A framework agreement provides the basis for the business relationship between a factory and a public company (Public). It includes the terms and standards for a Publics acquisition and ownership of new car automobile dealerships. Each factory has its own restrictions on a Publics ability to acquire and operate its dealerships.

Most framework agreements are, by their own terms confidential. However, if one is anticipating selling a dealership to a Public, it would be wise to become familiar with its framework agreement and how it might affect a potential sale.

When I was negotiating the sale Lexus of Stevens Creek, a Public indicated it wanted to purchase the dealership, but it already owned 4 Lexus stores (the maximum allowed nationwide at the time). The Public told the factory it would sell one if it entered into a buy-sell with my dealer; however, the factory told them it had to sell one before it put a deal together.

The relationship between Publics and factories has been an interesting metamorphosis to observe. When Publics first came on the scene the factories kicked and screamed. Lawsuits were filed and the concept of public ownership of automobile dealerships was vigorously opposed by the manufacturers.

Later, the confrontational attitude subsided and the factories embraced the Publics as a way to replace certain dealers and as a means to have new facilities built. The glow came off the relationships when a number of the Publics did not perform the way the factory wanted: poor CSI, broken promises, poor sales performance.

For the factories and the Publics, the drafting of the original framework agreements was like composing pre-nuptial agreements without ever having been married or divorced. As the factories learned from experience, the agreements were massaged and modified.

Several years ago while helping obtain the first factory approval for an Indian Nation to become a dealer, a generic Sales and Service Agreement was not adequate to cover the uniqueness of the tribes and modifications had to be made.

The factory knew how to deal with large dealership groups, both public and private, but how does one transact business with a Sovereign Nation (a Native American tribe) that has immunity from lawsuits and does not have to pay taxes? These were some of the issues that had to be addressed (with the factory, the state dealer association and the selling dealer). In hindsight, similar to the Publics framework agreements, some of the anticipated problems were imaginary and some were missed.

Publics are rated daily according to the market value of their stock, which value, when they first began buying dealerships, was affected dramatically by increasing the sales volume of the companies through the acquisition of new dealerships.

Dealers, on the other hand, are rated by how things turn out when the game is over and they sell their stores. Consequently, while it might be good for a Public to sell a hypothetical dealership property to a REIT (Real Estate Investment Trust), it may or may not be wise for a private dealer to sell that same property even if given the same terms, or vice-versa.

Privates and Publics have different rules and different motives and, in my opinion, until recently, some Publics did not think they had to act very much like dealers. With the slow-down in their acquisitions, however, Publics have had to act more like dealers and get the most out of each store. As most dealers would agree, the task of successfully operating an automobile dealership is substantially more difficult than buying one with someone elses money.

In the long-run I believe framework agreements are good because they keep the Publics from controlling too great a percentage of the distribution channels of manufacturers, while simultaneously forcing them to operate more like car dealers.

Although framework agreements are redefined at times, at one time or another the following factories had the following requirements:

TOYOTA/LEXUS

1.Had a limit on the number of Toyota and Lexus dealerships that a Public may own: (a) on a national level; (b) in each Toyota-defined geographic region or distributor area; and (c) in each Toyota or Lexus-defined metropolitan market.

2.Prohibited ownership of contiguous dealerships in the same market.

3.Nationally, the limitations on dealerships owned were for specific time periods and based on certain percentages of total Toyota unit sales in the United States.

4.In geographic regions or distributor areas, the limitations on dealerships owned by Publics were specified by the applicable Toyota regional limitations policy or distributor's policy in effect at such time.

5.In metropolitan markets, the limitations on dealerships owned by Publics were based on Toyota's metro markets limitation policy then in effect, which provided a limitation based on the total number of Toyota dealerships in the particular market.

With respect to Lexus, a Public could own no more than one Lexus dealership in any one Lexus-defined metropolitan market and no more than five Lexus dealerships nationally.

HONDA

1.Honda limited the number of Honda and Acura dealerships a Public could own (a) on a national level; (b) in each Honda and Acura-defined geographic zone; and (c) in each Honda-defined metropolitan market.

2.Nationally, the limitations on Honda dealerships owned by Publics were based on specified percentages of total Honda unit sales in the United States.

3.In Honda-defined geographic zones, the limitations on Honda dealerships owned by Publics were based on specified percentages of total Honda unit sales in each of 10 Honda-defined geographic zones.

4.In Honda-defined metropolitan markets, the limitations on Honda dealerships owned by Publics were specified numbers of dealerships in each market, which numerical limits varied based mainly on the total number of Honda dealerships in a particular market.

5.With respect to Acura, Publics could own no more than (a) two Acura dealerships in a Honda-defined metropolitan market, (b) three Acura dealerships in any one of six Honda-defined geographic zones and (c) five Acura dealerships nationally.

6.Honda also prohibited ownership of contiguous dealerships.

MERCEDES-BENZ

Mercedes restricted any company from owning Mercedes dealerships with sales of more than 3% of total sales of Mercedes vehicles in the U.S. during the previous calendar year.

FORD MOTOR COMPANY

1.80% of the Publics Ford dealerships had to meet Ford's performance criteria.

2.Could not make an acquisition that would result in owning Ford or Lincoln Mercury dealerships with sales exceeding 5% of the total Ford or total Lincoln Mercury retail sales of new vehicles in the United States for the preceding calendar year.

3.Could not acquire additional Ford or Lincoln Mercury dealerships in a particular state if such an acquisition would result in the public company owning Ford or Lincoln Mercury dealerships with sales exceeding 5% of the total Ford or total Lincoln Mercury retail sales of new vehicles in that state for the preceding calendar year.

4.Could not acquire additional Ford dealerships in a Ford-defined market area if such an acquisition would result in the Public owning more than one Ford dealership in a market having a total of three or less Ford dealerships or owning more than 25% of the Ford dealerships in a market having a total of four or more Ford dealerships. An identical market area restriction applies for Lincoln Mercury dealerships.

5.The factory could impose conditions, such as requiring facilities improvements at the acquired dealership.

GENERAL MOTORS

General Motors limited the maximum number of General Motors dealerships that a Public could acquire to 50% of the General Motors dealerships, by brand line, in a General Motors-defined geographic market area having multiple General Motors dealers.

SUBARU

Subaru limited Publics to (a) no more than two Subaru dealerships within certain designated market areas; (b) four Subaru dealerships within its Mid-America region; and (c) 12 dealerships within Subaru's entire area of distribution.

BMW

BMW prohibited publicly held companies from owning BMW dealerships representing (a) more than 10% of all BMW sales in the U.S. or (b) more than 50% of BMW dealerships in a given metropolitan market.

Other manufacturers may impose different restrictions and conditions which may or may not be more stringent.

As a condition to granting their consent to acquisitions, a number of manufacturers required additional restrictions or conditions, such as prohibiting:

1.Material changes in the Public, or extraordinary corporate transactions such as a merger, sale of a material amount of assets or change in the Publics board of directors or management that could have a material adverse effect on the manufacturer's image or reputation or could be materially incompatible with the manufacturer's interests.

2.The removal of a dealership general manager without the consent of the manufacturer.

3.Dualing with another brand without the factorys consent.

If a buyer cannot comply with the restrictions of its framework agreement with the factory, it will not be approved. Consequently, if one intends to sell a dealership to a Public it would be wise to know the requirements to of its framework agreement before investing a substantial amount of time and energy into negotiating with the Public.

John Pico is a vice president of Automotive Advisors. Before retiring from the active practice of law in 1980 he represented numerous automotive dealers in the reorganizations, purchases, and sales of dealerships. He both tried cases as the attorney for the dealerships and arbitrated and mediated dealer related cases. He has completed over 1,000 dealership transactions. Mr. Pico became a student of the industry by receiving training and attending seminars with respect to the various departments in new car dealerships, participating in National Automobile Dealer Association (NADA) Management Education Program, having "hands-on "experience" operating a store by filling in as General Manager on an "interim" bases. In 1986, after five years of research and two years of writing, Mr. Pico authored and National Legal Publishing Company published the nations first book on Buying and Selling Automobile Dealerships. You can obtain his biography and more information, sources and references at http://www.automotiveadvisors.com/johnpico.asp

To be able to hit the G-Spot every time, you need to know what it is, where it is located and how you can spot it and stimulate it.

So what exactly is a G-Spot? It is an area that is inside the vagina, on its front wall. When this area is stimulated correctly, it will create an orgasm for the woman.

There are different ways to locate the G-Spot as it varies from woman to woman. However, it will always be somewhere from the urethral opening on to the termination of the vagina.

To locate the G-Spot, insert one or two fingers inside her vagina, and touch the top of the vagina wall. Touch and explore it. But pay careful attention to the pressure that you are applying as too much pressure will cause her pain. Talk to her during this process, and ask her to guide you along to locate it.

Once you have found it, now use 2 fingers to apply a solid and steady pressure on it. It should take about 15 minutes of firm pressure to make her experience a steady and strong orgasm.

You can also pleasure the G-Spot by lying on your back and ask her to sit on top of you. Let her move and she will press her own G-Spot against you and orgasm is guaranteed.

To stimulate a G-Spot well, you must remember to apply both intense and constant pressure concurrently. By simply thrusting inside her, it is still not enough yet. Experience different intercourse position, and ask her which one gives her the best stimulation against her G-Spot. Again, communication is very important here.

If the man can hold on long enough, his partner will experience an orgasm that is both deep and long-lasting.

Crid Lee is the webmaster of TheKamaSutraOnline.com

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Please feel free to republish this article on your website, or distribute it to your friends or clients, as long as you leave the resource box intact.

At the present time, the federal government requires pre-employment drug tests and then random testing after being hired for all commercial truck drivers. The law specifically states that drivers with a commercial driver's license (CDL) are subject to drug testing as are truck owner-operators with a CDL and motor carriers who employ drivers with a CDL.

A recent study by the Insurance Institute for Traffic Safety showed that 15% of all interstate truck drivers had marijuana in their system, 12% had stimulants (non-prescription), 5% had prescription stimulants, 2% had cocaine and less than 1% had alcohol in their system.

Alcohol

Regarding alcohol use, a driver does not have to be drunk to be impaired. Even very low blood alcohol content (BAC) levels impair driving performance by reducing the driver's reaction time and slowing his decision-making process. At the current time, the federal government prohibits commercial truck drivers, railroad and mass transit workers, marine employees, and aircraft pilots from operating vehicles with a BAC at or greater than 0.04%. The number of accidents caused by intoxicated truck drivers has actually decreased in recent years. Statistics show that approximately only 1-3% of trucking accidents are caused by an impaired truck driver.

Marijuana

Many people have the false notion that driving after smoking marijuana is safer than driving after drinking. This is simply not true. Marijuana can affect concentration, perception and reaction time as long as 24 hours after it is smoked. That is much, much longer than alcohol affects a driver's behavior.

Marijuana has been found to be a factor in over 12% of fatal trucking accidents. In recent years, out of the truckers tested randomly for drugs and alcohol, a whopping 45% showed marijuana in their system.

Methamphetamine

Due to the very long hours they often have to work, truck drivers are always looking for ways to stay awake and alert to meet deadlines. It has been reported that 17 out of every 20 truckers say it is very easy to find methamphetamine at truck stops along their route. Truckers have recently been succumbing more and more to the powerful drug due to the fact it can keep people awake for several hours and sometimes days at a time. Surveys and roadside tests have indicated that one in five truckers use stimulants on some of their trips.

Perhaps there is a need for more drug testing of our nation's truck drivers. Though most truckers are tested randomly after their date of hire, many of them even say it is not often enough.

If you or a loved one has been injured or killed in a truck accident in Colorado, please visit the website of experienced truck accident attorneys Hull & Zimmerman, serving clients in the Denver and Boulder areas of Colorado.