EXHIBIT 10.11
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
LESSOR-
LESSEE
LESSOR'S NAME: Xxxxx Xxxxx Company Inc
Street Address: 000 Xxxxxxxx Xxxx
City: Nashville State: TN. Zip: 37210
Geo Code: *101*
Lessee's Name: WESTERN EXPRESS, INC.
Street Address: 0000 XXXXXXXXXX XXXXX
City: NASHVILLE State: TN. Zip: 37209
This Lease Agreement (hereinafter "Lease") is entered into on the 27th day of
August, 2004, by and between the Lessor named above (hereinafter "Lessor") and
the Lessee named above (hereinafter "Lessee").
1. EQUIPMENT LEASED. Lessor agrees to lease to Lessee and Lessee agrees to
lease from Lessor the equipment described in each Schedule A now or
hereafter executed pursuant to this Lease (hereinafter "Schedule" or
"Schedules"), together with any attachments or accessories now or hereafter
incorporated in or attached to said equipment (hereinafter "Equipment").
It is hereby agreed that additional Equipment may be leased hereunder by
the execution of additional Schedules by Lessor and Lessee. Each such
Schedule, when so executed, shall constitute a separate Lease of the
Equipment described therein. Except as specifically modified in any
Schedule, all of the terms and conditions of this Lease shall govern the
rights and obligations of Lessee and Lessor with respect to the Equipment
described in the Schedules. Whenever reference is made herein to "this
Lease" or "the Lease" it shall be deemed to include all Schedules now or
hereafter executed under this Lease.
2. TERM. This Lease shall commence on the delivery date stated on the
applicable Schedule(s) and shall continue until all rental payments as
hereinafter described, and all of Lessee's other obligations hereunder,
have been satisfied in full by Lessee.
3. RENTAL. Lessee agrees to pay Lessor monthly payments in an amount and for
the term indicated in the Schedule(s) without reduction or set off for any
reason, except as otherwise provided in this Lease.
The first payment shall be due on the date stated in the Schedule(s).
4. LATE CHARGE; DISHONORED CHECKS. In the event Lessee fails to pay in full
any rental payment, or any other sum required to be paid hereunder by
Lessee, within ten (10) days of its due date, Lessor may, without declaring
Lessee to be in default, charge Lessee an amount equal to five percent (5%)
of such past due amounts or the maximum allowed by applicable state law. In
addition, Lessor may collect from Lessee a fee for dishonored checks. Such
fee shall not exceed $35 or the maximum amount permitted by applicable law.
The imposition of such a charge by Lessor shall in no way alter Lessor's
right to additionally or subsequently declare Lessee to be in default or to
exercise any of its remedies under this Lease.
5. FEES AND TAXES. Lessee agrees to pay when due all fees, sales and use
taxes, duties, assessments, highway use taxes, or other taxes and charges,
however designated, now or hereafter levied or based upon the purchase,
rental, ownership, use, possession, leasing, operation, control,
maintenance or sale of the Equipment, whether or not paid or payable by
Lessor (excluding Lessor's net income, franchise and business and
occupation taxes), and shall supply Lessor with proof of payment upon
written demand therefor by Lessor.
6. INSURANCE. With respect to the Equipment, Lessee shall provide and
maintain, at its own expense, public liability insurance for bodily injury
or death and property damage insurance with an aggregate limit of not less
than $750,000 per occurrence, or such other higher limit as may be required
by law.
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
Lessee shall also provide and maintain, at its own expense, collision and
upset insurance with a deductible of not more than $1,000, and fire, theft
and combined additional insurance with a deductible of not more than
$1,000.
All insurance required herein shall protect Lessor and Lessee as their
interests may appear. All insurance required to be provided by Lessee shall
designate Lessor as an additional insured and loss payee and shall, by the
terms of the policies or appropriate endorsements thereto: (a) be primary
to, and in no respect excess or contributory to or contingent upon, any
liability insurance provided by Lessor; (b) waive any right of subrogation
against Lessor; (c) provide that all liability insurance shall first be
applied against any claim against Lessor; (d) provide that all insurance
proceeds are to be paid directly to Lessor in respect of any damage to the
Equipment; and (e) provide that coverage may not be changed, altered or
canceled by the issuing insurance company without twenty (20) days prior
written notice to Lessor.
All insurance required herein to be provided by Lessee shall be placed with
an insurance company acceptable to and approved by Lessor. Lessor shall be
provided with certificates of insurance (or other document(s) acceptable to
Lessor) evidencing the insurance coverage required herein and establishing
that such insurance is in effect with respect to the Equipment.
Lessor is hereby appointed as Lessee's attorney-in-fact to prepare and
submit any notice or proof of loss and to endorse any check which may be
payable to Lessee in order to collect the benefits of such insurance. In
addition, as Lessee's attorney in fact, Lessor or its assignee shall have
full power to: (a) determine at Lessor's discretion what is a reasonable
sum for settlement and/or compromise of claim or suit; and (b) institute
suit in Lessee's name, or in Lessor's name, or both, and to add any costs
or expenses relating to the suit or claim, including legal fees and
expenses, to the balance of Lessee's obligations under the Lease. This
authorization shall include the right of Lessor to cancel the insurance if
the Lessee is in default (as defined in Section 14 below). Lessee agrees
that if any charge for required insurance is returned to Lessor, it may be
credited to Lessee's account or used to buy similar insurance or insurance
which covers only Lessor's interest in the Equipment. Lessee hereby directs
any insurance company to make payment of any monies, payable because of
insurance provided pursuant to this Lease, directly to Lessor, and any such
monies so paid are hereby assigned to Lessor to be credited to Lessee's
account to the extent of the unpaid balance under this Lease.
Lessee agrees that any excess or umbrella liability insurance which it may
have in addition to the minimum requirements set forth above shall also
include the interest of Lessor, to the extent permitted by law.
7. LESSOR'S RIGHT TO PAY. If Lessee fails to insure the Equipment as required
by Section 6 or if Lessee fails to pay and discharge any or all fees,
taxes, liens and other charges as required by Section 5, Lessor, without
prejudice to any other rights hereunder, may (but shall not be obligated
to) provide such insurance, or may pay and discharge such fees, taxes,
liens or other charges, and Lessee agrees to repay said sums to Lessor upon
demand. If Lessee fails to repay Lessor within ten (10) days of the sending
of Lessor's demand for repayment, Lessor may assess a late charge on such
amounts in accordance with Section 4 hereof. If such amounts, including
late charges, remain unpaid for ten (10) additional days, then Lessee shall
also be liable for interest thereon at the default rate of interest set
forth in Section 14, or the maximum amount permitted by law.
8. INDEMNIFICATION. Lessee assumes liability for and agrees to defend,
indemnify and hold Lessor harmless from any claim for liability (including,
without limitation, claims involving strict liability in tort or product
liability), claims involving any fees, sales, transaction privilege, gross
receipts or use taxes, duties, assessments, highway use taxes or other
taxes and charges, however designated, now or hereafter levied or based
upon the purchase, rental, ownership, use, possession, leasing, operation,
control, maintenance or sale of the Equipment, whether or not paid or
payable by Lessor, any loss, cost, expense or damage of every nature
(including, without limitation, fines, forfeitures, penalties, settlements
and attorney's fees) by or to any person and regardless of its basis, which
directly or indirectly results from or pertains to the purchase, sale,
leasing, manufacture, delivery, ownership, use, possession, operation,
condition (including, without limitation, latent or other defects, whether
or not discoverable, and patent, trademark and copyright infringement),
removal, return or storage of the Equipment, the breach by Lessee of any
covenant or condition of this Lease, or the recovery of claims under
physical damage coverage on the Equipment. LESSEE'S INDEMNITIES AND
LIABILITIES SHALL CONTINUE IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE
EXPIRATION OR TERMINATION OF THIS LEASE FOR ANY REASON.
Upon request by Lessor, Lessee shall assume the defense of all demands,
claims, actions, suits and all other proceedings against Lessor for which
indemnity is provided herein and shall allow Lessor to participate in the
defense thereof. Lessee shall be subrogated to all rights of Lessor for any
matter for which Lessee has assumed obligation hereunder and may not settle
such demand, claim or action without Lessor's prior consent. Lessor shall
be subrogated to all rights of Lessee for any matter for which Lessor has
assumed obligation hereunder and may settle such demand, claim or action
without Lessee's prior consent.
9. ASSIGNMENT. All right, title and interest in and to this Lease, as well as
to the Equipment, may be assigned at any time by Lessor without Lessee's
consent. Upon notice of any assignment by Lessor or its assignee, Lessee
shall make all payments coming due hereunder to the assignee without
offset, counterclaim or defense of any kind. It is expressly understood
that any reference in this Lease to "Lessor" shall be construed to mean
Lessor or Lessor's assignee.
Lessee shall not assign, transfer or sublet this Lease, the Equipment or
Lessee's interest hereunder without Lessor's prior written consent (which
may be withheld at Lessor's sole discretion), nor shall Lessee's interest
hereunder inure to the benefit of any trustee, receiver, creditor or
successor of Lessee or its property, whether or not in bankruptcy, or
whether by operation of law or otherwise.
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
10. OWNERSHIP/TITLE/LIENS. Lessor and Lessee intend for this agreement to be a
true lease; consequently; ownership of and title to all Equipment shall be
and remain in Lessor, notwithstanding possession and use thereof by Lessee.
Lessee has not acquired, and will not acquire by its acceptance of this
Lease, any proprietary rights or interest in the Equipment. Lessee
acknowledges that unless and until Lessor allows Lessee to purchase the
Equipment pursuant to Section 15, Lessee's interest shall be that of lessee
and not owner. Lessee shall keep the Equipment free from all liens and
encumbrances during the term of this Lease.
11. USE, INSPECTION AND ALTERATIONS. Lessee at its sole expense shall have the
Equipment serviced in accordance with the manufacturer's approved
maintenance schedules, ensure that maintenance records are available for
review by Lessor at reasonable times and places and maintain the Equipment
in good repair, appearance, functional order, and good lawful operating
condition.
Lessee shall not: (a) use or permit the use of the Equipment in any
unintended, injurious or unlawful manner; (b) use or permit the use of the
Equipment primarily for personal, family, household or agricultural
purposes; (c) subject the Equipment to unusual, extreme or severe operating
condition; or (d) change or alter the Equipment without Lessor's prior
written consent, except that Lessee shall make such alterations and
improvements, at Lessee's expense, as may be required from time to time to
meet the requirements of law or of any federal, state or local governmental
authority having jurisdiction over the Equipment.
To ensure compliance with the foregoing, Lessor shall have the right, at
any time, to enter Lessee's premises or elsewhere to inspect the Equipment
or to observe its use. All improvements and alterations, other than
improvements which can be readily removed without causing damage to the
Equipment and without rendering the Equipment unable to comply with law,
shall become part of the Equipment and shall be the property of Lessor.
12. LOSS AND DAMAGE. Lessee hereby assumes all risk of loss, including theft or
destruction, and the risk of damage to the Equipment, from any and every
cause whatsoever, whether or not such loss is covered by insurance. Loss or
damage to the Equipment, or any part thereof, shall not relieve Lessee of
any obligation under this Lease.
If the Equipment is damaged or destroyed in an accident or other occurrence
or confiscated by any governmental authority or subjected to any tax lien
or is stolen, abandoned or subjected to undue peril, Lessee will notify
Lessor within ten (10) days of such occurrence or condition.
If any item of Equipment is damaged and in a condition which Lessor
believes may be reasonably repaired, Lessee shall repair the same to good
working order. If the Equipment is damaged and in a condition which Lessor
believes is beyond reasonable repair, or with respect to any other
occurrence or condition set forth above, Lessor may terminate this Lease
with respect to that Equipment immediately. If the Lease is terminated,
Lessee's termination liability shall be the sum of the following: (1) any
Lease payments or other amounts due and owing as of the time of
termination; plus (2) the balance of the Lease payments Lessee would have
made had the Lease gone to full term (less a deduction for the time value
of such payments computed in accordance with the simple interest method);
plus (3) the Residual Value as set forth in the Schedule(s) (less a
deduction for the time value of such payments computed in accordance with
the simple interest method); plus (4) an amount equal to one monthly Lease
payment; plus (5) any and all commissions, fees or other amounts paid by
Lessor's assignee as consideration for assignment of this Lease; less the
proceeds Lessor receives from the insurance provided by Lessee, if any.
Lessee expressly understands and agrees that in the event of a total loss,
Lessee's insurance policy may not be sufficient to completely satisfy
Lessee's termination liability set forth above, and Lessee agrees that in
such event Lessee shall be liable for, and shall pay Lessor upon demand
therefor, the amount of any such deficiency.
13. SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE. Lessee
represents, warrants and covenants to Lessor that: (a) the Equipment will
not be used outside of the United States during more than 50 percent of any
calendar year or partial calendar year during the term of this Lease; (b)
Lessee is not and will not become an organization exempt from the tax
imposed by Chapter 1 of the Internal Revenue Code of 1986 nor will Lessee
allow any such entity to use the Equipment; and (c) Lessee is not the
United States, any State (including the District of Columbia) or political
subdivision thereof or any agency or instrumentality of the United States,
any State or political subdivision thereof or any international
organization, nor will Lessee allow any such entity to use the Equipment.
Lessee acknowledges that if any representation, warranty or covenant herein
is false or if it takes any action or omits to take any action which causes
any such representation, warranty or covenant to be false or to be
breached, Lessor, or the affiliate group of which it is a member, may
suffer adverse tax consequences. Accordingly, Lessee agrees that if it
breaches any such representation, warranty or covenant or if the same shall
be or become false, this Lease shall be deemed to be in default and Lessee
shall be liable to Lessor in the manner and for the amounts specified in
Section 14 hereof.
14. DEFAULT; LESSOR'S REMEDIES. Time is of the essence in this Lease, and
Lessor may declare this Lease to be in default and terminated upon the
occurrence of any of the following events: (a) Lessee's failure to pay when
due the full amount of any payment required hereunder or under any other
lease (or under any loan or retail installment contract) with Lessor or any
affiliate of Lessor, including without limitation any maintenance agreement
on the Equipment by and between Lessee and Freightliner LLC, or Lessee's
default in the performance of any of the obligations or covenants hereunder
or thereunder, including, without limitation, rent, taxes, liens,
insurance, indemnification, repair or other charge; or (b) the making of
any false or misleading statement by Lessee prior to or in connection with
this Lease; or (c) Lessee's death, dissolution, insolvency or other
termination of existence; or (d) Lessee's becoming the subject of a
petition in bankruptcy, either voluntarily or involuntarily, or making an
assignment for the benefit of creditors, or being named or subjected to a
suit for the appointment of a receiver; or (e) seizure of or levy upon the
Equipment by reason of any legal or governmental process directed against
Lessee; or (f) any bankruptcy,
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
insolvency, termination or default of any guarantor of Lessee; (g) if any
guaranty supporting Lessee's obligations hereunder shall fail to remain in
full force and effect; or (h) Lessor in good faith believes the prospect
for performance or payment by Lessee is substantially impaired.
Upon Lessee's default, Lessee shall be liable for, and shall pay Lessor
upon demand, the sum of the following as liquidated damages: (1) any Lease
payments or other amounts due and owing as of the time of default; plus (2)
the balance of the Lease payments Lessee would have paid had the Lease gone
to full term (less a deduction for the time value of such payments computed
in accordance with the Rule of 78's); plus (3) the Residual Value as set
forth in the Schedule(s) (less a deduction for the time value of such
payments computed in accordance with the Rule of 78's); plus (4) an amount
equal to one monthly Lease payment; plus (5) any and all commissions, fees
or other amounts paid by Lessor's assignee as consideration for the
assignment of this Lease (collectively, the "Default Liability").
In the event of Lessee's default, Lessee agrees to surrender the Equipment
to Lessor at such location as Lessor may designate, and agrees that Lessor
may take possession of the Equipment wherever the same may be found,
whether on Lessee's premises or elsewhere, in accordance with applicable
law. Lessee further agrees that any and all rights or interests Lessee may
have in the Equipment shall be extinguished upon Lessee's default.
If Lessor obtains possession of the Equipment following Lessee's default,
Lessor shall dispose of the Equipment by public or private sale in the
wholesale or retail market, and such disposition may be with or without
notice to Lessee. Following any such sale, Lessor shall deduct from the
Default Liability the amount of any proceeds obtained upon disposition of
the Equipment, less any costs or expenses incurred by Lessor in connection
with the repossession, storage, restoration and/or disposition of the
Equipment.
Lessor may assess, and Lessee will be liable for, interest on the total
amounts Lessee may owe to Lessor from time to time by reason of Lessee's
default at the rate of eighteen percent (18%) per annum, unless a lower
rate is required by applicable law, in which case that rate shall apply,
both before and after judgment.
Lessee understands and agrees that the remedies provided under this Lease
in favor of Lessor upon default shall not be exclusive, but shall be
cumulative and in addition to any other remedies available to Lessor,
whether existing in law, equity or bankruptcy.
15. PURCHASE OPTION. It is understood and agreed that Lessee has no option to
purchase the Equipment at any time. However, if Lessor may, at its sole
option and in its sole discretion, provide Lessee the opportunity to
purchase the Equipment upon the expiration of the Lease for an amount equal
to the Residual Value set forth in the Schedule(s). If Lessee elects to
accept Lessor's offer and purchase the Equipment, Lessee must also pay any
official fees and taxes assessed in connection with the purchase, plus any
other amounts due hereunder but not paid at the time of termination. Lessee
expressly understands that Lessee shall have absolutely no equity or other
ownership rights in the Equipment unless and until Lessee purchases the
Equipment pursuant to this Section 15.
16. END OF LEASE TERMINATION LIABILITY. Upon the expiration of this Lease,
Lessee shall, at Lessee's expense, assemble and return the Equipment
unencumbered at Lessor's place of business, or at such other place as
Lessor specifies, in the same condition, appearance and functional order as
received, reasonable and ordinary wear and tear excepted.
Upon the return of the Equipment as herein provided, Lessor will sell the
Equipment at a public or private sale with or without notice to Lessee. If
the amount received from the sale (less sales tax payable, reasonable sales
commissions and restoration and storage costs, if any) exceeds the Residual
Value of the Equipment as set forth in the Schedule(s), the amount of such
surplus shall be paid to Lessee. If the amount received from the sale (less
sales tax payable, reasonable sales commissions and restoration and storage
costs, if any) is less than the Residual Value of the Equipment as set
forth in the Schedule(s), Lessee shall be liable for, and shall pay upon
demand, the amount of such deficiency to Lessor. Lessee acknowledges that
the potential benefit or liability contemplated by this Section 16 is not
intended to create any equity interest in the Equipment for Lessee, but
rather are designed as incentives for Lessee to properly maintain the
Equipment as required by this Lease.
If Lessee fails to return the Equipment on or before the last day of the
Lease term, Lessee shall be obligated to pay, as holder lease payments, an
amount equal to two times the monthly payment for each month (or portion
thereof) that the Lessee fails to return the Equipment. For example, if the
monthly payment prior to the expiration of the lease was $200 per month,
the holdover monthly lease payment shall be $400 per month. Notwithstanding
the foregoing, receipt of the monthly holdover payment shall not constitute
consent or permission by Lessor to retain possession of the Equipment.
17. ADDITIONAL SECURITY. To further secure the performance of Lessee's
obligations to Lessor, hereunder or otherwise, Lessee hereby grants to
Lessor a first security interest in (a) each and every vehicle leased by
Lessee from DaimlerChrysler Services North America, LLC(Lessee's interest
in said equipment being assigned to the full extent of Lessee's interest
therein); and (b) each and every vehicle purchased by Lessee and financed
by DaimlerChrysler Services North America LLC.
18. DISCLAIMER OF WARRANTIES. LESSOR IS NOT THE PRODUCER, MANUFACTURER OR
DESIGNER OF THE EQUIPMENT, AND LESSOR MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THIS LEASE OR THE EQUIPMENT, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR INTENDED USE. LESSOR SPECIFICALLY DISCLAIMS ANY AND ALL
LIABILITY FOR CONSEQUENTIAL DAMAGES.
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
Lessor agrees, however, to assign to Lessee all of the manufacturer's
standard warranties applicable to the Equipment, together with any rights
and remedies afforded thereunder, to the extent that those warranties,
rights and remedies are assignable.
19. ENTIRE AGREEMENT; WAIVER. This Lease and the Schedule(s) referred to herein
constitute the entire agreement of the parties hereto. No waiver or
modification of this Lease or any Schedule shall be effective unless in
writing and signed by both parties. No waiver by Lessor of any obligation
of Lessee under this Lease shall be deemed a waiver of Lessor's right to
subsequent or other full and timely performance.
20. BINDING ON SUCCESSORS AND PERMITTED ASSIGNS. This Lease shall be binding
upon and inure to the benefit of any permitted successors and assigns of
Lessor and Lessee.
21. COSTS AND ATTORNEY'S FEES. If Lessor employs an agent or other party for
purposes of collection or repossession, or refers this Lease to an attorney
for purposes of collection, repossession or enforcement of Lessor's
interests herein, Lessee agrees to reimburse Lessor upon Lessor's demand
for all of Lessor's repossession costs, attorney's fees and expenses to the
extent permitted by applicable state law.
22. NOTICES. All notices and payments shall be mailed to the respective parties
at the addresses set forth above or such other address as a party may
provide to the other party in writing.
23. GOVERNING LAW; JURISDICTION. This Lease shall be deemed to have been made
in the state named in Lessor's address above, and shall be interpreted, and
the rights and liabilities of the parties determined, by the laws and
courts of that state, to the exclusion of the courts of any other state or
country; provided, however, that Lessor shall have the right, but not the
obligation, to litigate in any state or country in which Lessee, the
Equipment, or any of Lessee's or any guarantor's assets are located. LESSEE
WAIVES ANY AND ALL RIGHT TO A JURY TRIAL REGARDING ANY DISPUTE ARISING
HEREUNDER.
24. SEVERABILITY. If any of the provisions of this Lease are prohibited by or
held invalid under applicable laws or regulations of any jurisdiction in
which this Lease is sought to be enforced, then that provision shall be
considered inapplicable and omitted but shall not invalidate the remaining
provisions.
25. HEADINGS. Headings at the beginning of each section are solely for the
convenience of the parties and shall not be considered when interpreting
this Lease.
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
BY SIGNING BELOW, LESSEE ACKNOWLEDGES THAT LESSOR'S SIGNATURE ON THIS LEASE WILL
HAVE THE EFFECT OF ASSIGNING ALL RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO
THIS LEASE AND THE EQUIPMENT TO DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC.
WARNING: IMPORTANT CONSUMER PROTECTIONS MAY NOT APPLY IF THIS AGREEMENT
INDICATED THAT LESSEE IS LEASING THE VEHICLE PRIMARILY FOR AGRICULTURE, BUSINESS
OR COMMERCIAL USE.
NOTICE TO THE LESSEE: (1) DO NOT SIGN THIS LEASE BEFORE READING IT OR IF IT
CONTAINS ANY BLANK SPACES TO BE FILLED IN; (2) LESSEE IS ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THIS LEASE.
LESSEE AGREES THAT LESSEE RECEIVED A COMPLETELY FILLED-IN COPY OF THIS LEASE.
LESSEE AGREES TO ALL THE PROVISIONS OF THE LEASE.
LESSEE: WESTERN EXPRESS, INC.
SIGNATURE X: /s/ XXXXX XXXX
TITLE: PRESIDENT
BY SIGNING BELOW, LESSOR ACCEPTS THE TERMS AND CONDITIONS OF THIS LEASE AND
ASSIGNS ALL RIGHT, TITLE AND INTEREST TO AND IN THIS LEASE AND THE EQUIPMENT TO
DAIMLERCHRYSLER SERVICES NORTH AMERICA, LLC PURSUANT TO THE TERMS OF THE
EQUIPMENT PURCHASE AND LEASE ASSIGNMENT AGREEMENT BY AND BETWEEN LESSOR AND
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC.
LESSOR: XXXXX XXXXX COMPANY INC
SIGNATURE X: /s/ XXXXXX X. XXXXX
TITLE: SALES MANAGER
DaimlerChrysler Service
Truck Finance
LEASE AGREEMENT
(OPEN-END)
STATEMENT
The undersigned, Lessee under the Lease Agreement dated 08/27/2004 (the
"Lease"), hereby represents and certifies, under penalty of perjury, that, with
respect to all Schedules now or hereafter executed in connection with the Lease:
(i) Lessee intends that more than 50 percent of the use of the Equipment is to
be in its trade or business; and
(ii) Lessee has been advised that LESSEE WILL NOT BE TREATED AS THE OWNER OF THE
EQUIPMENT FOR FEDERAL INCOME TAX PURPOSES.
Lessee agrees to indemnify Lessor pursuant to Section 8 of the Lease for any
claims, losses, costs, damages, and expenses, of whatsoever kind and nature,
including legal fees, resulting from lessee's breach of the above representation
and certification.
LESSEE: WESTERN EXPRESS, INC.
SIGNATURE X: /s/ XXXXX XXXX
TITLE: PRESIDENT
TITLE: 8-27-2004
DaimlerChrysler Service
Truck Finance
LEASE SCHEDULE A - PROPERTY SCHEDULE ADDENDUM
PROPERTY SCHEDULE attached to LEASE AGREEMENT dated: __________
Base Location:
County: __________ City: __________ State: __________
Delivery Capitalized Residual Term in Titling
Year Make Model Serial Number Date Cost Value Months Source
---- ---- ----- ------------- -------- ----------- -------- ------- -------
Lessee: WESTERN EXPRESS, INC.
Signature X:
---------------------------
Title: PRESIDENT
