EXHIBIT 4.24
FLEET CAPITAL CORPORATION COMMITMENT AGREEMENT
USA TRUCK, INC.
October 21, 2002
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Chief Financial Officer
USA Truck, Inc.
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Dear Cliff:
Fleet Capital Corporation (FCC) is pleased to present the following proposed
TRAC lease line of credit structure:
LESSEE: USA Truck, Inc.
LESSOR: FCC or its assigns
EQUIPMENT: Approximately 130 Freightliner tractors, acceptable to Lessor.
ASSUMED DEPRECIATION: 3 Year Modified ACRS
EQUIPMENT COST: Approximately $10,000,000
EQUIPMENT LOCATION: Lessee address
DELIVERY
AND ACCEPTANCE: The Equipment will be delivered and accepted for lease no earlier than
finalization of lease documentation and no later than the date(s) specified under
Lease Payments.
LEASE TERM: Forty-two (42) months
LEASE PAYMENTS: For equipment placed on lease between January 1, 2003 and December 31, 2003:
Forty-two (42) consecutive monthly payments, each equal to the Rate
Factor per $1,000 of equipment cost, payable monthly in arrears as
follows:
DELIVERY RATE TRAC IMPLICIT RATE
MONTH FACTOR PERCENTAGE (INCLUDING TRAC)
-------- ------ ---------- ----------------
JAN $16.34 40% 3.45%
FEB $16.31 40% 3.41%
MAR $16.29 40% 3.37%
APR $16.27 40% 3.33%
MAY $16.26 40% 3.32%
JUNE $16.24 40% 3.29%
JULY $16.18 40% 3.19%
AUG $16.15 40% 3.13%
SEPT $16.11 40% 3.08%
OCT $16.10 40% 3.06%
NOV $16.07 40% 3.00%
DEC $16.04 40% 2.95%
The lease rate(s) will be subject to change depending upon the Lessor's cost of
funds at the time the transaction is funded. As an example, the factors quoted
herein of $16.34 per $1,000 of Equipment Cost has a lease rate of 3.45% and is
based upon Lessor's three year cost of funds of 2.49%. For every change in our
cost of funds (increase or decrease), an equivalent corresponding adjustment
will be made to the lease rate factors.
LEASE TERMINATION: Lessee shall have the option to terminate the lease after the Lease Term, upon
notice to the Lessor, by either selling the Equipment to an unrelated third
party or returning the Equipment to the Lessor, at such site mutually acceptable
to Lessor and Lessee. Lessor shall sell the Equipment within a reasonable time
after such Equipment has been returned to Lessor. If the net proceeds of the
sale of the Equipment initiated by the Lessee or the Lessor exceed the
termination value, such excess shall be for the account of the Lessee. If the
net proceeds of the sale are less than the termination value, the Lessee shall
be responsible for such deficiency. Lessee shall also have the right to purchase
the Equipment under the same terms and conditions as an unrelated third party.
The Termination Value amount equals the TRAC stated above as a percent of the
Equipment Cost.
TYPE OF LEASE: Lessee will pay all taxes when due and give notice to Lessor. Net lease
transaction whereby Lessee shall be responsible for the payment of all taxes
(other than Lessor's income taxes), fees to secure Lessor's Equipment security
position, insurance and maintenance and all other costs in connection with the
Equipment, and its operation. Lessee shall provide evidence of physical damage
and liability insurance with endorsements in amounts acceptable to the Lessor
prior to the delivery of the Equipment.
CREDIT EXPIRATION: Credit approval, if granted, and acceptance of the terms outlined in this proposal
shall remain in effect for the period specified under Lease Payments, but in no
event, longer than one (1) year from the date of this proposal and subject to no
material adverse change in the financial condition of the Lessee.
PROPOSAL
EXPIRATION DATE: This proposal shall remain in effect for fifteen (15) days from the date of this
letter.
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This proposal is not an agreement or commitment to lease. The Lessor's
obligation to provide the proposed structure is subject to an agreement between
Lessor and Lessee and other material terms of the proposed structure, the
obtaining of all prior approvals by Lessor, including credit committee approval,
and the review and execution of documentation mutually acceptable to Lessor and
Lessee. Our proposal is based upon current tax laws and any change in tax laws
prior to funding the Equipment which adversely affects the tax benefits
available to Lessor may require certain terms and conditions of this proposal to
be adjusted. The proposed financing is subject to the conditions that a clear
market exists for the syndication of the proposed financing and that no material
changes in governmental regulations or policies affecting the Lessee, Lessor, or
Assignee involved in this transaction occur prior to the Closing Date. FCC shall
be entitled, with the consultation of the Lessee, to readdress the pricing,
structure, or any other terms of this financing if FCC determines that such
changes are required in order to ensure a successful syndication.
If the above terms and conditions are acceptable, please acknowledge your
acceptance below and return this letter.
Thank you for the opportunity to present our proposal and we look forward to a
long and mutually beneficial relationship.
Sincerely,
FLEET CAPITAL CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Vice President
AWARD ACKNOWLEDGMENT
This proposal is acceptable to us,
And this financing is awarded to
Fleet Capital Corporation.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: C F O
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Date: November 5, 2002
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