Exhibit 10.59

 



 

	
Banc of America Leasing & Capital, LLC
    	
Equipment Security Note   Number: 001
    


 

This Equipment Security Note No. 001, dated as of December 6, 2013, (this “Equipment Note”), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 26577-70000 dated as of December 6, 2013 (the “Master Agreement”), by and between Banc of America Leasing & Capital, LLC (“Lender”) and Stellaris LLC (“Co-Borrower”), Arb, Inc. (“Co-Borrower”), James Construction Group, L.L.C. (“Co-Borrower”)and Rockford Corporation (“Co-Borrower”), (each a Co-Borrower herein, together referred to as “Borrower”).  All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note.

 

The occurrence of an “Event of Default,” as defined in the Master Agreement, shall entitle Lender to accelerate the maturity of this Equipment Note and to declare the Prepayment Amount to be immediately due and payable, and to proceed at once to exercise each and every one of the remedies provided in the Master Agreement or otherwise available at law or in equity.  All of Borrower’s Obligations under this Equipment Note are absolute and unconditional, and shall not be subject to any offset or deduction whatsoever.  Borrower waives any right to assert, by way of counterclaim or affirmative defense in any action to enforce Borrower’s Obligations hereunder, any claim whatsoever against Lender.

 

1.         Equipment Financed; Equipment Location; Grant of Security Interest.  Subject to the terms and provisions of the Master Agreement and as provided herein, Lender is providing financing in the principal amount described in Section 2 below to Borrower in connection with the acquisition or financing of the following described Equipment:

 

	
Quantity
    	
 
    	
Description
    	
 
    	
Serial Number
    	
 
    	
Cost
    	
 
    
	
 
    	
 
    
	
See Exhibit “A”   attached hereto and made a part hereof.
    	
 
    


 

Location of Equipment. The Equipment will be located or (in the case of over-the-road vehicles) based at the following locations:

 

	
Location
    	
 
    	
Address
    	
 
    	
City
    	
 
    	
County
    	
 
    	
State
    	
 
    	
ZIP
    	
 
    
	
 
    	
 
    
	
See Exhibit “A” attached hereto and made a part hereof.
    	
 
    


 

Borrower has agreed and does hereby grant a security interest in and to the Equipment and the Collateral related thereto, whether now owned or hereafter acquired and wherever located, in order to secure the payment and performance of all Obligations owing to Lender, including but not limited to this Equipment Note, all as more particularly provided in the Master Agreement.  Lender’s agreement to provide the financing contemplated herein shall be subject to the satisfaction of all conditions established by Lender and Lender’s prior receipt of all required documentation in form and substance satisfactory to Lender in its sole discretion.

 

2.         Payments.  For value received, Borrower promises to pay to the order of Lender, the principal amount of $10,573,141.34, together with interest thereon as provided herein.  This Equipment Note shall be payable by Borrower to Lender in 84 (eighty four) consecutive monthly, installments of principal and interest (the “Payments”) commencing on January 13, 2014 (the “Initial Payment”) and continuing thereafter through and including December 13, 2020 (the “Maturity Date”) (collectively, the “Equipment Note Term”).  Each Payment shall be in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a “Payment Date”) during Equipment Note Term.  All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each.  The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement.

 

(a)  Interest Rate.  Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of two and 21/100 percent (2.21%) per annum or, if less, the highest rate of interest permitted by applicable law (the “Interest Rate”), from the date hereof until the principal amount of this Equipment Note is paid in full, and shall be due and payable on each Payment Date.

 

(b)  Payment Amount.  The principal and interest amount of each Payment shall be $135,973.40.

 

1











 

3.             Prepayment.  Borrower may prepay all (but not less than all) of the outstanding principal balance of this Equipment Note on a scheduled Payment Date upon 30 days prior written notice from Borrower to Lender, provided that any such prepayment shall be made together with (a) all accrued interest and other charges and amounts owing hereunder through the date of prepayment, and (b) a prepayment charge calculated as follows: two percent (2.0%) of the amount prepaid during months one (1) through twelve (12), one percent (1.0%) of the amount prepaid during months thirteen (13) through thirty-six (36), and no prepayment penalty thereafter; provided, however, that, if any prepayment of this Equipment Note is made following an Event of Default, by reason of acceleration or otherwise, the prepayment charge shall be calculated based upon the full original Equipment Note Term.

 

4.         Borrower Acknowledgements.  Upon delivery and acceptance of the Equipment, Borrower shall execute this Equipment Note evidencing the amounts financed by Lender in respect of such Equipment and the Payments of principal and interest hereunder.  By its execution and delivery of this Equipment Note, Borrower:

 

(a)                   reaffirms of all of Borrower’s representations, warranties and covenants as set forth in the Master Agreement and represents and warrants that no Default or Event of Default under the Master Agreement exists as of the date hereof;

 

(b)                   represents, warrants and agrees that: (i) the Equipment has been delivered and is in an operating condition and performing the operation for which it is intended to the satisfaction of Borrower; (ii) each item of Equipment has been unconditionally accepted by Borrower for all purposes under the Master Agreement and this Equipment Note; and (iii) there has been no material adverse change in the operations, business, properties or condition, financial or otherwise, of Borrower or any Guarantor since December 31, 2012;

 

(c)                    authorizes and directs Lender to advance the principal amount of this Equipment Note to reimburse Borrower or pay Vendors all or a portion of the purchase price of Equipment in accordance with Vendors’ invoices therefor, receipt and approval of which are hereby reaffirmed by Borrower; and

 

(d)                   agrees that Borrower is absolutely and unconditionally obligated to pay Lender all Payments at the times and in the manner set forth herein.

 

5.         Registration.

 

(a)  All items of Equipment that are motor vehicles shall at all times be registered and titled as follows:

 

	
(A)
    	
Registered   Owner.
    	
James   Construction Group, L.L.C.
    
	
 
    	
 
    	
11441   Industriplex Blvd Ste 140
    
	
 
    	
 
    	
Baton   Rouge, LA 70809
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Arb   Inc
    
	
 
    	
 
    	
26000   Commercentre Drive
    
	
 
    	
 
    	
Lake   Forest, CA 92630
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Stellaris   LLC
    
	
 
    	
 
    	
26000   Commercentre Drive
    
	
 
    	
 
    	
Lake   Forest, CA 92630
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Rockford   Corporation
    
	
 
    	
 
    	
22845   NW Bennett St Ste 150
    
	
 
    	
 
    	
Hillsboro,   OR 97124
    
	
 
    	
 
    	
 
    
	
(B)
    	
Lienholder.
    	
Banc of America Leasing & Capital, LLC
    
	
 
    	
 
    	
2059   Northlake Parkway, 3rd Floor
    
	
 
    	
 
    	
Tucker,   GA 30084
    


 

(b)  Borrower shall be responsible for the correct titling of all such items of Equipment.  Borrower shall cause the original certificates of title to be delivered to Lender for retention in Lender’s files throughout the term of the Equipment Note.  All costs of such registration and licensing are for the account of Borrower.

 

2











 

	
BANC OF AMERICA LEASING & CAPITAL, LLC
    	
 
    	
Co-Borrower: STELLARIS LLC
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/Patricia Smith-Disu
    	
 
    	
 
    	
By:
    	
Primoris Services Corporation (fka Primoris
    
	
 
    	
 
    	
 
    	
 
    	
Corporation), its Sole Member
    
	
Printed Name: Patricia Smith-Disu
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/Pete Moerbeek
    
	
Title: Vice President
    	
 
    	
 
    	
Printed Name:
    	
Pete Moerbeek
    
	
 
    	
 
    	
 
    	
Title:
    	
CFO
    
	
Advance Date: 12-13-13
    	
 
    	
 
    
	
 
    	
 
    	
Co-Borrower: Arb, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/Alfons Theeuwes
    
	
 
    	
 
    	
Printed Name:
    	
Alfons Theeuwes
    
	
 
    	
 
    	
Title:
    	
CFO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Co-Borrower: JAMES CONSTRUCTION GROUP, L.L.C.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/Pete Moerbeek
    
	
 
    	
 
    	
Printed Name:
    	
Pete Moerbeek
    
	
 
    	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Co-Borrower: Rockford   Corporation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/Pete   Moerbeek
    
	
 
    	
 
    	
 
    	
Print   Name:
    	
Pete   Moerbeek
    
	
 
    	
 
    	
 
    	
Title:
    	
CFO
    
									


 

3












	

    	
 
    
	
 
    	
Exhibit A EQUIPMENT
    
	
 
    	
 
    
	
The   following documents are attached to and made a part hereof:
    	
Equipment Security Note Number
    
	
 
    	
to Master Loan and Security Agreement
    
	
 
    	
Number 26577-70000-001
    
	
with:
    	
 
    


 

Equipment is currently located at:

26000 COMMERCENTER DR

LAKE FOREST, CA  92630

 

	
Year
    	
 
    	
Make
    	
 
    	
Model
    	
 
    	
Description
    	
 
    	
Serial No.
    	
 
    	
Cost
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 DIGGER DERRICK
    	
 
    	
1HTWBAAN0DJ234906
    	
 
    	
181,000.00
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 DIGGER DERRICK
    	
 
    	
1HTWBAAN3DJ234902
    	
 
    	
181,000.00
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 DIGGER DERRICK
    	
 
    	
1HTWBAAN6DJ234912
    	
 
    	
181,000.00
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 DIGGER DERRICK
    	
 
    	
1HTWBAAN2DJ170609
    	
 
    	
181,000.00
    
	
2009
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
09 INTL 7300 DIGGER DERRICK
    	
 
    	
1HTWBAAN49J086587
    	
 
    	
124,500.00
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 BUCKET TRUCK
    	
 
    	
1HTWBAAN2DJ235068
    	
 
    	
176,000.00
    
	
2013
    	
 
    	
International
    	
 
    	
7300
    	
 
    	
13 INTL 7300 BUCKET TRUCK
    	
 
    	
1HTWBAAN0DJ235067
    	
 
    	
176,000.00
    
	
2013
    	
 
    	
Freightliner
    	
 
    	
M2   106
    	
 
    	
13 FREIGHTLNR M2106 BUCKET TRK
    	
 
    	
1FVDCXDT2DHBW2720
    	
 
    	
176,000.00
    
	
2013
    	
 
    	
Freightliner
    	
 
    	
M2   106
    	
 
    	
13 FREIGHTLNR M2106 BUCKET TRK
    	
 
    	
1FVDCXDT4DHBW2721
    	
 
    	
176,000.00
    
	
2012
    	
 
    	
International
    	
 
    	
4300
    	
 
    	
12 INTL 4300 BUCKET TRUCK
    	
 
    	
3HAMMAAN7CL451533
    	
 
    	
146,000.00
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
D6T   XL
    	
 
    	
12 CAT D6T XL DOZER
    	
 
    	
DTD01123
    	
 
    	
277,228.04
    
	
2012
    	
 
    	
Volvo
    	
 
    	
PL3005D
    	
 
    	
12 VOLVO PL3005D PIPELAYER EXC
    	
 
    	
210011
    	
 
    	
306,720.00
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
336EL
    	
 
    	
12 CAT 336EL EXCAVATOR
    	
 
    	
BZY02012
    	
 
    	
260,164.31
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
308E
    	
 
    	
12 CAT 308E MINI EXCAVATOR
    	
 
    	
GBJ01042
    	
 
    	
81,115.24
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
950K
    	
 
    	
12 CAT 950K WHEEL LOADER
    	
 
    	
R4A00647
    	
 
    	
217,722.61
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
246C
    	
 
    	
12 CAT 246C SKID STEER LOADER
    	
 
    	
JAY06902
    	
 
    	
31,498.33
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
246C
    	
 
    	
12 CAT 246C SKID STEER LOADER
    	
 
    	
JAY06932
    	
 
    	
27,884.18
    
	
2013
    	
 
    	
McElroy
    	
 
    	
Tracstar   900
    	
 
    	
13 ME TRACSTAR 900 FUSION MACH
    	
 
    	
C59382
    	
 
    	
259,735.68
    
	
2010
    	
 
    	
McElroy
    	
 
    	
618
    	
 
    	
10 ME 618 PORT FUSION MACHINE
    	
 
    	
C40337
    	
 
    	
41,072.78
    
	
2014
    	
 
    	
Ford
    	
 
    	
Explorer
    	
 
    	
14 FORD EXPLORER XLT
    	
 
    	
1FM5K7D8XEGA08514
    	
 
    	
35,875.11
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED 4X4
    	
 
    	
1FDUF5HT6DEB42935
    	
 
    	
49,596.34
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GT4DEB48220
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GT6DEB48218
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GT8DEB48222
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GT1DEB54217
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GT6DEB48221
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F550
    	
 
    	
13 FORD F550 FLATBED
    	
 
    	
1FDUF5GTXDEB54216
    	
 
    	
46,586.74
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FL6DV784407
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FL4DV784406
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FL8DV784408
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FL6DV784410
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FL8DV784411
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Ford
    	
 
    	
F650
    	
 
    	
13 FORD F650 FLATBED DUMP
    	
 
    	
3FRWF6FLXDV784409
    	
 
    	
78,755.14
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01282
    	
 
    	
437,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01284
    	
 
    	
437,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01285
    	
 
    	
437,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01290
    	
 
    	
437,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01292
    	
 
    	
480,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01294
    	
 
    	
480,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01295
    	
 
    	
480,448.68
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
D6T
    	
 
    	
13 CAT D6T PIPELAYER
    	
 
    	
ZJB01300
    	
 
    	
480,448.68
    
	
2013
    	
 
    	
Ford
    	
 
    	
F750
    	
 
    	
13 FORD F750 4DR FLATBED DUMP
    	
 
    	
3FRXW7FL9DV763206
    	
 
    	
83,779.29
    
	
2014
    	
 
    	
Peterbilt
    	
 
    	
365
    	
 
    	
14 PETERBILT 365 LUBETRUCK 6X6
    	
 
    	
1NPSM70X8ED235399
    	
 
    	
183,558.23
    
	
2014
    	
 
    	
Peterbilt
    	
 
    	
365
    	
 
    	
14 PETERBILT 365 LUBETRUCK 6X6
    	
 
    	
1NPSM70X0ED235400
    	
 
    	
182,189.09
    
	
2014
    	
 
    	
Peterbilt
    	
 
    	
365
    	
 
    	
14 PETERBILT 365 FUELTRUCK 6X6
    	
 
    	
1NPSM70X2ED235401
    	
 
    	
183,558.25
    
	
2014
    	
 
    	
Peterbilt
    	
 
    	
365
    	
 
    	
14 PETERBILT 365 FUELTRUCK 6X6
    	
 
    	
1NPSM70X4ED235402
    	
 
    	
182,189.09
    
	
N/A
    	
 
    	
Finn
    	
 
    	
B70S
    	
 
    	
FINN B70S STRAW BLOWER
    	
 
    	
13C55535
    	
 
    	
28,723.88
    
	
2013
    	
 
    	
Kenworth
    	
 
    	
N/A
    	
 
    	
2013 KENWORTH FUEL LUBE TRUCK
    	
 
    	
2NKHHN7X1DM359005
    	
 
    	
151,900.00
    
	
2013
    	
 
    	
Kenworth
    	
 
    	
N/A
    	
 
    	
2013 KENWORTH FUEL LUBE TRUCK
    	
 
    	
2NKHHN7X2CM326402
    	
 
    	
85,006.00
    
	
2013
    	
 
    	
Trail   King
    	
 
    	
Lowboy
    	
 
    	
2013 TRAIL KING LOWBOY TRAILER
    	
 
    	
5DDKE2639D1006530
    	
 
    	
92,334.08
    
	
2014
    	
 
    	
KASI
    	
 
    	
N/A
    	
 
    	
2014 FLIP AXEL
    	
 
    	
5DDKB0613E1007010
    	
 
    	
—
    
	
2013
    	
 
    	
Grove
    	
 
    	
RT530E-2
    	
 
    	
2013 RT530E-2 GROVE ROUGH TERRAIN PICKER
    	
 
    	
233509
    	
 
    	
356,880.02
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
938H
    	
 
    	
2012 CAT 938H INTEGRATED TOOL CARRIER
    	
 
    	
MJC01836
    	
 
    	
153,570.35
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
930K
    	
 
    	
2012 CAT 930K INTEGRATED TOOL CARRIER
    	
 
    	
RHN00517
    	
 
    	
146,816.69
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
320EL
    	
 
    	
2012 CAT EXACAVATOR 320EL RR
    	
 
    	
TFX00209
    	
 
    	
161,401.74
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
320EL
    	
 
    	
2012 CAT EXACAVATOR 320EL RR
    	
 
    	
TFX00186
    	
 
    	
149,181.23
    
	
2012
    	
 
    	
Caterpillar
    	
 
    	
AP1000E
    	
 
    	
2012 CAT AP1000E ASPHALT PAVER
    	
 
    	
T1F00106
    	
 
    	
395,128.70
    
	
2013
    	
 
    	
Caterpillar
    	
 
    	
140M   2
    	
 
    	
2013 CAT MOTOR GRADER 140M2
    	
 
    	
M9D01521
    	
 
    	
326,171.36
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10,573,141.34