KEY EQUIPMENT FINANCE COMMITMENT AGREEMENT

EXHIBIT 4.32

KEY EQUIPMENT FINANCE

USA TRUCK, INC.

November 5, 2003

Craig Shelly

Treasurer

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, AR 72956

Craig:

Key Equipment Finance, a Division of Key Corporate Capital Inc. is pleased to present the following equipment financing proposal for your review and consideration. The following terms and conditions are based upon information furnished to us by you.

SUMMARY OF TERMS AND CONDITIONS

This proposal is based upon both the assumption and the condition that the closing(s) for this transaction will take place on the 15 ^th of each month from January 1, 2004 through December 31, 2004. If the closing(s) do not take place on the closing date(s) indicated in the attached schedule, the Rental Amounts (and other economic factors) set forth herein may be adjusted to reflect the actual closing date(s). All fundings will be conditioned on the delivery and acceptance of the Equipment by Lessee.

LEASE INFORMATION

L EASE T YPE /D OCUMENTATION

Tax lease with Terminal Rental Adjustment Clause, evidenced by documentation to be provided by Lessor and satisfactory to Lessor and Lessee. This documentation will be the final and complete expression of the financing summarized in this proposal.

A DJUSTMENT OF R ENTAL A MOUNT P RIOR TO L EASE C LOSING

During the Initial Lease Term and a Renewal Term, if any, the Rental Amount in place at lease closing will be fixed. The Rental Amount quoted in this Proposal was calculated using a rate based on the 3-Year Interest Rate Swap Rate, which was 2.82 as of October 30, 2003. Such Rental Amount shall be adjusted to lease closing to reflect changes in the 3-Year Interest Rate Swap Rate until the Rent Commencement Date under the Lease (and then shall be fixed for the term of the Initial Lease Term and any Renewal Term) as follows:

IF

the 3-Year Interest Rate Swap Rate for the day on which the final equipment schedule evidencing this transaction (as determined by Lessor) is sent to Lessee by Lessor is greater than or less than the rates shown in the table below.

THEN

for each one basis point (.01%) variance, the rate upon which the Rental Amount is calculated shall be increased or decreased, as the case may be, by one basis point (.01%).

Based upon such new rate, the Rental Amount shall be adjusted accordingly. As used in this Section, the term “3-Year Interest Rate Swap Rate” shall mean the 3-Year Interest Rate Swap Rate as indicated by the Federal Reserve’s H.15 report, which can be found at: www.federalreserve.gov/releases/h15/update

R ENTAL P AYMENT O PTIONS

Lessee may choose to pay Rental Amount by using Lessor’s automatic direct debit service (Option A), subject to written agreement between Lessor and Lessee, or by issuing a check payable to Key Equipment Finance (Option B). Please indicate your preference by checking the correct option at the end of this proposal.

T ERMINAL R ENTAL A DJUSTMENT

Lessee will represent and warrant that the Lease constitutes a “Qualified Motor Vehicle Agreement” under applicable law. Subject to certain notice and absence of defaults provisions, at the expiration of the Initial Term, Lessee shall have the option to purchase the Equipment for a purchase price equal to 40.0% (the “Estimated FMV”), which represents the parties present best estimate of the fair market value of the Equipment on such date determined by using commercially reasonable methods which are standard in the industry. If Lessee does not exercise the foregoing purchase option, the Equipment will be sold to a third party. Through the use of a Terminal Rental Adjustment, any (1) deficiency between the Net Sales Proceeds (as defined by Lessor) and the Estimated FMV shall be promptly paid by Lessee to Lessor, and (2) excess of the Net Sales Proceeds (as defined by Lessor) over the Estimated FMV shall be promptly paid by Lessor to Lessee.

N ET L EASE

The Lease will be a noncancellable, net