SECURITY AGREEMENT AND PROMISSORY NOTE
This Agreement made and entered into on May 24, 2005, by and between:
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Debtor: BESTWAY COACH EXPRESS INC. Company: Caterpillar Financial Services Corporation
0 XXXX XXXXXX 0000 Xxxx Xxx Xxxxxx
XXXXX 000
XXX XXXX XX 00000 Xxxxxxxxx, Xxxxxxxxx 00000-0000
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1. Grant of Security Interest. Debtor hereby grants to Company a first priority,
continuing security interest in the property described below, and all
substitutions, replacements, additions and accessions thereto:
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(1) New J4500 MCI MOTORCOACH CAT ENGINES 2M93JMDAX5WO63137
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(1) New J4500 MCI MOTORCOACH CAT ENGINES 2M93JMDA15WO63138
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(1) New J4500 MCI MOTORCOACH CAT ENGINES 2M93JMDA35WO63139
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(herein called the "Equipment"), and all accounts, chattel paper, deposit
accounts, security agreements, instruments, contract rights, policies and
certificates of insurance, documents and general intangibles (including all
monies and credits now due or to become due to Debtor from, and all claims
against, manufacturers, purchasers or other parties) with respect to thereto,
and, whether or not installed thereon, all exchanges, parts, returns and
attachments therefor, whether any of the foregoing is now owned or hereafter
acquired, and all proceeds and products of any of the foregoing including, but
not limited to, proceeds in the form of chattel paper. All of the above shall
hereinafter be called the "Collateral" and are defined pursuant to the
provisions of the Uniform Commercial Code.
Debtor agrees to keep the Equipment, when not in use, at 0 XXXX XX., XXXXX 000
XXX XXXX, XX 00000, NEW YORK, or in such other or additional places as Company
shall have previously approved in writing for the storage or housing of the
Equipment, and the Debtor shall not remove, or permit to be removed, the
Equipment, or any part thereof, from such places of storage or housing provided,
however, the removal of the Equipment therefrom for the purpose of transporting
passengers or property in the ordinary course of Debtor's business, or the
servicing, repairing or temporarily storing the Equipment, and the return
thereto in due course shall not be deemed a violation of this Agreement.
Notwithstanding the foregoing, at no time shall the Equipment be removed from
the United States.
2. Obligations. The security interest hereby granted is to secure the prompt and
unconditional payment and performance when due of all of the following (herein
called the "Indebtedness"): (a) any and all indebtedness owing by Debtor to
Company pursuant hereto and any and all amendments, modifications, restructures,
restatements, renewals and extensions of said indebtedness and (b) all duties,
obligations and liabilities of Debtor to Company hereunder and under all related
agreements. Debtor agrees that the security interest herein granted to Company
shall extend to all of the Collateral for so long as any portion of the
Indebtedness secured hereby remains unpaid or undischarged, whether such
property comprising a part of the Collateral is acquired by Debtor prior to,
contemporaneously with, or subsequent to the date of this Agreement.
3. (A) Promise to Pay. For Value Received, Debtor (jointly and severally, if
more than one) promises to pay to the order of Company, in immediately available
funds at the address of Company set forth above or at such other place as
Company or the holder hereof shall designate in writing, the principal amount of
$1,134,000.00 with interest on the outstanding principal from and including the
date hereof at the per annum rate equal to that set forth below, until paid in
full.
(B) Payment Schedule. Payments of principal and interest shall be made in
accordance with the payment schedule attached hereto and incorporated herein.
All payments received hereunder shall be applied in the manner and order of
priority determined by Cat Financial in its sole discretion. The acceptance of
any payment which is less than payment in full of all amounts due and owing at
such time shall not constitute waiver of Lender's or the holder's right to
receive payment in full of all amounts due and owing at such time or any prior
or subsequent time.
(C) Interest. Interest shall be computed at the per annum rate equal to
8.25%. All interest payable hereunder shall be calculated on the basis of thirty
(30) day months elapsed in a year of three hundred sixty (360) days.
(D) Time. Time is of the essence hereof. If any payment or portion of a
payment or other sum due hereunder is not paid within 10 days from the date such
payment is due, there shall be immediately due and payable from Debtor to
Company a late fee equal to the lesser of 5.00% of the amount of the overdue
payment or portion of a payment or other sum or the highest amount allowed by
law.
(E) Savings. If at any time implementation of any provision of this
Agreement shall raise or be deemed to raise the interest rate per annum
contracted for, charged in or collectible under this Agreement above the lawful
maximum interest rate per annum in effect from time to time in the applicable
jurisdiction, then such interest rate per annum shall be limited to such lawful
maximum interest rate; provided, however, that if the applicable state law is
amended or the law of the United States of America preempts the applicable state
law, so that it becomes lawful for the Company to receive a greater interest
rate per annum than is presently allowed, Debtor agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest rate per annum allowed by
the higher of the amended state law or the law of the United States of America.
If from any circumstance, Company shall ever receive as interest or otherwise an
amount which will exceed the applicable lawful maximum rate, such amount which
would be excessive shall be deemed a mistake and shall be either refunded or
applied to the reduction of any principal owing under this Agreement, as Company
may elect.
(F) Waivers. Debtor hereby waives presentment for payment, demand for
payment, protest, notice of protest, notice of nonpayment, notice of dishonor,
notice of acceleration and notice of intent to accelerate hereunder, and all
other notices in connection with this Agreement, filing of suit and diligence in
collecting any sums due hereunder or otherwise under the Indebtedness or in
enforcing this Agreement.
4. Representations and Warranties. Debtor represents and warrants to Company as
follows: (a) the execution, delivery and performance of this Agreement and of
the Promissory Note and other agreements and documents evidencing the
Indebtedness secured hereby are duly authorized by Debtor, and are not in
conflict with any provision of law, the articles of incorporation or the by-laws
of Debtor, or any other indenture, agreement or undertaking by which Debtor is
bound; (b) this Agreement, the Promissory Note and other agreements or documents
evidencing the Indebtedness secured hereby constitute valid obligations of
Debtor, legally binding upon it and enforceable in accordance with their terms;
(c) all property forming part of the Collateral is now or, at the time it
becomes part of the Collateral shall be, owned by Debtor by good and marketable
title, and shall at all times be and remain free from all liens, claims,
security interests and encumbrances, except for the security interest granted
hereby and any other security interest(s) agreed to in writing by Company, and
Debtor shall defend the Collateral against all claims and demands of all persons
claiming an interest therein; (d) all financial statements and data and any
other information or documentation related to the business or financial
condition of Debtor which have been or may hereafter be furnished to Company to
induce it to advance funds or extend credit to Debtor shall fairly represent the
operations and financial condition of Debtor, as of the date stated therein, and
shall be accurate and correct in all material respects; (e) Debtor is and shall
remain a Corporation registered in the State of New York ("Business Location");
(f) Debtor will not change its form of business organization or Business
Location without prior written notice to Company; and (g) no representation,
warranty, or statement by Debtor contained herein, in the Promissory Note or any
other agreement or document evidencing the Indebtedness secured hereby, or any
certificate or other document furnished or to be furnished by Debtor in
connection with the transaction contemplated hereby, contains or at the time of
delivery shall contain any untrue statement of material fact, or omits, or shall
omit at the time of delivery, to state a material fact required to make such
certificate or other document not misleading. The representations and warranties
specified above are in addition to and not in lieu of any representations and
warranties set forth in the Promissory Note or any other agreement or document
evidencing the Indebtedness secured hereby.
5. Financing Statements, Title Application and Recordation, etc. (a) Except as
otherwise provided in Section 5(b) hereof, prior to delivery of the Equipment
the Debtor shall execute, deliver to Company and, when required, file with the
proper public offices all documents including, without limitation, title
registration applications and financing statement, required or permitted by
applicable law to fully enable Company to perfect the lien and security interest
herein created in favor of Company, and promptly thereafter deliver to Company a
copy of all such documents. Debtor hereby irrevocably appoints Company as
Debtor's Attorney-in-Fact for the signing and filing of such documents and
authorizes Company to delegate these limited powers. (b) Should the law or
procedure of the jurisdiction in which the Debtor is to operate or use the
Equipment require the Debtor or it's agent to physically appear with the
Equipment at the appropriate public office in such jurisdiction to register
ownership of the Equipment, the Debtor shall, not later than ten (10) days after
delivery of the Equipment to the Debtor, (i) present to, execute, and file with
such public office all documents, and otherwise do or cause to be done all
things necessary to accomplish the effective registration of the Equipment and
perfect the lien and security interest created herein in favor of Company
including, without limitation, the recordation of such lien and security
interest on the certificate of title issued by such public office, and (ii)
deliver to Company a copy of all such documents. Debtor agrees and consents that
the original Certificate of Title ("Title") issued for the Equipment shall be
held by Company. In the event Debtor receives an original Title, Debtor shall
immediately forward the original Title to Company. Should the law or procedure
of the jurisdiction in which the Debtor registers the Equipment require that
Debtor present the original Title for annual registration or inspection, Company
shall, upon written request, forward to Debtor the original Title. On or before
five days after completion of the registration or inspection of the Equipment,
Debtor shall return the original Title to Company. Failure to return the
original Title to Company as required within this Section shall be an event of
Default under the terms of Section 10.
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6. Use and Disposition of Collateral; First and Prior Lien. The Collateral shall
remain in Debtor's control and possession at all times. Debtor agrees that it
will not in any way misuse, conceal, pledge, mortgage, encumber or sell, lease,
assign, transfer or otherwise dispose of the Collateral. Debtor further agrees
that it will keep the Collateral free of, and shall defend the Collateral from
and against, all liens, claims, security interests and encumbrances, except for
the security interest granted hereunder and any other security interest(s)
agreed to in writing by Company. Debtor, at its sole expense, shall maintain the
Equipment in good repair and operating condition. The Equipment is and shall
remain personal property at all times notwithstanding the manner in which it is
attached or affixed to realty. All proceeds including, but not limited to,
proceeds in the form of chattel paper received by Debtor forming part of the
Collateral shall be received under an express trust for the benefit of Company,
shall not be commingled with other monies, assets or accounts of Debtor, and
shall be immediately paid to Company (unless otherwise permitted in writing by
Company).
7. Inspection of Collateral; Taxes and Charges. Company may inspect the
Collateral, and inspect and copy all records pertaining to same, at any time and
wherever located, and Debtor shall fully cooperate with Company to identify and
provide evidence of the location, possession, and condition of, and the
ownership of, and any other interest in, the Collateral, as requested by
Company. Debtor shall also complete and return audit forms submitted by Company
from time to time within five (5) days of receipt thereof. Debtor shall be
solely responsible for and shall promptly pay when due all taxes and other
charges of every nature which may be levied or assessed against the Collateral,
its use or operation, or which arise out of or are connected with this Agreement
or the Promissory Note or any other agreement or document evidencing the
Indebtedness secured hereby, by any governmental agency.
8. Insurance. Before delivery of the Equipment, Debtor shall purchase from a
responsible insurance company acceptable to Company, and Debtor shall maintain
during the term of this Agreement, the following coverage and deliver to Company
a certificate thereof: (a) Liability insurance naming Company as an Additional
Insured with limits of coverage as Company may require, but in no event less
than $5,000,000.00, unless otherwise approved by Company, combined single limit
per occurrence. No self-insured retention or deductible is permissible unless
approved in writing by Company. (b) Comprehensive and collision insurance naming
Company as Loss Payee with coverage for the actual cash value of the Equipment
and subject to a deductible no greater than $5,000.00 unless approved by
Company. Debtor shall bear all risk of loss, damage, or destruction to Equipment
(which may exceed actual cash value), however caused, from the time of
acceptance until surrender to Company.
All insurance policies shall provide for 30 calendar days' prior written notice
to Company of any cancellation or reduction in coverage. Company has no
obligation to examine insurance certificates or to advise Debtor if its
insurance does not comply with this Agreement. Debtor authorizes Company to
endorse Debtor's name to insurance checks related to the Equipment and to take
any actions to pursue insurance claims and recover payments if Debtor fails to
do so.
9. Substitute Performance. If Debtor shall fail to maintain the required
insurance, pay taxes or other charges, properly maintain or repair the
Equipment, or perform any other duty or obligation required hereunder, Company
may at any time thereafter (but shall not be required to) perform any such duty
or obligation to the extent determined by Company and make expenditures for any
or all such purposes in order to maintain and preserve the Equipment. The amount
so expended, together with interest thereon at the lesser of eighteen percent
(18%) per annum or the highest lawful contract rate of interest, shall be
immediately due and payable by Debtor to Company and shall be secured by the
security interest herein granted.
10. Default. Debtor shall be in default hereunder and under the Promissory Note
and all other agreements and documents evidencing the Indebtedness secured
hereby upon the occurrence of any of the following events: (a) Debtor fails to
pay any sum when due under any of the Indebtedness secured hereby or to timely
when required perform any duty or obligation under any of the Indebtedness
secured hereby and such default shall continue unremedied for 10 days after
notice by Company to Debtor at the address first set forth above; (b) Debtor
fails to observe or perform any of the provisions of this Agreement, the
Promissory Note or any other agreement or document relating to all or any part
of the Collateral or the Indebtedness; (c) any representation, warranty,
financial statement or other information made or furnished by Debtor to Company
is untrue in any material respect as of the date made or furnished; (d) any
default shall occur under any other agreement between Debtor and Company or
Debtor and any subsidiary or affiliate of Company; (e) the making of any levy,
seizure or attachment upon the Collateral; (f) should Debtor or any guarantor
default under any other security agreement directly or indirectly securing
repayment of the Indebtedness or under any material promissory note, loan,
extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person; (g) should any
guarantor, surety, or other party liable on whatever basis for the Indebtedness
default under the agreement of guaranty, surety, or other agreement evidencing
the liability, as the case may be; (h) the Collateral or any part thereof
becomes lost, stolen or materially damaged; (i) Debtor becomes unable, or admits
in writing its inability to pay its debts as they mature, or becomes the subject
of proceedings in bankruptcy or insolvency, or makes a general assignment for
the benefit of creditors, or enters into an arrangement with a group of
creditors, or enters into any action for the purposes of accomplishing any of
the preceding; (j) Debtor, or any partner of Debtor, winds up, liquidates,
ceases to do business, dissolves, reorganizes, merges, consolidates or sells,
assigns, transfers, leases or otherwise disposes of all or substantially all of
its assets, or becomes the subject of any proceeding for any of the foregoing
purposes, if Debtor or the partner of Debtor is other than an individual; (k)
the death or judicial determination of incompetency of a Debtor who is a natural
person or of any partner of Debtor which is a partnership; or (1) should Debtor
have a material adverse change with respect to its financial condition which
results, in Company's opinion, in an impairment of the prospect of repayment of
any of the Indebtedness or of Debtor's performance of its obligations hereunder.
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11. Rights and Remedies. Upon the occurrence of any default hereunder and at any
time thereafter, Company may, at its option, do any one or more of the
following: (a) declare any or all of the Indebtedness secured hereby (including
additional interest accrued on past due payments and any prepayment premium)
immediately due and payable without notice or demand; (b) recover any additional
damages and expenses sustained by Company by reason of the breach of any
provision of this Agreement by Debtor; (c) enforce the security interest granted
hereunder; (d) accelerate the maturity and insist upon immediate payment in full
of each and every other loan, extension of credit, debt, liability and/or
obligation of every nature and kind that Debtor may then owe to Company, whether
direct or indirect or by way of assignment, and whether absolute or contingent,
liquidated or unliquidated, voluntary or involuntary, determined or
undetermined, secured or unsecured, whether Debtor is obligated alone or with
others on a joint, several or solidary basis, as a principal obligor or
otherwise, all without further notice, demand or putting in default, unless
Company shall otherwise elect; (e) without notice, liability or legal process,
enter upon the premises where any of the Collateral may be and take possession
thereof; and (f) require Debtor to assemble the Collateral and make it available
to Company at a place designated by Company which is reasonably convenient to
Company and Debtor. Company shall have all rights given to a secured party by
law and all of Company's rights and remedies shall be cumulative and
nonexclusive, to the extent permitted by applicable law. Company may, at its
option, undertake commercially reasonable efforts to sell or dispose of all or
any part of the Collateral, and the proceeds of any such sale or disposition
shall be applied as follows: first, to reimburse Company for all reasonable
expenses of retaking, holding, preparing for sale or disposition, and selling or
disposing of the Collateral, including all taxes and reasonable attorney's fees;
and, second, to the extent not previously paid by Debtor, to pay all
Indebtedness secured hereby. Company shall have the right, in its sole
discretion, to determine the order in which its rights in or remedies against
any Collateral or other property now or hereafter securing the Indebtedness are
to be exercised, which part of Collateral or such other property is to be
proceeded against, and the order of application of proceeds of Collateral or
such other property as against any particular portion of the Indebtedness. Any
surplus shall be paid to the person entitled thereto. Debtor shall remain liable
for and promptly pay any deficiency to Company. Company shall have the right to
enter and remain upon the premises of Debtor or any other place or places where
any part of the Collateral may be kept, for such time as Company may deem
necessary, and (a) remove, maintain, sell, collect, and/or liquidate the
Collateral; (b) use the premises of Debtor, together with materials and supplies
located thereon, to maintain the condition of the Collateral and to prepare the
Collateral for sale or liquidation, and (c) require Debtor to assemble the
Collateral and make it available to Company or the agents or designees of
Company at Debtor's premises or such other place as Company may reasonably
designate.
Debtor hereby acknowledges that sales for cash or on credit to a wholesaler,
retailer, or user, and with or without the Collateral being present, are all
commercially reasonable dispositions of the Collateral. Debtor agrees to pay all
reasonable attorney's fees and all costs and expenses incurred by Company in
enforcing this Agreement or the Promissory Note or other Indebtedness secured
hereby upon the occurrence of any default hereunder or thereunder or in
connection with any bankruptcy or other insolvency proceeding commenced by or
against Debtor. Company shall have the right, immediately and without further
action by it, to set off against the Indebtedness secured hereby all money owed
by Company or any affiliate or subsidiary of Company in any capacity (including,
without limitation, Caterpillar Inc.) to Debtor, whether or not due, and Company
shall be deemed to have exercised such right of setoff and to have a charge
against any such money immediately upon the occurrence of a default hereunder or
under the Indebtedness secured hereby even though such charge is made or entered
on the books of Company or an affiliate or subsidiary of Company, as the case
may be, subsequent thereto. To the extent permitted by law, Debtor hereby
releases any claim it may have against Company which may result from or arise
out of the possession or repossession of the Collateral by Company, and further
waives the benefit of all valuation and appraisal laws with respect to the
Collateral. If Company shall seek to take possession of, or repossess, the
Collateral or any part thereof by judicial action, Debtor hereby waives any
requirement of notice or for Company to provide bond, surety or other security
in relation thereto, whether required by statute, court rule or otherwise, to
the extent permitted by law. The remedies specified in this Section 10 are in
addition to and not in lieu of any remedies specified in the Promissory Note or
any other agreements or documents evidencing the Indebtedness secured hereby.
12. Waiver and Indemnity. Debtor understands and agrees that its obligations
hereunder and under the Indebtedness secured hereby shall not be affected by any
defect in, damage to or loss of possession or use of any of the Collateral,
however caused, by the attachment of any lien or other claim to any of the
Collateral, by any interference with Debtor's use of any of the Collateral, or
for any other cause, whether similar or dissimilar to the foregoing, any present
or future law to the contrary notwithstanding. DEBTOR HEREBY AGREES TO RELEASE,
DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY, ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND ASSIGNS FROM AND AGAINST ANY CLAIMS OF DEBTOR OR THIRD
PARTIES, INCLUDING CLAIMS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY,
PERSONAL INJURY, PROPERTY DAMAGE, STRICT LIABILITY OR NEGLIGENCE, FOR ANY LOSS,
DAMAGE OR INJURY CAUSED BY OR RELATING TO THE DESIGN, MANUFACTURE, SELECTION,
DELIVERY, CONDITION, OPERATION, USE, OWNERSHIP, MAINTENANCE OR REPAIR OF ANY
COLLATERAL. FURTHER, DEBTOR AGREES TO BE RESPONSIBLE FOR ALL COSTS AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY COMPANY OR ITS DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS AND ASSIGNS IN DEFENDING SUCH CLAIMS OR IN ENFORCING
THIS PROVISION. UNDER NO CONDITION OR CAUSE OF ACTION SHALL COMPANY BE LIABLE
FOR ANY LOSS OF ACTUAL OR ANTICIPATED BUSINESS OR PROFITS OR ANY SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES.
13. Integration; Amendment; Waiver. This Agreement constitutes the entire
agreement between the parties concerning Company's security interest in the
Collateral and the portion of the Indebtedness evidenced hereby and may not be
altered or amended except by a writing signed by all parties hereto. Waiver of
any default hereunder shall not constitute waiver of any subsequent default. Any
waiver or consent by Company of or to any default by Debtor hereunder must be in
writing specifically set forth. In addition, any failure or delay on the part of
Company to exercise any of the rights and remedies granted to Company shall not
have the effect of waiving any of Company's rights and remedies. Any partial
exercise of any rights and/or remedies granted to Company shall furthermore not
be construed as a waiver of any other rights and remedies, it being Debtor's
intent and agreement that Company's rights and remedies shall be cumulative in
nature. To the extent permitted by law, Debtor waives all rights to plead any
statute of limitations as a defense to any action on this Agreement. DEBTOR
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WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS A MATERIAL INDUCEMENT TO COMPANY IN
ENTERING INTO THIS AGREEMENT AND CREATING IN FAVOR OF DEBTOR THE INDEBTEDNESS
SECURED HEREBY AND THAT COMPANY IS RELYING UPON THE FOREGOING WAIVER. DEBTOR
WARRANTS THAT IT HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS. IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.
14. Assignment. Any or all of the rights of Company under this Agreement and in
the Collateral may be assigned by Company at any time. No assignment of this
Agreement or of any right or obligation hereunder may be made by Debtor without
the prior written consent of Company. This Agreement shall be binding upon the
heirs, personal representatives, successors, and assigns of Debtor and inure to
the benefit of Company, its successors, and assigns.
15. Construction: Severability. This Agreement shall be construed no more
strictly against one party than the other, regardless of which party drafted the
Agreement. Any provision found to be invalid under any applicable law shall be
inapplicable and deemed omitted, but the remaining provisions hereof shall be
given effect in accordance with the manifest intent hereof. Notwithstanding any
termination of this Agreement, all terms and conditions hereof shall continue to
apply after such termination until all Indebtedness secured hereby has been
finally performed and paid in full. If the Agreement is signed by more than one
Debtor, the singular "Debtor" as used herein shall include the plural and the
obligations of all those signing as Debtor shall be joint and several.
16. Headings. The headings appearing in each section hereof are for convenience
or reference only and are not to be considered or construed as a substantive
part of this Agreement.
17. Counterparts. This Agreement may be separately executed by Debtor and
Company in any number of counterparts, each of which, when so executed and
delivered, shall be deemed to be an original and all of which, when so executed
and delivered, shall be deemed to be an original and all of which, taken
together, shall constitute but one and the same instrument.
18. Applicable Law. This agreement shall be governed by and construed under the
laws of the State of Tennessee, without giving effect to the conflict-of-laws
principles thereof, and Debtor hereby consents to the jurisdiction of any state
or federal court located within the State of Tennessee.
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In Witness Whereof, Debtor and Company have duly executed this Agreement as of
the day and year first above written.
Proceeds subject to the transaction between BESTWAY COACH EXPRESS INC., and
Caterpillar Financial Services Corporation as evidenced by this note shall be
disbursed in the amount of $1,134,000.00 as follows:
Payee: MCIN
Amount: $1,134,000.00
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("Debtor") ("Company")
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BEST WAY COACH EXPRESS INC.
CATERPILLAR FINANCIAL SERVICES CORPORATION
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Signature:/s/ Signature: /s/
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Name (PRINT):________________________________________ Name (PRINT):_____________________________________________
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Title:_______________________________________________ Title:____________________________________________________
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