCY, INC. ESSEX
(GOTE) FELDMAN/GOTEINER AGENCY
1246 BROAD STREET
P.O. BOX 1069
BLOOMFIELD, NJ 07003
201-338-9002 Speed Dial #071
201-338-7738 (FAX)
MAX FELDMAN
29-73670 FELLER & FEIST MIDDLESEX
(FELL) P.O. BOX 7399
NO. BRUNSWICK, NJ 08902
908-846-6650 Speed Dial #072
908-846-4244 (FAX)
LAWRENCE EVANS
29-76190 CHRIS FERRY INSURANCE AGENCY, INC. ATLANTIC
(FERR) 4209 VENTNOR AVENUE
ATLANTIC CITY, NJ 08401
29-02000 609-345-8552 Speed Dial #211
(AZZI) 609-345-0047 (FAX)
CHRIS FERRY
MAILING ADDRESS:
P.O. BOX 2609
VENTNOR, NJ 08406
29-67250 FIASCONARO AGENCY BERGEN
(FIAS) 112 NO. VAN DIEN AVENUE
P.O. BOX 723
RIDGEWOOD, NJ 07450
201-444-3554 Speed Dial #073
201-444-8768 (FAX)
VINCENT FIASCONARO
MAUREEN FIASCONARO
29-67260 J.P. FORTIER & SONS, INC. MIDDLESEX
(FORT) 201 SMITH STREET
P.O. BOX 11
PERTH AMBOY, NJ 08892
908-442-0066 Speed Dial #074
908-442-1212 (FAX)
WILLIAM FORTIER
GEORGE NICOLAIDIS
29-63700 L.J. FOWLER AGENCY, INC. CAMDEN
(FOWL) 961 DELSEA DRIVE
P.O. BOX 29
WESTVILLE GROVE, NJ 08093
609-848-7370 Speed Dial #075
609-845-6687
LILLIAN FOWLER WOLF
PETER WOLF
29-74430 FOXCROFT AGENCY, INC. SUSSEX
(FOXC) 71 HILLSIDE ROAD
SPARTA, NJ 07871
201-729-0800 Speed Dial #076
201-729-0429
STEVE VAUGHN
29-74830 FRANCHINO AGENCY, INC. SOMERSET
(FRAN) 90 E. SOMERSET STREET
RARITAN, NJ 08869
908-722-1344 Speed Dial #077
908-429-8616
GABE FRANGIONE
29-60040 FRANKEL INSURANCE AGENCY MORRIS
(FRAN) 10 LANIDEX PLAZA W.
PARSIPPANY, NJ 07054
201-386-5700 Speed Dial #078
201-386-9422 (FAX)
RAY FRANKEL
JOE COCCIA III
29-66010 FRANKEL INSURANCE AGENCY ESSEX
(COCC) 128 FERRY STREET
NEWARK, NJ 07105
29-74400 201-589-2300 Speed Dial #060
(PADO) 201-589-2440 (FAX)
RAY FRANKEL
29-66790 FRASER BROTHERS, INC. MIDDLESEX
(FRAS) 940 AMBOY AVENUE
P.O. BOX 2128
EDISON, NJ 08818
908-738-7400 Speed Dial #079
908-738-9135 (FAX)
WILLIAM G. VOWTERAS
29-75980 JEANNE S. FREY MORRIS
(FREY) 2713 ROUTE 23 SOUTH
P.O. BOX 289
NEWFOUNDLAND, NJ 07435
201-697-0345 Speed Dial #080
201-697-0558 (FAX)
JEANNE S. FREY
29-62640 GALISSON INSURANCE AGENCY MORRIS
(GALI) 730 ROUTE 10
WHIPPANY, NJ 07981
201-887-3761 Speed Dial #081
201-887-8292 (FAX)
ROBERT GALISSON
JOAN HANNIGAN
29-73190 GALLAGHER ASSOCIATES, INC. CAMDEN
(GALL) 800 KINGS HIGHWAY NO.
SUITE 100
CHERRY HILL, NJ 08034
609-482-8300 Speed Dial #082
609-482-6766 (FAX)
JOSEPH KLAGHOLZ
29-74300 JOSEPH J.GALLAGHER INSURANCE AGCY.,INC. BURLINGTON
(GALL) ROUTES 541 & 38
P.O. BOX 430
MT. HOLLY, NJ 08060
609-267-4300 Speed Dial #083
609-261-8161 (FAX)
ROBERT D'ENTREMONT
29-73980 GARDEN STATE BROKERS, INC. ESSEX
(GARD) 1285 BROAD STREET
BLOOMFIELD, NJ 07003
201-338-8322 Speed Dial #084
201-338-0179 (FAX)
RALPH DEL BOSCO
HARRY DEL BOSCO
29-75730 GARRETT EASTON ASSOCIATES ESSEX
(GARR) 522 BLOOMFIELD AVENUE
VERONA, NJ 07044
201-857-4574 Speed Dial #085
201-857-7375 (FAX)
ROBERT COPPOLA
29-67810 A.E. GIEGERICH & SON ATLANTIC
(GIEG) 200 NEW ROAD, BOX 334
LINWOOD, NJ 08221
609-927-4490 Speed Dial #086
609-927-3359 (FAX)
AL GIEGERICH
29-75630 GLOBAL INDEMNITY INSURANCE AGENCY MIDDLESEX
(GLOB) 120 WOOD AVENUE SO.
SUITE 608
ISELIN, NJ 08830
908-632-2790 Speed Dial #087
908-632-2779 (FAX)
TIM WAGNER
29-75940 GRANITE INSURANCE AGENCY CAMDEN
(GRAN) PAVILION WEST
303 SO. KINGS HIGHWAY, SUITE 5
CHERRY HILL, NJ 08034
609-428-5333 Speed Dial #088
609-428-8774 (FAX)
CHARLES ARENA
29-66600 LOUIS GREENBERG, INC. ATLANTIC
29-66970 1335 TILTON ROAD
(FORMERLY P.O. BOX 229
GILBERT KATZ NORTHFIELD, NJ 08225
(GREE) 609-645-1700 Speed Dial #089
609-645-2031 (FAX)
JEROME GREENBERG
TOM MARKOWSKI
29-74380 GSA/JOSEPH MURPHY INSURANCE AGENCY BERGEN
(GSA) 32 GODWIN AVENUE
P.O. BOX 89
MIDLAND PARK, NJ 07432
201-670-6011 Speed Dial #090
201-444-3969 (FAX)
SCOTT ANDERSON
29-71830 HARELICK, DRESNER, KOCH CO. PASSAIC
(BLY) 35 CHURCH STREET
P.O. BOX 2438
PATERSON, NJ 07509
201-279-5600 Speed Dial #040
201-279-7456 (FAX)
ERIC S. KOCH
29-74110 MICHAEL HOCHRON AGENCY BERGEN
(HOCH) 317 HARRINGTON AVENUE
CLOSTER, NJ 07624
201-768-9086 Speed Dial #091
201-768-2454 (FAX)
MICHAEL HOCHRON
29-62740 HOMESTEAD ASSURANCE BROKERAGE CAMDEN
(HOME) 601 SOUTH WHITE HORSE PIKE, 2ND FLR
P. O. BOX 98
AUDUBON, NJ 08106
609-546-0880 Speed Dial #092
609-546-6725 (FAX)
JUSTIN SCIARRA
29-74600 HUGHES-PLUMER & ASSOCIATES SOMERSET
(HUGH) 20 W. END AVENUE
SOMERVILLE, NJ 08876
908-725-1038 Speed Dial #093
908-725-9818 (FAX)
RAYMOND L. HUGHES
29-67400 R.K. HUGHES, INC. ESSEX
(HUG1) 185 KINGSLAND STREET
P.O. BOX 67
NUTLEY, NJ 07110
201-373-2500 Speed Dial #094
201-235-9392 (FAX)
ROBERT L. HUGHES, JR.
29-65900 ANDREW HULKO INSURANCE AGENCY BERGEN
29-75820 49 MARKET STREET
(HULK) P.O. BOX 524
SADDLE BROOK, NJ 07662
201-845-5980 Speed Dial #095
201-845-5981 (FAX)
DEBBIE CRESSEN
29-74280 INSCORP AMERICA, INC. BURLINGTON
(INSC) ONE ROCKLAND TERRACE
P.O. BOX 430
MT. HOLLY, NJ 08060
609-261-4433 Speed Dial #096
609-261-1743 (FAX)
TIM GROSS
29-60050 INSURANCE RESOURCE BROKERAGE GRP LLC BERGEN
(POPK) 25 ROCKWOOD PLACE
29-74370 P.O. BOX 5599
(COUR) ENGLEWOOD, NJ 07631
201-569-8090
201-569-9893 (FAX)
JAY BERGSTEIN
29-67670 JACOBSON, GOLDFARB & SCOTT MIDDLESEX
(JACO) 960 HOLMDEL ROAD
P.O. BOX 409
HOLMDEL, NJ 07733
908-834-9800 Speed Dial #097
908-834-0233 (FAX)
SAMUEL HAGAR
STEPHEN J. KANE
29-68410 JOSEPH JAY AGENCY BERGEN
(JAY) 520 VALLEY BROOK AVENUE
P.O. BOX 453
LYNDHURST, NJ 07071
201-939-0491 Speed Dial #098
NO FAX
JOSEPH JAQUINTO
29-74590 JERLYN ASSOCIATES SOMERSET
(JERL) 960 ROUTE 22 E.
P.O. BOX 950
GREEN BROOK, NJ 08812
908-756-6500 Speed Dial #099
908-756-8820 (FAX)
JERRY RESNICK
29-74410 KAPE INSURANCE AGENCY, INC. MIDDLESEX
(KAPE) 510 HAMILTON BOULEVARD
SO. PLAINFIELD, NJ 07080
908-757-6666 Speed Dial #100
908-561-0032 (FAX)
ALAN KAPE
29-72410 KAPLOW & CO. INSURANCE ESSEX
(KAPL) 348 MILLBURN AVENUE
P.O. BOX 735
MILLBURN, NJ 07041
201-467-8711 Speed Dial #101
201-912-0527 (FAX)
STUART APPLEBAUM
29-63930 FRED KATZ AGENCY UNION
(KATZ) 2266 SPRINGFIELD AVENUE
VAUXHALL, NJ 07088
908-964-8800 Speed Dial #102
908-964-9146 (FAX)
ZEV NADLER
29-63070 KLOTZ & BRICK ASSOC., INC. MONMOUTH
(KLOT) 3511 HIGHWAY 9 NO.
P.O. BOX 574
HOWELL, NJ 07731
908-364-3333 Speed Dial #103
908-364-4115 (FAX)
KENNETH KLOTZ
PHYLLIS KIVIMAGI
29-72800 L.A.D. AGENCY, INC. MONMOUTH
(LAD) STATE HIGHWAY #35
P.O. BOX 1570
WALL, NJ 07719
908-449-2304 ext 147Speed Dial #104
908-449-2582 (FAX)
MARYANN D. GOWEN
29-63560 LAKELAND INSURANCE AGENCY, INC. MORRIS
(LAKE) 297 E. BLACKWELL STREET
P.O. BOX 861
DOVER, NJ 07801
201-361-2033 Speed Dial #105
NO FAX
JOHN GRAZEVICH
29-73870 LAKELAND INSURANCE AGENCY, INC. MORRIS
(LAKE) 215 RIDGEDALE AVENUE
FLORHAM PARK, NJ 07932
201-377-4933 Speed Dial #106
201-377-7332 (FAX)
STEVE KLINGER
29-71410 JOSEPH A. LANDOLFI ESSEX
(LAND) T/A J. LANDOLFI AGENCY
74 ACADEMY STREET
P.O. BOX 383
SO. ORANGE, NJ 07079
201-763-9418 Speed Dial #107
201-763-9120 (FAX)
JOSEPH LANDOLFI
29-74870 THE LANTERN AGENCY UNION
(LANT) 64 FLORAL AVENUE
MURRAY HILL, NJ 07974
908-464-5100 Speed Dial #108
908-464-6969 (FAX)
PETER E. ROVTAR
29-62390 PHILIP V. LA TORRE AGENCY ESSEX
(LATO) 599 PLEASANT VALLEY WAY
W. ORANGE, NJ 07052
201-731-0945 Speed Dial #109
201-736-4259 (FAX)
PHILIP LA TORRE
29-62360 THE LAWLER AGENCY, INC. OCEAN
(LAWL) 206 LACEY ROAD
FORKED RIVER, NJ 08731
609-693-9328 Speed Dial #110
609-693-6651 (FAX)
JOHN LAWLER
29-73120 LEN MOR AGENCY, INC. PASSAIC
(LEN-) 679 LAFAYETTE AVENUE
HAWTHORNE, NJ 07506
201-423-4542 Speed Dial #112
201-423-4255 (FAX)
ROBERT MOORE
29-62050 M. LICHENSTEIN AGENCY BERGEN
(LICH) 24-02 BROADWAY
P.O. BOX 2780
FAIR LAWN, NJ 07410
201-797-1300 Speed Dial #113
201-797-3838 (FAX)
STEPHEN LICHENSTEIN
29-62170 LIPSKY AGENCY ESSEX
(LIPS) 405 MAIN STREET
P.O. BOX 886
E. ORANGE, NJ 07019
201-675-4001 Speed Dial #114
201-675-0012 (FAX)
ABE LIPSKY
29-74340 LITTLE FALLS INSURANCE AGENCY PASSAIC
(LITT) 110 STEVENS AVENUE
LITTLE FALLS, NJ 07424
201-785-3700 Speed Dial #115
201-785-8702 (FAX)
ROBERT SHAARA
29-73220 MAIN STREET INSURANCE & INVESTMENT BURLINGTON
(MAIN) 66 E. MAIN STREET
MARLTON, NJ 08053
609-983-9300 Speed Dial #116
609-983-3861 (FAX)
RALPH GELLURA
29-74450 MARINE AGENCY CORPORATION ESSEX
(MARI) 191 MAPLEWOOD AVENUE
MAPLEWOOD, NJ 07040
201-763-4711 Speed Dial #117
201-763-1635 (FAX)
DARRYL STEVENS
29-62990 DAVID R. MARTIN AGENCY MIDDLESEX
(MART) 94 MAIN STREET
WOODBRIDGE, NJ 07095
908-634-7777 Speed Dial #118
908-634-0077 (FAX)
RALPH KUSHINSKY
29-72780 DELANO MARTINS AGENCY UNION
(DELA) 321 RAHWAY AVENUE
ELIZABETH, NJ 07202
908-289-7353 Speed Dial #119
908-289-7969 (FAX)
DELANO MARTINS
29-74350 E.F. MASON AGENCY MONMOUTH
(MASO) 1102 OCEAN AVENUE
P.O. BOX 3067
SEA BRIGHT, NJ 07760
908-747-7017 Speed Dial #120
908-741-4705 (FAX)
ERNEST MASON
29-76130 MC CARTHY-HILLSIDE, INC. BERGEN
(MCCA) 170 WASHINGTON AVENUE
DUMONT, NJ 07628
201-384-2323 Speed Dial #189
201-384-7004 (FAX)
BENEDICT ROMEO
29-67490 MCCAY CORP BURLINGTON
29-67470 ROUTES 130 & 206
(MCCA) P. O. BOX 679
BORDENTOWN, NJ 08505
609-584-1200 Speed Dial #121
609-298-8177 (FAX)
RAYMOND HOULIHAN
29-75870 EARL J. MCCOY AGENCY, INC. MERCER
(MCCO) 1878 ARENA DRIVE
TRENTON, NJ 08610
609-888-5333 Speed Dial #122
609-888-1118 (FAX)
EARL J. MCCOY, SR.
29-74440 MCDONOUGH & STELLATO UNION
(MCDO) 181 WESTFIELD AVENUE
P.O. BOX 5631
CLARK, NJ 07066-5631
908-381-8300 Speed Dial #123
908-381-0880 (FAX)
JOSEPH STELLATO
29-71590 MC LACHLAN INSURANCE AFFILIATES, INC. SOMERSET
(MCLA) 75 EAST MAIN STREET
P.O. BOX 280
SOMERVILLE, NJ 08876
908-526-0500 Speed Dial #124
908-526-9584 (FAX)
PAUL MARKOWITZ
HENRY KANE
MORGAN MCLACHLAN
29-71850 ROGER JOHN MULLER AGENCY HUDSON
(MULL) 930 WASHINGTON STREET
HOBOKEN, NJ 07030
201-659-2403 Speed Dial #126
201-659-0373 (FAX)
R. JOHN MULLER
29-67420 N.I.A. LTD. BERGEN
29-67570 66 ROUTE 17
29-61270 P.O. BOX 285
29-67600 PARAMUS, NJ 07652
(NIA) 201-845-6600 Speed Dial #127
201-845-3011 (FAX)
CHRIS BANDY (PL)
PAUL GROSS
29-74170 NELSON INSURANCE SERVICES, INC. SUSSEX
(NELS) VERNON MEDICAL ARTS BLDG.
212 ROUTE 94
VERNON, NJ 07462
201-209-0909 Speed Dial #128
201-209-1544 (FAX)
MARK NELSON
29-76220 NEW JERSEY AGENCY NETWORK, INC. UNION
(OXFD) A/O OXFORD INSURANCE & FINANCIAL SERVICES
P.O. BOX 488
KENILWORTH, NJ 07033
908-709-0200 Speed Dial # 031
908-709-1413 (FAX)
LINDA JOHNSON
OXFORD INSURANCE & FINANCIAL SERVICES, INC.ATLANTIC
202 SOUTH BLACK HORSE PIKE
BLACKWOOD, NJ 08012
609-232-4955
609-232-9180 (FAX)
DOUGLAS DIPAOLO
29-76230 NEW JERSEY AGENCY NETWORK,INC. UNION
(KALL) A/O KALL & KALL INSURANCE AGENCY, INC.
P.O. BOX 488
KENILWORTH, NJ 07033
908-709-0200 Speed Dial # 031
908-709-1413 (FAX)
LINDA JOHNSON
KALL & KALL INSURANCE AGENCY, INC. MONMOUTH
9 SOUTH MAIN STREET
MARLBORO, NJ 07746
908-577-0006
908-577-0567 (FAX)
GREGG KALL
29-76240 NEW JERSEY AGENCY NETWORK, INC. UNION
(VEST) A/O VESTSURE GROUP, INC.
P.O. BOX 488
KENILWORTH, NJ 07033
908-709-0200 Speed Dial # 031
908-709-1413 (FAX)
LINDA JOHNSON
VESTSURE GROUP, INC. UNION
649 CENTRAL AVENUE
WESTFIELD, NJ 07090
908-518-9700
908-518-9797
ROY TWISTE
29-76250 NEW JERSEY AGENCY NETWORK, INC. UNION
(GROT) A/O GROTE, SELTZER & PERKEL, INC.
P.O. BOX 488
KENILWORTH, NJ 07033
908-709-0200 Speed Dial # 031
908-709-1413 (FAX)
LINDA JOHNSON
GROTE, SELTZER & PERKEL, INC. BERGEN
350 BROAD AVENUE
RIDGEFIELD, NJ 07657
201-941-3993
201-941-0761
JOEL PERKEL
29-75680 NILSON INSURANCE AGENCY MORRIS
(NILS) 86 WASHINGTON STREET
MORRISTOWN, NJ 07960
201-539-2285 Speed Dial #129
201-539-7588 (FAX)
GEOFFREY NILSON
29-60600 OHLOTT & KENELY AGENCY, INC. MIDDLESEX
(OHLO) 58 WASHINGTON AVENUE
CARTERET, NJ 07008
908-541-5615 Speed Dial #130
908-541-5597 (FAX)
PATRICIA A. HOEHLER
29-74990 OTTERSTEDT INSURANCE AGENCY, INC. HUDSON
(OTT) 6820 BERGENLINE AVENUE
29-67970 GUTTENBERG, NJ 07093-9836
(MATZ) 201-869-7272 Speed Dial #131
29-60680 201-869-1470 (FAX)
(WEIS) ROBERT J. CASAZZA
29-67090 JOSEPH PARISI
(CAST)
29-74990 GJEM INSURANCE AGENCY, INC. BERGEN
(OTT) 78 MOUNT VERNON STREET
RIDGEFIELD PARK, NJ 07660
201-641-3800 Speed Dial #207
201-641-9236
JOSEPH GENTILE
NOTE: GJEM INSURANCE AGENCY, INC. IS A DIVISION OF
OTTERSTEDT INSURANCE AGENCY, INC.
COMMERCIAL PRODUCTION OFFICE ONLY
29-73380 MICHAEL J. PADULA UNION
(PADU) 610 CRANFORD AVENUE
P.O. BOX 134
KENILWORTH, NJ 07033
908-245-2489 Speed Dial #133
908-245-2489 (FAX-CALL FIRST)
MICHAEL PADULA
29-75840 PARK INSURANCE ASSOCIATES, INC. ESSEX
(PARK) 155 FRANKLIN AVENUE
P.O. BOX 110125
NUTLEY, NJ 07110
201-235-1562 Speed Dial #134
201-235-0565 (FAX)
JOSEPH LAMPARIELLO
29-61330 PARKER, REMSEN & SULLIVAN MIDDLESEX
(PARK) 317 CLEVELAND AVENUE
P. O. BOX 4449
HIGHLAND PARK, NJ 08904
908-249-1200 Speed Dial #135
908-249-9646 (FAX)
DENNIS SULLIVAN
29-66000 DONNA M. PARRY HUDSON
(SHAR) 62 LINDEN AVENUE Speed Dial # 155
P.O. BOX 398
KEARNY, NJ 07032
201-991-3358
NO FAX
DONNA PARRY
29-74730 LOUIS P. PIPI AGENCY MONMOUTH
(PIPI) 2007 HIGHWAY 35
P.O. BOX 1570
WALL TOWNSHIP, NJ 07719
908-449-2304 Speed Dial #136
908-449-2582 (FAX)
LOUIS PIPI
29-65070 POHL INSURANCE CENTER MIDDLESEX
29-74050 UNITED INSURANCE AGENCY
(POHL) 1760 HIGHWAY 27
EDISON, NJ 08917
908-287-1818 Speed Dial #137
908-985-2205 (FAX)
OTTO POHL
29-76160 PRINCETON INSURANCE AFFILIATES, INC. MERCER
(PRIN) 742 ALEXANDER ROAD
PRINCETON, NJ 08540
609-452-7220 Speed Dial #208
609-452-8566 (FAX)
GEORGE MURASKI
CHARLES YELECK
29-75830 THE PROPERTY & CASUALTY GROUP, INC. ESSEX
(PROP) 103 EISENHOWER PARKWAY
P.O. BOX 370
ROSELAND, NJ 07068
201-226-7580 Speed Dial #140
201-226-8067 (FAX)
THOMAS FONTANA
29-73950 RAIMO INSURANCE AGENCY, INC. ESSEX
(RAIM) 94 FRANKLIN STREET
BELLEVILLE, NJ 07109
201-751-5940 Speed Dial #142
201-751-2780 (FAX)
JOSEPH RAIMO
29-76040 REED & SON, INC. HUNTERDON
(REED) ROUTE 22 EAST, P.O. BOX 155
WHITEHOUSE STATION, NJ 08889
908-534-2191 Speed Dial #143
908-534-5507 (FAX)
ARTHUR L. STILLWELL
29-76200 RICHARDS & SUMMERS, INC. MORRIS
(RICH) 76 BROADWAY
P.O. BOX 68
DENVILLE, NJ 07834-0068
201-627-0100 Speed Dial #132
201-627-0915 (FAX)
WILLIAM D. RICHARDS
W. DAVID RICHARDS
29-76210 RICHARDS & SUMMERS, INC. SUSSEX
(SUMM) 270 SPARTA AVENUE
SPARTA, NJ 07871-1122
201-729-8200 Speed Dial # 159
201-729-5537 (FAX)
THOMAS D. SWEENEY
29-60500 RIOTTO ASSOC. OF PARK RIDGE, INC. BERGEN
(RIOT) 128 KINDERKAMACK ROAD
P.O. BOX 158
PARK RIDGE, NJ 07656
201-391-0600 Speed Dial #144
201-391-0636 (FAX)
GARY RIOTTO
29-62760 CHARLES ROMANO AGENCY ATLANTIC
(ROMA) 9 DONNA DRIVE
POMONA, NJ 08240
609-652-1156 Speed Dial #145
609-652-0755 (FAX)
CHARLES ROMANO
29-72320 WILLIAM ROMANO AGENCY UNION
(ROMA) 730 BOULEVARD
KENILWORTH, NJ 07033
908-245-2266 Speed Dial #146
908-245-1183 (FAX)
BILL ROMANO
29-68960 HAL ROSE AGENCY, INC. UNION
(ROS1) 118 ELMORA AVENUE
ELIZABETH, NJ 07202-1697
908-354-1000 Speed Dial #147
908-352-2855 (FAX)
EILLEEN WEXLER
29-61400 JULIUS A. ROSE, INC. HUDSON
(ROS2) 611 BROADWAY
P.O. BOX 95
BAYONNE, NJ 07002
201-436-7600 Speed Dial #148
201-436-9141 (FAX)
STEPHEN ROSE
29-67530 M.L. RUBERTON AGENCY ATLANTIC
(RUBE) 401 12TH STREET
P.O. BOX 638
HAMMONTON, NJ 08039
609-561-1200 Speed Dial #149
609-561-9570 (FAX)
PAUL PULLIA
29-62870 RUSSO INSURANCE AGENCY PASSAIC
(RUSS) 642 BROAD STREET
CLIFTON, NJ 07013
201-779-8400 Speed Dial #150
201-779-5537 (FAX)
NICHOLAS RUSSO
29-73310 MAX SAFRIN AGENCY, INC. UNION
(SAFR) 2266 SPRINGFIELD AVENUE
VAUXHALL, NJ 07088
908-688-1133 Speed Dial #151
908-688-1135 (FAX)
MAX SAFRIN
HAROLD SAFRIN
29-76100 DAVID G. SAYLES INSURANCE SERVICES BERGEN
(SAYL) 175 ROCK ROAD
P.O. BOX 187
GLEN ROCK, NJ 07452
201-652-0407 Speed Dial #152
201-652-0721 (FAX)
DAVID G. SAYLES JR.
29-74180 SCARPELLI INSURANCE & INVESTMENTS MIDDLESEX
(SCAR) 175 MAIN STREET
P.O. BOX 547
WOODBRIDGE, NJ 07095
908-636-9333 Speed Dial #153
908-636-9444 (FAX)
LOU SCARPELLI, JR.
29-74780 S&D ASSOCIATES MORRIS
(S&DA) 626 MAIN ROAD
P.O. BOX 7
TOWACO, NJ 07082
201-335-0218 Speed Dial #154
201-334-4448 (FAX)
NILS STRANDSKOV
EUGENE GRACE
29-64310 FRANK SIRACUSA & SON ATLANTIC
(SIRA) 30 S. NEW YORK AVENUE
ATLANTIC CITY, NJ 08401
609-344-7175 Speed Dial #156
609-344-0798 (FAX)
FRANK SIRACUSA
MARGE BOREEN
29-60010 SLAPIN-LIEB PIKE, RAMPOLLA & CERBONE UNION
(SLAP) 65 SPRINGFIELD AVENUE
P.O. BOX 693
SPRINGFIELD, NJ 07081
201-467-3800 Speed Dial #157
201-564-5236 (FAX)
WILLIAM SLAPIN
HAROLD SLAPIN
RICHARD RAMPOLLA
29-74320 EARLE H. SLOAN, INC. SALEM
(SLOAN) 33 2ND STREET
P.O. BOX 1210
ELMER, NJ 08318
609-358-8161 Speed Dial #158
609-358-6512 (FAX)
F. JOHN GASPARON
29-61700 SNEDIKER VALENTI, INC. MIDDLESEX
(SNED) P.O. BOX 1325
NEW BRUNSWICK, NJ 08903-1325
908-828-3800 Speed Dial #160
908-828-0061 (FAX)
JOSEPH VALENTI
29-61520 HELEN C. SOCHA AGENCY UNION
(SOCH) 135 ORCHARD TERRACE
CLARK, NJ 07066
908-388-7575 Speed Dial #161
NO FAX
AL JERONIMO
29-60260 SOUTH ORANGE HERITAGE ASSOC. INC. UNION
(SOHE) 727 RARITAN ROAD
CLARK, NJ 07066
908-388-9200 Speed Dial #162
908-763-7656 (FAX)
JACK GEIGERICH
29-75050 SPAN ASSOCIATES INSURANCE AGENCY, INC. UNION
(SPAN) 247 MORRIS AVENUE
SPRINGFIELD, NJ 07081
201-376-8600 Speed Dial #163
201-376-5550 (FAX)
STANLEY SPAN
29-61370 P.A. SPINELLI INSURANCE AGENCY GLOUCESTER
(SPIN) 375 NO. MAIN STREET
UNIT A3
WILLIAMSTOWN, NJ 08094
609-728-2575 Speed Dial #164
609-728-8826 (FAX)
PAT SPINELLI
MARK SPINELLI
29-75740 STUBER INSURANCE AGENCY, INC. WARREN
(STUB) 115 MILL STREET (ROUTE 46)
P.O. BOX 444
HACKETTSTOWN, NJ 07840
908-852-4444 Speed Dial #165
908-852-1808 (FAX)
WALTER H. STUBER
29-68390 SUBURBAN INSURANCE AGENCY, INC. ESSEX
(SUBU) 37 BROAD STREET
P.O. BOX 670
BLOOMFIELD, NJ 07003
201-748-5661 Speed Dial #166
201-748-0171 (FAX)
TONY ZOPPI
LOU COPPOLA
29-75030 A.R. TIERNEY AGENCY, INC. ESSEX
(TIER) 106 WATCHUNG AVENUE
UPPER MONTCLAIR, NJ 07043
201-746-7700 Speed Dial #167
201-746-5032 (FAX)
ELIZABETH MORRIS
29-61190 TRABACHINO REAL ESTATE & INS. AGENCY MONMOUTH
(TRAB) 347 CLIFFWOOD AVENUE
P.O. BOX 437
CLIFFWOOD, NJ 07721
908-566-1737 Speed Dial #169
908-566-2628 (FAX)
JAN TRABACHINO
29-60470 KAZYS TRECIOKAS AGENCY UNION
(TREC) 376 MERCER AVENUE
UNION, NJ 07083
908-687-4033 Speed Dial #170
NO FAX
KAZYS TRECIOKAS
29-62800 TRI-STATE INSURANCE AGENCY, INC. SUSSEX
29-62340 ROUTE 206
(TRI) P. O. BOX 4
AUGUSTA, NJ 07822
201-948-4420 Speed Dial #171
201-948-6940 (FAX)
GEORGE HARPER
29-63580 TURANO AGENCY, INC. ESSEX
(TURA) 16 TONY GALENTO PLAZA
ORANGE, NJ 07050
201-676-5856 Speed Dial #172
201-676-7648 (FAX)
LOUIS TURANO
29-68660 U.S. OVERSEAS AGENCY, INC. UNION
(USOV) 1693 STUYVESANT AVENUE
P.O. BOX 249
UNION, NJ 07083
908-964-5950 Speed Dial #173
908-964-9487 (FAX)
JEFF NEUBAUER
29-74910 VAN HOUSEN INSURANCE AGENCY, INC. PASSAIC
(VAN) 274 LAFAYETTE AVENUE
HAWTHORNE, NJ 07507
201-427-0560 Speed Dial #174
201-423-2831 (FAX)
CORNELIUS VAN HOUSEN
29-63110 THE VIDAL AGENCY MORRIS
29-62850 453 RIDGEDALE AVENUE
(VIDA) P.O. BOX 392
E. HANOVER, NJ 07936Speed Dial #175
201-428-8200
201-428-7394 (FAX)
CHRIS VIDAL
29-62670 VILLAGE INSURANCE AGENCY, INC. UNION
(VILL) 133 WESTFIELD AVENUE
CLARK, NJ 07066
908-396-4466 Speed Dial #176
908-396-4449 (FAX)
MICHAEL CORBOSIERO
ALDO TRIPICCHIO
29-76030 GEORGE VOLK AGENCY MIDDLESEX
(VOLK) P.O. BOX 306
EAST BRUNSWICK, NJ 08816
908-257-2212 Speed Dial #177
908-257-2114 (FAX)
GEORGE VOLK
29-76050 GEORGE H. VOLK JR. MIDDLESEX
(VOLK) T/A THE GALLAGHER AGENCY
499 WASHINGTON ROAD
PARLIN, NJ 08859
908-254-6601 Speed Dia l #178
908-254-8126 (FAX)
CHARLEEN VOLK
29-75020 THOMAS A. VOLK AGENCY MERCER
(VOLK) 528 WHITEHORSE AVENUE
TRENTON, NJ 08610
609-581-2101 Speed Dial #179
609-581-2106 (FAX)
THOMAS VOLK
29-63270 EDWARD WAINEN AGENCY ESSEX
(WAIN) 162 BLOOMFIELD AVENUE
BLOOMFIELD, NJ 07003
201-743-1111 Speed Dial #180
201-743-1147 (FAX)
EDWARD WAINEN
29266470 WEICHERT CLOVERS ASSOCIATES BERGEN
(WEIC) 1625 ROUTE 10
MORRIS PLAINS, NJ 07950
201-608-1555 Speed Dial #181
201-2540-9181 (FAX)
STEPHEN GORDON
29-60810 WEINER-LUDWIG, INC. BERGEN
(WEIN) 255 BOULEVARD
P.O. BOX 309
HASBROUCK HEIGHTS, NJ 07604-0309
201-288-9044 Speed Dial #182
201-288-1265 (FAX)
ROBERT WEINER
DEB COLLER
29-65110 WENZEL AGENCY PASSAIC
(WENZ) 218 AUTUMN STREET
PASSAIC, NJ 07055
201-777-5334 Speed Dial #183
201-777-4438 (FAX)
CHARLES RUSSO
JANE RUSSO
29-64860 THE WHARTON GROUP MONMOUTH
(WHAR1) 1806 HIGHWAY 35
29-74080 P.O. BOX 260
(KILM) OAKHURST, NJ 07755
29-74360 908-531-3003 Speed Dial #184
(KILM2) 908-531-5337 (FAX)
PAT BROWN
29-63080 WHARTON/LYON & LYON ESSEX
(WHAR) 101 SOUTH LIVINGSTON AVENUE
LIVINGSTON, NJ 07039
201-992-5775 Speed Dial #185
PERSONAL LINES 201-992-4327 (FAX)
COMMERCIAL LINES 201-992-6660 (FAX)
RICHARD T. HEBERT
29-61080 WITTIG-LEGUTKO INSURANCE AGENCY BERGEN
(WITT) 669 RIVER DRIVE
RIVER DRIVE CENTER II
ELMWOOD PARK, NJ 07407-1361
201-703-9500 Speed Dial #111
201-703-2444 (FAX)
MICHAEL LEGUTKO
29-66380 WOLF AGENCY SALEM
(WOLF) 120 NO. 8TH STREET
VINELAND, NJ 08360
609-696-4800 Speed Dial #186
609-696-8147 (FAX)
AARON WOLF
29-72760 WORLD INSURANCE SERVICE & TRAVEL MONMOUTH
(WORL) 351 SUNSHINE ROAD
MARLBORO GREEN
MANALAPAN, NJ 07726
908-536-5553 Speed Dial #187
908-536-3603 (FAX)
ALBERT LEVIN
29-68890 ZISA INSURANCE CENTER BERGEN
(ZISA) 77 HUDSON STREET
HACKENSACK, NJ 07601
201-487-0098 Speed Dial #188
201-487-1898 (FAX)
JOHN ZISA
<PAGE>
NEW JERSEY MEMBERSHIP PRODUCERS
11-23-96
CODE # AGENCY
29-75120 AAAA INSURANCE AGY. CORP.
68 Main Street
So. Boundbrook, N.J. 08880
(908) 469-8008
MR. CLARENCE HOWARD
29-62930 ABEL INSURANCE/GREENHALL
1200 River Ave. Hwy. 9
Lakewood, New Jersey 08701
(908) 905-8272
THOMAS P. GREENHALL
29-75430 ACCURATE INSURANCE AGENCY
501 W. Mill Road
Northfield, NJ 08225
(609) 641-3003
(609) 641-0434 FAX
PATRICIA JENKINS
29-75990 ADVANCED INS AGENCY
1516 Baywood Avenue
Pt. Pleasant, NJ 08742
(908) 892-5843
(908) 295-5372 Fax
LISA M. LAIACONA
29-76110 AEGIS-AUTO INS AGY
419 Essex Street
Hackensack, NJ 07601
(201) 343-4215
(201) 343-1303 Fax
GREGORY A. POTTER
29-76150 AFFORDABLE PREMIUMS AGENCY
39 Lackawanna Place #12
Bloomfield, NJ 07003
(201) 743-8114
(201) 743-9498 FAX
ROBERT M. ISSA
29-74880 ALLCITY INSURANCE AGY., INC.
2343 St. George Avenue
Rahway, New Jersey 07065
(908) 499-0700
(908) 499-0513 FAX
SIDNEY KAY
29-75380 ALLIED GROUP AGENCIES, INC.
278 Broadway
Elmwood Park, New Jersey 07407
(201) 796-5710
(201) 797-8656 FAX
MITCHELL F. SILVER
29-75930 ALPHA INSURANCE AGENCY
274 Long Avenue
Hillside, NJ 07205
(201) 926-2260
JOHN MANCINI
29-75700 J.M. BARLOS, INC.
594 Broadway
Newark, New Jersey 07104
(201) 481-1553
(201) 485-6676
(201) 485-2467 FAX
JOSE LOUSA
29-60910 BARROOD AGENCY, INC.
50 Paterson Street
P.O. Box 1387
New Brunswick, N.J. 08903
(908) 247-8664
(908) 828-1980 FAX NUMBER
DAVID BARROOD, JR.
29-75520 BIANCHI INSURANCE AGENCY
3719 Kennedy Blvd.
Jersey City, New Jersey 07307
(201) 656-1800
MARTHA RAMOS
29-73730 JOSEPH D. BONACCI
1014 Kennedy Blvd
** Union City, NJ 07087
(201) 866-2926
29-73770 E. BRASSON INS AGENCY
25 Garden Place
** Tinton Falls, NJ 07724
(908) 747-6603
29-75210 BRITT BROKERAGE CO., INC.
618 River Street
Paterson, New Jersey 07524
(201) 345-4676
(201) 345-7833 Fax
JAVIER BRITO
29-74980 J.A. CAMPISANO INS. AGY. INC.
P.O. Box 336
54 Main St. Suite 103
Succasunna, New Jersey 07876
(201) 584-5440
(201) 584-7974 FAX
JOSEPH A. CAMPISANO
29-75250 DANIEL E. CHACON AGENCY
311 Walnut Street
Newark, New Jersey 07105
(201) 589-9235
DANIEL E. CHACON
29-75650 FRANK CHIORAZZI & ASSOCS.
2104 Kennedy Blvd.
Union City, New Jersey 07087
(201) 865-3050
(201) 865-3450 FAX
FRANK A. CHIORAZZI
29-74940 CITY LINE PLAZA INS. AGY., INC.
City Line Plaza
Bayonne, New Jersey 07002
(201) 339-0656
(201) 339-3147 FAX
WILLIAM L. LAGRECA
29-75590 CITY WIDE AGENCY, INC.
2500 Baird Boulevard
Camden, New Jersey 08105
(609) 541-3364
(609) 541-9006 FAX
JOHN DE RAGO
29-74750 COE GROUP, INC.
1044 Route 23 North Ste 316
Wayne, New Jersey 07470
(201) 628-0800
(201) 628-7881 FAX
ROBERT COE, JR.
29-75390 COE-RIPOLL INS. AGENCY
2805 Bridge Avenue
Point Pleasant, N.J. 08742
(908) 899-6800
(908) 899-0020 FAX
ROBERT J. COE
29-75500 CONTEMPORARY ENTERPRISES, INC.
648 1/2 Ridge Road
Lyndhurst, New Jersey 07071
(201) 939-1900
PETER MC ERLEAN
29-60920 LARRY COOPER
14 Agate Road
E. Brunswick, N.J. 08816
(908) 572-4300
29-75220 AL CORREIA AGENCY
1145 Elizabeth Avenue
Elizabeth, New Jersey 07201
(908) 352-2166
MARY CARVALHO
29-75660 COULTER INS SERVICES INC.
600 Scotland Road
Orange, New Jersey 07050
(201) 672-0727
(201) 672-1465 FAX
J. STEFANY COULTER, CIC
29-75370 DANMAR INS. AGY., INC.
168 Bloomfield Avenue
Newark, New Jersey 07104
(201) 481-0001
(201) 481-5516 FAX
JOSEPH P. LIOI
29-75260 DIRUS, INC. T/A MANALAPAN AGY.
1142 Corlies Avenue
Neptune, New Jersey 07753
(908) 988-7300
RUSS CITRON
29-61880 EMS GENERAL INSURANCE AGY.
327 Main Street, Ste. 5
Orange, N.J. 07050
(201) 672-2006
EUGENE M. SMITH
29-76070 FAIRWAY INSURANCE, INC.
539 Main Street
Avon, NJ 07717
(908) 776-7333
(908) 776-6342 Fax
JOSEPH GRASSO
29-75640 FARINELLI AGENCY, INC.
24 No. White Horse Pike
Lindenwold, New Jersey 08021
(609) 784-7800
(609) 782-0866 FAX
CARMEN M. FARINELLI
29-74840 MICHAEL G. FEDE AGENCY
24 Franklin Avenue
Nutley, New Jersey 07110
(201) 661-0052
(201) 661-4353 FAX
MICHAEL G. FEDE
29-76080 FIENI INSURANCE CORP.
P.O. Box 309
Cookstown, NJ 08511
(609) 723-3666
(609) 723-3059 Fax
DONNA FIENI
29-75350 GEE WIZ INS. BROKERAGE
135 No. Broadway
So. Amboy, New Jersey 08879
(908) 721-9174
(908) 721-6755 FAX
GREGORY WYZYKOWSKI
29-74810 GIBRALTAR INS. BROKERAGE, INC.
37 Broad Street
Bloomfield, New Jersey 07003
(201) 680-4933
(201) 748-0171 FAX
GEORGE L. TACKETT
29-75180 GOLD COAST INS. AGENCY, INC.
4625 Broadway
P.O. Box 4817
Union City, New Jersey 07087
(201) 867-8678
(201) 867-4235 FAX
JORGE GOMEZ
29-75530 GONZALEZ & FERNANDEZ INS. AGY.
6225 Kennedy Blvd.
North Bergen, New Jersey 07047
(201) 869-6409
(201) 869-7041 FAX
JOSE "MIKE" FERNANDEZ
DOMINGO R. GONZALEZ
29-73510 GRANO INSURANCE AGENCY
1141 South Orange Avenue
Newark, New Jersey 07106
(201) 371-5100
MR. GERALD GRANCAGNOLO
29-75490 EMIL W. HABEEB, INC.
226 Somerset Street
N. Plainfield, New Jersey 07060
(908) 753-8876
(908) 753-0638 FAX
EMIL W. HABEEB
29-62600 J.R. HARRISON AGENCY, INC.
827 Broad Street
Shrewsbury, NJ 07702
(908) 747-2900
CARL J. NILL
29-60700 JOHN G. HILL
635 Route 9
P.O. Box K
Bayville, New Jersey 08721
(908) 269-0800
29-75920 THE INS. CONNECTION AGY
136 Washington Avenue
Belleville, NJ 07109
(201) 759-5242
(201) 751-5017 Fax
MONICA PAPPALARDO
29-62790 INSURANCE KINGDOM AGY., INC.
P.O. Box 213 (mailing address)
34 North 20th Street
Kenilworth, New Jersey 07033
(908) 276-1200
(908) 276-6687 FAX NUMBER
PATRICIA M. PLASSEHAERT
29-75750 THE INSURANCE OUTLET
Heritage Square
There is no file 344 Greentree Road Unit #2
for this agent. Washington Township, NJ 08080
(609) 589-4117
(609) 589-3624
THOMAS A. WALKER
29-61060 JER-RE INSURANCE AGENCY
3029 Kennedy Boulevard
Jersey City, N. J. 07306
(201) 656-4300
RENEE SLANSKY
29-75200 KSW AGENCY, INC.
38 Wellington Road
E. Brunswick, New Jersey 08816
(908) 257-3717
(908) 238-7632 FAX
TED KUCHAR
29-75960 PHILIP R. KEILEN
P.O. Box 263
824 Sunset Road
Beachwood, NJ 08722
(908) 341-7280
(908) 341-5311 Fax
PHILIP R. KEILEN
29-74510 KIRNER INSURANCE AGENCY, INC.
622 Bloomfield Avenue
Bloomfield, New Jersey 07003
(201) 743-1468
(201) 743-6807 FAX
MR. ROBERT KIRNER
29-61250 KOMAROWSKI AGENCY, INC.
P.O. Box 1466
Clifton, NJ 07015
SHOULD BE TERMINATED (201) 778-2256
LEON KOMAROWSKI
29-76120 EDWARD L. KRAWIEC & ASSOC INC.
60 Union Blvd.
P.O. Box 3451
Wallington, NJ 07057
(201) 778-0766
(201) 778-6455 Fax
EDWARD L. KRAWIEC
29-73570 MICHAEL P. LACORTE
604 Van Houten Avenue
Clifton, NJ 07013
** (201) 773-0802
MICHAEL P. LACORTE
29-74790 THE LEIGH AGENCY
10 East Main Street
Freehold, New Jersey 07728
(908) 780-8338
SHELDON B. FALLON
29-75860 MC COY, INC.
230 Broad Street
Bloomfield, NJ 07003
(201) 743-1100
(201) 743-6260
RICHARD J. MCCOY
29-73840 M & L INSURANCE, INC.
144 Bloomfield Avenue
Montclair, New Jersey 07042
(201) 744-0595
(201) 744-5633 FAX
MR. MURRAY WEBER
29-75890 J. STEVE MADURSKI T/A S.P.I.A.
201 Chestnut Street
Newark, NJ 07105
(201) 465-1020
J. STEVE MADURSKI
29-76010 MANALAPAN AGENCY, INC.
1006 South Avenue
Westfield, NJ 07090
(908) 317-0554
(908) 317-5755 Fax
STEPHANI S. MURPHY
29-75170 RITA MASI INSURANCE AGENCY
211 Jeremy Lane
Manahawkin, New Jersey 08050
(609) 597-9303
RITA MASI
29-75480 MIDTOWN AGENCY, INC.
309 Milburn Avenue
Lyndhurst, NJ 07071
(201) 507-7193
(201) 804-9493 FAX
MARGUERITE ORTH
29-61810 WAYNE L. MILLER
1142 Bay Avenue
P.O. Box 720
Ocean City, New Jersey 08226
(609) 399-8755
29-74890 MIRRA INSURANCE AGENCY
237-A Parker Avenue
Clifton, New Jersey 07011
(201) 772-0904
(201) 772-4959 FAX
WALTER SKOWRONSKI
29-75450 N.B.I T/A HOLLYWOOD INS. AGY.
8512 Kennedy Blvd.
No. Bergen, New Jersey 07047
(201) 861-8360
(201) 868-7771 FAX
JIMMY GOLETSOS
29-75610 NEW ROADS INS AGENCY, INC.
354 North Delsea Drive
Glassboro, New Jersey 08028
(609) 881-3231
(609) 881-7397 FAX
NICHOLAS V. GATTUSO
29-62650 WILLIAM NORTON Rev 1084
289 Broad Street
** Bloomfield, NJ 07003
(201) 429-7034
29-62950 JOHN M. OLIPHANT
P.O. Box 138
1522 Main Street
Rahway, New Jersey 07065
(908) 388-2651
29-74520 CHRIS ORS & COMPANY
161 W. Rio Grande Avenue
Wildwood, New Jersey 08260
(609) 522-7117
CHRISTOPHER ORS
29-74460 PMA INSURANCE SERVICES
412 Avenel Street
Avenel, New Jersey 07001
(908) 750-0350
(908) 750-0386 FAX
MR. RICHARD YAEGER
29-75760 PALIZ INS AGENCY INC.
293 1/2 First Avenue
P.O. Box 7399
Newark, NJ 07107
(201) 482-4850
(201) 482-7880 FAX
BISMARCK PALIZ
29-74700 JOHN PALMUCCI AGENCY
201 Chestnut Street
Newark, New Jersey 07105
(201) 465-1020
JOHN PALMUCCI
29-60790 PATCHETT, GRODE & TOPP/SOLTES &
FRIEDSON
*** 300 Franklin Avenue
P.O. Box 217
Wyckoff, NJ 07481
(201) 891-4100
29-75400 PETRONELLA INS. AGENCY
182 Main Street
Metuchen, New Jersey 08840
(908) 494-1602
(908) 632-1602 FAX
MICHAEL PETRONELA, JR.
29-61230 STANFORD P. POCHE, SR.
512 Park Avenue
Paterson, N.J. 07509
(201) 881-0010
29-76140 POWELL INSURANCE SERVICE
1242 Asbury Avenue
Asbury Park, NJ 07712
(908) 776-5910
(908) 776-6154 Fax
STACY POWELL, JR.
29-62690 RINGLER INSURANCE AGENCY, INC.
2235 Morris Avenue
Union, New Jersey 07083
(908) 668-0011
LARRY RINGLER
29-75900 THOMAS R. ROGERS
174 Main Street
Eatontown, NJ 07724
(908) 542-1755
(908) 542-1912 Fax
THOMAS R. ROGERS
29-75510 ROYALE INSURANCE AGENCY
6913 Bergenline Avenue
Guttenberg, New Jersey 07093
(201) 868-7800
REMBERTO "BOB" PEREZ
29-61320 CHAS E RUE & SON, INC.
3812 Quakerbridge Rd.
** P.O. Box 3006
Trenton, NJ 08619
(609) 586-7474
29-75470 RUSH INSURANCE AGENCY
6 West Washington Avenue
Pleasantville, New Jersey 08232
(609) 641-5136
(609) 383-0407 FAX
WILLIAM H. RUSH
29-74740 STATE CREDIT UNION
** C/O Jaskol Agy Inc.
29-75880 PAUL T. TAESCHLER
1248 Rte 22 West
Mountainside, NJ 07092
(908) 789-1155
(908) 789-1145 Fax
PAUL T. TAESCHLER
29-74490 JUSTIN E. TAYLOR AGENCY
1095 Route 88 (Ocean Avenue)
Lakewood, New Jersey 08701
(908) 363-3131
(908) 363-1434
ROBYN TAYLOR-WELLET
29-76020 H. ROSCOE TAYLOR JR. INS AGY
731 - 3 Grand Street
Jersey City, NJ 07304
(201) 332-5255
(201) 332-7853 Fax
H. ROSCOE TAYLOR, JR.
29-75670 UNIVERSAL FINANCIAL COSULTANTS,INC
812 Summer Avenue
** NO FILE ** Newark, New Jersey 07104
(201) 481-0071
(201) 481-7840 FAX
NIMIA VASQUEZ
29-60640 VARDAKIS INS AGENCY INC
81 Anderson Avenue
P.O. Box 458
Fairview, NJ 07022-0458
(201) 941-3542
29-75950 WEICHERT INS AGENCY
1625 Route 10
P.O. Box 509
Morris Plains, NJ 07950-0509
(201) 605-1575
MARSHA A. SHERIFF, CIC, CPIW
29-73500 WEINER'S AGENCY
1203 W. St. George Avenue
P.O. Box 334
Linden, New Jersey 07036
(201) 925-0660
MR. ARTHUR L. WEINER
29-75560 WESTFIELD STATE AGENCY
6825 Westfield Avenue
Pennsauken, New Jersey 08110
(609) 663-8780
(609) 663-8881 FAX
VIRGINIA M. JOHNSTON
29-75190 MORRIS WINOGRAD INS. AGENCY
2184 JFK Blvd.
Jersey City, New Jersey 07305
(201) 433-8900
(201) 433-2319 FAX
MORRIS WINOGRAD
<PAGE>
T E R M I N A T E D
29-76000 WILLIAM ABBOTT INC
705 Ridge Road
TERMINATED Lyndhurst, NJ 07071
3/15/96 (201) 933-8884
(201) 933-0331 Fax
WILLIAM J. ABBOTT
29-75770 CELEBRITY INS AGENCY
3501 Kennedy Blvd.
(CLOSED) Union City, NJ 07087
6-27-95 (201) 863-0222
(201) 863-2548 FAX
TED GALLO
29-74820 INTRASTATE INS. AGENCY. INC
406 Bloomfield Avenue
Montclair, New Jersey 07042
Terminated (201) 509-1011
5/4/95 (201) 509-0503 FAX
JOSEPH M. PISANO
29-75910 KOUVEL INS. AGENCY
1040 Broadway
CLOSED Bayonne, NJ 07002
8/1/95 (201) 823-8686
GEORGE T. KOUVELIOTES
29-75270 LIBERTY INSURANCE BROKERAGE, INC.
118 Speedwell Avenue
CLOSED Morristown, New Jersey 07960
5/4/95 (201) 540-1611
PETER MALINSKY
29-74900 R.T. AGENCY
1288 Springfield Avenue
Irvington, New Jersey 07111
(CLOSED) (201) 374-4117
(201) 373-7545 FAX
RENEE TAYLOR
29-75160 SCERBO-WINDSOR INS. AGY., INC.
3519 Rt. 46
Parsippany, New Jersey 07054
(CLOSED) (201) 334-6929
5/4/95 (201) 402-1129 FAX
RICK CARTER
29-75320 SOHAIR N. SHAKER
6032 Bergenline Avenue
CLOSED West New York, New Jersey 07093
3/17/95 (201) 861-3043
SOHAIR N. SHAKER
Schedule 4.15 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties, Inc. concerning the sale of the stock of Motor
Club of America Enterprises, Inc. (the "Company")
List of licenses, permits and registrations held by the Company:
1. Motor Club of America Enterprises, Inc. a Delaware corporation,
is qualified as a corporation to do business in all other 49 states
and the District of Columbia. CT Corporation System has provided
the registered agent and office in each state, except:
New Jersey - Stephen A. Gilbert, registered agent
95 Route 17 South
Paramus, NJ 07653
2. Motor Club of America Enterprises, Inc. has obtained licenses to
do business as a motor club in the following states:
Alabama
Alaska
Arkansas
California
Connecticut
Idaho
Kansas
Louisiana
Maine
Maryland
Massachusetts
Mississippi
Montana
Nebraska
Nevada
New Hampshire
New Mexico
North Carolina
Oklahoma
South Carolina
Tennessee
Texas
Utah
Virginia
Wisconsin
Wyoming
Schedule 4.18 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America ("Seller")
and JVL Holding Properties, Inc. ("Purchaser") concerning the sale
of the stock of Motor Club of America Enterprises, Inc. (the
"Company").
List of Notes Payable: None
Schedule 4.19 to Stock Purchase Agreement made and entered into
November 27, 1996 by and between Motor Club of America and JVL
Holding Properties concerning the sale of the stock of Motor Club
of America Enterprises, Inc. (the "Company")
A list of insurance policies on the properties and business of the
company in effect on November 30, 1996:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
POLICY LIST
TYPE OF POLICY COMPANY POLICY NO. POLICY PERIOD COVERAGE
Automobile Insurance Royal Insurance RST233059 08/01/96-97 $1,000,000 Liability
S/L, Med. & $10,000
Repossessed Auto
CPP (Home Office
Package Policy) Hartford Insurance Co. 13 UUN CN3111 11/01/96-97 $1,096,800 Contents
Blanket $500,000 Extra
Expense $1,000,000 S/L
Liability
Computer Equipment Hartford Insurance Co. See Package 11/01/96-97 $800,000 Data Process. Equip.
& Extra Expense
Financial Institution
Bond Reliance B2416303 05/28/96-97 $1,000,000 Fidelity,
Forgery & Securities
Umbrella Liability Fireman's Fund XSC-000-8261-5642 11/01/96-97 $10,000,000 Umbrella Liability
Workers' Compensation New Jersey Reinsurance Co. J05699-4-96 07/20/96-97 Workers' Comp & 500/500
Employers Liab.
D&O Reliance Insurance Co. NDA0126239 12/10/95-06 $5,000,000
</TABLE>
The parties acknowledge that the Company has no real property in its
name, that all above policies insure all companies in the Motor
Club of America group and that the above coverages for the Company
will cease as of closing.
Schedule 4.21 to Stock Purchase Agreement made and entered into November 27,
1996 by and between Motor Club of America and JVL Holding Properties, Inc.
concerning the sale of the stock of Motor Club of America Enterprises, Inc.
(the "Company")
A list of trademarks, service marks or trade names used by the Company in
connection with its business (column headed "Mark Filed" refers to Service
Marks marked "A" and "B" attached hereto):
State Registrant Reg. No. Expire Mark
Date Filed
Alabama Motor Club of America 100720 2001 A&B
Arkansas Motor Club of America 60-89 & 173-84 7/27/99 A
California Motor Club of America 037553 & 037554 10/1/00 A
Colorado Motor Club of America 26526 4/04 A
Connecticut Motor Club of America 8451 & 7448 12/01 A
Delaware Motor Club of America 2/10/99 B
Florida Motor Club of America T10628 3/13/99 A
Georgia Motor Club of America S1825 9035
& 9036 8/19/99
3/23/99 A&B
Hawaii Enterprises 130447 10/21/01 A
124493
106308 4/10/99
Idaho Motor Club of America 12541 & 12542 3/3/99 A
Illinois Motor Club of America 63900 & 63899 2/99 A
Indiana Enterprises 5009-9333 3/27/99 A
Iowa Motor Club of America 9444 & 9443 2/13/99 B
Kansas Motor Club of America 2/13/99 B
Kentucky Motor Club of America 09509 08600 &
08601 2/12/01 A&B
3/15/99
Louisana Motor Club of America 8/13/03 B
2/14/99
Maine Motor Club of America 1989018M 2/12/99 A
Maryland Motor Club of America 89-s2395 7/18/99 A
89-S2394
Massachusetts Motor Club of America 42466 & 42467 3/24/99 A
Michigan Motor Club of America M05-023 10/4/01 A
M67-068 3/6/99
Minnesota Enterprises 7405 9/3/01 A
Mississippi Motor Club of America 760,934 2/14/99 A
Missouri Motor Club of America S10374 2/16/99 A
S10373
Montana Motor Club of America 15490 2/22/04 A
15489
Nebraska Motor Club of America 5108 & 5109 2/99 A
Nevada Motor Club of America 10/5/01 A
New Hampshire Motor Club of America 350-A 2/13/99 B
New Jersey Motor Club of America 2/22/99 A
New Mexico Motor Club of America TK89021309 2/13/99 A&B
TK89021310
New York Motor Club of America S-11281 4/10/99 A
S-11280
North Carolina Motor Club of America 3/1/99 A
Ohio Enterprises SM65809 4/5/99 A
SM65810
Oklahoma Motor Club of America 22436 3/1/99 A
22437
Oregon Motor Club of America S23163 1/04 A
Pennsylvania Motor Club of America 1083732 5/99 A&B
1083731
781087
Rhode Island Motor Club of America 89-2-18 2/27/99 A
89-2-19
South Carolina Motor Club of America 2/23/99 A
South Dakota Motor Club of America 2/24/99 A
Tennessee Motor Club of America 2/23/99 A
Texas Motor Club of America B
Utah Motor Club of America 29784 5/6/99 A
29783
Virginia Motor Club of America 3/6/99 A
Washington Motor Club of America 18695 2/21/99 A
18694
West Virginia Motor Club of America 2/15/99 B
Wisconsin Enterprises 3/15/09 A
8/1/04
Wyoming Motor Club of America 3/2/99 A
In addition to the above, please note the following United States of America
Certificates of Registration with the United States Patent and Trademark
Office (copies attached):
- - Registration No.: 1,566,334 (first use May 1, 1988);
- - Registration No.: 1,563,745 (first use May 17, 1948); and
- - Registration No.: 839,299 (first use August 1956).
THESE TRADEMARKS, SERVICEMARKS AND TRADENAMES ARE LISTED HEREON FOR THE SOLE
PURPOSE OF DISCLOSING THE TRADEMARKS, SERVICEMARKS AND TRADENAMES USED BY
THE COMPANY PRIOR TO THE CLOSING. AFTER THE CLOSING, THE COMPANY IS NOT
PERMITTED TO USE THESE TRADEMARKS, SERVICEMARKS, TRADENAMES OR THE WORDS
"MOTOR CLUB OF AMERICA" EXCEPT TO THE LIMITED EXTENT SUCH USE IS EXPRESSLY
PERMITTED BY THAT CERTAIN AGREEMENT DATED DECEMBER 2, 1996 ("AGREEMENT"),
BY AND BETWEEN THE SELLER AND THE COMPANY.
Schedule 4.24 to Stock Purchase Agreement made and entered into November 27,
1996 by and between Motor Club of America and JVL Holding Properties, Inc.
concerning the sale of the stock of Motor Club of America Enterprises, Inc.
(the "Company")
A list of exceptions to statement of no competing interests:
NONE
SCHEDULE 7.17
AGREEMENT
This Agreement ("Agreement") is made and entered into this 2nd
day of December, 1996 and effective December 1, 1996 ( the
"Effective Date"), by and among (a) Motor Club of America, a New
Jersey corporation ("Motor Club"), with its principal place of
business at 95 Route 17 South, Paramus, New Jersey 07653, and (b)
Motor Club of America Enterprises, Inc., a Delaware corporation
("Enterprises"), with its principal place of business at 3200 West
Wilshire Blvd., Oklahoma City, Oklahoma 73116.
W I T N E S S E T H :
WHEREAS, Motor Club and JVL Holding Properties, Inc., an
Oklahoma corporation (herein "JVL"), have, executed and delivered
that certain Stock Purchase Agreement dated November ____, 1996
("Stock Purchase Agreement"), under which JVL agreed to acquire all
of the issued and outstanding shares of Common Stock, par value
$1.00 per share, of Enterprises; and
WHEREAS, the Stock Purchase Agreement provides that Motor Club
and Enterprises will, simultaneously with the Closing thereunder,
execute and deliver this Agreement.
NOW THEREFORE, in consideration of the mutual promises and
undertakings contained herein and for other good and valuable
consideration, the receipt and the adequacy of which are hereby
acknowledged, Motor Club and Enterprises agree as follows:
1. Definitions.
"Affiliate": Shall mean any entity controlled by Motor
Club.
"Memberships": Affiliated Memberships, Non-Affiliated
Memberships and Stand- Alone Memberships are referred to herein
collectively as "Memberships".
"Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by an Affiliate of Motor Club.
"Non-Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by a non-affiliate of Motor Club.
"Originated by Motor Club or an Affiliate of Motor Club":
Shall mean obtained from and after the Effective Date hereof
primarily as a result of the efforts of Motor Club or an Affiliate
of Motor Club, including, without limitation, any producer
appointed by Motor Club hereunder. A Membership shall be deemed
obtained "primarily as a result of the efforts of Motor Club or an
Affiliate of Motor Club" if (a) the Membership existed on the
execution and the delivery of this Agreement, (b) the application
for such Membership was produced after the execution and the
delivery of this Agreement by Motor Club, an Affiliate of Motor
Club or a Motor Club appointed producer unless, immediately prior
thereto, it had been a membership of Enterprises, or (c) if the
Membership is a renewal of an active Membership covered by (a) or
(b).
"Stand-Alone Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
an Affiliate of Motor Club without an automobile insurance policy.
2. Duties of Motor Club. Motor Club shall perform the
following duties in connection with Memberships:
a. Marketing of Memberships. Motor Club may market the
Affiliated Memberships in New Jersey and such other jurisdictions
as Motor Club or an Affiliate markets automobile insurance policies
and may market Non-Affiliated Memberships and Stand-Alone
Memberships unless such marketing can not be conducted in any
jurisdiction under applicable laws and/or applicable regulations;
provided, however, nothing contained in this Section 2(a) shall be
deemed to authorize Motor Club to market a membership of any other
motor club in violation of Section 6. Motor Club shall conduct
such marketing in accordance with applicable laws and applicable
regulations and otherwise in good faith.
b. Processing of Affiliated Memberships. Motor Club
shall (i) process all applications for Affiliated Memberships; (ii)
provide to persons holding Affiliated Memberships (A) membership
cards which reflect their membership with Enterprises and (B) other
membership information of the type provided by Enterprises to new
members immediately prior to the closing of the transactions
contemplated by the Stock Purchase Agreement; (iii) provide
Enterprises on a daily basis in electronic form with data regarding
new, renewed and expired business to the extent such data is
available on Motor Club's information system; (iv) as soon as
practical forward to Enterprises any reports of claims from members
with Affiliated Memberships which happen to be made to Motor Club;
and (v) simultaneously with each payment by Motor Club to
Enterprises pursuant to Section 2(c), provide to Enterprises
written statements with respect to (A) the collected fees and the
reductions thereto and (B) written fees, which written statements
shall be in sufficient detail to permit Enterprises to verify the
amount of the payment.
c. Collection of Fees on Affiliated Memberships. Motor
Club shall collect from persons which hold Affiliated Memberships
all of the fees payable by such persons with respect to their
Affiliated Memberships. It is acknowledged that monies received
from Affiliated Memberships shall be pro rated between Membership
fees and insurance premiums based on collected revenues and based
on the relative amounts of such Membership fees and such insurance
premiums; provided, however, subject to Section 2(d), Motor Club
shall charge for memberships no less than the fees charged by
Enterprises for comparable Memberships.
d. Remittance of Fees on Affiliated Memberships. Motor
Club shall pay to Enterprises the fees collected by Motor Club
(subject to reduction as provided in this Section 2(d)), with
respect to each week no later than the Wednesday of the subsequent
week. Motor Club may reduce the fees payable with respect to any
week by (i) the commissions required to be paid and as actually
paid to producers who generated Affiliated Memberships, which
commissions shall not exceed an average of thirty seven percent
(37%) of the fees paid for Affiliated Memberships on agreements
with producers existing as of the Effective Date and which
commissions shall not exceed thirty percent (30%) of the fees paid
for Affiliated Memberships on agreements with producers entered
into after the Effective Date and without prior written consent of
Enterprises (which commissions Motor Club is specifically
authorized to pay from such fees) and (ii) the compensation payable
by Enterprises to Motor Club pursuant to Section 4. It is
acknowledged that Enterprises has no obligation to pay commissions
to producers on Non-Affiliated Memberships. With regard to Stand
Alone Memberships, except to the extent that Enterprises has a
contractual obligation to pay such commission, Enterprises has no
obligation to pay such commissions.
Motor Club shall have no other duties with respect to
Affiliated Memberships and shall not have any duties with respect
to Non-Affiliated Memberships or Stand-Alone Memberships.
e. Forms. Motor Club shall provide all administrative
and promotional forms necessary for Motor Club to perform its
duties in connection with the Affiliated Memberships, including,
without limitation, Membership Service Contracts, fulfillment kits,
and brochures; provided, however, Motor Club shall only use forms
approved in advance by Enterprises and the forms used by
Enterprises immediately prior to the execution and the delivery of
this Agreement shall be deemed to have been approved by Enterprises
until such time as Enterprises advises Motor Club, in writing, of
changes thereto.
f. Computer Software and Training. Motor Club shall
provide to Enterprises copies of all of the proprietary software
owned by Motor Club (other than the software to process the
Affiliated Memberships) for use in the operations of Enterprises.
However, Motor Club shall provide data to Enterprises as reasonably
required by Enterprises related to the Affiliated Memberships;
provided, however, no data other than that which is currently
being maintained by Motor Club shall be provided.
Motor Club has advised Enterprises of the hardware
requirements and the software requirements which Motor Club
believes Enterprises must satisfy in connection with the computer
services, which advice is reflected in written form on Exhibit "A"
Such advice is only the opinion of Motor Club and there is no
assurance that, if Enterprises follows such advice, Enterprises
will be able to use successfully the computer services.
If requested by Enterprises, Motor Club shall provide up
to 120 hours of its computer personnel time to provide assistance
to Enterprises in connection with such computer services. No more
than 80 of such 120 hours shall be provided at the office of
Enterprises in Oklahoma City, Oklahoma for a period mutually
scheduled by Enterprises and Motor Club. In addition such
personnel shall be available for telephone consultation as
reasonably requested by Enterprises. Enterprises shall reimburse
Motor Club for such personnel at a rate of $45.00 for any time in
excess of the referenced hours and shall pay all of the reasonable
expenses, including, without limitation, automobile rental, food,
lodging and travel, incurred by such personnel. It is expressly
acknowledged that some aspects of the computer services may be
beyond the knowledge of such personnel and Enterprises may need to
retain outside consultants with respect to those aspects.
The hardware and the software provided by Motor Club are
being provided on an "as-is" basis except for warranty of title
made below. MOTOR CLUB DISCLAIMS ALL REPRESENTATIONS AND ALL
WARRANTIES OF EVERY KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR
WARRANTY OF TITLE WITH RESPECT TO THE HARDWARE AND THE SOFTWARE
MADE HEREIN , INCLUDING, WITHOUT LIMITATION, ALL REPRESENTATIONS
AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND/OR
MERCHANTABILITY. MOTOR CLUB WARRANTS THAT IT HAS TITLE TO THE
HARDWARE AND SOFTWARE FREE AND CLEAR OF ANY LIENS, CLAIMS OR
ENCUMBRANCES.
Motor Club shall not have any liability of any kind
whatsoever to Enterprises with respect to the hardware and the
software except for warranty of title.
g. Garage Service. Motor Club shall use its best
efforts to maintain relationships which Motor Club and/or
Enterprises had prior to the Effective Date with garage keepers and
wrecker service companies in New Jersey for the benefit of
Enterprises; provided, however, the obligation of Motor Club to use
its best efforts shall not require Motor Club to make any cash
payments.
h. Mapping Services. Motor Club shall use its best
efforts to maintain the relationship which Motor Club and/or
Enterprises had prior to the Effective Date with the person or
entity providing Mapping Services; provided, however, the
obligation of Motor Club to use its best efforts shall not require
Motor Club to make any cash payments.
i. 1-800 Numbers. Motor Club shall use its best
efforts to maintain the 1-800 telephone numbers and services which
Motor Club and/or Enterprises had prior to the Effective Date;
provided, however, the obligation of Motor Club to use its best
efforts shall not require Motor Club to make any cash payments.
j. American Bankers. Motor Club shall use its best
efforts to maintain the relationships which Enterprises had with
American Bankers for bonding and insurance services prior to
Effective Date; provided, however, the obligation of Motor Club to
use its best efforts shall not require Motor Club to make any cash
payments.
k. Compliance with Procedures. In performing its
duties hereunder, Motor Club shall market Memberships only on the
forms expressly approved by Enterprises and only in accordance with
the terms and the conditions established by Enterprises, including,
without limitation, the rates promulgated by Enterprises. Except as
may be required for compliance with laws or regulations, at least
sixty (60) days prior to making any change in any such form or in
any such terms or any such conditions, Enterprises shall notify
Motor Club of any proposed change. Motor Club shall assist
Enterprises as reasonably requested by Enterprises in processing
Non- Affiliated and Stand- Alone Memberships.
3. Duties of Enterprises. Enterprises shall perform the
following actions in connection with the sale of Memberships:
a. Servicing of Memberships. Enterprises shall take
the actions necessary to service the Memberships other than the
actions which are expressly required by Section 2 to be taken by
Motor Club.
b. Advice and Assistance. Enterprises shall provide to
Motor Club sales promotional advice and assistance with respect to
Affiliated Memberships.
c. Regulatory Matters. Enterprises shall undertake any
and all filings of insurance contracts, surety bonds and guaranteed
arrest bonds, and certificates therefor, which, in Enterprises'
reasonable opinion, are necessary to perform any of the services
required to be provided to members and otherwise comply with all
applicable laws and regulations with respect to the Memberships.
d. Use of Name. The words "Motor Club of America" used
together in this sequence are a valuable asset of Motor Club,
which Motor Club has developed through the investment of
substantial expense and substantial time. Enterprises is
authorized to use the words "Motor Club of America" in its
corporate name forever and to forever use the current corporate
name, Motor Club of America Enterprises, Inc. While Enterprises
shall always have the right to its corporate name, Enterprises
intends to operate its business under a trade name which includes
the words "Motor Club", but which does not include the words "of
America." Other than use in its corporate name, Enterprises shall
not operate its business under the trade name or "d/b/a" which
includes the words used together in this sequence "Motor Club of
America" except (a) during a transition period expiring on one year
from the Effective Date or (b) in New Jersey to the extent that
such business is the business operated in the State of New Jersey
by Motor Club. It is agreed that, during the transition period,
Enterprises may continue to use forms which contain a servicemark
or a trademark with the words "Motor Club of America." This
subparagraph d of paragraph 3 shall survive termination of the
Agreement.
4. Compensation of Motor Club. As its exclusive
compensation hereunder and as consideration for the non-compete
provision herein, Motor Club shall receive (a) an amount equal to
twelve and one-half percent (12.5%) of the gross collected revenues
from all Affiliated Memberships ("Affiliated Membership
Compensation"), (b) an amount equal to Seven and one-half percent
(7.5%) of the gross collected revenues less returns of unearned
membership fees from all Non-Affiliated Memberships
("Non-Affiliated Membership Compensation") and (c) an amount equal
to Seven and one-half percent (7.5%) of the gross collected
revenues less returns of unearned membership fees revenues from all
Stand-Alone Memberships ("Stand-Alone Membership Compensation").
Motor Club shall deduct the Affiliated Membership Compensation
which Motor Club is entitled to receive with respect to each week
from the payment which Motor Club is required to make to
Enterprises pursuant to Section 2(d) with respect to such calendar
month.
Enterprises shall pay to Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
which Motor Club is entitled to receive with respect to each
calendar month no later than the 15th day of the following calendar
month based on collected revenue collected revenues less returns of
unearned membership fees. Simultaneously with such payment,
Enterprises shall provide to Motor Club a written statement which
sets forth the basis on which the Non-Affiliated Membership
Compensation and the Stand-Alone Membership Compensation was
calculated for such calendar month, which written statement shall
be in sufficient detail to permit Motor Club to verify the
calculation of the Non-Affiliated Membership Compensation and the
Stand-Alone Membership Compensation.
In order to verify the accuracy of payments from Enterprises
to Motor Club, Motor Club, at its own expense, shall have the right
to have an independent auditor audit such books and records of
Enterprises that relate to the Memberships. If any such audit
reveals a variance in excess of five percent (5%) of the amount
owed to Motor Club and the amount paid to Motor Club, Enterprises
shall reimburse Motor Club for the cost of such audit in addition
to remitting the amounts owed but previously unaccounted for.
Should Enterprises fail to pay Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
on a timely basis, after notice to Enterprises and a five (5) day
period for Enterprises to cure, Motor Club shall deduct from
subsequent payments which Motor Club is required to make to
Enterprises pursuant to Section 2(d) an amount equal to Motor
Club's best estimate of the amount which Enterprises failed to pay,
which amount shall be based upon an average of such compensation
for the previous three (3) months applied to the applicable period
that Motor Club was not paid on a timely basis, in addition to the
deduction of Affiliated Membership Compensation referred to above.
5. Compliance with Applicable Laws and Regulations. Motor
Club and Enterprises shall comply with (a) all applicable laws and
all applicable regulations in connection with the performance of
its duties hereunder, (b) its respective contractual obligations,
if any, to members of Enterprises and (c) generally accepted
standards in the motor club industry.
6. Covenant Not To Compete. Motor Club agrees for a period
of five (5) years from and after the Effective Date or the term of
this Agreement, whichever is longer, except as specifically
provided in this Agreement, that neither Motor Club, nor the
successors, assigns, subsidiaries or affiliates of Motor Club
whether directly or indirectly, as an owner, partner, agent,
shareholder, or otherwise, shall establish, engage in or in any
other way become interested in, nor directly or indirectly own,
manage, operate or control or participate in the ownership,
management, operation or control of, or be connected in any manner
with any entity whatsoever involved in the selling, marketing,
servicing or otherwise of motor club memberships or products in the
states in which Motor Club and/or Enterprises were operating prior
to the Effective Date. Further, all such entities during such
term, shall market motor club memberships exclusively for
Enterprises (to the extent that they market any of such
memberships). If any of the provisions of this section shall be
deemed to exceed any time, geographic or occupational limitations
permitted by applicable law, then the provisions of this section
shall be reformed to the maximum time, geographic or occupational
limitations permitted by applicable law. This paragraph shall
survive termination of this Agreement (other than a termination by
Motor Club based on a material breach by Enterprises).
7. Independent Contractor Relationship. This Agreement is
intended to create an independent contractor relationship and is
not intended to create any other type of relationship. Nothing
contained herein shall create any type of relationship other than
an independent contractor relationship.
8. Ownership of Records. Each of Motor Club and Enterprises
shall keep and maintain reasonably detailed records with respect to
its business hereunder and shall own all of the records kept and
maintained by it in connection with such business. Each of Motor
Club and Enterprises shall permit the other parties to have
reasonable access to the records kept and maintained by it and
relating to the Memberships during normal business hours upon
reasonable notice by the party which desires such access.
9. Periodic Meetings. Motor Club and Enterprises shall
cause their respective top level executives to meet every six
months to discuss all phases pertaining to the sale of Memberships
hereunder.
10. Producers. Motor Club may appoint producers hereunder
for the purpose of marketing Affiliated Memberships and Stand-Alone
Memberships in accordance with this Agreement. 11. Additional
Membership Generation. Motor Club may, at any time and from time
to time, present to Enterprises opportunities for the generation of
additional Memberships in Enterprises. To the extent that Motor
Club presents any such opportunity to Enterprises and Enterprises
decides to pursue such opportunity, Motor Club and Enterprises
shall execute an addendum to this Agreement which sets the terms
and conditions of any payment by Enterprise to Motor Club related
to such opportunity.
12. Term. This Agreement shall commence on the the
Effective Date and shall continue until terminated as provided
herein.
13. Termination. Motor Club may terminate this Agreement
upon any material breach of this Agreement by Enterprises and
Enterprises may terminate this Agreement upon any material breach
by Motor Club in each case as provided in this Section 13.
The party entitled to terminate this Agreement ("Terminating
Party") shall notify the other party of the material breach which
entitles such party to terminate this Agreement, describing the
material breach in reasonable detail. Unless the breaching party
cures such material breach within thirty (30) days after such
notice is given and received, the Terminating Party may terminate
this Agreement effective as of a date not less than thirty (30)
days after such notice of termination is given and received.
Either Enterprises or Motor Club may terminate this Agreement,
regardless of whether there has been a material breach by the other
party, at any time after the expiration of ten (10) years from the
Effective Date. Such termination shall be effective as of a date
not less than one hundred and twenty (120) days after the
terminating party gives written notice of such termination to the
other party.
14. Effect of Termination. The termination of this Agreement
pursuant to Section 13 shall not affect the rights and the duties
of the parties with respect to the period prior to the effective
date of such termination. In particular, and without limiting the
generality of the foregoing sentence, Motor Club shall make all of
the payments which Motor Club is required to make to Enterprises
with respect to the period prior to such effective date and
Enterprises shall pay the compensation to Motor Club all of the
compensation which Enterprises is required to pay Motor Club with
respect to the period prior to such effective date.
15. Indemnification. Motor Club shall indemnify and hold
harmless Enterprises from any cost, damage, expense, liability or
loss (including, without limitation, reasonable attorneys' fees and
expenses) which it may incur or sustain directly or indirectly due
to, or arising out of, any violation by Motor Club of this
Agreement.
Enterprises shall indemnify and hold harmless Motor Club from
any cost, damage, expense, liability or loss (including, without
limitation, reasonable attorneys' fees and expenses) which it may
incur or sustain directly or indirectly due to, or arising out of,
any violation by Enterprises of this Agreement. The provisions of
this paragraph shall survive termination of this Agreement.
16. Arbitration. The parties shall attempt to resolve all
disagreements and disputes which may arise hereunder by mutual
discussion. If a party determines that a disagreement or a dispute
cannot be resolved by mutual discussion, as a condition precedent
to any right of action hereunder, the party shall so notify the
other party and such disagreement or such dispute shall be
submitted to arbitration, one arbitrator to be chosen by Motor Club
and one arbitrator to be chosen Enterprises within fifteen (15)
days from the date notice of such determination is given and
received. If either of such arbitrators are not chosen within such
15 day period, upon request of Motor Club or Enterprises,
arbitrators shall be selected by a judge . The two arbitrators so
designated shall first select a competent disinterested third
arbitrator, and failing within 15 days from the date of the
appointment of the second arbitrator to agree on such third
arbitrator, upon request of Motor Club or Enterprises, the third
arbitrator shall be selected by a judge . The determination of any
two arbitrators shall be final and binding upon both parties. Such
determination shall be made within forty-five (45) days from the
appointment of the third arbitrator unless, for good cause stated
by the arbitrators, a decision cannot be rendered in such time
frame, in which event a decision shall be rendered as expediently
as possible. Each party shall bear the expense of its own
arbitrator and shall jointly and equally bear with the other,
expenses of the third arbitrator and the arbitration. Provided,
however, notwithstanding the foregoing, the party prevailing shall
be entitled, in addition to such other relief as maybe granted, to
a reasonable sum for its attorneys fees, costs and all expenses
related thereto. Discovery depositions shall not be taken in the
arbitration proceedings.
17. Assignment. Neither Motor Club nor Enterprises may
assign this Agreement without the prior written consent of the
other parties. Any assignment in violation of this Agreement shall
be null and void.
18. Binding Effect. This Agreement shall be binding upon,
and inure to the benefit of, each of Motor Club and Enterprises and
their respective successors and assigns (to the extent such
assignment is made in accordance with this Agreement).
19. Communications. All notices and other communications
permitted or required hereunder shall be in writing and shall be
deemed given and received (a) upon personal delivery to the person
to which such notice or other communication is addressed, (b) three
days after such notice or other communication is deposited in the
United States mail, postage prepaid, to the person to which such
notice or such communication is addressed at the address set forth
below.
20. Force Majeure. Neither Enterprises nor Motor Club shall
be liable for its delay in performing or its failure to perform its
obligations due to causes beyond its control.
21. Severability. Each provision of this Agreement is
intended to be severable and, to the extent that any provision is
determined by a court of competent jurisdiction to be invalid or
unenforceable for any reason, (a) such invalidity or such
unenforceability shall not affect the validity or the
enforceability of any other provision and (b) the provision which
would otherwise be invalid or unenforceable shall be deemed amended
to apply to the broadest extent that such provision would be valid
and enforceable under applicable law.
IN WITNESS WHEREOF, Motor Club and Enterprises have caused
this Agreement to be executed by their duly authorized officers and
their corporate seals affixed the day and year first above
mentioned.
Attest: Motor Club of America
____________________________ By:
____________________________________
Secretary Stephen A. Gilbert,
President
STATE OF __________ )
) ss.
COUNTY OF _________ )
Subscribed and sworn to before me this day of
, 19 .
My Commission Expires:
___________________________________
____________________ Notary Public
(Seal)
<PAGE>
Attest: Motor Club of America
Enterprises, Inc.
_________________________ By:
____________________________________
Secretary Virgil Coffee, President
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Subscribed and sworn to before me this ________day of
____________________, 19______.
My Commission Expires:
____________________________________
____________________ Notary Public
(Seal)
Schedule 7.1.9
Seller will deliver to Purchaser the following items pursuant to the timetable
enumerated below:
a) No later than January 1, 1997, Seller will deliver to Purchaser all
financial records of Enterprises from January 1, 1986 through
November, 30, 1996, including but not limited to general ledgers, trial
balances, bank and investments statements, work papers, audited financial
statements, etc. which Purchaser requires to conduct Enterprises' business;
provided, however, Seller shall be entitled to retain such copies
of the foregoing as are reasonably necessary for tax and other obligations
of Seller.
b) No later than January 1, 1997, Seller will deliver to Purchaser all
federal, state and local tax returns which Enterprises (or the consolidated
group of which it is a member) has filed which Purchaser requires to conduct
Enterprises business. Provided, however, Seller shall be entitled to retain
such copies of the foregoing as are reasonably required for tax filings and
other obligations of Seller.
c) No later than January 1, 1997, Seller will deliver to Purchaser all
licenses currently maintained by Enterprises, including all supporting
correspondence files.
d) At the Effective Date, Seller will deliver to Purchaser Enterprises'
Articles of Incorporation, By-Laws and Corporate Minute books, Corporate Seal
and Stock Books.
e) No later than January 1, 1997, Seller will deliver to Purchaser all
contracts and insurance policies maintained by Enterprises as of
November 30, 1996 (to the extent, if any, not previously delivered),
including but not limited to those contracts pertaining to producers,
garage service, mapping services, 800 numbers and bonding services. Seller
will retain copies of those producer contracts required to process
Affiliated Memberships as defined and required in that certain Agreement
attached hereto as Schedule 7.1.7. Nothwithstanding anything else contained
herein, it is recognized that certain contracts with producers relate
principally to the insurance business of Seller, rather than Memberships;
Seller shall be permitted to retain the originals of such contracts and
shall only be required to provide copies of those contracts.
f) No later than February 1, 1997, Seller will deliver to Purchaser
the proprietary software and supporting documentation in connection with the
production of membership information, payment of membership benefits and
maintenance of its membership listings. Delivery of this software implicitly
acknowledges that both Motor Club and Enterprises are in compliance with the
requirements of paragraph 2(f) of that certain Agreement attached hereto as
Schedule 7.1.7.
g) No later than February 1, 1997, Seller will deliver to Purchaser
membership applications, cancellation notices and other supporting
documentation for Stand Alone Memberships and Non-Affiliated Memberships, as
defined in paragraph 1 of that certain Agreement attached thereto as
Schedule 7.1.7.
h) No later than February 1, 1997, Seller will deliver to Purchaser
membership benefit files and other supporting documentation for Memberships, as
defined in paragraph 1 of that certain Agreement attached thereto as
Schedule 7.1.7.
i) No later than February 1, 1997, Seller will transfer to Purchaser
existing "800" telephone numbers and systems that Purchaser requires to
conduct Enterprises business.
j) During the period December 1, 1996 to the dates and tasks
specified in a) through i) above, Seller will operate certain of Enterprises'
business except as specified in k) below with the consent of Purchaser,
including but not limited to, processing of membership applications,
payment of membership benefits, appointment of producers, collection of
membership fees, payment of producer commissions, etc.
k) Effective December 1, 1996, Purchaser will be responsible for doing
all things necessary to maintain of Enterprises' licenses, its corporate records
and filings, including but not limited to the preparation and filing of all
necessary tax returns and audited financial statements. Upon request, Seller
will provide Purchaser with records of operations it is maintaining in
sufficient detail so as to enable Purchaser to complete such information.
In addition, Purchaser will be responsible for the establishment and maintenance
of all bank accounts for Enterprises effective December 1, 1996. Purchaser must
provide Seller with appropriate delivery instructions as soon as practical to
enable Seller to remit funds collected.
l) During the period December 1, 1996, to January 31, 1997, Seller will
process Stand Alone Memberships and Non Affiliated Memberships, as defined
in that certain Agreement attached hereto as Schedule 7.1.7 in a manner
consistent with that of Affiliated Memberships as defined in that certain
Agreement attached hereto as Schedule 7.1.7, as specified in paragraph 2 of
that Agreement.
m) From the Effective Date through January 31, 1997, Seller will process
and pay all membership benefit payments for Memberships, as defined in that
certain Agreement attached thereto as Schedule 7.1.7. Seller will net benefit
payments made against the remittance of other funds due Enterprises
pursuant to l)above. Should the sum of funds subject to these paragraphs
result in an amount due the Seller, Purchaser will remit such funds
to Seller within 3 business days in immediately available funds. Seller
will provide Purchaser with all necessary detail supporting such payment and
subsequent deduction from funds otherwise due Purchaser.
n) In exchange for the services described in j), l) and m) above,
Purchaser shall pay Seller an amount of $10,000.00 per month for a maximum
of $20,000.00. Seller will deduct amounts due under this paragraph
from amounts due to or from Purchaser in paragraphs 1) and m) above.
Certificate
Motor Club of America, a New Jersey corporation ("Seller"), does hereby certify
to JVL Holding Properties, Inc., an Oklahoma corporation ("Purchaser"), as
follows:
(1) Seller has performed all obligations required by that certain Stock
Purchase Agreement dated November 27, 1996 ("Stock Purchase Agreement"),
by and between Seller and Purchaser to be performed by Seller prior to the
Closing (as defined in the Stock Purchase Agreement).
(2) Each of the representation and the warranties of Seller contained in the
Stock Purchase Agreement is true and correct, in all material respects, on
the Closing Date (as defined in the Stock Purchase Agreement).
(3) From the date of the Stock Purchase Agreement through the Closing, the
Company (as defined in the Stock Purchase Agreement) has conducted
its business in the manner required by Section 6.1 of the Stock Purchase
Agreement.
(4) There is no pending or, to the knowledge of Seller, threatened lawsuit,
claim, action, proceeding or investigation against Seller or the Company
that relates to the Stock Purchase Agreement or the transactions
therein contemplated.
(5) There has been no material change in the business, assets or financial
condition of the Company or, to the knowledge of Seller, in the Company's
relationship with the Company's employees other than the employee
terminations provided for in Section 4.23, suppliers and other with
whom or which the Company has business relations.
IN WITNESS WHEREOF, Seller has hereunto set its hand this 2nd day of
December 1996.
MOTOR CLUB OF AMERICA
By: Stephen A. Gilbert,
President
ASSIGNMENT
This Assignment is made and entered into this 30th day of
November, 1996, between Motor Club of America, a New Jersey
Corporation ("Motor Club") with its principal place of business at
95 Route 17 South, Paramus, New Jersey 07653, and Motor Club of
America Enterprises, Inc., a Delaware corporation ("Enterprises")
with its principal place of business at 95 Route 17 South, Paramus,
New Jersey 07653.
WHEREAS, Motor Club desires to assign to Enterprises and
Enterprises desires to take assignment of certain contracts
relating to the business of Enterprises.
NOW THEREFORE, in consideration of the mutual promises and
undertakings contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, Motor Club and Enterprises agree as follows:
1. Motor Club hereby assigns and transfers to Enterprises and
Enterprises accepts all rights and duties of Motor Club under the
following contracts: (1) agreement between Motor Club and Spatial
Data Sciences, Inc. ("SDS") effective January 22, 1996, (2)
agreement between Motor Club and Auto Help Line effective April 3,
1984 and (3) November 22, 1994 letter agreement between Motor Club
and Robin Travel.
2. Motor Club shall, upon request of Enterprises, execute and
deliver such instruments and documents and do such further acts and
things as are requested by Enterprises to perfect and evidence the
Assignment set forth above.
3. This Assignment shall be effective with respect to all of
the contracts (other than the contract with SDS) on its execution
and delivery. This Assignment shall be effective with respect to
the contract with SDS only on the receipt of the written consent of
SDS to this Assignment.
IN WITNESS WHEREOF, Motor Club and Enterprises have caused
this Assignment to be executed by their duly authorized officers
and their corporate seal affixed the day and year first above
mentioned.
ATTEST: MOTOR CLUB OF AMERICA
_____________________ ______________________________
Secretary Stephen A. Gilbert, President
ATTEST: MOTOR CLUB OF AMERICA
ENTERPRISES, INC.
_______________________ ______________________________
Stephen A. Gilbert, President
AGREEMENT
This Agreement ("Agreement") is made and entered into this 2nd
day of December, 1996 and effective December 1, 1996 ( the
"Effective Date"), by and among (a) Motor Club of America, a New
Jersey corporation ("Motor Club"), with its principal place of
business at 95 Route 17 South, Paramus, New Jersey 07653, and (b)
Motor Club of America Enterprises, Inc., a Delaware corporation
("Enterprises"), with its principal place of business at 3200 West
Wilshire Blvd., Oklahoma City, Oklahoma 73116.
W I T N E S S E T H :
WHEREAS, Motor Club and JVL Holding Properties, Inc., an
Oklahoma corporation (herein "JVL"), have, executed and delivered
that certain Stock Purchase Agreement dated November 27, 1996
("Stock Purchase Agreement"), under which JVL agreed to acquire all
of the issued and outstanding shares of Common Stock, par value
$1.00 per share, of Enterprises; and
WHEREAS, the Stock Purchase Agreement provides that Motor Club
and Enterprises will, simultaneously with the Closing thereunder,
execute and deliver this Agreement.
NOW THEREFORE, in consideration of the mutual promises and
undertakings contained herein and for other good and valuable
consideration, the receipt and the adequacy of which are hereby
acknowledged, Motor Club and Enterprises agree as follows:
1. Definitions.
"Affiliate": Shall mean any entity controlled by Motor
Club.
"Memberships": Affiliated Memberships, Non-Affiliated
Memberships and Stand- Alone Memberships are referred to herein
collectively as "Memberships".
"Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by an Affiliate of Motor Club.
"Non-Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by a non-affiliate of Motor Club.
"Originated by Motor Club or an Affiliate of Motor Club":
Shall mean obtained from and after the Effective Date hereof
primarily as a result of the efforts of Motor Club or an Affiliate
of Motor Club, including, without limitation, any producer
appointed by Motor Club hereunder. A Membership shall be deemed
obtained "primarily as a result of the efforts of Motor Club or an
Affiliate of Motor Club" if (a) the Membership existed on the
execution and the delivery of this Agreement, (b) the application
for such Membership was produced after the execution and the
delivery of this Agreement by Motor Club, an Affiliate of Motor
Club or a Motor Club appointed producer unless, immediately prior
thereto, it had been a membership of Enterprises, or (c) if the
Membership is a renewal of an active Membership covered by (a) or
(b).
"Stand-Alone Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
an Affiliate of Motor Club without an automobile insurance policy.
2. Duties of Motor Club. Motor Club shall perform the
following duties in connection with Memberships:
a. Marketing of Memberships. Motor Club may market the
Affiliated Memberships in New Jersey and such other jurisdictions
as Motor Club or an Affiliate markets automobile insurance policies
and may market Non-Affiliated Memberships and Stand-Alone
Memberships unless such marketing can not be conducted in any
jurisdiction under applicable laws and/or applicable regulations;
provided, however, nothing contained in this Section 2(a) shall be
deemed to authorize Motor Club to market a membership of any other
motor club in violation of Section 6. Motor Club shall conduct
such marketing in accordance with applicable laws and applicable
regulations and otherwise in good faith.
b. Processing of Affiliated Memberships. Motor Club
shall (i) process all applications for Affiliated Memberships; (ii)
provide to persons holding Affiliated Memberships (A) membership
cards which reflect their membership with Enterprises and (B) other
membership information of the type provided by Enterprises to new
members immediately prior to the closing of the transactions
contemplated by the Stock Purchase Agreement; (iii) provide
Enterprises on a daily basis in electronic form with data regarding
new, renewed and expired business to the extent such data is
available on Motor Club's information system; (iv) as soon as
practical forward to Enterprises any reports of claims from members
with Affiliated Memberships which happen to be made to Motor Club;
and (v) simultaneously with each payment by Motor Club to
Enterprises pursuant to Section 2(c), provide to Enterprises
written statements with respect to (A) the collected fees and the
reductions thereto and (B) written fees, which written statements
shall be in sufficient detail to permit Enterprises to verify the
amount of the payment.
c. Collection of Fees on Affiliated Memberships. Motor
Club shall collect from persons which hold Affiliated Memberships
all of the fees payable by such persons with respect to their
Affiliated Memberships. It is acknowledged that monies received
from Affiliated Memberships shall be pro rated between Membership
fees and insurance premiums based on collected revenues and based
on the relative amounts of such Membership fees and such insurance
premiums; provided, however, subject to Section 2(d), Motor Club
shall charge for memberships no less than the fees charged by
Enterprises for comparable Memberships.
d. Remittance of Fees on Affiliated Memberships. Motor
Club shall pay to Enterprises the fees collected by Motor Club
(subject to reduction as provided in this Section 2(d)), with
respect to each week no later than the Wednesday of the subsequent
week. Motor Club may reduce the fees payable with respect to any
week by (i) the commissions required to be paid and as actually
paid to producers who generated Affiliated Memberships, which
commissions shall not exceed an average of thirty seven percent
(37%) of the fees paid for Affiliated Memberships on agreements
with producers existing as of the Effective Date and which
commissions shall not exceed thirty percent (30%) of the fees paid
for Affiliated Memberships on agreements with producers entered
into after the Effective Date and without prior written consent of
Enterprises (which commissions Motor Club is specifically
authorized to pay from such fees) and (ii) the compensation payable
by Enterprises to Motor Club pursuant to Section 4. It is
acknowledged that Enterprises has no obligation to pay commissions
to producers on Non-Affiliated Memberships. With regard to Stand
Alone Memberships, except to the extent that Enterprises has a
contractual obligation to pay such commission, Enterprises has no
obligation to pay such commissions.
Motor Club shall have no other duties with respect to
Affiliated Memberships and shall not have any duties with respect
to Non-Affiliated Memberships or Stand-Alone Memberships.
e. Forms. Motor Club shall provide all administrative
and promotional forms necessary for Motor Club to perform its
duties in connection with the Affiliated Memberships, including,
without limitation, Membership Service Contracts, fulfillment kits,
and brochures; provided, however, Motor Club shall only use forms
approved in advance by Enterprises and the forms used by
Enterprises immediately prior to the execution and the delivery of
this Agreement shall be deemed to have been approved by Enterprises
until such time as Enterprises advises Motor Club, in writing, of
changes thereto.
f. Computer Software and Training. Motor Club shall
provide to Enterprises copies of all of the proprietary software
owned by Motor Club (other than the software to process the
Affiliated Memberships) for use in the operations of Enterprises.
However, Motor Club shall provide data to Enterprises as reasonably
required by Enterprises related to the Affiliated Memberships;
provided, however, no data other than that which is currently
being maintained by Motor Club shall be provided.
Motor Club has advised Enterprises of the hardware
requirements and the software requirements which Motor Club
believes Enterprises must satisfy in connection with the computer
services, which advice is reflected in written form on Exhibit "A"
Such advice is only the opinion of Motor Club and there is no
assurance that, if Enterprises follows such advice, Enterprises
will be able to use successfully the computer services.
If requested by Enterprises, Motor Club shall provide up
to 120 hours of its computer personnel time to provide assistance
to Enterprises in connection with such computer services. No more
than 80 of such 120 hours shall be provided at the office of
Enterprises in Oklahoma City, Oklahoma for a period mutually
scheduled by Enterprises and Motor Club. In addition such
personnel shall be available for telephone consultation as
reasonably requested by Enterprises. Enterprises shall reimburse
Motor Club for such personnel at a rate of $45.00 for any time in
excess of the referenced hours and shall pay all of the reasonable
expenses, including, without limitation, automobile rental, food,
lodging and travel, incurred by such personnel. It is expressly
acknowledged that some aspects of the computer services may be
beyond the knowledge of such personnel and Enterprises may need to
retain outside consultants with respect to those aspects.
The hardware and the software provided by Motor Club are
being provided on an "as-is" basis except for warranty of title
made below. MOTOR CLUB DISCLAIMS ALL REPRESENTATIONS AND ALL
WARRANTIES OF EVERY KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR
WARRANTY OF TITLE WITH RESPECT TO THE HARDWARE AND THE SOFTWARE
MADE HEREIN , INCLUDING, WITHOUT LIMITATION, ALL REPRESENTATIONS
AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND/OR
MERCHANTABILITY. MOTOR CLUB WARRANTS THAT IT HAS TITLE TO THE
HARDWARE AND SOFTWARE FREE AND CLEAR OF ANY LIENS, CLAIMS OR
ENCUMBRANCES.
Motor Club shall not have any liability of any kind
whatsoever to Enterprises with respect to the hardware and the
software except for warranty of title.
g. Garage Service. Motor Club shall use its best
efforts to maintain relationships which Motor Club and/or
Enterprises had prior to the Effective Date with garage keepers and
wrecker service companies in New Jersey for the benefit of
Enterprises; provided, however, the obligation of Motor Club to use
its best efforts shall not require Motor Club to make any cash
payments.
h. Mapping Services. Motor Club shall use its best
efforts to maintain the relationship which Motor Club and/or
Enterprises had prior to the Effective Date with the person or
entity providing Mapping Services; provided, however, the
obligation of Motor Club to use its best efforts shall not require
Motor Club to make any cash payments.
i. 1-800 Numbers. Motor Club shall use its best
efforts to maintain the 1-800 telephone numbers and services which
Motor Club and/or Enterprises had prior to the Effective Date;
provided, however, the obligation of Motor Club to use its best
efforts shall not require Motor Club to make any cash payments.
j. American Bankers. Motor Club shall use its best
efforts to maintain the relationships which Enterprises had with
American Bankers for bonding and insurance services prior to
Effective Date; provided, however, the obligation of Motor Club to
use its best efforts shall not require Motor Club to make any cash
payments.
k. Compliance with Procedures. In performing its
duties hereunder, Motor Club shall market Memberships only on the
forms expressly approved by Enterprises and only in accordance with
the terms and the conditions established by Enterprises, including,
without limitation, the rates promulgated by Enterprises. Except as
may be required for compliance with laws or regulations, at least
sixty (60) days prior to making any change in any such form or in
any such terms or any such conditions, Enterprises shall notify
Motor Club of any proposed change. Motor Club shall assist
Enterprises as reasonably requested by Enterprises in processing
Non- Affiliated and Stand- Alone Memberships.
3. Duties of Enterprises. Enterprises shall perform the
following actions in connection with the sale of Memberships:
a. Servicing of Memberships. Enterprises shall take
the actions necessary to service the Memberships other than the
actions which are expressly required by Section 2 to be taken by
Motor Club.
b. Advice and Assistance. Enterprises shall provide to
Motor Club sales promotional advice and assistance with respect to
Affiliated Memberships.
c. Regulatory Matters. Enterprises shall undertake any
and all filings of insurance contracts, surety bonds and guaranteed
arrest bonds, and certificates therefor, which, in Enterprises'
reasonable opinion, are necessary to perform any of the services
required to be provided to members and otherwise comply with all
applicable laws and regulations with respect to the Memberships.
d. Use of Name. The words "Motor Club of America" used
together in this sequence are a valuable asset of Motor Club,
which Motor Club has developed through the investment of
substantial expense and substantial time. Enterprises is
authorized to use the words "Motor Club of America" in its
corporate name forever and to forever use the current corporate
name, Motor Club of America Enterprises, Inc. While Enterprises
shall always have the right to its corporate name, Enterprises
intends to operate its business under a trade name which includes
the words "Motor Club", but which does not include the words "of
America." Other than use in its corporate name, Enterprises shall
not operate its business under the trade name or "d/b/a" which
includes the words used together in this sequence "Motor Club of
America" except (a) during a transition period expiring on one year
from the Effective Date or (b) in New Jersey to the extent that
such business is the business operated in the State of New Jersey
by Motor Club. It is agreed that, during the transition period,
Enterprises may continue to use forms which contain a servicemark
or a trademark with the words "Motor Club of America." This
subparagraph d of paragraph 3 shall survive termination of the
Agreement.
4. Compensation of Motor Club. As its exclusive
compensation hereunder and as consideration for the non-compete
provision herein, Motor Club shall receive (a) an amount equal to
twelve and one-half percent (12.5%) of the gross collected revenues
from all Affiliated Memberships ("Affiliated Membership
Compensation"), (b) an amount equal to Seven and one-half percent
(7.5%) of the gross collected revenues less returns of unearned
membership fees from all Non-Affiliated Memberships
("Non-Affiliated Membership Compensation") and (c) an amount equal
to Seven and one-half percent (7.5%) of the gross collected
revenues less returns of unearned membership fees revenues from all
Stand-Alone Memberships ("Stand-Alone Membership Compensation").
Motor Club shall deduct the Affiliated Membership Compensation
which Motor Club is entitled to receive with respect to each week
from the payment which Motor Club is required to make to
Enterprises pursuant to Section 2(d) with respect to such calendar
month.
Enterprises shall pay to Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
which Motor Club is entitled to receive with respect to each
calendar month no later than the 15th day of the following calendar
month based on collected revenue collected revenues less returns of
unearned membership fees. Simultaneously with such payment,
Enterprises shall provide to Motor Club a written statement which
sets forth the basis on which the Non-Affiliated Membership
Compensation and the Stand-Alone Membership Compensation was
calculated for such calendar month, which written statement shall
be in sufficient detail to permit Motor Club to verify the
calculation of the Non-Affiliated Membership Compensation and the
Stand-Alone Membership Compensation.
In order to verify the accuracy of payments from Enterprises
to Motor Club, Motor Club, at its own expense, shall have the right
to have an independent auditor audit such books and records of
Enterprises that relate to the Memberships. If any such audit
reveals a variance in excess of five percent (5%) of the amount
owed to Motor Club and the amount paid to Motor Club, Enterprises
shall reimburse Motor Club for the cost of such audit in addition
to remitting the amounts owed but previously unaccounted for.
Should Enterprises fail to pay Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
on a timely basis, after notice to Enterprises and a five (5) day
period for Enterprises to cure, Motor Club shall deduct from
subsequent payments which Motor Club is required to make to
Enterprises pursuant to Section 2(d) an amount equal to Motor
Club's best estimate of the amount which Enterprises failed to pay,
which amount shall be based upon an average of such compensation
for the previous three (3) months applied to the applicable period
that Motor Club was not paid on a timely basis, in addition to the
deduction of Affiliated Membership Compensation referred to above.
5. Compliance with Applicable Laws and Regulations. Motor
Club and Enterprises shall comply with (a) all applicable laws and
all applicable regulations in connection with the performance of
its duties hereunder, (b) its respective contractual obligations,
if any, to members of Enterprises and (c) generally accepted
standards in the motor club industry.
6. Covenant Not To Compete. Motor Club agrees for a period
of five (5) years from and after the Effective Date or the term of
this Agreement, whichever is longer, except as specifically
provided in this Agreement, that neither Motor Club, nor the
successors, assigns, subsidiaries or affiliates of Motor Club
whether directly or indirectly, as an owner, partner, agent,
shareholder, or otherwise, shall establish, engage in or in any
other way become interested in, nor directly or indirectly own,
manage, operate or control or participate in the ownership,
management, operation or control of, or be connected in any manner
with any entity whatsoever involved in the selling, marketing,
servicing or otherwise of motor club memberships or products in the
states in which Motor Club and/or Enterprises were operating prior
to the Effective Date. Further, all such entities during such
term, shall market motor club memberships exclusively for
Enterprises (to the extent that they market any of such
memberships). If any of the provisions of this section shall be
deemed to exceed any time, geographic or occupational limitations
permitted by applicable law, then the provisions of this section
shall be reformed to the maximum time, geographic or occupational
limitations permitted by applicable law. This paragraph shall
survive termination of this Agreement (other than a termination by
Motor Club based on a material breach by Enterprises).
7. Independent Contractor Relationship. This Agreement is
intended to create an independent contractor relationship and is
not intended to create any other type of relationship. Nothing
contained herein shall create any type of relationship other than
an independent contractor relationship.
8. Ownership of Records. Each of Motor Club and Enterprises
shall keep and maintain reasonably detailed records with respect to
its business hereunder and shall own all of the records kept and
maintained by it in connection with such business. Each of Motor
Club and Enterprises shall permit the other parties to have
reasonable access to the records kept and maintained by it and
relating to the Memberships during normal business hours upon
reasonable notice by the party which desires such access.
9. Periodic Meetings. Motor Club and Enterprises shall
cause their respective top level executives to meet every six
months to discuss all phases pertaining to the sale of Memberships
hereunder.
10. Producers. Motor Club may appoint producers hereunder
for the purpose of marketing Affiliated Memberships and Stand-Alone
Memberships in accordance with this Agreement. 11. Additional
Membership Generation. Motor Club may, at any time and from time
to time, present to Enterprises opportunities for the generation of
additional Memberships in Enterprises. To the extent that Motor
Club presents any such opportunity to Enterprises and Enterprises
decides to pursue such opportunity, Motor Club and Enterprises
shall execute an addendum to this Agreement which sets the terms
and conditions of any payment by Enterprise to Motor Club related
to such opportunity.
12. Term. This Agreement shall commence on the the
Effective Date and shall continue until terminated as provided
herein.
13. Termination. Motor Club may terminate this Agreement
upon any material breach of this Agreement by Enterprises and
Enterprises may terminate this Agreement upon any material breach
by Motor Club in each case as provided in this Section 13.
The party entitled to terminate this Agreement ("Terminating
Party") shall notify the other party of the material breach which
entitles such party to terminate this Agreement, describing the
material breach in reasonable detail. Unless the breaching party
cures such material breach within thirty (30) days after such
notice is given and received, the Terminating Party may terminate
this Agreement effective as of a date not less than thirty (30)
days after such notice of termination is given and received.
Either Enterprises or Motor Club may terminate this Agreement,
regardless of whether there has been a material breach by the other
party, at any time after the expiration of ten (10) years from the
Effective Date. Such termination shall be effective as of a date
not less than one hundred and twenty (120) days after the
terminating party gives written notice of such termination to the
other party.
14. Effect of Termination. The termination of this Agreement
pursuant to Section 13 shall not affect the rights and the duties
of the parties with respect to the period prior to the effective
date of such termination. In particular, and without limiting the
generality of the foregoing sentence, Motor Club shall make all of
the payments which Motor Club is required to make to Enterprises
with respect to the period prior to such effective date and
Enterprises shall pay the compensation to Motor Club all of the
compensation which Enterprises is required to pay Motor Club with
respect to the period prior to such effective date.
15. Indemnification. Motor Club shall indemnify and hold
harmless Enterprises from any cost, damage, expense, liability or
loss (including, without limitation, reasonable attorneys' fees and
expenses) which it may incur or sustain directly or indirectly due
to, or arising out of, any violation by Motor Club of this
Agreement.
Enterprises shall indemnify and hold harmless Motor Club from
any cost, damage, expense, liability or loss (including, without
limitation, reasonable attorneys' fees and expenses) which it may
incur or sustain directly or indirectly due to, or arising out of,
any violation by Enterprises of this Agreement. The provisions of
this paragraph shall survive termination of this Agreement.
16. Arbitration. The parties shall attempt to resolve all
disagreements and disputes which may arise hereunder by mutual
discussion. If a party determines that a disagreement or a dispute
cannot be resolved by mutual discussion, as a condition precedent
to any right of action hereunder, the party shall so notify the
other party and such disagreement or such dispute shall be
submitted to arbitration, one arbitrator to be chosen by Motor Club
and one arbitrator to be chosen Enterprises within fifteen (15)
days from the date notice of such determination is given and
received. If either of such arbitrators are not chosen within such
15 day period, upon request of Motor Club or Enterprises,
arbitrators shall be selected by a judge . The two arbitrators so
designated shall first select a competent disinterested third
arbitrator, and failing within 15 days from the date of the
appointment of the second arbitrator to agree on such third
arbitrator, upon request of Motor Club or Enterprises, the third
arbitrator shall be selected by a judge . The determination of any
two arbitrators shall be final and binding upon both parties. Such
determination shall be made within forty-five (45) days from the
appointment of the third arbitrator unless, for good cause stated
by the arbitrators, a decision cannot be rendered in such time
frame, in which event a decision shall be rendered as expediently
as possible. Each party shall bear the expense of its own
arbitrator and shall jointly and equally bear with the other,
expenses of the third arbitrator and the arbitration. Provided,
however, notwithstanding the foregoing, the party prevailing shall
be entitled, in addition to such other relief as maybe granted, to
a reasonable sum for its attorneys fees, costs and all expenses
related thereto. Discovery depositions shall not be taken in the
arbitration proceedings.
17. Assignment. Neither Motor Club nor Enterprises may
assign this Agreement without the prior written consent of the
other parties. Any assignment in violation of this Agreement shall
be null and void.
18. Binding Effect. This Agreement shall be binding upon,
and inure to the benefit of, each of Motor Club and Enterprises and
their respective successors and assigns (to the extent such
assignment is made in accordance with this Agreement).
19. Communications. All notices and other communications
permitted or required hereunder shall be in writing and shall be
deemed given and received (a) upon personal delivery to the person
to which such notice or other communication is addressed, (b) three
days after such notice or other communication is deposited in the
United States mail, postage prepaid, to the person to which such
notice or such communication is addressed at the address set forth
below.
20. Force Majeure. Neither Enterprises nor Motor Club shall
be liable for its delay in performing or its failure to perform its
obligations due to causes beyond its control.
21. Severability. Each provision of this Agreement is
intended to be severable and, to the extent that any provision is
determined by a court of competent jurisdiction to be invalid or
unenforceable for any reason, (a) such invalidity or such
unenforceability shall not affect the validity or the
enforceability of any other provision and (b) the provision which
would otherwise be invalid or unenforceable shall be deemed amended
to apply to the broadest extent that such provision would be valid
and enforceable under applicable law.
IN WITNESS WHEREOF, Motor Club and Enterprises have caused
this Agreement to be executed by their duly authorized officers and
their corporate seals affixed the day and year first above
mentioned.
Attest: Motor Club of America
____________________________ By:
____________________________________
Secretary Stephen A. Gilbert,
President
STATE OF __________ )
) ss.
COUNTY OF _________ )
Subscribed and sworn to before me this day of
, 19 .
My Commission Expires:
___________________________________
____________________ Notary Public
(Seal)
<PAGE>
Attest: Motor Club of America
Enterprises, Inc.
_________________________ By:
____________________________________
Secretary Virgil Coffee, President
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Subscribed and sworn to before me this ________day of
____________________, 19______.
My Commission Expires:
____________________________________
____________________ Notary Public
(Seal)
<PAGE>
Exhibit A
Enterprises Hardware and Personnel requirements:
(1) IBM AS/400 computer with at least 2-3 Gigabytes of on-line
DASD;
(2) the person(s) maintaining the systems should have experience
with AS/400 COBOL Screen Display;
(3) the person(s) maintaining the systems should also be familiar
with CICS COBOL programming; and
(4) Xerox Laser Printer.
Services which may be provided by Motor Club to Enterprises:
In Paramus (not to exceed 40 hours):
(1) reprogramming as necessary the change of address;
(2) development of electronic interface. It is acknowledged that
the system software being sold hereunder processes Stand-Alone
Memberships and Non-Affiliated Memberships only and cannot update
the data files of Stand-Alone Memberships with the data pertaining
to Affiliated Memberships, which data will be given to Enterprises
by Seller by way of the electronic interface. Enterprises will be
solely responsible for developing such update capability should it
desire same.
In Oklahoma (not to exceed 80 hours)
(1) systems training;
(2) user training;
(3) software installation;
(4) software testing.
Enterprises Hardware and Personnel requirements:
(1) IBM AS/400 computer with at least 2-3 Gigabytes of on-line
DASD;
(2) the person(s) maintaining the systems should have experience
with AS/400 COBOL Screen Display;
(3) the person(s) maintaining the systems should also be familiar
with CICS COBOL programming; and
(4) Xerox Laser Printer.
Services which may be provided by Motor Club of Enterprises:
In Paramus (not to exceed 40 hours):
(1) reprogramming as necessary the change of address;
(2) development of electronic interface. It is acknowledged that
the system software being sold hereunder processes Stand-Alone
Memberships and Non-Affiliated Memberships only and cannot update
the data files of Stand-Alone Memberships with the data pertaining
to Affiliated Memberships, which data will be given to Enterprises
by Seller by way of the electronic interface. Enterprises will be
solely responsible for developing such update capability should it
desire same.
In Oklahoma (not to exceed 80 hours)
(1) systems training;
(2) user training;
(3) software installation;
(4) software testing.
