EXHIBIT 10.4
PACCAR
FINANCIAL
DIRECT LOAN SECURITY AGREEMENT
This DIRECT LOAN SECURITY AGREEMENT ("Security Agreement"), made on May 23, 2003
by and between XXXX XXXXXXXX TRANSPORTATION, INC. a business with its principal
place of business at 0000 XXXXXXX 00, XXXXXXX, XXXXXXX 00000 ("Debtor") and
PACCAR FINANCIAL CORP. a Washington corporation with an address at 000 000XX
XXX. XX, XXXXXXXX, XXXXXXXXXX 00000 ("Secured Party").
1. INDEBTEDNESS. For value received, Debtor promises to pay Secured Party at its
office located at the address stated above or such other place as Secured Party
designates.
The amount owed herein shall be repaid in consecutive installments (including
both principal and interest) as follows:
INSTALLMENTS
PAYMENT DATE NUMBER OF PAYMENTS PAYMENT AMOUNT
------------ ------------------ --------------
Sep 11, 2003 72 $4,591.27
------------ ------------------ --------------
beginning September 11, 2003 and on the same day of each month thereafter (each
a "Payment Date") until August 11, 2009, when the entire unpaid balance of
principal and interest, plus any other accrued charges, shall become due and
payable. The original principal balance herein is $293,850.00, and interest paid
on the unpaid principal balance from and including the date hereof at the LIBOR
Rate (as more fully defined herein), plus 2.85 % per annum. Interest start date
is August 11, 2003.
As used herein, "LIBOR" 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 reported on the first business day of each calendar month
shall be used to determine Debtor's rate during that month.
The interest accrued may vary each month based on the timeliness of receipt of
payments compared to the Payment Dates outlined above and fluctuations in the
selected rate. Late payments or a higher rate will cause total interest paid to
be higher than originally expected and early payments or a lower rate will cause
total interest to be lower than originally expected. The final payment will be
adjusted to reflect the timeliness of payment receipt and fluctuations in the
selected rate.
The principal balance includes one or more official fees in the total amount
of$0.00, a document preparation fee of $300.00, and the cost of financing a
Preventive Maintenance Customer Agreement in the amount of $0.00.
Debtor may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of a premium equal to 1/12 of 1 % (.00083) of the current principal
balance at the time of such prepayment multiplied by the number of full months
remaining in the term of the Security Agreement, provided that such prepayment
penalty is not prohibited by applicable state law, otherwise at the highest
prepayment penalty Debtor can legally obligate itself to pay and/or Secured
party can legally collect.
2. USE OF PROCEEDS. Secured Party is hereby irrevocably authorized and directed
to disburse the proceeds of this Security Agreement as follows:
AMOUNT PAYEE NAME PAYEE ADDRESS
------ ---------- -------------
$293,550.00 Xxxxxxxx Trailer Company X.X. Xxx 00000, Xxxxxxx, Xxxxxxxx 00000
300.00 PACCAR Financial Corp. 0000 Xxxxxxxxx Xxxx Xx 000, Xxxxxx, Xxxxxxx 00000
----------- ------------------------ ---------------------------------------------------
Debtor hereby acknowledges and agrees that the proceeds of this Security
Agreement will be used for commercial or business purposes and will not be used
for personal, family or household purposes.
Secured Party may disburse the proceeds using checks, drafts, orders, transfer
funds, or any other method or media Secured Party deems desirable. Disbursement
may be made in Secured Party's name on Debtor's behalf or in Debtor's name.
Disbursement in accordance with the above instructions or any written supplement
to these instructions will constitute payment and delivery to and receipt by
Debtor of all such proceeds.
3. SECURED INDEBTEDNESS. This Security Agreement secures the payment of the
indebtedness set forth above and any and all other obligations and liabilities
of Debtor to Secured Party whether due or to become due, direct or contingent,
now existing or hereafter incurred of any nature whatsoever, including without
limitation all legal fees, court costs and expenses of whatever kind incident to
the collection of any of said indebtedness or "Indebtedness"). Without limiting
the generality of the foregoing, this Security Agreement secures the payment of
all amounts which constitute part of the Indebtedness and would be owed by
Debtor to Secured Party but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving Debtor.
DEBTOR'S INITIALS
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc. RB
CONTRACT DATE: May 23, 2003
Page 1 of 5
PACCAR
FINANCIAL
DIRECT LOAN SECURITY AGREEMENT
4. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party, its
successors and assigns forever, a security interest in and against the following
equipment, motor vehicles, fixtures, goods, general intangibles, and any
additions, attachments, accessories and accessions thereto, any substitutions,
replacements or exchanges therefor, and any and all proceeds of any and all
other of the foregoing and, to the extent not otherwise included, all (a)
payments under insurance (whether or not Secured Party is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing and (b) cash, all of
which property and proceeds is hereinafter individually and collectively
referred to as the "Collateral":
DESCRIPTION OF COLLATERAL
YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT
********************** SEE COLLATERAL ADDENDUM **********************
5. RIGHTS OF SECURED PARTY IN THE COLLATERAL. The surrender of any document
evidencing the Indebtedness or any other obligation or liability secured hereby,
upon payment or otherwise, shall not affect the rights of Secured Party to
retain the Collateral for such other obligations and liabilities as may then
exist. Any third person at any time and from time to time holding all or a
portion of the Collateral shall be deemed to be holding and shall hold the
Collateral as the agent of, and as pledge holder for, Secured Party. At any time
and from time to time, Secured Party may give notice to any third person holding
all or any portion of the Collateral that such third person is holding the
Collateral as the agent of, and as pledge holder for, Secured Party.
6. DEBTOR REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants as
follows: (a) If Debtor is a corporation, (i) it is duly organized, validly
existing and in good standing in its state of incorporation and is authorized to
conduct its business in all of the jurisdictions wherever it engages in such
business, and (ii) this Security Agreement is executed pursuant to authority of
its Board of Directors and with the consent of its shareholders; (b) Debtor is
the legal and beneficial owner of the Collateral free and clear of any lien,
security interest, option or other charge or encumbrance except for the security
interest created by this Security Agreement. No effective financing statement or
other document similar in effect covering all or any part of the Collateral is
on file in any recording office, except as may have been filed in favor of
Secured Party relating to this Security Agreement. Debtor has no trade names
other than those previously disclosed to Secured Party; (c) Debtor has exclusive
possession and control of the Collateral; (d) This Security Agreement creates a
valid first priority security interest in the Collateral, securing the payment
of the Indebtedness, and all filings and other actions necessary or desirable to
perfect and protect such security interest have been duly taken; (e) No consent
of any other person or entity and no authorization, approval, or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the perfection or maintenance of the security interest
created hereby (including the first priority nature of such security interest);
(f) There are no conditions precedent to the effectiveness of this Security
Agreement that have not been satisfied or waived; (g) the Collateral will be
titled in the State of Tennessee; (h) Debtor will immediately notify Secured
Party in writing of any change in Debtor's principal place of business
identified above; and (i) this Security Agreement is entered into in the State
of Georgia and is governed by its laws.
7. CERTIFICATE OF TITLE-LIENS. Debtor agrees that any Certificate of Title on
the Collateral will show Secured Party's security interest (lien) and will be
delivered promptly to Secured Party. Secured Party shall hold the Certificate of
Title until Debtor pays all of the Indebtedness and performs all other
obligations under this Security Agreement. Debtor promises not to give any other
party a lien or security interest in the Collateral without Secured Party's
written consent. Debtor promises not to part with possession of, sell or lease
the Collateral without Secured Party's written consent. Debtor hereby (a) agrees
that from time to time, at the expense of the Debtor, Debtor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that Secured Party may request,
in order to perfect or protect any security interest granted or purported to be
granted hereby or to enable Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any Collateral, and (b) grants to Secured
Party the power to sign Debtor's name and on behalf of Debtor to execute and
file applications for title, transfers of title, financing statements, notices
of line and other documents pertaining to any or all of the Collateral.
8. INSURANCE. Debtor shall keep the Collateral continuously insured against
fire, theft, collision, and any other hazard Secured Party specifies by any
insurance company Secured Party has approved. The amount of insurance shall be
the full insurable value of the Collateral or the full amount of all obligations
this Security Agreement secures, whichever is greater. Debtor agrees to deliver
promptly to Secured Party certificates or, if requested, policies of insurance
satisfactory to Secured Party, each with a standard long-form loss-payable
endorsement naming Secured Party or assigns as loss-delivered to Secured Party
at least ten (10) days before the cancellation date. If the Collateral is lost
or damaged, Secured Party shall have full power to collect any or all insurance
proceeds and to apply them as Secured Party chooses either (i) to satisfy any
obligation secured by this Security Agreement (whether or not due or otherwise
matured), or (ii) to repair the Collateral. If Debtor obtains insurance from a
company Secured Party has not approved, or fails to obtain any insurance,
Secured Party may (but does not have to) obtain any insurance Secured Party
desires to protect its interests. If Secured Party does so, Debtor shall
reimburse Secured Party upon demand for its expenses. Secured Party shall have
no liability at all for any losses which occur because no insurance was obtained
or any insurance which has been obtained is incomplete.
9. TAXES. Debtor agrees to pay before delinquency all taxes, license fees and
other governmental charges imposed on the Collateral or its sales or use.
DEBTOR'S INITIALS
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc. RB
CONTRACT DATE: May 23, 2003
Page 2 of 5
PACCAR
FINANCIAL
DIRECT LOAN SECURITY AGREEMENT
10. USE OF COLLATERAL. Debtor shall keep the Collateral in good repair, shall
prevent any waste, loss, damage, or destruction of or to the Collateral, shall
prevent any unlawful use of the Collateral, and shall not make or allow to be
made any significant change in the Collateral or its chassis, body, or special
equipment, without Secured Party's written consent. Debtor assumes all risk of
damage, loss, or destruction of or to the Collateral, whether or not insured
against. Secured Party may examine the Collateral wherever located at any time,
and Debtor will inform Secured Party of the Collateral's location upon Secured
Party's request.
11. EXPENSE PAID BY SECURED PARTY. Debtor agrees to reimburse Secured Party upon
demand for any expenses paid by Secured Party such as taxes, insurance premiums,
repair bills, title fees, the expenses set forth in Section 16 (d) hereof and
any other expenses necessary to protect Secured Party's security interest in the
Collateral. Debtor's obligation to pay the expenses shall be secured by this
Security Agreement.
12. NO WARRANTY. If the Collateral is new, there is no warranty other than that
of the manufacturer. If the Collateral is used, it is sold "AS IS" and "WITH ALL
FAULTS." SECURED PARTY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY SECURED PARTY. THERE
ARE NO. OTHER WARRANTIES EXPRESS OR IMPLIED.
13. 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, becomes part of the
Collateral and is subject to Secured Party's security interest, and must stay
with the Collateral if repossessed or returned to Secured Party.
14. PAYMENT APPLICATION AND DELINQUENCY CHARGES. All payments shall be applied
first to interest and then to principal. For each installment not paid when due,
Debtor agrees to pay Secured Party a delinquency charge calculated thereon at
the rate of 1-1/2% per month for the period of delinquency or, at Secured
Party's option, 5% of such installment (but under no circumstances shall the
delinquency charge exceed $10 for contracts governed by Arizona law, $25 for
contracts governed by Nebraska law, nor, for contracts governed by Pennsylvania
law, 4% of each overdue installment, per month, for the period of delinquency),
provided that such a delinquency charge is not prohibited by law, otherwise at
the highest rate Debtor can legally obligate itself to pay and/or Secured Party
can legally collect.
15. DEFAULT. Time is of the essence of this Security Agreement. The due dates
for payments and the performance of the other obligations under this Security
Agreement are among its most crucial provisions. Debtor shall be in default
under this Security Agreement upon the occurrence of any of the following: (a)
Debtor 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 Security
Agreement; (b) Debtor fails to perform any of Debtor's obligations under this
Security Agreement; (c) Any representation Debtor has made in this Security
Agreement or in any credit application or financial statement Debtor has given
to Secured Party in connection with the credit secured by this Security
Agreement 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 Debtor or the Collateral; (f) Debtor becomes insolvent or subject to
insolvency proceedings as defined in the Uniform Commercial Code or becomes
subject to bankruptcy; (g) Debtor defaults in the payment or performance of any
other agreement in connection with any other obligation for borrowed money; or
(h) Secured Party reasonably deems the Collateral in danger of misuse,
confiscation, damage, or destruction.
16. REMEDIES. In the event of an event of default, Secured Party may declare the
entire Indebtedness secured by this Security Agreement immediately due and
payable, without protest, presentment, notice, or demand, all of which Debtor
waives. All sums remaining unpaid in the agreed or accelerated date of maturity
shall bear interest at the rate of 1-1/2% per month, provided that such a rate
is not prohibited by law, otherwise at the highest lawful contract rate. If
Debtor defaults under this Security Agreement, in addition to the rights that
Secured Party has under the law in effect at the time of default, the following
provisions shall apply: (a) On Secured Party's demand, Debtor shall deliver
possession of the Collateral to Secured Party at a place Secured Party
designates reasonably convenient to both parties: (b) Secured Party may enter
any premises where the Collateral may be found and take possession of it without
notice, demand, or legal proceedings: (c) Secured Party shall give Debtor at
least ten (10) days written notice of any sale of the Collateral, which Debtor
agrees to be reasonable notice. Notice shall be given at the address specified
in this Security Agreement or other such address that Debtor may have previously
specified in writing to Secured Party. Notice shall be effective when deposited
in the mails, postage prepaid, addressed as provided above: (d) Expenses of
retaking, holding, preparing for sale, selling and the like shall include (i)
the fees of any attorneys retained by Secured Party and (ii) all other legal
expenses incurred by Secured Party. Debtor agrees that it shall be liable for
and shall promptly pay any deficiency resulting from any disposition of the
Collateral after default.
17. NO WRONGFUL POSSESSION. Debtor agrees that if Secured Party repossesses the
Collateral or otherwise obtains possession of it, Secured Party will not be in
wrongful possession of any property contained in the Collateral or attached to
it in which Secured Party does not have a security interest. Secured Party
agrees to make any such property available to Debtor to take back at a place
reasonably convenient to both parties.
DEBTOR'S INITIALS
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc. RB
CONTRACT DATE: May 23, 2003
Page 3 of 5
PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT
18. VARIATIONS OF CONTRACT. No provision of this Security Agreement may be
changed or amended unless by a written contract signed by Secured Party. Secured
Party's acceptance of late payments does not mean that Secured Party is
obligated to accept late payments in the future. No waiver of any default shall
operate as a waiver of any other default.
19. ENTIRE AGREEMENT: SEVERABILITY. THIS Security Agreement is the complete and
exclusive statement of rights and duties between Debtor and Secured Party. If
any provision is held unenforceable, it shall be deemed omitted without
affecting the enforceability of the remaining provisions.
20. BAD CHECKS. Whenever a check, draft or order given by or on behalf of
Debtor, for the purpose of payment of any obligation arising under this Security
Agreement, has been dishonored for lack of funds or credit to pay the same or
the maker, issuer or drawer has no account with the drawee, Secured Party may
collect from Debtor a reasonable handling fee, not to exceed the maximum amount
allowed by law in the state chosen by the parties to govern this Security
Agreement.
21. CROSS COLLATERAL. Debtor grants to Secured Party a security interest in all
collateral securing the payment and performance on any and all absolute or
contingent obligations and liabilities of Debtor to Secured Party, now existing
or hereinafter arising, whether under this Security Agreement or any other
agreement between Debtor and Secured Party, including, but not limited to,
security agreement retail installment contracts and equipment lease agreements.
22. MISCELLANEOUS. (a) This Security Agreement shall be binding, jointly and
severally, upon all parties described as the "Debtor" and their respective
heirs, executors, representatives, successors and assigns, and shall inure to
the benefit of Secured Party, its successors and assigns. (b) This Security
Agreement and any other evidence of the Indebtedness given in connection
herewith may be assigned without notice to Debtor and Debtor hereby waives any
defense, counterclaim or cross-complaint by Debtor against any assignee,
agreeing that Secured Party shall be solely responsible therefor. (c) Debtor
waives all homestead and other property exemption laws. (d) Debtor agrees to
furnish its annual financial statements and such interim statements as Secured
Party may require in form satisfactory to Secured Party. 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 Debtor's
financial condition as of the date thereof. Secured Party may at any reasonable
time examine the books and records of Debtor and make copies thereof. (e) Debtor
acknowledges receipt of a true copy of this Security Agreement, and waives
acceptance hereof. (f) This Security Agreement shall continue in full force and
effect for so long as there shall remain in existence obligations or liabilities
from Debtor to Secured Party and for so long after the payment of all
outstanding obligations and liabilities as it is reasonably contemplated that
there may be future obligations and liabilities between Debtor and Secured
Party, which future obligations and liabilities shall be secured by the security
interest granted in this Security Agreement. (g) This Security Agreement may be
executed in one or more counterparts, each of which may be deemed to be the
original instrument, but all of which together shall constitute but one
instrument, and only one set of rights, duties and obligations shall arise
therefrom.
23. ADDITIONAL STATE-SPECIFIC PROVISIONS. For purposes of Florida law, the term
"principal balance" shall mean the "amount financed," i.e., the amount of credit
provided to you. For purposes of Texas law, the term "principal balance" shall
mean the "unpaid balance," i.e., the amount financed.
Texas document preparation fee disclosure: "A DOCUMENTARY FEE IS NOT AN OFFICIAL
FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR
HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING OF A SALE. A
DOCUMENTARY FEE MAY NOT EXCEED $50 FOR A MOTOR VEHICLE CONTRACT OR A REASONABLE
AMOUNT AGREED TO BY THE PARTIES FOR A HEAVY COMMERCIAL VEHICLE CONTRACT. THIS
NOTICE IS REQUIRED BY LAW."
DEBTOR'S INITIALS
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc. RB
CONTRACT DATE: May 23, 2003
Page 4 of 5
PACCAR
FINANCIAL
DIRECT LOAN SECURITY AGREEMENT
NOTICE TO DEBTOR
1. LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS
NOT INCLUDED UNDER THIS CONTRACT.
2. DO NOT SIGN THIS SECURITY AGREEMENT BEFORE YOU HAVE READ IT OR IF IT
CONTAINS ANY BLANK SPACES.
3. YOU ARE ENTITLED TO AN EXACT COPY OF THE SECURITY AGREEMENT YOU SIGN.
4. UNDER THE LAW, YOU HAVE THE RIGHT: (A) TO PAY OFF IN ADVANCE THE FULL
AMOUNT AND MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE; (B) TO REDEEM
THE PROPERTY IF REPOSSESSED FOR A DEFAULT; AND (C) TO REQUIRE, UNDER
CERTAIN CONDITIONS, A RESALE OF THE PROPERTY, IF REPOSSESSED.
5. KEEP THIS SECURITY AGREEMENT TO PROTECT YOUR LEGAL RIGHTS.
6. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY ARIZONA LAW: SELLER IS REGULATED
BY THE ARIZONA STATE BANKING DEPARTMENT, AND COMPLAINTS CONCERNING THIS
CONTRACT MAY BE MADE TO THAT AGENCY AT 0000 X.00XX XXXXXX, XXXXX 000,
XXXXXXX, XX 00000 ((000) 000-0000).
7. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY TEXAS LAW TO CONTACT PACCAR
FINANCIAL CORP. ABOUT THIS ACCOUNT, CALL (000) 000-0000. THIS CONTRACT IS
SUBJECT IN WHOLE OR IN PART TO TEXAS LAW, WHICH IS ENFORCED BY THE CONSUMER
CREDIT COMMISSIONER, 0000 XXXXX XXXXX, XXXXXX, XX 00000 ((000) 000-0000).
DEBTOR ACKNOWLEDGES THAT A TRUE COPY OF THIS SECURITY AGREEMENT HAS BEEN
RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.
IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound
hereby, have duly executed this Security Agreement as of the day and year first
above written.
SECURED PARTY: DEBTOR:
PACCAR Financial Corp. XXXX XXXXXXXX TRANSPORTATION, INC.
BY:_________________________________ BY: -s- Xxxxxxx Xxxxxx
------------------------------------
NAME: NAME: Xxxxxxx Xxxxxx
TITLE: TITLE: CFO
DATE: May 23, 2003 DATE: May 23, 2003
TAX ID: 00-0000000
DEBTOR'S INITIALS
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc. RB
CONTRACT DATE: May 23, 2003
Page 5 of 5
PACCAR DIRECT LOAN SECURITY AGREEMENT
FINANCIAL COLLATERAL ADDENDUM
This Collateral Addendum is annexed to and made part of a Direct Loan Security
Agreement dated May 23, 2003 by and between PACCAR FINANCIAL CORP. as "Secured
Party" and XXXX XXXXXXXX TRANSPORTATION, INC. as "Debtor" and describes
collateral in which Debtor grants Secured Party a security interest under the
terms and conditions of Paragraphs 3 and 4 of the Direct Loan Security
Agreement:
DESCRIPTION OF COLLATERAL
--------------------------------------------------------------------
YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT
---- -------- ------- ---------------------- -------
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
SECURED PARTY: DEBTOR:
PACCAR FINANCIAL CORP. XXXX XXXXXXXX TRANSPORTATION, INC.
BY:_________________________________ BY: /s/ Xxxxxxx Xxxxxx
------------------------------------
NAME:_______________________________ NAME: Xxxxxxx Xxxxxx
TITLE:______________________________ TITLE: CFO
DATE: May 23, 2003 DATE: May 23, 2003
TAX ID: 00-0000000
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc.
CONTRACT DATE: May 23, 2003 Page 1 of 1
PACCAR INSURANCE APPENDIX
FINANCIAL COMPREHENSIVE AND COLLISION SELF INSURANCE
This appendix is attached to and incorporated into the Direct Loan Security
Agreement (Security Agreement) dated May 23, 2003 between XXXX XXXXXXXX
TRANSPORTATION, INC. ("Debtor") and PACCAR FINANCIAL CORP. ("Secured Party"),
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 8 of the Security Agreement requires Debtor to" keep the Collateral
continuously insured against fire, theft, collision and any other hazard Secured
Party specifies" on the terms stated therein.
Provided that no default has occurred under the Security Agreement, Secured
Party hereby waives the requirements of Section 8 of the Security Agreement.
In consideration of Secured Party's waiver of the requirements of Section 8 of
the Security Agreement, Debtor agrees that:
(1) In the event that an item of Collateral is lost, stolen, destroyed or
damaged, Debtor shall, within thirty (30) days thereof and at Secured
Party's election,
(A) replace the item of Collateral with another item suitable to
Secured Party; or
(B) pay the total amount of the obligation secured by the item of
Collateral; or
(C) repair the specific item of Collateral.
(2) Secured Party may cancel this Appendix at any time and for any reason
upon written notice of cancellation to Debtor. Debtor shall thereafter
comply with the insurance provisions of Section 8 of the Security
Agreement, and shall deliver the certificate of insurance required by
Section 8 of the Security Agreement to Secured Party within ten (10)
days of receipt of the notice of cancellation of this Appendix.
(3) Nothing herein shall be construed to create any duty on the part of
Secured Party to provide insurance of any kind and Debtor shall be
solely liable for any loss, cost or damage incurred or allegedly
incurred arising out of this Appendix.
Debtor's failure to comply with any of the provisions of this Appendix
shall constitute a default under the Security Agreement.
SECURED PARTY: DEBTOR:
PACCAR FINANCIAL CORP. XXXX XXXXXXXX TRANSPORTATION, INC.
BY:_________________________________ BY: /s/ Xxxxxxx Xxxxxx
------------------------------------
NAME:_______________________________ NAME: Xxxxxxx Xxxxxx
TITLE:______________________________ TITLE: CFO
DATE: May 23, 2003 DATE: May 23, 2003
TAX ID: 00-0000000
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc.
CONTRACT DATE: May 23, 2003
PACCAR DIRECT LOAN
FINANCIAL POWER OF ATTORNEY
I, Xxxxxxx Xxxxxx hereby constitute and appoint_______________________ of PACCAR
Financial Corp. as my attorney in fact to sign Applications for Title and/or
assignments on reverse side of Certificates of Title and/or to execute all
necessary written instruments covering the below described:
DESCRIPTION OF COLLATERAL
--------------------------------------------------------
YEAR MAKE MODEL VEHICLE IDENTIFICATION
---- -------- ------- ----------------------
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
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2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
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2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
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2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
2004 Xxxxxxxx Flatbed 00X00000X00000000
2004 Xxxxxxxx Flatbed 00X00000000000000
and for said purpose to sign my name and do all things necessary.
/s/ Xxxxxxx Xxxxxx 8-11-03
---------------------------- -----------------------
Appointer Date
Subscribed and sworn to before me this 12 day of August 2003 in the State of
Alabama. (Seal)
/s/ Xxxxxxx Xxxxxx
----------------------------
Notary Public
My commission expire 11-15-06
DEBTOR: Xxxx Xxxxxxxx Transportation, Inc.
CONTRACT DATE: May 23, 2003
PACCAR DIRECT LOAN CROSS-DEFAULT
FINANCIAL AND CROSS COLLATERAL AGREEMENT
TO: PACCAR Financial Corp.
You have made one or more direct loans to us (herein designated "Accounts") for
the purpose of our buying, or refinancing already purchased, equipment and/or
inventory (herein designated "Collateral"). The Accounts create security
interests in the Collateral.
In order to induce you to extend our time of payment on one or more Accounts
and/or to make additional loans to us and/or to lease Collateral to us and/or to
purchase additional Accounts, and in consideration of you so doing, and for
other good and valuable consideration, the receipt and sufficiency of which we
hereby acknowledge, we agree as follows:
(1) All presently existing and hereafter acquired Collateral (the
description of which is incorporated herein by reference) in which you
have or shall have a security interest shall secure the payment and
performance of all of our liabilities and obligations to you of every
kind and character, whether joint or several, direct or indirect,
absolute or contingent, due or to become due, and whether under
presently existing or hereafter created Accounts or agreements or
otherwise (herein individually and collectively designated
"Obligations").
(2) We further agree that your security interest in the Collateral covered
by any Account now held or hereafter acquired by you shall not be
terminated in whole or part until and unless all of our Obligations to
you are fully paid and satisfied and the terms of every Account now
owned or hereafter acquired by you have been fully performed by us. It
is further agreed that you are to retain your security interest in all
Collateral covered by all Accounts now owned or hereafter acquired by
you, as security for payment and performance under every Account,
notwithstanding the fact that one or more of such Accounts have been
or may become fully paid.
(3) A default under any Account or other agreement between us shall be
deemed to be a default under all other Accounts and agreements.
(4) Upon our default, any and all Accounts and agreements shall, at your
option, become immediately due and payable without notice or demand to
us or any other party obligated thereon, and you shall have and may
exercise any and all rights and remedies of a secured party under the
Uniform Commercial Code as enacted in the applicable jurisdiction(s)
and as otherwise granted or accorded to you under any Account, other
agreement, rule of law, judicial decision or statute. We hereby waive,
to the maximum extent permitted by law, notices of default, notices of
repossession and sale or other disposition of collateral, and all other
notices, and in the event any such notice cannot be waived, we agree
that if such notice is mailed to us postage prepaid at the address
shown below at least ten (10) days prior to the exercise by you of any
of your rights or remedies, such notice shall be deemed to be
reasonable and shall fully satisfy any requirement for giving notice.
(5) All rights and remedies granted to you hereunder shall be cumulative
and not alternative, shall be in addition to, and shall in no manner
impair or affect, your rights and remedies under any existing Account,
agreement, statute, judicial decision or rule of law.
This instrument is intended to create cross-default and cross-security between
and among all Accounts now owned or hereafter acquired by you.
This agreement may not be varied or altered nor its provisions waived except by
our duly executed written agreement. This agreement shall inure to the benefit
of your successors and assigns and shall be binding upon our heirs,
administrators, executors, legal representatives, successors and assigns.
IN WITNESS WHEREOF, we have executed this Agreement this twenty-third day of
May, 2003.
DEBTOR:
XXXX XXXXXXXX TRANSPORTATION, INC.
ADDRESS: 0000 Xxxxxxx 00
XXXX, XXXXX ZIP: Xxxxxxx, Xxxxxxx 00000
BY: /s/ Xxxxxxx Xxxxxx
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NAME: Xxxxxxx Xxxxxx
TITLE: CFO
