Exhibit 10
PURCHASE AND SALE AGREEMENT
This Agreement made and entered into this 26th day of December, 2000,
by and between Eagle Transport, Inc., and Eagle Transportation Services, Inc.,
Ohio corporations, collectively hereinafter referred to as "Seller," ▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , hereinafter collectively referred to as "Stockholders,"
and Gasel Transportation Lines, Inc., an Ohio corporation , hereinafter referred
to as "Buyer."
The parties hereto agree as follows:
1. PURCHASE AND SALE.
Buyer hereby agrees to purchase from Seller and Seller hereby agrees
to sell to Buyer all of the tangible property belonging to Seller and as
described as follows:
(a) All Tractors and Refrigerated and Dry Van Trailers as per
Schedule A attached hereto.
In addition, Buyer hereby agrees to purchase from Seller and Seller
hereby agrees to sell to Buyer all of the intangible property belonging to
Seller and as described as follows:
(b) Seller's names, aliases, the rights to the phone numbers,
customer lists, contact lists, and generally the "book of business" owned
by Seller.
This Purchase and Sale Agreement does not include the real estate or
related warehousing operations of Seller and/or Stockholders.
2. PURCHASE PRICE.
The purchase price for all of the tangible property being sold
hereunder shall be equal to the amount of debt encumbering such property on the
Closing date and payable at Closing as follows:
(a) For those assets which are encumbered, payment of the debt
encumbering such assets, or an assumption of the liability thereon together
with an agreement from the lender releasing Stockholders from any personal
liability thereon and an indemnification agreement from Buyer in a form
attached hereto and acceptable to Seller whereby Buyer assumes all of the
liability for payment to the lienholder and indemnifies Seller from any
liability with respect to such debt. The amount of debt encumbering the
assets is set forth on Schedule A.
1
The purchase price for all of the intangible property being sold
hereunder shall be Five Hundred Sixty-two Thousand Five Hundred Dollars
($562,500.00) and payable at Closing as follows:
(b) A certificate for common shares of Buyer registered in the name
of the Seller for one hundred seventy-five thousand (175,000) shares. The
shares shall not be registered with the Securities & Exchange Commission
("SEC"); provided, however, that Seller, or its assigns, shall have the
right to piggy-back any Buyer registration statement being filed with the
SEC after one year from the Closing date, without cost to Seller, or its
assigns, and register the Seller's, or its assigns, shares for sale.
(c) A bank cashier's check in the amount of One Hundred Fifty
Thousand Dollars ($150,000.00) payable to the Seller.
(d) A promissory note from Buyer for the balance of the purchase
price of One Hundred Fifty Thousand Dollars ($150,000.00) payable to the
Seller. The terms of the promissory note shall be that it shall bear
interest at ten percent (10%) per annum, and shall be payable monthly at
the rate of two percent (2%) of gross revenues derived by Buyer from the
Eagle Division, as defined herein, for the previous month, payment to be
applied first to interest, until the principal amount shall have been paid
in full.
(e) Delivery to Seller of two warrants to purchase common shares of
Buyer, one to purchase 100,000 common shares at an exercise price of $2.50
per share, and one to purchase 75,000 common shares at an exercise price of
$3.00 per share; the warrants shall provide that they are exercisable any
time after the expiration of 1 year from the Closing date and shall expire
10 years from the Closing date and shall have an anti-dilution provision.
No value is prescribed to these warrants with respect to the purchase
price.
The purchase price shall be allocated among the assets being purchased
as set forth on Schedule B, which shall be prepared by Buyer and attached hereto
within thirty (30) days after the Closing date.
3. STOCKHOLDERS' WARRANTY OF OWNERSHIP OF STOCK AND AUTHORITY TO SELL.
Stockholders represent and warrant to Buyer that they are the owner
and holder of all the issued and outstanding capital stock of Seller and hereby
consent to the sale of the assets of the Seller on the terms and conditions set
forth herein. Seller agrees to furnish Buyer with a certified copy of a
resolution of the Boards of Directors authorizing the sale hereunder.
2
4. DATE OF SALE AND CLOSING.
The sale shall be completed on the "Closing date" as set forth in
Section 5 hereof, and title to and possession of the property being sold
hereunder shall pass to Buyer on that date, subject to the following:
(a) The closing shall take place in the offices of Seller or at such
other place as the parties may agree.
(b) At closing Seller shall deliver a ▇▇▇▇ of sale for all of the
property being purchased hereunder and assignments of certificates of title
for the tractors and trailers from Seller to Buyer, duly executed and
acknowledged by Seller.
(c) Delivery by Buyer to Seller of evidence that Stockholders have
been released from any personal liability with respect to the tangible
property being acquired hereunder, and if applicable, an Indemnification
Agreement, a certificate for the common shares in Buyer in an amount as set
forth hereinabove, delivery of the bank cashier's check in the amount of
One Hundred Fifty Thousand Dollars ($150,000.00), delivery of the two
warrants to purchase common shares of the Buyer in the amounts set forth
hereinabove, and delivery of a promissory note from Buyer in an amount as
set forth above and in a form as agreed to by the parties hereto, in the
aggregate total amount of the purchase price and payable as set forth in
Section 2, above.
(d) Possession and delivery of the tractors and refrigerated and dry
van trailers shall be made at the offices of Seller; however, for those
tractors and trailers that are not located at the offices of the Seller on
the Closing date because they are enroute, delivery and possession may be
delayed until they return to the Seller's offices, but no later than thirty
(30) days after closing. Transfer of such equipment shall be effective as
of the Closing date, and Buyer shall assume use of the such equipment as of
January 1, 2001, have the right to the income and be responsible for all
costs and expenses associated with such equipment thereafter.
5. CLOSING DATE.
The Closing date shall be before January 1, 2001, to be effective on
such date, unless extended by agreement of the parties.
6. INSTRUMENTS OF FURTHER ASSURANCE.
Following the Closing date Seller will, on request of Buyer, execute
and deliver to Buyer such further instruments in writing as may be required to
complete or evidence the transaction herein provided for and Buyer will, on
request, execute and deliver like instruments to Seller
3
7. OPERATIONS UNTIL CLOSING.
Seller agrees that is shall not between the date hereof and the
Closing date, enter into any transaction affecting the properties to be sold
hereunder other than in the usual and ordinary course of business. Seller agrees
to maintain in effect insurance policies on the property, up to and including
the Closing date hereunder or through December 31, 2000.
8. SALES, PURCHASE, OR USE TAX.
Any sales, purchase, or use tax under the law of the State of Ohio or
of any county, city, or subdivision thereof which may be payable by reason of
the sale of all or any portion of the property under this agreement shall be
borne by Buyer.
9. RECORDS.
Title to all of Seller's records, documents, and papers of every kind
and nature pertaining to the business in which the assets sold hereunder were
used shall remain in Seller (except that Seller shall give to Buyer a list of
Seller's customers), but any thereof which Buyer may reasonably require for use
in connection with the operation of said business after the Closing date shall
either be delivered to Buyer or made available to it in such manner as may best
meet the respective needs of the parties. In any case the party receiving or
retaining such records shall make them available to the other during a period of
six months following the Closing date. After the expiration of said six months
period either shall, before destroying any of such records received by it, offer
them to the other.
Buyer shall promptly forward to Seller all correspondence, mail,
payments, and documents received by Buyer after the Closing date which relate to
the operations of the Seller's business occurring prior to the closing.
10. USE OF CORPORATE NAME.
Buyer shall have the right to use the name Eagle Transport, Inc., and
Eagle Transportation Services, Inc. and Seller and Stockholders agree that they
will not authorize anyone else to use said name or any names substantially
similar thereto, and that they will not use said name or any names substantially
similar thereto except in the course of winding up the affairs of Seller. Buyer
agrees to indemnify and hold harmless Seller and Stockholders from any and all
liabilities or claims that might arise from the use of such name by Buyer. Buyer
and Seller agree that Buyer is not acquiring the warehousing business of Seller
and that Seller shall be entitled to use of the Eagle name in association with
the name "Warehousing" to designate Seller's warehousing business.
4
11. DELIVERY OF POSSESSION; DESTRUCTION OR DAMAGE OF PROPERTY PRIOR TO CLOSING;
FORCE MAJEURE.
At the time of closing, all property agreed to be sold hereunder shall
be delivered to Buyer in the same condition as at the close of business on the
date of execution of this Agreement, except for ordinary use and wear thereof,
changes occurring in the ordinary course of business between said date and the
Closing date, and damage or loss from causes beyond the reasonable power and
control of Seller; provided, however, that if at the time of closing the
tractors, trailers, machinery, equipment, and other tangible property to be sold
hereunder shall have suffered loss or damage on account of fire, flood,
accident, act of war, civil commotion, or any other cause or event beyond the
reasonable power and control of Seller (whether or not similar to the
foregoing), to an extent that substantially affects the value of the property to
be sold hereunder, Buyer shall have the right at its election to complete the
purchase, in which event it shall be entitled to all insurance proceeds
(excluding use and occupancy insurance proceeds) collectible by reason of such
loss or damage or, if it does not so elect, it shall have the right, which shall
be in lieu of any other right or remedy whatsoever, to terminate this contract.
In the latter event all parties shall be released from liability hereunder. If
such loss or damage does not substantially affect the value of such property,
Buyer shall complete the sale but shall be entitled to all insurance proceeds
(excluding use and occupancy insurance proceeds) collectible by reason of such
loss or damage. In any case where Buyer shall become entitled to insurance
proceeds by reason of loss or damage to assets agreed to be sold hereunder as
above provided, the purchase price of the assets so lost or damaged shall not be
reduced because of such loss or damage. Loss or damage shall be considered to
affect substantially the value of said property within the meaning of this
section if the purchase price allocated to such assets so lost or damaged
exceeds thirty percent (30%) of the purchase price for all such tangible assets.
Except as provided above, if for any cause beyond the reasonable power
and control of Seller it shall be unable to complete the sale hereunder in
accordance with its terms, Buyer may elect to accept as full performance such
partial performance by Seller as shall not be so prevented or if it does not so
elect its sole and exclusive remedy shall be to terminate this contract. In the
latter event all parties shall be released from all liability hereunder.
12. NOTICES.
All notices required or permitted to be given hereunder shall be in
writing and shall be sent by first-class mail postage prepaid, deposited in the
United States mail, and if intended for Stockholders or Seller shall be
addressed to ▇▇▇ ▇▇▇▇▇▇▇, at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and if intended
for Buyer shall be addressed to ▇▇▇▇▇▇▇ ▇. Post at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇. Any party may by written notice to the others change the address for
notices to be sent to it.
5
13. ASSIGNABILITY; SUCCESSORS AND ASSIGNS.
This agreement or any interest therein shall be assignable by Buyer
without the prior written consent of Seller so that Buyer may be able to obtain
refinancing of the tangible assets in order to have funds available at closing.
The provisions of this Agreement shall inure to the benefit of and bind the
successors and assigns of Seller, Stockholders and Buyer and their executors,
administrators, heirs, successors, and assigns.
14. WARRANTIES OF SELLER.
Buyer has been afforded full opportunity to examine the tangible
personal property to be purchased by it hereunder and no representations or
warranties whatever with respect thereto are made by Seller and Stockholders or
any of them, except that:
(a) Seller will have at the Closing date and will convey to Buyer
good and marketable title to all tangible property agreed to be sold by
Seller hereunder free and clear of any lien or encumbrance, except for
those specifically assumed by the Buyer and for which Buyer shall have
obtained the release of Stockholders from any personal liability with
respect thereto and shall have indemnified Seller with respect to payment
of such assumed liability.
(b) Seller has obtained, or will obtain before the Closing date, all
consents, releases, and permission of any kind or nature, whether from the
public authorities or otherwise, which may be required in connection with
the sale of Seller's assets or any part thereof under the provisions of
this agreement.
Seller and Stockholders have provided to Buyer financial statements
for Eagle Transport, Inc. and Eagle Transportation Services, Inc., including
balance sheets and income statements for the years ending December 31, 1999, and
1998, and for the interim period ending September 30, 2000, together with copies
of the tax returns for the Seller companies for the years 1999 and 1998. Seller
and Stockholders represent and warrant that these financial statements have been
prepared in accordance with generally accepted accounting principles, that to
the best of their knowledge and belief, that they fairly and accurately reflect
the business and assets of the Seller companies as of the date of the statements
and returns, and that Seller and Stockholders recognize and acknowledge that
Buyer has relied upon these statements and returns in evaluating the business of
the Seller and determining the value of the Seller's assets being purchased
hereunder.
15. BUYER'S REPRESENTATIONS.
Buyer is a corporation in good standing under the laws of the State of
Ohio and has been duly authorized to enter into this agreement and at closing it
will be duly authorized to purchase the property being sold hereunder. Buyer is
a registered company under Section 12(G) of the Securities Exchange Act of 1934,
as amended, and is current on all filings required to be made by Buyer. Buyer
represents and warrants that the
6
information contained in its last filed Amended Form 10-SB and the Forms 10-QSB
that were filed subsequent thereto, were true and accurate as of the date they
were filed.
Buyer will obtain liability insurance on the tractors and trailers
from the date of closing in an amount of not less than $1,000,000 and will
maintain same and hold harmless and indemnify Seller and Stockholders from any
and all liabilities and claims that may arise from the use of the tractors and
trailers being sold hereunder pending completion of the transfer of the titles
to such equipment from Seller to Buyer.
16. EAGLE DIVISION OF BUYER.
Buyer is purchasing the "book of business" and other intangibles of Seller for
the express purpose of maintaining the logistics and shipping business of Seller
at its existing offices and expanding such business. For purposes of this
Agreement, this office shall be referred to as the Eagle Division. Although
billing for shipping services that are arranged out of the Eagle Division shall
be done from the Buyer's offices in Marietta, Ohio, and Buyer shall determine if
it will accept business from shippers arranged by the Eagle Division, accounting
for the gross revenues of the Eagle Division shall be done by Buyer so that it
can be determined what are the gross revenues for this division.
17. STOCKHOLDERS EMPLOYMENT.
From and after the Closing date, Buyer shall employ ▇▇▇ ▇▇▇▇▇▇▇ as an
executive officer at an annual salary of $105,000, payable in periodic payments
as the other employees are paid. Said employment shall be through an employee
leasing arrangement with PeopLease, Corporation, and ▇▇▇ ▇▇▇▇▇▇▇ shall be
entitled to all of the benefits that employees of Buyer who are leased from
PeopLease, Corporation are entitled to receive. Employment shall be for a one
year term commencing January 1 2001, and shall continue for additional one year
terms unless either Buyer or ▇▇▇ ▇▇▇▇▇▇▇ parties shall notify the other in
writing at least sixty days prior to the expiration of a one year term that the
employment agreement will not be extended. For a term of 2 years after he
terminates employment with Buyer, ▇▇▇ ▇▇▇▇▇▇▇ shall not enter into employment
with another common and contract general commodities motor freight company or
own an interest therein; provided, however, that this non-competition clause
shall not be valid unless ▇▇▇ ▇▇▇▇▇▇▇ is terminated for "good cause" or the
annual gross revenues of the Eagle Division are less than Seven Million Five
Hundred Thousand Dollars ($7,500,000). "Good cause" shall be defined as the
inability of ▇▇▇ ▇▇▇▇▇▇▇ to render services or perform his duties by reason of
illness, incapacity or injury for a period of sixty (60) consecutive days, his
death, or the commission by him of any act of misconduct or insubordination.
Further, such non-competition clause shall not be valid if he is terminated by
reason of the Buyer ceasing its business operations by reason of merger,
consolidation, sale of all or substantially all of its assets, dissolution or
winding up the affairs of the Buyer, or the Buyer not extending the contract
beyond the expiration of a one year term. ▇▇▇ ▇▇▇▇▇▇▇ and Buyer may enter into a
separate employment agreement to further define the provisions of this
paragraph, and is such event, the terms of the employment agreement shall be
controlling.
7
In addition to his salary, ▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to receive
five thousand (5,000) warrants to purchase common shares of the Buyer at an
exercise price of $2.50 per share, adjusted for any stock divisions after the
Closing date, for each One Million Dollars ($1,000,000) in gross revenues per
annum that the gross revenues of the Eagle Division shall exceed Nine Million
Dollars ($9,000,000) per annum. Said warrants shall be exercisable at any time
after their issuance, shall have an expiration date of ten (10) years from
issuance, but must be exercised while Stockholders is an employee of Buyer
(including through the PeopLease Corporation, or some similar employee leasing
arrangement) or within six (6) months after his termination of employment. ▇▇▇
▇▇▇▇▇▇▇ shall also be entitled to reimbursement for his auto expenses at an
amount equal to the greater of the actual mileage driven on Buyer business at a
rate of $0.32 per mile or the monthly payment for leasing or purchasing such
vehicle.
Further, at Closing, or as soon thereafter that Buyer shall obtain
Officers and Directors liability insurance for errors and omissions, Buyer shall
expand its Board of Directors to 5 members, and shall include ▇▇▇ ▇▇▇▇▇▇▇ as one
of the Directors. Buyer shall diligently pursue obtaining such insurance so that
▇▇▇ ▇▇▇▇▇▇▇ may be included on the Board of Directors as quickly as possible
after the closing.
Buyer would like to have ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ available to provide
information and to assist ▇▇▇ ▇▇▇▇▇▇▇ from time to time. She agrees to do so in
exchange for reimbursement of her auto expenses at an amount equal to the
greater of the actual mileage driven on Buyer business at a rate of $0.32 per
mile or the monthly payment for leasing or purchasing her current vehicle.
For a term of 2 years after the Closing date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall
not enter into employment with another common and contract general commodities
motor freight company or own an interest therein; provided, however, that this
non-competition clause shall not be valid if the Buyer ceases its business
operations by reason of merger, consolidation, sale of all or substantially all
of its assets, dissolution or winding up its affairs.
18. CONDITIONS PRECEDENT.
Because they are invaluable to the business of Seller that Buyer is
purchasing hereunder, the employment of Stockholders is important to Buyer being
able to operate the Eagle Division after this transaction is completed.
Therefore, the Stockholders agreeing to the employment arrangements mentioned
herein with respect to each of them, as evidenced by their executing this
Agreement individually with respect to these employment arrangements is a
condition precedent to Buyer closing this transaction.
8
19. OFFICE RENTAL.
From and after the Closing date, Stockholders, through their company,
ETS Leasing, Ltd., shall lease to Buyer, and Buyer shall lease from
Stockholders' company, the current offices of Seller, which shall include
utilities and the upstairs office space located in warehouse #1, for the Eagle
Division, at a monthly rental rate of $3,000. The office space shall include the
use of the following that are currently used by Seller in its business at the
existing office facility: telephone system, furniture, office equipment, and
computers. Any additional items that shall be needed for the Eagle Division
shall be the responsibility of Buyer to obtain.
Within sixty (60) days of Closing date, Buyer and ETS Leasing, Ltd.,
shall enter into a written lease for the office memorializing the forgoing
paragraph. Said lease agreement shall include that the lease is for a term of 5
years, with the right of Buyer to renew the lease for two additional five year
terms at a rate as agreed by the parties to the lease, or if they cannot agree,
at an increased rate of 10% from the rate for the previous term. Said lease
shall provide that it may be terminated by Buyer upon 120 days prior written
notice.
20. NO OTHER AGREEMENTS, WARRANTIES, OR UNDERSTANDINGS.
All terms, covenants, and conditions of this agreement are set forth
herein and there are no warranties, agreements, or understandings, express or
implied, except such as are expressly set forth herein.
21. APPLICABLE LAW.
This agreement is to be governed by and construed under the laws of
the State of Ohio.
22. ARBITRATION.
All disputes and claims relating to any provision of this Agreement,
or relating to or arising out of the parties' relationship or creation or
termination thereof (including, without limitation, any claim that any provision
of this Agreement or any obligation of Seller, Buyer or Stockholders is illegal
or otherwise unenforceable or voidable under any law, ordinance or ruling) shall
be settled by arbitration in Columbus, Ohio, in accordance with the United
States Arbitration Act (9 U.S.C. Section 1 et sec.) and the rules of the
American Arbitration Association. All awards of the arbitration shall be binding
and non-appealable except as otherwise provided in the United States Arbitration
Act. Judgment upon the award of the arbitrator may be entered in any court
having jurisdiction thereof.
9
23. HEADINGS.
The headings contained herein are for convenience only and shall have
no meaning in the construction of this agreement.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ BUYER
---------------------- Gasel Transportation Lines, Inc.
Witness ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. Post
---------------------- ------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Post, President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ SELLER
--------------------- Eagle Transport, Inc.
Witness ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------- -------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- -------------------------------
Witness ▇▇▇▇▇▇ ▇▇▇▇▇ Secretary
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Eagle Transportation Services, Inc.
----------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇ ▇▇▇▇▇▇▇
----------------------- --------------------------------
Witness ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- ---------------------------------
Witness ▇▇▇▇▇▇ ▇▇▇▇▇ Secretary
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ STOCKHOLDERS
----------------------
Witness ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------- -----------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- -----------------------------------
Witness ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇
I agree to be employed by Buyer in accordance with the terms set forth
hereinabove for my Employment.
Dated: 12/26/00 /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------- ----------------------------------
▇▇▇ ▇▇▇▇▇▇▇
Dated: 12/26/00 /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Sworn to before me and subscribed in my presence this 26th day of December 2000
by ▇▇▇▇▇▇▇ ▇. Post, President, ▇▇▇ ▇▇▇▇▇▇▇, President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Secretary, ▇▇▇ ▇▇▇▇▇▇▇, President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary, ▇▇▇ ▇▇▇▇▇▇▇,
Stockholder and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Stockholder.
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NOTARY PUBLIC STATE OF OHIO ------------------------
[Commission Expiration Illegible] Notary Public
[SEAL]
Schedule A
UNIT YEAR MAKE VRIH VIN # LENGTH LOAN
TRAILERS 12/31/2000
5300 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 $181,359.00
5301 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5302 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5303 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5304 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5305 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5306 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5307 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5308 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5309 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
510 1995 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
520 1995 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
530 1995 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
540 1995 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8403 1996 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8405 1996 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
550 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 $9,995.91
560 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
570 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
580 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
590 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
600 1996 MONON VIH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
5310 1996 MONON V ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 $4,826.96
5320 1996 MONON V ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5330 1996 MONON V ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
5340 1996 MONON V ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 X
8400 1996 UTILITY R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 $4,496.48
4801 1993 UTILITY R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8401 1998 TRAILMOBILE R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 $9,541.46
8402 1998 TRAILMOBILE R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
610 1998 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
620 1998 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
630 1998 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
650 1998 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8404 1994 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 $8,860.13
8406 1994 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
8407 1994 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48 X
5350 1999 TRAILMOBILE R 1PTO1ANHXX9005150 53
5360 1999 TRAILMOBILE R 1PTO1ANH1X9005151 53
8408 1992 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8409 1992 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8410 1992 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
8411 1992 GD R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 48
5370 2000 TRAILMOBILE R ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 $48,123.33
5380 2000 TRAILMOBILE R 1PTO1ANHXY8001462 53 X
260953 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 LEASE
260954 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 LEASE
260955 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 LEASE
260956 1999 MONON IV ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 53 LEASE
TOTAL $267,203.27
1
UNIT YEAR MAKE VRIH VIN# LENGTH LOAN
DEC 29,2000
TRACTORS S-D
294 1999 VOLVO S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $59,301.74
295 1999 VOLVO S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $59,301.74
296 1999 VOLVO S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $59,301.74
297 1999 VOLVO S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $59,301.74
298 1999 VOLVO S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $59,301.74
491 1999 VOLVO D ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $33,841.00
551 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $73,668.00
552 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $73,668.00
553 2000 FREIGHTLINER S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $73,668.00
554 2000 FREIGHTLINER S ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ $73,668.00
TOTAL $625,021.70
2
CURRENT PAYOFF
DESCRIPTION BALANCE DATE PAYMENT
12/20/2000
8400 #34 $ 4,496.48 Mar-01 $1,666.67 PRINCIPLE PLUS INT
550 THRU 600 HNB $ 9,995.91 May-01 $2,012.76 P & I @ 8.75% *
▇▇▇▇-▇▇▇▇-▇▇▇▇ #▇▇ $ 8,860.13 Mar-01 $2,953.39 PRINCIPLE PLUS INT
5310THRU5340 #42 $ 4,826.96 Jul-01 $ 996.00 PRINCIPLE PLUS INT
▇▇▇▇-▇▇▇▇ #▇▇ $ 9,541.46 May-01 $2,054.02 PRINCIPLE PLUS INT
▇▇▇▇-▇▇▇▇ #▇▇▇ $ 48,123.33 Sep-01 $1,244.59 P & I @9.00% AMORT 125
5300THRU5309 ▇▇▇▇▇ $181,359.00 Sep-04 $3,365.31 P&I @ 9.00% **
260953-260956 LEASE TERM 12/01 $ 310.00 EACH
294 $ 59,301.74 Mar-04 $1,675.97 P&I 7.75% $1 BUYOUT
295 $ 59,301.74 Mar-04 $1,675.97 P&I 7.75% $1 BUYOUT
296 $ 59,301.74 Mar-04 $1,675.97 P&I 7.75% $1 BUYOUT
297 $ 59,301.74 Mar-04 $1,675.97 P&I 7.75% $1 BUYOUT
299 $ 59,301.74 Mar-04 $1,675.97 P&I 7.75% $1 BUYOUT
491 $ 33,841.00 Mar-03 $1,371.42 P&I 8.50%
303 $ 73,668.00 Aug-04 $1,742.28 P&1 8.5% $1 BUYOUT
304 $ 73,668.00 Aug-04 $1,742.28 P&1 8.5% $1 BUYOUT
305 $ 73,668.00 Aug-04 $1,742.28 P&1 8.5% $1 BUYOUT
306 $ 73,668.00 Aug-04 $1,742.28 P&1 8.5% $1 BUYOUT
* AMORT LOAN 2230
** TRAC LEASE 30% RESIDUAL $6,273
3
