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EXHIBIT 10.1
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GE CAPITAL
FLEET SERVICES
MASTER LEASE AGREEMENT
This Master Lease Agreement (the "Agreement") is entered into by and between
Geico Corporation, a Minnesota corporation, doing business as GE Capital Fleet
Services ("GECFS"), and the undersigned (the "Customer"). If more than one
party executes this Agreement as Customer, each shall be jointly and severally
liable hereunder.
1. LEASE; DISCLAIMER. GECFS hereby agrees to lease to Customer and Customer
hereby agrees to lease from GECFS certain Vehicles for use in its business.
Customer shall order a Vehicle for lease by placing a noncancelable Vehicle
Order. Customer's Vehicle Order shall authorize GECFS to purchase such Vehicles
subject to the then current warranty of the manufacturer, GECFS hereby assigns
the manufacturer's warranty to Customer for the Lease Term. CUSTOMER AGREES
THAT GECFS IS NOT THE MANUFACTURER, DESIGNER OR DISTRIBUTOR OF THE VEHICLES AND
THAT EACH VEHICLE ORDERED IS OF A DESIGN SELECTED BY CUSTOMER AND SUITABLE FOR
ITS PURPOSES. GECFS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY VEHICLE INCLUDING, BUT NOT LIMITED TO: THE
MERCHANTABILITY OR OTHERS FOR A PARTICULAR PURPOSE OF A VEHICLE; THE DESIGN,
QUALITY OR CAPACITY OF A VEHICLE; OR COMPLIANCE OF A VEHICLE WITH APPLICABLE
LAW.
2. DELIVERY. Customer shall take delivery within 3 business days of notice that
the Vehicle is available. If Customer fails to do so, GECFS may, for purposes
of beginning rental charges, treat such 3rd business day as the date of
acceptance. Customer shall inspect a Vehicle at the location of delivery for
conformity to the Vehicle Order. Customer's removal of the Vehicle from such
location shall constitute acceptance of the Vehicle. If Customer requests that
GECFS, prior to delivery to Customer, deliver one or more Vehicles to a
Customer-specified upfitter, body company, Installer or other third party
and/or obtain certain equipment or parts from a specific vendor (each, a
"Vendor"), then a) GECFS' warranty disclaimer shall apply to any work performed
or parts and/or accessories added to the Vehicle by any Vendor or any equipment
or parts purchased from a Vendor, b) Customer's covenants of indemnity and
insurance shall be effective upon the earlier of delivery of a Vehicle to
Vendor or Customer, and c) Customer assumes all risks of doing business with
Vendor, including without limitation, the Vendor's creditworthiness, Customer
agrees that Customer's obligation to pay rent and other amounts with respect to
such Vehicle shall be unconditional and that Customer shall not be entitled to
any reduction of, or setoff against, such amounts (provided, however, that any
such payment shall not prejudice Customer's right to claim adjustment or
reimbursement):
3. TERM OF AGREEMENT. This Agreement shall commence on the Effective Date, and
continue until canceled or terminated by either party upon 30 days' written
notice to the other. Notwithstanding termination, this Agreement shall remain
in effect with respect to each Vehicle then leased and each Vehicle Order
processed by GECFS until all terms and conditions of this Agreement are
satisfied.
4. LEASE TERM. The noncancelable minimum Lease Term for each Vehicle is 367
days beginning upon Customer's acceptance. Thereafter, the Lease Term may be
renewed monthly for the lesser of the Maximum Lease Term (autos: 50 months;
light trucks: 72 months; and medium and heavy trucks: 96 months) or the
amortization term set in the respective Vehicle Order.
5. OPERATION. Customer shall operate the Vehicles in the United States and in
accordance with applicable federal, state and local law governing Vehicle use,
operation, maintenance or alteration. Customer agrees to repair the Vehicles
and to maintain them in safe and good mechanical condition. All additions to a
Vehicle become the property of GECFS and shall be surrendered with the Vehicle.
NO VEHICLES MAY BE USED TO TRANSPORT PERSONS FOR HIRE OR HAZARDOUS SUBSTANCES.
6. NET LEASE. Customer covenants that it will pay all costs, expenses, fees,
charges, fines, and taxes incurred in connection with the Vehicle's titling,
registration, delivery, purchase, sale, rental, modification, and arising from
the operation or use of the Vehicle during its Lease Term. If GECFS pays any of
the foregoing amounts, Customer shall promptly reimburse GECFS and pay GECFS'
then current administrative charge.
7. RENTAL CHARGES. Customer will pay rental for the Vehicles in accordance with
the Rate Schedule, as well as all other rental charges provided for in this
Agreement. Rental payment obligations shall begin on the first day of the
calendar month following acceptance. Customer agrees that, from the time of
acceptance of the Vehicle by Customer to the time when such rental charges are
payable, Customer will pay interim rental in an amount equal to the monthly
rental charge pro-rated on a daily basis based on the actual number of days in
the month. Rental payment obligations end on the last day of the month prior to
sale. Customer agrees to pay interim rental for the month of sale until the
date of sale in an amount equal to the monthly rental charge pro-rated on a
daily basis based on the actual number of days in the month. If a Vehicle Order
specifies a Vehicle requiring modifications, such that it is necessary or
desirable for GECFS to pay for an incomplete Vehicle or its components, GECFS
shall charge Customer, as additional rental, interim financing as provided in
the Rate Schedule.
8. PAYMENT TERMS. Time is of the essence. All charges are due and payable
within 10 days of the date of invoice. Late payments will be charged in the
amount of the lesser of 1 1/2% or the highest legal interest rate, per month or
fraction thereof. It is the intent of GECFS that it not receive directly or
indirectly any amount in excess of that amount which may be legally paid. Any
excess charges will be credited to Customer or, upon request of Customer,
refunded. Customer agrees to carefully review each invoice or other statement
provided by GECFS. If Customer identifies a billing error, Customer will advise
GECFS promptly and in such event, GECFS' sole liability and Customer's
exclusive remedy shall be appropriate adjustments in Customer's account. All
charges are based upon GECFS' standard operating routines, existing business
policy and computer systems capabilities.
9. SURRENDER OF VEHICLES. At the end of the minimum Lease Term, Customer may,
and at the end of the Lease Term, Customer shall, upon reasonable written
notice to GECFS, deliver the Vehicle to GECFS at a mutually agreed location.
Upon surrender or, if not surrendered, at final disposition, the Vehicle shall
be in good, safe and lawful operating condition. Surrender of the Vehicle shall
not be effective until GECFS has actual physical possession of the Vehicle and
has received all license plates, registration certificates, documents of title,
odometer and damage disclosures and other documentation necessary for the sale
of the Vehicle. If, upon Customer request, GECFS accepts an offer to purchase a
Vehicle from a Customer or a purchaser identified by Customer and GECFS does
not take actual physical possession of the Vehicle, neither surrender nor sale
shall be deemed to occur until GECFS delivers the certificate of title and
receives payment. Any personal property in a Vehicle upon surrender shall be
deemed abandoned and may be disposed of by GECFS without liability.
10. SALE OF VEHICLES. GECFS shall, and Customer may, solicit from prospective
purchasers wholesale cash bids for Vehicles. Such Vehicles shall be sold in a
commercially reasonable manner. From the sales proceeds, GECFS shall deduct all
direct sales expenses paid or incurred by GECFS as well as the sale fee set
forth in the Rate Schedule, the balance remaining to constitute the Net
Proceeds which shall be payable to GECFS. If GECFS sells any vehicle owned by
Customer or a third party, Customer agrees that
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the sale of such vehicle shall be subject to the indemnity herein and to pay
GECFS' then current sale fee.
11. TERMINAL RENTAL ADJUSTMENT. As an incentive to the Customer to maintain the
value of the Vehicle by good maintenance, repair and careful use during its
Lease Term, the parties agree that the enhancement or reduction in value shall
be compensated as follows:
a. Refund of Rental. If the Net Proceeds exceed the Book Value (as to
each Vehicle, its Capitalized Cost, as defined in the Rate Schedule, reduced by
appropriate amortization), GECFS shall retain an amount equal to the Book
Value, and remit the excess to the Customer as a refund of rental.
b. Rental Charge. If the Net Proceeds are less than the Book Value,
Customer shall pay GECFS the amount of the difference.
12. INSURANCE. Customer shall maintain the following coverages during the Lease
Term of each Vehicle with an insurance company acceptable to GECFS and deliver
to GECFS a certificate thereof:
a. Automobile liability insurance naming GECFS as an Additional
Insured with limits of coverage as GECFS may require, but in no event less than
$1 million combined single limit per occurrence ($5 million for Vehicles
capable of transporting 9 or more passengers). No self-insured retention or
deductible is permissible.
b. Comprehensive and collision insurance naming GECFS as Loss Payee
with coverage for the actual cash value of each Vehicle and subject to a
deductible no greater than the amount specified on the Rate Schedule.
Notwithstanding the foregoing, with respect to Comprehensive and Collision
coverage, Customer may self-insure for the Actual Cash Value of the Vehicles
(for physical damage to the Vehicles), and, in such event GECFS would not be
named as Loss Payee. Customer shall bear all risk of loss, damage or
destruction to the Vehicle (which may exceed actual cash value), however
caused, from the time of acceptance until surrender to GECFS.
c. Conditions. All insurance policies shall provide for 30 days' prior
written notice to GECFS of any cancellation or reduction in coverage. Customer
authorizes GECFS to endorse Customer's name to insurance checks related to the
Vehicles.
13. INDEMNITY. CUSTOMER WILL INDEMNIFY AND DEFEND GECFS (INCLUDING ANY OF
ITS AFFILIATES) AGAINST ANY LOSS, LIABILITY, OR CLAIM, DIRECTLY OR INDIRECTLY
RELATING TO THE LEASE, MAINTENANCE, USE, CONDITION (INCLUDING BUT NOT LIMITED
TO, PATENT OR LATENT DEFECTS WHETHER OR NOT DISCOVERABLE, PRODUCT LIABILITY
CLAIMS OR THE CONDITION OF THE VEHICLE AT SURRENDER) OR SURRENDER OF ANY VEHICLE
BETWEEN THE TIME OF DELIVERY TO CUSTOMER AND THE TIME OF SURRENDER. IF GECFS
SELLS ANY VEHICLE TO CUSTOMER, ANY OF ITS EMPLOYEES OR A PURCHASER FROM WHOM
CUSTOMER OBTAINS AN OFFER, CUSTOMER'S COVENANTS OF INDEMNITY WITH RESPECT TO
SUCH VEHICLE SHALL CONTINUE. THIS INDEMNITY IS ABSOLUTE AND UNCONDITIONAL AND
INCLUDES CLAIMS OF NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, BUT DOES
NOT EXTEND TO CLAIMS OR LIABILITY ARISING FROM THE ACTIVE NEGLIGENCE OR WILLFUL
MISCONDUCT OF GECFS, ITS AGENTS OR EMPLOYEES WHICH IS THE DIRECT AND PROXIMATE
CAUSE OF SUCH LOSS, LIABILITY OR CLAIM, PROVIDED, HOWEVER, THAT ACTIVE
NEGLIGENCE SHALL NOT BE CONSTRUED TO INCLUDE NEGLIGENCE WHICH MAY BE DIRECTLY OR
INDIRECTLY IMPUTED TO GECFS DUE TO ACTION OR INACTION OF CUSTOMER, ANY EMPLOYEE
OR AGENT OF CUSTOMER. THIS INDEMNITY WILL SURVIVE ANY TERMINATION OF THIS
AGREEMENT.
14. NATURE OF AGREEMENT. THE PARTIES INTEND ALL LEASES OF VEHICLES HEREUNDER TO
BE TRUE LEASES PURSUANT TO MINNESOTA STATUTES SECTION 168A.17 SUBSECTION 1A.
Customer has no right, title or interest in and to any Vehicle leased
hereunder except as lessee, and Customer has no option to purchase any
Vehicle. GECFS has the right to xxxx the Vehicle at any time stating its
interest as owner and to receive and retain compensation related to the
Vehicles from manufacturers, suppliers and vendors. Without prejudice to the
intention of the parties that this Agreement be a lease, Customer hereby grants
GECFS a security interest in the Vehicles and all proceeds, accessions,
documents, instruments, accounts, chattel paper, equipment and general
intangibles related thereto to secure all obligations of Customer to GECFS
under this or any other agreement. A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement.
15. FINANCIAL INFORMATION. The creditworthiness of Customer and any guarantor
is a material condition to this Agreement. Customer shall provide GECFS with
financial information reasonably requested by and satisfactory to GECFS each
year of this Agreement. Nothing herein shall be construed to require GECFS to
accept any Vehicle Order.
16. DEFAULT; REMEDIES. If Customer shall fail to make the payments or maintain
insurance coverage as herein required or after 30 days' written notice shall
fall to perform any of its other covenants under this Agreement, or Customer or
any guarantor shall (i) make an assignment for the benefit of creditors, or
suffer a receiver or trustee to be appointed, or file or suffer to be filed any
petition under any bankruptcy or insolvency law of any jurisdiction; or (ii)
discontinue business; or (iii) cease its corporate or partnership existence or
die; or (iv) be in default under any other agreement it may have with GECFS; or
(v) suffer a material adverse change in operating or financial condition which
materially impairs Customer's ability to perform its obligations hereunder or
GECFS' title to or rights in the Vehicles; or (vi) make any representation or
warranty herein, or in any document delivered to GECFS in connection herewith,
which shall prove to be false or misleading in any material respect; then in
such event Customer shall be in default under this Agreement. A default under
the terms of this Agreement shall constitute a default under any other agreement
Customer has with GECFS. GECFS shall have the right to offset any amounts due to
Customer against amounts due to GECFS and all rights and remedies available at
law or in equity; all such rights and remedies to be cumulative and not
exclusive.
17. LIMITATION OF DAMAGES. EXCEPT WITH RESPECT TO CUSTOMER'S OBLIGATIONS OF
INDEMNITY, EACH PARTY AGREES THAT: ITS SOLE AND EXCLUSIVE REMEDY FOR ANY MATTER
OR CAUSE OF ACTION RELATED DIRECTLY OR INDIRECTLY TO ANY CLAIM RELATED TO THE
SUBJECT MATTER HEREOF BY THE OTHER PARTY TO THIS AGREEMENT SHALL BE A CONTRACT
ACTION; DAMAGES SHALL BE LIMITED TO ACTUAL AND DIRECT DAMAGES INCURRED; AND NO
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WILL BE CLAIMED.
18. ASSIGNMENTS. CUSTOMER SHALL NOT ASSIGN, SUBLET, LIEN, ENCUMBER, OR TRANSFER
ANY INTEREST IN ANY OF THE VEHICLES LEASED HEREUNDER OR ANY INTEREST IN THIS
AGREEMENT TO ANY PARTY WITHOUT THE WRITTEN CONSENT OF GECFS. ANY SUCH CONSENT
BY GECFS SHALL NOT RELIEVE CUSTOMER OF ITS OBLIGATIONS AND LIABILITIES. GECFS
may assign all or any part of its right, title and interest in this Agreement
or the Vehicles, including all receivables, provided that any such assignment
does not relieve GECFS of any of its obligations.
19. RELATED ENTITIES. Any Vehicles leased or operated by present or future
subsidiaries, parents or affiliates of Customer shall be within the terms and
conditions of this Agreement, unless covered by a separate agreement with such
subsidiary, parent or affiliate, and Customer agrees that, in the event such
subsidiary, parent or affiliate does not perform according to the terms and
conditions of this Agreement, Customer guarantees such performance.
20. THE PARTIES DESIRE TO PROVIDE FOR A PROMPT AND FAIR METHOD OF RESOLUTION OF
ALL DISPUTES WHICH THE PARTIES BELIEVE WILL BE ACHIEVED THROUGH THE RESOLUTION
OF ANY DISPUTES UNDER THIS AGREEMENT BY A SINGLE, EXPERIENCED ARBITRATOR. Any
dispute, claim or controversy directly or indirectly arising out of or related
to this Agreement or the breach, termination or validity hereof, shall be
finally settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The AAA shall appoint a
retired judge as an arbitrator. The arbitrator is not empowered to award damages
in excess of compensatory damages or any class action remedies. The place of
arbitration shall be New York, New York. Judgment upon the award may be entered
by any court having jurisdiction thereof. Notwithstanding any of the foregoing
and without prejudice to arbitration in accordance with this provision, the
parties recognize that in cases where time is of the essence, arbitration may
not proceed with the speed required to protect the parties' interests, therefore
either party may seek provisional remedies through the courts, including,
without limitation, injunctive relief and replevin, pending a final resolution
of the dispute through arbitration. IF ANY ACTION OR PROCEEDING ARISING
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OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED IN THIS AGREEMENT FOR ANY REASON PROCEEDS TO LITIGATION, THE
PARTIES HEREBY (1) WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ORDER TO ENABLE
A JUDGE TO RESOLVE ANY DISPUTE AND (2) AGREE THAT ANY SUCH ACTION OR PROCEEDING
MAY BE FILED IN ANY COURT OF RECORD IN THE STATE OF TEXAS OR IN THE STATE OF
MINNESOTA AND THAT EACH PARTY WAIVES OBJECTION TO VENUE IN ANY SUCH COURT.
21. GOVERNING LAW. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY
GECFS IN MINNESOTA, AND SHALL, UPON SUCH EXECUTION, BE DEEMED EFFECTIVE AS OF
THE EFFECTIVE DATE. THE LAWS OF THE STATE OF MINNESOTA SHALL GOVERN ALL
QUESTIONS OR DISPUTES RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE,
ENFORCEMENT, OR EFFECT OF THIS AGREEMENT, WITHOUT REGARD TO CHOICE OF LAW
PRINCIPLES.
22. ODOMETER DISCLOSURE STATEMENT. Federal law (and State law, if applicable)
requires that Customer as lessee disclose, and Customer shall disclose, the
mileage of each Vehicle to GECFS in connection with the transfer of ownership of
the Vehicle. Failure to complete an odometer disclosure statement or making a
false statement may result in fines and/or imprisonment.
23. PRIOR AGREEMENTS. Except for Vehicles subject to closed-end lease
agreements, all Vehicles leased from GECFS shall, as of the Effective Date of
this Agreement, be subject to the terms and conditions of this Agreement except
with respect to Rental Charges which shall continue to be determined in
accordance with the lease agreement in effect at the time that the Vehicle was
originally leased.
24. MODIFICATIONS. This Agreement, its Exhibits, Rate Schedules, Vehicle
Orders, and amendments contain the entire understanding of the parties and
merge all oral understandings. Customer may issue purchase orders for
administrative convenience, but such purchase orders are subject to the terms
and conditions of this Agreement and shall not amend or supplement it. Any
modifications, changes, or amendments may be made only in a writing duly signed
by Customer and GECFS. Failure of either party to enforce any right shall not
be deemed a waiver of such right.
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IMPORTANT! PLEASE INITIAL BELOW:
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GECFS Initials PAE CUSTOMER INITIALS DC
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by duly authorized representatives.
UNIVERSAL COMPRESSION, INC.
(CUSTOMER)
By: /s/ XXXX XXXXXXXXXX
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Title: VICE PRESIDENT
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(President, Vice President,
Treasurer, or provide certificate
of authority)
Address: 0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
GE CAPITAL FLEET SERVICES (GECFS)
By: /s/ XXXXX X. XXXX
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Title: Authorized Signatory
Address: Three Xxxxxxx Xxxxx,
Xxxx Xxxxxxx, XX 00000
EFFECTIVE DATE: 6-17-99
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GE CAPITAL
FLEET SERVICES
MASTER LEASE AGREEMENT
BUSINESS USE CERTIFICATION
1. Customer certifies under penalty of perjury that it intends the
Vehicles leased pursuant to this Agreement to be used more than 50% in
the trade or business of Customer, and
2. Customer has been advised that GECFS and not Customer will be treated
as the owner of the Vehicles for Federal Income Tax purposes.
UNIVERSAL COMPRESSION, INC.
(CUSTOMER)
By: /s/ XXXX XXXXXXXXXX
--------------------------------
Title: Vice President
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GE CAPITAL
FLEET SERVICES
EFFECTIVE DATE: 6-17-99 MASTER LEASE AGREEMENT
RATE SCHEDULE
CAPITALIZED COST: (i) Manufacturer's invoice price of the Vehicle plus dealer
charges, if any; (ii) Invoice price of any additions pursuant to Customer's
request; (iii) applicable sales and acquisition taxes calculated on the
foregoing (actual tax paid may be less due to credits taken by GECFS); and (iv)
a markup as set forth below. Adjustments which occur after GECFS' payment for
the Vehicle may be credited or billed to Customer.
Type of Vehicle Markup or Markdown Adjustment
Factory Orders: Domestic Cars
& Lt. Trucks except those below Less $400
Alaska & Hawaii Delivery of Factory
Ordered Vehicles Plus Courtesy Delivery Fees
Stock & Direct Purchases,
Saturns and Foreign Vehicles Plus 2% of Capitalized Cost before Markup
MONTHLY RENTAL IS THE SUM OF:
Amortization: The rate selected by Customer in the Vehicle Order from the range
of rates below or as accepted by GECFS multiplied by the Capitalized Cost.
Vehicle Type Months Rate Months Rate
Cars & Lt. Trucks with annual mileage in
excess of 80,000 miles 12 8.3334% 35 2.8671%
Cars 36 2.7778% 60 2.0000%
Lt. Trucks 36 2.7778% 60 1.6657%
MANAGEMENT FEE: The applicable rate set forth below multiplied by the
Capitalized Cost; and
INTEREST: If fixed: averaged over the Levelized Period, computed by multiplying
the average unamortized Book Value by the Index Rate plus the Adder divided by
12. Upon disposition of a Vehicle, Customer shall pay deficit interest equal to
the difference, if any, between actual simple interest and the averaged
interest billed. If float: computed by multiplying the unamortized Book Value
by the Index Rate plus the Adder divided by 12.
TREASURY NOTE RATE: the yield in the "Treasury Notes, Bonds and Bills" column
of The Wall Street Journal as in effect on the 15th day of the month preceding
the date of delivery, for the current "on the run" Treasury Notes maturing in
the years specified below. The rate shall be the yield which most closely
approximates par for the appropriate maturity.
COMMERCIAL PAPER RATE: the yield for 30-day high-grade unsecured notes sold
through dealers by major corporations as listed in the "Money Rates" column of
The Wall Street Journal as in effect on the 15th day of the month preceding
rental billing, discounted to maturity, divided by 360 and multiplied by 365,
plus an additional 15.5 basis points for issuance costs, broker's fees and
other administrative costs.
Vehicle Type Fixed or Float Levelized Period Index Rate Adder Management Fee
Cars & Lt. Trucks Float N/A Commercial Paper 100 basis points .050%
Cars & Lt. Trucks Fixed 12 months 2 Yr. Treasury Notes 150 basis points .050%
INTERIM FINANCING: charged at the Prime Rate plus one percent for the period(s)
beginning with each advance of funds for an uncompleted Vehicle and ending on
the day preceding the first monthly rental billing for the Vehicle. Prime Rate:
the rate quoted as the prime rate (in the "Money Rates" column of The Wall
Street Journal as in effect on the date of each advance, divided by 360 and
multiplied by 365.
SALE FEE: None.
DEDUCTIBLE PERMITTED ON COMPREHENSIVE AND COLLISION INSURANCE: Actual Cash
Value (Customer approved to self-insure for physical damage to the Vehicles).
UNIVERSAL COMPRESSION, INC. GE CAPITAL FLEET SERVICES
By: /s/ XXXX XXXXXXXXXX By: /s/ XXXXX X. XXXX
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Title: Vice President Title: Authorized Signatory
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(President, Vice President,
Treasurer, or provide certificate
of authority)
