VEHICLE LEASE SERVICE AGREEMENT
PENSKE TRUCK LEASING CO., L.P., a Delaware limited partnership, ("PENSKE
TRUCK LEASING"), with an address at Xxxxx 00, Xxxxx Xxxxx, X.X. Xxx 000,
Xxxxxxx, XX 00000-0000, agrees to lease to Arizona Furniture Company
(indicated which) (X) a corporation under the laws of the State of AZ
a partnership; an individual ( "CUSTOMER"), with an address at
00000 X. Xxxx Xxxx #00 Xxxxxxxxxx,XX,00000
(Street Address) (City and State)
which agrees to lease from PENSKE TRUCK LEASING, the vehicle(s) described
in the Schedule(s) "A" (the "Vehicles") annexed to this
Vehicle Lease Service
Agreement ("VLSA"), now or hereafter. The term of the VLSA for each
Vehicle leased shall begin on the date that the Vehicle is placed in
CUSTOMER's service,
or forty-eight (48) hours after notice has been given by PENSKE TRUCK
LEASING to CUSTOMER that the Vehicle is available for delivery,
whichever occurs first,
and shall continue for the term specified in the Schedule "A", unless
terminated earlier as provided in this VLSA. Since more than one (1)
Vehicle may be leased
under this VLSA, it is agreed that this VLSA is an "installment lease
contract" as defined in Article 2A of the Uniform Commercial Code
("UCC").
Upon expiration or termination of the Vehicle's lease, CUSTOMER shall
(with the exception of a Vehicle purchased, pursuant to Article 16 hereof,
prior to the expiration of its lease term) return the Vehicle to the
PENSKE TRUCK LEASING service location shown on the Schedule "A" in the
same condition and appearance as when received, ordinary wear and tear
excepted. Any holding over after the expiration of the Vehicle's lease
term shall be on a week-to-week basis and subject to all the terms of this
VLSA, except that either party may terminate at any time during the period
of holding over upon one (1) week's prior written notice to the other,
provided all the other termination requirements set forth in Article 16
are satisfied.
1. MAINTENANCE AND REPAIR. PENSKE TRUCK LEASING agrees, at its own
cost and expense, to provide with respect to the Vehicles leased: (a) all
preventive maintenance, replacement parts, and repairs to keep the
Vehicles in good repair and operating condition; (b) oil and lubricants
necessary for the efficient operation of the Vehicles; (c) all necessary
tires and tubes; (d) road service due to mechanical and tire failures; (e)
periodic exterior washing; (f) initial painting and lettering of each
Vehicle according to CUSTOMER's specifications at the time the Vehicle is
placed into service, at a cost not exceeding the pervehicle allowance
specified in Schedule "A". In the event a Vehicle shall be disabled for
any reason, CUSTOMER and/or its driver shall immediately notify PENSKE
TRUCK LEASING. CUSTOMER agrees that A will not cause or permit any person
other than PENSKE TRUCK LEASING or persons authorized by PENSKE TRUCK
LEASING to make any repairs to a Vehicle, and shall abide by its
directions concerning emergency repairs. In the event a Vehicle is
disabled due to mechanical or tire failure, PENSKE TRUCK LEASING shall,
within a reasonable period of time after receipt of notification, properly
repair, or cause the repair of, the Vehicle. PENSKE TRUCK LEASING shall
have no responsibility for any repair or service to a Vehicle away from
its facilities unless authorized by PENSKE TRUCK LEASING and documented by
a properly receipted and itemized xxxx for such repairs or services,
listing the PENSKE TRUCK LEASING vehicle number.
CUSTOMER will cause its drivers to report any trouble concerning the
Vehicle not later than the date of occurrence on forms provided by PENSKE
TRUCK LEASING and to check oil and coolant levels in each Vehicle on a
daily basis to prevent damage and to return each Vehicle to PENSKE TRUCK
LEASING at the location set forth on Schedule "A", or as otherwise
directed by PENSKE TRUCK LEASING, for inspection, preventive maintenance,
and repair for a minimum of eight (8) consecutive hours every fourteen
(14) days during PENSKE TRUCK LEASING's normal business hours at scheduled
times as are mutually agreed upon.
2. SUBSTITUTE VEHICLES. If a Vehicle is temporarily disabled due to
mechanical failure, PENSKE TRUCK LEASING agrees to furnish a substitute
vehicle ("Substitute"), at no extra charge to CUSTOMER, in the equivalent
carrying capacity and design as the inoperable Vehicle, except that no
special painting, lettering, or any alteration need be made to the
Substitute. The Substitute shall be furnished to CUSTOMER whenever
possible at the place at which the original Vehicle was disabled and shall
be returned by CUSTOMER to the facility from which it was provided. PENSKE
TRUCK LEASING shall have no obligation to provide a Substitute, and the
Fixed Lease Charge for the inoperable Vehicle shall not xxxxx, if the
inoperable Vehicle is out of service because of damage resulting from
collision or upset, or is out of service for ordinary maintenance or
service, or for service or repairs to equipment for which it has no
responsibility, or if the Vehicle is inoperable as a result of CUSTOMER's
violation of any of the terms of this VLSA, or if the Vehicle contains a
truck body not owned or leased by PENSKE TRUCK LEASING or a specialized
body, or if the Vehicle is a specialized Vehicle. Failure of PENSKE TRUCK
LEASING to furnish a Substitute within a reasonable time, where it is
obligated hereunder to do so, shall cause the Fixed Lease Charge
applicable to the inoperable Vehicle to xxxxx until its return to
CUSTOMER's service or until a Substitute is tendered to CUSTOMER. If a
Vehicle is out of service because of collision or upset damage, PENSKE
TRUCK LEASING shall, at CUSTOMER's request, rent CUSTOMER a Substitute, if
available from its rental fleet, at a rental rate equal to the lease rate
of the inoperable Vehicle. Whether or not CUSTOMER rents a Vehicle from
PENSKE TRUCK LEASING while the Vehicle is out of service because of
collision or upset damage, the charges applicable to the out of service
Vehicle will not xxxxx. All Substitutes shall be subject to the terms of
this VLSA.
3. ADDITIONAL VEHICLES. At CUSTOMER's request, PENSKE TRUCK LEASING
shall supply additional vehicles, other than as substitutes for inoperable
Vehicles as specified in Article 2, for temporary use upon the terms set
forth in this VLSA, to the extent it has available sufficient vehicles of
the size and type requested at the facility which services CUSTOMER.
PENSKE TRUCK LEASING shall not be required to letter, paint, or alter such
additional vehicles. The rate to be paid by CUSTOMER for the use of any
additional vehicle shall be PENSKE TRUCK LEASING's then prevailing daily
rental rate for such vehicles in effect at its location from which the
additional vehicle is obtained, less fifteen percent (115%).
4. FUEL. The party designated on Schedule "A" shall provide all fuel
required for the operation of the Vehicle(s), including refrigeration
units whether owned by PENSKE TRUCK LEASING or otherwise. In the event
PENSKE TRUCK LEASING is designated, then CUSTOMER shall procure all fuel
from PENSKE TRUCK LEASING facilities or from facilities participating in
the PENSKE TRUCK LEASING Fuel Stop Program. In emergencies, CUSTOMER may
procure fuel from other sources at its own expense. CUSTOMER, upon
receiving an invoice from PENSKE TRUCK LEASING, will reimburse PENSKE
TRUCK LEASING at PENSKE TRUCK LEASING's actual cost for the fuel provided,
such cost to be developed and determined by PENSKE TRUCK LEASING in
accordance with standard cost accounting procedures applicable to it, plus
any applicable taxes and fees as provided in this VLSA.
If PENSKE TRUCK LEASING is designated on Schedule "A" to provide
fuel, PENSKE TRUCK LEASING shall, where permitted by law and upon
CUSTOMER's request, apply for fuel tax permits and rebill their cost to
CUSTOMER, and prepare and file fuel tax returns, provided CUSTOMER submits
weekly to PENSKE TRUCK LEASING all driver trip records, original fuel
receipts or invoices, and any other information necessary for the
preparation of such fuel tax returns. CUSTOMER shall reimburse PENSKE
TRUCK LEASING for any additional charge, assessment, tax, penalty, or
credit disallowed as a result of the untimely or improper submission of
such information by CUSTOMER. If CUSTOMER files the fuel tax returns,
CUSTOMER shall defend, indemnify and hold PENSKE TRUCK LEASING and its
partners harmless against all claims, losses and expenses resulting from
CUSTOMER's failure to timely and properly pay the fuel taxes.
5. LICENSES, TAXES AND PERMITS. PENSKE TRUCK LEASING shall, at its
own expense, register and title each Vehicle, and pay for any Vehicle
inspection fees in the state of registration of such Vehicle for the
licensed weight shown on the Schedule "A". PENSKE TRUCK LEASING shall also
pay the Federal Highway Use Tax and all personal property tax applicable
to such Vehicle in that domicile state. Any of the above amounts paid by
PENSKE TRUCK LEASING in excess of the amount included in the Fixed Lease
Charge shown on the Schedule "A" will be reimbursed by CUSTOMER to PENSKE
TRUCK LEASING. If permitted by law, PENSKE TRUCK LEASING shall obtain, at
CUSTOMER's expense, other vehicle licenses, registrations, or pro-rate or
state
I of 4
Form 1352-980 5M (7/00) P50 U
reciprocity plates, as CUSTOMER may request. Any increase in
these rates or fees or change in the method of assessment over
that in effect on the preparation date of the Schedule "A" will
be paid for by CUSTOMER.
Other than as set forth above, CUSTOMER shall pay for all
permits, plates, special licenses, fees, or taxes (including any
penalties or interest) required by CUSTOMER's business or now or
hereafter imposed upon the operation or use of the Vehicles, or
on this VLSA or on the charges accruing under this VLSA,
including, but not limited to, sales or use taxes, mileage or
ton mileage taxes, highway and bridge tolls, and any new and/or
additional taxes and fees. CUSTOMER shall also pay for all fuel
taxes paid by PENSKE TRUCK LEASING in excess of the fuel taxes
which would have been payable with respect to the fuel used by
CUSTOMER had such fuel been purchased in the state of
consumption.
6. LEASE CHARGES. CUSTOMER agrees to pay PENSKE TRUCK
LEASING the charges provided for under this VLSA within seven
(7) days of PENSKE TRUCK LEASING's rendering of an invoice,
without deduction or offset. PENSKE TRUCK LEASING shall (except
for fuel charges) invoice CUSTOMER on a monthly basis, including
the billing of fixed charges in advance and mileage charges in
arrears, and payment shall be made to the location designated by
PENSKE TRUCK LEASING. Charges for fuel shall be billed weekly.
Unless CUSTOMER shall protest the correctness of any invoice
within seven (7) days of its receipt, CUSTOMER agrees that such
invoice shall be presumed to be correct. CUSTOMER shall provide
PENSKE TRUCK LEASING with mileage readings for each Vehicle
within twenty-four (24) hours after the end of each week or as
otherwise agreed upon. Mileage shall be determined by means of a
standard mileage recording device attached to the Vehicle. In
the event such device falls to function or becomes detached, the
mileage shall be determined on the basis of the fuel consumed
and the average daily mileage for the preceding thirty (30) days
or by another reasonable method. CUSTOMER agrees that each
Vehicle will be operated according to the Estimated Annual
Mileage per Vehicle as listed on the applicable Schedule W. Any
mileage variation in excess of twenty percent (20%) above or
below the Estimated Annual Mileage per Vehicle may necessitate a
change to the Lease Term, the Fixed Lease Charge, the Mileage
Charge, and the Depreciation Credit per Month. Should CUSTOMER
fail to pay any charges when due, CUSTOMER shall pay interest on
such delinquent amounts at one and one-half percent (I (11/2%)
per month or the maximum permissible rate allowed in the
jurisdiction in which CUSTOMER's principal place of business is
located, whichever is lower, from the date on which payment was
due until paid, together with all expenses of collection and
reasonable attorneys' fees. This interest charge shall not be
construed as an agreement to accept late payments.
7. VEHICLE USE AND DRIVERS. CUSTOMER shall use the Vehicle
only in the normal and ordinary course of its business and
operations and in a careful, non-abusive manner, and not beyond
its capacity, and CUSTOMER shall not make any alterations to the
Vehicle without PENSKE TRUCK LEASING's prior written consent.
Subject to the terms of this VLSA, from the time of
delivery to CUSTOMER of any Vehicle covered by this VLSA,
CUSTOMER shall have exclusive possession, control and use of the
Vehicle until its return to PENSKE TRUCK LEASING. CUSTOMER
agrees that all Vehicles shall be operated by safe, qualified,
properly licensed drivers, who shall conclusively be presumed to
be CUSTOMER's agent, servant or employee only, and subject to
its exclusive direction and control. The Vehicles shall not be
operated: (a) by a driver in possession of or under the
influence of alcohol or any controlled drug, substance or
narcotic; (b) in a reckless or abusive manner; (c) off an
improved road; (d) on an underinflated tire; (e) improperly
loaded or loaded beyond maximum weight shown on the Schedule
"A"; or (f) in violation of any applicable laws, ordinances, or
rules; and CUSTOMER shall protect, defend, indemnify and hold
PENSKE TRUCK LEASING and its partners harmless from and against
all fines, claims, forfeitures, judgments, seizures,
confiscations and penalties arising out of any such occurrence.
CUSTOMER will be responsible for all expenses for removing or
towing any mired or snowbound Vehicle. CUSTOMER agrees not to
use, cause or permit any Vehicle to be used for the
transportation of hazardous materials as defined by regulations
promulgated by the United States Department of Transportation,
unless otherwise agreed to in writing by PENSKE TRUCK LEASING,
nor for any illegal purpose. CUSTOMER will cause each Vehicle to
be stored in a safe location.
Upon receipt of a written complaint from PENSKE TRUCK
LEASING specifying any reckless, careless, or abusive handling
by any driver of the Vehicle(s), CUSTOMER shall prohibit the
driver so identified from operating the Vehicle(s). In the event
that CUSTOMER shall fail to do so or shall be prevented from so
doing by any agreement with anyone on the drivers behalf,
CUSTOMER shall reimburse PENSKE TRUCK LEASING in full for any
loss and expense incurred by PENSKE TRUCK LEASING as a result of
operation or use of the Vehicle(s) by such driver; and CUSTOMER
shall protect, defend, indemnify and hold PENSKE TRUCK LEASING
and its partners harmless from and against any costs, expenses
or damages arising out of the operation of any Vehicle(s) by
such driver, not withstanding that PENSKE TRUCK LEASING may be
designated in this VLSA as responsible for extending liability
coverage or assuming the risk of loss of, or damage to, the
Vehicle(s). CUSTOMER authorizes PENSKE TRUCK LEASING to
investigate the driving record of each driver and test such
driver with respect to his ability to operate the Vehicle to
which he will be assigned, without prejudice to any right or
remedy of PENSKE TRUCK LEASING under this VLSA.
8. PHYSICAL DAMAGE TO VEHICLES. CUSTOMER assumes the risk
of loss of, or damage to, the Vehicle(s) covered by this VLSA
from any and every cause whatsoever, notwithstanding Section
2A-219(l) of the UCC, including, but not limited to, casualty,
collision, upset, fire, theft, malicious mischief, vandalism,
graffiti, glass breakage, and mysterious disappearance, except
as otherwise provided in this VLSA. Unless permission to
self-insure these obligations is given in writing by PENSKE
TRUCK LEASING, CUSTOMER shall, at its sole cost, procure and
maintain an automobile collision and comprehensive insurance
policy protecting PENSKE TRUCK LEASING and its partners against
any and all loss or damage to the Vehicles covered by this VLSA,
in form and amount satisfactory to PENSKE TRUCK LEASING, which
policy shall provide that losses, if any, shall be payable to
PENSKE TRUCK LEASING and/or its assignee as loss payee. CUSTOMER
shall deliver to PENSKE TRUCK LEASING a certificate of insurance
showing such coverage, prior to delivery to CUSTOMER of any
Vehicle covered by this VLSA. Each insurer shall agree, by
endorsement upon the policy issued by it, or by an independent
document provided to PENSKE TRUCK LEASING, that it shall give
PENSKE TRUCK LEASING thirty (30) days' prior written notice of
the effective date of any alteration or cancellation of such
policy, and that such notice shall be sent by registered or
certified mail postage prepaid, return receipt requested, to
PENSKE TRUCK LEASING CO., L.P., Xx. 00 Xxxxx Xxxxx, X.X. Xxx
000, Xxxxxxx, XX 00000-0000, Attention: Risk Management
Department.
CUSTOMER shall pay to PENSKE TRUCK LEASING the cost of
repairing and restoring the Vehicle to good working order, and
if, in PENSKE TRUCK LEASING's judgment, the Vehicle has been
lost, stolen, destroyed or damaged beyond repair, CUSTOMER shall
reimburse PENSKE TRUCK LEASING upon demand for all accrued lease
charges to the date of the occurrence, together with the
depreciated Schedule "A" value of such Vehicle immediately
preceding the occurrence, and, upon such payment, the lease of
the Vehicle shall terminate and the Vehicle shall become the
property of CUSTOMER, as-is, where-is.
9. LIABILITY COVERAGE. CUSTOMER shall, at its sole cost,
provide liability coverage for CUSTOMER and PENSKE TRUCK LEASING
and its partners and their respective agents, servants and
employees, in accordance with the standard provisions of a basic
automobile liability insurance policy as required in the
jurisdiction in which the Vehicle is operated, against liability
for bodily injury, including death, and property damage arising
out of the ownership, maintenance, use and operation of the
Vehicle(s) with limits of at least a combined single limit of
One Million Dollars ($1,000,000.00) per occurrence. Such
coverage shall be primary and not excess or contributory and
shall be in conformity with the motor vehicle minimum financial
responsibility laws as respects "Uninsured Motorist",
"No-Fault", or other optional coverages. Any liability insurance
obtained by PENSKE TRUCK LEASING shall be excess insurance over
all insurance obtained by CUSTOMER. Such coverage shall be
endorsed to include PENSKE TRUCK LEASING as an additional
insured and shall be in a form acceptable to PENSKE TRUCK
LEASING. CUSTOMER shall deliver a certificate of insurance
showing such coverage, prior to delivery to CUSTOMER of any
Vehicle covered by this VLSA. Each insurer shall agree, by
endorsement upon the policy issued by it, or by an independent
document provided to PENSKE TRUCK LEASING, that it shall give
PENSKE TRUCK LEASING thirty (30) days' prior written notice of
the effective date of any alteration or cancellation of such
policy and that such notice shall be sent in the manner
contemplated by Article 8.
CUSTOMER shall notify PENSKE TRUCK LEASING as well as
CUSTOMER's insurance company, of any loss of, or damage to, or
accident involving any Vehicle, immediately by telephone, and in
writing as soon as practicable thereafter, and shall cooperate
fully in the investigation, prosecution and/or defense of any
claim or suit and shall do nothing to impair or invalidate any
applicable liability, physical damage or cargo coverage.
10. INDEMNIFICATION. CUSTOMER shall protect, defend,
indemnify and hold harmless PENSKE TRUCK LEASING and its
partners and its agents, servants and employees from any and all
claims, suits, costs, losses, damages, expenses and liabilities
arising from: (a) CUSTOMER's failure to comply
2 of 4
Form 1352-980 5M (7/00) P50 U
with its obligations to governmental bodies having jurisdiction
over CUSTOMER and the Vehicles or its failure to comply with the
terms of this VLSA, or the ownership, use, selection,
possession, maintenance, and/or operation of the Vehicle; (b)
any liability imposed upon or assumed by CUSTOMER under any
Workers Compensation Act, plan or contract and any and all
injuries (including death) or property damage sustained by
CUSTOMER or any driver, agent, servant or employee of CUSTOMER;
or (c) CUSTOMER's failure to properly operate or maintain a
trailer or other equipment not leased by PENSKE TRUCK LEASING
under this VLSA, or to properly connect any trailer or other
equipment. Where the Vehicle is operated with a trailer or other
equipment not leased by PENSKE TRUCK LEASING under this VLSA,
then CUSTOMER warrants that such trailer or other equipment
shall be in good operating condition compatible in all respects
with the Vehicle with which it is to be used and in compliance
with all laws and regulations covering the trailer or other
equipment.
11. DELIVERY AND ACCEPTANCE OF VEHICLES. CUSTOMER has
selected the Vehicle(s), including the accessories, features and
design requirements set forth in Schedule(s) "S" and has
requested that PENSKE TRUCK LEASING arrange for the purchase of
the Vehicle(s) for lease to CUSTOMER under this VLSA. The
Vehicle(s) shall be delivered to CUSTOMER at the PENSKE TRUCK
LEASING location set forth in Schedule "A".
CUSTOMER shall inspect each Vehicle covered by this VLSA
within thirty (30) days after its delivery to CUSTOMER. Unless
within this period CUSTOMER gives written notice to PENSKE TRUCK
LEASING specifying any defects in the Vehicle or non-conformity
with the specifications set forth in Schedule "S", CUSTOMER
agrees that it shall be conclusively presumed between the
parties that the Vehicle has been inspected, is in full
compliance with the terms of this VLSA, and that CUSTOMER has
accepted the Vehicle. If the Vehicle has been in CUSTOMER's
service prior to the effective date of this VLSA with respect to
that Vehicle, no Schedule "S" shall be attached and CUSTOMER
shall have no right of inspection with respect to the Vehicle,
and CUSTOMER agrees that it shall be conclusively presumed that
CUSTOMER has accepted the Vehicle.
If subsequent to the date of preparation of the Schedule
"A", any law, 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 modification of the Vehicle shall be required by
virtue of such law, rule or regulation, PENSKE TRUCK LEASING and
CUSTOMER agree to cooperate in arranging for the installation of
such equipment or the performance of such modifications and
CUSTOMER agrees to promptly pay the full cost thereof, including
any additional maintenance expenses, upon receipt of an invoice
for same.
12. INTERIM VEHICLES. Upon CUSTOMER's request, PENSKE TRUCK
LEASING will furnish during the period prior to the time the
Vehicle is placed into CUSTOMER's service a substitute vehicle
(hereinafter, "Interim") if available, as nearly as practical
the same size and type as the leased Vehicle, except that no
painting, lettering or alterations need be made by PENSKE TRUCK
LEASING to the Interim. The Interim shall be subject to all of
the terms of this VLSA, including the payment of all charges
therefor, but the miles operated by the Interim will not be
included in the determination of whether the leased Vehicle
satisfied a mileage guaranty applicable to it. Upon PENSKE TRUCK
LEASING's advising CUSTOMER of the readiness of the leased
Vehicle, CUSTOMER shall immediately return the Interim to PENSKE
TRUCK LEASING and accept delivery of the leased Vehicle.
13. FORCE MAJEURE. PENSKE TRUCK LEASING and its partners
shall incur no liability to CUSTOMER for failure to perform any
obligation under this VLSA caused or contributed to by events
beyond PENSKE TRUCK LEASING's reasonable control, such as, but
not limited to, war, fire, governmental regulations, labor
disputes, manufacturer, supplier or transportation shortages or
delays, or fuel allocation programs.
14. VEHICLE TITLE. Title to the Vehicles and all equipment
delivered to CUSTOMER under this VLSA shall remain in PENSKE
TRUCK LEASING or its designee. CUSTOMER shall, at all times, at
its sole cost, keep the Vehicles and related equipment free and
clear from all liens, encumbrances, levies, attachments or other
judicial process from every cause whatsoever, (other than a
claimant through an act of PENSKE TRUCK LEASING), and shall give
PENSKE TRUCK LEASING immediate written notice thereof and shall
indemnify and hold PENSKE TRUCK LEASING harmless from any loss
or damage, including attorneys' fees, caused thereby.
15. DEFAULT AND REMEDIES. (A) If (i) CUSTOMER shall fail or
refuse to pay any charges under this VLSA when due, or (ii)
CUSTOMER shall fail or refuse to perform any other term of this
VLSA for five (5) days after written notice thereof is sent to
CUSTOMER by PENSKE TRUCK LEASING, or (iii) CUSTOMER or any
guarantor of CUSTOMER's obligations shall become insolvent or
make a bulk transfer of its assets or make an assignment for the
benefit of creditors, or (iv) CUSTOMER or any guarantor of
CUSTOMER's obligations shall file or suffer the filing against
it of a petition under the Bankruptcy Code or under any other
insolvency law or law providing for the relief of debtors, or
(v) if any representation or warranty made by CUSTOMER herein or
in any document furnished by CUSTOMER or guarantor of CUSTOMER's
obligations shall prove to be incorrect in any material respect
(hereinafter the "Events of Default"), then in any of such
Events of Default PENSKE TRUCK LEASING shall be entitled to
pursue the remedies specified in the following paragraph.
Upon the happening of one of the preceding Events of
Default, PENSKE TRUCK LEASING may, with or without terminating
this VLSA, with or without demand or notice to CUSTOMER, and
with or without any court order or process of law, take
immediate possession of, and remove, any and all Vehicles
covered by this VLSA wherever located, and/or retain and refuse
to deliver and/or re-deliver to CUSTOMER, the Vehicle(s),
without PENSKE TRUCK LEASING being liable to CUSTOMER for
damages caused by such taking of possession. Whether or not it
shall have exercised its right to take possession of the
Vehicles upon the happening of any of the Events of Default,
PENSKE TRUCK LEASING may, with or without terminating this VLSA
as to one (1) or more Vehicles, require CUSTOMER upon five (5)
days' written notice to CUSTOMER, to, at PENSKE TRUCK LEASING's
option, either purchase the Vehicle(s) or make the alternative
payment in accordance with Article 16, and in addition, pay to
PENSKE TRUCK LEASING the total of the lease charges and any
guaranteed mileage charges for all such Vehicles up to the date
upon which CUSTOMER could have terminated this VLSA by exercise
of its rights under Article 16, together with the sum of all
charges due and unpaid to the date of PENSKE TRUCK LEASING's
notice to CUSTOMER under this paragraph.
In the event that CUSTOMER shall fail to purchase the
Vehicle (or, at PENSKE TRUCK LEASING's option, make the
alternative payment), and pay all other sums provided in the
preceding paragraph, PENSKE TRUCK LEASING may sell the
Vehicle(s) at one (1) or more public or private sales, with or
without notice to CUSTOMER, and with or without having the
Vehicle(s) at the sale. The proceeds of the sale, less PENSKE
TRUCK LEASING's expenses of retaking, storage, repair, and
resale, shall be applied to payment of any obligations due to
PENSKE TRUCK LEASING by CUSTOMER under this VLSA or otherwise.
CUSTOMER shall remain liable for the balance due PENSKE TRUCK
LEASING under the preceding paragraph and for any deficiency in
the balance of any sums due PENSKE TRUCK LEASING under any other
lease or indebtedness. If PENSKE TRUCK LEASING is unable to sell
the Vehicle upon terms and within a period of time satisfactory
to it, or it shall elect not to sell the Vehicle, then PENSKE
TRUCK LEASING may retain the Vehicle, crediting CUSTOMER with
the then Net Fair Market Value of the Vehicle (defined as the
highest appraisal of Fair Market Value (wholesale) received by
PENSKE TRUCK LEASING from two (2) or more independent vehicle
dealers, less all expenses and costs incurred by it). The Net
Fair Market Value of the Vehicle shall be applied to CUSTOMER's
obligations to PENSKE TRUCK LEASING and CUSTOMER shall remain
liable for any sums due to PENSKE TRUCK LEASING under this VLSA
or otherwise. All amounts to be retained by PENSKE TRUCK LEASING
and any balance to be paid by CUSTOMER under this VLSA shall not
be construed as a penalty, but as liquidated damages for the
breach of this VLSA, and as PENSKE TRUCK LEASING's reasonable
return for the use of the Vehicles and for their depreciation.
In addition, PENSKE TRUCK LEASING may proceed by
appropriate court action to enforce the terms of this VLSA or to
recover damages for the breach of any of its terms.
In the event PENSKE TRUCK LEASING takes possession of or
retains any Vehicle and there is, at the time of taking or
retention, in, upon or attached to the Vehicle any property or
things of value belonging to CUSTOMER or in CUSTOMER's custody
or control, PENSKE TRUCK LEASING is authorized to take
possession of such items and either hold the items for CUSTOMER
or place them in storage for CUSTOMER, at CUSTOMER's sole cost
and risk of loss or damage.
(B) In the event PENSKE TRUCK LEASING shall fail or refuse
to perform or observe any material term of this VLSA for thirty
(30) days after written notice is sent to PENSKE TRUCK LEASING
by CUSTOMER, CUSTOMER shall be entitled, as its sole remedy, to
either (i) terminate this VLSA as to the Vehicle(s) which is
(are) the subject of the default ("Defaulting Vehicle(s)") and
purchase such Defaulting Vehicle(s) for cash in accordance with
Article 16 and make the other payments required to be made
thereunder, or (ii) in good faith and without unreasonable delay
obtain a vehicle (substantially similar in the equivalent
carrying capacity and design to the Defaulting Vehicle(s)) in
substitution for the Defaulting Vehicle(s) and, subject to
Article 20, recover damages from
3 of 4
Form 1352-980 5M (7/00) P50 U
PENSKE TRUCK LEASING as to such Defaulting Vehicle(s).
16. TERMINATION PRIVILEGES. Either party may upon sixty
(60) days, prior written notice to the other, terminate this
VLSA as to one (1) or more of the Vehicles on the annual
anniversary of their respective in service dates.
Upon termination by either party, CUSTOMER shall, at PENSKE
TRUCK LEASING's option, purchase the Vehicle as to which the
notice has been given other than substitute, interim, or
additional vehicle(s). Alternatively, in lieu of purchasing the
Vehicle, CUSTOMER may elect to pay PENSKE TRUCK LEASING the
difference, if any, between the purchase price as calculated in
this Article and the Fair Market Value (defined as the highest
appraisal of market value (wholesale) received by PENSKE TRUCK
LEASING from two (2) or more independent vehicle dealers) of
each such vehicle as of the date of termination (the
.,alternative payment").
The purchase price of the Vehicle shall be the original
agreed value of the Vehicle set forth in Schedule "A" less the
monthly depreciation credit of the Vehicle set forth in Schedule
"A" multiplied by the number of months elapsed from the in
service date of the Vehicle to the termination date, provided,
however, that the purchase price to be paid by the CUSTOMER for
the Vehicle shall not be less than fifteen percent (15%) of its
Original Agreed Value set forth in Schedule "A".
CUSTOMER shall simultaneously pay all outstanding lease
charges through and including the date of purchase of the
Vehicle (or date the alternative payment is made by CUSTOMER),
together with applicable sales or use taxes and that portion of
all license and registration fees, applicable personal property
taxes, and prepaid expenses paid by PENSKE TRUCK LEASING with
respect to the Vehicle, pro-rated to the date of termination.
Upon receipt thereof, PENSKE TRUCK LEASING shall cause the
conveyance to CUSTOMER of title to the Vehicle to be purchased,
as-is, where-is. CUSTOMER shall have no right to exercise any
option to terminate, or to effect the termination of, this VLSA
under this Article while CUSTOMER shall be in default under this
VLSA. No cancellation or other termination of this VLSA by
either party shall in any way release CUSTOMER of liability for
the payment of any sum(s) due or to become due PENSKE TRUCK
LEASING under this VLSA or any damages which it shall have
sustained by reason of CUSTOMER's breach thereof.
17. ADJUSTED COST. The parties hereto recognize that the
lease rates provided for in this VLSA are based upon PENSKE
TRUCK LEASING's current costs and that such costs may fluctuate.
Accordingly, PENSKE TRUCK LEASING and CUSTOMER agree that for
each rise or fall of at least one percent (1 %) in the Consumer
Price Index for All Urban Consumers for the United States
("CPI"), published by the United States Department of Labor,
Bureau of Labor Statistics, or any successor index designated by
PENSKE TRUCK LEASING, above or below the CPI figure applicable
for each leased Vehicle as of the "Effective Date" indicated on
the Schedule "A", the fixed lease charges, the basic mileage
charges (excluding fuel), and the refrigeration charges, if
applicable, shall be adjusted upward or downward based upon such
percentage increase or decrease in the CPI. Seventy-five percent
(75%) of the fixed lease charge, one hundred percent (100%) of
the basic mileage charge (excluding fuel), and one hundred
percent (100%) of the refrigeration charge, if applicable, shall
be subject to adjustment. If a mileage guaranty is applicable,
one hundred percent (100%) of the Undermileage Charge (per
mile), the Excess Mileage Charge (excluding fuel), and the
Mileage Charge (per mile) shall be subject to adjustment.
All increases under this Article shall be cumulative and
shall be calculated only on the charges initially shown on the
Vehicle's Schedule "A". Adjustments shall be implemented
semi-annually on January 1 and July 1. Upon adjustment, the
fixed lease charge shall be rounded off to the nearest whole
cent and all adjustments in the mileage and undermileage charges
shall be rounded off to the nearest tenth of a mil.
18. NON-LIABILITY FOR CONTENTS. PENSKE TRUCK LEASING shall
not be liable for loss of, or damage to, any cargo or other
property left, stored, loaded or transported in, upon, or by any
vehicle furnished to CUSTOMER pursuant to this VLSA at any time
or place, and CUSTOMER agrees to protect, indemnify, defend and
hold PENSKE TRUCK LEASING and its partners harmless from and
against any claims for such loss or damage.
19. ASSIGNMENT AND SUBLETTING. WITHOUT THE PRIOR WRITTEN
CONSENT OF PENSKE TRUCK LEASING, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD, CUSTOMER SHALL NOT VOLUNTARILY OR
INVOLUNTARILY ASSIGN OR PLEDGE THIS VLSA OR THE VEHICLES, OR
SUBLET, RENT OR LICENSE THE USE OF THE VEHICLES, OR CAUSE OR
PERMIT THE VEHICLES TO BE USED BY ANYONE OTHER THAN CUSTOMER OR
ITS AGENTS, SERVANTS OR EMPLOYEES.
This VLSA and any Vehicles, rent, or other sums due or to
become due hereunder may be assigned or otherwise transferred,
either in whole or in part, by PENSKE TRUCK LEASING, without
affecting any obligations of CUSTOMER and, in such event, the
right of CUSTOMER shall be subject to any lien, security
interest or assignment given by PENSKE TRUCK LEASING in
connection with the ownership of the Vehicle(s), and the
transferee or assignee shall have all of the rights, powers,
privileges and remedies of PENSKE TRUCK LEASING.
20. DISCLAIMER. PENSKE TRUCK LEASING MAKES NO WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OF ANY VEHICLE COVERED BY
THIS VLSA. PENSKE TRUCK LEASING AND ITS PARTNERS SHALL NOT BE
LIABLE FOR LOSS OF CUSTOMER'S PROFITS OR BUSINESS, LOSS OR
DAMAGE TO CARGO, DRIVER'S TIME, OR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES.
21. MISCELLANEOUS. This VLSA and the schedules and/or
riders attached hereto shall constitute the entire agreement
between the parties and, to be binding on PENSKE TRUCK LEASING,
must be signed by an officer of PENSKE TRUCK LEASING. This
document shall constitute an agreement of lease and nothing
shall be construed as giving to CUSTOMER any right, title or
interest in any of the Vehicles or related equipment, except as
lessee only. Upon execution of this VLSA by PENSKE TRUCK LEASING
and CUSTOMER, the VLSA shall be binding on the respective
parties and their legal representatives, successors and assigns.
Its terms shall not be amended or altered by failure of either
party to insist on performance, or failure to exercise any right
or privilege, or in any manner unless such amendment or
alteration is in writing and signed on behalf of the parties
hereto. This VLSA shall supersede any and all proposals or
agreements, written or verbal, between the parties, relating to
the subject matter of this VLSA and may not be modified,
terminated or discharged, except in writing and signed by the
party against whom the enforcement of the discharge,
modification or termination is sought. Any notice given under
this VLSA shall be in writing and sent by registered or
certified mail to PENSKE TRUCK LEASING or to CUSTOMER, as the
case may be, to the addresses set forth in this VLSA, or to such
other addresses as are designated in writing by either party.
This VLSA is to be interpreted, construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania. In
the event any of the terms and provisions of this VLSA are in
violation of or prohibited by any law, statute, regulation or
ordinance of the United States and/or state or city where the
VLSA is applicable, such terms and provisions shall be deemed
amended to conform to such law, statute, regulation or ordinance
without invalidating any of the other terms and provisions of
this VLSA. PENSKE TRUCK LEASING is an equal opportunity
employer.
IN WITNESS WHEREOF, the parties shall cause this VLSA to be
executed by their duly authorized representative this 22 day of
Jan, 2001.
PENSKE TRUCK LEASING CO., L.P. Signature :
Title :
WITNESSED OR ATTESTED BY:
Form 1352-980 5M (7/00) P50 U
Signature :
Title:
CUSTOMER: Arizona Furniture Company
WITNESSED OR ATTESTED BY:
(Seal, if corporation)
4 OF 4
-PENSKE
Truck Leasing
RATE SHEET ECONOMICS
Arizona Furniture Company
February 09, 2001
SADC T-4 PROGRAM FL70 - 26000 GVW 2002
NUMBER OF VEHICLES: 1
RATE PER MONTH: $ 827.58
RATE PER MILE: $ 0.0900
PROJECTED ANNUAL MILEAGE: 40,000 per Vehicle
LEASE TERM- 72 Months
## W 1150 BS177-1150-4967
Deal l Manager/4.0 SN/2.01901/30/01 Printed:
02/09/01 11:27
PENSKE
Truck Leasing
Vehicle Lease Service Agreement
Schedule "S"Vehicle Specifications
Customer' Arizona Furniture Company
Schedule 'A' No, Not Yet Assigned
Penske Truck Leasing Service Location - Street Address
TEMPE, AZ
City, State and Zip Code
MAKE FREIGHTLINER
MODEL FL70 0- 26000 GVW
YEAR 2002
TY YPESADC T-4 PROGRAM
BBC
GVW
106 INCHES
26000 XXXX
REAR WHEEL SEALS - OIL IRON HUBS -FRONT IRON HUBS -REAR
ENGINE
- CAT - CFE 3126E 190 HP @ 2100 RPM - 520 LB/FT TORQUE
POWER TRAIN
REAR AXLE - 19,000 lb CAPACITY RS-19-144 REAR SUSPENSION - 21,
000 lb AIRLINER AIR SUSPENSION DELETE CLUTCH MAGNETIC FILL AND
DRAIN PLUGS (AUTO) SYNTHETIC LUBE - REAR AXLE (AUTO) 5.57 REAR
AXLE RATIO - 65 MPH TRANSMISSION - 5 SPEED AUTOMATIC 2000 SERIES
ENGINE EQUIPMENT
ELECTRONIC ENGINE - INTEGRAL SHUTDOWN PROTECTION SYSTEM STARTER
- 12 VOLT 41 MT ALTERNATOR 100 AMP (23 SI) BATTERIES - 2-12V,
1400 CCA LONG LIFE COOLANT# 7998 - PREMIX COOLANT HOSES - BLUE
STRIPE RTSB COOLANT HOSE CLAMPING COLD WEATHER PACKAGE SINGLE
HORIZONTAL EXHAUST - RIGHT HAND MOUNTED ENGINE BLOCK HEATER -
110-120 V - 1000 W ENGINE BLOCK HEATER RECEPTICAL MOUNTED UNDER
LH DOOR ETHER COLD START AID (AUTOMATIC INJECTION)
FRAME I WHEEL BASE
FRAME - 5/16 X 3 X 10 1/8 INCH STEEL - 50,000 PSI 252 INCH
WHEELBASE FOR 24 FOOT BODY (186 INCH CA) FRAME HUCK BOLTED
BUMPER - 12" PAINTED 3 PIECE STEEL BUMPER - PAINT BLACK (NO001)
FRONT AXLE & SUSPENSION
FRONT AXLE - 8,000 Ib CAPACITY FC-965 FRONT SUSPENSION - 9,000
Ib CAPACITY FRONT AXLE - SHOCK ABSORBERS FACTORY CAMBER, CASTER,
TOE-IN SETTING DECAL
BRAKES
FULL AIR BRAKE SYSTEM ANTI-LOCK BRAKE SYSTEM AIR COMPRESSOR -
13.2 CFM AIR DRYER BENDIX AD-9 DV-2 AUTOMATIC DRAIN VALVE
WITHOUT HEATER -WET TANK AUTOMATIC SLACK ADJUSTERS - FRONT
AUTOMATIC SLACK ADJUSTERS - REAR FRONT BRAKE DUST XXXXXXX REAR
BRAKE DUST XXXXXXX
TIRES &WHEELS
FRONT TIRES - GI 59A - 11 R22.5 X 14 FIR REAR
TIRES-G167A-11R22.5X14PR FRONT WHEELS - 22.5 X 8.25 STEEL DISC -
10 BOLT HUB PILOT REAR WHEELS -22.5 X 8.25 STEEL DISC - 10 BOLT
HUB PILOT FRONT WHEEL SEALS - OIL
FUEL TANKS
DUAL SUCTION AND RETURN FUEL LINES
45 GALLON RIGHT HAND MOUNTED
45 GALLON FUEL TANK - LEFT HAND FOR DUAL 45 GALLON
TANKS
OMIT PRIMARY FUEL FILTER
45 GALLONS FUEL - INITIAL FACTORY FILL
FUEL FILTER - 210E FUEL WATER SEPARATOR - HEATED - WITH
CHECK VALVE
CAB
CAB EXTERIOR COLOR - WHITE N0007HN - IMRON 5000
MIRRORS - 102" EQUIPMENT WIDTH
MIRRORS - DUAL 16 INCH X 7 INCH HEATED
MIRRORS - 8 INCH LEFT HAND AND RIGHT HAND CONVEX -
PAINTED
MIRRORS - RIGHT AND LEFT HAND FENDER MOUNTED 8 INCH
CONVEX - BRIGHT
MIRRORS - RIGHT HAND DOWN VIEW
GRAB HANDLES LEFT HAND AND RIGHT HAND
BUSINESS CLASS STANDARD GAUGE CLUSTER
ODOMETER/VOLTMETER DISPLAY; 1 X 7 CHARACTER, 26
WARNING LIGHTS, DATA LINKED, ICU3
ELECTRONIC TACHOMETER
PRIMARY AND SECONDARY AIR PRESSURE GAUGES
CRUISE CONTROL
WINDSHIELD WIPERS - ELECTRIC INTERMITTENT
CIRCUIT BREAKERS - AUTOMATIC RESET
DOOR AND IGNITION KEYED THE SAME
WINDSHIELD - TINTED
TINTED GLASS - DOOR GLASS
RADIO - AM/FM WITH CASSETTE AND WEATHERBAND
ASHTRAY AND CIGAR LIGHTER COMBINATION
AIR CONDITIONING, HEATER AND DEFROSTER
CUSTOM TRIM (XXXX) - EMBOSSED VINYL DOOR TRIM AND
MOLDED XXXX VINYL COVERED HEADLINER AND BACK PANELS.
FLOOR COVERING -CAB FLOOR MATS WITH SINGLE INSULATION
1 CUP HOLDER - LEFT HAND DASH
STEERING WHEEL - 19 INCH TWO SPOKE
DRIVER SEAT - 2000 MID-BACK W/AIR LUMBAR SUPPORT
PASSENGER SEAT - TWO MAN
SINGLE ELECTRIC HORN
AIR HORN SINGLE 14 INCH ROUND ROOF MOUNTED (REQUIRES
AIR BRAKES)
BACK UP ALARM
TRANSMISSION OIL TEMPERATURE GAUGE
ELECTRONIC SPEEDOMETER (MPH)
LIGHTING
ROAD LAMPS
CAB MARKER LIGHTS
SOLID STATE FLASHER
DASH MOUNTED ROCKER SWITCH WITH LIGHT
NO DAYTIME RUNNING LIGHTS
MISCELLANEOUS
## W1150 BS 000-0000-0000
000-0000-0000 VSS/4.0 SN/2.019 01/31101
Printed 02/09/01 10:50
Page.1 of 2
PENSKE
Truck Leasing
Vehicle Lease Service Agreement
Schedule "S" Vehicle Specifications
Customer'. Arizona Furniture Company
Schedule 'A' No.: Not Yet Assigned
Penske Truck Leasing Service Location - Street Address
TEMPE, AZ
City, State and Zip Code
MAKEMORGAN
MODEL ALUMVAN 24 FT
YEAR2000
TYPEALUMVAN 24 FT
WEIGHT 3233 LBS + or - 3%
BODY EXTERIOR
OUTSIDE WIDTH - 102 INCHES
CORNERS (FRONT) - ALUMINUM RADIUS FRONT
TRANSLUCENT ROOF SHEET
SIDE AND FRONT PANELS - PREPAINTED WHITE.040 INCH
ALUMINUM, Z-POSTS ON 16 INCH CENTERS
GRAB HANDLE - ONE CURBSIDE AND ONE ROADSIDE REAR
RUBBER BLOCKS - ONE PAIR 4 INCH X 4 INCH X 12 INCH
D-SHAPED, MOUNTED OUTBOARD, METAL REINFORCED
STEP BUMPER - IN LIEU OF DOCK BUMPER, BUMPER BLOCKS
AND D. 0. T. - FULL-WIDTH DROP STEP
REAR FRAME- WELDED, GALVANNEALED, PRIMED AND PAINTED.
INCLUDES STOP, TAIL, TURN SIGNALS RECESSED INTO CORNER
POSTS.
UNDERSTRUCTURE - 4 INCH I-BEAM LONGITUDINALS, 3 INCH
I-BEAM CROSSMEMBERS ON 12 INCH CENTERS WITH 10 GAUGE
STEEL PAN OVER WHEEL AREA. MYLAR TAPE BETWEEN
CROSSMEMBERS AND BOTTOM RAIL.
LIGHTS - PER FMVSS-108, HD FLEET SERVICE BULBS
REFLECTORS - PER FMVSS-108 REGULATIONS
WIRING - UNDERBODY WIRING IN LOOM
MOUNTING - TAPERED WOOD SLATS AND U BOLTS
BODY INTERIOR
79 INCH THROUGH 97 INCH HIGH BODIES
97 INCHES HIGH (CANNOT BE USED WITH CHASSIS UNDER 15000
GVW)
ROOF BOWS - ROLL FORMED ON 24 INCH CENTERS (ANTI-SNAG)
DOMELIGHT - ONE RECESSED WITH SWITCH AND TELLTALE
LIGHT IN CAB
DOME LIGHT- ADDITIONAL ON SAME CIRCUIT (2)
SLAT LINING - 6 ROWS 314 INCH X 3 INCH APITONG SLATS W1314
INCH X 10 112 INCH APITONG KICKBOARD RAISED I INCH OFF
FLOOR, FASTENED TO STEEL Z- POST
E TRACK- RECESSED -ONE ROW BOTH SIDES OF BODY
FLOOR - 1 1/8 INCH LAMINATED HARDWOOD WITH (2) 5/16 INCH
SCREWS PER BOARD PER CROSSMEMBER
INSIDE WIDTH - 98 1/8 INCHES
DOORS
REAR DOOR - TWO PANEL FULL OPENING, 1/2 INCH PLYMETAL, THREE
HINGES PER SIDE XXX XXXXXXX OVERHEAD DOOR AND RECESSED STOP,
TAIL, TURN SIGNAL LIGHTS
MISCELLANEOUS
WALK RAMP - 14 FT FOR 34 INCH FRAME WIDTH UNDERCOATING - FULL
UNDERBODY MUDFLAPS - PLAIN BLACK, ANTI-SAIL FLOOR HEIGHT
-DEPENDING ON TIRE SIZE, CHASSIS, AND APPLICATION DELETE ALL
BODY COMPANY, DOOR, FLOOR AND LIFTGATE LOGOS, EXCEPT WHERE
LEGALLY REQUIRED
COLORS & CODES:
FRAME [BLACK, NONE] CAB [NONE, NONE]
## W1150 BS 000-0000-0000
000-0000-0000 VSS/4.0 SN/2 019 01/23/01 Printed: 02/09/01 10:50
Page: 1 of 1
PENSKE
Truck Leasing
Penske Truck Leasing Service Location - Street Address
MAKE FIREIGHTLINER.
MODEL FL70 - 26000 GVW
YEAR 2002
TYPE SADC T-4 PROGRAM
COLORS & CODES:
CAB [WHITE, N00071
WHEELS [WHITE, NONE]
FRAME [BLACK, NONE]
Vehicle Lease Service Agreement
Schedule "S" Vehicle Specifications
Customer: Arizona Furniture Company
BBC
GVW
Schedule 'A' No.: Not Yet Assigned
City, State and Zip Code
106 INCHES
26000 LBS
## W1150 BS 000-0000-0000
000-0000-0000 VSS/4.0 SN/2.019 01/31/01 Printed: 02/09/01 10:50
Page 2 of 2
