Exhibit 10.3


Limited Guaranty


THIS LIMITED
GUARANTY is made as of July 31, 2006 (the “Guaranty”),
and is given by J.B. Hunt Transport Services, Inc., a corporation duly
organized pursuant to the laws of Arkansas, having its head office at 615 J.B.
Hunt Corporation Drive, Lowell, Arkansas, 72745 (the “Guarantor”)
in favor of ABN AMRO Bank N.V., as
Agent (the “Beneficiary”) for the benefit of the
Committed Purchasers (as defined below) and Windmill (as defined below).


WHEREAS,


A.            JBH
Receivables LLC (“Seller”), J.B. Hunt Transport,
Inc. (“Collection Agent”), the Committed
Purchasers (as defined in the Receivables Sale Agreement), Windmill Funding
Corporation (“Windmill”) and the Beneficiary have
entered into a Receivables Sale Agreement dated as of the date hereof (as
amended, supplemented or otherwise modified through the date hereof, the “Receivables Sale Agreement”). Capitalized terms used herein
without definition shall have the meanings set forth in the Receivables Sale
Agreement.


B.            Pursuant
to the Receivables Sale Agreement, the Collection Agent has undertaken certain
payment and performance obligations and, pursuant to the Purchase Agreement,
the Originator has undertaken certain payment and performance obligations to
the Seller (collectively, the “Obligations”),
and the Seller has assigned its rights with respect to such Obligations to the
Beneficiary pursuant to the Receivables Sale Agreement.


C.            Guarantor
has, subject to the terms of this document, agreed to guarantee the performance
by Collection Agent and Originator of the Obligations.


The Guarantor hereby agrees as follows:


1.             The
Guarantor guarantees to the Beneficiary that in the event of a failure by
Collection Agent or the Originator to perform any of their respective
Obligations, the Guarantor subject to the terms of this Guaranty and strictly
in accordance with the express terms of the Purchase Agreement or Receivables
Sale Agreement (as applicable) will promptly make, perform or procure the
performance, directly or indirectly through its affiliates or agents, of the
Obligations.  The liability of the
Guarantor under this Guaranty shall be absolute and unconditional irrespective
of any lack of genuineness, validity, legality or enforceability of any Transaction
Document (as defined in the Receivables Sale Agreement) or any other document,
agreement or instrument relating thereto or any assignment or transfer of any
thereof; provided that, notwithstanding the
aggregate amount of Obligations outstanding, the liability of the Guarantor
hereunder shall not exceed the liability of the Collection Agent or Originator
(as applicable) in respect of their respective Obligations. The Guarantor
hereby expressly and irrevocably waives, to the fullest extent permitted by
law, any and all defenses, counterclaims or offsets which it might or could
have by reason thereof.  The Obligations
of the Guarantor hereunder shall not be discharged, released or affected by any
circumstance whatsoever, involving without limitation any bankruptcy,
insolvency, reorganization or similar proceeding with respect to the Collection
Agent, the Originator or any other Person or any taking, exchange, release or
non-perfection of any collateral security for any of the Obligations, any
manner of application of such collateral security or any proceeds 



  
  
 






 



thereof or any sale or
other disposition of such collateral security or the exercise or failure to
exercise any remedies by the Beneficiary against the Collection Agent, or the
Originator or any taking, release, amendment or waiver of or consent to
departure from any other guarantee of any of the Obligations.  This Guaranty is in no way conditioned upon
any attempt to enforce performance or compliance by the Collection Agent, or
the Originator or any other event or circumstance.  Notwithstanding the foregoing, this
Guaranty is not a guarantee of the ultimate recovery of any of the Receivables
and the Guarantor shall not in any circumstances be responsible or liable for
any inability to collect any Receivable due to the insolvency, bankruptcy, lack
of creditworthiness or failure to pay of the related Obligor.  The Guarantor
acknowledges that one of the essential and determining conditions to the
Beneficiary and the Purchasers entering into the Transaction Documents is that
the Beneficiary benefits from this Guaranty in accordance with the terms
hereof. The Guarantor acknowledges and agrees that it is informed of the
financial situation of the Collection Agent and the Originator and the reasons
for the request made by the Collection Agent and the Originator to the
Guarantor to grant the undertakings set out herein.


2.             The
Guarantor authorizes the Beneficiary and each Purchaser (as defined in the
Receivables Sale Agreement), without notice or demand, from time to time to
renew, extend, accelerate, compromise, settle, restructure, refinance, refund
or otherwise change the amount and time for payment of the Obligations or any
part thereof, or otherwise change the terms of the Obligations or any part
thereof in each case as permitted by the Transaction Documents.  Any allowance of time by the Beneficiary
under or in respect of the Receivables Sale Agreement or the Purchase Agreement
shall not release, reduce or affect the liability of the Guarantor.


3.             The
Guarantor shall not exercise any subrogation rights which it may have under
this Guaranty nor shall the Guarantor seek any reimbursement from the
Collection Agent, or the Originator unless and until all of the Obligations
have been paid in full.


4.             The
Guarantor represents and warrants to the Beneficiary that:


(a)           Corporate Existence and
Power.  The Guarantor is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all corporate power and
authority and all governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
now conducted, except where failure to obtain such license, authorization,
consent or approval would not have a material adverse effect on the ability of
the Guarantor to perform hereunder or on the financial condition, business,
operations or prospects of the Guarantor.


(b)           Corporate Authorization
and No Contravention.  The
execution, delivery and performance by the Guarantor of this Guaranty
(i) are within its corporate powers, (ii) have been duly authorized
by all necessary corporate action, (iii) do not contravene or constitute a
default under (A) any applicable law, rule or regulation, (B) its
charter or by-laws or (C) any material agreement, order or other
instrument to which it is a party or its property is subject.


(c)           No Consent Required.  No approval, authorization or other action by,
or filings with, any Governmental Authority or other Person is required in
connection with the execution, delivery and performance by the Guarantor of
this Guaranty.



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(d)           Binding Effect.  The Guaranty constitutes the legal, valid and
binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, or other similar laws of general application relating
to or affecting the enforcement of creditors’ rights generally and subject to
general principles of equity.


(e)           No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or,
to the knowledge of the Guarantor, threatened, against or affecting the
Guarantor or its properties, that (i) if adversely determined
(individually or in the aggregate), would have a material adverse effect on the
ability of the Guarantor to perform hereunder or on the financial condition,
business, operations or prospects of the Guarantor, or (ii) affect the
validity and enforceability of this Guaranty. 
The Guarantor is not in default of any contractual obligation or in
violation of any order, rule or regulation of any Governmental Authority, which
default or violation would have a material adverse effect on the ability of the
Guarantor to perform hereunder or on the financial condition, business,
operations or prospects of the Guarantor.


5.             Any
notice, payment, demand, or communication required or permitted to be given by
any provision of this Guaranty shall be given or made (and shall be deemed to
have been duly made or given upon receipt) by delivery in person, by carrier
service, by telecopy, by telegram, or by registered or certified mail (postage
paid, return receipt requested) to the respective parties at the following
addresses:


	
  

  	
  If to Beneficiary:

  	
  ABN AMRO Bank N.V.

  
	
   

  	
   

  	
  540 West Madison

  
	
   

  	
   

  	
  Chicago,
  Illinois 60661

  
	
   

  	
   

  	
  Attention: Agent
  - Windmill Funding Corporation

  
	
   

  	
   

  	
  Facsimile: (312)
  992-1527

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Guarantor:

  	
  J.B. Hunt Transport Services, Inc.

  
	
   

  	
   

  	
  615 J.B. Hunt
  Corporate Drive

  
	
   

  	
   

  	
  Lowell, Arkansas
  72745

  
	
   

  	
   

  	
  Attention: David
  Chelette

  
	
   

  	
   

  	
  Facsimile: (479)
  820-8896

  



 


6.             No
amendment, modification or waiver in respect of this Guaranty will be effective
unless in writing and executed by each of the Guarantor and the Beneficiary.


7.             No
failure on the part of the Beneficiary to exercise, and no delay in exercising
any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. 
The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.  The Guarantor
hereby waives (i) notice of acceptance of this Guaranty, (ii) presentment and
demand for payment of any of the Obligations, (iii) protest and notice of
dishonor or default to the Guarantor or to any other party with respect to any
of the Obligations, and (iv) all other notices to which the Guarantor might
otherwise be entitled, except as otherwise expressly provided herein.



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8.             The
Guarantor agrees that it will within two business days following demand
therefor pay to the Beneficiary the amount of any and all reasonable documented
out-of-pocket expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Beneficiary may incur in
connection with the exercise or enforcement of any of the rights of the
Beneficiary hereunder as a result of the failure by the Guarantor to perform or
observe any of the provisions hereof.


9.             This
Guaranty constitutes the entire agreement between the Guarantor and the
Beneficiary (and supersedes all prior written and oral agreements and
understandings) with respect to the subject matter hereof between the Guarantor
and the Beneficiary.


10.           If
any one or more provisions contained in this Guaranty shall, for any reason, be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Guaranty, but this Guaranty shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.


11.           THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK.  GUARANTOR HEREBY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN
NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR
RELATING TO, THIS GUARANTY.  Each
of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, any objection it may now or hereafter have to the venue of
any such proceeding and any claim that any such proceeding has been brought in
an inconvenient forum.  Nothing in this
paragraph shall affect the right of any party hereto to bring any action or
proceeding against another or its property in the courts of other
jurisdictions.


12.           EACH PARTY HERETO IRREVOCABLY
WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER
ARISING THEREUNDER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.


13.           This
Guaranty shall continue to be effective or be reinstated, as the case may be,
if at any time payment, in whole or in part, of any of the Obligations is
rescinded or must otherwise be restored or returned by Beneficiary upon the
bankruptcy, insolvency, reorganization, dissolution, liquidation or the like,
of the Collection Agent, the Originator or the Guarantor, or as a result of the
appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to the Collection Agent, the Originator or the Guarantor or
any substantial part of any such Person’s respective property, or otherwise,
all as though such payment had not been made, notwithstanding any termination
of this Guaranty or the Purchase Agreement, or the replacement of the
Collection Agent.


 



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In Witness Whereof, the Guarantor has executed this instrument as of the date
first above written.


 


	
  

  	
  J.B. HUNT TRANSPORT SERVICES, INC.

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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