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EXHIBIT 4.25
SUNTRUST LEASING CORPORATION LEASE PROPOSAL
USA TRUCK, INC.
LEASE PROPOSAL DATED NOVEMBER 3, 2000
LESSOR: SunTrust Leasing Corporation/or its assignee
or nominee
LESSEE: USA Truck, Inc.
EQUIPMENT: Freightliner FLD-120 Tractors
EQUIPMENT COST: Up to $16,500,000 in total lease
outstandings (estimated to be $8,330,000 in
new funding for the 2001 calendar year)
BASIC TERM: Forty Two (42) Months
BASIC TERM COMMENCEMENT DATE: The Basic Term will commence on the 30th day
of the month in which the funding occurs.
BASIC TERM RENTALS: Lease rentals are payable monthly in ARREARS
from the Basic Commencement Date.
Base Lease Monthly Rental Factor
Commencement Date (As a % of Equipment Cost)
----------------- --------------------------
January, 2001 1.69876
February, 2001 1.69520
March, 2001 1.69156
April, 2001 1.68827
May, 2001 1.68660
June, 2001 1.68334
July, 2001 1.66295
August, 2001 1.65793
September, 2001 1.65277
October, 2001 1.65027
November, 2001 1.64542
December, 2001 1.64046
The above Monthly Rental Factors are based
on current market conditions as of October
27, 2000. On this date the interpolated
yield for the three (3) year Treasury Note
is 5.84%. On the Funding Date the Monthly
Rental Factor will be adjusted upward or
downward by .011704% for every 25 basis
points change in the yield of the three (3)
year Treasury Note.
INTERIM LEASE TERM AND RENT: The Interim Lease Term will run from the
date the Equipment is accepted by the Lessee
to (but not including) the Basic Term
Commencement Date. Interim Rent will be paid
by the Lessee on the Basic Term Commencement
Date in an amount equal to the daily
equivalent of Basic Term Rentals.
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EARLY TERMINATION: In the event that any item of Equipment is
(i) damaged or destroyed to such extent that
it cannot be reasonably restored to normal
operating condition or (ii) seized or
condemned by governmental authorities (i.e.
eminent domain) or (iii) lost due to theft
or disappearance for a period in excess of
45 days, the Lease with respect to such
Equipment will terminate and the Lessee
thereof will pay the Stipulated Loss Value
with respect thereto.
NET LEASE: The Lease will be a net lease in that the
Lessee will be responsible for any and all
costs and expenses in connection with the
Equipment, including sales and use taxes,
and any other taxes with the exception of
federal and state net income taxes on the
net income of the Lessor. The Lessee is also
responsible for maintaining and insuring the
Equipment and for all fees; insurance
premiums; cost of installation, operations,
maintenance, repair, and rebuilding; and
other charges related to the use or
possession of the Equipment.
FEDERAL TAX INDEMNIFICATIONS: The Lessee will indemnify the Lessor for any
loss or deduction in federal tax benefits
based on the tax assumptions outlined above
if such loss or reduction is caused by (i)
any breach, inaccuracy or incorrectness of
any representation, warranty or covenant
made by the Lessee, (ii) the acts or
omissions (not including the execution of
documents contemplated hereby or any act or
omission expressly required or expressly
permitted by such documents) of the Lessee,
or (iii) any change in federal law with an
effective date that precedes the date of
acceptance of the Equipment for lease by the
Lessee. If an Investment Tax Credit
provision is passed, benefit will flow to
Lessee at the same lease rate as indicated
in this proposal.
MAINTENANCE: Lessee will maintain the Equipment leased by
it so that it remains in good operating
condition (ordinary wear and tear excepted)
and in compliance with any and all
applicable laws, regulations, and state
inspections.
END OF TERM OPTIONS: At the end of the Basic Term, the Lessee
shall have the option of purchasing the
Equipment or returning the Equipment to the
Lessor in accordance with the terms
described below.
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TERMINATION: At the satisfactory conclusion of the Basic
Term, the Lessee shall have the option to
purchase all, but not less than all, of the
equipment on a Lease Schedule. In this
event, the Lessee will have a purchase price
as follows:
Forty-Five Percent (45%) of the Equipment
Cost
In the event the Lessee chooses to return
the Equipment, the Lessor will sell the
Equipment. If the Net Proceeds of the sale
(after expenses) are greater than the
Purchase Price, the excess proceeds will be
returned to the Lessee. If the Net Proceeds
are less than the Purchase Price, the
difference between the proceeds and the
Purchase Price will be paid by the Lessee to
the Lessor as a final Rental Payment then
due.
DOCUMENTATION: This Proposal is not intended to address all
the final legal and documentation matters
pertaining to this lease. The lease
documentation will represent the final legal
agreement. The lease documentation will be
furnished by the Lessor.
DISCLAIMER: This proposal letter is not a commitment by
SunTrust Leasing Corporation to enter into
this lease. A commitment can be issued only
upon final approval by our Credit/Investment
Committee.