EXHIBIT 10.11
PACCAR
FINANCIAL SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT
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SELLER BUYER
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MICHIGAN KENWORTH, INC NAME RUGGED LINER, INC.
PLACE OF 7393 Expressway Court SW STREET 951 Aiken Road
BUSINESS Grand Rapids, MI 49548-7967 ADDRESS Owosso, MI 48867
MAILING 7393 Expressway Court SW MAILING 951 Aiken Road
ADDRESS Grand Rapids, MI 49548-7967 ADDRESS Owosso, MI 48867-
Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.
Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.
Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash
price indicated, but that the Buyer has chosen to purchase on the terms and
conditions of this Contract.
DESCRIPTION OF VEHICLE - COLLATERAL (FOR SECURITY PURPOSES: only)
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YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE
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DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
Total: $485,768.95
DESCRIPTION OF TRADE-IN EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO
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DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING 0.00 0.00
ITEMIZATION OF AMOUNT FINANCED
TOTAL CASH PRICE: Cash Price $485,768.95
Sales Tax $0.00
Title Fee $0.00
1. TOTAL CASH PRICE $485,768.95
DOWN PAYMENT: Net Trade-in $0.00
Cash $97,153.79
2. TOTAL DOWN PAYMENT $97,153.79
3. UNPAID CASH PRICE (1-2) $388,615.16
4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B) $0.00
FEES: (Itemize) 5A. Official Fee(s) $0.00
5B. Document Preparation Fee $295.00
1
5. TOTAL FEES (5A+5B) $295.00
6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5) $388,910.16
7. Finance Charge - (Time Price Differential-(Section 17)) $84,174.84
8. CONTRACT BALANCE (TIME BALANCE) (6+7) $473,085.00
9. TOTAL TIME SALE PRICE (1+4+5+7) $570,238.79
Page 1 of 4 of Security Agreement dated on or about November 11, 2002 between
Rugged Liner, Inc. (Buyer) and MICHIGAN KENWORTH, INC. (Seller) which includes,
without limitation, an item of Collateral with the following Vehicle
Identification Number 1XKAD69X33J390008
2
PACCAR
FINANCIAL SECURITY AGREEMENT
RETAIL INSTALLMENT CONTRACT
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PAYMENT SCHEDULE
THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE Seller OR HIS ASSIGNEE BASED ON
THE FOLLOWING SCHEDULE
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First Installment No. of Installments Amount Each First Installment No. of Installments Amount Each
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1. December 11, 2002 60 $7,884.75
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INSURANCE
4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.
PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.
4B. CREDIT LIFE. CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.
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I DESIRE: INSURANCE COMPANY TERM . PREMIUM
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N/A CREDIT LIFE INSURANCE N/A N/A $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE N/A N/A $0.00
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Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
item 4.
AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A+4B) $0.00
BUYER REPRESENTS AND WARRANTS
The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use.
The Collateral will be titled in the state of MI.
Buyer's chief place of business is located at STREET 951 Aiken Road
CITY Owosso
COUNTY Shiawassee
STATE MI
ZIP CODE 48867
Buyer will immediately notify Seller in writing of any change in the above
address or location. This contract is entered into in the State of Michigan and
is governed by its laws.
DELINQUENCY CHARGE
For each installment not paid when due, Buyer agrees to pay Seller a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the period of
delinquency or, at Seller's option, 5% of such installment, provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate Buyer
can legally obligate itself to pay and/or Seller can legally collect.
Page 2 of 4 of Security Agreement dated on or about November 11, 2002 between
Rugged Liner, Inc. (Buyer) and MICHIGAN KENWORTH, INC (Seller) which includes,
without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKAD69X33J390008
3
PACCAR
FINANCIAL SECURITY AGREEMENT
RETAIL INSTALLMENT CONTRACT
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1. CERTIFICATE OF TITLE - LIENS.
Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness
and performs all other obligations under this Contract. Buyer promises not to
give any other party a lien or security interest in the Collateral without
Sellers written Consent. Buyer promises not to part with possession of, sell or
lease the Collateral without Sellers written approval. Buyer hereby
(a) agrees that from time to time, at the expense of the Buyer, Buyer will
promptly execute and deliver all further instruments and documents, and take
all further action that may be necessary or desirable, or that Seller may
request, in order to perfect or protect any security interest granted or
purported to be granted hereby or to enable Seller to exercise and enforce its
rights and remedies hereunder with respect to any Collateral, and
(b) grants to Seller the power to sign Buyers name and on behalf of Buyer to
execute and file applications for title, transfers of title, financing
statements, notices of lien and other documents pertaining to any or all of the
Collateral.
2. ASSIGNMENT.
Seller has the right to assign this Contract to PACCAR Financial Corp. If
Seller does assign it, PACCAR Financial Corp. will take all of the Sellers
right, title and interest under this Contract (including Sellers interest in
the Collateral). Thereafter, the term "Seller" in this contract shall mean
PACCAR Financial Corp. This means, among other things, that Buyer will be
required to make the payments under this Contract directly to PACCAR Financial
Corp. Buyer agrees that if Seller assigns this Contract, and PACCAR Financial
Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or
to enforce any of Buyers other obligations to PACCAR Financial Corp., Buyer
will not assert any claim or defense Buyer has against Seller as a claim,
defense, or setoff against PACCAR Financial Corp.
3. INSURANCE
Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date.
If the Collateral is lost or damaged, Seller shall have full power to collect
any or all insurance proceeds and to apply them as Seller chooses either to
satisfy any obligation secured by this Contract (whether or rot due or
otherwise matured), or to repair the Collateral. If Buyer obtains insurance
from a company Seller has not approved, or fails to obtain any insurance,
Seller may (but does not have to) obtain any insurance Seller desires to
protect its interests. If Seller does so, Buyer shall reimburse Seller upon
demand for its expenses. Seller shall have no liability at all for any losses
which occur because no insurance has been obtained or the coverage of the
insurance which has been obtained is incomplete.
4. TAXES.
Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.
5. USE OF COLLATERAL
Buyer agrees to keep the Collateral in good repair, to prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Sellers
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against. Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Sellers request
6. EXPENSES PAID BY SELLER
Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyers obligation to pay the expenses shall be
secured by this Contract.
7. TRADE-INS.
If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, the title conveyed
is good and its transfer rightful, and that the property is delivered free from
any security interest or other lien or encumbrance.
8. NO WARRANTY.
If the Vehicle is new, there is no warranty other than that of the manufacturer.
If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS".
SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER THERE ARE NO OTHER WARRANTIES
EXPRESS OR IMPLIED.
9. ADDITIONS TO COLLATERAL.
Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral, shall
constitute "Additions & Accessions" and shall be subject to Sellers security
interest. All Additions & Accessions must stay with the Collateral if it is
repossessed or returned to Seller.
10. DEFAULT.
Time is of the essence in this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following:
(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes, insurance premium, or other obligation secured by this
Contract or under any other instrument or agreement;
(b) Buyer fails to perform any of Buyers obligations under this Contract
(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the credit
secured by the Contract turns out to be false;
(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;
(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;
(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;
(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or
(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damage, a destruction.
11. REMEDIES.
If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer.
(a) Declare this Contract to be in default;
(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but riot
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives: and
(c) Exercise all of the rights and remedies of a secured party under the Uniform
Commercial Code and any other applicable laws.
In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:
(a) On Sellers demand, Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonably convenient to both parties.
(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with law.
(c) Seller shall give Buyer at least ten (10) days written notice of any sale of
the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.
(d) Expanse of retaking, holding, preparing for sale, selling and the like shall
include, to the fullest extent permitted by law,
(i) the fees of any attorneys retained by Seller, and (ii) all otter legal
expenses incurred by Seller.
(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition of the Collateral after default.
12 NO WRONGFUL POSSESSION.
Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it, Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest Seller agrees to make any such property available for Buyer to
take back at a place reasonably convenient to both parties.
13. VARIATIONS OF CONTRACT.
No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Sellers acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver of
any default shall operate as a waiver of any other default
14. ENTIRE AGREEMENT: SEVERABILITY.
This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.
Page 3 of 4 of Security Agreement dated on or about November 11, 2002 between
Rugged Liner, Inc. (Buyer) and MICHIGAN KENWORTH, INC (Seller) which include,
without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKAD69X33J390008.
4
PACCAR
FINANCIAL SECURITY AGREEMENT
RETAIL INSTALLMENT CONTRACT
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15. BAD CHECKS
Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored for
lack of funds or credit to pay the item, or because the account has been closed,
or for any other reason, Seller or its assigns will assess and Buyer will
promptly pay a $50 fee per dishonored item, or the maximum amount allowed by
applicable state law, if lower.
16. CROSS COLLATERAL.
Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee of
Seller, now existing or hereafter arising, whether under this Contract or any
other agreement and whether due directly or by assignment; provided, however,
upon any assignment of the Contract by Seller, the assignee shall be deemed, for
the purpose of this paragraph, the only party with a security interest in the
Collateral.
17. TIME PRICE DIFFERENTIAL.
The parties agree that during the term of the Contract, the effective daily Time
Price Differential ('TPD") shall be based on an interest rate equal to 8.00%
percent per annum, compounded daily on the unpaid balance ("Buyer's Rate"). The
TPD due each month shall be equal to the sum of the daily TPDs for the month.
Based a the Buyer's Rate and assuming that all payments are timely made, the
aggregate TPD will be $84,174.84. Early or late payments over the term of the
Contract will cause the actual aggregate TPD, the Time Balance and Total Tune
Sale Price to be different than disclosed. Any delay in payment could cause
those amounts to be greater than disclosed, resulting in a larger final or
"balloon" payment. Early payments could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. In no event shall Buyer be required to pay interest in excess of
the maximum rate allowed by law of the state having jurisdiction over the
transaction. The intention of the parties is to conform strictly to applicable
state usury laws, which may reduce the Buyers Rate to the maximum amount allowed
under such usury laws now or hereafter in effect.
18. FINANCIAL INFORMATION.
Buyer agrees to furnish Seller promptly with any financial statements or other
information which seller may reasonably request from time to time. Any and all
financial statements will be prepared on a basis of generally accepted
accounting principles, and will be complete and correct and fairly present
Buyer's financial condition as of the date thereof. Seller may at any
reasonable time examine the books and records of Buyer and make copies thereof.
19. CHATTEL PAPER.
This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no
force and effect. No assignee or secured party other than PACCAR Financial Corp.
will under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp. assign its
interest received hereunder.
20. PREPAYMENT FEE.
Buyer shall have the right to prepay all or part of the principal indebtedness
due under this Contract at any time. In consideration of such prepayment right,
and as compensation to Seller for the loss of the benefit of its bargain,
unless prohibited by applicable state law. Buyer shall also pay to Seller a
percentage of the amount of the principal indebtedness being prepaid equal to
1/12 of 1% (.00083) multiplied by the number of full months remaining in the
term of the Contract or the maximum rate allowed under applicable state law, if
lower.
21. MISCELLANEOUS.
(a) This Contract shall be binding, jointly and severally, upon all parties
described as the "Buyer" and their respective heirs, executors,
representatives, successors and assigns and shall inure to the benefit of PFC,
its successors and assigns.
(b) This Contract and any other evidence of the indebtedness given in
connection herewith may be assigned by Seller to a third party without notice
to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint
by Buyer against any assignee, agreeing that Seller shall be solely responsible
therefor.
c) Buyer acknowledges receipt of a true copy of this contract, and waives
acceptance hereof.
NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS NOT
INCLUDED UNDER THIS CONTRACT.
NOTICE TO BUYER
1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK
SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT A
TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN
BEFORE BEING SIGNED.
SELLER: MICHIGAN KENWORTH, INC. BUYER: Rugged Liner, Inc.
TAX ID: 38-3330167
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BY: Brian L. Arens, Vice President BY: Gregory T. Strzynski CFO
DATE: November 11, 2002 DATE: November 11, 2002
BY: TITLE:
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DATE: November 11, 2002
Page 4 of 4 of Security Agreement dated on or about November 11, 2002 between
Rugged Liner, Inc. (Buyer) and MICHIGAN KENWORTH, INC (Seller) which includes,
without limitation, an item of Collateral with the following Vehicle
Identification Number. 1XKAD69X33J390008.
5
PACCAR
FINANCIAL SECURITY AGREEMENT
RETAIL INSTALLMENT CONTRACT
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SELLER'S ASSIGNMENT
FOR VALUE RECEIVED, Seller identified on the face of this Security Agreement -
Retail Installment Contract (the "Contract") hereby sells, transfers, and
assigns to PACCAR Financial Corp., its successors and assigns (collectively
"Assignee") all of Sellers right, title and interest under, in and to the
Contract (including collateral therein described), guaranties of Buyer's
obligations, and insurance policies and proceeds thereunder. This Assignment is
subject to acceptance by Assignee at its offices, as indicated, and is further
subject to the provisions of any underlying agreement between Seller and
Assignee respecting acquisition of installment paper (the "Limited Liability
Agreement").
In any event, if any of the following representations or warranties is untrue,
Seller unconditionally agrees to repurchase from Assignee, upon demand, the
Contract, and pay Assignee in cash the balance remaining unpaid thereunder plus
any expenses of collection, repossession, transportation and storage, and
attorney's fees and court costs incurred by Assignee, less any customary refund
by Assignee of unearned finance charges. In addition, Seller agrees to
indemnity Assignee for any loss or expense sustained by reason of any claim or
defense Buyer may have against Seller.
Seller represents and warrants to Assignee that
(1) The property or services described in the Contract are accurately described
therein, have been delivered to and accepted by Buyer under a bona fide
deferred payment transaction as indicated in the Contract, and that all
obligations of Seller to Buyer respelling sale and delivery of property or
services have been fully performed;
(2) Any down payment reflected in the Contract has been received, and that the
Time Balance is absolutely owing and payment thereof is not subject to any Buyer
defense, counterclaim, setoff or deduction known to Seller;
(3) Seller has no reason to believe that any statement, representation or
warranty of the Buyer or any guarantor, whether made in the Contract or in
connection with Seller's extension of credit, is incorrect in any material
respect, nor has Seller any knowledge of any facts impairing the validity of the
Contract or diminishing its value;
(4) Insurance in such amounts and of such coverage as is required by the
Contract is effective in respect of property described in the Contract, and
that Assignee's lienholder interest is fully protected by such insurance;
(5) The Contract is the entire agreement of Seller and the Buyer thereunder, has
been acquired in the regular course of Seller's business, and that it and any
guaranty thereof each is valid and genuine in all respects and is legally
enforceable against an entities and all persons by whom it purports to have been
executed; and that Seller has good and valid title thereto and full right and
authority to sell the Contract and the security interest created thereby to
Assignee hereunder;
(6) The security interest created by the Contract constitutes a first rank lien
upon the properly described therein; that such security interest and this
Assignment thereof to Assignee have been duly perfected as required by
applicable law (except insofar as issuance of any Certificate of Title with
Assignee's lien notation thereon is presently pending following due application
made therefor); and that the Contract and property therein described are free of
all other liens or encumbrances;
(7) The Contract has been validly transferred to Assignee, that no part of the
indebtedness represented thereby is past due, and that no default exists on the
part of the obligor thereunder, and that all legal requirements of any
jurisdiction applicable to the transaction from which the Contract originated,
and applicable to the Contract and the Assignment, have been satisfied.
In addition to any liability of Seller under the foregoing Assignment,
Seller shall have the following liability to Assignee under the Limited
Liability Agreement:
_____ Non-Recourse
_____ Limited Liability - Percentage of Contract Payoff ______%
_____ Limited Liability, as defined in the Limited Liability
Agreement
_____ Limited Liability, Other
_____ Full Recourse: If Buyer fails to pay any payment on the
Contract when due, or if Buyer is otherwise in default under
the terms of the contract, or if Buyer or Seller becomes
insolvent or makes assignment for the benefit of creditors, or
if a petition for a receiver or in bankruptcy is filed by or
against Buyer or Seller, then in any of such events Seller
will, without requiring Assignee to proceed against Buyer or
any other person or any security, repurchase the Contract on
demand and pay Assignee in cash the balance remaining unpaid
thereunder plus any expenses of collection, repossession,
transportation and storage, and reasonable attorney's fees and
court costs incurred by Assignee, less any customary refund by
Assignee of unearned finance charges. Seller waives all rights
arising under the Limited Liability Agreement relating to any
failure on the part of Assignee to obtain possession within 180
days.
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PACCAR
ASSIGNMENT: The foregoing contract is hereby assigned under the ACCEPTANCE: The foregoing assignment is hereby accepted
of the "Seller's Assignment" above PACCAR Financial Corp.
MICHIGAN KENWORTH, INC
SELLER
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BY: BY:
TITLE:
----------------------------------------------------
DATE:
Seller's Assignment for the Security Agreement dated on or about November 11,
2002 between Rugged Liner, Inc. (Buyer) and MICHIGAN KENWORTH, INC (Seller)
which includes without limitation, an item of Collateral with the following
Vehicle Identification Number. 1XKAD69X33J390008.
7
PACCAR
FINANCIAL SECURITY AGREEMENT
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SCHEDULE E: EQUIPMENT LISTING
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This Schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated November 11, 2002 by and between MICHIGAN KENWORTH,
INC ("Seller") and Rugged Liner, Inc. ("Buyer") covering the equipment as
described below:
DESCRIPTION OF PURCHASED EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRCE/VHCLE
2003 Kenworth T600 1XKAD69X33J390008 New $97,153.79
2003 Kenworth T600 1XKAD69X53J390009 New $97,153.79
2003 Kenworth T600 1XKAD69X13J390010 New $97,153.79
2003 Kenworth T600 1XKAD69X33J390011 New $97,153.79
2003 Kenworth T600 1XKAD69X53J390012- New $97,153.79
TOTAL $485,768.95
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DESCRIPTION OF TRADE-IN EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF- PAYOFF DUE TO
Total: $0.00 $0.00
SELLER: MICHIGAN KENWORTH, IN BUYER: Rugged Liner, Inc.
TAX ID: 38-3330167
BY: BY: Gregory T. Strzynski, CFO
DATE: November 11, 2002 DATE: November 11, 2002
BY: __________________________TITLE:_______________________
DATE: November 11, 2002
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PACCAR
FINANCIAL SECURITY AGREEMENT GUARANTY
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Reference is made to the Security Agreement-Retail Contract ("Contract") dated
November 11, 2002 between MICHIGAN KENWORTH, INC ("Seller") AND RUGGED LINER,
INC. ("Buyer").
For valuable consideration, the receipt of which is hereby acknowledged, and to
induce Seller to enter into the Contract, Guarantor (meaning all undersigned
Guarantors, if more than one, jointly and severally) hereby unconditionally
guarantees to Seller and its assigns, regardless of the enforceability of the
Contract, or any other circumstances which might affect the liability of
Guarantor that (f) all Buyers indebtedness under the Contract ("Debt"),
including without limitation each installment thereof, will be paid in full when
due, WHETHER at stated maturity or maturity by acceleration or otherwise, in
accordance with the terms of the Contract, and in case of any extension of
time of payment or renewal of any of the Debt, it will be paid in full when due
in accordance with the terms of such extension or renewal, whether at stated
maturity or maturity by acceleration or otherwise. Failing payment when due of
any amount so guaranteed for whatever reason, Guarantor will be obligated to pay
such amount immediately, regardless of whether Seller has proceeded against
Buyer or the Collateral (as defined in the Contract). Guarantor hereby waives
notice of and consents to any extensions of the time of payment, renewals,
releases of Collateral, or other indulgence from time to time granted to Buyer
in respect of any or all of the Debt. Guarantor hereby waives demand of payment,
presentation, protest, notice of sale or other disposition or release or other
handling of the Collateral, and all other notices and demands whatsoever
respecting the Debt or the Collateral. This Guaranty shall bind the Guarantor
and the estate of Guarantor- This Guaranty shall be automatically reinstated if
for any reason any payment in respect of Debt shall be rescinded or must
otherwise be restored, whether as a result of proceedings in bankruptcy or
otherwise. Any of the undersigned Guarantors, if more than one, and any other
party liable in respect of the Debt may be released without affecting the
liability of any undersigned Guarantor or Guarantors not released. Seller may
assign this guaranty to PACCAR Financial Corp., and if it does, PACCAR Financial
Corp. shall have the same rights and remedies as if originally named here in
place of Seller. Guarantor hereby waives notice of acceptance of this guaranty.
Guarantor hereby irrevocably waives and renounces any right or claim Guarantor
would otherwise have against Buyer, whether by way of indemnification,
subrogation, exoneration, right of reimbursement, contribution or otherwise, as
a consequence of Guarantors making any payment under this Guarantee.
Dated this 11TH DAY OF NOVEMBER 2002
CORPORATE GUARANTOR TAX ID ADDRESS PHONE
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SPORTS RESORTS INTERNATIONAL, INC. 951 Aiken Road
38-3262264 OWOSSO, MICHIGAN 48867 (989)725-8354
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By: Gregory T. Strzynski, CFO
CERTIFICATE
I, the undersigned, hereby certify that I am the duly elected, qualified,
and acting Secretary and keeper of the corporate records and seal of (the
"Corporation"), a corporation organized and in good standing under the laws of
Michigan and further certify as follows:
(1) That the following is a true and complete copy of certain resolutions
duly adopted at a meeting of the Board of Directors of the Corporation held on
November 8, 2002, at which a quorum was present and voting throughout, which
resolutions remain in FULL force and effect without modification and do not
contravene or conflict with the By-laws, Articles of Incorporation, or any
contractual undertaking of the Corporation:
"RESOLVED, that the Guaranty by this corporation of the obligations of
Rugged Liner, Ink. to PACCAR Financial Corp. and its successors and assigns
under a retail installment contract executed or to be executed between the
aforementioned parties and any assignment thereof be, and it hereby is,
authorized or ratified, as the case may be; and be it"
'FURTHER RESOLVED, that the authority of Gregory Strzynski, the CFO of this
corporation, to execute and deliver any instrument evidencing the aforementioned
Guaranty be, and it hereby is, conferred or ratified, as the case may be."
(2) That the person whose name appears above is the duly elected or
appointed officer or employee of the Corporation holding the office or title
indicated.
WITNESS my hand and the seal of the Corporation affixed this 11th day of
November, 2002.
(Corporate Seal)
Ted M. Gans
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