Stock Contribution Agreement Dated As of 8/27/98

Exhibit 10.12
STOCK CONTRIBUTION AGREEMENT


This Stock Contribution Agreement (the "Agreement"), dated as of August 27, 1998, is by and among the parties identified on the signature page hereto (collectively, the "Stockholders") and City Truck Holdings, Inc., a Delaware corporation ("Holdings").


RECITALS
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A. Each of the Stockholders owns shares of Common Stock, par value $.01 per share ("Company Common Stock"), and Series B Preferred Stock, par value $.01 per share ("Company Series B Preferred Stock," and, together with Company Common Stock, "Company Stock"), of HDA Parts System, Inc., an Alabama corporation (the "Company").


B. The parties to this Agreement desire that each of the Stockholders contribute, upon the terms and subject to the conditions of this Agreement, all of his or its shares of Company Common Stock and Company Series B Preferred Stock to Holdings in exchange for an equal number of shares of Common Stock, par value $.01 per share, of Holdings ("Holdings Common Stock, and Series A Preferred Stock, par value $.01 per share, of Holdings ("Holdings Series A Preferred Stock," and, together with Holdings Common Stock, "Holdings Stock").


AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


1. Contribution of Common Stock. Upon the terms and subject to
---------------------------- the conditions contained herein, each of the Stockholders, severally and not jointly, agrees to contribute and deliver to Holdings that number of shares of Company Stock and Company Series B Preferred Stock owned by him or it, in exchange for an equal number of shares of Holdings Common Stock and Holdings Series A Preferred Stock. Such contribution shall be made at such place and time as Holdings may designate.


Furthermore, to the extent any Stockholder is entitled to acquire additional shares of Company Stock such Stockholder hereby agrees that he will accept in lieu thereof, subject to the conditions of this Agreement, the Holdings Stockholders' Agreement (as defined below) and any applicable stock purchase agreement, an equivalent number of shares of Holdings Common Stock and/or Holdings Series A Preferred Stock.


2. Ownership of Company Common Stock. Each Stockholder represents
--------------------------------- and warrants, severally and not jointly:


(a) Such Stockholder owns beneficially and of record, and has marketable title to, the Company Stock being contributed by him or it, free and clear of all Encumbrances (excluding the obligations of each Stockholder under the Stockholders' Agreement (as defined)), and such Stockholder has full right, power and authority to contribute all of such shares of Company Stock to Holdings. As used in this Agreement, "Encumbrance"


means any claim, lien, pledge, option, charge, security interest, conditional sales agreement or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement in the nature thereof.


(b) Such Stockholder has no commitment or legal obligation, absolute or contingent, to any other person or firm other than Holdings to, directly or indirectly, sell, assign, transfer or effect a sale of any shares of Company Stock owned by such Stockholder, or to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing (excluding the obligations of each Stockholder under the Stockholders' Agreement).


(c) Authorization. Such Stockholder has full power and authority to
------------- execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement has been duly and validly authorized, and all necessary action has been taken, to make this Agreement a valid and binding obligation of such Stockholder, enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).


(d) Receipt of Information. Such Stockholder has received and
---------------------- reviewed this Agreement and all exhibits and schedules hereto; and the Stockholder has received all such information as it deems necessary and appropriate to enable it to evaluate the financial risk inherent in making an investment in Holdings Stock and has received satisfactory and complete information concerning the business and financial condition of Holdings in response to all inquiries in respect thereof.


3. Existing Agreements. Upon the terms and subject to the
------------------- conditions contained herein each of the parties hereto agrees that all existing stock purchase agreements relating to the Stockholders' ownership of Company Stock shall remain in effect with respect to the Stockholders' ownership of Holdings Stock as if such Holdings Stock were the Company Stock referred to therein and as if Holdings were named as the Company therein.


4. Holdings Stockholders' Agreement. Each Stockholder agrees
-------------------------------- that, as a condition to receipt of Holdings Stock in exchange for his or its contribution of Company Stock to Holdings, such Stockholder will become a party to Holdings Stockholders' Agreement (the "Holdings Stockholders Agreement") in the form attached as Exhibit A. The Holdings Stockholders' Agreement is identical in all respects to the Company's Amended and Restated Stockholders' Agreement except for (i) the name of Holdings in lieu of the name of the Company, (ii) references to Holdings Series A Preferred Stock replace and are in lieu of references to any shares of preferred stock of the Company, (iii) a new provision regarding prompt notice of any amendment to the Stockholders' Agreement to each stockholder who has not yet consented in writing; and (iv) a new provision regarding expiration of registration rights in cases where the shares of Holdings are sold pursuant to a registration statement or Rule 144 of the Act (as defined) or are eligible for sale under Rule 144. The Holdings Stockholders' Agreement supersedes the Amended and Restated Stockholders Agreement of the Company in


2


all respects. A Stockholders' signature on this Agreement shall also constitute his or its execution ...