June Cordes, et al. - Page 7




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          the Cordes corporations was either selling, or financing                    
          customers’ purchases of, motor vehicles.                                    
               Eddie Cordes, Inc., was incorporated in Oklahoma on January            
          2, 1963, as an authorized dealership for Jeep-Eagle and                     
          eventually Dodge vehicles.  Edmund Cordes, Inc. (known as Cordes            
          Dodge, Inc., until February 16, 1989), was incorporated in                  
          Oklahoma on January 2, 1967, as an authorized dealership for                
          Dodge vehicles.  John Cordes, Inc., was incorporated in Oklahoma            
          on June 13, 1983, as an authorized dealership for Chevrolet,                
          Oldsmobile, Pontiac, and General Motors vehicles.  We                       
          collectively refer to Edmund Cordes, Inc., John Cordes, Inc., and           
          Eddie Cordes, Inc., as the Cordes family dealerships.  CFC                  
          operated mainly to finance new and used vehicles purchased by               
          customers from the Cordes family dealerships.                               
               Each of the Cordes family dealerships was governed by a                
          franchise agreement with the vehicle manufacturer whose cars it             
          sold.  Each franchise agreement identified an individual as the             
          franchise holder and bound that individual to specific                      
          restrictions.  The two common restrictions relevant herein                  
          required the franchise holder (1) to maintain direct ownership of           
          a certain minimum percentage of stock of that Cordes family                 
          dealership and (2) to maintain active operational control of the            
          respective Cordes family dealership.  The franchise holder had to           








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