Exhibit 10.96

  

  

  

 

  

 

 

  

  

	Vehicle Lease Service Agreement Schedule “A”	Schedule “A” No.
		Date of Preparation	2/24/12
		Page	1 of 2

 

Penske Location:			City, State and Zip Code:

 

THIS AMENDMENT is made this _________ day of February, 2012 to the Vehicle Lease Service Agreement dated as of the February 6, 2012 (the "VLSA") between PENSKE TRUCK LEASING CO., L.P. ("Penske") and REGIONAL ENTERPRISES, INC. ("Customer").

 

Intending to be legally bound, the parties agree that the VLSA is amended as follows:

 

1.

Article 7 is amended by adding the new subparagraph e:

 

“e.        Lease Premium for Purchase of Equipment. Customer desires a Cyntrx (the “On-Board Technology”) be installed on the Vehicles described on Unit Numbers ____________. Penske has agreed to acquire such On-Board Technology from a seller or manufacturer for the amount of $542.00 per Vehicle (“Acquisition Price”) and have such On-Board Technology installed on the Vehicle(s).

 

As a result of Penske purchasing the On-Board Technology, Customer agrees to fully repay Penske an increased amount of $7.26 (“Lease Premium”), inclusive of interest, per normal billing cycle during the term and, in addition thereto, agrees as follows:

 

1.

The Lease Premium shall be included within the definition of “Lease Charges” under this VLSA;

 

2.

In the event this VLSA terminates prior to the expected termination date; whether as a result of Customer or Penske default or Customer or Penske election, or otherwise, the unamortized balance of the Payment shall become immediately due and payable to Penske (“Accelerated Payment”);

 

3.

Customer shall remain responsible for all repair and maintenance of the On-Board Technology during the term of the VLSA;

 

4.

At the expiration of the lease term and upon final payment to Penske, Customer shall be the owner of the On-Board Technology and Penske agrees to prepare and execute all reasonable documentation to evidence Customer’s ownership;

 

5.

Upon expiration of the lease term, Customer shall be responsible, at its sole cost and expense, for the removal of the On-Board Technology from the Vehicle and for any damage to the Vehicle resulting from removal of the On-Board Technology and the On-Board Technology shall be returned to Customer and the Vehicle shall be returned to Penske;

 

6.

The Accelerated Payment shall not be construed as a “penalty” and Customer hereby waives any and all rights, claims or issues that such amount can or should be characterized as a penalty; and

 

7.

In the event Customer (a) files for bankruptcy; (b) is adjudged bankrupt; (c) has a receiver appointed to control or oversee its assets or property; or (d) makes a general assignment for the benefit of creditors and seeks “debtor in possession” or similar status or financing in connection therewith, Customer agrees to pay the Accelerated Payment and any and all other charges payable under the applicable law.”

 

 

Schedule “A” annexed to and made a part of Vehicle Lease Service Agreement dated ______________ between

 

Regional Enterprises, Inc. and PENSKE TRUCK LEASING CO., L.P. effective on the ________ day of February, 2012.

 

Addition(s) _____________ and shall be in addition to any Schedule “A” attached hereto and made a part of said Agreement hereto.

(Initial)

 

Deletion(s)_____________ and shall supersede Schedule “A”(s) Number ________ dated ________ attached hereto.

(Initial)

 

Regional Enterprises, Inc.	Signature	Title	Date
PENSKE TRUCK LEASING CO., L.P.	Signature	Title	Date

wmm/VLSA12/Amend-48/Regional Enterprises

 

   

	Vehicle Lease Service Agreement Schedule “A”	Schedule “A” No.
		Date of Preparation	2/24/12
		Page	2 of 2

 

Penske Location:			City, State and Zip Code:

   

2.

Article 11, third line, by inserting the words “, if billed,” after the word “Penske” and before the word “for”.

 

3.

Article 14.a. is amended as follows:

 

·

First sentence, by deleting the words “sixty (60) days” and replacing them with the words “one hundred twenty (120) days.”

 

·

By adding the following to the end thereof:

 

“Notwithstanding anything contained above to the contrary, if Penske terminates this VLSA and Customer is not then in default, Customer shall have the right, but not the obligation to purchase the Vehicles so terminated. However, in the event of such termination, Customer shall pay all outstanding Lease Charges through and including the date of termination, together with the amounts described in clauses (ii), (iii), and (iv) of paragraph b of this Article 14.”

 

4.

Article 14.b., first sentence, clause (iii), by inserting the words “Unless Customer purchases such Vehicle from Penske per paragraph a of this Article 14,” after the parenthetical “(iii)” and before the word “the.”

 

5.

Article 17.a., first sentence, by inserting the following immediately before the first instance of the word “CUSTOMER”:

 

"Without the prior written consent of Penske which consent shall not be unreasonably withheld,"

 

 

Schedule “A” annexed to and made a part of Vehicle Lease Service Agreement dated ______________ between

 

Regional Enterprises, Inc. and PENSKE TRUCK LEASING CO., L.P. effective on the ________ day of February, 2012.

 

Addition(s) _____________ and shall be in addition to any Schedule “A” attached hereto and made a part of said Agreement hereto.

(Initial)

 

Deletion(s)_____________ and shall supersede Schedule “A”(s) Number ________ dated ________ attached hereto.

(Initial)

 

Regional Enterprises, Inc.	Signature	Title	Date
PENSKE TRUCK LEASING CO., L.P.	Signature	Title	Date

wmm/VLSA12/Amend-48/Regional Enterprises

  

 

	Vehicle Lease Service Agreement Schedule “A”	Schedule “A” No	12-01
		Date of Preparation	2/24/12
		Page	1 of 1

 

Penske Location:			City, State and Zip Code:

  

THIS AMENDMENT is made this 6th day of February, 2012 to the Vehicle Lease Service Agreement dated as of February 6, 2012 (the “VLSA”) between PENSKE TRUCK LEASING CO., L.P. (“Penske”) and Regional Enterprises, Inc.

(“Customer”).

 

Intending to be legally bound, the parties agree that the VLSA is amended as follows:

 

1.

Article 1.a. is amended by adding the following to the end thereof:

 

“Notwithstanding the foregoing, Penske is ordering Vehicle Numbers _______________ and the anticipated dates that the Vehicles will be ready for delivery to Customer may be different dates, therefore Penske is agreeable, for the purposes of this VLSA, that the Vehicles shall have a common anniversary date based on the In-Service Date of the last Vehicle on the first Schedule ‘A’ signed hereunder (“Common Anniversary Date”) and any future additions to Customer’s fleet shall have the same Common Anniversary Date.”

 

2.

Article 14 is amended by adding the following to the end thereof as a new paragraph c:

 

“c. Business Downturn. Notwithstanding the foregoing, in the event Customer suffers a significant documented downturn in business that as a result eliminates Customer’s need for one or more of the Vehicles described on Schedule ‘A’ No.12-01, Customer shall, after the first (1^st) anniversary of the Common Anniversary Date, have the one-time option of terminating up to five (5) of such Vehicles, without the obligation to purchase such Vehicle(s) or to make the Alternative Payment with respect thereto, provided: (i) Customer shall provide Penske with written notice not less than 120 days prior to the effective date of termination, documenting the business downturn and setting forth the effected Vehicle(s) as to which this VLSA is to be terminated and the effective date of such termination; (ii) Customer may not exercise this termination right if Customer is then in default under this VLSA or is in default at the time of termination; and (iii) Customer shall not renew, replace, extend or add any like equipment with any vendor in any location during the original term of any terminated Vehicle(s) without first utilizing these Vehicles for those requirements. However, in the event of such termination, Customer shall pay all outstanding Lease Charges through and including the date of termination, together with the amounts described in clauses (ii), (iii), and (iv) of paragraph b of this Article 14.”

 

3.

Article 15 is amended by deleting the fourth sentence and replacing it with the following:

 

“Adjustments shall be implemented annually on January 1, with the first adjustment on January 1, 2013.”

  

  

Schedule “A” annexed to and made a part of Vehicle Lease Service Agreement dated ____February 6, 2012___________ between

 

REGIONAL ENTERPRISES, INC. and PENSKE TRUCK LEASING CO., L.P. effective on the ________ day of February, 2012.

 

Addition(s) ____________ and shall be in addition to any Schedule “A” attached hereto and made a part of said Agreement hereto.

(Initial)

 

Deletion(s) ____________ and shall supersede Schedule “A”(s) Number _______ dated ________ attached hereto.

(Initial)

 

REGIONAL ENTERPRISES, INC.	Signature	Title	Date
PENSKE TRUCK LEASING CO., L.P.	Signature	Title	Date

wmm/VLSA12/Amend-347/Regional Enterprises

 

 

 

	Vehicle Lease Service Agreement Schedule “A”	Schedule “A” No.
		Date of Preparation
		Page	1

 

Penske Location:			City, State and Zip Code:

 

THIS AMENDMENT is made this 6^th day of February, 2012 to the Vehicle Lease Service Agreement dated February 6, 2012 (the “VLSA”) between PENSKE TRUCK LEASING CO., L.P. (“PENSKE TRUCK LEASING”) and Regional Enterprises, Inc. (“CUSTOMER”).

 

The parties agree that the VLSA is amended as follows:

 

1. The following is added to the end of Article 13:

“Notwithstanding anything contained in the VLSA to the contrary, with respect to all Vehicles currently leased to CUSTOMER under the VLSA or any other agreement, CUSTOMER agrees to pay all invoices on the _________ of the month through an Automated Clearing House (“ACH”). CUSTOMER consents to PENSKE TRUCK LEASING’s debiting CUSTOMER’s account through the ACH.

 

If CUSTOMER fails to pay PENSKE TRUCK LEASING in accordance with the provisions of Article 7 of the VLSA, or if CUSTOMER does not meet the payment terms outlined in the preceding paragraph with respect to ACH payments, then such failure shall be considered an “Event of Default” and PENSKE TRUCK LEASING shall be able to pursue all of its remedies as outlined in this Article 13.”

 

 

 Schedule “A” annexed to and made a part of Vehicle Lease Service Agreement dated February 6, 2012 between

 

Regional Enterprises, Inc. and PENSKE TRUCK LEASING CO., L.P., effective on the ________ day of ________, 200_.

 

Addition(s) _____________ and shall be in addition to any Schedule “A” attached hereto and made a part of said Agreement hereto.

(initial)

 

Deletion(s)_____________ and shall supercede Schedule “A”(s) Number ________dated _______ attached hereto.

(Initial)

 

Regional Enterprises, Inc.	Signature	Title	Date
PENSKE TRUCK LEASING CO., L.P.

Form 1358-980  (3/01)

wmm/VLSA/Amend-80.kav

 

  

 

	Vehicle Lease Service Agreement Schedule “A”	Schedule “A” No.	Permanent
		Date of Preparation	2/24/12
		Page	1

 

Penske Location:			City, State and Zip Code:

 

THIS AMENDMENT is made this _______ day of ______________, 2009 to the Vehicle Lease Service Agreement dated as of February 6, 2012 (the “VLSA”) between PENSKE TRUCK LEASING CO., L.P. (“PENSKE TRUCK LEASING”) and Regional Enterprises, Inc. (“CUSTOMER”).

 

The parties agree that the VLSA is amended as follows:

 

1.

Article 8 is amended by adding the following sentence to the end thereof:

 

“Notwithstanding the foregoing, Penske consents to the transportation of the below list of “hazardous materials” only, provided Customer is in strict compliance with the provisions of Article 9 of this VLSA:

 

Name of Material

 

Class 3 Combustible Liquids hauled in tanker quantities and smaller

Class 8 Corrosive Materials hauled in tanker quantities and smaller

 

Any proposed change in the class types or transportation modes or containers used by CUSTOMER shall require prior PENSKE TRUCK LEASING review and approval.

 

2.

Article 9c, first sentence, fourth line is amended by deleting the words “One Million Dollars ($1,000,000.00)” and replacing them with the words “Ten Million Dollars ($10,000,000.00)”.

  

 

 Schedule “A” annexed to and made a part of Vehicle Lease Service Agreement dated February 6, 2012 between

 

Regional Enterprises, Inc. and PENSKE TRUCK LEASING CO., L.P., effective on the ________ day of ________, 200_.

 

Addition(s) _____________ and shall be in addition to any Schedule “A” attached hereto and made a part of said Agreement hereto.

(initial)

 

Deletion(s)_____________ and shall supercede Schedule “A”(s) Number _________ dated _________ attached hereto.

(Initial)

 

Regional Enterprises, Inc.	Signature	Title	Date
PENSKE TRUCK LEASING CO., L.P.

Form 1358-980  (3/01)

wmm/VLSA/Amend-65.Kav