EXHIBIT 10(v)
VOLVO TRUCK LEASE PLAN
TRUCK LEASE AGREEMENT (TRAC/Non-Maintenance)
THIS LEASE AGREEMENT is made as of December 20, 1995 by and between VT
Finance, Inc. (hereinafter called "Lessor"), a Delaware corporation with a place
of business located at P.O. Box 35129, Tulsa, OK 74153-0129 and American
Freightways, Inc. (hereinafter called "Lessee"), an Arkansas corporation with
its principal place of business located at 2200 Forward Drive, Harrison, AR
72602.
IN CONSIDERATION of the mutual covenants hereinafter contained, Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor, one or more
vehicles as shall from time to time be described in Schedules, Vehicle Purchase
Orders or Delivery Receipts executed by authorized employees and agents of
Lessee and accepted by Lessor, at its sole discretion, for the rental and lease
term and upon the terms and conditions set forth below:
1. THIS AGREEMENT is a contract of leasing only and shall consist of the
general terms and conditions stated herein which shall be applicable to
every Vehicle leased hereunder, any Schedule which may hereafter be
attached hereto describing certain Vehicles either individually or as a
class and the specific terms for each, and Delivery Receipts or other
evidences of ordering or delivery for each Vehicle delivered to Lessee
by Lessor. Without limiting the generality of the above, it is agreed
that the terms hereof may be changed for specific Vehicles by the
Schedules relating thereto. All of said Schedules, Delivery Receipts
and evidences of ordering or delivery are hereby incorporated by
reference and made a part hereof. Wherever used herein, the term
"Vehicle" or "Vehicles" shall mean such passenger automobiles, trucks
and other motor vehicles and trailers as are leased hereunder from time
to time, together with all additional equipment and accessories thereon.
Vehicles shall at all times remain the property of, and shall be
registered in the name of Lessor, but shall be under the full and
complete control of Lessee. During the term of this lease renewal of
registration in the name of Lessor shall be the responsibility and
expense of Lessee, and Lessor will, upon Lessee's request, furnish to
Lessee a power of attorney to this end. Lessee recognizes that it has
acquired no right, title, option or interest in or to any of the
Vehicles and agrees that it shall not assert any claim in or to an
interest in any Vehicle other than that of a lessee. Lessee agrees to
accept delivery of all vehicles ordered by Lessor pursuant to the
request of Lessee. Lessee shall at all times, and at its sole expense
and cost, keep the Vehicle(s) free from all levies, attachments, liens
and encumbrances and other judicial process other than those arising
solely from acts of Lessor. Lessee shall give Lessor immediate written
notice of any action taken by a third party which may jeopardize
Lessor's rights in any Vehicle and shall indemnify and hold Lessor
harmless from any loss or damages caused thereby.
2. LESSEE AGREES to pay Monthly Rental for each Vehicle in the amounts
stated in the Schedule "A" applicable to such Vehicle. Such amounts
shall be equal to the product of the Monthly Rental Factors stated in
such Schedule for such Vehicle multiplied by the Schedule "A" Value of
such Vehicle stated in such Schedule.
The Monthly Rentals are subject to final depreciation adjustment as
provided in Section 9 of this Lease, using a Final Adjustment Percentage
which is stated in the Schedule "B" applicable to such Vehicle.
"Schedule "A" Value" as used herein shall mean the amount designated as
such in the Schedule "A" for such Vehicle, representing the value of
such Vehicle as determined by Lessor.
Lessee acknowledges that Schedule "A" Values set forth in the Schedules
are based upon the manufacturer's price and the amount of required
equipment in effect on the date the Schedule is executed. If the
manufacturer's price increases or decreases or if additional items of
equipment are required on the Vehicle prior to or at the time of
delivery of the Vehicle to Lessee, the Schedule "A" Value of such
Vehicle will be adjusted by the amount of such increase or decrease and
by the cost to Lessor of the additional equipment. The "Residual
Value" assigned to each Vehicle represents the product of (a) the
Schedule "A" Value multiplied by (b) the Final Adjustment Percentage
corresponding to expiration of the Maximum Term for such Vehicle, and
is provided for informational purposes only.
In addition to the Monthly Rental, Lessee shall pay to Lessor upon
demand and as Additional Rental all other charges payable by Lessee
which have been paid by Lessor. Lessee also agrees to pay to Lessor,
at the time each Vehicle is delivered, the amount of any Advance
Rentals noted in the Schedule applicable to such Vehicle. All Advance
Rentals shall be held by Lessor and, provided Lessee is not in default,
applied to the payment of the last Monthly Rentals which are due for
the Vehicle to which they relate. If Lessee is in default Lessor may
apply the Advance Rentals to any of Lessee's obligations hereunder as
Lessor in its sole discretion may determine. No interest shall accrue
to Advance Rentals.
3. THE TERM of this Lease in relation to each Vehicle shall extend for a
period not in excess of the Maximum Term noted in the Schedule "A"
relating to such Vehicle. The Lease Term shall commence on the earlier
of (i) the date when such Vehicle is delivered to Lessee or (ii) forty-
eight hours after Lessee has been notified, orally or in writing, that
the Vehicle is ready for delivery (hereinafter called the "Delivery
Date"). If the Delivery Date for such Vehicle is on or before the
fifteenth day of a month, the Monthly Rental for such Vehicle shall
commence as of the first day of such calendar month and if the Delivery
Date for such Vehicle is on or after the sixteenth day of a month, the
Monthly Rental for such Vehicle shall commence on the first day of the
next succeeding calendar month. Lessee may terminate this Lease as to
any Vehicle on any anniversary of the Delivery Date for such Vehicle by
(i) giving notice to Lessor; (ii) returning such Vehicle to Lessor on
such anniversary date in accordance with Section 8 hereof; and (iii)
paying to Lessor any amount owing pursuant to Section 9 hereof relating
to such Vehicle. For each Vehicle so terminated, the term of this Lease
shall end on the earlier of (i) the date such Vehicle is sold in
accordance with Section 8 hereof or (ii) forty-five days after the later
of (a) such anniversary date or (b) the date the Vehicle is actually
returned to Lessor and for each Vehicle as to which the Maximum term has
expired, the term of this Lease shall end on the earlier of (i) the date
such Vehicle is sold in accordance with Section 8 hereof or (ii) forty-
five days after the later of (a) the last day of the Maximum Term or (b)
the date the Vehicle is actually returned to Lessor. If such date is
before the fifteenth day of a month, no Monthly Rental for such Vehicle
shall be payable for such month; if such date is on or after the
fifteenth day of a month, a full Monthly Rental shall be payable for
such month without proration. Lessee may terminate this Lease as to any
Vehicle effective at any other time only upon terms hereafter agreed to
by Lessor.
Lessor's failure to deliver vehicles at the time and places specified,
by reason of labor disorders or other circumstances or events beyond the
control of Lessor, shall not impute liability of any kind to Lessor.
4. THIS LEASE MAY BE TERMINATED by either party regarding vehicles not then
ordered or under lease by giving written notice thereof to the other
party at least five days in advance of the proposed termination date.
After the giving of such notice no additional or replacement vehicles
will be delivered for lease hereunder. Notwithstanding expiration or
termination, all of the provisions of this Lease shall continue in full
force and effect with
respect to each Vehicle then ordered pursuant to request of Lessee or
then under lease until the end of the lease term for such Vehicle as
provided in Section 3 hereof.
5. USE OF VEHICLES under this Lease is permitted only in the conduct of
Lessee's business in the United States and occasionally in Canada and
only for lawful purposes. No Vehicle shall be used off an improved road
or for transportation of passengers or of material designated as extra
hazardous, radioactive, flammable or explosive. Lessee will permit the
Vehicles to be operated only by safe and careful drivers who are
qualified and properly licensed in accordance with the laws of the
jurisdictions where such Vehicles are used. All operators of the
Vehicles will be conclusively presumed to be the agents, employees or
servants of Lessee and not of Lessor. Upon any complaint from Lessor
specifying illegal, negligent, reckless, careless or abusive handling of
the Vehicles, Lessee shall promptly take such steps as may be necessary
to stop and prevent the recurrence of any such practice. Lessee shall
in all respects comply, and cause all persons operating the Vehicles to
comply, with all applicable requirements of law (including but not
limited to rules, regulations, statutes and ordinances) relating to the
licensing, maintenance and operation of the Vehicles (including weight
limitations, tire requirements, load, axle and spring limits) and with
all terms and conditions of policies of insurance relating to the
Vehicle. Lessee shall immediately notify Lessor of any change of place
of permanent garaging of any Vehicle. Lessee agrees that it will not
load any Vehicle in excess of the lesser of (i) the payload capacity
noted in the manufacturer's specifications for such Vehicle or (ii) the
maximum amount permitted by applicable law.
6. MONTHLY RENTAL and all other amounts owing by Lessee shall be paid to
Lessor at its address stated on page one hereof or at such other place
as Lessor shall hereafter notify Lessee in writing.
Monthly Rentals shall be due and payable in advance on the first day of
each and every month during the term hereof; provided, however, that the
first Monthly Rental for a Vehicle with a Delivery Date on or before the
fifteenth day of a month shall be due and payable on the Delivery Date,
whether or not Lessee shall have received a statement for such amount.
Lessor will render to Lessee monthly statements of the amounts payable
on all Vehicles under this Lease and Lessee shall, within ten (10) days
after receipt of such statements, make payment by one check for each
such statement to the order of Lessor for the Monthly Rental,
Additional Rent and other sums, if any, covered by such statements
without abatement, off-set or counter-claim arising out of any
circumstance whatsoever. Lessee hereby waives any and all existing or
future claims of off-set against the Monthly Rentals, Additional Rents
and Adjusted Rents due hereunder, and agrees to make such payments
regardless of any off-set or claim which may be asserted by Lessee or
on its behalf. For each Monthly Rental or other sum due hereunder
which is not paid when due, Lessee agrees to pay Lessor a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the
period of delinquency or, at Lessor's option, 5% of such Monthly Rental
or other sum due hereunder, provided that such a delinquency charge is
not prohibited by law, otherwise at the highest rate Lessee can legally
obligate itself to pay and/or Lessor can legally collect.
7. FEES, TAXES, GOVERNMENTAL ASSESSMENTS AND CHARGES (INCLUDING INTEREST
AND PENALTIES THEREON) of whatsoever nature, by whomsoever payable,
(other than federal, state or local taxes levied on the net income of
Lessor) levied, assessed or incurred during the entire term of this
Lease in connection with the Vehicles including, but not limited to, the
titling and registration of the Vehicles in all jurisdictions required
by the nature of Lessee's business and the purchase, sale, ownership,
rental, use, inspection and operation thereof, shall be paid by Lessee.
In the event any of said fees, taxes, governmental assessments and
charges shall have been paid by Lessor, of if Lessor is required to
collect or pay any thereof, Lessee shall reimburse Lessor therefor, upon
demand, as Additional Rent, to
the end that Lessor shall receive the rental as provided in Sections 2
and 9 hereof as a net return on the Vehicles. If requested by Lessor,
Lessee agrees to file, or to refrain from filing, on behalf of Lessor
in form satisfactory to Lessor and before the due date thereof, all
required tax returns and reports concerning the Vehicles with all
appropriate governmental agencies and to mail a copy thereof to Lessor
concurrently with the filing thereof. Lessee further agrees to keep or
cause to be kept and made available to Lessor any and all necessary
records relative to the use of the Vehicles and/or pertaining to the
aforesaid fees, taxes, governmental assessments and charges. Lessee's
obligations under this Section shall survive the expiration or
termination of this Lease.
8. LESSEE SHALL RETURN each Vehicle to Lessor, at Lessee's expense, at the
expiration or termination of this Lease in relation to such Vehicle at
the location where delivery was made or at such other location as is
designated by Lessor in the same working order, condition and repair as
when received by Lessee, excepting only reasonable wear and tear caused
by normal usage of such Vehicle, together with all license plates,
registration certificates, or other documents relating to such Vehicle.
Upon request of Lessee, Lessor may at its sole discretion allow Lessee
to retain some or all of such license plates or other documents. Unless
otherwise agreed by Lessor, Lessee shall give Lessor at least sixty, and
not more than ninety, days notice of the return of any Vehicle. After
said return, Lessor shall cause such Vehicle to be sold at public or
private sale, at wholesale, for the highest cash offer received and
still open at the time of sale. The "net sale proceeds" for said
Vehicle shall be the net amount received by and paid to Lessor after
deducting the cost of sale, the cost of cleaning, repairing, equipping
or transporting said Vehicle and any other expenses of Lessor in
connection therewith.
9. FINAL ADJUSTMENT for each Vehicle will be made upon receipt of the net
sale proceeds therefor and, unless any default shall have occurred and
except as provided below; Lessor shall pay to Lessee the amount, if any,
by which the sum of (a) the net sale proceeds, and (b) surplus insurance
recoveries, if any, on such Vehicle, exceeds (c) a Final Adjustment
Amount, as defined herein, for such Vehicle calculated as of the rental
payment date next preceding the date such Vehicle was returned to Lessor
(referred to hereafter as the "Calculation Date"). The Final Adjustment
Amount for any Vehicle as of a Calculation Date shall be computed by
multiplying the Schedule "A" Value for such Vehicle by that percentage
("Final Adjustment Percentage") opposite the respective Calculation Date
as set forth in the Final Adjustment Table attached hereto as Schedule
B. If the sum of items (a) and (b) is less than item (c), Lessee shall,
within ten days after notice thereof, pay the deficiency to Lessor as
Adjusted Rental without abatement, off-set or counterclaim arising out
of any circumstance whatsoever. Lessor shall promptly determine the
aforesaid amounts and shall render statements therefor to Lessee.
Lessor may apply any sums received as proceeds from any Vehicle which
would otherwise be due to Lessee hereunder against any other obligation
of Lessee and Lessor may off-set the amount of any such rental
adjustment against any claim it may have against Lessee.
10. LOSS OF OR DAMAGE TO EACH VEHICLE and loss of use thereof, from
whatsoever cause, are risks hereby assumed by Lessee from the date
hereof until such Vehicle is returned to and sold by Lessor. If any
Vehicle is lost, stolen, damaged or destroyed, Lessee shall promptly
notify Lessor thereof. Lessor shall have no obligation to repair or
replace any such Vehicle. There shall be no abatement of rental
otherwise due hereunder during the period a Vehicle is stolen or missing
or during the time required for any repair, adjustment, servicing or
replacement of a Vehicle and Monthly Rentals will continue to accrue
until Final Adjustment is made. Final Adjustment in relation to lost,
stolen or destroyed Vehicles shall be made as provided in Section 9,
promptly after sale of the salvage and/or receipt of insurance proceeds,
as applicable or within forty-five days after such loss, theft or
destruction; whichever is earlier. For purposes of Final Adjustment,
lost or stolen Vehicles
shall be deemed to have been sold as of the date of such loss or
theft, and the amount of net sale proceeds therefor shall be deemed
to be zero. In no event shall Lessor be liable to Lessee, its
employees or agents for business or other losses by reason of loss,
theft, destruction, repair, servicing or replacement of any Vehicle.
11. A. LIABILITY AND PHYSICAL DAMAGE INSURANCE, for bodily injury and
property damage to others, and damage to or loss of Vehicles by
collision, fire, theft, or otherwise, from the time each Vehicle is
delivered to Lessee until the Vehicle is sold after return to Lessor and
legal title passes to the purchaser thereof, shall be purchased and
maintained by Lessee. Lessor shall not be required to order vehicles
for Lessee's use until binders disclosing insurance coverage as herein
provided have been delivered to Lessor. All insurance policies shall
provide primary coverage, shall name Lessor as additional insured, shall
be in such amounts and with such insurers as shall be approved by
Lessor, shall provide for a minimum of 15 days prior written notice to
Lessor before cancellation or material change for any reason, and shall
provide that no act or default of any person other than Lessor shall
affect Lessor's right to recovery under such policies. Minimum
requirements shall be $250,000.00 for bodily injury or death to any one
person; $750,000.00 for any one accident; $100,000.00 for property
damage; or a combined single limit of $750,000.00; and actual cash value
for fire, theft, comprehensive and collision. Deductible amounts shall
not be in excess of $2,500.00. Lessor may from time to time by notice
to Lessee specify higher minimum requirements or additional risks to be
insured against. Lessee shall deliver the policies or other
satisfactory evidence of insurance required hereunder to Lessor, but
Lessor shall be under no duty to examine such evidence of insurance now
to advise Lessee in the event said insurance is not in compliance with
this Lease. Evidence of renewal of all expiring policies will be
delivered to Lessor at least 60 days prior to their respective
expiration dates.
Lessor does not assume any liability for loss of or damage to the
contents or personal property contained in any Vehicles, and Lessee
hereby releases and saves Lessor free from any and all liability for
loss of or damage to any contents or personal property contained in said
Vehicles regardless of the circumstances under which such loss or damage
may occur.
11. B. INDEMNITIES: The term "Liabilities" as used herein shall include
any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements of whatsoever
kind and nature, including legal fees and expenses, (whether or not any
of the transactions contemplated hereby are consummated), imposed on,
incurred by or asserted against Lessor (which term as used herein shall
include Lessor's successors, assigns, agents, employees and servants) or
the Vehicles (whether by way of strict or absolute liability or
otherwise), and in any way relating to or arising out of this lease or
the selection, manufacture, purchase, acceptance, ownership, delivery,
non-delivery, lease, possession, use, operation, condition, servicing,
maintenance, repair, improvement, alteration, replacement, storage,
return or other disposition of the Vehicles including, but not limited
to, (i) claims as a result of latent, patent or other defects, whether
or not discoverable by Lessor or Lessee; (ii) claims for patent,
trademark or copyright infringement; (iii) tort claims of any kind,
(whether based on strict liability, on Lessor's alleged negligence or
otherwise), including claims for injury or damage to property or injury
or death to any person, (including Lessee's employees); and (iv) claims
for any interruption of service or loss of business or anticipatory
profits, or consequential damages. Lessor shall have no responsibility
or liability or Lessee, its successors or assigns, or any other person
with respect to any and all Liabilities and, irrespective of any
insurance coverage and commencing on the date each Vehicle is ready for
delivery to Lessee, Lessee hereby assumes liability for, and hereby
agrees, at its sole cost and expense, to indemnify, defend, protect,
save and keep harmless Lessor from and against any and all Liabilities.
Where a Vehicle is operated by Lessee with a trailer or other equipment
not covered by this Lease, then in such event, Lessee warrants that such
trailer or other
equipment will be in good operating condition, compatible in
all respects with the vehicles with which such trailer or
other equipment is to be used, and in all respects in full compliance
with all federal, state and local statutes, ordinances, rules or
regulations covering said trailer or other equipment, including but not
limited to all licensing and operating requirements. Lessee hereby
assumes liability for, and hereby agrees, at its sole cost and expense,
to indemnify, defend, protect, save and keep harmless Lessor from and
against any and all costs, expenses, damages, (including damages for
loss of any Vehicles leased hereunder) and Liabilities resulting from
Lessee's failure to properly connect, operate or maintain such trailer
or other equipment or to comply with any of the foregoing requirements
or from any other cause. Lessee agrees to give Lessor prompt written
notice of any claim or liability hereby indemnified against.
11. C. LESSEE'S TAX RELATED INDEMNITIES to Lessor are as follows:
(1) General Indemnity. Lessee agrees to pay and to indemnify and hold
Lessor harmless, on an after-tax basis, from and against all sales, use,
personal property, leasing, leasing use, stamp or other taxes, levies,
imposts, duties, charges, or withholdings of any nature (together with
any penalties, fines or interest thereon) now or hereafter imposed
against Lessor, Lessee or the Vehicles or any part thereof or upon the
purchase, ownership, delivery, leasing, possession, use, operation,
return or other disposition thereof, or upon the rentals, receipts or
earnings arising therefrom, or upon or with respect to this Lease
(excluding, however, Federal and State taxes on, or measured by, the net
income of Lessor). Lessee agrees to file, on behalf of Lessor, all
required tax returns concerning the Vehicles with all appropriate
governmental agencies and to furnish to Lessor a copy of each such
return, including evidence of payment, promptly after the due date of
each such filing; provided, that, in the event Lessee is not permitted to
file any such return on behalf of Lessor, then Lessee agrees to prepare
and forward each such return to Lessor in a timely manner with
instructions to Lessor with respect to the filing thereof.
(2) Income Tax Indemnity. Lessee and Lessor agree that Lessor shall be
entitled to accelerated cost recovery (or depreciation) deductions with
respect to the Vehicles, and should, under any circumstances whatsoever,
except as specifically below set forth, either the United States
government or any state tax authority disallow, eliminate, reduce,
recapture, or disqualify, in whole or in part, any benefits consisting of
accelerated cost recovery (or depreciation) deductions with respect to
any Vehicle, Lessee shall then indemnify Lessor by payment to Lessor,
upon demand, of a sum which shall be equal to the amount necessary to
permit Lessor to receive (on an after-tax basis over the full term of
this Lease) the same after-tax cash flow and after-tax yield assumed by
Lessor in evaluating the transactions contemplated by this Lease
(referred to hereafter as "Economic Return") that Lessor would have
realized had there not been a loss or disallowance of such benefits,
together with, on an after-tax basis, any interest or penalties which may
be assessed by the governmental authority with respect to such loss or
disallowance. In addition, if Lessee shall make any addition or
improvement to any Vehicle, and as a result thereof, Lessor is required
to include an additional amount in its taxable income, Lessee shall also
pay to Lessor, upon demand, an amount which shall be equal to the amount
necessary to permit Lessor to receive (on an after-tax basis over the
full term of this Lease) the same Economic Return that Lessor would have
realized had such addition or improvement not been made. Notwithstanding
the foregoing, Lessee's tax indemnification of Lessor shall not extend to
any change in Lessor's accelerated cost recovery (or depreciation) caused
by a change in tax law or policy.
Lessee shall not be obligated to pay any sums required in this subsection
11.C.(2) with respect to any Vehicle in the event the cause of the loss
of the deductions results solely from one or more of the following
events: (1) a failure of Lessor to timely claim accelerated cost
recovery (or depreciation) deductions for the Vehicle in Lessor's tax
return, other than a
failure resulting from the Lessor's determination, based upon
opinion of counsel or otherwise, that no reasonable basis
exists for claiming accelerated cost recovery (or depreciation)
deductions, or (2) a failure of Lessor to have sufficient gross income to
benefit from accelerated cost recovery (or depreciation) deductions.
Lessor agrees to promptly notify Lessee of any claim made by any federal
or state tax authority against the Lessor with respect to the
disallowance of such accelerated cost recovery (or depreciation)
deductions.
(3) Payment and Enforceability. All amounts payable by Lessee pursuant
to subsection 11.C.(1) or 11.C.(2) shall be payable directly to Lessor
except to the extent paid to a governmental agency or taxing authority.
All the indemnities contained in subsection 11.C.(1) or 11.C.(2) shall
continue in full force and effect notwithstanding the expiration or other
termination of this Lease in whole or in part and are expressly made for
the benefit of, and shall be enforceable by, Lessor. Lessee's
obligations under subsection 11.C.(1) and 11.C.(2) shall be that of
primary obligor irrespective of whether Lessor shall also be indemnified
with respect to the same matter under some other agreement by another
party.
(4) Duration. The obligations of Lessee under subsection 11.C. are
expressly made for the benefit of, and shall be enforceable by, Lessor
without necessity of declaring this Lease in default and Lessor may
initially proceed directly against Lessee under this subsection 11.C.
without first resorting to any other rights of indemnification it may
have. In the event that, during the continuance of this Lease, an event
occurs which gives rise to a liability pursuant to this subsection 11.C.,
such liability shall continue, notwithstanding the expiration or
termination of this Lease, until all payments or reimbursements with
respect to such liability are made.
11. D. ALL OF LESSEE'S obligations, indemnities and liabilities under this
Section 11 shall survive the expiration or termination of this Lease.
Notwithstanding anything else herein to the contrary, in the event that
Lessee fails to procure or maintain insurance as above provided or fails
to perform any other of Lessee's duties or obligations as set forth in
this Lease, Lessor may, but shall have no obligation to, obtain such
insurance at Lessee's expense and perform such other duties and
obligations of Lessee and any amounts expended therefor shall be due and
payable immediately as Additional Rent. Lessee shall not use or permit
the use of any Vehicle at any time when the insurance described above is
not in effect.
12. A. EXPENSE OF OPERATION AND MAINTENANCE of Vehicles in accordance with
manufacturer's recommendations and in condition satisfactory to Lessor,
including but not limited to, cost of fuel, oil, grease, repairs,
maintenance, tires, tubes, storage, parking, tolls, fines and penalties
shall be the responsibility and obligation of Lessee. Lessee shall
reimburse Lessor if Lessor shall pay any of such operating or
maintenance expenses. If tires or parts are removed from a Vehicle,
Lessee shall provide comparable replacements therefor and such
replacements shall become part of the Vehicles by accession. Lessor may
inspect the Vehicles and Lessee's books and records relating thereto at
any time during Lessor's usual business hours. Lessee shall not alter
any Vehicle without the prior written consent of Lessor unless such
alteration is required by law. Lessee agrees to remove all markings
from the Vehicles, at Lessee's expense, prior to the return of the
Vehicles to Lessor.
12. B. ADDITIONAL EQUIPMENT REQUIRED BY LAW. In the event that subsequent
to the Delivery Date of a Vehicle any federal, state or local law,
ordinance, rule or regulation shall require the installation of any
additional equipment or accessories, including but not limited to anti-
pollution and/or safety devices, or in the event that any other
modifications of the Vehicles shall be required by virtue of such law,
ordinance, rule or regulation, then and in any of such events, Lessee
shall pay the full cost thereof, including installation expenses.
Lessor may, at its option, arrange for the installation of such
equipment or the performance
of such modifications, and Lessee agrees to pay the full cost thereof
as Additional Rent, immediately upon receipt of an invoice for same.
13. NO WARRANTIES; LIMITATION ON LIABILITY: Lessee acknowledges and agrees
(i) that the Vehicles are of a size, design, capacity and manufacture
selected by Lessee, (ii) that the Lessor is not the manufacturer or
seller of the Vehicles or the manufacturer's or seller's agent and (iii)
that LESSEE LEASES THE VEHICLES "AS-IS" AND THAT LESSOR HAS NOT MADE,
AND DOES NOT HEREBY MAKE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE VALUE, CONDITION, QUALITY, MATERIAL, WORKMANSHIP,
DESIGN, CAPACITY, MERCHANTABILITY, DURABILITY, FITNESS OR SUITABILITY OF
THE VEHICLES FOR ANY USE OR PURPOSE OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED WITH RESPECT TO THE VEHICLES.
IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF OR DAMAGE TO CARGO, LOSS
OF PROFITS OR BUSINESS OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE, HOWSOEVER CAUSED. Provided Lessee is not in
default hereunder, during the term of this Lease as to any Vehicle,
Lessor hereby assigns to Lessee any rights Lessor may have under any
manufacturer's or seller's warranty, to the extent that such assignment
may be made without impairing Lessor's ability to assert such rights in
its own name under such warranty. No suit, claim or settlement shall be
brought or made by Lessee against or with the manufacturer or seller
without the prior written consent of Lessor.
14. A. DEFAULT under this Lease shall occur in the event (i) Lessee shall
fail to pay when due any part of the Monthly Rentals, Additional Rents
or Adjusted Rents payable hereunder or to provide or maintain the
insurance required hereby; (ii) any of Lessee's warranties or
representations shall be or become untrue or breached; (iii) Lessee
shall fail, after fifteen days notice thereof, to correct any failure in
the due performance and observance of any other of the covenants and
obligations of Lessee hereunder; (iv) Lessee shall default under any
other agreement with Lessor or its affiliates; (v) Lessee transfers a
substantial portion of its assets other than in the ordinary course of
business; (vi) a voluntary or involuntary petition under any statute
relating to bankruptcy, reorganization or receivership or under any
other statute relating to the relief of debtors shall be filed by or
against Lessee or any guarantor of Lessee's obligations hereunder; or
(vii) Lessee or any guarantor of Lessee's obligations hereunder shall
make an assignment for the benefit of creditors, admit in writing to
being insolvent or, if Lessee or such guarantor is a natural person, if
such person shall die.
14. B. LESSOR'S REMEDIES:
(1) In the event of such default described above, Lessor shall have no
further obligation to lease vehicles to Lessee and, at the option of
Lessor, all rights of Lessee hereunder and in and to the Vehicles shall
forthwith terminate. Upon such termination Lessee agrees that Lessor
may, without notice to Lessee, either take possession of any or all
Vehicles (with or without legal process) or require Lessee to return all
Vehicles forthwith to Lessor at such location as Lessor shall designate.
Lessee authorizes Lessor and Lessor's agents to enter any premises where
the Vehicles may be found for the purpose of repossessing the same. If
Lessor retakes possession of any of the Vehicles and at the time of such
retaking there shall be in, upon, or attached to the Vehicles any
property, goods, or things of value belonging to Lessee or in the custody
or control of Lessee, Lessor is hereby authorized to take possession of
such property, goods, and things of value and hold the same for Lessee or
to place such property, goods, or things of value in public storage for
the account of, and the expense of, Lessee. Lessor may at its option (i)
sell any or all of the Vehicles which are returned or repossessed
pursuant to this Section and hold Lessee liable for Adjusted Rental as
provided in Section 9, or (ii) lease any or all of the Vehicles to a
person other than Lessee for such term and such rental as Lessor may
elect in its sole discretion, and apply the proceeds of
such lease, after first deducting all costs and expenses relating to the
termination of this Lease and the retaking of the Vehicles, to Lessee's
obligations hereunder; provided, however, that Lessee shall pay to
Lessor immediately upon demand, as liquidated damages for loss of
bargain and not as a penalty, a sum with respect to each such Vehicle
which represents the excess of the present value at the time of
termination of all Monthly Rentals which would otherwise have accrued
hereunder to the end of the Maximum Term for such Vehicle over the
present value of the aggregate of the rentals to be paid for such
Vehicle by such third party for such period (such present values to be
computed in each case on the basis of a discount factor equal to the
per annum lending rate publicly announced from time to time by
Continental Illinois National Bank and Trust Company of Chicago
as its prime rate, base rate or reference rate for unsecured
loans of the shortest maturity to corporate borrowers in effect on the
date this Lease is terminated by Lessor, from the respective dates upon
which such Monthly Rentals would have been payable hereunder had this
Lease not been terminated). In addition to the other remedies set forth
herein, if any Vehicle is not returned to Lessor, or if Lessor is
prevented from taking possession thereof, Lessee shall pay to Lessor
immediately upon demand Adjusted Rental as provided in Section 9, as if
such Vehicle had been sold on the date this Lease was terminated, and the
amount of net sale proceeds therefor were zero.
(2) Whether or not the Vehicles are returned to, sold or leased by
Lessor, Lessor shall also recover from Lessee all unpaid Monthly Rentals,
Additional Rents and Adjusted Rents then due or owing together with all
costs and expenses, including attorneys' fees, incurred by Lessor in the
enforcement of its rights and remedies under this Lease. In addition,
Lessor may retain as liquidated damages all Monthly Rentals and
Additional Rents and sale proceeds received, including any refunds and
other sums which otherwise would be payable to Lessee, and a sum equal to
the aggregate of all Monthly Rentals and other amounts, including but not
limited to any early termination fee customarily charged by Lessor, (the
due dates of which Rentals and other amounts Lessor may accelerate at its
option) which would have been due during the period ending, for each
Vehicle, on the earliest date on which Lessee could have effectively
terminated this Lease as to such Vehicle pursuant to Section 3 if Lessee
had not defaulted.
(3) The remedies in this Lease provided in favor of Lessor shall not be
deemed exclusive or alternative, but shall be cumulative and shall be in
addition to all other remedies in its favor existing at law or in equity.
Lessee hereby waives any right to trial by jury in any action relating to
this Lease, as well as any requirements of law, now or hereafter in
effect, which might limit or modify any of the remedies herein provided,
to the extent that such waiver is permitted by law. The failure of
Lessor to exercise any of the rights granted it hereunder shall not
constitute a waiver of any such right or establish a custom or course of
dealing.
15. NEITHER THIS LEASE, any rights or obligations hereunder, nor any rights
in or to the Vehicles may be assigned or subleased by Lessee without the
prior written consent of Lessor and no such assignment or sublease shall
be valid or binding on Lessor. Lessor may assign this Lease or an
interest hereunder or in the Vehicles for any purpose without consent of
or notice to Lessee.
16. LESSEE AGREES that at any time and from time to time, after the
execution and delivery of this Lease, it shall, upon request of Lessor,
execute and deliver such further documents and do such further acts and
things as Lessor may reasonably request in order fully to effect the
purposes of this Lease and to protect Lessor's interest in the Vehicles,
including, but not limited to, furnishing any and all information
necessary to enable Lessor or its insurer to defend itself in any
litigation arising in connection herewith. Lessee hereby authorizes
Lessor to insert serial numbers, delivery and Monthly Rental due dates,
and other data on the
Schedules, Delivery Receipts and other documents relating hereto when
such numbers, dates and data become known to Lessor.
17. NOTICES required or permitted to be given hereunder shall be given in
writing either personally or by registered or certified mail addressed
to the respective party at its address listed on page one hereof or, if
such party has previously given notice of a change of address, to the
address specified in the last such notice of change of address. Notices
shall be deemed received when delivered if personally delivered or, if
mailed, two business days after deposit postage prepaid in the United
States mails.
18. THIS LEASE will become effective only upon acceptance by Lessor. This
form is intended for general use throughout the United States. Any
provision of this Lease which is prohibited or unenforceable in any
jurisdiction shall be ineffective in such jurisdiction to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. It is the intention of the parties hereto
that this contract constitute a lease for tax and other purposes;
however, if for purposes of perfection, this contract is interpreted by
any court as a lease intended as security, Lessee hereby grants to
Lessor a security interest in the vehicles. THIS AGREEMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
This Lease and any Schedules and other documents relating hereto may be
modified only in a writing signed by the party against whom enforcement
is sought. No vehicle dealer nor any employee or agent of any dealer or
of any other person has authority to make any representations to Lessee
on Lessor's behalf as to the performance of the Vehicles, or as to any
provision of this Lease or as to any other matter whatsoever. Lessee
has no authority to, and shall not, make any warranty or representation
concerning the Vehicles to any person on Lessor's behalf.
American Freightways, Inc. , Lessee
Witness (or Attest) By/s/Frank Conner
---------------------------------------------------
/s/David T. Shepherd Title Executive Vice President T.I.N. 71-0562003
- -------------------- ---------------------------------------------------
VT FINANCE, INC., LESSOR
Accepted on By/s/D. Collins Hicks
---------------------------------------------------
January 5, 1996 Title Authorizing Representative
- ---------------------- ---------------------------------------------------
(Date)
SCHEDULE A
----------
This Schedule A is attached to and made part of that certain
Used Vehicle Acquisition Agreement
dated 12/20/95 between American Freightways, Inc. and VT Finance, Inc.
DESCRIPTION OF VEHICLES
-----------------------
Serial Number Make Model Year (body type) Price
------------- ---- ----- ---- --------- -----
4V4VBAPF 6TN723685 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723686 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723687 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723688 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723689 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723690 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723691 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723692 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723693 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723694 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723695 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723696 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723697 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723698 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723699 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723700 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723701 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723702 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723703 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723704 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723705 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723706 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723707 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723708 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723709 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723710 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723711 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723712 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723713 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723714 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723715 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723716 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723717 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723718 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723719 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723720 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723721 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723722 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723723 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723724 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723725 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723726 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723727 Volvo WCA42T 1996 Tractor 56,253.00
Page 1
4V4VBAPF 9TN723728 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723729 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723730 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723731 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723732 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723733 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723734 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723735 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723736 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723737 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723738 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723739 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723740 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723741 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723742 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723743 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723744 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723745 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723746 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723747 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723748 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723749 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723750 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723751 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723752 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723753 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723754 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723755 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723756 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723757 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723758 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723759 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723760 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723761 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723762 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723763 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723764 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723765 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723766 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723767 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723768 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723769 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723770 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723771 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723772 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723773 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723774 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723775 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723776 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723777 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723778 Volvo WCA42T 1996 Tractor 56,253.00
Page 2
4V4VBAPF 4TN723779 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723780 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723781 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723782 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723783 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723784 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723786 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723787 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723788 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723789 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723790 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723791 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723792 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723793 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723794 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723795 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723796 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723797 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723798 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723799 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723800 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723801 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723802 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723803 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723804 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723805 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723806 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723807 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723808 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723809 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723810 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723811 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723812 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723813 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723814 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723815 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723816 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723817 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723818 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723819 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723820 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723821 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723822 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723823 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723824 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723825 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723826 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723827 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723828 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723829 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723830 Volvo WCA42T 1996 Tractor 56,253.00
Page 3
4V4VBAPF 2TN723831 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723832 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723833 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723834 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723835 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723836 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723837 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723838 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723839 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723840 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723841 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723842 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723843 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723844 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723845 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723846 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723847 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723848 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723849 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723850 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723851 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723852 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723853 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723854 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723855 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723856 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723857 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723858 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723859 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723860 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723861 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723862 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723863 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723864 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723865 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723866 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723867 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723868 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723869 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 1TN723870 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 3TN723871 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 5TN723872 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 7TN723873 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN723874 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 0TN723875 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 2TN723876 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723877 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723878 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 8TN723879 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 4TN723880 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 6TN723881 Volvo WCA42T 1996 Tractor 56,253.00
Page 4
4V4VBAPF 8TN723882 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF XTN723883 Volvo WCA42T 1996 Tractor 56,253.00
4V4VBAPF 9TN724295 Volvo WCA42T 1996 Tractor 56,253.00
-------------
Grand Totals 199 Units 11,194,347.00
=============
American Freightways, Inc. VT Finance, Inc.
By:/s/Frank Conner By:/s/D. Collins Hicks
- -------------------------------- ----------------------------------
Title: Executive Vice President Title: Authorizing Representative
- -------------------------------- ----------------------------------
Page 5