-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QiTJqKzBCymBMnHmwTQij4oj8POPnfH0WCuAdpQ/p00A+UNuuxLMznrBOhNLiU9y RzXhw8tb71PXMKtBTQSO6g== 0000950152-03-007580.txt : 20030812 0000950152-03-007580.hdr.sgml : 20030812 20030812160521 ACCESSION NUMBER: 0000950152-03-007580 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030627 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONRO MUFFLER BRAKE INC CENTRAL INDEX KEY: 0000876427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 160838627 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19357 FILM NUMBER: 03837699 BUSINESS ADDRESS: STREET 1: 200 HOLLEDER PKWY CITY: ROCHESTER STATE: NY ZIP: 14615-3808 BUSINESS PHONE: 7166476400 8-K/A 1 l02564ae8vkza.txt MONRO MUFFLER BRAKE, INC. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Date of Report (Date of Earliest Event Reported): June 27, 2003 MONRO MUFFLER BRAKE, INC. (Exact name of registrant as specified in its charter) New York 0-19357 16-0838627 - ------------------------ ------------------------ ------------------------------------ (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
200 Holleder Parkway, Rochester, New York 14615 - ----------------------------------------- -------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (585) 647-6400 - -------------------------------------------------------------------------------- Explanatory Note: This filing on Form 8-K/A amends and restates in its entirety the Form 8-K filed by the registrant on July 14, 2003. This filing includes as Exhibit 2.1 the Stock Purchase Agreement by and between Brazos River Leasing, L.P. and Monro Muffler Brake, Inc., dated June 27, 2003, and as Exhibit 2.2 the Agreement to Purchase Limited Partnership Interest by and among Heller Financial, Inc. and Monro Muffler Brake, Inc., dated June 27, 2003. Item 2. Acquisition of Disposition of Assets. - --------------------------------------------- On June 27, 2003, the Registrant purchased the land and buildings under its existing synthetic lease facility through the acquistion of the general and limited partnership interests in Brazos Automotive Properties, L.P. ("BAP"), for approximately $935,000 in cash (the "Lease Buyout"). The Lease Buyout was financed through the Registrant's existing credit facility. BAP holds the title related to 86 properties leased, under an operating lease, to a subsidiary of the Registrant and used in the conduct of the Registrant's auto service business. BAP is also the debtor on a $26.6 million loan related to these properties. BAP, which became a wholly owned subsidiary of the Registrant as a result of the Lease Buyout, was established in 1998 for the purpose of acquiring certain properties and leasing them to the Registrant. As a wholly owned subsidiary of the Registrant, BAP will be consolidated into the Registrant's balance sheet from June 27, 2003. Accordingly, land and buildings at fair value of approximately $27.5 million will be reflected on the Registrant's balance sheet. Additionally, long-term debt of $26.6 million will also be reflected. The debt is non-amortizing and is due in September 2006. The Registrant estimates that annual depreciation expense related to the assets aquired in the Lease Buyout will be approximately $500,000. These depreciation charges will commence in the Registrant's second quarter of its fiscal year 2004. The purchase of the general partnership interest was completed through the purchase of 100% of the outstanding common stock of Brazos Automotive Properties Management, Inc., the general partner of BAP, from Brazos River Leasing, L. P. The limited partnership interest was acquired from Heller Financial, Inc., a subsidiary of G.E. Capital, the holder of that interest. -2- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- (a) Not required. (b) Not required. (c) The following is a list of exhibits furnished with this Current Report on Form 8-K/A:
Exhibit No. Description - ----------- ----------- 2.1 Stock Purchase Agreement by and Brazos River Leasing, L.P. and Monro Muffler Brake, Inc., dated June 27, 2003. 2.2 Agreement to Purchase Limited Partnership Interest by and among Heller Financial, Inc. and Monro Muffler Brake, Inc., dated June 27, 2003.
-3- 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 hereunto duly authorized. MONRO MUFFLER BRAKE, INC. ------------------------- (Registrant) August 12, 2003 By: /s/ John Van Heel ----------------------------------------- John Van Heel Vice President-Finance -4- EX-2.1 3 l02564aexv2w1.txt EXHIBIT 2.1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is dated as of June 27, 2003, by and between BRAZOS RIVER LEASING, L.P., a Texas limited partnership (the "Seller"), and Monro Muffler Brake, Inc., a corporation organized under the laws of New York (the "Purchaser" and, together with the Seller, the "Parties"). WHEREAS, the Seller owns Ten Thousand (10,000) shares of common stock, par value $1.00 (the "Shares") of Brazos Automotive Properties Management, Inc., a Delaware corporation (the "Company"); and WHEREAS, the Seller desires to sell to the Purchaser the Shares and the Purchaser desires to buy the Shares upon the terms and subject to the conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Parties hereby agree as follows: 1. Sale and Purchase of Shares. (a) Subject to the terms and conditions of this Agreement, the Seller hereby sells and the Purchaser hereby purchases from the Seller the Shares for an aggregate purchase price of $50,000 (the "Purchase Price") (subject to Section 7 hereof), the receipt and sufficiency of which are hereby acknowledged. (b) On the date of this Agreement, the Seller has assigned and delivered to the Purchaser the stock certificate representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer. 2. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows: (a) This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. The performance by the Purchaser of its obligations under this Agreement shall not violate any law, order, judgment or decree of a court or other governmental or regulatory authority to which the Purchaser is bound or subject; (b) The Purchaser understands that the Shares being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Seller in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Purchaser understands that it -5- must bear the economic risk of the acquisition of the Shares made in connection herewith for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Purchaser further understands that the certificates representing the Shares shall bear the following legend: NO SHAREHOLDER OR OTHER PERSON SHALL HAVE ANY PREEMPTIVE RIGHT OR ANY RIGHT OF CUMULATIVE VOTING, BOTH BEING EXPRESSLY DENIED BY THE CERTIFICATE OF INCORPORATION OF BRAZOS AUTOMOTIVE PROPERTIES MANAGEMENT, INC. (THE "COMPANY") ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE. THE COMPANY WILL FURNISH A COPY OF SAID CERTIFICATE OF INCORPORATION, AS FROM TIME TO TIME AMENDED, TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF DIRECTORS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS AND ANY RULES OR REGULATIONS PROMULGATED THEREUNDER. (c) No consent, approval or authorization from any person, entity or governmental authority is required to be obtained by the Purchaser in order to consummate the transaction contemplated herein; (d) The Purchaser can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and the risks of the investment. The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company which have been requested, including, without limitation all certificates, instruments, agreements and other documents defining the rights, limitations and preferences of the Shares and the holders thereof. The Purchaser has conducted its own investigation of the Company and is not relying on any representations or warranties of the Seller other than those expressly set forth herein. The Purchaser understands that the Company is under no obligation to register the Shares on the Purchaser's behalf; (e) The Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (f) The Purchaser (a) has not received any formal offer from any third party with respect to the acquisition of any substantial portion of the capital stock or assets of the Company or -6- any of its subsidiaries within the twelve months immediately preceding the date of this Agreement and (b) is not currently engaged in any ongoing discussions with any third party concerning a transaction involving the sale of any substantial portion of the capital stock or assets of the Company or any of its subsidiaries and, as such, is not otherwise negotiating nor currently contemplating the entering into a letter of intent or any other definitive documentation relating to the sale of such stock or assets. 3. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser as follows: (a) The Seller is the registered, legal and beneficial owner of, and has the power and authority to convey, the Shares free and clear of all liens, claims or security interests of any kind whatsoever, and such restrictions on transfer imposed by state and federal securities laws. Upon delivery of and payment for the Shares as herein provided and registration of the transfer on the register of shareholders of the Company, the Seller shall have conveyed to the Purchaser valid and marketable title to the Shares free and clear of all liens, claims and security interests of any kind whatsoever, except such restrictions on transfer imposed by state and federal securities laws; (b) The Seller has the legal capacity and right to execute, deliver, enter into, consummate and perform this Agreement; (c) This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. The performance by the Seller of its obligations under this Agreement shall not violate any law, order, judgment or decree of a court or other governmental or regulatory authority to which the Purchaser is bound or subject. (d) The Company has no business, assets or liabilities other than its rights and obligations under that certain First Amended and Restated Agreement of Limited Partnership of Brazos Automotive Properties, L.P., dated as of September 15, 1998, by and among the Company, as general partner, and Heller Financial, Inc., as sole limited partner. (e) The Seller has no knowledge of any debts, obligations, liabilities or claimed liabilities of the Company incurred for the Company's exclusive benefit and not known to Monro Muffler Brake, Inc. or of the Company or of Brazos Automotive Properties, L.P. except those associated with the business of the Company described in Section 3(d) hereof under the Credit Agreement dated as of September 15, 1998, as amended as of March 19, 2003, and in connection with the Agreement for Ground Lease, the Agreement for Facilities Lease, the Ground Lease Agreement and the Facilities Lease Agreement, by and between Brazos Automotive Properties, L.P. and Monro Muffler Brake, Inc. and/or its designated subsidiaries or affiliates each dated as of September 15, 1998, as amended. 4. Indemnity by the Seller. The Seller hereby agrees to indemnify and hold the Buyer harmless from any loss, cost, or expense (including reasonable attorneys' fees) that the Buyer may incur by reason of any breach of a warranty, representation, covenant or agreement made herein. -7- 5. Additional Agreements. 5.1 Further Assurances. Each of the Parties shall from time to time, at the request of the other party and without further consideration, execute such further instruments of conveyance and take such other actions as the requesting party may reasonably require to more effectively convey and transfer the Shares to the Purchaser. The Parties will furthermore sign all documents and do all things necessary to give effect to the transaction contemplated by this Agreement, including, without limitation executing and delivering such certificates, instruments and other documents necessary to assure the proper transfer of the Shares from the Seller to the Purchaser on the books and records of the Company. 6. General Provisions. 6.1 Survival of Representations and Warranties. The representations, warranties and agreements of the Parties contained herein shall survive the execution of this Agreement and shall continue to remain in full force and effect. 6.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. 6.3. Binding. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective successors, administrators, representatives, heirs and assigns. 6.4. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.5. Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties, covenants, or understandings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both Parties hereto. 7. Future Business Transactions. In the event that Seller, or any affiliate of Seller, and Purchaser, or any affiliate of Purchaser, enter into any new business transaction in the future, Seller agrees to credit for the benefit of Purchaser, or Purchaser's affiliate, the sum of $25,000 against the fees otherwise payable to Seller, or Seller's affiliate, associated with such new business transaction. This provision is not intended to and does not constitute a commitment or create an obligation on the part of either Seller or Purchaser to enter into any future business transaction. The terms of any future transaction will be subject to negotiation and acceptance by Seller and Purchaser in their respective sole discretion. [Remainder of page intentionally left blank.] -8- IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. SELLER BRAZOS RIVER LEASING, L.P. By: Headwater Investments L.P., its general partner By: Headwater Holdings, Inc., its general partner By: /s/ Gregory C. Greene ---------------------------- Gregory C. Greene PURCHASER Monro Muffler Brake, Inc. By: /s/ Catherine D'Amico ---------------------------- Name: Catherine D'Amico Title: CFO -9- EX-2.2 4 l02564aexv2w2.txt EXHIBIT 2.2 EXHIBIT 2.2 AGREEMENT TO PURCHASE LIMITED PARTNERSHIP INTEREST THIS AGREEMENT TO PURCHASE LIMITED PARTNERSHIP INTEREST (this "Agreement") effective as of June 27, 2003 (the "Effective Date"), is entered into by and among Heller Financial, Inc. (the "Seller") and Monro Muffler Brake, Inc. (the "Buyer"). WHEREAS, the Seller is the owner of one hundred percent (100%) of the limited partnership interest in Brazos Automotive Properties, L.P. (the "Limited Partnership"); WHEREAS, the Seller desires to sell and the Buyer desires to buy one hundred percent (100%) of the Seller's limited partnership interest (the "Limited Partnership Interest") in the Limited Partnership; WHEREAS, the Seller and the Buyer have each agreed to the sale and purchase of the Limited Partnership Interest, subject to the terms and conditions hereof. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the undersigned parties agree as follows: Section 1. Defined Terms. All capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings set forth in that certain First Amended and Restated Agreement of Limited Partnership of Brazos Automotive Properties, L.P., dated as of September 15, 1998 (the "Partnership Agreement"), by and among Brazos Automotive Properties Management, Inc., a Delaware corporation, as general partner (the "General Partner") and the Seller, as sole limited partner. Section 2. Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, the Seller hereby transfers and conveys the Limited Partnership Interest to the Buyer free and clear of all liens, claims, and encumbrances arising through Seller. Section 3. Purchase Price. Upon the terms and subject to the conditions contained in this Agreement, in consideration for the sale, assignment, transfer, and delivery of the Limited Partnership Interest, the Buyer agrees to pay Eight Hundred Seventy-Eight Thousand Three Hundred Sixty-Eight Dollars and 76/100 ($878,368.76) to Seller (the "Purchase Price"). The Purchase Price shall be paid to Seller on the date hereof in immediately available funds by wire transfer to the bank account of Seller as set forth below: Bank: Deutsche Bank One Bankers Trust Plaza New York, New York ABA No.: 021-001-033 Account Name: GE Capital, Stamford, Connecticut Account No.: 50-202-962 Reference: Brazos Automotive Properties -10- Section 4. Representations and Warranties of the Seller. The Seller hereby represents, warrants, and covenants as follows: (a) Ownership. The Seller is the owner, both equitably and legally, of the Limited Partnership Interest which it is offering to sell to the Buyer pursuant to this Agreement, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges, and restrictions or other obligations of any kind or character arising through Seller. (b) Legal Capacity and Authority. The Seller has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and any and all documents executed in connection with this Agreement (the "Transaction Documents"), and no approvals or consents of any persons are necessary in connection therewith that have not been obtained. (c) Due Organization; Good Standing and Power. The Seller is duly organized, validly existing, and in good standing under the laws of the state of its organization. The execution, delivery and performance of this Agreement and the Transaction Documents, as applicable, by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on its part and in accordance with Applicable Law. No other action is necessary for the authorization, execution, delivery, and performance by the Seller of this Agreement and the Transaction Documents and the consummation by the Seller of the transactions contemplated hereby and thereby. (d) Validity of Agreement. This Agreement and the Transaction Documents have been duly executed and delivered by the Seller and constitute a legal, valid, and binding obligation of it, enforceable against it in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, or other similar laws affecting creditors' rights generally and by general equity principles. Upon consummation of the transactions contemplated hereby, the Buyer will acquire the Limited Partnership Interest clear of all liens, claims, and encumbrances arising through Seller, other than those that may arise by virtue of any actions taken by or on behalf of the Buyer. (e) No Approvals or Notices Required; No Conflict with Instruments. The execution, delivery, and performance of this Agreement and the Transaction Documents by the Seller and the consummation by them of the transactions contemplated hereby will not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing, or notice under any provision of any statute, law, rule or regulation or any judgment, order, writ, injunction or decree of any governmental entity to which a specified person or property is subject ("Applicable Law"). To the best of Seller's knowledge, the Limited Partnership Interest is transferable and assignable to the Buyer as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any party other than the Seller and the General Partner being obtained, and, to the best of Seller's knowledge, there exists no preferential right of purchase in favor of any person with respect of any of the Limited Partnership Interest. Section 5. Representations and Warranties of the Buyer. The Buyer hereby represents and warrants that: -11- (a) Legal Capacity and Authority. The Buyer has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and the Transaction Documents, and no approvals or consent of any person are necessary in connection therewith. (b) Due Organization; Good Standing and Power. The Buyer is duly organized, validly existing, and in good standing under the laws of the state of its organization. The execution, delivery and performance of this Agreement and the Transactional Documents by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on its part. No other corporate action is necessary for the authorization, execution, delivery, and performance by the Buyer of this Agreement and the Transactional Documents and the consummation by the Buyer of the transactions contemplated hereby. (c) Validity of Agreement. This Agreement and the Transactional Documents have been duly executed and delivered by the Buyer and constitute a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, or other similar laws affecting creditors' rights generally and by general equity principles. (d) No Approvals or Notices Required; No Conflict with Instruments. The execution, delivery, and performance of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby (i) will not violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice under any provision of any law, rule or regulation, court order, judgment or decree applicable to the Buyer; and (ii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Buyer, under, the bylaws of the Buyer or any material agreement to which the Buyer is a party or by which the Buyer or any of its assets or properties is bound. Section 6. General Provisions. (a) Survival of Representations and Warranties. The representations, warranties and agreements of the Parties contained herein shall survive the execution of this Agreement and shall continue to remain in full force and effect. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. (c) Binding. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective successors, administrators, representatives, heirs and assigns. (d) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -12- (e) Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties, covenants, or understandings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both Parties hereto. [Remainder of page intentionally left blank.] -13- IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. SELLER: HELLER FINANCIAL, INC. By: /s/ Joseph B. Williams ------------------------------ Name: Joseph B. Williams Title: Vice President BUYER: MONRO MUFFLER BRAKE, INC. By: /s/ Catherine D'Amico ------------------------------ Name: Catherine D'Amico Title: CFO AGREED AND ACCEPTED: BRAZOS AUTOMOTIVE PROPERTIES MANAGEMENT, INC. By: /s/ Gregory C. Greene ------------------------------ Name: Gregory C. Greene Title: President Date: June 27, 2003 -14- -----END PRIVACY-ENHANCED MESSAGE-----