EXHIBIT 10.99
TRANSFER AND ASSUMPTION 1001-2051
AGREEMENT ................
Account Number
[LOGO](R) This transfer and Assumption Agreement dated July 23, 1999 is entered
into by and between the undersigned transferor ("Transferor"), the undersigned
transferee ("Transferee"), Associates Leasing, Inc. ("Associates") and any
guarantor or endorser signing below.
On January 28, 1998, Transfer leased from Associates the following
described property (herein, with all present and future attachments,
accessories, replacement parts, repairs, additions, and all proceeds thereof,
referred to as "Property"):
One (1) Sky Trak Model 10042 Telescopic Handler, SN: 5197, with 10,000 lbs.
reach forklift, 72 inch carriage, 60 inch forks
and on that date executed a Lease (herein, with all amendments thereto, referred
to as the "Contract") evidencing the leasing of the Property for the aggregate
rent set forth therein, of which there now remains unpaid the sum of $62,522.10
("Unpaid Rentals") which is payable in 30 remaining installments as follows:
$62,522.10
For equal successive (a) $2,084.07 on August 1, 1999 and a like sum on the
monthly installments like date of each month thereafter until fully
paid, provided, however, that the final installment
of rent shall be in the amount of the remaining
Unpaid Rentals.
For other than equal (b)
successive monthly
installments:
The Contract and any guarantees and other documents executed in connection
with the Contract are herein collectively called the "Documents". Transferor has
advised Associates that Transferor desires to transfer to Transferee and that
Transferee desires to acquire Transferor's interest, as lessee, in the Property,
but Transferor is prohibited from doing so without first obtaining the written
consent of Associates to such transfer. Transferor has requested Associates to
consent to the transfer of Transferor's interest as lessee in the Property by
Transferor to Transferee. Associates has expressed its willingness to give its
written consent to such transfer provided that: (i) this Agreement is executed
by Transferor and Transferee and delivered to Associates; (ii) any guarantors
and/or endorsers of Transferor's obligations under the Contract (individually
and collectively called the "Guarantor") execute this Agreement or such other
consent and acknowledgment of the continuance of their obligations and
liabilities under the Documents as Associates may require; and (iii) the
ownership rights of Associates in the Property is and continues to be valid,
first, prior to all others and effective against all persons whether such
persons are claiming by, through or under Transferor, Transferee or any other
person.
NOW, THEREFORE, Transferor, for and in consideration of One Dollar and other
valuable consideration paid to Transferor by Transferee, hereby assigns to
Transferee, all of Transferor's interest as lessee in and to the Property,
subject to the terms, conditions and agreements hereof and of the Contract.
The Property will be kept at: 4411 S. 40th Street, D-11, Phoenix, Maricopa, AZ 84040
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(Street Address & City) (County) (State/Province & Zip Code)
Present location of the Property
1501 State Highway #168, Moapa, Clark, NV 89025
if different from the foregoing: -------------------------------------------------------------------
(Street Address & City) (County) (State/Province & Zip Code)
No oral Agreement, Guaranty, Promise, Representation or Warranty shall be
binding on Associates.
Each of the parties executing this Agreement acknowledges receipt of a copy
hereof.
The additional terms and conditions on the reverse side are a part of this
agreement.
IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the day and
year first above written.
TRANSFEROR Prestressed Products Incorporated TRANSFEREE Meadow Valley Contractors, Inc.
-------------------------------------------------- -------------------------------------------------
(Name of individual(s), corporation or partnership. (Name of individual(s), corporation or partnership.
Give trade style, if any, after name.) Give trade style, if any, after name.)
By: /s/ Kenneth D. Nelson Title Vice President By /s/ Kenneth D. Nelson Title Vice President
--------------------- -------------------- ---------------------------- --------------------
(If corporation, authorized officer must sign and (If corporation, authorized officer, must sign and show
show corporate title. corporate title.
If partnership, a general partner must sign. If owner(s) If partnership, a general partner must sign. If owner(s) or
or partner, show which.) partner, show which.)
4411 S. 40th Street, D-11
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(Street Address of Transferee)
Phoenix, MARICOPA, AZ 84040
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(City, COUNTY, State/Province and Zip Code)
Witnesses to
Transferee's
signature /s/ [ILLEGIBLE]^^ /s/ [ILLEGIBLE]^^
------------------------------------------- --------------------------------------------------------
(Witness) (Witness)
GUARANTOR GUARANTOR
or ENDORSER Meadow Valley Corporation or ENDORSER_____________________________________________
-----------------------------------------------
(Name of individual, corporation or partnership) (Name of individual, corporation or partnership.)
By /s/ Kenneth D. Nelson, V.P. By______________________________________________________
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(Individual guarantors must sign without titles. (Individual guarantors must sign without titles.
Sign simply "John Smith," not "John Smith, President.") Sign simply "John Smith," not "John Smith, President.")
Associates hereby consents to the above transfer and assumption pursuant to the
terms and conditions of the above agreement.
ASSOCIATES LEASING, Inc. By_________________________________
-----------------
(Authorized Representative)
(Additional terms and conditions of transfer and assumption agreement)
In consideration of the written consent of Associates, Transferee hereby:
promises to pay the Unpaid Rentals to Associates in accordance with the
schedule set forth on the face hereof; assumes all of the obligations and
liabilities of Transferor contained in the Contract as though Transferee was the
original lessee of the Property.
Transferor agrees that, notwithstanding the transfer referred to herein,
Transferor is in no way released from its obligations set forth in the Contract,
but is and shall continue to be firmly bound thereby.
Transferor and Transferee jointly and severally agree to pay the Unpaid
Rentals and to pay and perform all other obligations and liabilities under the
Contract.
Transferee agrees that no warranties have been made as to the Property by
Associates, that ASSOCIATES MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE QUALITY, WORKMANSHIP, DESIGN, MERCHANTABILITY, SUITABILITY OR
FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, OR ANY OTHER REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED and that Associates shall not under
any circumstances be liable for any loss or damage whatsoever including, without
limitation, loss of anticipatory profits or for consequential damages.
Transferor and Transferee agree to promptly cause such actions or
procedures to be taken as are required or permitted by statute or regulation to
accomplish such transfer and to protect Associates ownership of the Property,
including, without limitation, filing financing statements, recording documents,
and obtaining Certificates of Title (to the extent permitted by law), Associates
assuming no responsibility therefor.
Guarantor consents to the above transfer, and agrees that such transfer
shall not affect its obligations and liabilities under the Documents, which
obligations and liabilities shall remain in full force and effect. Transferor
and Guarantor each consents that Associates may, without notice to any of them
and without affecting any of their obligations and liabilities hereunder and/or
under the Documents, elect any remedy, and compound or release any rights
against Transferee or any other persons obligated under the Documents, and
release all or any part of the Property, on terms satisfactory to Associates, by
operation of law or otherwise, and settle, compromise or adjust any and all
rights against and grant extensions of time or payment to Transferee or any
other persons obligated under the Documents.