Exhibit 10.164
LOAN CONTRACT - SECURITY AGREEMENT
----------------------------------------------------------------------------------------------------------------------------------
GOODS PREVIOUSLY CONSTRUCTION DEALER ACCOUNT DEALER PHONE NO. APPLICATION DATE DATE ACCEPTED BY XXXX DEERE CONTRACT NO
SETTLED FOR? ------------ NUMBER CONSTRUCTION & FORESTRY
COMPANY
YES [X] NO [ ] NEW [X] USED [ ] 17-0908 801-262-7441 07DEC01 OFFICE USE ONLY 17-880171959
----------------------------------------------------------------------------------------------------------------------------------
Seller's Name and Address
XXXXX MACHINERY COMPANY 0000 XXXXX 000 XXXX XXXX XXXX XXXX, XX 00000
----------------------------------------------------------------------------------------------------------------------------------
Borrower's (Debtor's) Name (Last Name First) Borrower's (Debtor's) Name (Last Name First )
and Mailing Address (Including County and Zip) and Mailing Address (Including County and Zip)
MEADOW VALLEY CONTRACTORS INC
0000 XXXX XXXXXX XXXXXX
XXXXXXXXXXX, XX 00000
----------------------------------------------------------------------------------------------------------------------------------
Borrower's (Debtor's) Borrower (Debtor) Resides Borrower (Debtor) Agrees to Keep Place of Filing (Town & State)
Phone No. in (County/State) Goods in
000-000-0000 UTAH UT State UTAH, NV, CO, AZ UT-SOS
----------------------------------------------------------------------------------------------------------------------------------
Borrower's Social Security Number Type of Business Name and Title of Signing Officer (If
(First Signer) or Tax Id Number ----------------------------------------------------- Corporation or LLC)
880171959 Proprietor [ ] Partner [ ] Corporation [X] L.L.C. [ ] XXXXXXX X. XXXXXX PRESIDENT
----------------------------------------------------------------------------------------------------------------------------------
APPLICATION AND PROMISSORY NOTE: I hereby apply to Xxxx Deere Construction & Forestry Company (together with is assigns, the
"Lender") for a Loan in the amount of the Principal Balance shown below. The amount of the unpaid balance on line 3 is to be used
to finance the Balance Due on the purchase order executed in connection with the purchase from the Seller of the equipment
described below (the "Goods"). If this Loan Contract is accepted by Lender, I promise to pay to the order of Lender, the Principal
Balance, shown on line 7 below, and finance charges thereon computed on the daily unpaid balance of the Principal Balance and to pay
the installments shown below, with such adjustments in the amount or number of installments as may be necessary to reflect actual
finance charges earned. If more than one person signs this Agreement as "Borrower"), we will be jointly and severally liable for all
amounts due under this Agreement. Except for the Notice to Borrower section, In this Agreement, the words "I", "me" and "my" mean
the persons, whether one or more, who sign it as the "Borrower".
----------------------------------------------------------------------------------------------------------------------------------
Quantity New/Used Manufacturer Model Goods (Equipment) Product Identification No. Delivered Cash Price
----------------------------------------------------------------------------------------------------------------------------------
1 N XXXX DEERE 772-CH Motor Grader w/Cab, Ripper, DW772CH578032 $209,888.00
Front Scrafler, Michelin Tires
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
Quantity Manufacturer Model Description of Trade-In (From Purchase Order) Product Identification No. Amount
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
$0.00
----------------------------------------------------------------------------------------------------------------------------------
CASH DOWN PAYMENT: $16,875.00 TOTAL TRADE-IN $0.00
----------------------------------------------------------------------------------------------------------------------------------
MONTHLY INSTALLMENTS
--------------------------------------------
Number of Amount of First Payment
Payments Each Payment Due Date ITEMIZATION OF AMOUNT FINANCED
--------------------------------------------
36 $6,105.30 1/20/02
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Sales Tax Paid to Government Agencies $11,778.42
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Cash Price (Including Tax) 1 $221,666.42
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Total Down Payment, Sum of Trade-In and Cash Down Payment 2 $16,875.00
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Unpaid Balance of Cash Price (Paid to Seller) 3 $204,791.42
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Official Fees (Paid to Public Officials) 4 $50.00
----------------------------------------------------------------------------------------------------------------------------------
0 $0.00 Administrative Fees 5 $400.00
----------------------------------------------------------------------------------------------------------------------------------
Insurance - Credit Life and/or Physical Damage 6 $0.00
----------------------------------------------------------------------------------------------------------------------------------
Payments are due each successive month on Principal Balance (Lines 3, 4, 5 and 6)
the same day of the month as the first The amount of credit provided to Borrower(s) 7 $205,241.42
payment except as follows:
----------------------------------------------------------------------------------------------------------------------------------
Finance Charge (Based on Line 7)
The dollar amount the credit will cost Borrower(s) 8 $14,549.38
----------------------------------------------------------------------------------------------------------------------------------
Total (Lines 7 and 8). (Principal Balance plus Finance Charge) 9 $219,790.80
----------------------------------------------------------------------------------------------------------------------------------
Annual Interest Rate:
DATE FINANCE CHARGE BEGINS: 12/20/01 The cost of the Borrower(s) credit as a yearly rate 4.50%
----------------------------------------------------------------------------------------------------------------------------------
SECURITY AGREEMENT: To secure the indebtedness evidenced by this contract or any other indebtedness owed to you or youaffiliates,
I grant Secured Party a security Interest in the Goods described above (which term includes items, if any, listed as "security" or
additional security") and all parts and accessories now or hereafter incorporated in or on such Goods by way ofaddition, accession
or replacement. Buyer represents that all trade-in property, if any, is free and clear of all security agreements, liens and
encumbrances. I also grant you a Security interest in all proceeds, including insurance proceeds and refund of insurance premiums
financed hereunder. I acknowledge that all security granted on any other Contract between you and me shall also secure the
obligations described in this Contract. You can inspect the Goods at any time. I REPRESENT THAT THE GOODS ARE BEING PURCHASED FOR
A BUSINESS OR COMMERCIAL PURPOSE.
EARLY PAYMENT: I may prepay my obligation in full at any time prior to the original or any extended maturity and will be charged
only for earned Finance Charges.
DELINQUENCY CHARGE; NSF FEES: For each installment not paid when due, I promise to pay Lender a delinquency charge calculated at
the rate of 1.5% per month for the period of the delinquency or, at Lender's option, 5% of such installment provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate allowed by applicable law. I agree to repay immediately
to Lender in the enforcement or administration of its rights under this Agreement, including, without limitation, any amount paid
by Lender to a depository institution because a check, draft or order made or drawn by or for the benefit of me is returned unpaid
for any reason. If any payment is made by a check which is dishonored, I agree to pay Lender a fee of $20 or such lesser amount
specified by applicable law.
STATE LAW APPLYING: THE CONSTRUCTION AND VALIDITY OF THIS AGREEMENT SHALL BE CONTROLLED BY THE LAW OF IOWA, AND THE VALIDITY OF
THE SECURITY INTEREST SHALL BE CONTROLLED BY THE LAW OF THE STATE WHERE THE GOODS ARE TO BE KEPT AND USED.
----------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL PROVISIONS CONCERNING RIGHTS OF THE PARTIES ON REVERSE SIDE ARE A PART OF THIS CONTRACT
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
INSURANCE DISCLOSURES. I may obtain Physical Damage Insurance from anyone I want NO I want Physical Damage
that is acceptable to Lender. If I get this insurance through Lender, I will pay MOS PREMIUM Insurance (sign in this box)
the Premium shown at right. No insurance will be provided unless I sign at the 0 $0.00
right, the premium is shown and Lender accepts the contract.
----------------------------------------------------------------------------------------------------------------------------------
Credit Life Insurance is not required to obtain credit and will not be provided NO I want Credit Life Insurance
unless I sign at the right, the premium is shown and Lender accepts this MOS PREMIUM (sign in this box)
contract. 0 $0.00 Age
----------------------------------------------------------------------------------------------------------------------------------
NOTICE TO BORROWERS: 1. Do not sign this contract before you read it or if it contains blank spaces. 2. You are entitled to an
exact and completely filled in copy of this contract when you sign it. Keep it to protect your rights. 3. Under the law, you may
have the right to redeem the property if repossessed for a default within the time provided by law.
CAUTION: IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT.
I acknowledge receipt of a true copy hereof.
MEADOW VALLEY CONTRACTORS INC. DO NOT WRITE IN SHADED AREA - FOR DEERE CREDIT
SERVICES, INC.
/s/ XXXXXXX X. XXXXXX PRES 12/11/01 USE ONLY
----------------------------------------------------------------- -------- -----------------------------------------------
Borrower's (Debtor's) Signature XXXXXXX X. XXXXXX Title Date Accepted by: XXXX DEERE CONSTRUCITON & FORESTRY
COMPANY (Lender/Secured Party)
----------------------------------------------------------------- -------- At: 0000 XX 00xx Xxxxxx PO Box 6600,
Borrower's (Debtor's) Signature Title Date Xxxxxxxx, Xxxx 00000-0000
-------------------------------------------
----------------------------------------------------------------- -------- By:
Borrower's (Debtor's) Signature Title Date -------------------------------------------
(Authorized Signature) Date
-----------------------------------------------
ADDITIONAL PROVISIONS CONCERNING RIGHTS OF THE PARTIES
APPLICATION OF PAYMENTS AND PROCEEDS: Any money that you get from me as well as
any insurance proceeds, proceeds from the disposition of the Goods following
repossession and returned insurance premiums may be applied, at your choice to
what I owe under this Agreement or to any other debt I owe Secured Party, in
spite of any instructions I may send Secured Party. Also, they may be applied to
finance charges before the unpaid balance of the amount Financed and to late
charges, charges for dishonored checks and past due interest before
installments. If any proceeds from the sale of the Goods or insurance are
applied to the debt, I remain liable to make each periodic payment described in
this contract until it is paid in full. Secured Party can accept payments marked
"paid in full" or with any other restrictive endorsements, without losing any of
Secured Party's rights under this Agreement.
DEFAULT: This contract shall be in default (a) if I fail to pay any installment
when due; (b) if I attempt to sell or encumber any interest in the Goods; (c) if
I institute or have instituted against me proceedings under any bankruptcy or
insolvency law; (d) if I make an assignment for the benefit of creditors; (e) if
I fail to pay taxes levied on the Goods; (f) if any attachment, execution, writ,
or other process is levied against any of my property; (g) if I fail at any time
to keep the Goods properly insured as described below; (h) if I remove the
Goods, without prior written notice to Lender, from the location in which I have
agreed to keep them; (i) if I fail to maintain the Goods in good condition and
repair or permit its value to be impaired; (j) if I permit the Goods to be used
in violation of any law, regulation or policy of insurance; (k) if any
representation, warranty or statement is made to Lender in connection with this
agreement which is false in any material respect when made; (l) if any legal
entity such as a partnership, limited liability company or corporation) that has
agreed to pay this agreement ceases to do business, dissolves, liquidates its
assets or terminates or fails to maintain its legal existence; (m) if I fail to
comply with any other provision of this contract; or (n) if for any reason
Lender deems the debt or security unsafe. In any such event Lender may take
possession of any Goods in which Lender has a Security Interest and exercise any
other remedies provided by law. In such event I agree, upon demand, to assemble
the Goods at a location within UT, NV, CO, AZ, designated by Lender, and Lender
may immediately and without notice declare the entire balance of this contract
due and payable. In addition, to the extent permitted by law, Lender may collect
all reasonable expenses, including allocated internal costs and attorney's fees,
incurred in realizing on the security interest granted hereunder, or otherwise
enforcing the terms of this contract. If I reside in Texas, I agree that any
remaining amounts due under this contract after any default by me shall be
payable to Lender or its order at Dallas County, Texas.
If Secured Party takes possession of the Goods after I default, it shall be
commercially reasonable for Secured Party to sell the Goods at a private sale
(i) at wholesale to a dealer in used goods of like kind, (ii) at retail to a
purchaser directly or through a dealer in such used goods; or (iii) to Xxxx
Deere Construction Dealers through any on-line or in person auction. I
acknowledge that you may, instead of selling the security, lease or rent the
security and such action shall be commercially reasonable so long as you apply
the proceeds of such lease or rental to the indebtedness either as such payments
are received, or based upon a present value of the scheduled payment. The
enumeration of the methods described in this paragraph area without limitation
to Secured Party's right to dispose of the Goods by any other manner or method,
whether by sale, lease or otherwise, in a commercially reasonable fashion. You
also have the right to take possession of the Goods or to render Goods unusable.
You may also cancel any insurance on the Goods, and to the extent allowed by
law, apply any premium refunds to any debt I owe you. Waiver of any breach or
Default shall not constitute a waiver of any other or subsequent default.
RISK OF LOSS AND OTHER AGREEMENTS. I hold the Goods at my risk and expense with
no abatement in any obligation on account of loss or damage. I will settle all
claims of any kind against the seller of the Goods directly with the seller and
I will not use any such claim as a defense, setoff or counterclaim against any
effort by Lender to enforce this Contract. I agree that a financing statement
which describes either the security contained in this Contract or a financing
statement which references all equipment currently or in the future financed by
Secured Party or its assigns, may be filed in the appropriate government office
without my signature. I agree that I will notify you whenever I change my state
of location, as such term is used in Section 9-307 of the Uniform Code, as
amended. Each person who signs this Agreement agrees that any carbon signature,
facsimile signature or electronic signature shall constitute an original
signature within the meaning of applicable law, for all purposes, including the
filing of financing statements. Lender may correct patent or clerical errors in
the Agreement, or any purchase order or financing statement executed in
connection with the transactions contemplated in this Agreement. Any provision
of this Agreement prohibited by law shall be ineffective and deemed deleted to
the extent of such prohibition and shall not invalidate any other provision
hereof.
INSURANCE: I agree that (except to the extent of this contract is for service
work) I will at all times keep the Goods insured against all risk of loss,
damage or destruction, for their full insurable value, with Lender listed as
loss payee. I may choose the person through whom I obtain the insurance but the
insurance must be acceptable to Lender. Such insurance will provide that it may
not be canceled by me without Lender's consent and may not be canceled by the
insurance company without at least ten (10) days written notice to Lender. I
will provide Lender with evidence of the paid-up insurance on the Goods within
fifteen (15) days of the date of this contract and at least thirty (30) days
before the renewal date. If I fail to provide evidence of the insurance within
the time periods specified in the preceding sentence, then I will reimburse
Lender for the cost of any insurance Lender purchased until the date such
evidence is provided by me. If I fail to keep the goods properly insured, Lender
may, but is under no obligation to, buy insurance to protect the Goods and add
the cost to my debt to Lender, and I promise to pay additional cost upon
Lender's demand. To the fullest extent permitted by law, I will pay Lender a
reasonable administrative fee for obtaining and canceling such insurance.
I may meet this insurance requirement by having Lender purchase such insurance.
Inclusion of any amount of Physical Damage Insurance in the Insurance Disclosure
box on the front of this contract will be election to do this, but such
insurance will only be purchased if Lender accepts this Agreement. Such
insurance will cover only the fair market value of the Goods at the time of the
loss. If the term of such insurance is less than the term of this Agreement, I
will, upon termination of such insurance, purchase insurance to fulfill by
obligation to insure hereunder.
