1
GT-19-00-410 (5/95)
Trailer
EXHIBIT 10.17
COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT
BORROWER(S): Biker's Dream Inc. 0000 Xxxxxxx Xxx, Xxxxx Xxx XX 00000
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(Print full name) (No. Street) (City - State - Zip)
CREDITOR: Green Tree Financial Servicing Corporation, 000 Xx. Xxxxx Xx. Xx. Xxxx XX 00000
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(Name of Financial Institution) (No. Street) (City - State - Zip)
Loan. The above Borrower(s), meaning all Borrower(s) jointly and severally
("Borrower(s)"), promise to pay Creditor the loan Principal Balance of
$303,555.00, plus accrued interest at 10.75% per annum calculated according to
the actuarial method, under the terms and provisions of this agreement, which
obligation is secured by the following described commercial use property with
all present and future attachments, accessories, replacement parts, repairs,
additions, and all proceeds thereof (herein referred to as "Collateral").
DESCRIPTION OF PROPERTY PURCHASED
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Year Make/Model Identification No. License No./Year Other Description
(GVW, new or used)
1996 Champion/53 IC9SC5339T1048124
Collateral Will Be Kept At 0000 Xxxxxxx Xxx, Xxxxx Xxx XX 00000
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(Address) (County) (State)
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My payment schedule will be:
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Number of Payments Amount of Payments When Payments Are Due
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72 $5,739.09 Monthly beginning 3/15/96
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ITEMIZATION OF THE LOAN PRINCIPAL BALANCE
1. Amount Paid on My Behalf (including taxes of) $ ............. $303,555.00
2. Amounts Paid to Others on My Behalf ....................................
a. Paid to Public Officials .......................................... +$
b. Paid to Insurance Companies ....................................... +$
c. Other ............................................................. +$
3. Principal Balance (1+2a-c) ............................................. $303,555.00
4. Finance Charge ......................................................... $109,659.48
5. Total of Payments (3+4) ................................................ $413,214.48
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INSURANCE COVERAGE
LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE
CAUSED TO OTHERS IS NOT INCLUDED IN THIS AGREEMENT.
PHYSICAL DAMAGE INSURANCE COVERING THE COLLATERAL IS REQUIRED. Borrower has the
option of furnishing the required insurance through an agent or broker of
Borrower's choice.
Page 1 of 4
2
Check One: _____ Borrower requests and authorizes Creditor to obtain the
insurance coverage checked below on the Collateral for
____ months from the date of this agreement, and for the
premium of $___________
Deductible: _____ $_______________ Deductible Fire, Theft, Combined
Additional Coverage, and $_______ Collision; or
_____ $_______________ Deductible Comprehensive and
$_______________ Deductible Collision.
_____ Buyer has obtained the required coverages through:
____________________________________
(Name of Insurance Company)
_____________________________ _____________________________
(Agent's Name) (Agent's Address)
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CREDIT INSURANCE, if included, is not a factor in the approval of credit, is
not required by the Creditor and is for the term of the credit only.
Check One: _____ Credit Life: Premium: $ ________________
_____ Credit Disability: Premium: $ ________________
_____ Joint Credit Life: Premium: $ ________________
_____ Joint Credit Disability: Premium: $ ________________
I want the Credit Insurance specified above:
BORROWER: ___________________________________________ __________________
(Borrower: Each Borrower insured must sign) (Date)
___________________________________________ __________________
(Borrower: Each Borrower insured must sign) (Date)
PAYMENTS: Borrowers promises to pay Creditor the amount shown as PRINCIPAL
BALANCE on page 1 according to the PAYMENT SCHEDULE on page 1.
SECURITY INTEREST: To secure payment of the TOTAL OF PAYMENTS, Creditor retains
title to and a security interest in the Collateral regardless of any retaking
and redelivery of the Collateral to Borrowers. Borrowers also assign directly
to Creditor any interest Borrowers may have in insurance premium refunds or
proceeds. Borrowers agree to execute any application for certificate of title,
financing statement or other documents necessary to perfect Creditor's security
interest in the Collateral.
CROSS SECURITY: Borrowers grants to Creditor a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Borrowers to Creditor, or to any
assignee of Creditor, now existing or hereafter arising, whether under this
agreement or any other agreement and whether due directly or by assignment.
DISCLAIMER: There are no warranties other than those made by the manufacturer
of the Collateral. LENDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, AS TO THE QUALITY, WORKMANSHIP, DESIGN, MERCHANTABILITY, SUITABILITY,
OR FITNESS OF THE COLLATERAL FOR ANY PARTICULAR PURPOSE, OR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, unless such
warranties are in writing and signed by Creditor. Creditor shall not under any
circumstances be liable for loss of anticipatory profits or consequential
damages of any kind.
PREPAYMENT: Borrowers have the right to prepay all or part of the unpaid
balance of this loan without any penalty. Borrowers understand that any
prepayment in an amount less than $25.00 will be considered a prepayment of the
"Finance Charge" and applied to the next monthly payment due. Any prepayment
in an amount of $25.00 or more will be applied as a prepayment of the "Amount
Financed" at the next scheduled payment date. If Borrowers prepay this Loan in
full, Creditor will give Borrowers a refund of part of the Finance Charge. Any
prepaid finance charge will not be included to figure this refund. The refund
will be figured by the actuarial method, except that Creditor will assume
Borrowers made all payments on the due date. Borrowers will not get a refund if
the amount is less than $1.00.
LATE CHARGES: In the event Borrower's payment is more than ten (10) days late,
Borrowers will be charged 5.00% of the amount due or $5.00, whichever is
GREATER or no more than the legally permissible amount of late charges.
ADDITIONAL COVENANTS AND ORAL AGREEMENT. Borrowers and Creditor agree that the
"Statement of Additional Covenants" set forth below constitutes a part of this
Agreement. No oral agreement, guaranty, promise, representation or warranty
shall be binding on Creditor.
DATED February 14, 1996
Page 2 of 4
3
The Borrowers hereby acknowledges receipt of a copy of this Contract.
Borrowers X Bikers Dream Inc. X [SIG]
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Borrowers X Its: CEO/President
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(If corporation, authorized officer
must sign and show corporate title.
If partnership, a general partner
must sign. If officer(s) or
partner, show which.)
Borrowers X
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GUARANTY: I guarantee that all amounts owed under this Agreement will be paid
when due. I will still be obligated even if any of the Borrowers are released
or if you waive (give up) or delay enforcement of any of your rights under this
Agreement. You do not have to give me notice of any such waiver, delay or
release. I also have to pay your attorney's fees and other court costs of
enforcing this guarantee.
X [SIG]
...............................................................................
(Signature of Guarantor) (Address)
X
...............................................................................
(Signature of Guarantor) (Address)
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STATEMENT OF ADDITIONAL COVENANTS
BORROWER'S COVENANTS: A. Borrowers warrant and agree that (a) the Collateral
was delivered to and accepted by them in satisfactory condition; (b) the
Collateral is free from and will be kept free from all liens, claims, security
interests and encumbrances except for the security interest granted herein; (c)
Borrowers will not without Creditor's prior written consent, sell, rent, lend,
encumber, pledge, transfer, secrete or otherwise dispose of any of the
Collateral, nor will Borrowers permit any such act; (d) the Collateral will be
maintained in good operating condition, repair and appearance, and will be used
and operated with care, only by qualified personnel in the regular course of
Borrower's business and in conformity with all applicable governmental laws and
regulations; (e) the Creditor may inspect the Collateral at all reasonable
times, and the Collateral will be kept by Borrowers at the location set forth
for it on the face hereof and will not be removed from said location without
the prior written consent of Creditor, except that an item of Collateral which
is mobile and of a type normally used at more than one location may be used by
Borrowers away from said location in the regular course of Borrower's business.
In any event upon Creditor's request, Borrowers will provide in writing the
current location of the Collateral to the Creditor; (f) Borrower covenants that
the Collateral will at all times be used solely for business purposes.
B. Borrowers agrees, at its own cost and expense to do everything necessary or
expedient to perfect and preserve the security interest of Creditor obtained
hereunder; to defend any action, proceeding or claim affecting the Collateral;
to pay all expenses incurred by Creditor in enforcing its rights after the
occurrence of an event of default hereunder, including the reasonable fees of
any attorneys retained by Creditor and to pay promptly all taxes, assessments,
license fees and other public or private charges when levied or assessed
against the Collateral this agreement or any accompanying note.
C. Borrowers shall at all times bear all risk of loss of damage to or
destruction of the Collateral. Borrowers agrees to procure forthwith and
maintain insurance on the Collateral for the greater of the actual cash value or
loan balance during the life of this Agreement, in the form of fire insurance
with combined additional coverage and collision, theft and/or vandalism and
malicious mischief coverage when appropriate, plus such other insurance as
Creditor may specify from time to time, all in form and amount and with insurers
satisfactory to Creditor. Borrowers agrees to deliver promptly to Creditor
certificates or, if requested, policies of insurance satisfactory to Creditor,
each with a standard long-form loss-payable endorsement naming Creditor and
assigns as loss-payee as their interests may appear. Each policy shall provide
that Creditor's interest therein will not be invalidated by the acts, omissions
or neglect of anyone other than Creditor, and will contain insurer's agreements
to give 30 days prior written notice to Creditor before cancellation of or any
material change in the policy will be effective as to Creditor, whether such
cancellation or change is at the direction of Borrowers or insurer. Creditor's
acceptance of policies in lesser amounts or risks will not be a waiver of
Borrower's foregoing obligation. Borrowers assigns to Creditor all proceeds of
such insurance, including returned and unearned premiums up to the amount owing
hereunder by Borrowers. Borrowers directs all insurers to pay such proceeds
directly to Creditor. Borrowers authorizes Creditor to endorse Borrower's name
to all insurance remittances without the joinder of Borrowers.
D. If permitted by law, Borrowers agrees that a carbon, photographic or other
reproduction of this agreement or of a financing statement may be filed as a
financing statement.
E. If Borrowers fails to perform any of their obligations hereunder, Creditor
may perform the same, but shall not be obligated to do so, for the account of
Borrowers to protect the interest of Creditor or Borrowers or both, at
Creditor's option, and Borrowers shall immediately repay to Creditor any
amounts paid by Creditor in such performance, together with interest thereof at
the same rate as is set forth on the face hereof as payable upon acceleration.
DEFAULT: Time is of the essence. An event of default shall occur if; (a)
Borrowers fails to pay when due any amount owed by it to Creditor or to any
affiliate of Creditor, whether hereunder or under any other instrument or
agreement; (b) Borrowers fails to perform or observe any other term or
provision to be performed or observed by it hereunder or under any other
instrument or agreement, furnished by Borrowers to Creditor or to any affiliate
of Creditor or otherwise acquired by Creditor or any affiliate of Creditor; (c)
Borrowers becomes insolvent or ceases to do business as a going concern; (d)
any of the Collateral is lost or destroyed; (e) Borrowers makes an assignment
for the benefit of creditors or takes advantage of any law for the relief of
debtors; (f) a petition in bankruptcy or for an arrangement, reorganization, or
similar relief is filed by or against Borrowers; (g) any property of Borrowers
is attached, or a trustee or receiver is appointed for Borrowers or for a
substantial part of Borrower's property, or Borrowers applies for such
appointment; or (h) Creditor in good faith believes that the prospect
4
GT-19-00-410 (5/95)
of payment or performance hereunder is impaired or insecure.
Upon the occurrence of an event of default, and at any time thereafter as long
as the default continues, Creditor may, at its option, with or without notice
to Borrowers (i) declare this agreement to be in default, whereupon the
indebtedness specifically described herein will become immediately due and
payable, (ii) declare all other debts then owing by Borrowers to Creditor to be
immediately due and payable, (iii) cancel any insurance and credit any refund to
the indebtedness, and (iv) exercise all of the rights and remedies of a secured
party under the Uniform Commercial Code and any other applicable laws,
including the right to require Borrowers to assemble the Collateral and deliver
it to Creditor at a place to be designated by Creditor which is reasonably
convenient to both parties. Any property other than Collateral which is in or
upon the Collateral at the time of repossession may be taken and held without
liability until its return is requested by Borrowers. Unless otherwise provided
by law, any requirement of reasonable notice which Creditor may be obligated to
give regarding the sale or other disposition of Collateral will be met if such
notice is mailed to Borrowers at its address shown herein at least ten days
before the time of sale or other disposition. Creditor may buy at any sale and
become the owner of the Collateral. Borrowers agrees that Creditor may bring
any legal proceedings it deems necessary to enforce the payment and performance
of Borrower's obligations hereunder in any court in the state shown in
Creditor's address set forth herein, and service of its address shown herein.
The inclusion of a trade name or division name in the identification of
Borrowers hereunder shall not limit Creditor's right, after the occurrence of
an event of default, to proceed against all of Borrower's assets, including
those held or used by Borrowers individually or under another trade or division
name. Expenses of retaking, holding, preparing for sale, selling and the like
shall include (a) the reasonable fees of any attorneys retained by Creditor, and
(b) all other legal expenses incurred by Creditor. Borrowers agrees that it is
liable for and will promptly pay any deficiency resulting from any disposition
of Collateral after default.
WAIVER. Waiver of any default shall not be a waiver of any other default; all
of Creditor's rights are cumulative and not alternative. No waiver or change in
this agreement or in any related note shall bind Creditor unless in writing
signed by one of its officers. The term "Creditor" shall include any assignee
of Creditor who is the holder of this agreement. Any provisions hereof contrary
to, prohibited by or invalid under applicable laws or regulations shall be
inapplicable and deemed omitted herefrom, but shall not invalidate the
remaining provisions hereof. Borrowers waives all exemptions to the extent
permitted by law. Creditor may correct patent errors herein. All of the terms
and provisions of this agreement shall apply to and be binding upon Borrowers,
its heirs, personal representatives, successors and assigns and shall inure to
the benefit of Creditor, its successors and assigns. The Agreement shall be
interpreted under the law of Borrower's principal offices.
ARBITRATION: All disputes, claims or controversies arising from or relating to
this Loan or the relationships which result from this Contract, or the validity
of this arbitration clause or the entire Contract, shall be resolved by binding
arbitration by one arbitrator selected by Creditor with consent of Borrowers.
This arbitration agreement is made pursuant to this transaction in interstate
commerce, and shall be governed by the Federal Arbitration Act at 9 U.S.C.
Section 1, Judgment upon the award rendered may be entered in any court having
jurisdiction. The parties agree and understand that they choose arbitration
instead of litigation to resolve disputes. The parties understand that they
have a right or opportunity to litigate disputes through a court, but that they
prefer to resolve their disputes through arbitration, except as provided
herein. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A
JURY TRIAL EITHER PURSUANT TO ARBITRATION UNDER THIS CLAUSE OR PURSUANT TO A
COURT ACTION BY CREDITOR (AS PROVIDED HEREIN). The parties agree and understand
that all disputes arising under case law, statutory law and all other laws
including, but not limited to, all contract, tort and property disputes will be
subject to binding arbitration in accord with this Agreement. The parties agree
and understand that the arbitrator shall have all powers provided by the law
and this Agreement. These powers shall include all legal and equitable remedies
including, but not limited to, money damages, declaratory relief and injunctive
relief. Notwithstanding anything hereunto the contrary, Creditor retains an
option to use judicial or non-judicial relief to enforce a security agreement
relating to the Collateral secured in a transaction underlying this arbitration
agreement, to enforce the monetary obligation secured by the Collateral or to
foreclose on the Collateral. Such judicial relief would take the form of a
lawsuit. The institution and maintenance of an action for judicial relief in a
court to repossess any Collateral, to obtain a monetary judgment or to enforce
the security agreement shall constitute a waiver of the right of any party to
compel arbitration regarding any other dispute or remedy subject to arbitration
in this Agreement, including the filing of a counterclaim in a suit brought by
Creditor pursuant to this provision.
The debtor's rights and interests in the Reserve Account and Total Reserve
Credit under the Reserve Addendum to Dealer Agreement between the debtors and
the secured party dated February 28, 1994.
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Dated 12-14-96
Page 4 of 4
5
INDIVIDUAL GUARANTY
TO: Green Tree Financial Corporation or its subsidiary (hereinafter "Green
Tree")
RE: Biker's Dream, Inc (hereinafter "Buyer(s)")
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To induce Green Tree to provide financing as set forth in the
Promissory note and Security Agreement ("Contract") dated February 14, 1996
(the "Contract"), between Green Tree Financial Servicing Corporation, as
Creditor, and Biker's Dream, Inc., as Buyer(s), I the undersigned Guarantor(s),
hereby guarantee to Green Tree performance of all debts or obligations of which
the Buyer owes Green Tree under the Contract.
Each Guarantor agrees that should the Buyer breach any or all terms and
conditions contained in the Contract, all duties and obligations of the Buyer
for said breach shall apply to the Guarantor.
The liability of each Guarantor hereunder is direct and unconditional
in the case of a breach by the Buyer and may be enforced without requiring
Green Tree first to resort to any right, remedy or security. Nothing shall
discharge or satisfy the liability of the Guarantor hereunder except the full
payment and performance of all of Buyer's debts and obligations to Green Tree.
Each Guarantor agrees that none of the Guarantors can avail
himself/herself of any defense whatsoever which Buyer may have against Green
Tree other than the payment of the debts or obligations. Each Guarantor hereby
for himself/herself, his/her heirs, executors and personal representatives
waives all defenses given to sureties or guarantors at law or in equity other
than the payment of said Contract.
Notice of acceptance of this Guaranty, of any adverse change in Buyer's
financial condition or of any other fact which might materially increase the
Guarantor's risk is hereby waived. The extension of time of payment,
performance of agreements or obligations or any other indulgence may be granted
to Buyer without notice to Guarantor, and all settlements and compromises made
in good faith with Buyer shall be binding upon each Guarantor. EACH GUARANTOR
HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR BASED UPON THIS GUARANTY.
In the event of default in the performance of this Guaranty, the
Guarantor agrees to pay all reasonable court costs, attorneys' fees and other
expenses paid or incurred by Green Tree in the enforcement hereof.
This Guaranty constitutes the entire agreement and no waivers or
modifications shall be valid unless in writing and signed by Green Tree and the
Guarantor.
This Guaranty shall be binding upon the heirs, executors,
administrators, successors and assigns of each of the undersigned and shall
inure to the benefit of Green Tree's successors and assigns.
Dated: February 14, 1996
(1) Xxxxxx Xxxxxxxx (2)
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(Guarantor's Name - printed or typed) (Guarantor's Name - printed or typed)
/s/ XXXXXX XXXXXXXX
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(Guarantor's Signature) (Guarantor's Signature)
6
LOAN PROCEEDS AUTHORIZATION
Feb. 14, 1996
----------------------
(Date)
Green Tree Financial Servicing Corporation
or its affiliates ("Green Tree")
Truck/Trailer Group
500 Landmark Towers
000 Xx. Xxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
Re: Commercial Promissory Note and Security Agreement dated Feb. 14, 1996
between Biker's Dream Inc. (Borrower(s)) and Green Tree (Creditor) regarding the
following described collateral:
Champion 53 VIN # 0X0XX0000X0000000
Gentlemen:
You are hereby irrevocably instructed to disburse from the proceeds of the loan
evidenced by the above referenced promissory note the respective amounts to the
respective payee designated below:
Amount Payee (name and address)
------ ------------------------
$ 110,000.00 Bikers Dream Inc.
--------------------------------
0000 Xxxxxxx Xxx
--------------------------------
Xxxxx Xxx, XX 00000
--------------------------------
$ 193,555.00 Champion Trailer, Inc.
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0000 Xxxx Xxx 000
--------------------------------
Xxxxxxxxxx, Xxxxx 00000
--------------------------------
$
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--------------------------------
--------------------------------
$
----------- --------------------------------
--------------------------------
--------------------------------
In making the above disbursements or any other disbursements you make pursuant
to the terms of the above referenced loan, you may use checks, drafts, orders,
transfer funds, wire transfer, or any other method or media you deem desirable.
Further, you may make such disbursements in your name and on our behalf, or in
our name.
Disbursement by you in accordance with the foregoing instructions shall be and
constitute payment and delivery to and receipt by us of any and all of such
proceeds.
Very truly yours,
Biker's Dream Inc.
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(Name of Debtor)
By [SIG] Title President/CEO
-------------------------------- --------------------
(If Corporation or Partnership)
7
FORM OF GUARANTOR'S RESOLUTIONS
SECRETARY'S CERTIFICATE
I, Xxxxxxx X. Xxxx, Xx., the duly elected and qualified Secretary of
Biker's Dream, Inc. a California corporation (the "Corporation"), hereby
certify that set forth below is a true and complete copy of certain resolutions
duly adopted by the Board of Directors of the Corporation, at a meeting duly
held on December 7, 1995 at which a quorum was present and acting throughout,
and such resolutions have not been amended or rescinded, are in full force and
effect on the date hereof, and are the only resolutions adopted by said Board
which relate to the matters referred to therein:
RESOLVED, that the form, terms and provisions of a proposed Guaranty
(the "Guaranty") to be made and given by this Corporation to Green Tree
Financial Servicing Corporation or its assignee or designee (collectively -
"Creditor") in order to induce Creditor to finance certain Truck or Trailer on
behalf of Biker's Dream Inc., a California corporation ("Obligor"), pursuant to
the (proposed) Security Agreement/Conditional Sale Agreement and/or Note
between Obligor and Creditor, all as submitted to this meeting and filed with
the records of this Corporation, be, and the same hereby are, approved in all
respects; and that the President (officer) and Sr. Vice President (officer) of
this Corporation or any one of them be, and each such officer hereby is,
authorized and directed to execute and deliver to Creditor the Guaranty,
substantially in the form presented to this meeting, together with such
changes, additions and modifications as may be approved by any such officer,
such approval to be conclusively evidenced by an authorized officer's execution
of the Guaranty; and
RESOLVED, that the officers of this Corporation be, and each any such
officer hereby is, authorized and directed to execute and deliver all documents
and to take or cause to be taken all other action, in the name and on behalf of
this Corporation, as may be required by Creditor or otherwise deemed by such
officers or any of them necessary or desirable to fully effectuate the purposes
and intent of, and consummate the transactions authorized by, the foregoing
resolution and to comply with the terms and provisions of the Guaranty and, if
required, the terms and provisions of the Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name this 14 day of
February, 1996.
/s/ XXXXXXX X. XXXX XX.
-----------------------------------
Secretary's Name
Xxxxxxx X. Xxxx, Xx.
-----------------------------------
Secretary's Name
8
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Buyer or Borrower:
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I, the undersigned Secretary or Assistant Secretary of ________________________
(the "Corporation"), HEREBY CERTIFY that the Corporation is organized and
existing under and by virtue of the laws of the State of California.
I FURTHER CERTIFY that at a meeting of the Directors of the Corporation (or by
other duly authorized corporate action in lieu of a meeting), duly called and
held on December 7, 1995, at which a quorum was present and voting, the
following resolutions were adopted:
BE IT RESOLVED, that any one (1) of the following named officers, employees, or
agents of this Corporation, whose actual signature is shown below:
NAME POSITION ACTUAL SIGNATURE
---- -------- ----------------
Xxxxxx X. Xxxxxxxx Chief Executive Officer [SIG]
----------------------- ----------------------- -----------------------
----------------------- ----------------------- -----------------------
----------------------- ----------------------- -----------------------
acting for and on behalf of this Corporation and as its act and deed be, and he
or she hereby is, authorized and empowered:
BORROW MONEY. To borrow from time to time from Seller/Assignee or
Lender, on such terms as may be agreed upon between the officer, employee, or
agent and Seller/Assignee or Lender, such sum or sums of money as in his or her
judgment should be borrowed.
EXECUTE NOTES. To execute and deliver to Seller/Assignee or Lender the
commercial installment contract(s) ("Contracts") and security agreement(s) or
promissory note(s) of the Corporation, on Seller/Assignee or Lender's forms, at
such rates of interest and on such terms as may be agreed upon, evidencing the
sums of money so borrowed or any indebtedness of the Corporation to
Seller/Assignee or Lender, and also to execute and deliver to Seller/Assignee
or Lender one or more renewals, extensions, modifications, refinancing,
consolidations, or substitutions for one or more of the Contracts or notes, or
any portion of the Contracts or notes.
GRANT SECURITY. To mortgage, pledge, hypothecate, or otherwise encumber
and deliver to Seller/Assignee or Lender, as security for the payment of any
loan so obtained, any commercial installment contract(s) and security
agreement(s) or promissory note(s) so executed, or any other or further
indebtedness of the Corporation to Seller/Assignee or Lender at any time owing,
however the same may be evidenced, any property now or hereafter belonging to
the Corporation or in which the Corporation now or hereafter may have an
interest, including without limitation all real property and all personal
property of the Corporation or in which the Corporation now or hereafter may
have an hypothecated, or encumbered at the time such loans are obtained or such
indebtedness is incurred, or at any other time or times, and may be either in
addition to or in lieu of any property theretofore mortgaged, pledged,
hypothecated, or encumbered.
EXECUTE SECURITY DOCUMENTS. To execute and deliver to Seller/Assignee
or Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
agreement, and other security agreements and financing statements which may be
submitted by Seller/Assignee or Lender, and which shall evidence the terms and
conditions under and pursuant to which such liens and encumbrances, or any of
them, are given; and also to execute and deliver to Seller/Assignee or Lender
any other written instruments, any chattel paper, or any other collateral, of
any kind or nature, which he or she may in his or her discretion deem
reasonably necessary or proper in connection with or pertaining to the giving
of the liens and encumbrances.
FURTHER ACTS. To do and perform such other acts and things, to pay any
and all fees and costs, and to execute and deliver such other documents and
agreements, including agreements waiving the right to a trial by jury, as he or
she may in his or her discretion deem reasonably necessary or proper in order
to carry into effect the provisions of these Resolutions.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Seller/Assignee or Lender may rely on these Resolutions until
written notice of their revocation shall have been delivered to and received by
Seller/Assignee or Lender. Any such notice shall not affect any of the
corporation's agreements or commitments in effect at the time notice is given.
I FURTHER CERTIFY that the officer, employee, or agent named above is duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupies the position set opposite the name; that the foregoing Resolutions
now stand of record on the books of the Corporation; and that the Resolutions
are in full force and effect and have not been modified or revoked in any
manner whatsoever.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation on ____________________, 19___ and attest that the signatures set
opposite the names listed above are their genuine signatures.
CERTIFIED TO AND ATTESTED BY:
CORPORATE
SEAL /s/ XXXXXXX X. XXXX XX.
-----------------------------
Secretary
Xxxxxxx X. Xxxx, Xx.
------------------------------
* NOTE: In case the Secretary or other certifying officer is designated by the
foregoing resolutions as one of the signing officers, this certificate should
be signed by a second Officer or Director of the Corporation.
9
This FINANCING STATEMENT is presented for filing and will remain effective,
with certain exceptions, for five years from the date of filing, pursuant to
Section 9403 of the California Uniform Commercial Code.
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1. DEBTOR (LAST NAME FIRST -- IF AN INDIVIDUAL)
Biker's Dream, Inc.
1A. SOCIAL SECURITY OR FEDERAL TAX NO.
00-0000000
1B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
0000 Xxxxxxx Xxx Xxxxx Xxx, XX 00000
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST -- IF AN INDIVIDUAL)
2A. SOCIAL SECURITY OR FEDERAL TAX NO.
2B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
3. DEBTOR'S TRADE NAME OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER
4. SECURED PARTY
NAME Green Tree Financial Servicing Corporation
MAILING ADDRESS 000 Xx. Xxxxx Xx.
XXXX Xx. Xxxx XXXXX XX ZIP CODE 55102
4A. SOCIAL SECURITY NO., FEDERAL TAX NO. OR BANK TRANSIT AND A.B.A. NO.
5. ASSIGNEE OF SECURED PARTY (IF ANY)
NAME
XXXXXXX XXXXXXX
XXXX XXXXX XXX XXXX
0X. SOCIAL SECURITY NO., FEDERAL TAX NO. OR BANK TRANSIT AND A.B.A. NO.
6. This FINANCING STATEMENT covers the following types or items of property
(INCLUDE DESCRIPTION OF REAL PROPERTY ON WHICH LOCATED AND OWNER OF RECORD WHEN
REQUIRED BY INSTRUCTION 4).
The debtor's rights and interests in the Reserve Account and Total
Reserve under the reserve addendum to Dealer Agreement between
the debtors and the secured party dated February 28, 1994
7. CHECK /x/ 7A. / / PRODUCTS OF COLLATERAL
IF APPLICABLE ARE ALSO COVERED
7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH INSTRUCTION 5(A) ITEM:
/ / (1) / / (2) / / (3) / / (4)
8. CHECK /x/
IF APPLICABLE
/ / DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC
SEC. 9015(1)(N)
THIS FINANCING STATEMENT IS EFFECTIVE UNTIL A TERMINATION STATEMENT IS
FILED.
9. SIGNATURE(S) OF DEBTOR(S) DATE:
/s/ Bikers Dream Inc. By 2-14-96
TYPE OR PRINT NAME(S) OF DEBTOR(S)
SIGNATURE(S) OF SECURED PARTY(IES)
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
10. THIS SPACE FOR USE OF FILING OFFICER (DATE, TIME, FILE NUMBER AND FILING
OFFICER)
--------------------------------------------------------------------------------
CODE 1 2 3 4 5 6 7 8 9 0
================================================================================
11. Return Copy to:
NAME Green Tree Financial Servicing Corp
ADDRESS 000 Xx. Xxxxx Xx.
XXXX Xx. Xxxx, XX 00000
STATE
ZIP CODE
================================================================================
(1) FILING OFFICER COPY
FORM UCC-1--_____
Approved by the Secretary of State
10
This FINANCING STATEMENT is presented for filing and will remain effective, with
certain exceptions, for five years from the date of filing, pursuant to Section
9403 of the California Uniform Commercial Code.
--------------------------------------------------------------------------------
1. DEBTOR (LAST NAME FIRST -- IF AN INDIVIDUAL)
Biker's Dream, Inc.
1A. SOCIAL SECURITY OR FEDERAL TAX NO.
00-0000000
1B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
0000 Xxxxxxx Xxx Xxxxx Xxx, XX 00000
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST -- IF AN INDIVIDUAL)
2A. SOCIAL SECURITY OR FEDERAL TAX NO.
2B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
3. DEBTOR'S TRADE NAME OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER
4. SECURED PARTY
NAME Green Tree Financial Servicing Corporation
MAILING ADDRESS 000 Xx. Xxxxx Xx.
XXXX Xx. Xxxx XXXXX XX ZIP CODE 55102
4A. SOCIAL SECURITY NO., FEDERAL TAX NO. OR BANK TRANSIT AND A.B.A. NO.
5. ASSIGNEE OF SECURED PARTY (IF ANY)
NAME
XXXXXXX XXXXXXX
XXXX XXXXX XXX XXXX
0X. SOCIAL SECURITY NO., FEDERAL TAX NO. OR BANK TRANSIT AND A.B.A. NO.
6. This FINANCING STATEMENT covers the following types or items of property
(INCLUDE DESCRIPTION OF REAL PROPERTY ON WHICH LOCATED AND OWNER OF RECORD WHEN
REQUIRED BY INSTRUCTION 4).
The debtor's rights and interests in the Reserve Account and Total
Reserve under the Reserve Addendum to Dealer Agreement between
the debtors and the secured party dated February 28, 1994
7. CHECK /x/ 7A. / / PRODUCTS OF COLLATERAL
IF APPLICABLE ARE ALSO COVERED
7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH INSTRUCTION 5(A) ITEM:
/ / (1) / / (2) / / (3) / / (4)
8. CHECK /x/
IF APPLICABLE
/ / DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC
SEC. 9015(1)(N)
THIS FINANCING STATEMENT IS EFFECTIVE UNTIL A TERMINATION STATEMENT IS
FILED.
9. SIGNATURE(S) OF DEBTOR(S) DATE:
/s/ [SIG] 2-14-96
TYPE OR PRINT NAME(S) OF DEBTOR(S)
SIGNATURE(S) OF SECURED PARTY(IES)
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
10. THIS SPACE FOR USE OF FILING OFFICER (DATE, TIME, FILE NUMBER AND FILING
OFFICER)
--------------------------------------------------------------------------------
CODE 1 2 3 4 5 6 7 8 9 0
================================================================================
11. Return Copy to:
NAME Green Tree Financial Servicing Corp
ADDRESS 000 Xx. Xxxxx Xx.
XXXX Xx. Xxxx, XX 00000
STATE
ZIP CODE
================================================================================
(1) FILING OFFICER COPY
FORM UCC-1--_____
Approved by the Secretary of State
11
000 Xx. Xxxxx Xxxxxx, Xxxxx 000
Xx. Xxxx, XX 00000 Equipment Finance Division
[GREENTREE LOGO) Phone: (000) 000-0000 Truck/Trailer Credit Application
Fax: (000) 000-0000 --------------------------------
----------------------------------
FOR INTERNAL USE - DO NOT COMPLETE
------------------------------------------------------------------------------------------------------------------------------------
Dealer Date Taken Time Rec. Date Approved
CHAMPION TRAILER LEWISVILLE, TX 8/14/95 9:27 10/12/95
------------------------------------------------------------------------------------------------------------------------------------
Sales Person Phone Taken By In Person Fax Mail
XXXXXX XXXX XXXXXXXXX
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APPLICANT INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Full Name Social Security Number Home Phone Birth Date No. of
XXXXXX XXXXXXXX ###-##-#### 000-000-0000 12/8/59 Dependents 0
-----
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Present Street Address City State Zip How long at present address
00000 Xxxxxxxx Xxxx Xxxxxx XX 00000 8 Years 00 Months
----- ------
------------------------------------------------------------------------------------------------------------------------------------
US Citizen Marital Status Own [X] Rent/Mortgage If Owned: Jointly [ ] Value Mortgage Balance
[X] Yes [ ] No S Rent [ ] Payment $1,700.00 Solely [X] $270,000 $223,000
------------------------------------------------------------------------------------------------------------------------------------
Former address (Street, City, State & Zip) How long at former address
00 Years 00 Months
------ ------
------------------------------------------------------------------------------------------------------------------------------------
Employer/Contact Person Business Phone Position or Title Hire Date
BIKERS DREAM INC. 714-835-8464 CEO/PRES. Mo. 90 Yr.
------ ------
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Monthly/or Annual Income Other Income (Describe) * Amount * Alimony, child support or maintenance payment
are optional information and need not be reported
$ .00 $ .00 if the applicant does not choose to rely on such
income in applying for credit.
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Former Employer (if less than 3 years at current) Business Phone Employed From To
00 Mo. 00 Yr. 00 Mo. 00 Yr.
---- ---- ---- ----
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Nearest Relative Not Living With You
Name Address: Phone:
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PERSONAL FINANCIAL OBLIGATIONS AND/OR CREDIT REFERENCES (List all mortgages, auto, boat, truck, trailer, and personal loans)
------------------------------------------------------------------------------------------------------------------------------------
Personal Primary Bank Phone Checking Account No.
COMMERCIAL NATIONAL BANK
------------------------------------------------------------------------------------------------------------------------------------
Amount of Loan
Type of Account --------------- Monthly Person to
Creditor Account Number Current Balance Payment Contact
------------------------------------------------------------------------------------------------------------------------------------
Name (Mortgage)
MBCC
---------------------------------- ------------------- ON CBR
Phone
------------------------------------------------------------------------------------------------------------------------------------
Name (Auto)
MELON BANK
---------------------------------- ------------------- ON CBR
Phone
------------------------------------------------------------------------------------------------------------------------------------
Name (Truck/Trailer)
MELON BANK
---------------------------------- ------------------- ON CBR
Phone
------------------------------------------------------------------------------------------------------------------------------------
Name
---------------------------------- ------------------- XXXXX XXXXXXXX
Phone
------------------------------------------------------------------------------------------------------------------------------------
Name
---------------------------------- ------------------- O
Phone
------------------------------------------------------------------------------------------------------------------------------------
CO-APPLICANT INFORMATION
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CO-APPLICANT Applicant's spouse must complete the section below if the applicant is relying on the spouse's income as a basis for
repayment of the credit, or if the applicant resides in Arizona, California, Hawaii, Idaho, Louisiana, Michigan,
Nebraska, Nevada, New Mexico, Oklahoma, Oregon, Texas or Washington.
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Full Name Social Security Number Home Phone Birth Date
------------------------------------------------------------------------------------------------------------------------------------
Present Street Address City State Zip How long at present address
00000 00 Years 00 Months
---- ----
------------------------------------------------------------------------------------------------------------------------------------
Employer's Name & Address Business Phone Monthly Income Hire Date
$ 00 Mo. 00 Yr.
---- ----
------------------------------------------------------------------------------------------------------------------------------------
Bank Phone Checking Account No.
COMMERCIAL NATIONAL BANK
------------------------------------------------------------------------------------------------------------------------------------
12
BIKERS DREAMELL
-----------------------------------------------------------------------------
Address
0000 XXXXXXX XXX XXXXX XXX XX 00000
-----------------------------------------------------------------------------
Phone Type of Business
000-000-0000 [ ] Corporation [ ] Partnership [X] Proprietorship
-----------------------------------------------------------------------------
Site & Date of Incorporation Federal I.D. Tax No. (E.I.N.)
[illegible] CA
-----------------------------------------------------------------------------
Type of Business or Primary Use of Truck/Trailer:
-------------------------------------------------------------------------------------------------------
BUSINESS FINANCIAL OBLIGATIONS AND/OR CREDIT REFERENCES (List all)
-------------------------------------------------------------------------------------------------------
Creditor Name & Address Phone No. Account Number Current Balance ($) Monthly Payment ($)
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Primary Bank Name: Checking Account No.
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OWNER/OPERATOR INFORMATION
-------------------------------------------------------------------------------------------------------
How Long as Owner/Operator? 1 Operator's License No. & State: Date License Expires:
00
-------------------------------------------------------------------------------------------------------
Purchaser to Drive? IF NO: Driver Name: Driver Social Security No.: Driver Address:
[ ] Yes [X] No XXXXXX XXXXXXXX
-------------------------------------------------------------------------------------------------------
Truck/Trailer to Work For: (Company Name) Company Phone: Contact Name:
TLX 000-000-0000 XXXX
-------------------------------------------------------------------------------------------------------
Truck to be Garaged at: (Xxxxxx Xxxxxxx, Xxxx, Xxxxx & Zip)
XX XXX 000X XXXXXXX XX 00000
-------------------------------------------------------------------------------------------------------
TRUCK/TRAILER INFORMATION
----------------------------------------------------------------------------------------------------------------------------------
Year Make Model Serial Number Requested Terms:
[ ] Truck [ ] Trailer [ ] Replacement
[X] New [ ] Used 1996 FREIGHTLINER 53 [X] Additional
----------------------------------------------------------------------------------------------------------------------------------
FIRE, THEFT, CAC AND COLLISION INSURANCE REQUIRED Type of Contract: Contract 1. Selling Price
-------------------------------------------------- Expires:
Green Tree Insurance subsidiary to facilitate [ ] Oral [ ] Written $ 343555.00
the placing of insurance? --------------------------------- ----------
[ ] Yes [ ] No DESCRIPTION OF TRADE IN 2. Cash Down
--------------------------------- $ 40000.00
Premium $ Terms: 12 Months Year: Model: ----------
--------- ------
Deductible $ 1000.00 00 3. Trade in
---------- Allowance
------------------------------------------------------------------------------------ $___________
If insured by company other than Green Tree, Make:
please complete below: 4. Payoff on
------------------------------------------------------------------------------------ Trade
Other: $__________
Agent: __________________ Phone _____________
5. Net Trade
(Item 3
Name of Company _____________________________ --------------------------------- less Item 4) $__________
TRUCK USEAGE INCOME
POLICY NUMBER _______________________________ --------------------------------- 6. Total $ Down
Estimated Average Income (Item 5 + 2) $ 40000.00
Coverage to be subject to Mileage Restriction? Per Month: ---------
7. Amount of unpaid
[ ] Yes [ ] No If YES, radius _____________ Expected Cash Price (1-6) $ 303555.00
Revenue Miles ________ Per: ----------
---------------------------------------------
OPTIONAL CREDIT LIFE & DISABILITY INSURANCE [ ] Month [ ] Year 8. Other Permissible
--------------------------------------------- Fees (Filing Fees,
etc.) $__________
Single Credit Life Insurance $______________
Revenue Per Mile $_________ 9. Insurance
Joint Credit Life Insurance $______________ $__________
The term of the insurance is ______ months Projected Month Revenue: $ 8000.00 10. Finance Amount
--------- (Items 7 + 8 + 9) $ 303555.00
Contract Effective Date: ____________ ----------
All of the statements made in this application are true and correct and are
made for the purpose of obtaining credit with Green Tree Financial Corporation.
You are authorized to investigate my credit record, to verify my employment,
income references, and to obtain such other information as you deem necessary.
DATE: Feb 14, 1996 SIGNATURE OF APPLICANT: /s/ XXXXXX XXXXXXXX
---------------------- -------------------------
DATE: SIGNATURE OF CO-APPLICANT:
---------------------- -----------------------
