SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Starcraft Corporation
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
855269106
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(CUSIP Number)
Richard J. Mullin - Sr. Vice President
2703 College Ave.
Goshen, IN 46527-1903
Phone - 219-533-1105 extension 239
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 12, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 855269106
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kelly L. Rose
SS #
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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7 SOLE VOTING POWER 1,807,117
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NUMBER OF
SHARES 8 SHARED VOTING POWER 100,000
BENEFICIALLY ----------------------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,807,117
REPORTING ----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 100,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,907,567
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer
Title of Security: Common Stock
Issuer: Starcraft Corporation
P.O. Box 1903, 2703 College Avenue
Goshen, Indiana 46527-1903
Item 2. Identity and Background
(a) Kelly L. Rose
(b) 1607 East Lake Drive West
Elkhart, IN 46514
(c) Executive
(d) not applicable
(e) not applicable
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Options were acquired as an inducement to reporting person to guaranty a
portion of Issuer's debt. Future exercises of options will be paid for with
Personal Funds.
Item 4. Purpose of Transaction
Option for 250,000 shares of Common Stock were issued to Kelly L. Rose as
an inducement to guarantee a portion of Issuer's debt in conjunction with the
Issuer's bank refinancing. As a director of the Issuer, reporting person may
engage from time to time in discussions with the board and management regarding
various corporate plans or proposals. Reporting person has no reportable plans
or proposals.
Item 5. Interest in Securities of Issuer.
(a) Kelly L. Rose beneficially owns 1,907,567 shares (39.5%) of Common Stock, of
which 586,638 shares are subject to presently exercisable options. Includes
100,000 held by Karen Rose, reporting person's spouse. Excludes 10,450 shares
held by a charitable foundation of which reporting person is executive officer
and director, as to which reporting person disclaims beneficial ownership.
(b) Sole Voting Power: 1,807,117
Shared Voting Power: 100,000
Sole Dispositive Power: 1,807,117
Shared Dispositive Power: 100,000
<PAGE>
(c) On December 12, 2000 Kelly L. Rose received options for 250,000 shares of
Common Stock to induce him to guarantee a portion of Issuer's debt in
conjunction with the Issuer's bank refinancing.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The options were issued in accordance with a Stock Option Grant for 250,000
shares of Common Stock to induce Kelly L. Rose to guarantee a portion of
Issuer's debt in conjunction with the Issuer's bank refinancing.
Item 7. Material to be Filed as Exhibits.
A. Stock Options to Purchase Shares of Common Stock of Starcraft
Corporation
B. Reimbursement Agreement
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 10, 2001 /s/ Kelly L. Rose
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Date Kelly L. Rose
<PAGE>
EXHIBIT A
No. of Shares: 250,000 Stock Option No. 00-1
STOCK OPTIONS TO PURCHASE
SHARES OF COMMON STOCK
OF
STARCRAFT CORPORATION
Dated: December 12, 2000
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS.......................................................1
SECTION 2. EXERCISE OF STOCK OPTIONS.........................................2
2.1. Exercise Generally....................................................2
2.2. Shareholder Approval; Alternative Cash Award Upon Exercise............3
2.3. Expenses of Exercise..................................................3
SECTION 3. ANTI-DILUTION.....................................................3
SECTION 4. RESERVATIONS......................................................3
SECTION 5. CHANGE OF CONTROL; REORGANIZATIONS................................3
SECTION 6. DISSOLUTION OR LIQUIDATION........................................4
SECTION 7. NOTICE OF DIVIDENDS...............................................5
SECTION 8. FRACTIONAL SHARES.................................................5
SECTION 9. FULLY PAID STOCK; VOTING RIGHTS UPON EXERCISE; TAXES..............5
SECTION 10. CLOSING OF TRANSFER BOOKS........................................5
SECTION 11. REGISTRATION RIGHTS..............................................5
Section 11.1 Piggyback Registration.......................................5
Section 11.2. Registration Procedures......................................6
Section 11.3. Information to be Furnished by Holders.......................8
Section 11.4. Expenses of Registration.....................................8
Section 11.5. Indemnification and Contribution.............................8
Section 11.6. Underwriting Agreement.......................................10
Section 11.7. Future Registration Rights...................................10
SECTION 12. LOST, STOLEN STOCK OPTIONS, ETC..................................10
SECTION 13. SEVERABILITY.....................................................11
SECTION 14. MISCELLANEOUS....................................................11
14.1. Notices.......................................................11
14.2. Successors and Assigns........................................11
14.3. Amendments 11
14.4. Headings 11
14.5. Governing Law.................................................11
14.6. Exclusive Jurisdiction. .....................................11
EXHIBIT A....................................................................A-1
<PAGE>
No. of Shares: 250,000* Stock Option No. 00-1
(*subject toss.2.2 of this Stock Option)
Dated: December 12, 2000
STOCK OPTIONS TO PURCHASE
SHARES OF COMMON STOCK
OF
STARCRAFT CORPORATION
THIS IS TO CERTIFY that, for value received and subject to the provisions
hereinafter set forth,
Kelly L. Rose
or assigns
is entitled upon the due exercise hereof at any time during the Exercise Period
(as hereinafter defined) to purchase from Starcraft Corporation, an Indiana
corporation (the "Company"), up to 250,000 shares of Common Stock (as
hereinafter defined and subject to adjustment as provided herein) of the Company
at the Exercise Price (as hereinafter defined and subject to adjustment as
provided herein) for each share of Common Stock so purchased and to exercise the
other rights, powers and privileges hereinafter provided, all on the terms and
conditions and pursuant to the provisions hereinafter set forth.
Attest: STARCRAFT CORPORATION
/s/Richard J. Mullin By: /s/ Michael H. Schoeffler
---------------------- ------------------------------------
Secretary President
Additional provisions follow on the next
15 pages and are incorporated in this
Stock Option as if set forth on this page.
<PAGE>
SECTION 1. DEFINITIONS.
In addition to the terms defined elsewhere in this Stock Option, the
following terms have the following respective meanings:
"Business Day" shall mean any day except Saturday, Sunday and any day
which shall be a Federal legal holiday or a day on which banking institutions in
the State of Indiana are authorized or required by law or other government
actions to close.
A "Change of Control" shall be deemed to have occurred if during, or
following the consummation of, a stock purchase program, tender offer, exchange
offer, merger, consolidation, sale of assets, contested election, or any
combination of the foregoing transactions, any person, entity or group of
persons acting in concert, directly or indirectly (1) acquires ownership of the
power to vote in excess of 50% of the voting securities of Company, or (2)
otherwise acquires, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Company.
"Common Stock" shall mean the Company's Common Stock, without par
value.
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Company" shall mean Starcraft Corporation, an Indiana corporation, and
any successor to all or substantially all of the assets and business of such
corporation.
"Exercise Period" shall mean the period commencing on the date hereof
and terminating on the Expiration Date.
"Exercise Price" shall mean $3.00 per share, which is the fair market
value per share of the Underlying Shares on the date of issuance of this Stock
Option, adjustable as set forth in ss. 3.
"Expiration Date" shall mean December 13, 2005.
"Holder" shall mean the registered holder of this Stock Option, and, if
the context so indicates, the holder of Stock Option Shares.
"NASD" shall mean the National Association of Securities Dealers, Inc.
"Person" shall mean an individual, partnership, corporation, trust,
unincorporated organization or any other entity, and a government or agency or
political subdivision thereof.
"Registration Expenses" shall mean all expenses incident to the
Company's performance of or compliance with ss. 11, including, without
limitation, all registration, filing and NASD fees, all fees and expenses of
complying with state securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance, the fees and
disbursements of counsel and accountants retained by the Holder with respect to
Underlying Shares or Stock Option Shares being registered, all fees and expenses
incurred in complying with the Company's indemnification obligations, premiums
and other costs of policies of insurance against liabilities arising out of the
public offering of such securities and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Underlying Shares" shall mean the shares of Common Stock of the
Company issuable upon exercise of this Stock Option.
"Stock Option" or "this Stock Option" as used herein shall mean this
Stock Option and any stock option hereafter issued in exchange or substitution
for this Stock Option.
"Stock Option Shares" shall mean the shares of Common Stock of the
Company issued upon the exercise of this Stock Option.
SECTION 2. EXERCISE OF STOCK OPTION.
2.1. Exercise Generally . The rights represented by this Stock Option
are issued as an inducement to the initial Holder to provide a limited guaranty
of the payment to Foothill Capital Corporation ("Foothill") of up to $750,000 of
the principal amount of certain indebtedness owed by Starcraft Automotive Group,
Inc. and National Mobility Corporation, both of which are Indiana corporations
and wholly-owned subsidiaries of the Company (collectively, the "Borrowers"), in
connection with certain refinancing transactions (the "Refinancing") to be
entered into between the Company and Foothill Capital Corporation ("Foothill").
Subject to the conditions hereinafter set forth, this Stock Option may
be exercised in whole or in part (but not as to any fractional share of Common
Stock), during the Exercise Period, but in no event subsequent to the end of the
Exercise Period, by the surrender of this Stock Option (with the exercise notice
at the end hereof duly completed and executed) at the office of any duly
appointed transfer agent for the Common Stock or at the principal office of the
Company in Goshen, Indiana, and upon payment to the Company, or for the account
of the Company, of the Exercise Price. Payment of the Exercise Price may be made
by cash in immediately available funds or by certified check or bank draft. This
Stock Option and all rights and options hereunder shall expire at the Expiration
Date, and shall be wholly null and void to the extent this Stock Option is not
exercised before that time. The Company agrees that the Stock Option Shares
shall be and shall be deemed to be issued to the Holder hereof as the record
owner of such Stock Option Shares as of the close of business on the date on
which this Stock Option shall have been surrendered and payment made for such
shares as aforesaid. Certificates for the Stock Option Shares shall be delivered
to the Holder hereof within a reasonable time, not exceeding 30 Business Days,
after the Stock Option shall have been so exercised, and, unless this Stock
Option has expired, a new Stock Option representing the number of Underlying
Shares, if any, with respect to which this Stock Option shall not then have been
exercised shall also be issued to the Holder hereof within such time.
2.2. Expenses of Exercise . The Company shall pay all expenses, taxes
and other charges payable in connection with the preparation, execution and
delivery of stock certificates under this ss. 2, regardless of the name or names
in which such stock certificates shall be registered.
SECTION 3. ANTI-DILUTION.
The Underlying Shares shall be subject to change or adjustment as set
forth in Exhibit A to this Stock Option.
SECTION 4. RESERVATIONS.
The Company shall at all times reserve and keep available such number
of authorized shares of its Common Stock, solely for the purpose of issuance
upon the exercise of the rights represented by this Stock Option, as may at any
time be issuable upon the exercise of this Stock Option.
<PAGE>
SECTION 5. CHANGE OF CONTROL; REORGANIZATIONS.
If, in connection with any Change of Control, any capital
reorganization or reclassification of the capital stock of the Company, any
other change of outstanding shares of Common Stock, or any merger or
consolidation of the Company with or into another Person, or in the case of any
sale or conveyance to another Person of the property of the Company as, or
materially as, an entirety (a "Reorganization"), the Company shall cause such
Reorganization to be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such Reorganization, the
Company shall cause effective provision to be made whereby the Holder shall
thereafter have the right to receive, upon the basis and upon the terms and
conditions specified in this Stock Option, and in lieu of the Common Stock
immediately theretofore receivable upon the exercise of this Stock Option, such
shares of stock, securities or assets as would have been (by virtue of such
Reorganization) issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of Common Stock
immediately theretofore receivable upon the exercise of this Stock Option,
assuming such exercise had taken place immediately prior to such Reorganization.
In any such case, appropriate provision shall be made with respect to the rights
and interests of the Holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the number of shares of Common
Stock receivable upon exercise of this Stock Option) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter receivable upon the exercise of this Stock Option. The
Company shall not effect any such Reorganization, unless, prior to or
simultaneously with the consummation thereof, the successor entity (if other
than the Company) resulting from such transaction shall assume by written
instrument, executed and mailed or delivered to the Holder, the obligation to
deliver to the Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Holder may be entitled to receive.
Notice of any proposed Reorganization shall be given by the Company to the
Holder as promptly as practicable after such transaction appears likely but in
no event less than 30 Business Days prior to the consummation of the
Reorganization.
SECTION 6. DISSOLUTION OR LIQUIDATION.
Upon any proposed distribution of the assets of the Company in
dissolution or liquidation (except under circumstances when ss. 5 shall be
applicable), the Company shall mail notice thereof to the Holder and shall make
no distribution to its shareholders until the expiration of 30 days from the
date of mailing of such notice and, in any such event, the Holder of this Stock
Option may exercise the purchase rights with respect to this Stock Option within
30 days from the date of mailing such notice. All rights herein granted not so
exercised within such 30-day period shall thereafter become null and void.
SECTION 7. NOTICE OF DIVIDENDS.
If the Board of Directors of the Company shall declare any dividend or
other distribution on its Common Stock, the Company shall mail notice thereof to
the Holder not less than 30 days prior to the record date fixed for determining
shareholders entitled to participate in such dividend or other distribution, and
the Holder shall not participate in such dividend or other distribution or be
entitled to any rights on account or as a result thereof unless and to the
extent that this Stock Option is exercised prior to such record date or as
otherwise provided by this Stock Option. The provisions of this section shall
not apply to distributions made in connection with transactions covered by ss.
5.
SECTION 8. FRACTIONAL SHARES.
The Company shall not be required to issue or cause to be issued
fractional shares on the exercise of this Stock Option and any such fractional
share otherwise issuable shall be rounded down to the nearest whole share.
SECTION 9. FULLY PAID STOCK; VOTING RIGHTS UPON EXERCISE; TAXES.
(a) The Company covenants and agrees that the shares of its Common
Stock represented by each certificate to be delivered on the exercise of this
Stock Option shall, at the time of such delivery, be validly issued and
outstanding, and be fully paid and nonassessable. The Company covenants and
agrees that, upon issuance of the Underlying Shares, the Underlying Shares shall
have voting rights equivalent to those of other shares of Common Stock.
<PAGE>
(b) The Company covenants and agrees that it shall pay, when due and
payable, any and all federal and state issuance or transfer taxes that may be
payable in respect of this Stock Option or any Common Stock or certificates
issued hereunder. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the transfer and
delivery of stock certificates in the name other than that of the Holder, and
any such tax shall be paid by the Holder at the time of presentation.
SECTION 10. CLOSING OF TRANSFER BOOKS.
The right to exercise this Stock Option shall not be suspended during
any period that the stock transfer books of the Company for its Common Stock may
be closed. The Company shall not be required, however, to deliver stock
certificates upon such exercise while such books are duly closed for any
purpose, but the Company may postpone the delivery of such certificates until
the opening of such books. In such case, the certificates shall be delivered
promptly after the books are opened.
SECTION 11. REGISTRATION RIGHTS.
Section 11.1 Piggyback Registration . If at any time the Company
proposes for any reason to register (including for this purpose a registration
effected by the Company for securityholders other than the Holders of the Stock
Options or Stock Option Shares) securities under the Securities Act (not
including securities proposed to be registered pursuant to an employee benefits
plan on Form S-8 or pursuant to a reorganization, exchange offer or similar
transaction on Form S-4), it shall, each such time, promptly (but in no event
less than 30 days prior to the proposed date of the filing of the registration
statement relating thereto) give written notice to the Holders of the Stock
Options and Stock Option Shares (collectively the "Eligible Securities") then
outstanding of its intention to do so, and, upon the written request, given
within 20 days after receipt of any such notice, of a Holder to register any of
his Eligible Securities, the Company shall cause all Eligible Securities with
respect to which Holders shall have so requested registration to be registered
under the Securities Act promptly upon receipt of the written request of such
Holders for such registration.
In the event that any registration pursuant to this ss. 11.1 shall be,
in whole or in part, an underwritten public offering of securities of the
Company registered under the Securities Act, the Company shall arrange for the
Eligible Securities requested to be registered pursuant to this ss. 11.1 to be
included in the underwriting. The inclusion of the Eligible Securities will be
on the same terms and conditions as the comparable securities, if any, otherwise
being sold through underwriters under such registration, or on terms and
conditions comparable to those normally applicable to offerings of such
securities in reasonably similar circumstances in the event that no securities
comparable to the Eligible Securities are being sold through underwriters under
such registration.
<PAGE>
If the Company proposes to include in such underwritten public offering
any securities owned by any shareholder of the Company (such securities,
"Additional Securities") and the managing underwriter reasonably determines and
advises in writing that the inclusion in the offering of all of the securities
to be sold for the Company's account, the Eligible Securities covered by the
requests for registration made under this ss. 11.1, and the Additional
Securities would interfere with the successful marketing of the securities to be
sold for the Company's account, then (i) there shall first be excluded
Additional Securities proposed to be included and then (ii) the requisite number
of Eligible Securities and other securities the holders of which have been
granted registration rights by the Company on terms similar to those provided
herein which are proposed to be included shall be excluded from the underwritten
portion of the public offering, on a basis pro rata among the holders of the
Eligible Securities and such other holders requesting such registration, and
such excluded eligible Securities shall be withheld from the market by the
holders thereof for a period which the managing underwriter reasonably
determines is necessary in order to effect the underwritten portion of the
public offering.
Section 11.2. Registration Procedures . If and whenever the Company is
under an obligation pursuant to the provisions of ss. 11.1 to use its best
efforts to effect the registration of any Eligible Securities, the Company
shall, as expeditiously as practicable:
(i) prepare and file with the Commission a registration statement
with respect to such Eligible Securities and use its best
efforts to cause such registration statement to become
effective and remain effective and current in compliance with
the Securities Act for a period of 90 days for a piggyback
registration;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective and current in compliance
with the Securities Act for the applicable period specified in
clause (i) of this ss. 11.2;
(iii) furnish to each selling stockholder such numbers of copies of
each prospectus (including each preliminary prospectus) in
conformity with the requirements of the Securities Act, and
such other documents such selling shareholders shall
reasonably request, to facilitate the public offering of their
Eligible Securities;
(iv) register or qualify the Eligible Securities covered by such
registration statement under the securities or blue sky laws
of such jurisdictions as each such seller shall reasonably
request (provided that the Company shall not be required to
qualify to do business or file a general consent to service of
process in any jurisdiction where it is not then qualified to
do business); and do any and all other acts or things which
may be reasonably necessary or advisable to enable such seller
to consummate the public sale or other disposition in such
jurisdictions of such Eligible Securities until the sale or
other disposition of all Eligible Securities covered by such
registration statement;
(v) notify each selling shareholder any time a prospectus is
required to be delivered under the Securities Act within the
appropriate period mentioned in clause (i) of thisss.11.2, of
the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect,
includes or may include an untrue statement of material fact
or omits to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers
of such Eligible Securities, such prospectus shall not include
an untrue statement of a material fact omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(vi) furnish, at the request of any Holder or Holders requesting
registration pursuant to the terms hereof, on or about the
date that any Eligible Securities are delivered to the
underwriters for sale pursuant to such registration or, if
such Eligible Securities are not being sold through
underwriters, on the date that the registration statement with
respect to such Eligible Securities becomes effective: (a) an
opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, addressed to
the underwriters, if any, and to the Holder or Holders making
such request, in form and substance as is customarily given in
an underwritten public offering; and (b) a letter, dated such
date, from the independent certified public accountants of the
Company (the "Accountants"), addressed to the underwriters, if
any, and to the Holder or Holders making such request, in form
and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public
offering.
Section 11.3. Information to be Furnished by Holders . Prior to the
Company being obligated to register a particular prospective seller's Eligible
Securities pursuant to this Section 11, such seller shall furnish to the Company
such information and execute such documents regarding the Eligible Securities
held by such seller and the intended method of disposition thereof as the
Company shall reasonably request in connection with the action to be taken by
the Company.
Section 11.4. Expenses of Registration . The Company shall pay all
Registration Expenses in connection with each registration pursuant to ss. 11.1.
Section 11.5. Indemnification and Contribution . (a) The Company shall
indemnify and hold harmless each Holder, each of its officers, directors,
partners, agents, employees and controlling persons (within the meaning of the
Securities Act) and each person who participates as an underwriter or
controlling person of an underwriter (within the meaning of the Securities Act)
with respect to a registration statement pursuant to ss. 11.1 against any
losses, claims, damages or liabilities (or actions in respect thereof) to which
any of them may become subject under the Securities Act or otherwise insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact in a registration statement including any Eligible
Securities, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereto, or in any application or other document
(such applications and documents are hereinafter collectively called
"Applications") filed in any jurisdiction in order to qualify all or part of the
Eligible Securities under the securities laws thereof or filed with the
Commission or the NASD, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
any of them for any legal or other expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable
hereunder in any such case if any such loss, claim, damage, or liability arises
out of or is based upon any such untrue statement or allegedly untrue statement
or such omission or alleged omission made in such registration statement,
prospectus or amendment or supplement thereto or in any Application in reliance
upon and in conformity with written information furnished to the Company by such
Holder for inclusion therein; provided, however, that the indemnity agreement
contained in this paragraph of this ss. 11.5 shall not apply to amounts paid in
settlement of any loss, claim, damage, liability, action or violation if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld).
(b) To the extent permitted by law, each Holder whose Eligible
Securities are registered on any registration statement of the Company pursuant
to ss. 11.1 shall indemnify and hold harmless the Company, each of its officers,
directors, partners, agents, employees and controlling persons (within the
meaning of the Securities Act) with respect to a registration statement pursuant
to ss. 11.1 against any losses, claims, damages or liabilities (or actions in
respect thereof) to which any of them may become subject under the Securities
Act or otherwise insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact, or omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, made in such registration statement, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto or in any Application, in reliance upon and in conformity
with written information furnished to the Company by such Holder for inclusion
therein, and will reimburse any of them for any legal or other expenses
reasonably incurred by them in connection with investigation or defending, any
such loss, claim, damage, liability or action, provided that the obligation of
each Holder under this ss. 11.5 shall be limited to an amount equal to the net
proceeds to such Holder of the Eligible Securities sold pursuant to such
registration statement, provided, however, that the indemnity agreement
contained in this paragraph of this ss. 11.5 shall not apply to amounts paid in
settlement of any loss, claim, damage, liability, action or violation if such
settlement is effected without the Holder's consent (which consent shall not be
unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this ss. 11.5
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in and to assume the defense thereof
at its expense with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such action, if
prejudicial to the ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this ss.
11.5, but the omission so to notify the indemnifying party will not relieve such
party of any liability that such party may have to any indemnified party other
than under this ss. 11.5.
(d) If the indemnification provided for in this ss. 11.5 is unavailable
to or insufficient to hold harmless an indemnified party under subsections (a)
and (b) above in respect of any losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses (or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits and relative fault of the Company
on the one hand and the Holder on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses (or actions or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Holder on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total net proceeds received by the
Holder. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Holder on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this ss. 11(d) were determined by pro rata
allocation (even if all Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to above in this ss. 11(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or expenses (or actions or proceedings in respect thereto) referred to above in
this ss. 11(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
Section 11.6. Underwriting Agreement . If Eligible Securities are to be
sold pursuant to a registration statement in an underwritten offering pursuant
to ss. 11.1, the Company agrees to enter into an underwriting agreement
containing customary representations and warranties with respect to the business
and operations of an issuer of the securities being registered and customary
covenants and agreements to be performed by such issuer, including, without
limiting the generality of the foregoing, customary provisions with respect to
indemnification by the Company of the underwriters of such offering.
Section 11.7. Future Registration Rights . If, subsequent to the date
hereof, the Company grants piggyback registration rights to holders or
prospective holders of its securities to include their securities on any
registration statement proposed to be filed by the Company at the demand of the
Holders made under this Agreement, such piggyback registration rights shall
provide for the exclusion of such holders' securities from the registration
statement if the managing underwriter of the offering proposed to be made of the
Eligible Securities determines that the inclusion of such holders' securities
would be seriously detrimental to the offering of the Eligible Securities or, if
all or part of the offering of Eligible Securities is not to be underwritten,
the Holders of more than 50% of the Eligible Securities to be included in the
registration statement so determine.
If, subsequent to the date hereof, the Company grants demand
registration rights to holders or prospective holders of its securities to
demand that the Company register any securities of the Company under the
Securities Act, such demand registration rights shall be granted under and
subject to the piggyback registration right of the Holders to include all or
part of their Eligible Securities in any such registration on the terms and
conditions of ss. 11.1.
SECTION 12. LOST, STOLEN STOCK OPTIONS, ETC.
If this Stock Option shall be mutilated, lost, stolen or destroyed, the
Company shall issue a new Stock Option of like date, tenor and denomination and
deliver the same in exchange and substitution for and upon surrender and
cancellation of the mutilated Stock Option, or in lieu of the Stock Option lost,
stolen or destroyed, upon receipt of evidence satisfactory to the Company of the
loss, theft or destruction of such Stock Option, and upon receipt of indemnity
satisfactory to the Company.
SECTION 13. SEVERABILITY.
Should any part of this Stock Option for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion,
which shall remain in force and effect as if this Stock Option had been executed
with the invalid portion thereof eliminated. It is hereby declared the intention
of the parties hereto that they would have executed and accepted the remaining
portion of this Stock Option without including therein any such part, parts or
portion which may, for any reason, be hereafter declared invalid.
SECTION 14. MISCELLANEOUS.
14.1. Notices . Any notice, demand or delivery to be made pursuant to
the provisions of this Stock Option shall be in writing and (a) shall be deemed
to have been given or made one day after the date sent (i) if by the Company, by
prepaid overnight delivery, addressed to the Holder at his last known address
appearing on the books of the Company maintained for such purpose or (ii) if by
the Holder, by prepaid overnight delivery, addressed to the Company at P. O. Box
1903, 2703 College Avenue, Goshen, Indiana 46526; and (b) if given by courier,
confirmed telegram, confirmed facsimile transmission or confirmed telex shall be
deemed to have been made or given when received. The Holder and the Company may
each designate a different address by notice to the other in the manner provided
in this ss. 14.1.
14.2. Successors and Assigns . This Stock Option and the rights
evidenced hereby shall inure to the benefit of and be binding upon the
successors and permitted assigns of the Company and the Holder. The provisions
of this Stock Option are intended to be for the benefit of the Holder of this
Stock Option or the Stock Option Shares and shall be enforceable by the Holder.
14.3. Amendments . This Stock Option may not be modified, supplemented,
varied or amended except by an instrument in writing signed by the Company and
the Holder.
14.4. Headings . The index and the descriptive headings of sections of
this Stock Option are provided solely for convenience of reference and shall
not, for any purpose, be deemed a part of this Stock Option.
14.5. Governing Law . THIS STOCK OPTION AND ALL MATTERS CONCERNING THIS
STOCK OPTION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA FOR CONTRACTS
ENTERED INTO AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
14.6. Exclusive Jurisdiction. Each party, and each express beneficiary
of this Stock Option as a condition of its right to enforce or defend any right
under or in connection with this Stock Option, (1) agrees that any action with
respect to this Stock Option or any transaction contemplated by this Stock
Option shall be brought exclusively in the courts of the State of Indiana, City
of Goshen or of the United States of America sitting in the State of Indiana,
City of Goshen, (2) accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of those courts, (3) agrees that service
of process may be made on such party, or such express beneficiary, as the case
may be, by prepaid certified mail with a proof of mailing receipt validated by
the United States Postal Service constituting evidence of valid service, and
that service made pursuant to this clause (3) shall have the same legal force
and effect as if served upon such person personally within the State of Indiana,
and (4) irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any legal
action in those jurisdictions; provided, however, that any party may assert in
an action in any other jurisdiction or venue each mandatory defense, third-party
claim or similar claim that, if not so asserted in such action, may thereafter
not be asserted by such party in an original action in the courts referred to in
clause (1) above.
* * * * * *
EXHIBIT A
ANTI-DILUTION PROVISIONS
1. Anti-Dilution Provisions. The Underlying Shares shall be subject to
change or adjustment as
follows:
(a) Common Stock Dividends, Subdivisions, Combinations. If the
Company shall (i) pay or make a dividend or other distribution to all holders of
its Common Stock in shares of Common Stock, (ii) subdivide, split or reclassify
the outstanding shares of its Common Stock into a larger number of shares, or
(iii) combine or reclassify the outstanding shares of its Common Stock into a
smaller number of shares, then in each such case the Underlying Shares shall be
adjusted to equal the number of such shares to which the Holder of this Stock
Option would have been entitled upon the occurrence of such event had this Stock
Option been exercised immediately prior to the happening of such event or, in
the case of a stock dividend or other distribution, prior to the record date for
determination of such Shareholder entitled thereto. An adjustment made pursuant
to this paragraph 1 shall become effective immediately after such record date,
in the case of a dividend or distribution, and immediately after the effective
date, in the case of a subdivision, split, combination or reclassification.
(b) Reorganization or Reclassification. In case of any capital
reorganization or any reclassification of the Common Stock of the Company
(whether pursuant to a merger of consolidation or otherwise), this Stock Option
shall thereafter be exercisable for the number of shares of stock or other
securities or property receivable upon such capital reorganization or
reclassification of Common Stock, as the case may be, by a holder of the number
of shares of Common Stock into which this Stock Option was exercisable
immediately prior to such capital reorganization or reclassification of Common
Stock; and, in any case, appropriate adjustment shall be made in the application
of the provisions herein set forth with respect to the rights and interests
thereafter of the Holder of this Stock Option to the end that the provisions set
forth herein shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of this Stock Option.
(c) Distributions of Assets or Securities Other Than Common
Stock. In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any of its capital stock (other than
Common Stock), rights or Stock Options to purchase any of its securities, cash,
other assets or evidences of its indebtedness, then in each such case the
Underlying Shares shall be adjusted by multiplying the Underlying Shares
immediately prior to the date of such dividend or distribution by a fraction, of
which the numerator shall be the fair market value per share of Common Stock at
the record date for determining shareholders entitled to such dividend or
distribution, and of which the denominator shall be such fair market value per
share less the fair market value (as determined in good faith by the Board of
Directors of the Company) of the portion of the securities, cash, assets or
evidences of indebtedness so distributed applicable to one share of Common
Stock. An adjustment made pursuant to this subparagraph (c) shall become
effective immediately after such distribution date.
(d) No Impairment. The Company shall not, without the prior
consent of the Holder, by amendment of its Articles of Incorporation or through
any reorganization, transfer of the assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but shall at all times in good faith assist
in the carrying out of all the provisions of this paragraph 1 and in the taking
of all such action as may be necessary or appropriate in order to protect the
exercise rights of the Holder against impairment.
(e) Readjustment. Upon the termination of any right of
conversion or exchange of any securities convertible into or exchangeable for
Common Stock, or upon the expiration of any rights or options to purchase Common
Stock (other than this Stock Option) or any securities convertible into or
exchangeable for Common Stock, or upon any change in the number of shares of
Common Stock issuable upon exercise, conversion or exchange of any such
securities, rights or options, the Underlying Shares then in effect shall
forthwith be readjusted to such Underlying Shares as would have been in effect
had the adjustments made upon the issuance or sale of such securities, rights or
options been made upon the basis of the issuance of only the number of shares of
Common Stock actually issued or to be issued upon the exercise, conversion or
exchange or such securities, rights or options.
2. Notice of Certain Corporation Transactions. The Company shall
promptly mail to the Holder a notice of any proposed dividend, merger,
dissolution, liquidation or winding up of the Company, stating the proposed
record date (if any) or effective date for any such transaction and briefly
describing the transaction.
3. Certificate of Adjustment. Upon the occurrence of each adjustment or
readjustment pursuant to this Exhibit A, the Company (acting through its Board
of Directors in the exercise of its reasonable discretion), at its expense,
shall as promptly as practicable compute such adjustment or readjustment in
accordance with the provisions of this Exhibit A, and prepare and furnish to the
Holder a certificate setting forth such adjustment or readjustment and showing
in reasonable detail the facts upon which such adjustment or readjustment in
based.
4. Information to be Furnished Upon Request. Upon the request at any
time of the Holder, the Company shall as promptly as practicable furnish or
cause to be furnished, to the Holder, at his address set forth in such request,
a certificate setting forth the number of shares of Common Stock that at the
time would be received upon the exercise of the Stock Option and the Exercise
Price thereof.
<PAGE>
EXERCISE NOTICE
TO STARCRAFT CORPORATION:
The undersigned registered holder of the within Stock Option hereby
irrevocably exercises the Stock Option, purchases thereunder 250,000 shares of
the Common Stock of the Company, herewith makes payment of $3.000 therefor, and
requests that the certificate(s) for such shares be issued in the name of the
undersigned Holder or its nominee and delivered to it at Holder's address on the
books of the Company.
Signature: _____________________________
Printed Name: __________________________
Dated: ______________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered Holder of the within
Stock Option hereby sells, assigns and transfers unto __________________ the
Stock Option and all rights evidenced thereby and does irrevocably constitute
and appoint _________________ attorney to transfer the Stock Option on the books
of the Company.
Signature: _____________________________
Printed Name: __________________________
Dated: ________________________________
<PAGE>
EXHIBIT B
PAYMENT OF THIS REIMBURSEMENT AGREEMENT IS SUBORDINATE TO THE
CLAIMS OF LENDER IN THAT CERTAIN SUBORDINATION AGREEMENT OF
EVEN DATE HEREWITH BETWEEN CREDITOR AND LENDER.
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT ("Agreement"), dated as of December 12,
2000, entered into between Starcraft Corporation, National Mobility Corporation,
Imperial Automotive Group, Inc., and Starcraft Automotive Group, Inc.
(collectively, "Starcraft"), and Kelly L. Rose and G. Ray Stults (collectively,
"Creditor").
W I T N E S S E T H
WHEREAS, Creditor in reliance upon this Agreement has applied for
certain letters of credit, executed certain reimbursement arrangements requested
by the issuers of the letters of credit, and has incurred financial
responsibility for the benefit of Starcraft in favor of certain of its lenders,
a copy of which applications and reimbursement arrangements and letters of
credit are attached hereto as Exhibit A (collectively, "Credit"); and
WHEREAS, Starcraft by this Agreement agrees to indemnify, hold
harmless, and reimburse Creditor in connection with any advances of monies and
any other financial arrangements incurred or expended in the past, or from time
to time in the future, by Creditor incident to the Credit.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Starcraft, Starcraft hereby
agrees with Creditor as hereinafter set forth, with Starcraft referred to
hereinafter as "we", "us", or the like, and Creditor referred to hereinafter as
"you" or the like.
1. As to each sight or time draft or acceptance under or purporting
to be under the Credit, we agree (a) in the case of each sight draft, to pay you
at your office, on demand, in lawful currency of the United States, the amount
of each such draft, or, if so demanded by you, to pay to you at your office in
advance in such currency, the amount required to pay each such draft; and (b) in
the case of each time draft or acceptance, to pay to you, at your office, in
lawful currency of the United States, the amount thereof on demand but in any
event not later than one business day prior to maturity, or in case the time
draft or acceptance is not payable at your office, then on demand but in any
event in time to reach the place of payment in the course of the mails not later
than one business day prior to maturity.
2. We agree that in the event of any extension of the maturity or
time for presentation of drafts, acceptances or documents, or any other
modification of the terms of the Credit acceptable to you, including any
increase in the amount of the Credit, this agreement shall be binding upon us
with regard to the Credit so increased or otherwise modified by you.
3. The users of the Credit and the drawers of any drafts shall be
deemed our agents and we assume all risks of their acts or omissions. Should the
beneficiary submit or negotiate drafts, such negotiations shall be considered
properly effectuated under the Credit and shall be included under the terms and
subject to all conditions hereof. We agree to hold you indemnified and harmless
against any and all loss or liability howsoever arising from or in connection
with the Credit.
4. In addition to the Security Agreement and Real Property Mortgage
of even date herewith, each of us agrees at anytime and from time to time, on
demand, to deliver, convey, transfer or assign to you, as security for any and
all of the obligations and liabilities hereunder of us, or any of us, and also
for any and all other obligations and liabilities, absolute or contingent, due
or to become due, which are now or may at any time hereafter be owing by us or
any of us to you in connection with this agreement or the credit, additional
security of a value and character satisfactory to you or to make such payment as
you may require. Each of us agrees that upon the failure by us or any of us
(each of the following, an "Event of Default") at all times to deliver security
to you as demanded by you and to keep a margin of security with you satisfactory
to you, or upon the non-performance of or default with respect to any agreement,
or obligation or condition herein contained, upon any misrepresentation by us to
you for the purpose of obtaining this agreement or any extension thereof, or
upon any failure to pay any indebtedness due to you from us or any of us in
connection with this agreement, or in the event of the failure, insolvency, or
bankruptcy of us or any of us including the filing of a petition in bankruptcy
by or against, the appointment of or the filing of an application for the
appointment of any receiver for, the filing of a petition under any bankruptcy
or similar act seeking a reorganization, arrangement of indebtedness or any
other relief for or in the respect of, the appointment of a trustee, liquidator
or any committee whatsoever, by any court proceedings or otherwise, for the
institution of equitable insolvency or statutory or other dissolution by or
against, an assignment for the benefit of creditors by, the entry of judgment
against, the suspension of business by, and/or a levy under attachment, warrant
of distraint, garnishment or execution upon any property or assets of, us or any
of us, or upon any other act or occurrence indicating in your sole judgment the
probable insolvency of us or any of us, however expressed or indicated, then all
obligations, acceptance and liabilities whatsoever of us or any of us to you
shall thereupon become and be immediately due and payable without demand or
notice, at your option, notwithstanding any credit or time allowed to us or any
of us, in any instrument evidencing any such obligations or liabilities or
otherwise; and each of us, as to property in which we or any of us may have any
interest as aforesaid, or may have had possession or custody as aforesaid,
expressly authorize you in any such event, to sell, assign and deliver
immediately (but you shall not be obliged to do so), without demand for payment,
without advertisement and without notice to us or any of us, all of which are
hereby expressly waived, any and/or all such property including property arrived
or to arrive, at private sale or at public auction or at any exchange brokers'
board or otherwise, at your option, in such parcel or parcels and at such time
or times and at such place or places and for such price or prices and upon terms
and conditions as you may deem proper, and to apply the net proceeds of any such
sale or sales, together with any balance of deposits and any sums credited by or
due from you to us or any of us in general account or otherwise, to the payment
as you shall determine in your sole discretion (without being required in
marshal assets), of any and all of the obligations or liabilities of us or any
of us to, howsoever arising, and to charge all expenses including expenses
incurred in the protection of your title to or lien upon or right in any such
property, expenses for legal services of any kind in connection therewith or in
making such sale or sales, insurance, commission for sale and guaranty. If any
such sale be at any exchange, brokers' board or at public auction, you may
yourself be a purchaser at such sale, free from any right of redemption which we
and each of us hereby expressly waive and release. Upon an Event of Default, the
amount we owe you shall bear interest (to be added to our liabilities to you) at
the rate of two percent (2%) over the rates applicable to your financial
accommodations contained in your respective reimbursement agreements ("Default
Rate").
5. You shall not be deemed to have waived any of your rights
hereunder unless you or your authorized agent shall have signed such waiver in
writing. No such waiver, unless expressly as stated therein, shall be effective
as to any transaction which occurs subsequent to the date of such waiver, nor as
to any continuance of a breach after such waiver. The undersigned, if more than
one, shall be jointly and severally liable hereunder and all provisions hereof
regarding liabilities or security of the undersigned shall apply to any
liability or any security of any or all of them. This instrument shall be deemed
a continuing agreement and the obligations hereof shall continue in full force
and effect notwithstanding any change that may occur in the parties to this
agreement whether such change shall arise from the death of one or more parties,
and the obligations hereof shall bind the heirs, executors, administrators,
successors and assigns of the undersigned, and shall inure to the benefit of
successors and assigns. All rights hereunder and the construction of this
agreement shall be determined in accordance with the laws of the State of
Indiana.
6. The word "property" as used in this agreement includes goods,
merchandise, securities, funds, choses in action, and any and all other forms of
property, whether real, personal or mixed and any right or interest therein. If
this agreement is signed by one individual, the terms "we", "our", "us" shall be
read throughout as "I", "my", "me", as the case may be. As to any corporation
which executes this agreement in its corporate name by its proper officers, such
execution shall bind only the corporation unless additionally signed by
individuals as such.
7. PAYMENT OF THIS REIMBURSEMENT AGREEMENT IS SUBORDINATE TO THE
CLAIMS OF LENDER IN THAT CERTAIN SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH
BETWEEN CREDITOR AND LENDER.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been signed as of the date first
above written, on this 12th day of December, 2000.
STARCRAFT:
NATIONAL MOBILITY CORPORATION STARCRAFT CORPORATION
By: /s/ Michael H. Schoeffler By: /s/ Michael H. Schoeffler
------------------------------- -------------------------------
Authorized Officer Authorized Officer
IMPERIAL AUTOMOTIVE GROUP, INC. STARCRAFT AUTOMOTIVE GROUP, INC.
By: /s/ Michael H. Schoeffler By: /s/ Michael H. Schoeffler
------------------------------- -------------------------------
Authorized Officer Authorized Officer
CREDITOR:
12-12-00 /s/ Kelly L. Rose
------------------------------- -------------------------------
Date Kelly L. Rose
12-12-00 /s/ G. Ray Stults
------------------------------- -------------------------------
Date G. Ray Stults
