Exhibit 10.11


 


SPECIAL VEHICLE MANUFACTURER
CONVERTERS AGREEMENT


 


THIS
AGREEMENT is executed by and between General Motors Corporation, a Delaware
corporation 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 in
the business of assembling and marketing complete and incomplete motor
vehicles, including trucks, truck chassis and cars (hereinafter “Vehicles”);
and


 


WHEREAS, Manufacturer is
engaged in the business of manufacturing and marketing special bodies and
equipment installed on or in Vehicles (Vehicles modified, completed or altered
by Manufacturer are hereinafter “End Products”); and


 


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which will be terminated and superseded by this Agreement.


 


WHEREAS, independent
authorized GM dealers (hereinafter “Dealers”) may acquire End Products from
Manufacturer; and


 


WHEREAS, GM and Manufacturer
desire that GM sell Vehicles to Manufacturer on a restricted basis to be made
into End Products by Manufacturer for resale to Dealers so as to facilitate the
business operations of GM, its Dealers, and Manufacturer, including the
accommodation of the parties’ production schedules to the extent feasible; and


 


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


 


NOW, THEREFORE, in reliance
on and in consideration of the premises and the mutual promises contained in
this Agreement, the parties hereby agree as follows:


 


Article 1: Term
of Agreement


 


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


 


Article 2: Agreement to
Sell and Purchase Vehicles


 


2.1                                  GM agrees to sell to Manufacturer, and
Manufacturer agrees to purchase from GM, Vehicles subject to all of the terms
and conditions of this Agreement. GM has provided Manufacturer with a copy of
its current Special Vehicle Manufacturer Policy and Procedures Manual
(hereinafter “Manual”), setting forth the policies and procedures Manufacturer
is required to follow in the
processing of Vehicles hereunder, including policies and procedures for
ordering Vehicles, and repair of transportation damage and defective parts. GM
reserves the right to change the


 


March 2008


 


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Manual in writing at any time. The Manual is hereby incorporated by
reference into this Agreement, and all of the provisions now or hereafter
contained 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 Manual
in the performance of its obligations hereunder. In case there is a conflict
between provisions of the Manual and the terms and conditions of this
Agreement, the terms and conditions of this Agreement shall govern.


 


Article 3: Vehicle
Orders; Prices; Financing


 


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


 


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


 


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


 


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


 


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3.5                                  GM shall have the right, with or without
advance notice, to examine Vehicles and Manufacturer’s records in respect
thereof at any time during regular business hours.


 


Article 4: Handling of
Vehicles


 


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


 


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


 


4.3                                  Manufacturer shall have corrected all damage
or shortages noted upon receipt. All repairs must be performed by an authorized
GM Dealer.


 


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


 


5.1                                  GM will select the assembly and shipping
locations 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 pass
to Manufacturer but with restrictions for mutual benefit as further provided in
this Agreement. Delivery shall be to Manufacturer’s business premises
identified on Exhibit A, unless GM decides another location is
appropriate. Any claims for loss or damage to a Vehicle while in the possession
of a carrier must be noted on the delivery receipt and submitted to GM.


 


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


 


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5.3                                  Manufacturer shall, absent written agreement
to the contrary, be responsible for delivery of End Products to Dealers with
certification and labeling in accordance with Section 8.1 of this
Agreement, 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 a
Vehicle has significance for purposes of pricing, promotions, inventory
charges, and other purposes, and to the extent possible, Manufacturer shall
modify, alter or complete the End Product and ship the appropriate End Product
promptly upon a Dealer’s purchase of such End Product. Manufacturer agrees to
promptly negotiate a reasonable settlement in good faith with any Dealer which
incurs undue delay in delivery of an End Product.


 


5.4                                  Manufacturer hereby indemnifies and holds GM
harmless from and against any and all claim, cause of action, loss, damage, or
expense, including reasonable attorneys’ fees and expenses incurred from any
litigation, arising from or relating to any claim for injury or property damage
in connection with the manufacturing or marketing of End Products or with the
use, 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 following
types of insurance coverage, with minimum limits as set forth below:


 


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


 


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


 


3.                                       Workers Compensation in the statutory limits
for all states of operation.


 


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


 


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


 


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6.                                       Manufacturer shall provide annually to GM a
certificate of insurance and insurance policy evidencing GM as an additional
insured for all above-mentioned coverages except Workers Compensation and
Employers Liability for all activities connected with this Agreement, and stating
that the above-listed insurance is primary to any coverage that may be
available to GM. Manufacturer shall provide at least thirty days’ prior written
notice to GM of cancellation, modification, expiration or material change to
any policy and, at that time, shall provide GM with a certificate of insurance
and insurance policy for the modified, renewed or replacement policy. Such
certificate(s) shall be in a form acceptable to, and underwritten by,
insurance company (ies) satisfactory to GM. The purchase of appropriate
insurance coverage by Manufacturer or the furnishing of certificate(s) of
insurance shall not release Manufacturer from its respective obligations or
liabilities under this Agreement. All coverage’s shall be maintained throughout
the duration of this Agreement with the exception of Comprehensive General
Liability coverage referenced in Section 5.5.1 above, which shall be
maintained for a period of ten years after termination of this Agreement.


 


Article 6. End Product
Demonstrators; Show and Event End Products


 


6.1                                  In some cases, Manufacturer may seek to loan
an End Product to Dealer(s) for demonstration purposes andlor to GM for
static display at a show or event, without reaching an agreement with Dealer
for the purchase for the End Product and without the Manufacturer reporting the
End Product or Vehicle to GM as “Sold”. GM, in its sole discretion, may approve
Manufacturer’s use of a limited number of such End Products for demonstrator
services (“End Product Demo” or “Demo”) to support the Manufacturer’s marketing
of 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 one
time. 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 to
time for a specified minimum days service (Demo Period). Additionally, if a
Demo is loaned to GM for static display at a show or event, any such loan shall
be in accordance with GM’s then standard requirements for show and event Demos
loaned to GM, as may change from time to time, including by executing a Loan of
Upfit Vehicle Terms and Conditions.


 


6.2                                  GM will retain the MSO of Vehicles
incorporated into End Products enrolled in the Demo program, pending its
restricted sale to a Dealer at the end of the Demo Period.. Manufacturer shall
make every effort to “pre-sell” the Demo to a GM Dealer before the end of the
Demo Period.


 


6.3                                  Except as expressly provided in this Article 6
, all the terms and conditions of this Agreement, including but not limited to
title, 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, including
tax, 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 business
premises where originally delivered prior to:


 


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


 


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


 


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


 


7.3                                  Manufacturer shall use its best skills and
judgment and shall perform all work on its premises (unless an alternate
location to perform the work has been approved by GM) in accordance with the
highest professional standards of workmanship, and it shall exercise due care
to ensure that all work it performs is free from defects in design, materials,
and workmanship. Manufacturer shall further employ or retain persons with
appropriate technical competence for the work being performed. GM may provide
technical information on Vehicles to assist Manufacturer, but Manufacturer will
control and bear full responsibility for the design and manufacture of the End
Product.


 


7.4                                  Manufacturer acknowledges that the reputation
of GM and its products may be affected by the quality, reliability, and
durability of Manufacturer’s products and its conduct in the marketplace. GM
may provide Manufacturer with process guidelines and other information for
improving End Product quality, reliability and durability, and provide to
Manufacturer a periodic assessment of its processes. Manufacturer is
responsible for selecting and implementing processes which meet customer
expectations for quality, reliability, and durability.


 


7.5                                  Manufacturer agrees to maintain a viable
Dealer and consumer relations activity, to offer a competitive warranty on its
work to Dealers and consumers equal in duration and every other aspect to the
applicable chassis model year new Vehicle and powertrain warranties, and to
maintain through Dealers, and others at Manufacturer’s discretion, a system of
convenient Warranty corrections for consumers, and to make available to Dealers
service replacement parts with number identification systems (this shall
hereinafter be referred to as “Parts Number Identification”) for Warranty and
non-Warranty service for a reasonable period of time after End Products are
sold to consumers.


 


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Article 8: Compliance
with Applicable Laws


 


8.1                                  Manufacturer shall comply with all federal,
state, and local laws, regulations, and standards in its performance of its
work. Manufacturer acknowledges its legal responsibility insofar as it is the
manufacturer of an End Product and agrees to certify, label and warrant its contribution
to the End Product in compliance with applicable laws, including but not
limited to warranty laws and Federal Motor Vehicle Safety Standards. Further,
Manufacturer agrees to cooperate with GM in achieving compliance with
applicable laws and regulations, Manufacturer shall comply with and maintain a
copy of the “Document for Incomplete Vehicles” supplied by GM with certain
Vehicles and maintain a record of the name and address of the first retail
purchaser of each End Product and shall make such information available to GM
at the times and in the manner specified by GM. Manufacturer shall be
responsible for ensuring that End Products are sold to first retail purchasers
in compliance with federal and state emissions laws and federal fuel economy laws.
Manufacturer shall refer to GM’s annual letter to dealers and upfitters for
guidance concerning compliance with emissions laws.


 


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


 


8.3                                  Manufacturer hereby indemnifies, agrees to
defend against and hold harmless GM from any claims, suits, loss, damage or
expense, 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, any
unauthorized use of any trademark, patent, process, idea, method, or device by
Manufacturer in connection with modifications or additions made by or for
Manufacturing (including those modifications or additions made by Manufacturer
with assistance provided by GM under Section 5.3 hereof).


 


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


 


Article 9: New  Vehicle Preparation; Vehicle Warranty and
Campaign Corrections by Manufacturer


 


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


 


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upfitting will not impact either directly or indirectly the Vehicle
components or systems affected by the services. Otherwise, such services shall
be performed after upfitting but before the End Products leave Manufacturer’s
possession. Manufacturer shall make End Products available to such Dealer in
such fashion as to facilitate the performance of services.


 


9.2                                  The written new Vehicle warranty provided
with each Vehicle contains the only GM warranty applicable to such Vehicle, and
GM neither assumes nor authorizes anyone to assume for it any other obligation
or liability in connection with such Vehicle. In particular, GM does not
assume, and hereby disclaims, any warranty or other liability or obligation,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY PRODUCT LIABILITIES BASED UPON NEGLIGENCE OR STRICT LIABILITY,
to Manufacturer, except if Manufacturer becomes an owner of a Vehicle, and then
only to the extent of the written new Vehicle warranty. Manufacturer shall
ensure that General Motors’ written new Vehicle warranty and other product
information intended for the consumer are placed in the End Product and remain
with it when it leaves the custody of the Manufacturer. Manufacturer shall also
ensure that Manufacturer’s written new Vehicle warranty and other product information
intended for the consumer are placed in the End Product and remain with it when
it leaves the custody of the Manufacturer.


 


Article 10: Recall
Campaigns; Product Liability


 


10.1                            In the event of a recall campaign by GM
necessitated by a defect or nonconformity in a Vehicle for which Manufacturer
is responsible, in whole or in part, Manufacturer shall reimburse GM the direct
costs, expenses and any penalties which may be incurred, with the understanding
that the portion of such direct costs, expenses and penalties to be borne by
Manufacturer shall be proportional to the degree to which the defect or
non-conformity of Manufacturer’s work caused the recall. Prior to GM or
Manufacturer performing any recall campaign for which GM or Manufacturer
expects reimbursement, GM and Manufacturer will exchange information and will
consult 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 a
recall shall in every instance rest with General Motors.


 


10.2                            With respect to any actual, potential, or
threatened claim, action, or proceeding (hereinafter “Claim”), regardless of
whether such Claim is based on strict liability, negligence, warranty, or other
theory (hereinafter “Product Liability”), relating to any aspect of
Manufacturer’s work, each of the parties to this Agreement shall (a) communicate
and cooperate with the other and, if necessary, the appropriate insurance
carrier, to the fullest extent reasonably possible in investigation of the
facts and circumstances surrounding the Claim and in any litigation involving
the Claim; (b) refrain from taking any position adverse to the interests
of the other party to this Agreement; and (c) not, except in enforcement
of the rights hereunder, institute any claim, action, or proceeding, whether by
cross-complaint, third party complaint, interpleader, or otherwise, against the
other party to this Agreement.


 


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10.3                            With respect to any Product Liability or
related liability, costs, and expense under this Article, the following are
applicable:


 


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


 


b.                                      GM and Manufacturer shall bear their
respective costs and expenses incurred in connection with cooperation in
investigation and litigation, including those costs incurred for the production
of documents and answering of other discovery.


 


10,4                            In the event a Product Liability Claim is
brought against GM or Manufacturer relating to the other’s work, each party
shall promptly forward to the other party every summons and complaint and every
other court document received by it; and if the other party is named a party in
the action, in no event shall either party take any action toward settlement
without prior notification to the other party of such proposed action followed
by a reasonable period of time to allow the other party to respond to such
notification.


 


Article 11:  GM
Trademark Usage


 


11.1                            During the term of this Agreement, the
Manufacturer is granted a royalty-free, non-exclusive right and license to
display 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 in
close proximity to the Mark: “GM Special Vehicle Manufacturer means
Manufacturer orders and receives vehicles directly from GM, agrees to maintain
$10,000,000 product liability coverage, and agrees to comply with applicable
government safety regulations. Manufacturer and not GM is responsible for FMVSS
certification of the Modified or Upfitted Vehicle.” The Mark may not be used on
or in any End Product, on any End Product labeling, or on any communications
with, or materials intended for, the end user. The Manufacturer shall not have
any other right to use any GM Marks.


 


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


 


11.3                            Other than as set forth in Sections 11.1 and
11.2, the Manufacturer is not authorized or licensed to use any GM source
identifiers in association with the promotion or offering of


 


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


 


11.4                            Manufacturer hereby acknowledges that the
Proprietary Marks (defined as the various trademarks, service marks, names and
designs used in connection with General Motors products and services) are the
sole 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 way
impair 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 Proprietary
Marks on any goods or in conjunction with any services, except as provided to
it by GM under this Agreement. Moreover, Manufacturer will not use the
Proprietary Marks to incur any obligations or indebtedness on behalf of GM.


 


11.5                            Manufacturer will not apply to register or
maintain a registration for any Proprietary Marks either alone or as part of
another mark, including internet domain name without General Motors prior
written approval. Manufacturer will not take any action that may adversely
affect the validity of the Proprietary Marks or the goodwill associated with
them.


 


11.6                            Manufacturer agrees to purchase and sell
goods 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 name
without the express written permission of GM.


 


11.7                            Manufacturer agrees to change or discontinue
the use of any Proprietary Marks upon GM’s request. Manufacturer agrees that no
company owned by or affiliated with Manufacturer or any of its owners may use
any Proprietary Mark to identify a business without GM’s prior written
permission.


 


11.8                            Compliance with the obligations set forth in
this Article requires, and the Manufacturer further agrees to maintain
reasonable and adequate records to allow GM to verify compliance with these
obligations.


 


Article 12:  Indemnification;
Dispute Resolution


 


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


 


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


 


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12.3                            If it cannot be determined whether, or the
extent to which, a settlement of or judgment in a Claim or a recall campaign
was based on an aspect of Manufacturer’s work or on another part in a Vehicle
that plaintiff alleged was defective, then either party may submit the matter
to binding arbitration in order to determine the relative percentage allocable
to each party. Such disputes shall be finally settled under the Rules of
the American Arbitration Association, provided that the arbitration shall not
occur 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 appointed
by the other two. Costs of the arbitration shall be shared equally.


 


Article 13: Annual
Business Review


 


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


 


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


 


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


 


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


 


13.3                            If Manufacturer fails to provide (a) the
information 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 this
Agreement as provided below.


 


Article 14:
Distribution of Vehicles in US; Export Controls


 


14.1                            Vehicles sold to Manufacturer under this
Agreement are for distribution in the 50 United States, and the District of
Columbia (“U.S.”) or Puerto Rico. It is a material breach of this Agreement for
Manufacturer to sell, cause or arrange to be sold End Products or new motor
vehicles 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 or
into the U.S. which were not originally manufactured for sale and distribution
in the United States.


 


14.2                            Manufacturer hereby agrees that the products,
software or technical data supplied by GM under this Agreement are subject to
the export control laws and regulations of the United States (U.S.).
Manufacturer shall comply with such laws and regulations and agrees not to
export, re-export or transfer such products, software or technical data contrary
to U.S. export laws and regulations. Furthermore, Manufacturer agrees the
products, 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 in
missile, nuclear, biological or chemical weapons end-uses; and (d) any
party on any of the U.S. Government’s various lists of restricted parties.


 


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


 


Article 15: Termination


 


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


 


15.2         This Agreement may be terminated prior to the
end of the Term by either party at any time by written notice thereof to the
other party. Written notice of termination shall be delivered personally or by
certified mail, return receipt requested; termination shall be effective at the
end of the third business day after the day of receipt of such written notice
or 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 or
all Vehicles in Manufacturer’s custody. The net purchase price for each such
Vehicle shall be the Dealer invoice price at which GM would have sold such
Vehicle to a Dealer on the date of GM’s invoice to Manufacturer inclusive of
any discounts or allowances (including model close-out allowance, if
applicable) that might have been available to such Dealer. Unless otherwise
agreed in writing, such purchase price shall be paid to GM by certified check
or bank check delivered not later than the aforesaid third business day. In the
alternative, GM shall retake possession of Vehicles in Manufacturer’s custody
and credit Manufacturer for Manufacturer’s original purchase price from GM.


 


15.4         If this Agreement is terminated by
Manufacturer, 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 such
Vehicles, or any of them, and (a) credit Manufacturer for Manufacturer’s
original purchase price from GM, and (b) charge Manufacturer the lesser of
the expense incurred by GM to redistribute such Vehicles or the destination
charge applicable to similar units delivered to any authorized GM Dealer near
Manufacturer’s business premises.


 


15.5         GM shall have a reasonable period, and in any
event not less than thirty days from the date of termination, in which to
remove Vehicles from Manufacturer’s premises, and Manufacturer’s obligation
under this Agreement in connection with safekeeping vehicles in its possession
shall continue during such period.


 


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


 


12

















 


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


 


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


 


Article 16:
Merchandising Reserve


 


16.1         To assist Manufacturer with merchandising and marketing expenses
resulting from sales of eligible GM Vehicles, GM may in its sole discretion
provide 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 eligible
Vehicles released to Dealers from September 1 through August 31 of
each year, until further notice. The Merchandising Reserve fund will be paid to
the Manufacturer’s open account twice a year (typically early Spring and early
Fall) unless GM notifies the Manufacturer otherwise.


 


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


 


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


 


Article 17: General
Terms


 


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


 


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


 


17.3         This Agreement (i) contains the entire understanding of the
Parties relating to the subjects hereto, (ii) supersedes all prior
statements, representations and agreements, and (iii) cannot be amended
except by a written instruments signed by all parties. The Parties represent
and agree that, in entering into this agreement, they have not relied upon any
oral or written agreements , representations,


 


13

















 


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


 


17.4                           This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan as if entirely
performed therein, without regard to the conflicts of law and principles
thereof.


 


17.5                           Any notice required or permitted to be given
by either party under or in connection with this Agreement shall be in writing
and shall be deemed duly given when personally delivered or sent by mail or by
expedited courier service, or by cable or facsimile, as aforesaid to the
addresses indicated in the SVM Business Information Update Form, unless
otherwise agreed to by the parties.


 


17.6                           All
monies or accounts due Manufacturer from GM under this Agreement shall be
considered 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’s
financial institution to GM against any monies or accounts due from GM to
Manufacturer.


 


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


 


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


 


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


 


[Signature page follows]


 


14

















 


IN WITNESS WHEREOF, the
parties have caused their duly authorized representatives to execute this
Agreement on the dates set forth below:


 


	
  MANUFACTURER:

  	
  GENERAL MOTORS CORPORATION

  
	
  Supreme Corporation

  	
  Fleet and Commercial Operations

  



 


 


General Motors Manufacturer
Code(s):


 


 


	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date

  	
   

  
							



 


15

















 


EXHIBIT A TO


 


SPECIAL VEHICLE MANUFACTURER CONVERTERS PROGRAM AGREEMENT


 


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


 


Vehicles delivered to
Manufacturer 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 Manufacturer
Code(s):  see attached


 


 


	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date

  	
   

  
							



 


16

















 


ATTACHMENT to EXHIBIT A


 


SPECIAL VEHICLE
MANUFACTURER 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 by
General Motors Fleet and Commercial Operations or General Motors Isuzu
Commercial Truck Vehicle Supply & Distribution, and (iii) shipped
under this Agreement.


 


Vehicles delivered to Manufacturer shall be stored at the following
locations, 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.