Exhibit 10.31
CONSIGNMENT AGREEMENT
ENTERED AS OF THE ____ DAY OF JANUARY, 2002
BETWEEN: PREVOST CAR INC., a corporation duly incorporated under the
Laws of the Province of Quebec, Canada, and having its Head
Office at Ste-Claire, Province of Quebec, Canada,
(hereinafter referred to as the "Consignor")
AND: FEATHERLITE, INC.
4441 ORANGE AVENUE
PORT OF SANFORD, FLORIDA 32771
(hereinafter referred to as the "Consignee")
WHEREAS the Consignor is engaged in the business of manufacturing Prevost Bus
Shells;
WHEREAS the Consignee is engaged in the business of manufacturing, selling,
marketing and distributing motor home and/or VIP coaches;
WHEREAS the Consignee intends to take in consignment Prevost Bus Shells in order
to convert said shells into well-equipped motor homes and/or VIP coaches;
WHEREAS, until now, the Consignor and the Consignee have entered into various
consignment agreements with respect to Prevost Bus Shells delivered by the
Consignor to the Consignee for conversion into well-equipped motor homes and/or
VIP coaches;
WHEREAS from the date of this Consignment Agreement (this "Agreement") into the
future, the parties intend to govern their relationship with respect to Bus
Shells provided, by way of consignment, by the Consignor to the Consignee under
this single Agreement;
THEREFORE, in witness thereof, the parties hereby agree and covenant:
1. Consigned Bus Shells
1.1 The Consignee has selected to hold in consignment the Bus
Shells delivered by the Consignor listed in one or more
versions of Schedule "A" now or hereafter attached hereto,
with the specification described in Appendix 1 to Schedule
"A";
(Prevost Bus Shells delivered under consignment by Consignor
to Consignee are hereinafter individually referred to as a
"Shell" and collectively referred to as the "Shells").
1.2 The Consignor agrees, subject to the terms and conditions
hereinafter set forth, to deliver to the Consignee, on a
consignment basis, each Shell on the date agreed upon in
Schedule "A" or at any such other time agreed upon in writing
between the parties.
2. Terms
With respect to each Shell, this Agreement is for a term of four (4)
months, commencing on the date of delivery of the Shell to the
Consignee, except as otherwise agreed in writing by the parties.
3. Consignment Fee and Security Deposit
3.1 The Consignee agrees and shall pay to the Consignor the
consignment fee and the security deposit (the "Security
Deposit") referred to in Schedule "A";
3.2 The Consignor may, at its own option, retain the Security
Deposit, as liquidated damages or it may be applied by the
Consignor against any actual loss, damage or injury
attributable to the Consignee hereunder;
3.3 The amount of the Security Deposit shall, at any given time,
be at least equal to $15,000.00 U.S. funds per Shell subject
to this Agreement. Should the amount of the Security Deposit
be less than such amount, the Consignee agrees, upon written
request from the Consignor, to provide the Consignor with any
additional amount required in order for each Shell subject, at
any given time, to this Agreement, to be covered by a Security
Deposit of at least $15,000.00 U.S. funds.
4. Right of property-Use-Care - Operation of a Shell
4.1 Nothing in this Agreement shall be deemed to have transferred
to the Consignee the right of property or the title on a Shell
or in any way be interpreted as such. Unless otherwise
purchased by the Consignee in accordance with the terms of the
Agreement, a Shell shall remain the sole property of the
Consignor and the Consignee shall not sell, alienate or
otherwise dispose of a Shell which shall at all times be used
and employed in accordance with this Agreement.
4.2 Unless otherwise purchased by the Consignee in accordance with
the terms of the Agreement, title to a Shell shall at all
times remain to the Consignor and the Consignee shall protect
and defend, at its own cost and expense, the title of the
Consignor from and against any and all claims, liens and/or
legal proceedings whatsoever.
4.3 The Consignee shall not pledge, grant a security, interest or
lien, loan (except a general security interest in inventory
subject to not violating Section 9.1.8 below) or part with the
possession of a Shell, or remove the same from the Continental
United States and Canada.
4.4 The Consignee shall bear, and the Consignee hereby assumes,
all risk and liability for (and the Consignee shall save, and
does hereby indemnify the Consignor and agree to hold the
Consignor harmless from any and all claims, liens, demands or
liability arising out of) the loss of or damage to a Shell
from the use, operation, maintenance and storage thereof and
for the injury or death to persons and/or damage to property
howsoever arising therefrom or because thereof during the
duration of the consignment or from or because of the
condition of a Shell after use by the Consignee, provided
Consignee's indemnity obligation shall exclude any of the
foregoing arising in connection with or as a result of the
condition of a Shell or defects in a Shell not caused by
Consignee.
4.5 The indemnities and assumptions of liability herein provided
for shall continue in full force and effect notwithstanding
the termination of the Agreement whether by expiration of
time, by operation of law or otherwise.
4.6 The delivery of a Shell shall be made, F.O.B., Consignor's
premises at Ste-Claire, Province of Quebec, Canada.
4.7 On delivery the Consignee shall inspect a Shell and execute a
certificate of acceptance stating that based on the inspection
a Shellis:
4.7.1 in good operating order, repair and appearance;
4.7.2 in accordance with the specifications described in
Appendix 1 to Annex "A"; and,
4.7.3 suitable for the purposes of the Consignee.
4.8 The Consignee shall pay all license fees, assessments or other
governmental charges, sales and/or use taxes (or provide the
Consignor with sufficient basis for claiming an exemption
therefor), gross receipts and other tax or taxes now or
hereafter imposed, levied or assessed by any state, federal or
local government or agency upon a Shell, or upon the use or
operation thereof, or upon the receipt of Consignment Fee
therefor or earnings arising therefrom (excluding, however,
taxes imposed on Consignor's net income) before the same shall
become in default or subject to the payment of any penalty or
interest, including but not limited to, the cost of all
licenses, tags and inspections required by law. The Consignee
shall supply the Consignor with receipts or other evidence of
payment reasonably satisfactory to the Consignor. The
Consignee shall promptly reimburse the Consignor for all
property taxes or levies assessed upon a Shell paid by the
Consignor, however there shall be no obligation of the
Consignor to make payment of any property taxes or levies
assessed upon a Shell.
4.9 Consignor acknowledges that the Consignee is taking in
Consignment the Shells from the Consignor so that the
Consignee can outfit the Shells as well-equipped motor homes
and/or VIP coaches for demonstration and eventual sale.
4.10 The Consignee may install and attach to a Shell only those
additional items of property and furnishings in accordance
with the Prevost Bus Shell Manual for interior designers and
system manufacturers.
With respect to all items of property attached or installed to
each Shell that are not fully paid by the Consignee and free
and clear of any and all liens, security interests and
encumbrances, the Consignee covenants and agrees that, should
the Consignor reacquire possession of a Shell in accordance
with Sections 4.15 and 4.16, the Consignee shall be obligated
to obtain from its creditors all instruments or documents as
may be necessary in order for such items of property to be
free and clear of any and all liens, security interests and
encumbrances.
4.11 Once items of property are attached or installed to a Shell,
they shall only be removed, separated or disassembled if, (i)
pursuant to such a removal, separation or disassemblage, the
Shell remains fully suitable for immediate resale as a motor
home and/or VIP Coach, without any further alteration or
addition, or (ii) to the extent that item (i) above will be
violated, property is promptly attached or installed in order
for the Shell to constitute a motor home and/or VIP Coach
fully suitable for immediate resale, without any further
alteration or addition.
4.12 The Consignee shall, at all times;
4.12.1 keep and maintain each Shell in good working order,
repair and appearance (subject to the conversion of
Shells into well-equipped motor homes and/or VIP
coaches);
4.12.2 install and maintain on each Shell such insignia and
identification as the Consignor may designate;
4.12.3 make any and all necessary repairs and replacements
thereto in order that each Shell shall continue to
fulfill its intended function or use; and,
4.12.4 keep and operate each Shell as recommended in the
manufacturer's owners manual.
4.13 The Consignor shall, at the Consignee's request, claim all
available manufacturer's warranties for each Shell to enable
the Consignee to obtain customary warranty service thereof,
and to benefit of all such warranties and to avail itself of
all such warranties and representations with respect to each
Shell.
4.14 All replacements, repairs, parts and supplies, while at the
Consignee's expense (unless covered by Consignor's warranty),
shall, to the extent that such replacements, repairs, parts
and supplies, affect mechanical aspects of a Shell or its
structural integrity, be performed and supplied only by such
persons as shall be reasonably agreeable to the Consignor.
4.15 Upon payment by Consigner pursuant to Section 4.16, all
replacements, repairs, parts, supplies, accessories,
equipment, devices or other items furnished or affixed to a
Shell under subparagraphs 4.11 or 4.12 hereof shall thereupon
become the Consignor's property, and the Consignee shall
deliver or cause to be delivered promptly to the Consignor all
instruments or documents as may be necessary to evidence the
Consignor's original and free, clear and unencumbered title
thereto and ownership thereof.
4.16 Notwithstanding any provisions in this Agreement to the
contrary, the Consignor agrees that, should the Consignor
reacquire possession of a Shell, the Consignor shall then
reimburse to the Consignee at cost, the improvements made by
the Consignee on the Shell, it being understood that such
reimbursement shall be limited to the costs of labour, raw
material and overhead attributable to the Shell.
4.17 The Consignee shall pay for and provide all labor, materials,
services, lubricants, parts and other supplies or items
consumed by, or required for, or in connection with the use of
a Shell.
4.18 The Consignee shall observe and comply with, perform and
execute, all laws, rules, regulations or orders of all state,
provincial, federal and local governments or agencies which in
any way affect or relate to, or are applicable to the Shells,
or the use, operation, maintenance or storage thereof, and
shall not use the Shells for any illegal purpose.
4.19 The Shells shall be operated in a careful manner only by
licensed, experienced and qualified drivers who are either
employed by the Consignee or accompanied by the Consignee or
its employees or agents, and the Consignee agrees that it or
its drivers shall not transport or permit to be transported in
a Shell intoxicating liquors, narcotics or any other
substances in violation of any state, provincial, federal and
local laws.
4.20 The Consignee shall not use, operate maintain or store a Shell
improperly, carelessly or in violation of this Agreement or
any instructions furnished by the manufacturer of the Shell;
nor install, store or operate the same in areas or on surfaces
other than as recommended by the manufacturer of the Shell.
4.21 From time to time, during the term of the consignment, upon
reasonable prior notice given by the Consignor, the Consignee
shall, at any reasonable time, permit the Consignor, its
agents or representatives to enter Consignee's premises and
inspect the Shells, and its manner of use, provided that any
information collected by the Consignor shall be kept
confidential.
4.22 The Consignee shall hold the Shells in Consignment at the
following location:
1601 DOLGNER PLACE OR 4441 ORANGE BLVD.
SANFORD, FLORIDA, 32771;
the Consignee shall not, without any written permission from
the Consignor, remove the Shells from such location except for
any F.M.C.A. Rallies, VIP Rallies, other recreational vehicle
shows, or open houses and other demonstrations of Consignee.
5. Representations and Non-Liability of the Consignor
5.1 Each Shell shall be covered by Consignor's warranty provisions
applicable thereto, which warranty shall be attached to the
Appendix 1 to Schedule A applicable to a Shell.
5.2 Except pursuant to the terms of Consignor's warranty
applicable to a Shell, Consignor shall not be liable to the
Consignee for any loss, damage or expense of any kind or
nature whatsoever caused, directly or indirectly by a Shell
itself or consequently to the use, maintenance, handling or
storage thereof, or the repairs, servicing or adjustments
thereto, or because the same is, or has become, unsuitable or
unserviceable, or by any interruption of service or loss of
use thereof, or for any loss of business or damage whatsoever
or howsoever caused.
6. Insurance
The Consignee shall always provide and maintain insurance to cover
both, the Consignor and the Consignee, against claims of third persons
and property damage as follows: Standard Bodily Injury Liability and
Property Damage coverage, including guest and extraterritorial coverage
protecting the Consignor, Consignee and Consignee's authorized drivers
with respect to their liability for injuries and/or death to third
persons and damage, destruction or loss of use of property of third
persons. Said liability insurance coverage shall have minimum limits of
$1,000,000.00 for injury to or death of any one person, and minimum
limits of $2,000,000.00 for all persons, injured or killed in the same
accident, and said property damage insurance shall have minimum limits
of $1,000,000.00 for any one accident.
6.2 The Consignee agrees to provide and maintain:
6.2.1 collision insurance coverage on the Shells with
minimum limits of $400,000.00 per Shell; and,
6.2.2 comprehensive physical damage insurance coverage for
loss and damage to the Shells due to fire, theft,
windstorm, flood and other risks and hazards with
minimum limits of $400,000.00 per Shell.
6.3 The Consignee agrees that it shall cause to be immediately
reported to the Consignor, and also to the Consignor's
insurance company, all accidents and collisions, irrespective
of whether any injury, loss or damage is apparent, with full
detailed statement of circumstances, names of persons injured
and owners of property damaged, and listing of names and
addresses of all witnesses and shall cooperate fully, as
required, with the Consignor and its insurance company.
6.4 The inability for whatever reason of the Consignee to obtain
and maintain insurance coverage as established in paragraphs
6.1 and 6.2 shall constitute a default of the Consignee under
the terms of the Agreement.
6.5 All said insurance shall be in forms and with companies
reasonably satisfactory to the Consignor. All insurance for
loss or damage shall provide that losses, if any, shall be
payable to the Consignor, and all such insurance shall be in
the joint names of the Consignor and the Consignee.
6.6 The Consignee shall cause to be delivered to the Consignor a
certificate of insurance whereby each insurer shall agree that
it shall give to the Consignor thirty (30) days prior written
notice of the effective date of any alteration, non-renewal or
cancellation of such policies.
6.7 The Consignee hereby irrevocably appoints the Consignor as
Consignee's attorney-in-fact to make claim for, receive
payment of, and execute and endorse all documents, checks or
drafts received in payment for loss or damage to the Shells
under any said insurance policies.
6.8 In case of default or failure of the Consignee to obtain and
maintain said insurance or to comply with any other provision
of the Agreement, the Consignor shall have the right, but
shall not be obligated, to effect such insurance or compliance
on behalf of the Consignee, at Consignee's expense.
7. Damage to a Shell
7.1 Should a Shell be damaged by reason of any cause, and be
capable of repair, the Consignee shall repair the same at its
own expense, as quickly as circumstances permit, without any
abatement of Consignment Fee.
7.2 Should a Shell be lost, stolen, destroyed or damaged beyond
repair by any cause whatsoever, this Agreement shall terminate
immediately with no abatement of Consignment Fee and the
Consignor shall have no further obligation to the Consignee
under this Agreement or be required to furnish a replacement
Shell.
7.3 The Consignor shall not be liable for any loss of profits or
other consequential damage or other inconveniences resulting
from the theft, damage, loss, destruction or disrepair of a
Shell (except to the extent covered by Consignor's warranty).
8. Return of Shells
Subject to the payment required by Consignor pursuant to Section 4.16,
unless the Consignee has exercised its option to purchase a Shell under
section 11 of the Agreement, at the expiration of this Agreement with
respect to such Shell, the Consignee shall, at its own expense, return
such Shell to the Consignor, or to the Consignor's designee, at such
destination as the Consignor may designate and in the same operating
condition, order, repair and appearance as when received, (reasonable
wear and tear excepted).
9. Termination of the Agreement
9.1 The Consignee shall be in default under the Agreement and the
Consignor shall have the right to terminate the Agreement,
without notice, immediately upon the happening of any of the
following:
9.1.1 an attempted or actual assignment of this contract by
the Consignee without the Consignor's specific
written permission. Notwithstan-ding the foregoing,
the Consignee may sell its motor coach business
provided that the Consignor is notified of such sale
in writing at least fifteen (15) days in advance and
that the sale is approved in writing by the
Consignor, whose approval of such sale shall not be
unreasonably withheld. The Consignor reserves its
right to require, as a condition to the assignment of
this Agreement by the Consignee, that the Consignee
guarantees the obligation of its assignee under this
Agreement.
Notwithstanding anything to the contrary, (i) under
no circumstances will the Consignee be liable for any
obligation regarding Shells delivered to an assignee
of the Consignee after the date of an assignment
consented by the Consignor, and (ii) the Consignor
shall have no obligation to deliver Shells to an
assignee of the Consignee.
As a condition precedent to the approval of any
assignment, the Consignor may require that the
assignee enter into a new consignment agreement with
the Consignor, under terms and conditions that are
satisfactory to the Consignor, which terms and
conditions may differ, in whole or in part, from the
terms and conditions contained in this Agreement.
9.1.2 an assignment by the Consignee for the benefit of its
creditors;
9.1.3 the established insolvency of the Consignee;
9.1.4 the institution of voluntary or involuntary
proceedings by or against the Consignee in bankruptcy
or under insolvency laws or a corporate
reorganization for receivership or for the winding-up
or dissolution of the distributorship;
9.1.5 the admitted insolvency of any partner of the
Consignee (if a partnership) or of any principal
stockholder (if a corporation);
9.1.6 the breach by the Consignee of any substantial
obligation assumed by it herein, if not remedied with
10 days after receipt of written notice by the
Consignor;
9.1.7 legal action against the Consignor by the Consignee
without giving a prior written notice of thirty (30)
days to the Consignor;
9.1.8 a Shell shall be subject to any security interest
securing the value of such Shell having priority over
the rights of the Consignor, which rights shall, at
all times until complete payment of a Shell by the
Consignee, be subject to a first priority security
interest;
9.1.9 the Consignee, in the Consignor's reasonable opinion,
has undergone a change which materially increases the
Consignor's risks under the Agreement.
9.2 The Consignor shall not be held liable to the Consignee for
any loss or damage of any nature whatsoever resulting from any
such termination either directly or indirectly, and the
Consignee hereby releases the Consignor from any such
liability.
9.3 Upon any termination of this contract, the Consignor may, at
its option:
9.3.1 declare all outstanding amounts specified herein as
required to be paid or to be assumed by the
Consignee, plus all reasonable attorney's fees to
become immediately due and payable;
9.3.2 enter the premises where the Shell may be found and
with or without demand or legal proceeding, take
possession of and remove the Shell, whereupon all
rights of the Consignee in the Shell shall terminate
absolutely (except for Consignor's payment obligation
pursuant to Section 4.16);
9.4 The Consignee acknowledges and agrees that any Consignment Fee
to be retained by the Consignor hereunder shall not be as a
penalty but as liquidated damages or partial payment thereof.
9.5 All remedies and rights of the Consignor contained herein are
cumulative and may to the extent permitted by law be exercised
concurrently or separately. No failure on the part of the
Consignor to exercise and no delay in exercising any right or
remedy herein shall operate as a waiver thereof, nor shall any
single or partial exercise by the Consignor of any right or
remedy herein preclude any other or further exercise thereof
or the exercise of any other right or remedy.
10. Assignments by the Consignor
10.1 The Consignor shall have the right to assign all or any part
of its rights hereunder. In such event, the assignee shall be
entitled to enforce the rights so assigned. The Consignee
agrees that it shall pay the Consignment Fee and all other
sums due by the Consignee hereunder directly to such assignee
after receipt of notice of such assignment and shall not be
subject to any defense or set-off.
10.2 The Consignee agrees that the Consignor may execute and
deliver chattel mortgages or other lien instruments upon the
Shell consigned hereunder, and that the Consignee's right
hereunder shall at all times be subject, junior and
subordinate in all respects, to the rights and remedies of the
holder of said liens provided that such holders shall comply
with the terms and conditions of the Agreement, and more
specifically, but without limitation, that the Consignee's
option to purchase under section 11 hereinafter shall remain
in force.
11. Consignee's Option to Purchase
11.1 Provided that this Agreement has not earlier terminated and
that the Consignee is not in default under the Agreement,
unless the Consignee agrees to purchase all of the Shells
under consignment with the Consignee, the Consignee has the
option to purchase, at any time during the term of this
Agreement, each Shell from the Consignor for the price
detailed in Schedule "A" attached to the Consignment Fee paid
to the Consignor at the date of purchase. The Consignee may
exercise this option by paying to the Consignor the purchase
price for one or more Shells; upon receipt thereof, the
Consignor shall deliver to the Consignee such instruments or
documents as may be necessary to evidence the Consignee's
free, clear and unencumbered title and ownership of such
Shells.
11.2 Should the Consignee exercise its option to purchase a Shell,
then, from the date of exercise of such option and until
complete payment for the Shell by the Consignee, the Consignor
shall have a first rank security interest on the Shell, sale
and insurance proceeds relating thereto, as well as on all of
the Consignee's books and records relating to the foregoing
(collectively referred to as the "Collateral"). The Consignee
acknowledges and agrees that the Consignor shall be entitled
to file its rights under such security interest in any
jurisdictions that it sees fit, and require that the Consignee
obtain from its secured creditors, if need be, any
subordination in favour of the Consignor, necessary in order
to enable the Consignor to maintain, at all times, until
complete payment by the Consignee, its first rank priority
over the Collateral.
12. Notice
Any notice, request or demand required or intended to be given by one
party to the other must be in writing and shall be deemed sufficient
and completed by delivery of the same personally or six (6) days after
mailing the same by Canadian or U.S. postage, registered or certified
mail, directed to the other party at the above specified address of
such party or such other address as may hereafter be designated in
writing.
13. Interpretation
13.1 The present Agreement shall be governed, construed,
interpreted, and executed according to the laws of the State
of Florida. The parties hereby agree and undertake that any
claims, demands, lawsuits, actions or proceedings of any
nature whatsoever, resulting of or relating to this Agreement,
shall be brought exclusively before a Court or a judge having
jurisdiction in Seminole County, State of Florida.
13.2 This Agreement is entered into by the Consignor in the City of
Ste Claire, Quebec, Canada, and by the Consignee in the City
of Cresco, Iowa, United States of America
13.3 The present Agreement shall inure to the benefit of, and be
binding upon the parties hereto their heirs, executors,
administrators, successors, and assigns.
14. Severability
If any provision of the Agreement is invalid or unenforceable under the
laws of the place where it is to be performed, the Consignor may elect
either to terminate the Agreement in its entirety, or to consider the
Agreement divisible as to such inoperative provision, and to continue
the remainder of this agreement in full force and effect as if such
provision had not been included herein.
15. Language
Il est de la volonte expresse des parties que le present Contrat de
Consignation, et tous les documents qui s'y rattachent, soient rediges
en langue anglaise, exception faite des documents pour lesquels la loi
exige l'usage exclusif du francais. It is the express will of the
parties hereto that this Consignment Agreement and any documents
relating hereto, other than those which by law must be written in
French, shall be drawn up in the English language.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
in duplicate, in the manner appropriate to each, at the place, day and year
first written above.
CONSIGNOR: PREVOST CAR INC.
BY: /s/ Rene Begin
---------------------------------
TITLE: Secretary
---------------------------------
WITNESS: /s/ Richard Sullivan
---------------------------------
CONSIGNEE: FEATHERLITE, INC.
BY: /s/ James S. Wooley
---------------------------------
TITLE: V.P., C.O.O.
---------------------------------
WITNESS:
---------------------------------
CONSIGMENT AGREEMENT
SCHEDULE "A"
In accordance with the provisions of a Consignment Agreement entered into as of
January _____, 2002 between Prevost Car Inc. ("the Consignor") and Featherlite,
Inc. ("the Consignee") the parties agree as follows :
1. Consigned Bus Shell
1.1 As hereinafter referred to, the Consignee has selected to hold
in consignment the following Shell (s), which Shell (s) will
be delivered to the Consignee on the delivery date, with the
specifications described in Appendix I; the Consignee agrees
and shall pay at the date of payment, to the Consignor, the
consignment fee agreed upon;
=============================================================================================
SHELL (S) SERIAL DELIVERY CONSIGMENT FEE DATE OF TOTAL VALUE
NUMBER DATE (U.S. FUNDS) PAYMENT
- ---------------------------------------------------------------------------------------------
1.1.1
- ---------------------------------------------------------------------------------------------
1.1.2
- ---------------------------------------------------------------------------------------------
1.1.3
=============================================================================================
2. Security Deposit
2.1 In addition to the Consignment Fee, the Consignee has
deposited with Consignor a deposit which is being held by the
Consignor to insure the Consignee's compliance with all the
terms and conditions of the Agreement.
3. Part of the Contract
3.1 This Schedule "A" is made part of the Consignment Agreement
with the same force and effect as if set forth in the
Consignment Agreement itself.
EXECUTED BY THE CONSIGNOR IN THE CITY OF STE-CLAIRE, PROVINCE OF QUEBEC, CANADA,
THIS ____ DAY OF ____________ 20___
PREVOST CAR INC.
BY:
---------------------------------
"The Consignor"
EXECUTED IN THE CITY OF CRESCO, STATE OF IOWA, UNITED STATES OF AMERICA, THIS
_____ DAY OF ______________ 20____.
FEATHERLITE, INC.
BY:
---------------------------------
"The Consignee"