**Exhibit 10.11**

 

SPECIAL VEHICLE MANUFACTURERCONVERTERS AGREEMENT

 

THISAGREEMENT is executed by and between General Motors Corporation, a Delawarecorporation whose business office is located in Detroit, Michigan (hereinafter “GM)”,and Supreme Corporation, located at Goshen, IN (hereinafter “Manufacturer”),effective February 29, 2008.

 

WHEREAS, GM is engaged inthe business of assembling and marketing complete and incomplete motorvehicles, including trucks, truck chassis and cars (hereinafter “Vehicles”);and

 

WHEREAS, Manufacturer isengaged in the business of manufacturing and marketing special bodies andequipment installed on or in Vehicles (Vehicles modified, completed or alteredby Manufacturer are hereinafter “End Products”); and

 

WHEREAS, GM and Manufacturerare currently parties to a Special Vehicle Manufacturer Converters Agreement,which will be terminated and superseded by this Agreement.

 

WHEREAS, independentauthorized GM dealers (hereinafter “Dealers”) may acquire End Products fromManufacturer; and

 

WHEREAS, GM and Manufacturerdesire that GM sell Vehicles to Manufacturer on a restricted basis to be madeinto End Products by Manufacturer for resale to Dealers so as to facilitate thebusiness operations of GM, its Dealers, and Manufacturer, including theaccommodation of the parties’ production schedules to the extent feasible; and

 

WHEREAS, implementation ofthis Agreement will require, among other things, the establishment andmaintenance of an arrangement between Manufacturer and a financial institutionto finance the purchase of and facilitate the payment for the Vehicles from GM;

 

NOW, THEREFORE, in relianceon and in consideration of the premises and the mutual promises contained inthis Agreement, the parties hereby agree as follows:

 

Article 1*:*Termof Agreement

 

1.1                                  The term of this agreement shall be five (5) yearsfrom the effective date specified above.

 

Article 2: Agreement toSell and Purchase Vehicles

 

2.1                                  GM agrees to sell to Manufacturer, andManufacturer agrees to purchase from GM, Vehicles subject to all of the termsand conditions of this Agreement. GM has provided Manufacturer with a copy ofits current Special Vehicle Manufacturer Policy and Procedures Manual(hereinafter “Manual”), setting forth the policies and procedures Manufactureris required to follow *in*theprocessing of Vehicles hereunder, including policies and procedures forordering Vehicles, and repair of transportation damage and defective parts. GMreserves the right to change the

 

March 2008

 

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Manual in writing at any time. The Manual is hereby incorporated byreference into this Agreement, and all of the provisions now or hereaftercontained in the Manual shall be deemed to be part and parcel of this Agreement.Manufacturer shall follow the policies and procedures set forth in the Manualin the performance of its obligations hereunder. In case there is a conflictbetween provisions of the Manual and the terms and conditions of thisAgreement, the terms and conditions of this Agreement shall govern.

 

Article 3: VehicleOrders; Prices; Financing

 

3.1                                  Manufacturer shall submit orders to GM forVehicles electronically, or in such other manner as may be specified by GM.There are numerous factors which affect the availability of Vehicles. GMreserves to itself absolute discretion in accepting orders and distributingVehicles, and its judgment in such matters shall be final. Manufacturer’sorders for Vehicles are not binding on GM until accepted by GM, and may be canceledby Manufacturer until that time. An order is accepted by GM when the Vehicle isreleased to production. Manufacturer shall be responsible for ordering Vehicleswith emissions systems that comply with the emissions laws in the states inwhich the End Products will be sold.

 

3.2                                  Prices and other terms of sale applicable toVehicles are those set forth in GMPricing.com. Such prices may be changed by GMat any time. Except as otherwise provided by GM in writing, such changes willapply to Vehicles not shipped at the time the changes are effective. Vehiclesordered under this Agreement are not eligible for any price protectionallowance that otherwise may have been available on orders submitted directlyby a Dealer to GM.

 

3.3                                  Manufacturer shall establish and maintain afinancing arrangement between Manufacturer and a financial institution for thepurpose of financing the purchase of and facilitating the payment for theVehicles from GM. The financial institution must be satisfactory to GM.Manufacturer shall provide to GM a copy of the Agreement between Manufacturerand its financial institution. Manufacturer shall notify GM in advance of anyproposed changes in its financing arrangement for review and acceptance by GM.Manufacturer and its financial institution shall furnish GM with a statement asto the maximum number of Vehicles that will be financed by such financialinstitution at any particular time. This maximum number of Vehicles is referredto in this Agreement and the Manual as the “Credit Limit.” Failure ofManufacturer to obtain or retain a Vehicle inventory financing arrangement inan amount satisfactory to GM and with a financial institution acceptable to GMwill result in termination of this Agreement.

 

3.4                                  Except for the purpose of financing Manufacturer’sacquisition of Vehicles hereunder, Manufacturer shall not grant, nor cause orpermit to arise, any security, lien, or other interest in any part of an EndProduct (other than a special body or equipment installed thereon byManufacturer) without GM’s prior written approval. Manufacturer shall promptlyreimburse GM for any money paid by GM to discharge any such adverse lien orinterest, if it elects or is required to do so.

 

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3.5                                  GM shall have the right, with or withoutadvance notice, to examine Vehicles and Manufacturer’s records in respectthereof at any time during regular business hours.

 

Article 4: Handling ofVehicles

 

4.1                                  Upon receipt of Vehicles, Manufacturer shallinspect each Vehicle for damage or shortage and shall accept custody of, andexecute an appropriate receipt for, each Vehicle. Manufacturer agrees toresolve any damage or warranty claims in accordance with the Manual.

 

4.2                                  Manufacturer shall keep and maintain eachVehicle delivered to it in safe storage (including, as appropriate, in adefined area enclosed by an adequate fence and protected to the extentappropriate in that vicinity by security personnel). Manufacturer shall notstore any Vehicle at any location not identified by address on Exhibit A.Manufacturer’s obligation is to ensure that Vehicles do not deteriorate from alike new condition in appearance or quality during the period of Manufacturer’scontrol.

 

4.3                                  Manufacturer shall have corrected all damageor shortages noted upon receipt. All repairs must be performed by an authorizedGM Dealer.

 

Article 5: Delivery;Title and Risk of Loss; Insurance

 

5.1                                  GM will select the assembly and shippinglocations and the modes of transportation for delivery of Vehicles to Manufacturer.Risk of loss shall pass to Manufacturer upon delivery by GM to a carrier(F.O.B. GM’s assembly plant), and actual and legal title shall similarly passto Manufacturer but with restrictions for mutual benefit as further provided inthis Agreement. Delivery shall be to Manufacturer’s business premisesidentified on Exhibit A, unless GM decides another location isappropriate. Any claims for loss or damage to a Vehicle while in the possessionof a carrier must be noted on the delivery receipt and submitted to GM.

 

5.2                                  Manufacturer’s purchase and possession ofVehicles hereunder is a restrictive purchase and possession for mutual benefit,and Manufacturer acknowledges that this Agreement is intended to result in thedistribution of quality End Products only to GM’s Dealer network for theparticular Vehicle brand. Following an agreement by Manufacturer with a Dealerfor the Dealer’s purchase of an End Product, Manufacturer shall notify GM in amanner specified by GM. Upon such notice, GM will credit Manufacturer for theoriginal cost of the Vehicle and charge the Dealer for that Vehicle. Within twodays after invoicing the Dealer, GM will initiate delivery of the Manufacturer’sStatement or Certificate of Origin (“MSO”) for each Vehicle to Dealer.Manufacturer agrees not to perform any modifications or alterations to theVehicle until issuance of the MSO. Manufacturer agrees that after ownership ofeach Vehicle has been transferred to Dealer, Manufacturer’s possession of theVehicle is a bailment for purposes of upfitting and storage only.

 

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5.3                                  Manufacturer shall, absent written agreementto the contrary, be responsible for delivery of End Products to Dealers withcertification and labeling in accordance with Section 8.1 of thisAgreement, and for invoicing and collecting for its work on or in Vehicles.Manufacturer acknowledges that the date of GM’s charge to a Dealer for aVehicle has significance for purposes of pricing, promotions, inventorycharges, and other purposes, and to the extent possible, Manufacturer shallmodify, alter or complete the End Product and ship the appropriate End Productpromptly upon a Dealer’s purchase of such End Product. Manufacturer agrees topromptly negotiate a reasonable settlement in good faith with any Dealer whichincurs undue delay in delivery of an End Product.

 

5.4                                  Manufacturer hereby indemnifies and holds GMharmless from and against any and all claim, cause of action, loss, damage, orexpense, including reasonable attorneys’ fees and expenses incurred from anylitigation, arising from or relating to any claim for injury or property damagein connection with the manufacturing or marketing of End Products or with theuse, operation or storage of any Vehicle while Manufacturer has title, custody,possession, or risk of loss under this Agreement.

 

5.5                                  Manufacturer shall obtain and maintain,pursuant to the terms of this Agreement, at its sole expense, the followingtypes of insurance coverage, with minimum limits as set forth below:

 

1.                                       Comprehensive General Liability coverage,including products, completed operations and contractual liability, at a limitacceptable to GM but not less than $10,000,000 per occurrence for personalinjury and property damage combined.

 

2.                                       Comprehensive Automobile Liability coveringall owned, hired, and non-owned vehicles at a limit of not less than $5,000,000per occurrence for personal injury and property damage combined, including allstatutory coverages for all states of operation.

 

3.                                       Workers Compensation in the statutory limitsfor all states of operation.

 

4.                                       Employers Liability in limits of not lessthan $1,000,000 for all states of operation.

 

5.                                       Garage Keepers Legal Liability on a DirectPrimary coverage basis including comprehensive and collision coverage at alimit equal to at least the highest value of vehicles in the Manufacturer’scare, custody and control at any one time. Coverage should apply to allvehicles while in the care, custody or control of Manufacturer for any cause ofphysical damage on a primary basis without regard to negligence. (This coverageshould be maintained separate and distinct from coverage available under theManufacturer’s finance plan.)

 

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6.                                       Manufacturer shall provide annually to GM acertificate of insurance and insurance policy evidencing GM as an additionalinsured for all above-mentioned coverages except Workers Compensation andEmployers Liability for all activities connected with this Agreement, and statingthat the above-listed insurance is primary to any coverage that may beavailable to GM. Manufacturer shall provide at least thirty days’ prior writtennotice to GM of cancellation, modification, expiration or material change toany policy and, at that time, shall provide GM with a certificate of insuranceand insurance policy for the modified, renewed or replacement policy. Suchcertificate(s) shall be in a form acceptable to, and underwritten by,insurance company (ies) satisfactory to GM. The purchase of appropriateinsurance coverage by Manufacturer or the furnishing of certificate(s) ofinsurance shall not release Manufacturer from its respective obligations orliabilities under this Agreement. All coverage’s shall be maintained throughoutthe duration of this Agreement with the exception of Comprehensive GeneralLiability coverage referenced in Section 5.5.1 above, which shall bemaintained for a period of ten years after termination of this Agreement.

 

Article 6. End ProductDemonstrators; Show and Event End Products

 

6.1                                  In some cases, Manufacturer may seek to loanan End Product to Dealer(s) for demonstration purposes andlor to GM forstatic display at a show or event, without reaching an agreement with Dealerfor the purchase for the End Product and without the Manufacturer reporting theEnd Product or Vehicle to GM as “Sold”. GM, in its sole discretion, may approveManufacturer’s use of a limited number of such End Products for demonstratorservices (“End Product Demo” or “Demo”) to support the Manufacturer’s marketingof End Products to Dealers and at shows and events. GM, in its sole discretion,will specify the number of Demos that Manufacturer may have in use at any onetime. Manufacturer must enter the End Product Demo into the GM Demo program service,in accordance with GM’s then standard requirements, as may change from time totime for a specified minimum days service (Demo Period). Additionally, if aDemo is loaned to GM for static display at a show or event, any such loan shallbe in accordance with GM’s then standard requirements for show and event Demosloaned to GM, as may change from time to time, including by executing a Loan ofUpfit Vehicle Terms and Conditions.

 

6.2                                  GM will retain the MSO of Vehiclesincorporated into End Products enrolled in the Demo program, pending itsrestricted sale to a Dealer at the end of the Demo Period.. Manufacturer shallmake every effort to “pre-sell” the Demo to a GM Dealer before the end of theDemo Period.

 

6.3                                  Except as expressly provided in this Article 6, all the terms and conditions of this Agreement, including but not limited totitle, risk of loss, labeling, certification, indemnification and insurance,shall apply to End Product Manufacturer shall be

 

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responsible for all costs related to the Demo End Products, includingtax, title, registration, fuel, maintenance, mileage, wear Demos and tear,licensing fees, and insurance for the End Product.

 

Article 7: Upfitting;Standard of Workmanship

 

7.1                                  Manufacturer shall not alter any Vehicle,install any body or equipment thereon, or remove any Vehicle from its businesspremises where originally delivered prior to:

 

a.                                       Approval by GM of its financial institutionfor Demos or Show and Event End Products; or

 

b.                                      For all other Vehicles, sale of such Vehicle(s) byManufacturer to a Dealer as provided in this Agreement and notice thereof toGM.

 

7.2                                  To the extent possible, Manufacturer shallprocess Vehicles delivered under the terms of this Agreement on a first-in,first-out basis.

 

7.3                                  Manufacturer shall use its best skills andjudgment and shall perform all work on its premises (unless an alternatelocation to perform the work has been approved by GM) in accordance with thehighest professional standards of workmanship, and it shall exercise due careto ensure that all work it performs is free from defects in design, materials,and workmanship. Manufacturer shall further employ or retain persons withappropriate technical competence for the work being performed. GM may providetechnical information on Vehicles to assist Manufacturer, but Manufacturer willcontrol and bear full responsibility for the design and manufacture of the EndProduct.

 

7.4                                  Manufacturer acknowledges that the reputationof GM and its products may be affected by the quality, reliability, anddurability of Manufacturer’s products and its conduct in the marketplace. GMmay provide Manufacturer with process guidelines and other information forimproving End Product quality, reliability and durability, and provide toManufacturer a periodic assessment of its processes. Manufacturer isresponsible for selecting and implementing processes which meet customerexpectations for quality, reliability, and durability.

 

7.5                                  Manufacturer agrees to maintain a viableDealer and consumer relations activity, to offer a competitive warranty on itswork to Dealers and consumers equal in duration and every other aspect to theapplicable chassis model year new Vehicle and powertrain warranties, and tomaintain through Dealers, and others at Manufacturer’s discretion, a system ofconvenient Warranty corrections for consumers, and to make available to Dealersservice replacement parts with number identification systems (this shallhereinafter be referred to as “Parts Number Identification”) for Warranty andnon-Warranty service for a reasonable period of time after End Products aresold to consumers.

 

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Article 8: Compliancewith Applicable Laws

 

8.1                                  Manufacturer shall comply with all federal,state, and local laws, regulations, and standards in its performance of itswork. Manufacturer acknowledges its legal responsibility insofar as it is themanufacturer of an End Product and agrees to certify, label and warrant its contributionto the End Product in compliance with applicable laws, including but notlimited to warranty laws and Federal Motor Vehicle Safety Standards. Further,Manufacturer agrees to cooperate with GM in achieving compliance withapplicable laws and regulations, Manufacturer shall comply with and maintain acopy of the “Document for Incomplete Vehicles” supplied by GM with certainVehicles and maintain a record of the name and address of the first retailpurchaser of each End Product and shall make such information available to GMat the times and in the manner specified by GM. Manufacturer shall beresponsible for ensuring that End Products are sold to first retail purchasersin compliance with federal and state emissions laws and federal fuel economy laws.Manufacturer shall refer to GM’s annual letter to dealers and upfitters forguidance concerning compliance with emissions laws.

 

8.2                                  Manufacturer shall promptly notify GM of anyreal or potential defect in the End Products and be responsible for reportingunder the federal Transportation Recall Enhancement Accountability andDocumentation (T.R.E.A.D.) Act If Manufacturer believes that there is anemission-related defect or failure in the End Products, GM and the Manufacturerwill exchange information and will consult with each other with respect to theneed and advisability of either or both filing an emission report to theappropriate government agencies.

 

8.3                                  Manufacturer hereby indemnifies, agrees todefend against and hold harmless GM from any claims, suits, loss, damage orexpense, including settlements, judgments, expert fees, and attorneys’ fees,resulting from or related to any actual, potential, or threatened claim,action, complaint, or proceeding against GM for, without limitations, anyunauthorized use of any trademark, patent, process, idea, method, or device byManufacturer in connection with modifications or additions made by or forManufacturing (including those modifications or additions made by Manufacturerwith assistance provided by GM under Section 5.3 hereof).

 

8.4                                  Even if not required by law, Manufacturershall affix to each End Product an Information Label for either an altered orcompleted vehicle according to the specifications, including location of thelabel, established by the National Highway Traffic Safety Administration.Manufacturer shall also comply with the requirements of the AutomobileInformation Disclosure (Monroney) Act and the Energy Policy and ConservationAct, as applicable. If Manufacturer’s work affects the information contained onthe window label placed on the Vehicle by GM, Manufacturer shall apply its ownadditional label with appropriate disclosure or updated information. Nothing inthis Section shall relieve Manufacturer of its obligation to comply withall applicable laws as specified in Section 8.1. of this Article.

 

Article 9: NewVehicle Preparation; Vehicle Warranty andCampaign Corrections by Manufacturer

 

9.1                                  Manufacturer shall have performed, by anauthorized GM Dealer, needed warranty and special policy repairs andadjustments, and campaign corrections directed by GM. Such services may beperformed on Vehicles prior to upfitting so long as the

 

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upfitting will not impact either directly or indirectly the Vehiclecomponents or systems affected by the services. Otherwise, such services shallbe performed after upfitting but before the End Products leave Manufacturer’spossession. Manufacturer shall make End Products available to such Dealer insuch fashion as to facilitate the performance of services.

 

9.2                                  The written new Vehicle warranty providedwith each Vehicle contains the only GM warranty applicable to such Vehicle, andGM neither assumes nor authorizes anyone to assume for it any other obligationor liability in connection with such Vehicle. In particular, GM does notassume, and hereby disclaims, any warranty or other liability or obligation,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE AND ANY PRODUCT LIABILITIES BASED UPON NEGLIGENCE OR STRICT LIABILITY,to Manufacturer, except if Manufacturer becomes an owner of a Vehicle, and thenonly to the extent of the written new Vehicle warranty. Manufacturer shallensure that General Motors’ written new Vehicle warranty and other productinformation intended for the consumer are placed in the End Product and remainwith it when it leaves the custody of the Manufacturer. Manufacturer shall alsoensure that Manufacturer’s written new Vehicle warranty and other product informationintended for the consumer are placed in the End Product and remain with it whenit leaves the custody of the Manufacturer.

 

Article 10: RecallCampaigns; Product Liability

 

10.1                            In the event of a recall campaign by GMnecessitated by a defect or nonconformity in a Vehicle for which Manufactureris responsible, in whole or in part, Manufacturer shall reimburse GM the directcosts, expenses and any penalties which may be incurred, with the understandingthat the portion of such direct costs, expenses and penalties to be borne byManufacturer shall be proportional to the degree to which the defect ornon-conformity of Manufacturer’s work caused the recall. Prior to GM orManufacturer performing any recall campaign for which GM or Manufacturerexpects reimbursement, GM and Manufacturer will exchange information and willconsult with each other with respect to the need and advisability thereof;provided, however, that the final decision as to whether or not to have such arecall shall in every instance rest with General Motors.

 

10.2                            With respect to any actual, potential, orthreatened claim, action, or proceeding (hereinafter “Claim”), regardless ofwhether such Claim is based on strict liability, negligence, warranty, or othertheory (hereinafter “Product Liability”), relating to any aspect ofManufacturer’s work, each of the parties to this Agreement shall (a) communicateand cooperate with the other and, if necessary, the appropriate insurancecarrier, to the fullest extent reasonably possible in investigation of thefacts and circumstances surrounding the Claim and in any litigation involvingthe Claim; (b) refrain from taking any position adverse to the interestsof the other party to this Agreement; and (c) not, except in enforcementof the rights hereunder, institute any claim, action, or proceeding, whether bycross-complaint, third party complaint, interpleader, or otherwise, against theother party to this Agreement.

 

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10.3                            With respect to any Product Liability orrelated liability, costs, and expense under this Article, the following areapplicable:

 

a.                                       Any settlement or payment to satisfy anadverse judgment in any Claim shall be apportioned to GM and Manufacturer basedupon such judgment or, if there is no judgment or it is not definitive as tocausation, each party’s liability; and

 

b.                                      GM and Manufacturer shall bear theirrespective costs and expenses incurred in connection with cooperation ininvestigation and litigation, including those costs incurred for the productionof documents and answering of other discovery.

 

10,4                            In the event a Product Liability Claim isbrought against GM or Manufacturer relating to the other’s work, each partyshall promptly forward to the other party every summons and complaint and everyother court document received by it; and if the other party is named a party inthe action, in no event shall either party take any action toward settlementwithout prior notification to the other party of such proposed action followedby a reasonable period of time to allow the other party to respond to suchnotification.

 

Article 11:**GMTrademark Usage

 

11.1                            During the term of this Agreement, theManufacturer is granted a royalty-free, non-exclusive right and license todisplay the GM Fleet & Commercial authorized logo as depicted in Exhibit “B”(the “Mark”). This Mark may be used only in communications with GM dealers,provided that the following disclosure language appears prominently and inclose proximity to the Mark: “GM Special Vehicle Manufacturer meansManufacturer orders and receives vehicles directly from GM, agrees to maintain$10,000,000 product liability coverage, and agrees to comply with applicablegovernment safety regulations. Manufacturer and not GM is responsible for FMVSScertification of the Modified or Upfitted Vehicle.” The Mark may not be used onor in any End Product, on any End Product labeling, or on any communicationswith, or materials intended for, the end user. The Manufacturer shall not haveany other right to use any GM Marks.

 

11.2                            The Mark may be used only to convey to GMDealers and end users that the Manufacturer (1) can order Vehiclesdirectly from GM, (2) can be shipped Vehicles directly from GM, (3) hasa direct transmittal and billing relationship with GM, and (4) meets GMinsurance requirements applicable to special vehicle Manufacturers. The Markmay not under any circumstances be used to state or imply that GM endorses,approves or authorizes in any way the End Products of Manufacturer. Forexample, Manufacturer shall not use phrases such as “GM Authorized”, “GMApproved”, or any similar terms or phrases where the use of GM’s trademark, orsimilar statements, may cause confusion to end users or dealers about the natureof GM’s limited relationship with Manufacturer.

 

11.3                            Other than as set forth in Sections 11.1 and11.2, the Manufacturer is not authorized or licensed to use any GM sourceidentifiers in association with the promotion or offering of

 

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their services to GM dealers or end users. GM source identifiersinclude trademarks, trade dress, website URLs, rights of publicity, and otherintellectual property owned by GM that evoke GM, and GM’s related products andservices.

 

11.4                            Manufacturer hereby acknowledges that theProprietary Marks (defined as the various trademarks, service marks, names anddesigns used in connection with General Motors products and services) are thesole and exclusive property of GM. Manufacturer and/or its customers will not,at any time, do or suffer to be done any act or thing which will in any wayimpair the rights of GM with regard to the Proprietary Marks. In particular,Manufacturer will not use, cause, or permit to be used, any of the ProprietaryMarks on any goods or in conjunction with any services, except as provided toit by GM under this Agreement. Moreover, Manufacturer will not use theProprietary Marks to incur any obligations or indebtedness on behalf of GM.

 

11.5                            Manufacturer will not apply to register ormaintain a registration for any Proprietary Marks either alone or as part ofanother mark, including internet domain name without General Motors priorwritten approval. Manufacturer will not take any action that may adverselyaffect the validity of the Proprietary Marks or the goodwill associated withthem.

 

11.6                            Manufacturer agrees to purchase and sellgoods bearing Proprietary Marks only from parties authorized or licensed by GM.The Proprietary Marks may be not be used as part of the Manufacturer’s namewithout the express written permission of GM.

 

11.7                            Manufacturer agrees to change or discontinuethe use of any Proprietary Marks upon GM’s request. Manufacturer agrees that nocompany owned by or affiliated with Manufacturer or any of its owners may useany Proprietary Mark to identify a business without GM’s prior writtenpermission.

 

11.8                            Compliance with the obligations set forth inthis Article requires, and the Manufacturer further agrees to maintainreasonable and adequate records to allow GM to verify compliance with theseobligations.

 

Article 12:**Indemnification;Dispute Resolution

 

12.1                            In the event a suit or other proceeding iscommenced relating to any aspect of Manufacturer’s work, including any portionsof a Vehicle affected by Manufacturer’s work, Manufacturer agrees to hold GMharmless and indemnify GM completely from Product Liability losses. Each partyshall retain the right to conduct its own defense to such suit or proceeding.

 

12.2                            In the event of any breach of any obligationcontained in this Agreement, the breaching party shall indemnify thenonbreaching party for any damage, costs, and expense, including reasonableattorneys’ fees, suffered by the nonbreaching party due to the breach.

 

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12.3                            If it cannot be determined whether, or theextent to which, a settlement of or judgment in a Claim or a recall campaignwas based on an aspect of Manufacturer’s work or on another part in a Vehiclethat plaintiff alleged was defective, then either party may submit the matterto binding arbitration in order to determine the relative percentage allocableto each party. Such disputes shall be finally settled under the Rules ofthe American Arbitration Association, provided that the arbitration shall notoccur until after the conclusion of the case. There shall be three (3) arbiters,one appointed by GM and one appointed by Manufacturer, with the third appointedby the other two. Costs of the arbitration shall be shared equally.

 

Article 13: AnnualBusiness Review

 

13.1                            In July of each calendar year,Manufacturer shall submit to GM the following:

 

(a)                                   a current certificate of insurance asprovided under Section 5.5.6 above; and

 

(b)                                  an updated and completed SVM Business InformationUpdate Form, which shall be provided to Manufacturer by GM from time to time.

 

13.2                            Manufacturer agrees to meet with a GMrepresentative annually to complete a GM Special Vehicle ManufacturerAssessment form, which shall be provided to Manufacturer by GM from time totime.

 

13.3                            If Manufacturer fails to provide (a) theinformation required in Section 13.1 annually during the month of July or(b) the certificate of insurance and insurance policies as required under Section 5.5.6,GM may suspend any shipment of Vehicles to Manufacturer, or terminate thisAgreement as provided below.

 

Article 14:Distribution of Vehicles in US; Export Controls

 

14.1                            Vehicles sold to Manufacturer under thisAgreement are for distribution in the 50 United States, and the District ofColumbia (“U.S.”) or Puerto Rico. It is a material breach of this Agreement forManufacturer to sell, cause or arrange to be sold End Products or new motorvehicles for resale or principal use outside the U.S. or Puerto Rico.Manufacturer agrees that it will not sell any Vehicles or End Products in orinto the U.S. which were not originally manufactured for sale and distributionin the United States.

 

14.2                            Manufacturer hereby agrees that the products,software or technical data supplied by GM under this Agreement are subject tothe export control laws and regulations of the United States (U.S.).Manufacturer shall comply with such laws and regulations and agrees not toexport, re-export or transfer such products, software or technical data contraryto U.S. export laws and regulations. Furthermore, Manufacturer agrees theproducts, software or technical data supplied hereunder will not be exported,re-exported or otherwise transferred to: (a) any country subject to U.S.sanctions; (b) any party for a prohibited military end-use or to a

 

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prohibited military end-user; (c) any party that is engaged inmissile, nuclear, biological or chemical weapons end-uses; and (d) anyparty on any of the U.S. Government’s various lists of restricted parties.

 

14.3         Manufacturer’s obligations under this Article shallsurvive the expiration or termination of this Agreement.

 

Article 15: Termination

 

15.1         This Agreement shall expire at the end of theTerm specified above without further notice unless terminated earlier asspecified below in this Article.

 

15.2         This Agreement may be terminated prior to theend of the Term by either party at any time by written notice thereof to theother party. Written notice of termination shall be delivered personally or bycertified mail, return receipt requested; termination shall be effective at theend of the third business day after the day of receipt of such written noticeor at such later time as may be set forth in such notice.

 

15.3         If this Agreement is terminated by GM,Manufacturer may purchase outright or have a Dealer purchase outright any orall Vehicles in Manufacturer’s custody. The net purchase price for each suchVehicle shall be the Dealer invoice price at which GM would have sold suchVehicle to a Dealer on the date of GM’s invoice to Manufacturer inclusive ofany discounts or allowances (including model close-out allowance, ifapplicable) that might have been available to such Dealer. Unless otherwiseagreed in writing, such purchase price shall be paid to GM by certified checkor bank check delivered not later than the aforesaid third business day. In thealternative, GM shall retake possession of Vehicles in Manufacturer’s custodyand credit Manufacturer for Manufacturer’s original purchase price from GM.

 

15.4         If this Agreement is terminated byManufacturer, Manufacturer shall, prior to the effective date of termination,have a Dealer purchase outright, or, for demonstrator or show and event units,purchase outright all Vehicles in its custody in accordance with the terms of Section 5.2;provided, however, that GM at its option may retake possession of suchVehicles, or any of them, and (a) credit Manufacturer for Manufacturer’soriginal purchase price from GM, and (b) charge Manufacturer the lesser ofthe expense incurred by GM to redistribute such Vehicles or the destinationcharge applicable to similar units delivered to any authorized GM Dealer nearManufacturer’s business premises.

 

15.5         GM shall have a reasonable period, and in anyevent not less than thirty days from the date of termination, in which toremove Vehicles from Manufacturer’s premises, and Manufacturer’s obligationunder this Agreement in connection with safekeeping vehicles in its possessionshall continue during such period.

 

15.6         If GM retakes possession of any Vehiclesunder this Article, the terms of this Agreement shall not apply to any Vehiclesupon which Manufacturer has installed

 

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bodies or other equipment, or that are not in a new and unusedcondition or have missing parts or components.

 

15.7         If this Agreement is terminated, any and allfunds in the Manufacturer’s Merchandising Reserve account, addressed in Article 16herein, shall revert to GM.

 

Article 16:Merchandising Reserve

 

16.1         To assist Manufacturer with merchandising and marketing expensesresulting from sales of eligible GM Vehicles, GM may in its sole discretionprovide a merchandising reserve in an amount to be determined each model year(hereinafter the “Merchandising Reserve”).

 

16.2         This Merchandising Reserve will be accumulated by GM for any eligibleVehicles released to Dealers from September 1 through August 31 ofeach year, until further notice. The Merchandising Reserve fund will be paid tothe Manufacturer’s open account twice a year (typically early Spring and earlyFall) unless GM notifies the Manufacturer otherwise.

 

16.3         Until the Merchandising Reserve is actually paid to Manufacturer, itremains the sole property of GM. Also GM has the right to recoup, setoff ordeduct from the Merchandising Reserve any amounts due or to become due (whethermatured, contingent or liquidated) from Manufacturer to GM or its subsidiaries.If this Agreement is terminated, any and all funds in the Merchandising Reserveaccount shall not be paid to Manufacturer.

 

16.4         Merchandising Reserve funds are intended to assist Manufacturer withits merchandising of eligible Vehicles to GM Dealers. As a condition to receiptof these funds annually, Manufacturer must spend not less than an equal amountto the reserve on such merchandising. GM may request receipts to support suchpayments.

 

Article 17: GeneralTerms

 

17.1         No waiver or modification of any term of this Agreement or creation ofadditional terms shall be valid or binding upon GM unless made in writingexecuted on its behalf by a Manager in General Motor’s Fleet &Commercial Operations. The failure by either party to enforce any term of thisAgreement at any future time shall not be considered a waiver of any right orremedy available hereunder or by law.

 

17.2         This Agreement does not constitute either party the agent or legalrepresentative of the other for any purpose whatsoever.

 

17.3         This Agreement (i) contains the entire understanding of theParties relating to the subjects hereto, (ii) supersedes all priorstatements, representations and agreements, and (iii) cannot be amendedexcept by a written instruments signed by all parties. The Parties representand agree that, in entering into this agreement, they have not relied upon anyoral or written agreements , representations,

 

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statements, or promises,express or implied, not specifically set forth in this Agreement. The Partiesexpressly waive application of any law, statute or judicial decision allowingoral modifications, amendments or additions to this Agreement notwithstandingthis express written provision requiring a writing signed by the Parties.

 

17.4                           This Agreement shall be governed by andconstrued in accordance with the laws of the State of Michigan as if entirelyperformed therein, without regard to the conflicts of law and principlesthereof.

 

17.5                           Any notice required or permitted to be givenby either party under or in connection with this Agreement shall be in writingand shall be deemed duly given when personally delivered or sent by mail or byexpedited courier service, or by cable or facsimile, as aforesaid to theaddresses indicated in the SVM Business Information Update Form, unlessotherwise agreed to by the parties.

 

17.6                           Allmonies or accounts due Manufacturer from GM under this Agreement shall beconsidered net of any indebtedness of Manufacturer to GM, including its subsidiaries,and GM may, at its election, recoup, setoff or deduct any indebtedness of Manufacturer or Manufacturer’sfinancial institution to GM against any monies or accounts due from GM toManufacturer.

 

17.7                           Manufacturer may not assign or delegate thisAgreement or any of its obligations under this Agreement without the priorwritten consent of GM.

 

17.8                           This Agreement is not enforceable by anythird parties and is not intended to convey any rights or benefits to anyonewho is not a party to this Agreement.

 

17.9                           If any term of this Agreement is invalid orunenforceable under any statute, regulation, ordinance, executive order orother rule of law, such term shall be deemed reformed or deleted, but onlyto the extent necessary to comply with such statute, regulation, ordinance,order or rule, and the remaining provisions of this Agreement shall remain infull force and effect.

 

*[Signature page follows]*

 

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IN WITNESS WHEREOF, theparties have caused their duly authorized representatives to execute thisAgreement on the dates set forth below:

 
| MANUFACTURER:       | GENERAL MOTORS CORPORATION      |
|---------------------|---------------------------------|
| Supreme Corporation | Fleet and Commercial Operations |

 

 

General Motors ManufacturerCode(s):

 

 
| By     |   |   | By    |   |
|--------|--------|--------|-------|--------|
| Title: |   |   | Title |   |
| Date:  |   |   | Date  |   |
|        |        |        |       |        |  |  |

 

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EXHIBIT A TO

 

SPECIAL VEHICLE MANUFACTURER CONVERTERS PROGRAM AGREEMENT

 

Agreement applies to allmodels of trucks, truck chassis and cars (Vehicles) available through GeneralMotors Fleet and Commercial Operations which are shipped under this Agreement.

 

Vehicles delivered toManufacturer shall be stored at the following locations, and no others:

 
| 1. Supreme Corporation | Goshen, Indiana           |
|------------------------|---------------------------|
| 2. Supreme Corporation | Griffin, Georgia          |
| 3. Supreme Corporation | Cleburne, Texas           |
| 4. Supreme Corporation | Moreno Valley, California |
| 5. Supreme Corporation | Woodburn, Oregon          |
| 6. Supreme Corporation | Jonestown, Pennsylvania   |
| 7. Supreme Corporation | Nasonville, Rhode Island  |
| 8. Supreme Corporation | Apopka, Florida           |

 
| MANUFACTURER:       | GENERAL MOTORS CORPORATION      |
|---------------------|---------------------------------|
| Supreme Corporation | Fleet and Commercial Operations |

 

General Motors ManufacturerCode(s):  see attached

 

 
| By     |   |   | By    |   |
|--------|--------|--------|-------|--------|
| Title: |   |   | Title |   |
| Date:  |   |   | Date  |   |
|        |        |        |       |        |  |  |

 

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ATTACHMENT to **EXHIBIT A**

 

**SPECIAL VEHICLEMANUFACTURER CONVERTERS PROGRAM AGREEMENT**

 

This agreement applies to all models of trucks and truck chassis(Vehicles) which are:

(i) distributed by General Motors, (ii) handled either byGeneral Motors Fleet and Commercial Operations or General Motors IsuzuCommercial Truck Vehicle Supply & Distribution, and (iii) shippedunder this Agreement.

 

**Vehicles delivered to Manufacturer shall be stored at the followinglocations, and no others:**

 
| ** ** | **Location Address**                       | ** ** | **CHEVROLET  SVM Code** | ** ** | **GMC  SVM Code** | ** ** | **ISUZU  SVM Code****(To be assigned)** | ** ** |
|------------|-------------------------------------------------|------------|------------------------------|------------|------------------------|------------|--------------------------------------------------------|------------|
| **1.**     | 2572 E.  Kercher Rd. Goshen, IN 46528           |       |                         |       |                   |       |                                                   |       |
| **2.**     | 2051 U.S.  Highway 41 Griffin, GA 30224         |       |                         |       |                   |       |                                                   |       |
| **3.**     | 500 W.  Commerce St. Cleburne, TX               |       |                         |       |                   |       |                                                   |       |
| **4.**     | 411  Jonestown Rd. Jonestown, PA 17038          |       |                         |       |                   |       |                                                   |       |
| **5.**     | 22135  Alessandro Blvd. Moreno Valley, CA 92553 |       |                         |       |                   |       |                                                   |       |
| **6.**     | 2450  Progress Way Woodburn, OR 97071           |       |                         |       |                   |       |                                                   |       |
| **7.**     | 135 Douglas  Pike Harrisville, RI 02830         |       |                         |       |                   |       |                                                   |       |
| **8.**     | 3050 Dee St.  Apopka, FL 32703                  |       |                         |       |                   |       |                                                   |       |
| **9.**     | 2592 E.  Kercher Rd. Goshen, IN 46528           |       |                         |       |                   |       |                                                   |       |
| **10.**    |                                            |       |                         |       |                   |       |                                                   |       |

 

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