Debtor's Copy
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[LOGO OF THE ASSOCIATED
GENERAL CONTRACTORS CONVEYOR SALES COMPANY
OF AMERICA APPEARS HERE] 425 S. 48TH STREET
Phoenix, Arizona 85034
Phone: 602-273-1455 Fax: 602-273-1457
CONDITIONAL SALES CONTRACT AND SECURITY AGREEMENT
This Conditional Sales Contract and Security Agreement is made this 18th day of
December, 1996 between MEADOW VALLEY CONTRACTORS, INC. hereafter referred to as
"Debtor" and Conveyor Sales Company, an Arizona Corporation, hereafter referred
to as "Seller". Debtor hereby grants to Seller a security interest in the
personal property described in Exhibit "A" hereto, together with all attachments
replacements, substitutions, additions, and proceeds.
For Mailing, Billing, and Notice Purposes, the following Addresses, Phone
Numbers and Facsimile Numbers shall be used:
For Debtor: For Seller:
Meadow Valley Contractors, Inc. Conveyor Sales Company
4411 South 40th Street., Suite D-11 425 S. 48th Street
Phoenix, AZ 85040 Phoenix, Arizona 85034
Attention:_____________________________________ Attention: Paul C. Helmick
Phone:_________________________________________ Phone: 602-273-1455
Fax:___________________________________________ Fax: 602-273-1457
Seller has sold the personal property described in Exhibit "A" to this Agreement
to Debtor. The personal property described in Exhibit "A" shall at all times
remain personal property and shall be located at Moapa, Nevada during the term
of this Agreement. The personal property described in Exhibit "A" shall be
hereafter referred to as "Equipment".
The Equipment is to be used for only business, commercial or farming use.
The agreed total purchase price to be paid for the Equipment exclusive of
interest is $33,180.00.
Debtor has made a down payment of $ZERO.
The agreed balance owed by Debtor after application of the down payment is
$33,180.00.
The balance owed by Debtor shall be paid for a maximum period of 36 months as
follows:
1. Interest Rate: Monthly payments of $921.67 or more per month plus monthly
interest based on a 360 day year at the rate equal to 10.0%.
In the event that Norwest Bank Arizona ceases to publish its "Prime Lending
Rate" a comparable reference rate of interest shall apply during the term of
this Agreement.
Seller shall notify Debtor in writing of the interest rate which shall apply to
a particular month's payment. The interest rate for the first monthly payment
shall be at 10.0% per annum.
2. Due Date of Payments: Monthly payments shall be due and payable at the
office of Seller on or before the 18th day of each calendar month which date
shall hereafter be referred to as the "due date". The first monthly payment
under this Agreement shall be due on January 18, 1997.
3. Delinquent Payments: In the event that Seller receives a payment 5 days
after its due date, there shall be added a late charge of 5% of the monthly
payment amount due.
In the event that a payment remains delinquent 15 days after its due date, the
interest rate due from Debtor shall be increased from the amount specified in
paragraph 1 by 5% or the interest rate shall be increased to the maximum rate
allowed by Arizona State law for business or commercial loans, whichever rate is
greater.
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Example: The interest rate specified in paragraph 1 is 9% per annum. A monthly
payment remains delinquent 15 days after its due date. In such event, the
interest rate would be increased to 14% per annum. In the event that the
interest rate permitted under Arizona State Law for business or commercial loans
was 18% per annum, the interest rate would be increased to 18%.
In the event that the interest rate permitted under Arizona State Law for
business or commercial loans was 12% per annum, then the interest rate would be
increased to 14% per annum.
4. Disputes: Should any dispute arise between Seller and Debtor, the parties
agree to negotiate such dispute in good faith. If the parties are unable to so
resolve such dispute, the dispute shall be submitted to binding arbitration.
The arbitration shall be conducted in Phoenix, Arizona under the rules and
procedures of the American Arbitration Association as soon as is practicable
after notice to arbitrate has been given in writing from one party to the other.
The decision of the arbitrator shall be dispositive of the dispute and shall be
binding on the parties. The arbitrator's award against the non-prevailing party
shall include an award of any attorney's fees and costs incurred in preparation
for and completion of such arbitration.
The decision of the arbitrator may be registered as a judgment against the
non-prevailing party in the county and state of domicile of the non-prevailing
party.
5. Title to Remain In Seller: No title to the Equipment shall pass to the
Debtor except as provided in this paragraph. Seller reserves a purchase money
security interest in the Equipment until all sums due under this Contract are
fully paid in cash and until all of the terms and conditions of this Contract
are fully performed by Debtor.
Upon the full performance of all of the terms and conditions of this Contract,
title to the Equipment shall pass to Debtor.
6. Condition of Equipment: Debtor agrees that Debtor has inspected the
Equipment and has approved the condition of such Equipment "AS IS" and "WHERE
IS".
Debtor acknowledges and agrees that Seller has made no representations of any
kind or sort regarding the condition of the Equipment, its merchantability, its
fitness for a particular purpose, nor its fitness for Debtor's Use.
7. Liability of Debtor: Debtor's liability under this Contract shall not be
reduced, diminished, or affected by any of the following:
a. Loss, Injury, or Destruction of the Equipment.
b. Transfer, Renewal, Extension, or Assignment of this Contract.
c. Any defects either actual or alleged in the Equipment including its
lack of merchantability, its fitness for a particular purpose, or its
fitness for Debtor's Use.
8. Assignment of Contract By Seller: Seller may assign this Contract. Upon
assignment, Seller's assignee shall have all of the rights of Seller in and
to this Contract.
Debtor shall not transfer any interest in this Contract nor in the Equipment
without the written consent of Seller or Seller's assignee. Debtor shall not
place the Equipment for hire or allow use of such Equipment by third parties
without the written consent of Seller or Seller's assignee.
9. Insurance: The Debtor shall keep the Equipment insured for liability and
against loss of any kind for the full insurable value of such Equipment. The
insurance shall be placed with an insurance company acceptable to Seller. Such
policy shall have a loss payable to the seller and the Debtor as their interests
may appear. Debtor hereby assigns to Seller any interest Debtor may have to any
insurance proceeds. Debtor hereby authorizes Seller to make any settlement or
compromise with such insurance carrier.
10. Obligations of Debtor under this Contract: Debtor agrees that Debtor has
the following obligations under this Contract:
a. To make all payments called for in this Contract in a timely manner.
b. To keep the Equipment free from all liens, taxes, encumbrances,
attachments, levies or legal process.
c. To keep the Equipment insured in conformance with the provisions of
paragraph 9 herein.
d. To provide proof to Seller in form satisfactory to Seller, and at such
times as Seller shall require, that Debtor has paid all taxes and
insurance premiums as they become due.
e. To keep the Equipment in good working order and repair and to preserve
the condition of such Equipment at all times during the term of this
Contract.
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f.To use the Equipment for only legal purposes and to operate such
Equipment in conformance with all rules, regulations, and operating
standards issued by any governmental entities having authority over the
operation of such Equipment.
g.To obtain the written permission of Seller or Seller's assignee before
moving or relocating the Equipment from the agreed location of the
Equipment shown on page 1 of this Contract.
11.Default: The following events shall constitute a default under the terms of
this Contract:
a.Debtor fails to fulfill any of its obligations under the terms of this
Contract.
b.Debtor becomes insolvent.
c.Debtor files or is placed into Bankruptcy.
d.Debtor makes a general assignment for the benefit of creditors or a
Receiver is appointed for Debtor.
e.Debtor makes a material misrepresentation to Seller about its financial
condition, the operation, condition, or maintenance of the Equipment.
f.Debtor takes such actions or omits such actions so as to give reasonable
cause to Seller to believe that the Equipment is in danger of misuse,
removal, concealment, or confiscation.
12.Rights of Seller Upon Default: In the event of default by Debtor, Seller or
Seller's assignee shall have all of the rights of a secured party of an unpaid
Seller of goods under the Uniform Commercial Code of Arizona and other
applicable Arizona state laws.
Such rights shall include the right of Seller to require Debtor to assemble the
Equipment and make it available to Seller at a place designated by Seller.
The laws of the State of Arizona shall apply to this Contract.
13.No Waiver of Default: Debtor agrees that time is of the essence for this
Contract.
The following shall not be deemed to be a waiver of any of Seller's rights under
this Contract nor shall the following be deemed to be a waiver of Seller's right
to strictly enforce the terms of this Contract:
a.The acceptance by Seller or Seller's assignee, after default by Debtor,of
any payment.
b.The acceptance by Seller or Seller's assignee, after default by Debtor,of
any other performance by Debtor.
c.The failure of Seller or Seller's assignee to promptly enforce the terms
of this Contract.
This Contract cannot be modified except by a written modification signed by both
Seller and Debtor. This Contract cannot be modified by the course of conduct or
dealings between Seller and Debtor.
EXHIBIT "A" TO CONDITIONAL SALES CONTRACT AND SECURITY AGREEMENT
BETWEEN CONVEYOR SALES COMPANY as SELLER
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AND Meadow Valley Contractors, Inc.
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as DEBTOR
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Description of Personal Property ("Equipment") being sold and in which a
Security Interest is Granted:
1. 36" x 60" Channel Conveyor (9-36-7511AA) w/Marathon 20hp motor (9M20M-370)
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& Leroy Somer 215 Reducer (19153040/001), valued @ 12,500.00. Less 10%
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2. 30" x 84" Lattice Conveyor (9-30-7284AA), w/Westinghouse 20hp motor
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(9M20W-321) & Leroy Somer 215 Reducer (794313/023)w/Carrier (9-2496AA),
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valued @ $23,700.00 Less 10% Freight = $600.00
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CONVEYOR SALES COMPANY MEADOW VALLEY CONTRACTORS, INC.
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BY: [SIGNATURE APPEARS HERE] (President) BY: /s/ Kenneth D. Nelson
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(Seller) (Debtor)
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