EXHIBIT 10.1
PACCAR SECURITY AGREEMENT
FINANCIAL RETAIL INSTALLMENT CONTRACT
SELLER
NAME Kenworth of Dothan, Inc.
PLACE OF ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-
MAILING ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-
BUYER
NAME ▇▇▇▇ Bros. Transportation Inc.
STREET ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-
MAILING ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-
Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.
Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.
Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash
price indicated, but that the Buyer has chosen to purchase on the terms and
conditions of this Contract.
DESCRIPTION OF VEHICLE - COLLATERAL (FOR SECURITY PURPOSES ONLY)
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE
---- ---- ----- ----------------------------- -------- ----------------
DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
TOTAL: $833,250.00
DESCRIPTION OF TRADE - IN EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO
---- ---- ----- ----------------------------- --------- --------------------
DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
TOTAL: $0.00 $0.00
ITEMIZATION OF AMOUNT FINANCED
TOTAL CASH PRICE: Cash Price $ 833,250.00
Sales Tax $ 0.00
Title Fee $ 0.00
1. TOTAL CASH PRICE $ 833,250.00
DOWN PAYMENT: Net Trade-in $ 0.00
Cash $ 0.00
2. TOTAL DOWN PAYMENT $ 0.00
3. UNPAID CASH PRICE (1 - 2) $ 833,250.00
4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B) $ 0.00
FEES: (Itemize) 5A. Official Fee(s) $ 0.00
5B. Document Preparation Fee $ 0.00
5. TOTAL FEES (5A+5B) $ 0.00
6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5) $ 833,250.00
7. FINANCE CHARGE - [Time Price Differential-(Section 17)] $ 76,765.20
8. CONTRACT BALANCE (Time Balance) (6+7) $ 910,015.20
9. TOTAL TIME SALE PRICE (1+4+5+7) $ 910,015.20
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Page 1 of 4 of Security Agreement dated on or about July 10,2003 between ▇▇▇▇
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
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BUYER'S INITIALS
PACCAR SECURITY AGREEMENT
FINANCIAL RETAIL INSTALLMENT CONTRACT
PAYMENT SCHEDULE
THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED ON
THE FOLLOWING SCHEDULE:
First Installment No. of Installments Amount Each
----------------- ------------------- -----------
1. August 23, 2003 60 $ 15,166.92
First Installment No. of Installments Amount Each
----------------- ------------------- -----------
INSURANCE
4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.
PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.
4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.
DESIRE: INSURANCE COMPANY TERM PREMIUM
------ ----------------- ---- -------
N/A CREDIT LIFE INSURANCE N/A N/A $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE N/A N/A $0.00
Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
item 4.
AGGREGATE AMOUNT OF INSURANCE PREMIUM(4A+4B) $0.00
BUYER REPRESENTS AND WARRANTS
The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use.
The Collateral will be titled in the state of OH.
Buyer's chief place of business is located at STREET ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇
ZIP CODE 45506-
Buyer will immediately notify Seller in writing of any change in the above
address or location.
This contract is entered into in the State of Alabama and is governed by its
laws.
DELINQUENCY CHARGE
For each installment not paid when due, Buyer agrees to pay Seller a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the period of
delinquency or, at Seller's option, 5% of such installment, provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate Buyer
can legally obligate itself to pay and/or Seller can legally collect.
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Page 2 of 4 of Security Agreement dated on or about July 10, 2003 between ▇▇▇▇
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
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BUYER'S INITIALS
PACCAR SECURITY AGREEMENT
FINANCIAL RETAIL INSTALLMENT CONTRACT
1. CERTIFICATE OF TITLE - LIENS.
Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness and
performs all other obligations under this Contract. Buyer promises not to give
any other party a lien or security interest in the Collateral without Seller's
written Consent. Buyer promises not to part with possession of, sell or lease
the Collateral without Seller's written approval. Buyer hereby (a) agrees that
from time to time, at the expense of the Buyer, Buyer will promptly execute and
deliver all further instruments and documents, and take all further action that
may be necessary or desirable, or that Seller may request, in order to perfect
or protect any security interest granted or purported to be granted hereby or to
enable Seller to exercise and enforce its rights and remedies hereunder with
respect to any Collateral, and (b) grants to Seller the power to sign Buyer's
name and on behalf of Buyer to execute and file applications for title,
transfers of title, financing statements, notices of lien and other documents
pertaining to any or all of the Collateral.
2. ASSIGNMENT.
Seller has the right to assign this Contract to PACCAR Financial Corp. If Seller
does assign it, PACCAR Financial Corp. will take all of the Seller's right,
title and interest under this Contract (including Seller's interest in the
Collateral). Thereafter, the term "Seller" in this contract shall mean PACCAR
Financial Corp. This means, among other things, that Buyer will be required to
make the payments under this Contract directly to PACCAR Financial Corp. Buyer
agrees that if Seller assigns this Contract, and PACCAR Financial Corp. sues
Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or to enforce
any of Buyer's other obligations to PACCAR Financial Corp., Buyer will not
assert any claim or defense Buyer has against Seller as a claim, defense, or
setoff against PACCAR Financial Corp.
3. INSURANCE.
Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date. If
the Collateral is lost or damaged, Seller shall have full power to collect any
or all insurance proceeds and to apply them as Seller chooses either to satisfy
any obligation secured by this Contract (whether or not due or otherwise
matured), or to repair the Collateral. If Buyer obtains insurance from a company
Seller has not approved, or fails to obtain any insurance, Seller may (but does
not have to) obtain any insurance Seller desires to protect its interests. If
Seller does so, Buyer shall reimburse Seller upon demand for its expenses.
Seller shall have no liability at all for any losses which occur because no
insurance has been obtained or the coverage of the insurance which has been
obtained is incomplete.
4. TAXES.
Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.
5. USE OF COLLATERAL.
Buyer agrees to keep the Collateral in good repair; lo prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Seller's
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against. Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Seller's request.
6. EXPENSES PAID BY SELLER.
Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyer's obligation to pay the expenses shall be
secured by this Contract.
7. TRADE-INS.
If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, that the title
conveyed is good and its transfer rightful, and that the property is delivered
free from any security interest or other lien or encumbrance.
8. NO WARRANTY.
If the Vehicle is new, there is no warranty other than that of the manufacturer.
If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS".
SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER. THERE ARE NO OTHER
WARRANTIES EXPRESS OR IMPLIED.
9. ADDITIONS TO COLLATERAL.
Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral, shall
constitute "Additions & Accessions" and shall be subject to Seller's security
interest. All Additions & Accessions must stay with the Collateral if it is
repossessed or returned to Seller
10. DEFAULT.
Time is of the essence In this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following;
(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes insurance premium, or other obligation secured by this
Contract or under any other instrument or agreement;
(b) Buyer fails to perform any of Buyer's obligations under this Contract;
(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the credit
secured by the Contract turns out to be false;
(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;
(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;
(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;
(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or
(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damage, or destruction.
11. REMEDIES.
If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer:
(a) Declare this Contract to be in default;
(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but not
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives; and
(c) Exercise all of the rights and remedies of a secured party under the Uniform
Commercial Code and any other applicable laws.
In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:
(a) On Seller's demand. Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonably convenient to both parties.
(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with law.
(c) Seller shall give Buyer at least ten (10) days written notice of any sale of
the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.
(d) Expense of retaking, holding, preparing for sale, selling and the like shall
include, to the fullest extent permitted by law, (i) the fees of any attorneys
retained by Seller, and (ii) all other legal expenses incurred by Seller.
(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition of the Collateral after default.
12. NO WRONGFUL POSSESSION.
Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it. Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest. Seller agrees to make any such property available for Buyer
to take back at a place reasonably convenient to both parties.
13. VARIATIONS OF CONTRACT.
No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Seller's acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver of
any default shall operate as a waiver of any other default.
14. ENTIRE AGREEMENT: SEVERABILITY.
This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.
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Page 3 of 4 of Security Agreement dated on or about July 10,2003 between ▇▇▇▇
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
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BUYER'S INITIALS
PACCAR SECURITY AGREEMENT
FINANCIAL RETAIL INSTALLMENT CONTRACT
15. BAD CHECKS.
Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored for
lack of funds or credit to pay the item, or because the account has been closed,
or for any other reason, Seller or its assigns will assess and Buyer will
promptly pay a $50 fee per dishonored item, or the maximum amount allowed by
applicable state law, if lower.
16. CROSS COLLATERAL.
Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee of
Seller, now existing or hereafter arising, whether under this Contract or any
other agreement and whether due directly or by assignment; provided, however,
upon any assignment of the Contract by Seller, the assignee shall be deemed, for
the purpose of this paragraph, the only party with a security interest in the
Collateral.
17. TIME PRICE DIFFERENTIAL.
The effective daily Time Price Differential ("TPD") shall be based on and shall
vary with fluctuations in the LIBOR Rate. The applicable rate of interest
("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus
2.35% percent per annum, compounded daily on the unpaid balance. The TPD due
each month shall be equal to the sum of the daily TPDs for the month. As used in
this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for
one (1) month maturities as reported in the Money Rates section of the Wall
Street Journal. The LIBOR Rate reported on the first business day of each
calendar month shall be used to determine The Buyer's Rate during the month.
Based on the initial Buyer's Rate and assuming that all payments are timely
made, the aggregate TPD will be $76,765.20. Fluctuations in LIBOR, as well as
early or late payments over the term of the Contract will cause the actual
aggregate TPD, the Time Balance and Total Time Sale Price to be different than
disclosed. Any delay in payment or increase in LIBOR could cause those amounts
to be greater than disclosed, resulting in a larger final or "balloon" payment.
Early payments or reductions in LIBOR could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. If Buyer has requested a fixed payment schedule, the amount of the
periodic payments will be based upon an interest rate fixed solely for that
purpose. Differences between this rate and Buyer's Rate will be accounted for by
an adjustment in the final or "balloon" payment and/or the number of payments.
In no event shall Buyer be required to pay interest in excess of the maximum
rate allowed by law of the state having jurisdiction over the transaction. The
intention of the parties is to conform strictly to applicable state usury laws,
which may reduce the Buyer's Rate to the maximum amount allowed under such usury
laws now or hereafter in effect.
18. FINANCIAL INFORMATION.
Buyer agrees to furnish Seller promptly with any financial statements or other
information which Seller may reasonably request from time to time. Any and all
financial statements will be prepared on a basis of generally accepted
accounting principles, and will be complete and correct and fairly present
Buyer's financial condition as of the date thereof. Seller may at any reasonable
time examine the books and records of Buyer and make copies thereof.
19. CHATTEL PAPER.
This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is to copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no force
and effect. No assignee or secured party other than PACCAR Financial Corp. will
under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp., assign its
interest received hereunder.
20. PREPAYMENT FEE.
21. MISCELLANEOUS.
(a) This Contract shall be binding, jointly and severally, upon all parties
described as the "Buyer" and their respective heirs, executors, representatives,
successors and assigns and shall inure to the benefit of PFC, its successors and
assigns.
(b) This Contract and any other evidence of the indebtedness given in connection
herewith may be assigned by Seller to a third party without notice to Buyer and
Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer
against any assignee, agreeing that Seller shall be solely responsible therefor.
(c) Buyer acknowledges receipt of a true copy of this contract, and waives
acceptance hereof.
NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS NOT INCLUDED UNDER THIS CONTRACT.
NOTICE TO BUYER
1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK
SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT A
TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN
BEFORE BEING SIGNED.
SELLER: KENWORTH OF DOTHAN, INC. BUYER: ▇▇▇▇ BROS. TRANSPORTATION
INC.
TAX ID: ▇▇-▇▇▇▇▇▇▇
BY: ______________________________________ BY: _________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Truck Billing Manage ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO
DATE: July 10, 2003 DATE: July 10, 2003
BY: ________ TITLE: ________
DATE: July 10, 2003
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Page 4 of 4 of Security Agreement dated on or about July 10, 2003 between ▇▇▇▇
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
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PACCAR BOARD RESOLUTION
FINANCIAL AUTHORIZATION AGREEMENT
BOARD RESOLUTION
AUTHORIZATION TO INCUR INDEBTNESS & PLEDGE ASSETS
EXTRACT FROM MINUTES OF MEETING OF THE BOARD OF
DIRECTORS OF: ▇▇▇▇ Bros. Transportation Inc.
HELD ON: 07/10/03
RESOLVED, that the officers of this Corporation be and each hereby is authorized
and directed:
(1) To incur indebtedness in behalf of this Corporation by leasing from or
making other financing or credit arrangements with PACCAR Financial Corp. for
such period of time and upon such terms and conditions and at such rates and
charges as may to them in their discretion seem advisable; and
(2) To grant a security interest in, mortgage, pledge and otherwise encumber all
or any part of the assets of this Corporation as collateral for such
indebtedness; and
(3) To take all such action and to execute in the name and behalf of this
Corporation, under its corporate seal or otherwise, and deliver all such
instruments and documents and to pay all such expenses as in their judgment
shall be advisable in order to fully carry out the intent and to accomplish the
purposes of the foregoing; and
RESOLVED, that any and all actions heretofore taken by the officers of this
Corporation in connection with any prior loans or financing or credit
arrangements with PACCAR Financial Corp. or taken to accomplish the purpose and
intent of the foregoing resolution be and hereby are in all respects approved,
ratified and confirmed; and
RESOLVED, that the authority conferred upon the officers of this Corporation by
the foregoing resolution shall continue in force and effect until 30 days after
written notice of revocation is delivered to PACCAR Financial Corp. at its
principal office at ▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ by registered
mail.
I, _____________________________________ Secretary of ▇▇▇▇ BROS.
TRANSPORTATION INC. certify that the foregoing is a true and correct copy of
resolutions adopted at a meeting of the Board of Directors of said Corporation
held on 07/10/03 which was called after due notice was given or waived, and at
which meeting a quorum was present and that such resolutions remain in full
force and effect.
I also certify that: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO is on this date an officer of
said Corporation.
WITNESS my hand and the seal of said Corporation this: 10TH day of
JULY, 2003
_____________________________________________
Secretary
(Seal)
PACCAR SECURITY AGREEMENT
FINANCIAL SCHEDULE E: EQUIPMENT LISTING
This Schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated July 10, 2003 by and between KENWORTH OF DOTHAN, INC.
("Seller") and ▇▇▇▇ BROS. TRANSPORTATION INC. ("Buyer") covering the equipment
as described below:
DESCRIPTION OF PURCHASED EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE
---- ---- ----- ------------------------------ -------- ----------------
2004 Kenworth T8006617 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006618 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006619 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006620 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006621 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006622 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006623 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006624 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006625 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
2004 Kenworth T8006626 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ New $ 83,325.00
------------
Total: $ 833,250.00
------------
DESCRIPTION OF TRADE - IN EQUIPMENT
YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO
---- ---- ----- ----------------------------- --------- --------------------
Total: $ 0.00 $ 0.00
SELLER: KENWORTH OF DOTHAN, INC. BUYER: ▇▇▇▇ BROS. TRANSPORTATION
INC.
TAX ID: ▇▇-▇▇▇▇▇▇▇
BY: ______________________________________ BY: _________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Truck Billing Manage ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO
DATE: July 10, 2003 DATE: July 10, 2003
BY: _______ TITLE: _________
DATE: July 10, 2003
INSURANCE APPENDIX
PACCAR FINANCIAL COMPREHENSIVE AND COLLISION
This appendix is attached to and incorporated into the Security Agreement Retail
Installment Contract ("Security Agreement") dated 07/10/03 between ▇▇▇▇ BROS.
TRANSPORTATION INC. ("Buyer") and KENWORTH OF DOTHAN, INC. ("Seller"), relating
to the purchase and sale of certain Equipment described in the Description of
Vehicle - Collateral section of the Security Agreement. Capitalized terms used
herein and not otherwise defined have the meanings set forth in the Security
Agreement.
Section 3 of the Security Agreement requires Buyer to "keep the Collateral
continuously insured against fire, theft, collision, and any other hazard Seller
specifies" on the terms stated therein.
Provided that no default has occurred under the Security Agreement, Seller
hereby waives the requirements of Section 3 of the Security Agreement.
In consideration of Seller's waiver of the requirements of Section 3 of the
Security Agreement, Buyer agrees that:
1. In the event that an item of Collateral is lost, stolen, destroyed or
damaged, Buyer shall, within thirty (30) days thereof and at Seller's
election,
(A) replace the item of Collateral with another item suitable to Seller; or
(B) pay the total amount of the obligation secured by the item of Collateral; or
(C) repair the specific item of Collateral.
2. Seller may cancel this Appendix at any time and for any or no reason upon
written notice of cancellation to Buyer. Buyer shall thereafter comply with
the insurance provisions of Section 3 of the Security Agreement, and shall
deliver the certificate of insurance required by Section 3 of the Security
Agreement to Seller within ten (10) days or receipt of the notice of
cancellation of this Appendix.
3. Nothing herein shall be construed to create any duty on the part of Seller
to provide insurance of any kind and Buyer shall be solely liable for any
loss, cost or damage incurred or allegedly incurred arising out of this
Appendix.
Buyer's failure to comply with any of the provisions of this Appendix shall
constitute a default under the Security Agreement.
BUYER ________________________________ DATE 07/10/03
SELLER _______________________________ DATE 07/10/03
BUYER'S ORDER
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BUYER/▇▇▇▇▇▇
▇▇▇▇ Bros. Transportation Inc.
ADDRESS
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
CONTACT PHONE FAX
▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
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PHYSICAL ADDRESS IF ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
CONTACT PHONE FAX
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ORDERED EQUIPMENT INSURANCE CO
INSURANCE AGENCY
AGENT/CONTACT PHONE FAX
--------------------------------------------------------------------------------
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ORDERED EQUIPMENT LIENHOLDER
PACCAR Financial Corporation
ADDRESS
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇
▇▇▇▇ ▇▇▇▇▇ ZIP
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
CONTACT PHONE FAX
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
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P.O.# SALES TAXES EXEMPTION REASON/ #
Out of State
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TO BE DELIVERED IN STATE COUNTY CITY TO BE TITLED SALESMAN
OH Clark Springfield IN STATE OF OH ▇▇▇ ▇▇▇▇▇▇▇▇
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----------------------------------------------------------------------------------------------------------------------
ORDERED EQUIPMENT N/U STOCK # YR MAKE MODEL COLOR VIN SALES PRICE
----------------------------------------------------------------------------------------------------------------------
SEE ATTACHED SCHEDULE A $ 746,169.60
----------------------------------------------------------------------------------------------------------------------
F.E.T.: 87,080.40
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
DDITIONS, ACCESSORIES OR WORK TO BE PERFORMED
----------------------------------------------------------------------------------------------------------------------
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TOTAL ADDITIONAL
COSTS
----------------------------------------------------------------------------------------------------------------------
TOTAL PRICE OF
ORDERED EQUIP. 833,250.00
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TOTAL TRADE-IN
ALLOWANCE
-------------------------------------------
TRADE DIFFERENCE 833,250.00
-------------------------------------------
SALES TAX --------- %
-------------------------------------------
TOTAL LIEN PAYOFF(S)
-------------------------------------------
TITLING (PROCESSING)
FEES
-------------------------------------------
BALANCE 833,250.00
-------------------------------------------
NON REFUNDABLE
DEPOSIT WITH ORDER
-------------------------------------------
DOWN PAYMENT
-------------------------------------------
REFUND TO CUSTOMER
AFTER DELIVERY
-------------------------------------------
BALANCE DUE 833,250.00
AT DELIVERY
-------------------------------------------
LENDER
DOCUMENTATION FEES
-------------------------------------------
INSURANCE PREMIUMS
[ ]PHYSICAL [ ] CREDIT [ ]
DAMAGE LIFE ____
-------------------------------------------
[ISUZU TRUCK LOGO] [HINO LOGO]
KENWORTH OF DOTHAN, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇. (▇▇▇)▇▇▇-▇▇▇▇. Fax (▇▇▇) ▇▇▇-▇▇▇▇
[KENWORTH LOGO]
DISCLAIMER OF WARRANTIES
All warranties on this equipment are those of the manufacturers. The
Dealer, KENWORTH OF DOTHAN, INC., HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,
EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE; and KENWORTH OF DOTHAN, INC. neither
assumes nor authorizes any other person to assume for it any liability in
connection with the sale of the equipment.
ALL USED EQUIPMENT IS SOLD AS-IS WHERE-IS WITH TO WARRANTY WHAT SOEVER FROM
KENWORTH OF DOTHAN, INC.
This disclaimer in no way affects the provision of the manufacturers
warranties.
ADDITIONAL TERMS ON RESERVE SIDE
By signing below, the Buyer acknowledges that he/she has read all of
the terms set forth above and on the back side of this Buyer's Order and agrees
to purchase the Equipment on these terms: acknowledges that said terms
constitute the entire agreement between the Buyer and the Dealer, except for any
other written agreements; and acknowledges that there are no oral
representations, terms, or conditions to this agreement.
--------------------------------------------------------------------------------
BUYER DATE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 07/10/2003
--------------------------------------------------------------------------------
THIS ORDER IS NOT BINDING UPON THE DEALER UNLESS ACCEPTED IN
WRITING BELOW BY ALL THREE MANAGERS.
KENWORTH OF DOTHAN, INC.
▇▇▇▇ OF SALE
Date: 07/10/2003
CUSTOMER/LESSOR PHYSICAL ADDRESS IF DIFFERENT / LESSEE
▇▇▇▇ Bros. Transportation Inc. State of OH
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ City of Springfield
(▇▇▇)▇▇▇-▇▇▇▇
SALESMAN LIEN HOLDER
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SOLD UNIT(S) ▇▇▇ ▇▇▇▇▇▇▇▇ PACCAR Financial Corporation
---------------------------------------------------------------------------------------------------
N/U STOCK# YEAR MAKE MODEL COLOR VIN SALES PRICE
---------------------------------------------------------------------------------------------------
N 050673 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050674 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050675 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050676 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050677 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050678 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050679 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050680 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050681 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050682 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
F.E.T 87,080.40
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TRADE-IN(S)
---------------------------------------------------------------------------------------
STOCK# YEAR MAKE MODEL COLOR VIN TRADE ALLOWANCE
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[KENWORTH LOGO]
[HINO LOGO] [ISUZU TRUCK LOGO]
KENWORTH OF DOTHAN, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
TRADE DIFFERENCE 833,250.00
STATE TAX Out of State 0.00
COUNTY TAX 0.00
CITY TAX 0.00
LIEN PAYOFF(S) 0.00
DELIVERY FEES 0.00
DEPOSIT WITH ORDER 0.00
DOWN PAYMENT 0.00
BALANCE DUE AT DELIVERY 833,250.00
LENDER DOC FEES 0.00
INSURANCE PREMIUMS 0.00
AMOUNT FINANCED 833,250.00
IMPORTANT
TO BE EXECUTED IN TRIPLICATE
EXEMPTION WILL BE DISALLOWED IF
COMPLETE AND CORRECT INFORMATION
IS NOT FURNISHED.
SALES TAX DIVISION
DEPARTMENT OF REVENUE
STATE OF ALABAMA
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
CERTIFICATE OF EXEMPTION-OUT OF STATE DELIVERY
Required by the Provisions of Sales and Use Tax Rule A28-015
Seller Kenworth of Dothan, Inc. Sales Tax Registration No. 35-12553
Address 461 ▇▇▇▇ ▇▇▇▇▇ Cir. Invoice ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Date of Sale 07/10/2003
Buyer ▇▇▇▇ Bros. Transportation Inc.
Address ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------
(Street) (City) (State)
Description of the Automobile, Other Motor Vehicle, or Trailer
See attached
Make _______________ Model ____________________ Year ____________________
Serial No. ______________________ Motor No. ___________________ New [ ] Used [ ]
Total Sales Trade-in Net Amount
Price ___________________________ Allowance ___________________ Paid ___________
The automobile, other motor vehicle, or trailer described above will be titled
or registered in the State of Ohio.
OATH
We, the undersigned seller and buyer, or representative thereof, being duly
sworn according to law, hereby certify that the above described tangible
personal property has been sold and will be delivered outside the State of
Alabama, and that the information contained herein is true and correct.
Seller Kenworth of Dothan, Inc. Buyer ▇▇▇▇ Bros. Transportation Inc.
By /s/ Ally ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------ --------------------------
Subscribed and sworn to this 10 day of July____, 2003.
_______________________________ My Commission expires _____________________
Notary Public
THIS CERTIFICATE MUST BE EXECUTED IN TRIPLICATE by the seller and buyer at the
time of the sale of the vehicle or trailer.
CERTIFICATE OF OUT OF STATE DELIVERY
State of Ohio County of ▇▇▇▇▇
I, ____________________ , being duly sworn according to law, depose and say
that I have personally delivered the automobile, other motor vehicle, or trailer
described above to
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ Bros. Transportation Inc. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 07/10/2003
--------------------------------------------------------------------------------
(Name) (Place of Delivery) (Date)
Check the status of the person making the delivery: [ ] Seller [ ] Employee of
Seller
____________________________
Signed
Subscribed and sworn to this 10 day of July, 2003
___________________________ My Commission expires _________________________
Notary Public
(NOTARY PUBLIC MUST BE COMMISSIONED IN STATE IN WHICH DELIVERY IS MADE)
INSTRUCTIONS: The Certificate of Agreement to Sell in Interstate Commerce must
be prepared in triplicate by the seller and buyer at the time of the sale of the
vehicle or trailer. The Certificate of Out of State Delivery must be executed in
triplicate by the person actually making delivery of the motor vehicle or
trailer within two days of the time of delivery. The original (white copy) and
duplicate (pink copy) of the certificates must be attached to the seller's sales
tax returns on which credit is claimed for "Sales in bona fide interstate
commerce" before any credit will be allowed the seller for such sales. The
triplicate (canary copy) should be kept with the seller's copy of invoice.
SCHEDULE A Page 1
Attached to and made a part of the Buyer's Order dated 07/10/2003 between ▇▇▇▇
Bros. Transportation Inc. (buyer) and Kenworth of Dothan, Inc. (seller).
ORDERED EQUIPMENT
N/U STOCK# YR MAKE MODEL COLOR VIN SALES PRICE
--- ------ -- ---- ----- ----- --- -----------
N 050673 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050674 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050675 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050676 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050677 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050678 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050679 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050680 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050681 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
N 050682 2004 Kenworth T800 Green ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 74,616.96
----------
746,169.60
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SIGNATURE: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DATE: 07/10/2003