Exhibit
10.1


 


Ford Motor Company


 


FORD AUTHORIZED


 


CONVERTER POOL AGREEMENT


 


THIS
AGREEMENT is made this first day of Nov 1, 2010 (the “Effective Date”) between
Supreme Indiana Operations, Inc with its principal place of business at
2581 E. Kercher Road, Goshen, Indiana 46528 (“Manufacturer”) and Ford
Motor Company, a Delaware corporation with its principal place of business at
The American Road, Dearborn, Michigan 48126 (“Ford”) (the “Agreement”).


 


WHEREAS,
Ford is engaged in the business of manufacturing and marketing completed and
incomplete motor vehicles, including Ford trucks and Ford truck chassis (“Vehicles”)
and Ford sells such Vehicles to its authorized Ford Lincoln and Mercury dealers
(“Authorized Ford Dealers”); and


 


WHEREAS,
Manufacturer, as a final stage manufacturer, is engaged in the business of
manufacturing and marketing modified completed vehicles and in the installation
of special bodies and equipment on or in incomplete Vehicles, which
installations include improvements, modifications, additions and changes
(collectively, the “Modifications”) (all of which vehicles, as modified by
Manufacturer, are referred to herein as “End Products”); and


 


WHEREAS,
certain Authorized Ford Dealers desire to purchase the End Products and as
such, purchase the Vehicles from Ford and the Modifications from the
Manufacturer; and


 


WHEREAS,
the price and terms and conditions of purchase of the Modifications from the
Manufacturer are governed by agreement between the Manufacturer and the
Authorized Ford Dealer, and Ford has no liability, obligation or responsibility
with respect to the Modifications; and


 


WHEREAS,
the parties to this Agreement (the “Parties”) desire to provide for
Manufacturer to maintain Vehicles at Manufacturer’s location, at no charge to
Manufacturer, for no more than 90 days, so as to facilitate the business
operations of Ford, its Authorized Ford Dealers and Manufacturer, and so as to
accommodate the production schedules of Ford and Manufacturer to the extent
feasible, and Ford is willing to deliver such Vehicles on bailment to
Manufacturer and Manufacturer is willing to accept delivery of these Vehicles
from Ford, subject to the terms of this Agreement; and


 


1

















 


WHEREAS,
if there is no purchaser for the End Product after 90 days from Commencement of
Bailment (as defined herein), Manufacturer shall pay Storage Charges (as
defined herein) to Ford as set forth herein; and


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises hereinafter
contained, the Parties agree as follows:


 


1.     BAILMENT


 


Ford and Manufacturer agree that this Agreement
shall constitute a bailment of the Vehicles ordered by Manufacturer from Ford (“Bailment”).
Such Vehicles shall be held by Manufacturer as bailee of the Vehicles in
accordance with the terms and conditions of this Agreement.


 


2.     FINAL STAGE MANUFACTURER


 


Manufacturer, as a final stage manufacturer, shall
enter into a separate agreement with Authorized Ford Dealer for the price and
terms and conditions of the purchase by Authorized Ford Dealer for the
Modifications and Ford shall have no liability, obligation or responsibility
for such Modifications or the terms and conditions thereof.


 


3.     FORD AUTHORIZED CONVERTER
PROCEDURES MANUAL


 


Ford shall provide Manufacturer with a copy of its
Ford Authorized Converter Procedures Manual (the “Manual”), setting forth the
policies and procedures to be followed in the handling of Vehicles, including
Vehicle orders, inventory accounting for Vehicles, repair of transportation
damage and defective parts, special use chassis, and similar matters.
Manufacturer shall abide by the policies and procedures as are set forth in the
Manual. Ford reserves the right to change the Manual at any time.


 


4.     ORDERS


 


Manufacturer shall submit orders for Vehicles
electronically or by other method specified by Ford in the Manual. Ford shall
have no obligation to accept any such order or to deliver to Manufacturer on
Bailment, any specific model or number of Vehicles, but may deliver to
Manufacturer such number and type of Vehicles ordered by Manufacturer as Ford
deems appropriate. Manufacturer shall provide to Ford, at Ford’s request,
forecasts of Manufacturer’s requirements for Vehicles.


 


5.     RECEIPT AND INSPECTION
PROCEDURES


 


Manufacturer shall examine Vehicles upon delivery and, upon
satisfaction that the number of Vehicles received as shown on the documents is
accurate, accept delivery and sign the invoices, delivery receipts, damage
reports and other documents specified by Ford (“Acceptance of Delivery”). Ford
shall deliver the Vehicles to Manufacturer at the locations listed in Exhibit A
or at such other locations as may be approved by Ford, in writing from time to
time. Ford shall not be responsible for any delay in delivering the Vehicles to
Manufacturer.


 


2

















 


6.     COMMENCEMENT QF BAILMENT


 


The Bailment begins upon Manufacturer’s Acceptance
of Delivery (“Commencement of the Bailment”). Such acceptance constitutes
acknowledgement that the Vehicle was received in the condition, quantity and
state described.


 


7.     STORAGE


 


(a) Upon Commencement of the Bailment,
Manufacturer shall maintain Vehicles at Manufacturer’s location, at no charge
to Manufacturer, for no more than 90 days. If there is no purchaser for the End
Product after 90 days from Commencement of the Bailment, storage charges will
begin to accrue on the Vehicle (“Storage Charge”). Beginning on the
ninety-first (91st) day until
such time that the Vehicle is re-billed to an Authorized Ford Dealer,
Manufacturer shall pay daily Storage Charges to Ford as set forth below:


 


	
  0 to 90 days:

  	
  No
  Charge

  
	
  91-180 days:

  	
  Prime
  Rate plus 2 points

  
	
  181-270 days:

  	
  Prime
  Rate plus 3 points

  
	
  271-360 days:

  	
  Prime
  Rate plus 5 points

  
	
  361 + days:

  	
  Prime
  Rate plus 8 points

  



 


Manufacturer’s Storage Charges shall appear in Ford Motor Credit
Company’s Dealer Finance system on the first day of the month and shall be
payable the same day (the 1st).  On a
monthly basis, Ford will provide Manufacturer with information regarding the
Storage Charges for each Vehicle.


 


i.             Manufacturer
shall pay a daily storage charge based on the Invoice Amount of each vehicle
beginning on the Storage Charge Start Date for such Vehicle, in an amount equal
to the Prime Rate plus (2 point, 3 points, 5 points or 8 points as set forth
above) as the “Storage Charge”. The term “Invoice Amount” shall mean that
amount reflected on the applicable Vehicle invoice that can be accessed by Ford
and Manufacturer via the Lason Vision system online at www.fleet.ford.com. The
term “Prime Rate” means the interest rate for “Bank prime loans” under the
column entitled “Week Ending” for the Friday preceding the last Monday of a
calendar month as reported in the Federal Reserve Statistical Release No. H.15
(519) issued by the Federal Reserve Board. 
In the event such Release is discontinued or modified to eliminate the
reporting of a 30-day bank prime loans rate, then Ford will substitute, in its
sole discretion, a comparable report or release of the bank prime loans rate
published by a comparable source.


 


ii.          The Storage Charge will be calculated on the basis
of 360-day year. For purposes of computing the Storage Charge on a Vehicle, the
Storage Charge shall change on the first day of each month following the Storage
Charge Start Date following any month in which there is a change in the Prime
Rate. The Storage Charge in effect on the first day of a month shall be deemed
to be in effect throughout such month.


 


3

















 


(b) Vehicles shall be stored only at the
locations approved by Ford in Exhibit A hereto or at such other locations
as may be approved by Ford, in writing, from time to time. Unless otherwise
agreed, all Vehicles shall be kept at the approved location, within a fenced
and locked storage area, and shall be placed in an area within the storage area
separate from that used by Manufacturer to store any other property.
Manufacturer shall not move any Vehicles from the approved location to one not
approved by Ford without first obtaining the written authorization of Ford.
Ford shall have the right to enter onto Manufacturer’s premises, at reasonable
times and upon prior reasonable notice, to inspect the Vehicles and
Manufacturer’s records with respect thereto.


 


(c) Manufacturer, at its sole cost and expense,
shall ensure that Vehicles do not deteriorate from a “like new” condition in
appearance or quality during the period of storage. Vehicles in inventory over
30 days are to be inspected and maintained by Manufacturer in accordance with
the vehicle inspection procedure outlined in the Manual.


 


(d) Upon request by Ford, any or all of the
Vehicles shall be immediately returned to Ford as set forth in paragraph 9
herein.


 


8.     LOSS


 


Ford shall not be responsible for any delay in
delivering the Vehicles to Manufacturer. Manufacturer shall assume all risks of
loss with respect to the Vehicles, including all loss or damage that occurs
despite Manufacturer’s exercise of reasonable care from the time that
Manufacturer accepted the Vehicle and until the Bailment ends. Manufacturer is
liable for any and all loss or shortage resulting from its failure to examine
any shipment and for any damage and other loss resulting from its failure to
comply with any shipping, loading, packaging, storage or other instructions
issued by Ford.


 


9.     END OF BAILMENT


 


For each Vehicle, the Bailment shall end in one of the following ways (1) at
the time that the Vehicle is sold by Ford to an Authorized Ford Dealer
according to the procedures set forth in the Manual; or (2) upon
authorized return of the Vehicle(s) to Ford by Manufacturer. Upon the
occurrence of any of the following events set forth in (a) — (e) herein,
the Vehicle(s) must be returned to Ford by Manufacturer at Manufacturer’s
expense, to the place and in the manner requested by Ford; otherwise, if Ford
requests such return of the Vehicle(s), Ford shall bear the expense: (a) Manufacturer
becomes the subject of a bankruptcy petition filed in a court in any
jurisdiction, whether voluntary or involuntary; (b) a receiver or trustee
is appointed for all or a substantial portion of Manufacturer’s assets; (c) Manufacturer
makes an assignment for the benefit of its creditors; (d) Manufacturer
fails to perform any material covenant or obligation in this agreement; or (e) any
representation or warranty in this agreement by Manufacturer ceases to be true
and correct in all material respects.


 


10.  TITLE


 


Title
to the Vehicles, is, and will at all times remain, the sole and exclusive
property


 


4

















 


of
Ford until sold by Ford to an Authorized Ford Dealer. Manufacturer has no
property rights or interest in any of the Vehicles and cannot grant any rights
or interest to a third party. Manufacturer has no right to transfer any Vehicle
or to use it except as directed by Ford in this Agreement. Manufacturer has no
right to retain possession of any Vehicle after receipt of a written demand, at
any time, by Ford for return of the Vehicle. Neither this Agreement nor the
Manufacturer’s obligations may be assigned either by Manufacturer’s own act or
by operation of law.


 


11.  UCC FILINGS


 


Manufacturer authorizes
Ford, at its option, to file UCC financing statement(s) evidencing this
Bailment and Ford’s ownership of the Vehicles. Manufacturer represents that it
is organized under the laws of the state of Delaware.


 


12.  NOTICE TO
MANUFACTURER’S CREDITORS


 


Within 10 business days after the Effective Date of
this Agreement, Manufacturer will (i) send each of its secured creditors and
lienholders written notification that it is holding the Vehicles for Ford at
Manufacturer’s facility, and (ii) provide to Ford a list of the creditors
and lienholders notified, together with a copy of the written notification sent
to secured creditors and lienholders. Manufacturer will certify to Ford that it
has notified all known secured creditors and lienholders.


 


13.  USE OF
VEHICLES


 


Subject to section 14 herein, Manufacturer shall not
use the Vehicles in any manner other than to make modifications to the Vehicles
after such the Vehicle is sold by Ford to an Authorized Ford Dealer.
Manufacturer agrees that in no case shall it make any addition or modification
to any Vehicle until it has been purchased by an Authorized Ford Dealer.


 


14.  SALE OF VEHICLE
TO AUTHORIZED FORD DEALER; MODIFICATIONS


 


(a) Manufacturer shall notify Ford
electronically or by other methods specified by Ford in the Manual when an
Authorized Ford Dealer desires to purchase a Vehicle. Following such
notification, Ford may sell such Vehicle to one of its Authorized Ford Dealers
at such price and on such terms as Ford shall determine in its sole and
exclusive discretion.


 


(b) Subject to section 14(e) below,
Manufacturer agrees that in no case, prior to the Vehicle being purchased by an
Authorized Ford Dealer from Ford, shall Manufacturer (i) make any
Modification to any Vehicle; (ii) install any body or equipment thereon;
or (iii) remove any Vehicle from the location approved by Ford.


 


(c) Manufacturer may transfer Vehicle(s) to
other Manufacturers approved by Ford if Ford has given consent.


 


5

















 


(d) The price and terms and conditions of the
Modifications provided by Manufacturer to an Authorized Ford Dealer, and any
improvements, modifications or changes thereto, shall be governed by a separate
agreement between the Manufacturer and the Authorized Ford Dealer and Ford
shall have no liability, obligation, or responsibility with respect thereto to
any person, including without limitation, Manufacturer, Authorized Ford Dealer
or other third Party.


 


(e) Ford may, from time to time, allow
Manufacturer to make a Modification and/or install a body or equipment on
certain Demonstrators or other such Vehicles authorized by Ford prior to such
Vehicle being purchased by an Authorized Ford Dealer from Ford, provided that (i) Manufacturer
obtains the prior written consent of Ford in each case; (ii) such
Modifications and installations do not decrease the value of the Vehicle; (iii) such
Vehicles are not driven unless authorized by Ford; and (iv) Manufacturer
is entirely responsible for such Modification and installation made to the
modified Vehicles. A Demonstrator Vehicle is a vehicle (i) authorized by
Ford to be modified or upfit prior to being purchased by a Ford Dealer, and (ii) used
for demonstration purposes only. Demonstrator vehicles must be enrolled in and
meet the requirements of the Show Them The Value (“STTV”) Demonstrator Program
for eligible Ford Authorized Converter Pool Accounts. STTV Demonstration
Program details are available at www.sttvdemoprogram.com. The STTV Demonstrator
Program is limited to eligible Pool Accounts and may be terminated by Ford at
any time for any reason.


 


15.  DEMONSTRATOR VEHICLES


 


In addition to the terms and conditions for all bailed Vehicles set
forth in this Agreement, Manufacturer shall strictly adhere to the terms and
conditions set forth in this section 15 when using Demonstrator (Demo)
Vehicles:


 


(a) Authorized Manufacturers shall utilize
Demonstrator Vehicles only according to the terms and conditions set forth in
the annual Show Them The Value Demonstrator Program announcement and website at
www.sttvdemoprogram.com or according to other terms and conditions set forth by
Ford from time to time. Use of Demo Vehicles according to Ford’s terms and
conditions shall be considered the Allowable Use. Ford and Manufacturer agree
that Demo Vehicles are on bailment from Ford to the Manufacturer. Ford lends
the Demos to Manufacturer to be held and used by Manufacturer, only as a bailee
of the Vehicle, in accordance with this Agreement and the terms and conditions
of the respective STTV program. Demos shall not be removed from Manufacturer’s
control without Ford’s prior written approval, other than for the Allowable Use
purposes. Demos shall remain the property of Ford and Manufacturer shall bear
the risk of loss or damage that occurs to Demos except for loss or damage
arising from the sole negligence of Ford. The Demos shall at all times be
properly used and maintained by Manufacturer. Ford shall have the right to
enter onto Manufacturer’s premises at reasonable times to inspect or remove
Demos. Manufacturer shall ensure that Demos are operated at all times in a
safe, careful and lawful manner by legally qualified drivers who are employees
of Manufacturer and stand in relations to the Manufacturer as employee to
employer or are otherwise authorized by Manufacturer.


 


6

















 


(b) With respect to taxes, fees, registration
and other legally required permits and obligations for Demos Manufacturer
shall:


 


i.                       obtain all
necessary authorizations, permits, waivers or exemptions that may be required
from a government agency to operate the Demos on public highways and assume
responsibility for ensuring that if necessary, the Demo has been properly
registered and titled, including any required inspections or testing, in
accordance with the laws of the jurisdiction where the Demo will be primarily
used.


ii.                    pay all occupational taxes
and governmental charges imposed (and all increases therein), including any
permits, special permits, licenses or taxes required by the business of
Manufacturer


iii.                 pay any tolls or similar usage fees resulting
from operation.


iv.                be responsible for any fines levied as a
result of moving, parking, toll, or similar vehicle violations.


v.                   pay any taxes
or fees currently in force (and all increases therein) or which hereafter may
be enacted and become due and payable with respect to the Manufacturer’s
possession and use of the Demo.


vi.                pay emissions tests.


 


(c) With
respect to maintenance, repairs, and use of Demos, Manufacturer shall:


 


i.                  make all major
repairs necessary to maintain the Vehicle in good working order and condition.
Title to all such repairs shall vest in Ford.


ii.                    repair or cause to be
repaired said vehicle(s) while in use by Manufacturer. All repairs and
servicing shall be done by qualified service personnel at authorized Ford,
Lincoln, or Mercury dealerships.


inspect
the Vehicle upon delivery and by acceptance thereof is deemed to find the
Vehicle in good working order and condition.


iv.                     maintain the Vehicle in good
working order and condition, properly serviced and greased, and comply in every
respect with the provisions of this agreement, and of the manufac-turer’s owner
manual.


v.                        reimburse Ford
for any repairs caused by abuse, misuse, negligence or intentional wrongful
acts of manufacturer.


vi.                     provide or cause to be
provided at its own expense, any repairs or service not completed at authorized
Ford, Lincoln, or Mercury dealerships.


vii.                  pay for all gasoline and for all washing,
parking, garage, highway road service, tolls and fines required or incurred in
connection with the operation of the Vehicle.


viii.               not use or operate or allow the Vehicle to be
operated in violation of any federal, state, local or provincial law, rule regulation
or ordinance including those pertaining to the age and licensing of drivers,
the disclosure of Ford’s interest in the Vehicle, or other requirements or
limitations.


ix.                       under no circumstances,
disconnect any odometer or other mileage recording device nor use or operated
the Vehicle in a manner subjecting it to depreciation above the normal
depreciation associated with general commercial use.


x.                          not use or
operate the Vehicle for any illegal purpose or by a person under the influence
of alcohol or narcotics.


 


7
















 


xi.                       not use or operate the
vehicle in any manner or for any purpose that would cause any insurance
specified in this Agreement to be suspended, cancelled, held inapplicable or
increased in cost.


xii.                    not use or operate the demo
outside of the continental United States, without Ford’s express written
consent.


xiii.                 use, operate, and test the Vehicle only in
accordance with the terms and provisions of any such authorization, permit,
waiver or exemption, and expressly agrees, in addition to the indemnify obligations
of Manufacturer set forth in Section 19 of this Agreement, to indemnify
and hold harmless Ford from and against any and all damages, suits, actions,
claims, costs or expenses arising from, or connected with, any violation or
noncompliance with any of the terms and provisions of any such authorization,
permit, waiver or exemption by, or resulting from the action or inaction of,
Manufacturer or any of its agents or employees.


 


16.    PREDELIVERY


 


Manufacturer agrees to perform Pre-delivery
Inspection on the Vehicle portion of each End Product prior to delivery to the
Authorized Ford Dealer in strict accordance with the Body and Conversion
Companies Pre-delivery Inspection Application.


 


17.    COMPLIANCE WITH LAWS AND
REGULATIONS


 


In the interest of protecting the reputation of the products of
Manufacturer and Ford, and maintaining customer goodwill, Manufacturer agrees
to:


 


(a) employ components and workmanship of high
commercial quality in the manufacture of End Products and to assure that End
Products conform in all respects to applicable Federal and State laws, rules and
regulations; and,


 


(b) provide assistance to Ford in communicating
promptly, when necessary, with the first retail purchasers of End Products. To
that end, Manufacturer agrees to secure and maintain records of the names and
addresses of the first retail purchasers of End Products.


 


18.    LABELING


 


Manufacturer shall affix to all Vehicles such labels
as Ford supplies (if not already affixed) and maintain the labels in place.


 


19.    INDEMNIFICATION


 


Ford and Manufacturer recognize that the burden of
defending against product liability allegations, whether or not meritless or
frivolous, should be borne by the party whose alleged negligence, wrongdoing or
defective product is at issue, regardless of whether it is a party to the
particular litigation. The parties also recognize that, under existing law,
there are circumstances where a claimant may sue only one party even though the
defect, wrongdoing or negligence alleged is the principal responsibility of the
other party. The parties also recognize that this results in the


 


8

















 


named
defendant bearing more than its fair share of the cost of the litigation. In
order to avoid possible controversy between the parties as to which shall
defend such litigation, or bear the cost of defending such litigation,
including the cost of settlements or verdicts, the parties agree as follows:


 


(a) Indemnification by Ford. With respect to
any Vehicle supplied by Ford to Manufacturer, Ford shall indemnify, hold
harmless and protect Manufacturer from any loss, damage or expense, including,
without limitation, settlements, judgments, expert fees and reasonable attorney’s
fees, resulting from or related to lawsuits, complaints or claims against
Manufacturer for property damage or personal injury where Manufacturer’s
liability, if any, arises solely because of a defect in manufacture, assembly,
materials or design for which Ford alone is responsible.


 


(b) Manufacturer,
and/or its product liability insurance carrier, shall cooperate fully in the
defense of the action as Ford, and/or its Product liability insurance carrier,
may reasonably require. Ford shall have the right to assume Manufacturer’s
defense at any time, provided that Ford acknowledges Manufacturer’s right to
indemnity under this provision.


 


(c) Indemnification by Manufacturer. With
respect to any Vehicle supplied by Ford to Manufacturer, Manufacturer or its
contractors, subcontractors, vendors, agents and/or employees, shall indemnify,
hold harmless and protect Ford from any loss, damage or expense, including,
without limitation, settlements, judgments, expert fees, and attorney’s fees,
resulting from or related to lawsuits, complaints or claims against Ford for
property damage or personal injury, where Ford’s liability, if any, arises
solely from modifications or additions made by Manufacturer or from processing
of Vehicles by Manufacturer. Liability on the part of Ford which arises, if at
all, because Ford knew or should have known that the processing, modification
or additions made by Manufacturer were negligent, improper or defective, or
that Ford expressly or impliedly approved the modifications or additions made
by Manufacturer, shall be deemed to be liability which arises “solely from
processing, modifications or additions made by Manufacturer” within the meaning
of this paragraph. However, Manufacturer shall not be obligated to indemnify
Ford if the modifications or additions were made or the processing was conducted
pursuant to express written instructions provided by Ford.


 


(d) Manufacturer’s Duty to Defend. Ford shall
notify Manufacturer of any lawsuit, complaint or claim that Ford has reason to
believe may be covered by this indemnity provision. If Ford’s alleged liability
arises solely from modifications or additions made by Manufacturer or
processing conducted by Manufacturer not pursuant to express written
instructions from Ford, and if Manufacturer’s investigation discloses no basis
for Ford’s liability other than the allegations in the lawsuit, complaint, or
claim, Manufacturer shall assume Ford’s defense upon Ford’s request. Ford
and/or its product liability carrier shall cooperate fully in the defense of
the action as Manufacturer, or its product liability carrier, may reasonably
require. Manufacturer shall have the right to assume Ford’s defense at any
time, provided that Manufacturer acknowledges Ford’s right to indemnity under
this provision.


 


9

















 


(e) Cross-Claims or Third Party Complaints.
Neither party shall file cross-claims or third-party complaints against the
other without notifying the other in advance. Where practicable, the notice
should be given sufficiently in advance to allow thorough discussion of
alternatives to such filing.


 


(f) Contributions to Settlement. In the
appropriate case, the parties shall, where settlement is or may be warranted,
make a reasonable effort to agree upon the amount each party shall contribute
to settlement, based upon the nature of the plaintiffs allegations. For
example, if the case involves an allegation that a Manufacturer’s component is
defective, a reasonable allocation would require the Manufacturer to contribute
all or most of any settlement amount. If, however, the allegation concerns a
component supplied by Ford, a reasonable allocation would require Ford to
contribute all or most of any settlement amount. It is recognized that there
shall be cases of multiple allegations with respect to each party and that allocation
of responsibility shall be dependent on the circumstances of the case.


 


(g) Contributions to Adverse Judgment. If the
case, for any reason, does not settle, the parties shall, in advance of trial,
make a reasonable attempt to agree upon the extent to which each company shall
contribute to satisfy any adverse judgment or verdict that may be returned,
based upon the principles set forth in the preceding paragraph. Based on these
principles, the parties shall likewise attempt to agree upon the extent to which
each shall contribute to the cost of defending the litigation, including
attorney’s fees.


 


(h) Unilateral Settlement; Notifying Other
Party. In cases where both parties are named defendants, neither party shall
unilaterally enter into a settlement agreement without giving reasonable notice
to, and consulting in advance with, the other party.


 


20.    INSURANCE


 


At
its sole cost and expense, Manufacturer shall procure and maintain insurance
continuously throughout the term of this Agreement from such companies as are
acceptable to Ford and listed in the current “Best’s Insurance Guide” as
possessing a minimum policy holders rating of “A-” (Excellent) and a financial
category no lower than “VI” ($25,000,000 to $50,000,000 of adjusted
policyholders surplus). The following insurance shall cover Manufacturer
activities under this Agreement whether such activities are by itself or by any
Subcontractor or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts any of them may be liable:


 


(a) Liability Insurance


 


·                       Workers’ Compensation
insurance for statutory limits or a State certificate of self insurance, and
employer’s liability insurance for not less than one million ($1,000,000) per
occurrence.


 


·                       Occurrence type commercial
general liability insurance, including products and completed operations, but
not limited to blanket contractual coverage, for bodily injury


 


10

















 


including death, personal injury, and property damage with limits of
not less than ten million ($10,000,000) combined single limit per occurrence.


 


·                       Comprehensive Automobile
liability insurance covering all owned, non-owned and hired vehicles, with
limits of not less than five million ($5,000,000) combined single limit per
occurrence.


 


(b) With the exception of Workers’
Compensation, each insurance policy listed above, and any excess or umbrella
policy carried by Manufacturer with additional limits than those specified
above, must name Ford Motor Company (or the appropriate Company subsidiary or
affiliate) as an additional insured under the policy(s). All insurance policies
of the Manufacturer shall be endorsed to state that the policy will be primary,
and will not be excess to or contributory with, any self-insurance or insurance
policies carried by Ford. The insurance policy shall provide that the policy
may not be cancelled or materially altered without 30 days prior written notice
to Ford. Manufacturer shall furnish to Ford an acceptable certificate of
insurance evidencing the coverage required herein. The furnishing of acceptable
evidence of required coverage should not relieve Manufacturer from any
liability or obligation for which it is otherwise responsible to Ford.


 


(c) Manufacturer shall require that its
subcontractors procure and/or maintain insurance coverage at the limits
described above. Manufacturer shall indemnify and be fully responsible for any
cost to Ford resulting from said subcontractor’s failure to procure and/or
maintain said insurance.


 


21.   TAXES


 


Unless otherwise agreed by the parties, Ford shall
report, bear, and pay all applicable personal property taxes on Vehicles and
Manufacturer shall report, bear, and pay all applicable personal property taxes
on Modifications. In the event a tax jurisdiction issues a forced assessment
against one party for the full value of End Products, each party agrees to
indemnify the other for the assessment amount attributable to their respective
property.


 


22.   WARRANTIES


 


(a) No warranty obligation of Ford for any
Vehicle shall be more extensive than Ford’s warranty obligation for such
Vehicle under Ford’s warranty to retail purchasers and shall be expressly IN
LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, CONDITIONS
OR REPRESENTATIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH THE REMEDY SET FORTH THEREIN AS THE
SOLE AND EXCLUSIVE REMEDY THEREUNDER.


 


(b) With each Vehicle delivered by Manufacturer
to Authorized Ford Dealers, or retail customers on an Authorized Ford Dealers’
behalf, Manufacturer shall deliver copies of any applicable Ford warranty and
an Owner’s Guide, owner registration card and such other consumer and operating
material as Ford generally provides with that model of Vehicle.


 


11

















 


(c) The warranty obligations of Ford (and any
governmental certification made by Ford) shall cover only the Vehicles as
manufactured by Ford and provided to Manufacturer, and shall not extend to any
addition, modification or change of or to the Vehicle by Manufacturer as a
Final Stage Manufacturer. Ford’s warranty does not cover any failures of a Ford
component usually covered by the Ford warranty if such failure is caused by any
addition, modification, or change to the Vehicle once the Vehicle has left Ford’s
possession. In such event, the cost of repair and any related charges shall be
paid for by Manufacturer and shall in no event be covered by Ford’s warranty.


 


23.    TERMINATION


 


(a) This Agreement may be terminated by either
party, at any time, for any reason, with or without cause, by written notice to
the other party.


 


(b) Either party may
terminate this Agreement for cause, upon the occurrence of any of the following
events: (i) the other Party becomes the subject of a bankruptcy petition
filed in a court in any jurisdiction, whether voluntary or involuntary; (ii) a
receiver or trustee is appointed for all or a substantial portion of the other
Party’s assets; (iii) the other Party makes an assignment for the benefit
of its creditors; (iv) the other Party fails to perform any material covenant
or obligation in the Agreement; or (v) any representation or warranty in
the Agreement made by the other party ceases to be true and correct in all
material respects.


 


(c) Written Notice of termination shall be
delivered personally or by certified mail, return receipt requested to the
person and at the address provided herein for Notice. Termination shall be
effective at the end of the thirtieth (30) calendar day after the day of
receipt of such written Notice or at such later time as may be agreed to in
writing by the Parties.


 


(d) Upon termination of the Agreement by either
party, Manufacturer shall fully cooperate with Ford in returning to Ford all
Vehicles in its possession. Upon termination of this Agreement by Ford for the
reasons set forth in subsection (b) of this paragraph, all Vehicles in the
possession of Manufacturer must be returned to Ford by Manufacturer at
Manufacturer’s expense, to the place and in the manner requested by Ford, and
Ford shall have the right to cancel any and all shipments scheduled for
Manufacturer after Ford gives such Notice.


 


(e) Ford shall have no other obligations to
Manufacturer upon termination of this Agreement except those set forth in this Section 23.


 


24.    FINANCIAL INFORMATION


 


On a quarterly basis, or as otherwise requested by Ford, Manufacturer
will provide the most current Financial Reports: (a) for the Manufacturer;
and, (b) for any Related Company of Manufacturer involved in the converter
business or in financing the Manufacturer. 
Financial Reports include income statements, balance sheets, cash flow
statements and supporting data. Ford may use Financial Reports provided only to
assess Manufacturer’s ongoing ability to perform its obligations under this
Agreement and for no other purpose, unless Manufacturer


 


12

















 


agrees
otherwise in writing. Ford agrees that it shall protect the disclosed Financial
Reports by using the same degree of care, but no less than a reasonable degree
of care, to prevent the dissemination to third parties or publication of the
Financial Reports as Ford uses to protect its own confidential information of a
like nature. Ford is permitted to disseminate the Financial Reports to its
employees and those employees of any of its subsidiaries, its parent company
and any of its parent company’s subsidiaries, provided such employees are made
fully aware of the obligation of confidentiality contained within this
Agreement. Manufacturer certifies that any information contained in the
Financial Reports shall be true, correct and complete and that the financial
information therein fairly presents the financial condition of Manufacturer in
accordance with generally accepted accounting principles. Manufacturer
acknowledges and intends that Ford shall rely, and shall have the right to
rely, on such information. For the purpose of this Agreement, a Related Company
is any parent company of Manufacturer and any subsidiary or affiliate in which
any of them owns or controls at least 25% of the voting stock, partnership
interest or other ownership interest. If requested by Ford, Manufacturer will
provide to Ford Letters of Credit and/or Personal Guarantees and/or Corporate
Guarantees. Such letters of Credit, Personal Guarantees, Corporate Guarantees
and Financial Statements will be collected from Manufacturer by Ford Motor
Credit Company on behalf of Ford.


 


25.    GENERAL TERMS


 


(a) This agreement shall bind Ford when signed
by a duly authorized representative of Manufacturer and when it bears the
signature of Ford’s Commercial Truck Director. No waiver or modification of any
term of this Agreement, or creation of additional terms, shall be valid or
binding upon Ford unless made in writing as set forth above. The failure by
either party to enforce any term of this Agreement at any future time shall not
be considered a waiver of any right or remedy available hereunder or by law.


 


(b) This Agreement does not constitute either
party the agent or legal representative of the other party for any purpose
whatsoever.


 


(c) This Agreement shall be effective as of the
Effective Date set forth herein and shall terminate and supersede any other
agreements concerning Vehicles between the parties and constitutes the entire
and complete agreement between the parties with respect to the subject matter
hereof and there are no other agreements between them, either oral or written,
respecting the subject matter hereof.


 


(d) This Agreement and all transactions
hereunder, including shall be governed by and construed in accordance with the
laws of the State of Michigan as if entirely performed therein.


 


(e) All notices and other communications
hereunder shall be in writing and shall be deemed given when delivered
personally or when telecopied (with confirmation of the transmission received
by the sender), one business day after being delivered to a nationally
recognized overnight courier with next day delivery specified or three business
days after mailing by certified or registered U.S. Mail, return receipt
requested, with first class postage prepaid, unless otherwise set forth in this
Agreement, to the Parties at the following addresses (or at such other address
for a Party as shall be specified by like notice) (“Notice”):


 


13

















 


(i)if
to Ford, to:


 


Ford
Motor Company


One
American Road


Dearborn,
Michigan 48126


Attention:
Secretary’s Office


Facsimile
No.: (313) 248-7613


 


with
a copy to:


 


Ford
Motor Company


Director
Commercial Truck


6N233


16800
Executive Plaza Drive


Dearborn,
Michigan 48126


 


(ii) if
to Manufacturer, to:


Supreme
Indiana Operations


2581
E. Kercher Road


Goshen, IN
46528


 


(f) Manufacturer may not assign this Agreement
or delegate performance of its obligations hereunder without the prior written
consent of Ford.


 


(g) Notwithstanding anything in this Agreement
to the contrary, Ford shall have the right to amend, modify or change this
Agreement in case of legislation, government regulation or changes in
circumstances beyond the control of Ford that might affect materially the
relationship between Ford and Manufacturer. Further, Ford may, by notice to
Manufacturer, amend this Agreement as to matters that in Ford’s reasonable
judgment, do not adversely affect Manufacturer.


 


IN WITNESS WHEREOF, the parties have caused their
duly authorized representatives to execute this Agreement on the execution date
set forth below. The Effective Date of this Agreement shall be as defined
herein above.


 


The
parties have reviewed this document with legal counsel of their choice.


 


 


	
  Manufacturer:

  	
   

  	
  Ford:

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jeffery D. Mowery

  	
   

  	
  By:

  	
  /s/

  
	
  Title:
  Vice President-Finance

  	
   

  	
  Title:
  Director Commercial Truck

  
	
  Execution
  Date:

  	
  November 1,
  2010

  	
   

  	
  Execution
  Date:

  	
  November 1,
  2010

  
							



 


14

















 


Exhibit A


 


Ford Converter Pool Authorized Delivery Locations


 


22135 Alessandro Blvd.

Moreno Valley, CA 92553


 


2450 Progress Way

Woodburn, OR 97071


 


2581 East Kercher Road

Goshen, IN 46526


 


531 Hwy. 41 Bypass

Griffin, GA 30224


 


500 West Commerce Street

Cleburne, TX 76031


 


3050 Dee Street

Apopka, FL 32703


 


411 Jonestown Road

Jonestown, PA 17038


 


15