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EXHIBIT 10.2
FIRST UNION COMMERCIAL CORPORATION COMMITMENT LETTER
USA TRUCK, INC.
January 11, 2000
Mr. Jerry D. Orler
Chief Financial Officer
USA Truck, Inc.
3200 Industrial Park Road
Van Buren, Arkansas 72956
Dear Jerry:
It is a pleasure to inform you that we hereby offer to enter into a leasing
transaction with you under the terms and conditions set forth in this Commitment
Letter.
1. LESSEE: USA Truck, Inc.
2. LESSOR: First Union Commercial Corporation.
3. DESCRIPTION OF EQUIPMENT:
Type A Equipment: Approximately two hundred fourteen (214) new
International highway tractors.
Type B Equipment: Five (5) new International trainer tractors.
4. COST OF EQUIPMENT: Up to $15,600,000.00 in the aggregate.
5. EQUIPMENT LOCATION: Continental United States.
6. LEASE TERM:
Type A Equipment: Forty-two (42) months.
Type B Equipment: Thirty-six (36) months.
7. LEASE PAYMENTS:
Type A Equipment: Lessee shall be required to make forty-two (42)
consecutive monthly payments, payable in arrears, each equal to the
following percentages.
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Month of Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Funding
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Monthly
Rental 1.705 1.702 1.699 1.696 1.6948 1.6920 1.6620 1.658 1.654 1.652 1.64888 1.64497
Rate 07 17 24 28 7 0 3 07 08 77
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Lease 6.40% 6.35% 6.31% 6.26% 6.24% 6.19% 5.71% 5.65% 5.58% 5.56% 5.50% 5.44%
Rate
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Type B Equipment: Lessee shall be required to make thirty-six (36)
consecutive monthly payments, payable in arrears, based on a lease rate of
6.34% and payment factor of 1.79291%.
The lease payments for the Equipment covered by this Commitment Letter
shall be an amount equal to the product of the cost of the Equipment
multiplied by the monthly rental rate. The monthly rental rate will be
determined by adjusting the lease rate in this transaction, which will
float from the date of this Commitment Letter until the equipment funding
date, based on the change in either the like term Treasury Note's yield to
maturity (*see below), or the one year LIBOR rate of 6.46%, as published in
the December 22nd, 1999 edition of the The Wall Street Journal and as
published on the equipment funding date. The lease rate in this transaction
will float up from the date of this Commitment Letter until the equipment
funding date based on the change in either the above-referenced Treasury
Note's yield to maturity or the one year LIBOR rate, whichever is greater.
The lease rate shall be increased by .01% for each corresponding increase
of .01% in the selected index. The lease rate in this transaction will
float down from the date of this Commitment Letter until the equipment
funding date based on the change in either the above-referenced Treasury
Note's yield to maturity or the one year LIBOR rate, whichever is less. The
lease rate shall be decreased by .01% for each corresponding decrease of
.02% in the selected index.
Treasury Note's Yield at
Funding month Treasury Note time of pricing
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January-April 6 5/8% March, 2002 6.20%
May-August 5 7/8% September, 2002 6.21%
September-December 5 3/4% April, 2003 6.27%
8. PURCHASE OPTION: At the expiration of the basic lease term, the Lessee
shall have the option to purchase the equipment for its then fair market
value.
9. TERMINAL RENTAL ADJUSTMENT CLAUSE: If the fair market value paid by the
Lessee or a third party exceeds or falls below forty-five percent (45%) of
the original equipment cost for Type A Equipment or fifty percent (50%) for
Type B Equipment, the excess will be refunded or the shortfall will be
reimbursed to Lessor by Lessee through a rental adjustment.
10. DEPRECIATION: For the account of the Lessor the assumption has been made
that the property qualifies for a three (3) year depreciable life based
upon its ADR guideline class of 00.26.
11. COMMITMENT EXPIRATION DATE: December 31, 2000. If the equipment has not
been (a) delivered at the above referenced location, accepted by Lessee and
the necessary Acceptance Certificates have not been executed prior to this
expiration date, or (b) an adverse change has occurred in Lessee's
financial condition since the date shown on the latest financial statement
which Lessee has furnished prior to the date of this letter, then, at
Lessor's option, Lessor may terminate its obligation under this commitment
or may re-commit under different conditions.
12. TYPE OF LEASE: The lease will be a net lease whereby Lessee will be
responsible for all expenses related to the use of the equipment including,
but not limited to, maintenance costs, taxes, and insurance coverage.
13. INDEMNIFICATION: Lessee shall indemnify Lessor against all hazards,
liabilities, claims, actions, contingencies, risks of loss, and loss of tax
benefits retained by Lessor caused by the acts or omissions of Lessee.
14. EXPENSES: Lessee shall bear expenses related to (i) preparation,
negotiation and the finalization of documents related to the transaction,
(ii) out-of-pocket expenses for lien searches, title searches and obtaining
certified copies of charter documents and good standing certificates, (iii)
title application, lien application and registration fees and financing
statement filing fees, and (iv) similar out-of-pocket expenses.
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15. FINANCIAL STATEMENTS: During the term of the lease, Lessee shall provide
Lessor with company prepared quarterly and annual audited financial
statements.
16. ASSIGNMENT: This commitment and the benefits and obligations hereunder
shall not be assignable by Lessee.
17. INSURANCE REQUIREMENT: As set forth in the attached Exhibit A with
policyholder as First Union Commercial Corporation.
18. DOCUMENTATION: This Commitment Letter is subject to obtaining a lease
document and other customary documentation, including without limitation,
title registration applications and UCC financing statements, containing
such terms and conditions, including additional terms and conditions to
those set forth herein, as is satisfactory to Lessor.
It is understood that we are not bound by the oral or written statement of any
employee or agent of ours, and that our obligations are contained only in this
letter or any amendment to it in writing, or in the Equipment Lease signed by
our authorized officer.
If you agree to enter into a leasing transaction on the terms set forth in this
letter, in the Equipment Lease and in the Schedule, please indicate your
acceptance by delivering the following to us within fifteen (15) days from the
date of this letter.
1. The Lessor counterpart of this letter executed by you;
2. The Lessor counterparts of the enclosed Equipment Lease and Schedule Nos. I
and No. II executed by you;
3. The enclosed Corporate Resolution with incumbency; and
4. Certificate of Lessee (more than 50% usage).
BY YOUR ACCEPTANCE HEREOF, YOU AGREE THAT THIS LETTER BECOMES A PART
OF THE EQUIPMENT LEASE REFERENCED ABOVE.
Please be assured that we shall be certain that you receive the best and most
efficient leasing service.
Sincerely,
FIRST UNION COMMERCIAL CORPORATION
/s/ JODY ROBERTS
Jody Roberts
Vice President
/s/ WILLIAM H. GRIER
William H. Grier
Vice President
We hereby agree to enter the equipment leasing transaction described above on
the terms and conditions set forth above and agree that the foregoing letter
shall be a part of the Equipment Lease referred to in such letter.
USA TRUCK, INC.
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By: /s/ JERRY D. ORLER
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Title: CFO & SEC.
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Date: January 12, 2000
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