Exhibit 10.12


 


Execution Copy


 


Ford
Motor Company


 


FORD AUTHORIZED


 


CONVERTER POOL AGREEMENT


 


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


 


WHEREAS, Ford is engaged in
the business of manufacturing and marketing completed and incomplete motor
vehicles, including Ford trucks and Ford truck chassis (“Vehicles”) and Ford
sells such Vehicles to its authorized Ford Lincoln and Mercury dealers (“Authorized
Ford Dealers”); and


 


WHEREAS, Manufacturer, as a
final stage manufacturer, is engaged in the business of manufacturing and
marketing modified completed vehicles and in the installation of special bodies
and equipment on or in incomplete Vehicles, which installations include
improvements, modifications, additions and changes (collectively, the “Modifications”)
(all of which vehicles, as modified by Manufacturer, are referred to herein as “End
Products”); and


 


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


 


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


 


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


 


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


 


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


 


1.                BAILMENT


 


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


 


2.                FINAL STAGE MANUFACTURER


 


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


 


3.                FORD AUTHORIZED CONVERTER PROCEDURES MANUAL


 


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


 


4.                ORDERS


 


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


 


5.                RECEIPT AND INSPECTION PROCEDURES


 


Manufacturer shall examine
Vehicles upon delivery and, upon satisfaction that the number of Vehicles
received as shown on the documents is accurate, accept delivery and sign the
invoices, delivery receipts, damage reports and other documents specified by
Ford (“Acceptance of Delivery”). Ford shall deliver the Vehicles to
Manufacturer at the locations listed in Exhibit A or at such other
locations as may be approved by Ford, in writing from time to time. Ford shall
not be responsible for any delay in delivering the Vehicles to Manufacturer.


 


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6.                COMMENCEMENT OF BAILMENT


 


The Bailment begins upon
Manufacturer’s Acceptance of Delivery (“Commencement of the Bailment”). Such
acceptance constitutes acknowledgement that the Vehicle was received in the
condition, quantity and state described.


 


7.                STORAGE


 


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


 


0 to 90 days: No Charge


91-360 days: Prime Rate plus
1 point


361-450 days: Prime Rate
plus 5 points


451 + days:
Prime Rate plus 10 points


 


Manufacturer’s Storage
Charges shall appear in Ford Motor Credit Company’s Dealer Finance system on
the first day of the month and shall be payable the same day (the 1st). On a
monthly basis, Ford will provide Manufacturer with information regarding the
Storage Charges for each Vehicle.


 


i.       Manufacturer
shall pay a daily storage charge based on the Invoice Amount of each vehicle
beginning on the Storage Charge Start Date for such Vehicle, in an amount equal
to the Prime Rate pIus (1 point, 5 points
or 10 points as set forth above) as the “Storage Charge”. The term “Invoice
Amount” shall mean that amount reflected on the applicable Vehicle invoice that
can be accessed by Ford and Manufacturer via the Lason Vision system online at
www.fleet.ford.com. The term “Prime Rate” means the interest rate for “Bank
prime loans” under the column entitled “Week Ending” for the Friday preceding
the last Monday of a calendar month as reported in the Federal Reserve
Statistical Release No. H.15 (519)  issued by the Federal Reserve
Board. In the event such Release is discontinued or modified to eliminate the
reporting of a 30-day bank prime loans rate, then Ford will substitute, in its
sole discretion, a comparable report or release of the bank prime loans rate
published by a comparable source.


 


ii.    The Storage
Charge will be calculated on the basis of 360-day year. For purposes of
computing the Storage Charge on a Vehicle, the Storage Charge shall change on
the first day of each month following the Storage Charge Start Date following
any month in which there is a change in the Prime Rate. The Storage Charge in
effect on the first day of a month shall be deemed to be in effect throughout
such month.


 


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(b) Vehicles shall be
stored only at the locations approved by Ford in Exhibit A hereto or at
such 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 within
the storage area separate from that used by Manufacturer to store any other
property. Manufacturer shall not move any Vehicles from the approved location
to one not approved by Ford without first obtaining the written authorization
of Ford. Ford shall have the right to enter onto Manufacturer’s premises, at
reasonable times and upon prior reasonable notice, to inspect the Vehicles and
Manufacturer’s records with respect thereto.


 


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


 


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


 


8.                LOSS


 


Ford shall not be
responsible 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 of
reasonable care from the time that Manufacturer accepted the Vehicle and until
the Bailment ends. Manufacturer is liable for any and all loss or shortage
resulting from its failure to examine any shipment and for any damage and other
loss 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, the
Bailment shall end in one of the following ways (1) at the time that the
Vehicle is sold by Ford to an Authorized Ford Dealer according to the
procedures set forth in the Manual; or (2) upon authorized return of the
Vehicle(s) to Ford by Manufacturer. Upon the occurrence of any of the
following events set forth in (a) — (e) herein, the
Vehicle(s) must be returned to Ford by Manufacturer at Manufacturer’s
expense, to the place and in the manner requested by Ford; otherwise, if Ford
requests such return of the Vehicle(s), Ford shall bear the expense: (a) Manufacturer
becomes the subject of a bankruptcy petition filed in a court in any
jurisdiction, whether voluntary or involuntary; (b) a receiver or trustee
is appointed for all or a substantial portion of Manufacturer’s assets; (c) Manufacturer
makes an assignment for the benefit of its creditors; (d) Manufacturer
fails to perform any material covenant or obligation in this agreement; or (e) any
representation or warranty in this agreement by Manufacturer ceases to be true
and 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 until
sold by Ford to an Authorized Ford Dealer. Manufacturer has no property


 


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rights or interest in any of
the 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 directed
by Ford in this Agreement. Manufacturer has no right to retain possession of
any Vehicle after receipt of a written demand, at any time, by Ford for return
of the Vehicle. Neither this Agreement nor the Manufacturer’s obligations may
be assigned either by Manufacturer’s own act or by operation of law.


 


11.          UCC FILINGS


 


Manufacturer authorizes
Ford, at its option, to file UCC financing statement(s) evidencing this
Bailment and Ford’s ownership of the Vehicles. Manufacturer represents that it
is organized under the laws of the state of Texas.


 


12.          NOTICE TO MANUFACTURER’S CREDITORS


 


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


 


13.          USE OF VEHICLES


 


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


 


14.          SALE OF VEHICLE TO AUTHORIZED FORD DEALER; MODIFICATIONS


 


(a) Manufacturer shall
notify Ford electronically or by other methods specified by Ford in the Manual
when an Authorized Ford Dealer desires to purchase a Vehicle. Following such
notification, Ford may sell such Vehicle to one of its Authorized Ford Dealers
at such price and on such terms as Ford shall determine in its sole and
exclusive discretion.


 


(b) Subject to section
14(e) below, Manufacturer agrees that in no case, prior to the Vehicle
being purchased by an Authorized Ford Dealer from Ford, shall Manufacturer (i) make
any Modification to any Vehicle; (ii) install any body or equipment
thereon; or (iii) remove any Vehicle from the location approved by Ford.


 


(c) Manufacturer may
transfer Vehicle(s) to other Manufacturers approved by Ford if Ford has
given consent.


 


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


 


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


 


15.          DEMONSTRATOR VEHICLES


 


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


 


(a) Authorized
Manufacturers shall utilize Demonstrator Vehicles only according to the terms
arid conditions set forth in the annual Show Them The Value Demonstrator
Program announcement and website at www.sttvdemoprogram.com or according to
other terms and conditions set forth by Ford from time to time. Use of Demo
Vehicles according to Ford’s terms and conditions shall be considered the
Allowable Use. Ford and Manufacturer agree that Demo Vehicles are on bailment
from Ford to the Manufacturer. Ford lends the Demos to Manufacturer to be held
and used by Manufacturer, only as a bailee of the Vehicle, in accordance with this
Agreement and the terms and conditions of the respective STTV program. Demos
shall not be removed from Manufacturer’s control without Ford’s prior written
approval, other than for the Allowable Use purposes. Demos shall remain the
property of Ford and Manufacturer shall bear the risk of loss or damage that
occurs to Demos except for loss or damage arising from the sole negligence of
Ford. The Demos shall at all times be properly used and maintained by
Manufacturer. Ford shall have the right to enter onto Manufacturer’s premises
at reasonable times to inspect or remove Demos. Manufacturer shall ensure that
Demos are operated at all times in a safe, careful and lawful manner by legally
qualified drivers who are employees of Manufacturer and stand in relations to
the Manufacturer as employee to employer or are otherwise authorized by
Manufacturer.


 


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(b) With respect to
taxes, fees, registration and other legally required permits and obligations
for Demos Manufacturer shall:


 


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


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


iii.          pay any tolls or similar usage fees resulting
from 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) or
which hereafter may be enacted and become due and payable with respect to the
Manufacturer’s possession and use of the Demo.


vi.       pay emissions tests.


 


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


 


i.                make all major repairs necessary to maintain
the Vehicle in good working order and condition. Title to all such repairs
shall vest in Ford.


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


iii.                 inspect the Vehicle upon delivery and by
acceptance thereof is deemed to find the Vehicle in good working order and
condition.


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


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


vi.                provide or cause to be provided at its own
expense, any repairs or service not completed at authorized Ford, Lincoln, or
Mercury dealerships.


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


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


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


x.                     not use or operate the Vehicle for any
illegal 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 manner
or for any purpose that would cause any insurance specified in this Agreement
to be suspended, cancelled, held inapplicable or increased in cost.


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


xiii.           use, operate, and test the Vehicle only in accordance with the terms
and provisions of any such authorization, permit, waiver or exemption, and
expressly agrees, in addition to the indemnify obligations of Manufacturer set
forth in Section 19 of this Agreement, to indemnify and hold harmless Ford
from and against any and all damages, suits, actions, claims, costs or expenses
arising from, or connected with, any violation or noncompliance with any of the
terms and provisions of any such authorization, permit, waiver or exemption by,
or resulting from the action or inaction of, Manufacturer or any of its agents
or employees.


 


16.          PREDELIVERY


 


Manufacturer
agrees to perform Pre-delivery Inspection on the Vehicle portion of each End
Product prior to delivery to the Authorized Ford Dealer in strict accordance
with the Body and Conversion Companies Pre-delivery Inspection Application.


 


17.          COMPLIANCE WITH LAWS AND REGULATIONS


 


In
the interest of protecting the reputation of the products of Manufacturer and
Ford, and maintaining customer goodwill, Manufacturer agrees to:


 


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


 


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


 


18.          LABELING


 


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


 


19.          INDEMNIFICATION


 


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


 


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named defendant bearing more
than its fair share of the cost of the litigation. In order to avoid possible
controversy between the parties as to which shall defend such litigation, or
bear the cost of defending such litigation, including the cost of settlements
or verdicts, the parties agree as follows:


 


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


 


(b) Manufacturer,
and/or its product liability insurance carrier, shall cooperate fully in the
defense of the action as Ford, and/or its Product liability insurance carrier,
may reasonably require. Ford shall have the right to assume Manufacturer’s
defense at any time, provided that Ford acknowledges Manufacturer’s right to
indemnity under this provision.


 


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


 


(d) Manufacturer’s
Duty to Defend. Ford shall notify Manufacturer of any lawsuit, complaint or
claim that Ford has reason to believe may be covered by this indemnity
provision. If Ford’s alleged liability arises solely from modifications or
additions made by Manufacturer or processing conducted by Manufacturer not
pursuant to express written instructions from Ford, and if Manufacturer’s
investigation discloses no basis for Ford’s liability other than the
allegations in the lawsuit, complaint, or claim, Manufacturer shall assume Ford’s
defense upon Ford’s request. Ford and/or its product liability carrier shall
cooperate fully in the defense of the action as Manufacturer, or its product
liability carrier, may reasonably require. Manufacturer shall have the right to
assume Ford’s defense at any time, provided that Manufacturer acknowledges Ford’s
right to indemnity under this provision.


 


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


 


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


 


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


 


(h) Unilateral
Settlement; Notifying Other Party. In cases where both parties are named
defendants, neither party shall unilaterally enter into a settlement agreement
without giving reasonable notice to, and consulting in advance with, the other
party.


 


20.          INSURANCE


 


At its sole cost and
expense, Manufacturer shall procure and maintain insurance continuously
throughout the term of this Agreement from such companies as are acceptable to
Ford and listed in the current “Best’s Insurance Guide” as possessing a minimum
policy holders rating of “A-” (Excellent) and a financial category no lower
than “VI” ($25,000,000 to $50,000,000 of adjusted policyholders surplus). The
following insurance shall cover Manufacturer activities under this Agreement
whether such activities are by itself or by any Subcontractor or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any
of them may be liable:


 


(a) Liability Insurance


 


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


 


·                Occurrence type commercial general liability
insurance, including products and completed operations, but not limited to
blanket contractual coverage, for bodily injury


 


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including
death, personal injury, and property damage with limits of not less than ten
million ($10,000,000) combined single limit per occurrence.


 


·                  Comprehensive
Automobile liability insurance covering all owned, non-owned and hired
vehicles, with limits of not less than five million ($5,000,000) combined
single limit per occurrence.


 


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


 


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


 


21. TAXES


 


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


 


22. WARRANTIES


 


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


 


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


 


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(c) The warranty obligations of Ford (and any governmental
certification made by Ford) shall cover only the Vehicles as manufactured by Ford
and provided to Manufacturer, and shall not extend to any addition,
modification or change of or to the Vehicle by Manufacturer as a Final Stage
Manufacturer. Ford’s warranty does not cover any failures of a Ford component
usually 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’s
possession. In such event, the cost of repair and any related charges shall be
paid 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 the
occurrence of any of the following events: (i) the other Party becomes the
subject of a bankruptcy petition filed in a court in any jurisdiction, whether
voluntary or involuntary; (ii) a receiver or trustee is appointed for all
or a substantial portion of the other Party’s assets; (iii) the other
Party makes an assignment for the benefit of its creditors; (iv) the other
Party fails to perform any material covenant or obligation in the Agreement; or
(v) any representation or warranty in the Agreement made by the other
party ceases to be true and correct in all material respects.


 


(c) Written Notice of termination shall be delivered personally or
by certified mail, return receipt requested to the person and at the address
provided herein for Notice. Termination shall be effective at the end of the
thirtieth (30) calendar day after the day of receipt of such written Notice or
at 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 Vehicles
in its possession. Upon termination of this Agreement by Ford for the reasons
set forth in subsection (b) of this paragraph, all Vehicles in the
possession of Manufacturer must be returned to Ford by Manufacturer at
Manufacturer’s expense, to the place and in the manner requested by Ford, and
Ford shall have the right to cancel any and all shipments scheduled for
Manufacturer after Ford gives such Notice.


 


(e) Ford shall have no other obligations to Manufacturer upon
termination of this Agreement except those set forth in this Section 23.


 


24.         FINANCIAL
INFORMATION


 


On a quarterly basis, or as otherwise requested by Ford, Manufacturer
will provide the most current Financial Reports: (a) for the Manufacturer;
and, (b) for any Related Company of Manufacturer involved in the converter
business or in financing the Manufacturer. Financial Reports include income
statements, balance sheets, cash flow statements and supporting data. Ford may
use Financial Reports provided only to assess Manufacturer’s ongoing ability to
perform its obligations under this Agreement and for no other purpose, unless
Manufacturer


 


12

















 


agrees
otherwise in writing. Ford agrees that it shall protect the disclosed Financial
Reports by using the same degree of care, but no less than a reasonable degree
of care, to prevent the dissemination to third parties or publication of the
Financial Reports as Ford uses to protect its own confidential information of a
like nature. Ford is permitted to disseminate the Financial Reports to its
employees and those employees of any of its subsidiaries, its parent company
and any of its parent company’s subsidiaries, provided such employees are made
fully aware of the obligation of confidentiality contained within this
Agreement. Manufacturer certifies that any information contained in the
Financial Reports shall be true, correct and complete and that the financial
information therein fairly presents the financial condition of Manufacturer in
accordance with generally accepted accounting principles. Manufacturer
acknowledges and intends that Ford shall rely, and shall have the right to
rely, on such information. For the purpose of this Agreement, a Related Company
is any parent company of Manufacturer and any subsidiary or affiliate in which
any of them owns or controls at least 25% of
the voting stock, partnership interest or other ownership interest. If
requested by Ford, Manufacturer will provide to Ford Letters of Credit and/or
Personal Guarantees and/or Corporate Guarantees. Such letters of Credit,
Personal Guarantees, Corporate Guarantees and Financial Statements will be
collected from Manufacturer by Ford Motor Credit Company on behalf of Ford.


 


25.       GENERAL TERMS


 


(a) This agreement shall bind Ford when signed by a duly
authorized representative of Manufacturer and when it bears the signature of
Ford’s Commercial Truck Director. No waiver or modification of any term of this
Agreement, or creation of additional terms, shall be valid or binding upon Ford
unless made in writing as set forth above. 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.


 


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


 


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


 


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


 


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


 


13

















 


(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 delegate
performance of its obligations hereunder without the prior written consent of
Ford.


 


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


 


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


 


The
parties have reviewed this document with legal counsel of their choice.


 


	
  Manufacturer:

  	
  Ford:

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
  Title:

  	
  Title:

  
	
  Execution
  Date:

  	
  Execution
  Date:

  



 


14

















 


Exhibit A


 


Ford
Converter Pool Authorized Delivery Locations


 


Supreme


2581
East Kercher Road


Goshen,
IN 46528


 


Supreme


2450
Progress Way


Woodburn,
OR 97071


 


Supreme


531
Hwy. 41 Bypass


Griffin,
GA 30224


 


Supreme


500
West Commerce Street


Cleburne,
TX 76031


 


Supreme


3050
Dee Street


Apopka,
FL 32703


 


Supreme


5350
North Colorado Blvd.


Commerce
City, CO 80022


 


Supreme


22135
Alessandro Blvd.


Moreno
Valley, CA 92553


 


Supreme


411
Jonestown Road


Jonestown,
PA 17038


 


Supreme
(Bus)


2581
East Kercher Road


Goshen,
IN 46528


 


15