**Exhibit10.1**

** **

Ford Motor Company

 

**FORD AUTHORIZED**

 

**CONVERTER POOL AGREEMENT**

 

THISAGREEMENT is made this first day of Nov 1, 2010 (the “Effective Date”) betweenSupreme Indiana Operations, Inc with its principal place of business at2581 E. Kercher Road, Goshen, Indiana 46528 (“Manufacturer”) and FordMotor Company, a Delaware corporation with its principal place of business atThe American Road, Dearborn, Michigan 48126 (“Ford”) (the “Agreement”).

 

WHEREAS,Ford is engaged in the business of manufacturing and marketing completed andincomplete 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 ofmanufacturing and marketing modified completed vehicles and in the installationof special bodies and equipment on or in incomplete Vehicles, whichinstallations include improvements, modifications, additions and changes(collectively, the “Modifications”) (all of which vehicles, as modified byManufacturer, are referred to herein as “End Products”); and

 

WHEREAS,certain Authorized Ford Dealers desire to purchase the End Products and assuch, purchase the Vehicles from Ford and the Modifications from theManufacturer; and

 

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

 

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

 

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

 

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

 

1.     BAILMENT

 

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

 

2.     FINAL STAGE MANUFACTURER

 

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

 

3.     FORD AUTHORIZED CONVERTERPROCEDURES MANUAL

 

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

 

4.     ORDERS

 

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

 

5.     RECEIPT AND INSPECTIONPROCEDURES

 

Manufacturer shall examine Vehicles upon delivery and, uponsatisfaction that the number of Vehicles received as shown on the documents isaccurate, accept delivery and sign the invoices, delivery receipts, damagereports and other documents specified by Ford (“Acceptance of Delivery”). Fordshall deliver the Vehicles to Manufacturer at the locations listed in Exhibit Aor at such other locations as may be approved by Ford, in writing from time totime. Ford shall not be responsible for any delay in delivering the Vehicles toManufacturer.

 

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6.     COMMENCEMENT QF BAILMENT

 

The Bailment begins upon Manufacturer’s Acceptanceof Delivery (“Commencement of the Bailment”). Such acceptance constitutesacknowledgement that the Vehicle was received in the condition, quantity andstate described.

 

7.     STORAGE

 

(a) Upon Commencement of the Bailment,Manufacturer shall maintain Vehicles at Manufacturer’s location, at no chargeto Manufacturer, for no more than 90 days. If there is no purchaser for the EndProduct after 90 days from Commencement of the Bailment, storage charges willbegin to accrue on the Vehicle (“Storage Charge”). Beginning on theninety-first (91st) day untilsuch 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 CreditCompany’s Dealer Finance system on the first day of the month and shall bepayable the same day (the 1st).  On amonthly basis, Ford will provide Manufacturer with information regarding theStorage Charges for each Vehicle.

 

i.             Manufacturershall pay a daily storage charge based on the Invoice Amount of each vehiclebeginning on the Storage Charge Start Date for such Vehicle, in an amount equalto the Prime Rate plus (2 point, 3 points, 5 points or 8 points as set forthabove) as the “Storage Charge”. The term “Invoice Amount” shall mean thatamount reflected on the applicable Vehicle invoice that can be accessed by Fordand Manufacturer via the Lason Vision system online at www.fleet.ford.com. Theterm “Prime Rate” means the interest rate for “Bank prime loans” under thecolumn entitled “Week Ending” for the Friday preceding the last Monday of acalendar 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 thereporting of a 30-day bank prime loans rate, then Ford will substitute, in itssole discretion, a comparable report or release of the bank prime loans ratepublished by a comparable source.

 

ii.          The Storage Charge will be calculated on the basisof 360-day year. For purposes of computing the Storage Charge on a Vehicle, theStorage Charge shall change on the first day of each month following the StorageCharge Start Date following any month in which there is a change in the PrimeRate. The Storage Charge in effect on the first day of a month shall be deemedto be in effect throughout such month.

 

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(b) Vehicles shall be stored only at thelocations approved by Ford in Exhibit A hereto or at such other locationsas may be approved by Ford, in writing, from time to time. Unless otherwiseagreed, all Vehicles shall be kept at the approved location, within a fencedand locked storage area, and shall be placed in an area within the storage areaseparate from that used by Manufacturer to store any other property.Manufacturer shall not move any Vehicles from the approved location to one notapproved by Ford without first obtaining the written authorization of Ford.Ford shall have the right to enter onto Manufacturer’s premises, at reasonabletimes and upon prior reasonable notice, to inspect the Vehicles andManufacturer’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 inappearance or quality during the period of storage. Vehicles in inventory over30 days are to be inspected and maintained by Manufacturer in accordance withthe vehicle inspection procedure outlined in the Manual.

 

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

 

8.     LOSS

 

Ford shall not be responsible for any delay indelivering the Vehicles to Manufacturer. Manufacturer shall assume all risks ofloss with respect to the Vehicles, including all loss or damage that occursdespite Manufacturer’s exercise of reasonable care from the time thatManufacturer accepted the Vehicle and until the Bailment ends. Manufacturer isliable for any and all loss or shortage resulting from its failure to examineany shipment and for any damage and other loss resulting from its failure tocomply with any shipping, loading, packaging, storage or other instructionsissued by Ford.

 

9.     END OF BAILMENT

 

For each Vehicle, the Bailment shall end in one of the following ways (1) atthe time that the Vehicle is sold by Ford to an Authorized Ford Dealeraccording to the procedures set forth in the Manual; or (2) uponauthorized return of the Vehicle(s) to Ford by Manufacturer. Upon theoccurrence of any of the following events set forth in (a) — (e) herein,the Vehicle(s) must be returned to Ford by Manufacturer at Manufacturer’sexpense, to the place and in the manner requested by Ford; otherwise, if Fordrequests such return of the Vehicle(s), Ford shall bear the expense: (a) Manufacturerbecomes the subject of a bankruptcy petition filed in a court in anyjurisdiction, whether voluntary or involuntary; (b) a receiver or trusteeis appointed for all or a substantial portion of Manufacturer’s assets; (c) Manufacturermakes an assignment for the benefit of its creditors; (d) Manufacturerfails to perform any material covenant or obligation in this agreement; or (e) anyrepresentation or warranty in this agreement by Manufacturer ceases to be trueand correct in all material respects.

 

10.  TITLE

 

Titleto the Vehicles, is, and will at all times remain, the sole and exclusiveproperty

 

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

 

11.  UCC FILINGS

 

Manufacturer authorizesFord, at its option, to file UCC financing statement(s) evidencing thisBailment and Ford’s ownership of the Vehicles. Manufacturer represents that itis organized under the laws of the state of Delaware.

 

12.  NOTICE TOMANUFACTURER’S CREDITORS

 

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

 

13.  USE OFVEHICLES

 

Subject to section 14 herein, Manufacturer shall notuse the Vehicles in any manner other than to make modifications to the Vehiclesafter such the Vehicle is sold by Ford to an Authorized Ford Dealer.Manufacturer agrees that in no case shall it make any addition or modificationto any Vehicle until it has been purchased by an Authorized Ford Dealer.

 

14.  SALE OF VEHICLETO AUTHORIZED FORD DEALER; MODIFICATIONS

 

(a) Manufacturer shall notify Fordelectronically or by other methods specified by Ford in the Manual when anAuthorized Ford Dealer desires to purchase a Vehicle. Following suchnotification, Ford may sell such Vehicle to one of its Authorized Ford Dealersat such price and on such terms as Ford shall determine in its sole andexclusive discretion.

 

(b) Subject to section 14(e) below,Manufacturer agrees that in no case, prior to the Vehicle being purchased by anAuthorized Ford Dealer from Ford, shall Manufacturer (i) make anyModification 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) toother Manufacturers approved by Ford if Ford has given consent.

 

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(d) The price and terms and conditions of theModifications provided by Manufacturer to an Authorized Ford Dealer, and anyimprovements, modifications or changes thereto, shall be governed by a separateagreement between the Manufacturer and the Authorized Ford Dealer and Fordshall have no liability, obligation, or responsibility with respect thereto toany person, including without limitation, Manufacturer, Authorized Ford Dealeror other third Party.

 

(e) Ford may, from time to time, allowManufacturer to make a Modification and/or install a body or equipment oncertain Demonstrators or other such Vehicles authorized by Ford prior to suchVehicle being purchased by an Authorized Ford Dealer from Ford, provided that (i) Manufacturerobtains the prior written consent of Ford in each case; (ii) suchModifications and installations do not decrease the value of the Vehicle; (iii) suchVehicles are not driven unless authorized by Ford; and (iv) Manufactureris entirely responsible for such Modification and installation made to themodified Vehicles. A Demonstrator Vehicle is a vehicle (i) authorized byFord to be modified or upfit prior to being purchased by a Ford Dealer, and (ii) usedfor demonstration purposes only. Demonstrator vehicles must be enrolled in andmeet the requirements of the Show Them The Value (“STTV”) Demonstrator Programfor eligible Ford Authorized Converter Pool Accounts. STTV DemonstrationProgram details are available at www.sttvdemoprogram.com. The STTV DemonstratorProgram is limited to eligible Pool Accounts and may be terminated by Ford atany time for any reason.

 

15.  DEMONSTRATOR VEHICLES

 

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

 

(a) Authorized Manufacturers shall utilizeDemonstrator Vehicles only according to the terms and conditions set forth inthe annual Show Them The Value Demonstrator Program announcement and website atwww.sttvdemoprogram.com or according to other terms and conditions set forth byFord from time to time. Use of Demo Vehicles according to Ford’s terms andconditions shall be considered the Allowable Use. Ford and Manufacturer agreethat Demo Vehicles are on bailment from Ford to the Manufacturer. Ford lendsthe Demos to Manufacturer to be held and used by Manufacturer, only as a baileeof the Vehicle, in accordance with this Agreement and the terms and conditionsof the respective STTV program. Demos shall not be removed from Manufacturer’scontrol without Ford’s prior written approval, other than for the Allowable Usepurposes. Demos shall remain the property of Ford and Manufacturer shall bearthe risk of loss or damage that occurs to Demos except for loss or damagearising from the sole negligence of Ford. The Demos shall at all times beproperly used and maintained by Manufacturer. Ford shall have the right toenter onto Manufacturer’s premises at reasonable times to inspect or removeDemos. Manufacturer shall ensure that Demos are operated at all times in asafe, careful and lawful manner by legally qualified drivers who are employeesof Manufacturer and stand in relations to the Manufacturer as employee toemployer or are otherwise authorized by Manufacturer.

 

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(b) With respect to taxes, fees, registrationand other legally required permits and obligations for Demos Manufacturershall:

 

i.                       obtain allnecessary authorizations, permits, waivers or exemptions that may be requiredfrom a government agency to operate the Demos on public highways and assumeresponsibility for ensuring that if necessary, the Demo has been properlyregistered and titled, including any required inspections or testing, inaccordance with the laws of the jurisdiction where the Demo will be primarilyused.

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

iii.                 pay any tolls or similar usage fees resultingfrom operation.

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

v.                   pay any taxesor fees currently in force (and all increases therein) or which hereafter maybe enacted and become due and payable with respect to the Manufacturer’spossession and use of the Demo.

vi.                pay emissions tests.

 

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

 

i.                  make all majorrepairs 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 berepaired said vehicle(s) while in use by Manufacturer. All repairs andservicing shall be done by qualified service personnel at authorized Ford,Lincoln, or Mercury dealerships.

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

iv.                     maintain the Vehicle in goodworking order and condition, properly serviced and greased, and comply in everyrespect with the provisions of this agreement, and of the manufac-turer’s ownermanual.

v.                        reimburse Fordfor any repairs caused by abuse, misuse, negligence or intentional wrongfulacts of manufacturer.

vi.                     provide or cause to beprovided at its own expense, any repairs or service not completed at authorizedFord, Lincoln, or Mercury dealerships.

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

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

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

x.                          not use oroperate the Vehicle for any illegal purpose or by a person under the influenceof alcohol or narcotics.

 

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xi.                       not use or operate thevehicle in any manner or for any purpose that would cause any insurancespecified in this Agreement to be suspended, cancelled, held inapplicable orincreased in cost.

xii.                    not use or operate the demooutside of the continental United States, without Ford’s express writtenconsent.

xiii.                 use, operate, and test the Vehicle only inaccordance with the terms and provisions of any such authorization, permit,waiver or exemption, and expressly agrees, in addition to the indemnify obligationsof Manufacturer set forth in Section 19 of this Agreement, to indemnifyand hold harmless Ford from and against any and all damages, suits, actions,claims, costs or expenses arising from, or connected with, any violation ornoncompliance 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-deliveryInspection on the Vehicle portion of each End Product prior to delivery to theAuthorized Ford Dealer in strict accordance with the Body and ConversionCompanies Pre-delivery Inspection Application.

 

17.    COMPLIANCE WITH LAWS ANDREGULATIONS

 

In the interest of protecting the reputation of the products ofManufacturer and Ford, and maintaining customer goodwill, Manufacturer agreesto:

 

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

 

(b) provide assistance to Ford in communicatingpromptly, when necessary, with the first retail purchasers of End Products. Tothat end, Manufacturer agrees to secure and maintain records of the names andaddresses of the first retail purchasers of End Products.

 

18.    LABELING

 

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

 

19.    INDEMNIFICATION

 

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

 

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nameddefendant bearing more than its fair share of the cost of the litigation. Inorder to avoid possible controversy between the parties as to which shalldefend 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 toany Vehicle supplied by Ford to Manufacturer, Ford shall indemnify, holdharmless and protect Manufacturer from any loss, damage or expense, including,without limitation, settlements, judgments, expert fees and reasonable attorney’sfees, resulting from or related to lawsuits, complaints or claims againstManufacturer for property damage or personal injury where Manufacturer’sliability, 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 thedefense of the action as Ford, and/or its Product liability insurance carrier,may reasonably require. Ford shall have the right to assume Manufacturer’sdefense at any time, provided that Ford acknowledges Manufacturer’s right toindemnity under this provision.

 

(c) Indemnification by Manufacturer. Withrespect to any Vehicle supplied by Ford to Manufacturer, Manufacturer or itscontractors, 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 forproperty damage or personal injury, where Ford’s liability, if any, arisessolely from modifications or additions made by Manufacturer or from processingof Vehicles by Manufacturer. Liability on the part of Ford which arises, if atall, because Ford knew or should have known that the processing, modificationor additions made by Manufacturer were negligent, improper or defective, orthat Ford expressly or impliedly approved the modifications or additions madeby Manufacturer, shall be deemed to be liability which arises “solely fromprocessing, modifications or additions made by Manufacturer” within the meaningof this paragraph. However, Manufacturer shall not be obligated to indemnifyFord if the modifications or additions were made or the processing was conductedpursuant to express written instructions provided by Ford.

 

(d) Manufacturer’s Duty to Defend. Ford shallnotify Manufacturer of any lawsuit, complaint or claim that Ford has reason tobelieve may be covered by this indemnity provision. If Ford’s alleged liabilityarises solely from modifications or additions made by Manufacturer orprocessing conducted by Manufacturer not pursuant to express writteninstructions from Ford, and if Manufacturer’s investigation discloses no basisfor Ford’s liability other than the allegations in the lawsuit, complaint, orclaim, Manufacturer shall assume Ford’s defense upon Ford’s request. Fordand/or its product liability carrier shall cooperate fully in the defense ofthe action as Manufacturer, or its product liability carrier, may reasonablyrequire. Manufacturer shall have the right to assume Ford’s defense at anytime, provided that Manufacturer acknowledges Ford’s right to indemnity underthis provision.

 

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

 

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

 

(g) Contributions to Adverse Judgment. If thecase, 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 shallcontribute to satisfy any adverse judgment or verdict that may be returned,based upon the principles set forth in the preceding paragraph. Based on theseprinciples, the parties shall likewise attempt to agree upon the extent to whicheach shall contribute to the cost of defending the litigation, includingattorney’s fees.

 

(h) Unilateral Settlement; Notifying OtherParty. In cases where both parties are named defendants, neither party shallunilaterally enter into a settlement agreement without giving reasonable noticeto, and consulting in advance with, the other party.

 

20.    INSURANCE

 

Atits sole cost and expense, Manufacturer shall procure and maintain insurancecontinuously throughout the term of this Agreement from such companies as areacceptable to Ford and listed in the current “Best’s Insurance Guide” aspossessing a minimum policy holders rating of “A-” (Excellent) and a financialcategory no lower than “VI” ($25,000,000 to $50,000,000 of adjustedpolicyholders surplus). The following insurance shall cover Manufactureractivities under this Agreement whether such activities are by itself or by anySubcontractor or by anyone directly or indirectly employed by any of them, orby anyone for whose acts any of them may be liable:

 

**(a) Liability Insurance**

 

·                       Workers’ Compensationinsurance for statutory limits or a State certificate of self insurance, andemployer’s liability insurance for not less than one million ($1,000,000) peroccurrence.

 

·                       Occurrence type commercialgeneral liability insurance, including products and completed operations, butnot limited to blanket contractual coverage, for bodily injury

 

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including death, personal injury, and property damage with limits ofnot less than ten million ($10,000,000) combined single limit per occurrence.

 

·                       Comprehensive Automobileliability insurance covering all owned, non-owned and hired vehicles, withlimits of not less than five million ($5,000,000) combined single limit peroccurrence.

 

(b) With the exception of Workers’Compensation, each insurance policy listed above, and any excess or umbrellapolicy carried by Manufacturer with additional limits than those specifiedabove, must name Ford Motor Company (or the appropriate Company subsidiary oraffiliate) as an additional insured under the policy(s). All insurance policiesof 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 insurancepolicies carried by Ford. The insurance policy shall provide that the policymay not be cancelled or materially altered without 30 days prior written noticeto Ford. Manufacturer shall furnish to Ford an acceptable certificate ofinsurance evidencing the coverage required herein. The furnishing of acceptableevidence of required coverage should not relieve Manufacturer from anyliability or obligation for which it is otherwise responsible to Ford.

 

(c) Manufacturer shall require that itssubcontractors procure and/or maintain insurance coverage at the limitsdescribed above. Manufacturer shall indemnify and be fully responsible for anycost to Ford resulting from said subcontractor’s failure to procure and/ormaintain said insurance.

 

21.   TAXES

 

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

 

22.   WARRANTIES

 

(a) No warranty obligation of Ford for anyVehicle shall be more extensive than Ford’s warranty obligation for suchVehicle under Ford’s warranty to retail purchasers and shall be expressly INLIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, CONDITIONSOR REPRESENTATIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE, WITH THE REMEDY SET FORTH THEREIN AS THESOLE AND EXCLUSIVE REMEDY THEREUNDER.

 

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

 

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

 

23.    TERMINATION

 

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

 

(b) Either party mayterminate this Agreement for cause, upon the occurrence of any of the followingevents: (i) the other Party becomes the subject of a bankruptcy petitionfiled in a court in any jurisdiction, whether voluntary or involuntary; (ii) areceiver or trustee is appointed for all or a substantial portion of the otherParty’s assets; (iii) the other Party makes an assignment for the benefitof its creditors; (iv) the other Party fails to perform any material covenantor obligation in the Agreement; or (v) any representation or warranty inthe Agreement made by the other party ceases to be true and correct in allmaterial respects.

 

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

 

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

 

(e) Ford shall have no other obligations toManufacturer 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, Manufacturerwill provide the most current Financial Reports: (a) for the Manufacturer;and, (b) for any Related Company of Manufacturer involved in the converterbusiness or in financing the Manufacturer. Financial Reports include income statements, balance sheets, cash flowstatements and supporting data. Ford may use Financial Reports provided only toassess Manufacturer’s ongoing ability to perform its obligations under thisAgreement and for no other purpose, unless Manufacturer

 

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agreesotherwise in writing. Ford agrees that it shall protect the disclosed FinancialReports by using the same degree of care, but no less than a reasonable degreeof care, to prevent the dissemination to third parties or publication of theFinancial Reports as Ford uses to protect its own confidential information of alike nature. Ford is permitted to disseminate the Financial Reports to itsemployees and those employees of any of its subsidiaries, its parent companyand any of its parent company’s subsidiaries, provided such employees are madefully aware of the obligation of confidentiality contained within thisAgreement. Manufacturer certifies that any information contained in theFinancial Reports shall be true, correct and complete and that the financialinformation therein fairly presents the financial condition of Manufacturer inaccordance with generally accepted accounting principles. Manufactureracknowledges and intends that Ford shall rely, and shall have the right torely, on such information. For the purpose of this Agreement, a Related Companyis any parent company of Manufacturer and any subsidiary or affiliate in whichany of them owns or controls at least 25% of the voting stock, partnershipinterest or other ownership interest. If requested by Ford, Manufacturer willprovide to Ford Letters of Credit and/or Personal Guarantees and/or CorporateGuarantees. Such letters of Credit, Personal Guarantees, Corporate Guaranteesand Financial Statements will be collected from Manufacturer by Ford MotorCredit Company on behalf of Ford.

 

25.    GENERAL TERMS

 

(a) This agreement shall bind Ford when signedby a duly authorized representative of Manufacturer and when it bears thesignature of Ford’s Commercial Truck Director. No waiver or modification of anyterm of this Agreement, or creation of additional terms, shall be valid orbinding upon Ford unless made in writing as set forth above. The failure byeither party to enforce any term of this Agreement at any future time shall notbe considered a waiver of any right or remedy available hereunder or by law.

 

(b) This Agreement does not constitute eitherparty the agent or legal representative of the other party for any purposewhatsoever.

 

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

 

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

 

(e) All notices and other communicationshereunder shall be in writing and shall be deemed given when deliveredpersonally or when telecopied (with confirmation of the transmission receivedby the sender), one business day after being delivered to a nationallyrecognized overnight courier with next day delivery specified or three businessdays after mailing by certified or registered U.S. Mail, return receiptrequested, with first class postage prepaid, unless otherwise set forth in thisAgreement, to the Parties at the following addresses (or at such other addressfor a Party as shall be specified by like notice) (“Notice”):

 

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(i)ifto Ford, to:

 

FordMotor Company

OneAmerican Road

Dearborn,Michigan 48126

Attention:Secretary’s Office

FacsimileNo.: (313) 248-7613

 

witha copy to:

 

FordMotor Company

DirectorCommercial Truck

6N233

16800Executive Plaza Drive

Dearborn,Michigan 48126

 

(ii) ifto Manufacturer, to:

SupremeIndiana Operations

2581E. Kercher Road

Goshen, IN46528

 

(f) Manufacturer may not assign this Agreementor delegate performance of its obligations hereunder without the prior writtenconsent of Ford.

 

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

 

IN WITNESS WHEREOF, the parties have caused theirduly authorized representatives to execute this Agreement on the execution dateset forth below. The Effective Date of this Agreement shall be as definedherein above.

 

Theparties 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 |
|                                |                        |                                   |  |  |  |  |

 

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**Exhibit A**

** **

**Ford Converter Pool Authorized Delivery Locations**

 

22135 Alessandro Blvd.Moreno Valley, CA 92553

 

2450 Progress WayWoodburn, OR 97071

 

2581 East Kercher RoadGoshen, IN 46526

 

531 Hwy. 41 BypassGriffin, GA 30224

 

500 West Commerce StreetCleburne, TX 76031

 

3050 Dee StreetApopka, FL 32703

 

411 Jonestown RoadJonestown, PA 17038

 

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