**Exhibit 10.12**

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Execution Copy

 

FordMotor Company

 

**FORD AUTHORIZED**

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**CONVERTER POOL AGREEMENT**

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THIS AGREEMENT is made thisfirst day of May, 2008(the “Effective Date”) between Supreme Corporation andsubsidiaries with its principal place of business at 2581 East Kercher Road,Goshen, IN 46528 (“Manufacturer”) and Ford Motor Company, a Delawarecorporation with its principal place of business at The American Road,Dearborn, Michigan 48126 (“Ford”) (the “Agreement”).

 

WHEREAS, Ford is engaged inthe business of manufacturing and marketing completed and incomplete motorvehicles, including Ford trucks and Ford truck chassis (“Vehicles”) and Fordsells such Vehicles to its authorized Ford Lincoln and Mercury dealers (“AuthorizedFord Dealers”); and

 

WHEREAS, Manufacturer, as afinal stage manufacturer, is engaged in the business of manufacturing andmarketing modified completed vehicles and in the installation of special bodiesand equipment on or in incomplete Vehicles, which installations includeimprovements, modifications, additions and changes (collectively, the “Modifications”)(all of which vehicles, as modified by Manufacturer, are referred to herein as “EndProducts”); and

 

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

 

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

 

WHEREAS, the parties to thisAgreement (the “Parties”) desire to provide for Manufacturer to maintainVehicles at Manufacturer’s location, at no charge to Manufacturer, for no morethan 90 days, so as to facilitate the business operations of Ford, itsAuthorized Ford Dealers and Manufacturer, and so as to accommodate theproduction schedules of Ford and Manufacturer to the extent feasible, and Fordis willing to deliver such Vehicles on bailment to Manufacturer andManufacturer is willing to accept delivery of these Vehicles from Ford, subjectto the terms of this Agreement; and

 

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WHEREAS, if there is nopurchaser for the End Product after 90 days from Commencement of Bailment (asdefined herein), Manufacturer shall pay Storage Charges (as defined herein) toFord as set forth herein; and

 

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

 

1.                BAILMENT

 

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

 

2.                FINAL STAGE MANUFACTURER

 

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

 

3.                FORD AUTHORIZED CONVERTER PROCEDURES MANUAL

 

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

 

4.                ORDERS

 

Manufacturer shall submitorders for Vehicles electronically or by other method specified by Ford in theManual. Ford shall have no obligation to accept any such order or to deliver toManufacturer on Bailment, any specific model or number of Vehicles, but maydeliver to Manufacturer such number and type of Vehicles ordered byManufacturer as Ford deems appropriate. Manufacturer shall provide to Ford, atFord’s request, forecasts of Manufacturer’s requirements for Vehicles.

 

5.*               *RECEIPT AND INSPECTION PROCEDURES

 

Manufacturer shall examineVehicles upon delivery and, upon satisfaction that the number of Vehiclesreceived as shown on the documents is accurate, accept delivery and sign theinvoices, delivery receipts, damage reports and other documents specified byFord (“Acceptance of Delivery”). Ford shall deliver the Vehicles toManufacturer at the locations listed in Exhibit A or at such otherlocations as may be approved by Ford, in writing from time to time. Ford shallnot be responsible for any delay in delivering the Vehicles to Manufacturer.

 

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6.                COMMENCEMENT OF BAILMENT

 

The Bailment begins uponManufacturer’s Acceptance of Delivery (“Commencement of the Bailment”). Suchacceptance constitutes acknowledgement that the Vehicle was received in thecondition, quantity and state described.

 

7.                STORAGE

 

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

 

0 to 90 days: No Charge

91-360 days: Prime Rate plus1 point

361-450 days: Prime Rateplus *5*points

451 + days:Prime Rate plus 10 points

 

Manufacturer’s StorageCharges shall appear in Ford Motor Credit Company’s Dealer Finance system onthe first day of the month and shall be payable 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 pIus (1 point, *5*pointsor 10 points as set forth above) as the “Storage Charge”. The term “InvoiceAmount” shall mean that amount reflected on the applicable Vehicle invoice thatcan be accessed by Ford and Manufacturer via the Lason Vision system online atwww.fleet.ford.com. The term “Prime Rate” means the interest rate for “Bankprime loans” under the column entitled “Week Ending” for the Friday precedingthe last Monday of a calendar month as reported in the Federal ReserveStatistical Release No. H.15 (519)**issued by the Federal ReserveBoard. 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 StorageCharge will be calculated on the basis of 360-day year. For purposes ofcomputing the Storage Charge on a Vehicle, the Storage Charge shall change onthe first day of each month following the Storage Charge Start Date followingany month in which there is a change in the Prime Rate. The Storage Charge ineffect on the first day of a month shall be deemed to be in effect throughoutsuch month.

 

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

 

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

 

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

 

8.                LOSS

 

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

 

9.                END OF BAILMENT

 

For each Vehicle, theBailment shall end in one of the following ways (1) at the time that theVehicle is sold by Ford to an Authorized Ford Dealer according to theprocedures set forth in the Manual; or (2) upon authorized return of theVehicle(s) to Ford by Manufacturer. Upon the occurrence of any of thefollowing events set forth in (a) — (e) herein, theVehicle(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

 

Title to the Vehicles, is,and will at all times remain, the sole and exclusive property of Ford untilsold by Ford to an Authorized Ford Dealer. Manufacturer has no property

 

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rights or interest in any ofthe Vehicles and cannot grant any rights or interest to a third party.Manufacturer has no right to transfer any Vehicle or to use it except as directedby Ford in this Agreement. Manufacturer has no right to retain possession ofany Vehicle after receipt of a written demand, at any time, by Ford for returnof the Vehicle. Neither this Agreement nor the Manufacturer’s obligations maybe assigned either by Manufacturer’s own act or by 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 Texas.

 

12.          NOTICE TO MANUFACTURER’S CREDITORS

 

Within 10 business daysafter the Effective Date of this Agreement, Manufacturer will (i) sendeach of its secured creditors and lienholders written notification that it isholding the Vehicles for Ford at Manufacturer’s facility, and (ii) provideto Ford a list of the creditors and lienholders notified, together with a copyof the written notification sent to secured creditors and lienholders.Manufacturer will certify to Ford that it has notified all known securedcreditors and lienholders.

 

13.          USE OF VEHICLES

 

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

 

14.          SALE OF VEHICLE TO AUTHORIZED FORD DEALER; MODIFICATIONS

 

(a) Manufacturer shallnotify Ford electronically or by other methods specified by Ford in the Manualwhen an Authorized 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 section14(e) below, Manufacturer agrees that in no case, prior to the Vehiclebeing purchased by an Authorized Ford Dealer from Ford, shall Manufacturer (i) makeany Modification to any Vehicle; (ii) install any body or equipmentthereon; or (iii) remove any Vehicle from the location approved by Ford.

 

(c) Manufacturer maytransfer Vehicle(s) to other Manufacturers approved by Ford if Ford hasgiven consent.

 

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

 

(e) Ford may, from timeto time, allow Manufacturer to make a Modification and/or install a body orequipment on certain Demonstrators or other such Vehicles authorized by Fordprior to such Vehicle being purchased by an Authorized Ford Dealer from Ford,provided that (i) Manufacturer obtains the prior written consent of Fordin each case; (ii) such Modifications and installations do not decreasethe value of the Vehicle; (iii) such Vehicles are not driven unlessauthorized by Ford; and (iv) Manufacturer is entirely responsible for suchModification and installation made to the modified Vehicles. A DemonstratorVehicle is a vehicle (i) authorized by Ford to be modified or upfit priorto being purchased by a Ford Dealer, and (ii) used for demonstration purposesonly. Demonstrator vehicles must be enrolled in and meet the requirements ofthe Show Them The Value (“STTV”) Demonstrator Program for eligible FordAuthorized Converter Pool Accounts. STTV Demonstration Program details areavailable at www.sttvdeinoprogram.com. The STTV Demonstrator Program is limitedto eligible Pool Accounts and may be terminated by Ford at any time for anyreason.

 

15.          DEMONSTRATOR VEHICLES

 

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

 

(a) AuthorizedManufacturers shall utilize Demonstrator Vehicles only according to the termsarid conditions set forth in the annual Show Them The Value DemonstratorProgram announcement and website at www.sttvdemoprogram.com or according toother terms and conditions set forth by Ford from time to time. Use of DemoVehicles according to Ford’s terms and conditions shall be considered theAllowable Use. Ford and Manufacturer agree that Demo Vehicles are on bailmentfrom Ford to the Manufacturer. Ford lends the Demos to Manufacturer to be heldand used by Manufacturer, only as a bailee of the Vehicle, in accordance with thisAgreement and the terms and conditions of the respective STTV program. Demosshall not be removed from Manufacturer’s control without Ford’s prior writtenapproval, other than for the Allowable Use purposes. Demos shall remain theproperty of Ford and Manufacturer shall bear the risk of loss or damage thatoccurs to Demos except for loss or damage arising from the sole negligence ofFord. The Demos shall at all times be properly used and maintained byManufacturer. Ford shall have the right to enter onto Manufacturer’s premisesat reasonable times to inspect or remove Demos. Manufacturer shall ensure thatDemos are operated at all times in a safe, careful and lawful manner by legallyqualified drivers who are employees of Manufacturer and stand in relations tothe Manufacturer as employee to employer or are otherwise authorized byManufacturer.

 

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(b) With respect totaxes, fees, registration and other legally required permits and obligationsfor Demos Manufacturer shall:

 

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

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

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

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

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

vi.       pay emissions tests.

 

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

 

i.                make all major repairs necessary to maintainthe Vehicle in good working order and condition. Title to all such repairsshall vest in Ford.

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

iii.                 inspect the Vehicle upon delivery and byacceptance thereof is deemed to find the Vehicle in good working order andcondition.

iv.                maintain the Vehicle in good working orderand condition, properly serviced and greased, and comply in every respect withthe provisions of this agreement, and of the manufacturer’s owner manual.

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

vi.                provide or cause to be provided at its ownexpense, any repairs or service not completed at authorized Ford, Lincoln, orMercury 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 be operated in violation ofany federal, state, local or provincial law, rule regulation or ordinanceincluding those pertaining to the age and licensing of drivers, the disclosureof Ford’s interest in the Vehicle, or other requirements or limitations.

ix.                  under no circumstances, disconnect anyodometer or other mileage recording device nor use or operated the Vehicle in amanner subjecting it to depreciation above the normal depreciation associatedwith general commercial use.

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

 

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

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

xiii.           use, operate, and test the Vehicle only in accordance with the termsand provisions of any such authorization, permit, waiver or exemption, andexpressly agrees, in addition to the indemnify obligations of Manufacturer setforth in Section 19 of this Agreement, to indemnify and hold harmless Fordfrom and against any and all damages, suits, actions, claims, costs or expensesarising from, or connected with, any violation or noncompliance with any of theterms and provisions of any such authorization, permit, waiver or exemption by,or resulting from the action or inaction of, Manufacturer or any of its agentsor employees.

 

16.          PREDELIVERY

 

Manufactureragrees to perform Pre-delivery Inspection on the Vehicle portion of each EndProduct prior to delivery to the Authorized Ford Dealer in strict accordancewith the Body and Conversion Companies Pre-delivery Inspection Application.

 

17.          COMPLIANCE WITH LAWS AND REGULATIONS

 

Inthe interest of protecting the reputation of the products of Manufacturer andFord, and maintaining customer goodwill, Manufacturer agrees to:

 

(a) employcomponents and workmanship of high commercial quality in the manufacture of EndProducts and to assure that End Products conform in all respects to applicableFederal and State laws, rules and regulations; and,

 

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

 

18.          LABELING

 

Manufacturershall affix to all Vehicles such labels as Ford supplies (if not alreadyaffixed) and maintain the labels in place.

 

19.          INDEMNIFICATION

 

Fordand Manufacturer recognize that the burden of defending against productliability allegations, whether or not meritless or frivolous, should be borneby the party whose alleged negligence, wrongdoing or defective product is atissue, regardless of whether it is a party to the particular litigation. Theparties also recognize that, under existing law, there are circumstances wherea claimant may sue only one party even though the defect, wrongdoing ornegligence alleged is the principal responsibility of the other party. Theparties also recognize that this results in the

 

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named defendant bearing morethan its fair share of the cost of the litigation. In order to avoid possiblecontroversy between the parties as to which shall defend such litigation, orbear the cost of defending such litigation, including the cost of settlementsor verdicts, the parties agree as follows:

 

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

 

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

 

(d) Manufacturer’sDuty to Defend. Ford shall notify Manufacturer of any lawsuit, complaint orclaim that Ford has reason to believe may be covered by this indemnityprovision. If Ford’s alleged liability arises solely from modifications oradditions made by Manufacturer or processing conducted by Manufacturer notpursuant to express written instructions from Ford, and if Manufacturer’sinvestigation discloses no basis for Ford’s liability other than theallegations in the lawsuit, complaint, or claim, Manufacturer shall assume Ford’sdefense upon Ford’s request. Ford and/or its product liability carrier shallcooperate fully in the defense of the action as Manufacturer, or its productliability carrier, may reasonably require. Manufacturer shall have the right toassume Ford’s defense at any time, provided that Manufacturer acknowledges Ford’sright to indemnity under this provision.

 

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(e) Cross-Claimsor Third Party Complaints. Neither party shall file cross-claims or third-partycomplaints against the other without notifying the other in advance. Wherepracticable, the notice should be given sufficiently in advance to allowthorough discussion of alternatives to such filing.

 

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

 

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

 

(h) UnilateralSettlement; Notifying Other Party. In cases where both parties are nameddefendants, neither party shall unilaterally enter into a settlement agreementwithout giving reasonable notice to, and consulting in advance with, the otherparty.

 

20.          INSURANCE

 

At its sole cost andexpense, Manufacturer shall procure and maintain insurance continuouslythroughout the term of this Agreement from such companies as are acceptable toFord and listed in the current “Best’s Insurance Guide” as possessing a minimumpolicy holders rating of “A-” (Excellent) and a financial category no lowerthan “VI” ($25,000,000 to $50,000,000 of adjusted policyholders surplus). Thefollowing insurance shall cover Manufacturer activities under this Agreementwhether such activities are by itself or by any Subcontractor or by anyonedirectly or indirectly employed by any of them, or by anyone for whose acts anyof them may be liable:

 

(a) Liability Insurance

 

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

 

·                Occurrence type commercial general liabilityinsurance, including products and completed operations, but not limited toblanket contractual coverage, for bodily injury

 

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includingdeath, personal injury, and property damage with limits of not less than tenmillion ($10,000,000) combined single limit per occurrence.

 

·                  ComprehensiveAutomobile liability insurance covering all owned, non-owned and hiredvehicles, with limits of not less than five million ($5,000,000) combinedsingle limit per occurrence.

 

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

 

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

 

21. TAXES

 

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

 

22. WARRANTIES

 

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

 

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

 

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(c) The warranty obligations of Ford (and any governmentalcertification made by Ford) shall cover only the Vehicles as manufactured by Fordand provided to Manufacturer, and shall not extend to any addition,modification or change of or to the Vehicle by Manufacturer as a Final StageManufacturer. Ford’s warranty does not cover any failures of a Ford componentusually covered by the Ford warranty if such failure is caused by any addition,modification, or change to the Vehicle once the Vehicle has left Ford’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 either party, at any time,for any reason, with or without cause, by written notice to the other party.

 

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

 

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

 

(d) Upon termination of the Agreement by either party,Manufacturer shall fully cooperate with Ford in returning to Ford all Vehiclesin its possession. Upon termination of this Agreement by Ford for the reasonsset 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 to Manufacturer upontermination of this Agreement except those set forth in this Section 23.

 

24.         FINANCIALINFORMATION

 

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 incomestatements, balance sheets, cash flow statements and supporting data. Ford mayuse Financial Reports provided only to assess Manufacturer’s ongoing ability toperform its obligations under this Agreement and for no other purpose, unlessManufacturer

 

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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%*ofthe voting stock, partnership interest or other ownership interest. Ifrequested by Ford, Manufacturer will provide to Ford Letters of Credit and/orPersonal Guarantees and/or Corporate Guarantees. Such letters of Credit,Personal Guarantees, Corporate Guarantees and Financial Statements will becollected from Manufacturer by Ford Motor Credit Company on behalf of Ford.

 

*25.**      *GENERAL TERMS

 

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

 

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

 

(c) This Agreement shall be effective as of the Effective Date setforth herein and shall terminate and supersede any other agreements concerningVehicles between the parties and constitutes the entire and complete agreementbetween the parties with respect to the subject matter hereof and there are noother agreements between them, either oral or written, respecting the subjectmatter hereof.

 

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

 

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

 

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(i) if to Ford, to:

 

Ford Motor Company

One American Road

Dearborn, Michigan 48126

Attention: Secretary’s Office

Facsimile No.: (313) 248-7613

 

with a copy to:

 

Ford Motor Company

Director Commercial Truck

6N233

16800 Executive Plaza Drive

Dearborn, Michigan 48126

 

(ii) if to Manufacturer, to:

 

Supreme Corporation

2581 East Kercher Road

Goshen, IN 46528

 

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

 

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

 

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

 

Theparties have reviewed this document with legal counsel of their choice.

 
| Manufacturer:    | Ford:            |
|------------------|------------------|
|             |             |
| By:              | By:              |
| Title:           | Title:           |
| Execution  Date: | Execution  Date: |

 

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**Exhibit A**

 

**FordConverter Pool Authorized Delivery Locations**

 

Supreme

2581East Kercher Road

Goshen,IN 46528

 

Supreme

2450Progress Way

Woodburn,OR 97071

 

Supreme

531Hwy. 41 Bypass

Griffin,GA 30224

 

Supreme

500West Commerce Street

Cleburne,TX 76031

 

Supreme

3050Dee Street

Apopka,FL 32703

 

Supreme

5350North Colorado Blvd.

CommerceCity, CO 80022

 

Supreme

22135Alessandro Blvd.

MorenoValley, CA 92553

 

Supreme

411Jonestown Road

Jonestown,PA 17038

 

Supreme(Bus)

2581East Kercher Road

Goshen,IN 46528

 

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