Exhibit 10.2
 


PURCHASE AND SALE
AGREEMENT


Dated
as of July 31, 2006


between


J.B. HUNT TRANSPORT,
INC.,

as Originator,


and


JBH RECEIVABLES LLC,

as Buyer


 



   
 














 


TABLE
OF CONTENTS




	
  SECTION

  	
   

  	
  HEADING

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND RELATED
  MATTERS

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Defined Terms

  	
   

  	
  1

  	
   

  
	
  Section 1.2.

  	
   

  	
  Other Interpretive
  Matters

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  AGREEMENT TO
  CONTRIBUTE, PURCHASE AND SELL

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Contributions and Sales

  	
   

  	
  2

  	
   

  
	
  Section 2.2.

  	
   

  	
  Purchase Price

  	
   

  	
  2

  	
   

  
	
  Section 2.3.

  	
   

  	
  Election to
  Contribution

  	
   

  	
  3

  	
   

  
	
  Section 2.4.

  	
   

  	
  No Recourse or
  Assumption of Obligations

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  ADMINISTRATION AND
  COLLECTION

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Originator to Act as
  Collection Agent

  	
   

  	
  4

  	
   

  
	
  Section 3.2.

  	
   

  	
  Deemed Collections

  	
   

  	
  4

  	
   

  
	
  Section 3.3.

  	
   

  	
  Application of
  Collections

  	
   

  	
  4

  	
   

  
	
  Section 3.4.

  	
   

  	
  Responsibilities of
  Originator

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Mutual Representations
  and Warranties

  	
   

  	
  5

  	
   

  
	
  Section 4.2.

  	
   

  	
  Additional
  Representations by Originator

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  GENERAL COVENANTS

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Covenants

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  TERMINATION OF
  PURCHASES

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Voluntary Termination

  	
   

  	
  10

  	
   

  
	
  Section 6.2.

  	
   

  	
  Automatic Termination

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Originator’s Indemnity

  	
   

  	
  10

  	
   

  
	
  Section 7.2

  	
   

  	
  Indemnification Due to
  Failure to Consummate Purchase

  	
   

  	
  11

  	
   

  
	
  Section 7.3

  	
   

  	
  Other Costs

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Amendments, Waivers,
  etc

  	
   

  	
  12

  	
   

  
	
  Section 8.2.

  	
   

  	
  Assignment of Agreement

  	
   

  	
  12

  	
   

  
	
  Section 8.3.

  	
   

  	
  Binding Effect;
  Assignment

  	
   

  	
  12

  	
   

  
	
  Section 8.4.

  	
   

  	
  Survival

  	
   

  	
  13

  	
   

  
	
  Section 8.5.

  	
   

  	
  Costs, Expenses and
  Taxes

  	
   

  	
  13

  	
   

  






 



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  Section 8.6.

  	
   

  	
  Execution in
  Counterparts; Integration

  	
   

  	
  13

  	
   

  
	
  Section 8.7.

  	
   

  	
  Governing Law;
  Submission to Jurisdiction

  	
   

  	
  13

  	
   

  
	
  Section 8.8.

  	
   

  	
  No Proceedings

  	
   

  	
  13

  	
   

  
	
  Section 8.9.

  	
   

  	
  Loans by Buyer to
  Originator

  	
   

  	
  13

  	
   

  
	
  Section 8.10.

  	
   

  	
  Notice

  	
   

  	
  14

  	
   

  
	
  Section 8.11.

  	
   

  	
  Entire Agreement

  	
   

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
   

  	
   

  	
  15

  	
   

  






 



 ii















This Purchase and Sale Agreement dated as of
July 31, 2006 (this “Agreement”) is
between J.B. Hunt Transport, Inc.,
a Georgia corporation (“Originator”),
and JBH Receivables LLC, a
Delaware limited liability company (“Buyer”).  The parties agree as follows:


Section 1.           Definitions and Related Matters.


Section 1.1.           Defined
Terms.  In this Agreement,
unless otherwise specified or defined herein: (a) capitalized terms are
used as defined in Schedule I to the Receivables Sale Agreement dated as
of the date hereof (as amended or modified from time to time, the “Second Tier Agreement”) among Buyer, Originator, Windmill
Funding Corporation, the committed purchasers party thereto, and ABN AMRO Bank
N.V. as the Agent, as such agreement may be amended or modified from time to
time; and (b) terms defined in Article 9 of the UCC and not otherwise
defined herein are used as defined in such Article 9.


In
addition, the following terms will have the meanings specified below:


“Available Funds” is defined
in Section 2.3(b) hereof.


“Closing Date” means the
date on which this Agreement and the Second Tier Agreement become effective in
accordance with their terms.


“Collection Agent Fee” is defined
in Section 3.6 of the Second Tier Agreement.


“Excluded Losses” is defined
in Section 7.1 hereof.


“Initial Funding Date” means the
date of the first purchase by Buyer from Originator under this Agreement as
approved by the Agent.


“Maximum Subordinated Note Balance” means an
amount equal to the excess of (i) the Eligible Receivables Balance over
(ii) the sum of (a) the outstanding amount of all Investment under
the Second Tier Agreement and (b) the Triple-B Loss Reserve Amount.


“Receivable” means each
obligation of an Obligor to pay for merchandise sold or services rendered by
the Originator and includes the Originator’s rights to payment of an interest
or finance charges and all proceeds of the foregoing.


“Settlement Date” means, with
respect to any Settlement Period, the twentieth day of the immediately
succeeding calendar month (or, if such day is not a Business Day, the next
preceding Business Day).


“Settlement Period” means a
calendar month (or, in the case of the first Settlement Period, the period from
the Initial Funding Date to the end of the calendar month in which the Initial
Funding Date occurs).









 



 


“Triple-B Loss Reserve Amount” as of any
date means an amount equal to the product of (i) the Eligible Receivables
Balance and (ii) the Loss Reserve as of the immediately preceding
Settlement Date (except that such Loss Reserve shall be calculated with a
multiple of 1.5 rather than 2.25).


Section 1.2.           Other
Interpretive Matters. 
In this Agreement, unless otherwise specified:  (a) references to any Section or Annex
refer to such Section of, or Annex to, this Agreement, and references in any
Section or definition to any subsection or clause refer to such subsection or
clause of such Section or definition; (b) ”herein”, “hereof”,
“hereto”, “hereunder” and similar terms refer to this Agreement as a
whole and not to any particular provision of this Agreement; (c) ”including” means including without limitation, and other
forms of the verb “to include” have correlative
meanings; (d) the word “or” is not
exclusive; and (e) captions are solely for convenience of reference and
shall not affect the meaning of this Agreement.


Section 2.           Agreement to Contribute, Purchase and
Sell.


Section 2.1.           Contributions
and Sales.  Eight million
dollars ($8,000,000) of the Receivables existing at the opening of Originator’s
business on the Initial Funding Date are hereby contributed by Originator as
capital to Buyer as of the Initial Funding Date.  All of the remaining Receivables existing at
the opening of Originator’s business on the Initial Funding Date are hereby
sold to Buyer as of the Initial Funding Date. 
After the Initial Funding Date, each Receivable shall be deemed to have
been contributed or sold to Buyer immediately (and without further action by
any Person) upon the creation of such Receivable in accordance with the terms
hereof.  The proceeds with respect to
each Receivable (including all Collections with respect thereto) shall be
transferred at the same time as such Receivable, whether such proceeds (or
Collections) exist at such time or arise or are acquired thereafter.


Section 2.2.           Purchase
Price.  (a) The aggregate
purchase price for the Receivables sold on any date shall be such amount as
agreed upon prior to such date between Originator and Buyer to be the fair
market value of such Receivables on such date, which shall equal the excess of
the (i) estimated aggregate outstanding balance of such Receivables over
(ii) an amount agreed upon by Buyer and Originator representing the
uncertainty of payment and cost of purchase of such Receivables.


(b)           On the Initial Funding Date, Buyer
shall pay Originator in cash the purchase price for the Receivables sold on
that date.  On each Business Day after
the Initial Funding Date on which Originator sells any Receivables to Buyer
pursuant to the terms of Section 2.1, until the termination of the
purchase and sale of Receivables under Section 6 hereof, Buyer shall pay
to Originator a portion of the purchase price of such Receivables by depositing
into such account as Originator shall specify immediately available funds from
monies then held by or on behalf of Buyer solely to the extent that such monies
do not constitute Collections that are required to be identified or are deemed
to be held by the Collection Agent pursuant to the Second Tier Agreement for
the benefit of, or required to be distributed to, the Agent or the Purchasers
pursuant to the Second Tier Agreement or required to be paid to the Collection
Agent as the Collection Agent Fee, or otherwise necessary to pay current
expenses of Buyer (in its reasonable discretion) (such available monies, the “Available Funds”) and provided that Originator has paid 



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all amounts then due by Originator
hereunder.  On each Settlement Date, the
Collection Agent shall calculate the amount of the purchase price remaining to
be paid by deducting from the purchase price the Available Funds that have been
paid during the corresponding Settlement Period, and such amount due shall be
identified in the Periodic Report for such Settlement Period.


To
the extent that the Available Funds were insufficient to pay the purchase price
then due in full (an “Available Funds Shortfall”),
the remaining portion of such purchase price shall be paid by increasing the
principal amount of the Subordinated Note, effective as of the last day of the
related Settlement Period in an amount equal to the lesser of (A) such
Available Funds Shortfall and (B) an amount that would not cause the
aggregate outstanding principal amount of the Subordinated Note to exceed the
Maximum Subordinated Note Balance.


To
the extent that Collections received during any Settlement Period exceed the
sum of (i) the Purchase Price payable for Receivables generated during
such Settlement Period, plus (ii) amounts for which such Collections are
required to be applied for such Settlement Period pursuant to the Second Tier
Agreement, such excess shall be treated as a reduction in the principal amount
of the Subordinated Note, effective as of the last day of the related
Settlement Period, and, if the principal amount of the Subordinated Note is
zero, such excess shall be refunded to the Buyer.


Originator
shall make all appropriate record keeping entries with respect to the
Subordinated Note to reflect payments by the Buyer thereon and Originator’s
books and records shall constitute rebuttable presumptive evidence of the
principal amount of and accrued interest on the Subordinated Note.  Originator shall return the Subordinated Note
to the Buyer upon the final payment thereof after the termination of this
Agreement pursuant to its terms.


Section 2.3.           Election
to Contribution. 
In lieu of selling Receivables on any day the Originator may, by written
notice to the Buyer, elect to treat Receivables transferred by it on such day
as a capital contribution to the Buyer. 
In addition, the Originator hereby elects on any day on which the Buyer
cannot pay the purchase price payable pursuant to Section 2.2(b) with cash
and by an increase in the principal amount of the Subordinated Note, to treat
such Receivables as a capital contribution to the Buyer.  The Originator may rescind the election
described in the preceding sentence at any time by written notice to the Buyer
and the Agent and shall not be obligated to make capital contributions.  If the Originator rescinds its election
pursuant to the second sentence of this Section, the Originator shall also be
deemed to have elected to terminate its transfers of Receivables hereunder.


Section 2.4.           No
Recourse or Assumption of Obligations.  Except as specifically provided in this
Agreement, the contribution, purchase and sale of Receivables under this
Agreement shall be without recourse to Originator.  Originator and Buyer intend the transactions
hereunder to constitute true sales of Receivables by Originator to Buyer,
providing Buyer with the full risks and benefits of ownership of the
Receivables (such that the Receivables would not be property of Originator’s
estate in the event of Originator’s bankruptcy).  If, however, despite the intention of the
parties, the conveyances provided for in this Agreement are determined not to
be “true sales” of Receivables from
Originator to Buyer, then this Agreement shall also be deemed to be a 



 3
 






 



 


“security agreement” within the
meaning of Article 9 of the UCC and Originator hereby grants to Buyer a “security interest” within the meaning of Article 9 of
the UCC in all of Originator’s right, title and interest in and to such
Receivables (including the proceeds thereof), now existing and thereafter
created, to secure a loan in an amount equal to the aggregate purchase prices
therefor and each of Originator’s other payment obligations under this
Agreement.


Buyer
shall not have any obligation or liability with respect to any Receivable, nor
shall Buyer have any obligation or liability to any Obligor or other customer
or client of Originator (including any obligation to perform any of the
obligations of Originator under any Receivable).


Section 3.           Administration and Collection.


Section 3.1.           Originator
to Act as Collection Agent. 
Notwithstanding the sale of Receivables pursuant to this Agreement,
Originator shall continue to be responsible for the servicing, administration
and collection of the Receivables, all on the terms set out in (and subject to
any rights to terminate Originator as Collection Agent pursuant to) the Second
Tier Agreement.


Section 3.2.           Deemed
Collections. 
If on any day the outstanding balance of a Receivable is reduced or
cancelled as a result of any defective or rejected goods or services, any cash
discount or adjustment (including as a result of the application of any special
refund or other discounts or any reconciliation), any setoff or credit (whether
such claim or credit arises out of the same, a related, or an unrelated
transaction) or other similar reason not arising from the financial inability
of the Obligor to pay undisputed indebtedness, (i) Originator shall be
deemed to have received on such day a Collection on such Receivable in the
amount of such reduction or cancellation and (ii) such Receivable shall
thereupon be, or be deemed to be reconveyed to Originator.  If on any day any representation, warranty,
covenant or other agreement of Originator related to a Receivable is not true
or is not satisfied, (i) Originator shall be deemed to have received on
such day a Collection in the amount of the outstanding balance of such
Receivable and (ii) such Receivable shall thereupon be, or be deemed to be
reconveyed to Originator.  Not later than
the first Settlement Date after Originator is deemed pursuant to this
Section 3.2 to have received any Collections, Originator shall transfer to
Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required
under the Second Tier Agreement, Buyer and Originator may agree to reduce the
outstanding principal amount of the Subordinated Note in lieu of all or part of
such transfer.  To the extent that Buyer
subsequently collects any payment with respect to any such “receivable”,
Buyer shall pay Originator an amount equal to the amount so collected, such
amount to be payable not later than the first Settlement Date after Buyer has
so collected such amount.


Section 3.3.           Application
of Collections. 
Any payment by an Obligor in respect of any indebtedness owed by it to
Originator shall, except as otherwise specified by such Obligor (including by
reference to a particular invoice), or required by the related contracts or
law, be applied, first, as a Collection of any
Receivable or Receivables then outstanding of such Obligor in the order of the
age of such Receivables, starting with the oldest of such Receivables, and, second, to any other indebtedness of such Obligor to
Originator.



 4
 






 



 


Section 3.4.           Responsibilities
of Originator. 
Originator shall pay when due all Taxes payable in connection with the
Receivables or their creation or satisfaction. 
Originator shall perform all of its obligations under agreements related
to the Receivables to the same extent as if interests in the Receivables had
not been transferred hereunder.  The
Agent’s or any Purchaser’s exercise of any rights hereunder or under the Second
Tier Agreement shall not relieve Originator from such obligations.  Neither the Agent nor any Purchaser shall
have any obligation to perform any obligation of Originator or any other
obligation (other than the obligation to act in good faith and with commercial
reasonableness) or liability in connection with the Receivables.


Section 4.           Representations and Warranties.


Section 4.1.           Mutual
Representations and Warranties. 
Each of Originator and Buyer represents and warrants to the other as
follows:


(a) Existence and Power. 
It is duly organized, validly existing and in good standing under the
laws of its state of organization and has all company 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 (i) its ability to
perform its obligations under, or the enforceability of, any Transaction
Document to which it is a party, (ii) its business or financial condition,
(iii) the interests of Buyer or its assigns under the Transaction Documents or
(iv) the enforceability or collectibility of a material portion of the Receivables.


(b) Authorization and No Contravention.  Its execution, delivery and performance of
each Transaction Document to which it is a party (i) are within its powers,
(ii) have been duly authorized by all necessary company 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 and (iv) will not result in any Adverse Claim
on any Receivable, Related Security or Collection or give cause for the
acceleration of any of its indebtedness.


(c) No Consent Required. 
Other than the filing of financing statements 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 it of
any Transaction Document to which it is a party or any transaction contemplated
thereby.


(d) Binding Effect.  Each
Transaction Document to which it is a party constitutes the legal, valid and
binding obligation of such Person enforceable against that Person in accordance
with its terms, except as 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.



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Section 4.2.           Additional
Representations by Originator. 
Originator further represents and warrants to Buyer as follows:


(a) Perfection of Ownership Interest.  Immediately preceding its sale of Receivables
to Buyer, Originator was the owner of, and effectively sold, such Receivables
to Buyer, free and clear of any Adverse Claim. 
Buyer owns the Receivables free of any Adverse Claim other than the
interests of the Purchasers (through the Agent) therein that are created by the
Second Tier Agreement, and Buyer shall at all times have a valid and continuing
ownership interest, which shall be a first priority perfected security interest
for purposes of Article 9 of the applicable Uniform Commercial Code enforceable
as such against creditors of and purchasers from Originator, in the Receivables
and Collections.  Other than the
ownership interest granted to Buyer pursuant to this Agreement, Originator has
not pledged, assigned, sold or granted a security interest in, or otherwise
conveyed, the Receivables or the Collections. 
Originator has not authorized the filing of and is not aware of any
financing statements against Originator that include a description of collateral
covering the Receivables or the Collections other than any financing statement
relating to the security interest granted to Buyer hereunder. Originator has
caused or will have caused, within ten days after the date hereof, the filing
of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under the applicable law in order to perfect the
conveyance of Receivables by Originator hereunder.


(b) Accuracy of Information. 
All information furnished by Originator in writing in connection with
any Transaction Document, or any transaction contemplated thereby, is true and
accurate in all material respects (and was not incomplete by omitting to state
a material fact necessary to make such information not materially misleading).


(c) No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or affecting Originator or any of its properties, that
(i) if adversely determined (individually or in the aggregate), may have a
material adverse effect on the financial condition of the Originator or on the
collectibility of a material portion of the Receivables or (ii) involve
any Transaction Document or any transaction contemplated thereby.  Originator 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 may have a material adverse
effect upon (i) the financial condition of the Originator or (ii) the
collectibility of a material portion of the Receivables.


(d) No Material Adverse Change. 
Since March 31, 2006, there has been no material adverse
change in (i) the Originator’s financial condition, business, operations
or prospects or (ii) Originator’s ability to perform its obligations under
any Transaction Document.


(e) Accuracy of Exhibits.  All information on Exhibits D and E of the
Second Tier Agreement (to the extent describing Originator) is true and
complete, subject to any 



 6
 






 



 


changes
permitted by, and notified to the Agent in accordance with the Second Tier
Agreement.


(f) Sales by Originator.  Each sale by Originator to Buyer of an
interest in Receivables has been made for “reasonably equivalent
value” (as such term is used in Section 548 of the Bankruptcy Code)
and not for or on account of “antecedent debt”
(as such term is used in Section 547 of the Bankruptcy Code) owed by Originator
to Buyer.


Section 5.           General Covenants.


Section 5.1.           Covenants.  Originator hereby covenants and agrees to
comply with the following covenants and agreements, unless Buyer (with the
consent of the Agent) shall otherwise consent:


(a) Financial Reporting.  Originator shall, and shall cause
Parent to, maintain a system of accounting established and maintained in
accordance with GAAP and will furnish to Buyer:


(i) Within
90 days after each fiscal year of the Parent copies of its annual audited
financial statements (including a consolidated balance sheet, consolidated
statement of income and retained earnings and statement of cash flows, with
related footnotes) certified by independent certified public accountants
satisfactory to the Agent and prepared on a consolidated basis in conformity
with GAAP;


(ii) Within
45 days after each (except the last) fiscal quarter of each fiscal year of the
Parent, copies of its unaudited financial statements (including at least a
consolidated balance sheet as of the close of such quarter and statements of
earnings and sources and applications of funds for the period from the beginning
of the fiscal year to the close of such quarter) certified by the chief
financial officer and prepared in a manner consistent with the financial
statements described in part (A) of clause (i) of this Section 5.1(a);


(iii) copies
of all financial statements, reports and returns which Parent shall send to its
stockholders;


(iv) Promptly
upon becoming available, a copy of each report or proxy statement filed by the
Parent with the Securities Exchange Commission or any securities exchange; and


(v) with
reasonable promptness such other information (including non-financial
information) as Buyer may reasonably request.



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(b) Notices.  Promptly and in any event within
three Business Days after a Responsible Officer of Originator obtains knowledge
of any of the following, Originator will notify Buyer and provide a description
of:


(i) Potential Termination Events.  The occurrence of any Potential Termination
Event;


(ii) Representations and Warranties.  The
failure of any representations or warranty herein to be true when made in any
material respect;


(iii) Downgrading.  The
downgrading, withdrawal or suspension of any rating by any rating agency of any
indebtedness of the Originator;


(iv) Litigation.  The
institution of any litigation, arbitration proceeding or governmental
proceeding which is reasonably likely to be material to the Originator or the
collectibility or quality of a material portion of the Receivables; or


(v) Judgments. The entry of any judgment or decree against the
Originator (or any Affiliate of the Originator) if the aggregate amount of all
judgments then outstanding against the Originator (or any Affiliate of the
Buyer or the Originator) exceeds $15,000,000.


(c) Conduct of Business.  The Originator will perform all
actions necessary to remain duly incorporated, validly existing and in good
standing in its jurisdiction of incorporation and to maintain all requisite
authority to conduct its business in each jurisdiction in which it conducts
business.


(d) Compliance with Laws.  The Originator will comply with
all laws, regulations, judgments and other directions or orders imposed by any
Governmental Authority to which the Originator or any Receivable, any Related
Security or Collection may be subject.


(e) Furnishing Information and
Inspection of Records.  Originator
will furnish to Buyer such information concerning the Receivables as Buyer may
reasonably request, subject to any confidentiality restrictions.  Originator will permit, at any time during
regular business hours, Buyer (or any representatives thereof) (i) to
examine and make copies of all Records, (ii) to visit the offices and
properties of Originator or office of any other Person for the purpose of
examining the Records and (iii) to discuss matters relating hereto with
any of Originator’s officers, directors, employees or independent public
accountants having knowledge of such matters. 
Once a year, Buyer may (at the expense of Originator) have an
independent public accounting firm conduct an audit of the Records or make test
verification of the Receivables and Collections in connection with the audit
and test verifications conducted on behalf of the Agent under the Second Tier
Agreement.



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(f) Keeping Records.  (i) Originator will have and maintain
(A) administrative and operating procedures (including an ability to
recreate Records if originals are destroyed), (B) adequate facilities,
personnel and equipment and (C) all Records and other information
necessary or advisable for collecting the Receivables (including Records
adequate to permit the immediate identification of each new Receivable and all
Collections of, and adjustments to, each existing Receivable).  Originator will give Buyer prior notice of
any material change in such administrative operating procedures.


(g) Perfection.  (i) The Originator will at
its expense, promptly execute and deliver all instruments and documents and
take all action necessary or requested by the Buyer (including the filing of
financing or continuation statements, amendments thereto or assignments
thereof) to enable the Buyer to exercise and enforce all its rights against the
Receivables and to vest and maintain vested in the Buyer a valid, first
priority perfected ownership interest in the Receivables, the Collections, and
proceeds thereof free and clear of any Adverse Claim.  To the extent permitted by applicable law,
the Buyer will be permitted to file any continuation statements, amendments
thereto and assignments thereof without the Buyer’s signature or further
approval.


(ii) The Buyer will not change its name, identity or
corporate structure or relocate its jurisdiction of organization or chief
executive office or the Records except after thirty (30) days advance
notice to the Buyer and the delivery to the Buyer of all financing statements,
instruments and other documents (including direction letters) requested by the
Buyer.


(iii) The Originator will at all times maintain its
jurisdiction of organization and its chief executive offices within a
jurisdiction in the USA in which Article 9 of the UCC is in effect.  If the Originator moves its jurisdiction of
organization to a location that imposes Taxes, fees or other charges to perfect
the Buyer’s interests hereunder the Originator will pay all such amounts and
any other costs and expenses incurred in order to maintain the enforceability
of the Transaction Documents, the Sold Interest and the interests of the Buyer
in the Receivables, the Related Security and Collections.


(h) Payments on Receivables,
Accounts.  The Originator will
at all times instruct all Obligors to deliver payments on the Receivables to a
Lock-Box.  If any such payments or other
Collections are received by the Originator, it shall hold such payments in
trust for the benefit of the Buyer and promptly (but in any event within two
Business Days after receipt) remit such funds at the direction of the
Buyer.  The Originator will cause each
Lock-Box Bank to comply with the terms of each applicable Lock-Box Letter.  After the occurrence of a Termination Event
or the Liquidity Termination Date, the Originator will not, and will not permit
any Collection Agent or other Person to, commingle Collections or other funds
to which the Buyer is entitled with any other funds.  The Originator shall only add a Lock-Box
Bank, Lock-Box, or Lock-Box Account to those listed on Exhibit F of the
Second Tier Agreement if the Buyer has received notice of such addition, a copy
of any new Lock-Box Agreement and an executed and acknowledged copy of a
Lock-Box Letter substantially in the form of Exhibit G of the Second Tier
Agreement (with such changes as are acceptable to the Buyer) from any new 



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Lock-Box
Bank.  The Originator shall only
terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account, upon 30
days advance notice to the Buyer.


(i) Sales and Adverse Claims
Relating to Receivables.  Except
as otherwise provided herein, the Originator will not (by operation of law or
otherwise) dispose of or otherwise transfer, or create or suffer to exist any
Adverse Claim upon, any Receivable or any proceeds thereof.


(j) Extension or Amendment of
Receivables.  Except as
otherwise permitted in the Second Tier Agreement and then subject to
Section 1.5 of the Second Tier Agreement, the Originator will not extend,
amend, rescind or cancel any Receivable.


(k) Performance of Duties.  Originator will perform its duties or
obligations in accordance with the provisions of each of the Transaction
Documents to which it is a party. 
Originator (at its expense) will (i) fully and timely perform in
all material respects all agreements, if any, required to be observed by it in
connection with each Receivable, (ii) comply in all material respects with
the Credit and Collection Policy, and (iii) refrain from any action that
may impair the rights of Buyer in the Receivables, Collections or Lock-Box Accounts.


Section 6.           Termination of Purchases.


Section 6.1. Voluntary Termination.  The purchase and sale of Receivables
pursuant to this Agreement may be terminated by either party, upon at least
five Business Days’ prior written notice to the other party.


Section 6.2. Automatic Termination.  The purchase and sale of
Receivables pursuant to this Agreement shall automatically terminate upon the
occurrence of (i) a Bankruptcy Event with respect to Originator, (ii) the
Liquidity Termination Date, or (iii) a rescission by the Originator of its
election to make capital contributions pursuant to Section 2.3.


Section 7.           Indemnification.


Section 7.1. Originator’s Indemnity.  Without limiting any other rights any
Person may have hereunder or under applicable law, Originator hereby
indemnifies and holds harmless Buyer and its officers, managers, agents and
employees (each an “Indemnified Party”)
from and against any and all damages, losses, claims, liabilities, penalties,
Taxes, costs and expenses (including reasonable attorneys’ fees and court costs
actually incurred) (all of the foregoing collectively, the “Indemnified
Losses”) at any time imposed on or incurred by any Indemnified Party
arising out of or otherwise relating to any Transaction Document, the
transactions contemplated thereby, or any action taken or omitted by any of the
Indemnified Parties, whether arising by reason of the acts to be performed by
Originator hereunder or otherwise, excluding only Indemnified Losses (“Excluded Losses”) to the extent (a) a final judgment
of a court of competent jurisdiction holds such Indemnified Losses resulted
solely from gross negligence or willful misconduct of the Indemnified Party
seeking indemnification, (b) solely due to the credit risk or financial
inability 



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to pay of the Obligor and for which
reimbursement would constitute recourse to Originator or the Collection Agent
for uncollectible Receivables or (c) such Indemnified Losses include Taxes
on, or measured by, the overall net income of the Buyer.  Without limiting the foregoing
indemnification, but subject to the limitations set forth in clauses (a),
(b) and (c) of the previous sentence, Originator shall indemnify each
Indemnified Party for Indemnified Losses relating to or resulting from:


(i) any representation or warranty made by or on
behalf of Originator under or in connection with this Agreement, any Periodic
Report or any other information or report delivered by Originator pursuant to
the Transaction Documents, which shall have been false or incorrect in any material
respect when made or deemed made;


(ii) the failure by Originator to comply with any
applicable law, rule or regulation related to any Receivable, or the
nonconformity of any Receivable with any such applicable law, rule or
regulation;


(iii) the failure of Originator to vest and maintain
vested in Buyer, a perfected ownership or security interest in the Receivables
and the other property conveyed pursuant hereto, free and clear of any Adverse
Claim;


(iv) any commingling of funds to which Buyer is entitled
hereunder with any other funds;


(v) any failure of a Lock-Box Bank to comply with
the terms of the applicable Lock-Box Letter;


(vi) any dispute, claim, offset or defense (other
than discharge in bankruptcy of the Obligor or financial inability of the
Obligor to pay) of the Obligor to the payment of any Receivable, or any other
claim resulting from the sale or lease of goods or the rendering of services
related to such Receivable or the furnishing or failure to furnish any such
goods or services or other similar claim or defense not arising from the
financial inability of any Obligor to pay undisputed indebtedness;


(vii) any failure of Originator to perform its duties
or obligations in accordance with the provisions of this Agreement or any other
Transaction Document to which Originator is a party; or


(viii) any environmental liability claim, products
liability claim or personal injury or property damage suit or other similar or
related claim or action of whatever sort, arising out of or in connection with
any Receivable or any other suit, claim or action of whatever sort relating to
any of Originator’s obligations under the Transaction Documents.


Section 7.2. Indemnification Due to Failure to Consummate
Purchase.  Originator will
indemnify Buyer on demand and hold it harmless against all costs (including,
without limitation, breakage costs) and expenses incurred by Buyer resulting
from any failure by Originator to 



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consummate
a purchase after Buyer has requested a transfer of the applicable Receivables
to the Purchasers under the terms of the Second Tier Agreement.


Section 7.3. Other Costs. 
If Buyer becomes obligated to compensate the Purchasers
under the Second Tier Agreement or any other Transaction Document for any costs
or indemnities pursuant to any provision of the Second Tier Agreement or any
other Transaction Document, then Originator shall, on demand, reimburse Buyer
for the amount of any compensation.


Section 8.           Miscellaneous.


Section 8.1. Amendments, Waivers, etc.  No amendment of this Agreement or waiver
of any provision hereof or consent to any departure by either party therefrom
shall be effective without the written consent of the party that is sought to
be bound. Any such waiver or consent shall be effective only in the specific
instance given. No failure or delay on the part of either party 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. Originator agrees that the Purchasers may rely upon
the terms of this Agreement, and that the terms of this Agreement may not be
amended, nor any material waiver of those terms be granted, without the consent
of the Agent; provided that Originator and
Buyer may agree to an adjustment of the purchase price for any Receivable
without the consent of the Agent provided that the purchase price paid for any
Receivable shall be an amount not less than adequate consideration that
represents fair value for such Receivable.


Section 8.2. Assignment of Agreement.  Originator hereby acknowledges that on the
date hereof Buyer has collaterally assigned for security purposes all of its
right, title and interest in, to and under this Agreement to the Agent for the
benefit of the Purchasers pursuant to the Second Tier Agreement and that the
Agent and the Purchasers are third party beneficiaries hereof. Originator
hereby further acknowledges that after the occurrence and during the
continuation of a Termination Event all provisions of this Agreement shall
inure to the benefit of the Agent and the Purchasers, including the enforcement
of any provision hereof to the extent set forth in the Second Tier Agreement,
but that neither the Agent nor any Purchaser shall have any obligations or
duties under this Agreement. No purchases shall take place hereunder at any
time that the Agent has exercised its right to enforce Buyer’s rights hereunder
pursuant to Section 1.8 of the Second Tier Agreement.  Originator hereby further acknowledges that
the execution and performance of this Agreement are conditions precedent for
the Agent and the Purchasers to enter into the Second Tier Agreement and that
the agreement of the Agent and Purchasers to enter into the Second Tier
Agreements will directly or indirectly benefit Originator and constitutes good
and valuable consideration for the rights and remedies of the Agent and each
Purchaser with respect hereto.


Section 8.3.  Binding Effect; Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall also, to the extent provided herein, inure to the benefit of
the parties to the Second Tier 



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Agreement.
Originator acknowledges that Buyer’s rights under this Agreement are being
assigned to the Agent under the Second Tier Agreement and consents to such
assignment and to the exercise of those rights directly by the Agent, to the
extent permitted by the Second Tier Agreement.


Section 8.4. Survival. 
The rights and remedies with respect to any breach of any
representation and warranty made by Originator or Buyer pursuant to Section 4
and the indemnification provisions of Section 7 shall survive any termination
of this Agreement.


Section 8.5. Costs, Expenses and Taxes.  In addition to the obligations of
Originator under Section 7, each party
hereto agrees to pay on demand all costs and expenses incurred by the other
party and its assigns (other than Excluded Losses) in connection with the
enforcement of, or any actual or claimed breach of, this Agreement, including
the reasonable fees and expenses of counsel to any of such Persons incurred in
connection with any of the foregoing or in advising such Persons as to their
respective rights and remedies under this Agreement in connection with any of
the foregoing. Originator also agrees to pay on demand all stamp and other
taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing, and recording of this Agreement.


Section 8.6. Execution in Counterparts; Integration.  This Agreement may be executed in any
number of counterparts and by the different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement.


Section 8.7. Governing Law; Submission
to Jurisdiction.  This
Agreement shall be governed by, and construed in accordance with, the internal
laws (and not the law of conflicts) of the State of New York.  Originator 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, the
Transaction Documents or the transactions contemplated thereby.  Originator 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 Section 8.7 shall affect the right of Buyer to
bring any action or proceeding against Originator or its property in the courts
of other jurisdictions.


Section 8.8. No Proceedings. 
Originator agrees, for the benefit of the parties to the
Second Tier Agreement, that it will not institute against Buyer, or join any
other Person in instituting against Buyer, any proceeding of a type referred to
in the definition of Bankruptcy Event until one year and one day after no
investment, loan or commitment is outstanding under the Second Tier Agreement.
In addition, all amounts payable by Buyer to Originator pursuant to this
Agreement shall be payable solely from funds available for that purpose (after
Buyer has satisfied all obligations then due and owing under the Second Tier
Agreement).


Section 8.9.  Loans by Buyer to Originator.  Buyer may make loans to Originator from
time to time if so agreed between such parties and to the extent that Buyer has
funds available for 



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that
purpose after satisfying its obligations under this Agreement and the Second
Tier Agreement. Any such loan shall be payable upon demand (and may be prepaid
with penalty or premium) and shall bear interest at such rate as Buyer and
Originator shall from time to time agree.


Section 8.10.     Notices. 
Unless otherwise specified, all notices and other communications
hereunder shall be in writing (including by telecopier or other facsimile
communication), given to the appropriate Person at its address or telecopy
number set forth in the Second Tier Agreement or at such other address or
telecopy number as such Person may specify, and effective when received at the
address specified by such Person.


Section 8.11.      Entire Agreement.  This Agreement constitutes the entire
understanding of the parties thereto concerning the subject matter
thereof.  Any previous or contemporaneous
agreements, whether written or oral, concerning such matters are superseded
thereby.



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In Witness Whereof, the
parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


	
   

  	
  J.B. HUNT TRANSPORT, INC., as
  Originator

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  JBH RECEIVABLES LLC, as
  Buyer

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



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