Exhibit 10.1
 


RECEIVABLES SALE AGREEMENT


DATED AS OF JULY 31, 2006


AMONG


JBH RECEIVABLES LLC,

AS THE SELLER,


J.B. HUNT TRANSPORT, INC.,

AS THE INITIAL COLLECTION AGENT,


ABN AMRO BANK N.V.,

AS THE AGENT,


THE COMMITTED PURCHASERS

FROM TIME TO TIME PARTY HERETO,


AND


WINDMILL FUNDING CORPORATION



   
 















TABLE
OF CONTENTS


	
  

  	
   

  	
  

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  PURCHASES FROM SELLER
  AND SETTLEMENTS

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Sales

  	
   

  	
  1

  	
   

  
	
  Section 1.2.

  	
   

  	
  Interim Liquidations

  	
   

  	
  3

  	
   

  
	
  Section 1.3.

  	
   

  	
  Selection of Discount
  Rates and Tranche Periods

  	
   

  	
  3

  	
   

  
	
  Section 1.4.

  	
   

  	
  Fees and Other Costs
  and Expenses

  	
   

  	
  4

  	
   

  
	
  Section 1.5.

  	
   

  	
  Maintenance of Sold
  Interest; Deemed Collection

  	
   

  	
  4

  	
   

  
	
  Section 1.6.

  	
   

  	
  Reduction in
  Commitments

  	
   

  	
  5

  	
   

  
	
  Section 1.7.

  	
   

  	
  Optional Repurchases

  	
   

  	
  6

  	
   

  
	
  Section 1.8.

  	
   

  	
  Security Interest

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  SALES TO AND FROM THE
  CONDUIT; ALLOCATIONS

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Required Purchases from
  the Conduit

  	
   

  	
  7

  	
   

  
	
  Section 2.2.

  	
   

  	
  Purchases by the
  Conduit

  	
   

  	
  7

  	
   

  
	
  Section 2.3.

  	
   

  	
  Allocations and
  Distributions

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  ADMINISTRATION AND
  COLLECTIONS

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Appointment of
  Collection Agent

  	
   

  	
  9

  	
   

  
	
  Section 3.2.

  	
   

  	
  Duties of Collection
  Agent

  	
   

  	
  10

  	
   

  
	
  Section 3.3.

  	
   

  	
  Reports

  	
   

  	
  10

  	
   

  
	
  Section 3.4.

  	
   

  	
  Lock-Box Arrangements

  	
   

  	
  11

  	
   

  
	
  Section 3.5.

  	
   

  	
  Enforcement Rights

  	
   

  	
  11

  	
   

  
	
  Section 3.6.

  	
   

  	
  Collection Agent Fee

  	
   

  	
  11

  	
   

  
	
  Section 3.7.

  	
   

  	
  Responsibilities of the
  Seller

  	
   

  	
  12

  	
   

  
	
  Section 3.8.

  	
   

  	
  Actions by Seller

  	
   

  	
  12

  	
   

  
	
  Section 3.9.

  	
   

  	
  Indemnities by the
  Collection Agent

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  COVENANTS

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Covenants of the Seller

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Indemnities by the
  Seller

  	
   

  	
  21

  	
   

  
	
  Section 6.2.

  	
   

  	
  Increased Cost and
  Reduced Return

  	
   

  	
  23

  	
   

  
	
  Section 6.3.

  	
   

  	
  Other Costs and
  Expenses

  	
   

  	
  23

  	
   

  
	
  Section 6.4.

  	
   

  	
  Withholding Taxes

  	
   

  	
  24

  	
   

  
	
  Section 6.5.

  	
   

  	
  Payments and
  Allocations

  	
   

  	
  24

  	
   

  



 









 



 


	
  ARTICLE VII

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Conditions to Closing

  	
   

  	
  25

  	
   

  
	
  Section 7.2.

  	
   

  	
  Conditions to Each
  Purchase

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  THE AGENT

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Appointment and
  Authorization

  	
   

  	
  26

  	
   

  
	
  Section 8.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  26

  	
   

  
	
  Section 8.3.

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  26

  	
   

  
	
  Section 8.4.

  	
   

  	
  Reliance by Agent

  	
   

  	
  27

  	
   

  
	
  Section 8.5.

  	
   

  	
  Assumed Payments

  	
   

  	
  27

  	
   

  
	
  Section 8.6.

  	
   

  	
  Notice of Termination
  Events

  	
   

  	
  27

  	
   

  
	
  Section 8.7.

  	
   

  	
  Non-Reliance on Agent
  and Other Purchasers

  	
   

  	
  27

  	
   

  
	
  Section 8.8.

  	
   

  	
  Agent and Affiliates

  	
   

  	
  28

  	
   

  
	
  Section 8.9.

  	
   

  	
  Indemnification

  	
   

  	
  28

  	
   

  
	
  Section 8.10.

  	
   

  	
  Successor Agent

  	
   

  	
  28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Termination

  	
   

  	
  28

  	
   

  
	
  Section 9.2.

  	
   

  	
  Notices

  	
   

  	
  29

  	
   

  
	
  Section 9.3.

  	
   

  	
  Payments and
  Computations

  	
   

  	
  29

  	
   

  
	
  Section 9.4.

  	
   

  	
  Sharing of Recoveries

  	
   

  	
  29

  	
   

  
	
  Section 9.5.

  	
   

  	
  Right of Setoff

  	
   

  	
  30

  	
   

  
	
  Section 9.6.

  	
   

  	
  Amendments

  	
   

  	
  30

  	
   

  
	
  Section 9.7.

  	
   

  	
  Waivers

  	
   

  	
  30

  	
   

  
	
  Section 9.8.

  	
   

  	
  Successors and Assigns;
  Participations; Assignments

  	
   

  	
  31

  	
   

  
	
  Section 9.9.

  	
   

  	
  Intended Tax
  Characterization

  	
   

  	
  32

  	
   

  
	
  Section 9.10.

  	
   

  	
  Confidentiality

  	
   

  	
  32

  	
   

  
	
  Section 9.11.

  	
   

  	
  Agreement Not to
  Petition

  	
   

  	
  33

  	
   

  
	
  Section 9.12.

  	
   

  	
  Excess Funds

  	
   

  	
  33

  	
   

  
	
  Section 9.13.

  	
   

  	
  No Recourse

  	
   

  	
  34

  	
   

  
	
  Section 9.14.

  	
   

  	
  Headings; Counterparts

  	
   

  	
  34

  	
   

  
	
  Section 9.15.

  	
   

  	
  Cumulative Rights and
  Severability

  	
   

  	
  34

  	
   

  
	
  Section 9.16.

  	
   

  	
  Governing Law;
  Submission to Jurisdiction

  	
   

  	
  34

  	
   

  
	
  Section 9.17.

  	
   

  	
  WAIVER OF TRIAL BY JURY

  	
   

  	
  34

  	
   

  
	
  Section 9.18.

  	
   

  	
  Third Party
  Beneficiaries

  	
   

  	
  34

  	
   

  
	
  Section 9.19.

  	
   

  	
  Entire Agreement

  	
   

  	
  35

  	
   

  



 



 ii
 






 



 


 


	
  SCHEDULES

  	
   

  	
  DESCRIPTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Definitions

  	
   

  	
   

  	
   

  
	
  Schedule II

  	
   

  	
  Liquidity Providers and
  Commitments of Committed Purchasers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
  DESCRIPTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Incremental
  Purchase Request

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Form of Notification of
  Assignment to the Conduit from the Committed Purchasers

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Form of Periodic Report

  	
   

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  Addresses and Names of
  Seller and Originator

  	
   

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  Subsidiaries

  	
   

  	
   

  	
   

  
	
  Exhibit F

  	
   

  	
  Lock-Boxes and Lock-Box
  Banks

  	
   

  	
   

  	
   

  
	
  Exhibit G

  	
   

  	
  Form of Lock-Box Letter

  	
   

  	
   

  	
   

  
	
  Exhibit H

  	
   

  	
  Credit and Collection Policy

  	
   

  	
   

  	
   

  



 



 iii















RECEIVABLES SALE
AGREEMENT


RECEIVABLES SALE AGREEMENT, dated
as of July 31, 2006, among JBH Receivables LLC, a Delaware limited
liability company, as Seller (the “Seller”), J.B.
Hunt Transport, Inc., a Georgia corporation, as initial Collection Agent (the “Initial Collection Agent,” and, together with any successor
thereto, the “Collection Agent”), ABN AMRO
Bank N.V., as agent for the Purchasers (the “Agent”), the
committed purchasers party hereto (the “Committed Purchasers”),
and Windmill Funding Corporation (the “Conduit”).  Certain capitalized terms used herein, and
certain rules of construction, are defined in Schedule I.  The Committed Purchasers and the Commitments
of the Committed Purchasers are listed on Schedule II.


The parties hereto
agree as follows:


ARTICLE I

PURCHASES FROM SELLER AND SETTLEMENTS


Section  1.1.   Sales.


(a)   The Sold Interest.   Subject
to the terms and conditions hereof, the Seller may, from time to time before
the Liquidity Termination Date, sell to the Conduit or, only if the Conduit
declines to make the applicable purchase, ratably to the Committed Purchasers
an undivided percentage ownership interest in the Receivables, the Related
Security and all related Collections. 
Any such purchase (a “Purchase”)
shall be made by each relevant Purchaser remitting funds to the Seller, through
the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting
Collections to the Seller pursuant to Section 1.1(d).  The aggregate percentage ownership interest
so acquired by a Purchaser in the Receivables, the Related Security and related
Collections (its “Purchase Interest”) equals at
any time the sum of the following percentages:




	
  I

  	
   

  	
  +

  	
   

  	
  PRP

  
	
  ER

  	
   

  	
   

  	
   

  	
   

  






 


where:


I                       =   the outstanding Investment of such Purchaser
at such time;


ER            =   the Eligible Receivables Balance at such
time; and


PRP     =   the Purchaser Reserve Percentage at such time.


Except during a Liquidation Period for a Purchaser,
such Purchaser’s Purchase Interest will change whenever its Investment, its
Purchaser Reserve Percentage or the Eligible Receivables Balance changes.  During a Liquidation Period for a Purchaser
its Purchase Interest shall remain constant at the percentage in effect as of
the day immediately preceding the commencement of









 



the relevant Liquidation Period, except for
redeterminations to reflect Investment acquired from or transferred to another
Purchaser hereunder or under the Transfer Agreement.  The sum of all Purchasers’ Purchase Interests
at any time is referred to herein as the “Sold Interest,”
which at any time is the aggregate percentage ownership interest then held by
the Purchasers in the Receivables, the Related Security and Collections.


(b)  Conduit Purchase Option and Other Purchasers’ Commitments.  Subject to Section 1.1(d) concerning
Reinvestment Purchases, at no time will the Conduit have any obligation to make
a Purchase.  Each purchaser listed on
Schedule II hereto (together, the “Committed Purchasers”
and each, a “Committed Purchaser”) severally hereby
agrees, subject to Section 7.2 and the other terms and conditions hereof
(including, in the case of an Incremental Purchase (as defined below), that the
Conduit has refused to make a requested Purchase), to make Purchases before the
Liquidity Termination Date, based on its Ratable Share of each Purchase, to the
extent its Investment would not thereby exceed its Commitment, the Aggregate
Investment would not thereby exceed the Purchase Limit, and the Matured
Aggregate Investment would not thereby exceed the Aggregate Commitment.  Each Purchaser’s first Purchase and each
additional Purchase by such Purchaser not made from Collections pursuant to
Section 1.1(d) is referred to herein as an “Incremental
Purchase.”  Each Purchase made
by a Purchaser with the proceeds of Collections in which it has a Purchase
Interest, which does not increase the outstanding Investment of such Purchaser,
is referred to herein as a “Reinvestment Purchase.”


(c)  Incremental Purchases. 
In order to request an Incremental Purchase from a Purchaser, the Seller
must provide to the Agent an irrevocable written request substantially in the
form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three
Business Days before the requested date (the “Purchase
Date”) of such Purchase, in the case of each Purchase by the
Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before
the Purchase Date in the case of each Purchase by the Committed Purchasers that
is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago
time) on the Purchase Date in the case of each Purchase by the Committed
Purchasers that is to accrue Discount at the Prime Rate, or, in each of the
foregoing cases, such later time or day as the Conduit or the Committed
Purchasers, as applicable, may agree. 
Each such notice shall specify the requested Purchase Date (which must
be a Business Day) and the requested amount (the “Purchase
Amount”) of such Purchase, which must be in a minimum amount of
$1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum
Incremental Purchase Amount).  An
Incremental Purchase may only be requested from the Conduit unless the Conduit,
in its sole discretion, determines not to make such Incremental Purchase, in
which case the Seller may request such Incremental Purchase from the Committed
Purchasers.  The Agent shall promptly
notify the contents of any such request to each Purchaser from which the
Purchase is requested.  If the Conduit
determines, in its sole discretion, to make all or any portion of the requested
Purchase, the Conduit shall transfer to the Agent’s Account the Purchase Amount
(or portion thereof) on the requested Purchase Date.  If the Conduit determines, in its sole
discretion, not to make all or any portion of a requested Purchase and the
Seller requests the Incremental Purchase from the Committed Purchasers, subject
to Section 7.2 and the other terms and conditions hereof, each Committed
Purchaser shall transfer its Ratable Share of that portion of the requested
Purchase Amount not funded by the Conduit into the Agent’s Account by no later
than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a
Purchase that is to accrue Discount at the Eurodollar Rate, in no event will be
earlier 



 2
 






 



than three Business Days after such request is made to
the Committed Purchasers).  The Agent
shall transfer to the Seller Account the proceeds of any Incremental Purchase
delivered into the Agent’s Account.


(d)  Reinvestment Purchases. 
Unless the Conduit has provided to the Agent, the Seller, and the
Collection Agent a notice (which notice has not been revoked by the Conduit) that
it no longer wishes to make Reinvestment Purchases (in which case the Conduit’s
Reinvestment Purchases, but not those of the Committed Purchasers, will cease),
on each day before the Liquidity Termination Date that any Collections are
received by the Collection Agent and no Interim Liquidation is in effect, a
Purchaser’s Purchase Interest in such Collections shall automatically be used
to make a Reinvestment Purchase by such Purchaser.  The Conduit may revoke any notice provided
under the first sentence of this Section 1.1(d) by notifying the Agent,
the Seller, and the Collection Agent that it will make Reinvestment Purchases.


Section 1.2.   Interim Liquidations.  (a)
Optional.  The
Seller may at any time direct that Reinvestment Purchases cease and that an
Interim Liquidation commence for all Purchasers by giving the Agent and the
Collection Agent at least three Business Days’ prior written notice specifying
the date on which the Interim Liquidation will commence and, if desired, when
such Interim Liquidation will cease (identified as a specific date prior to the
Liquidity Termination Date or as when the Aggregate Investment is reduced to a
specified amount).  If the Seller does
not so specify the date on which an Interim Liquidation shall cease, it may cause
such Interim Liquidation to cease at any time before the Liquidity Termination
Date, subject to Section 1.2(b) below, by giving the Agent and the
Collection Agent at least three Business Days’ prior written notice before the
date on which it desires such Interim Liquidation to cease.


(b)  Mandatory.  If at any
time before the Liquidity Termination Date any condition in Section 7.2 is
not fulfilled, Reinvestment Purchases will cease and an Interim Liquidation
will commence, which will cease only upon the Seller confirming to the Agent
that the conditions in Section 7.2 are fulfilled.


Section 1.3.   Selection of Discount Rates
and Tranche Periods. (a) The
Conduit.  The
Conduit’s Investment will accrue Funding Charges for each day on which it is
outstanding.  On each Settlement Date the
Seller shall pay to the Agent (for the benefit of the Conduit) an aggregate
amount equal to all accrued and unpaid Funding Charges in respect of such
Investment for the immediately preceding Discount Period. The Agent shall allocate
the Investment of the Conduit to Tranche Periods in its sole discretion.


(b)  Committed Purchasers. 
All Investment of the Committed Purchasers will be allocated to one or
more Tranches reflecting the Discount Rates at which such Investment accrues
Discount and the Tranche Periods for which such Discount Rates apply.  In each request for an Incremental Purchase
from the Committed Purchasers and three Business Days before the expiration of
any Tranche Period applicable to any Committed Purchaser’s Investment, the
Seller may request the Tranche Period(s) to be applicable to such Investment
and the Discount Rate(s) applicable thereto. 
All Investment of the Committed Purchasers may accrue Discount at either
the Eurodollar Rate or the Prime Rate, in all cases as established for each
Tranche Period applicable to such Investment. 
Any Investment of the Committed Purchasers not allocated to a 



 3
 






 



Tranche Period will be a Prime Tranche.  During the pendency of a Termination Event,
the Agent may reallocate any outstanding Investment of the Committed Purchasers
to a Prime Tranche.  All Discount accrued
on the Investment of the Committed Purchasers during a Tranche Period shall be
payable by the Seller on the last day of such Tranche Period.  If, by the time required by this
Section 1.3(b), the Seller fails to select a Discount Rate or Tranche
Period for any Investment of the Committed Purchasers, such amount of
Investment will automatically accrue Discount at the Prime Rate for a three
Business Day Tranche Period.  Any Investment
purchased from the Conduit pursuant to the Transfer Agreement will accrue
interest at the Prime Rate and have an initial Tranche Period of three Business
Days.


(c)  If the Agent
or any Committed Purchaser determines (i) that maintenance of any Eurodollar
Tranche would violate any applicable law or regulation, (ii) that deposits of a
type and maturity appropriate to match fund any of such Committed Purchaser’s
Eurodollar Tranches are not available or (iii) that the maintenance of any
Eurodollar Tranche will not adequately and fairly reflect the cost of such
Committed Purchaser of funding Eurodollar Tranches, then the Agent, upon the
direction of such Committed Purchaser, shall suspend the availability of future
Eurodollar Tranches until such time as the Agent or applicable Committed
Purchaser provides notice that the circumstances giving rise to such suspension
no longer exist, and, if required by any applicable law or regulation,
terminate any outstanding Eurodollar Tranche so affected.  All Investment allocated to any such
terminated Eurodollar Tranche shall be reallocated to a Prime Tranche.


Section 1.4.   Fees and Other Costs and Expenses.  (a) The Seller shall pay to the Agent
for the ratable benefit of the Committed Purchasers, such amounts as agreed to
with the Committed Purchasers and the Agent in the Fee Letter.


(b)  If (i) the amount of the Conduit’s Investment is reduced
(other than as a result of a Put) on any date other than the last day of a CP
Tranche, (ii) the amount of Investment allocated to any Eurodollar Tranche
is reduced on any day other than the last day of its Tranche Period or (iii) if
a requested Incremental Purchase at the Eurodollar Rate does not take place on
its scheduled Purchase Date, the Seller shall pay the Early Payment Fee to each
Purchaser that had its Investment so reduced or scheduled Purchase not made.


(c)  Investment,
Discount and Funding Charges are not recourse obligations of the Seller and
shall be payable solely from Collections and from amounts payable under
Sections 1.5, 1.7 and 6.1 (to the extent amounts paid under
Section 6.1 indemnify against reductions in or non-payment of
Receivables).  The Seller shall pay, as a
full recourse obligation, all other amounts payable hereunder.


(d)  Notwithstanding
anything in this Agreement to the contrary, in no event will the Funding
Charges or Discount charged and payable hereunder exceed any maximum interest
rate imposed by applicable law or regulation.


Section 1.5.   Maintenance
of Sold Interest; Deemed Collection.   (a) General.  If at any time before the Liquidity
Termination Date the Eligible Receivables Balance is less than the sum of the
Aggregate Investment (or, if a Termination Event exists, the Matured Aggregate 



 4
 






 



Investment) plus the Aggregate Reserve, the Seller
shall pay to the Agent an amount equal to such deficiency for application to
reduce the Investments of the Purchasers ratably in accordance with the
principal amount of their respective Investments, applied first
to Prime Tranches and second to the
other Tranches with the shortest remaining maturities unless otherwise
specified by the Seller.


(b)   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 any adjustment resulting from 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 reason not arising from the financial inability of the
Obligor to pay undisputed indebtedness, the Seller shall be deemed to have
received on such day a Collection on such Receivable in the amount of such
reduction or cancellation.  If on any day
any representation, warranty, covenant or other agreement of the Seller related
to a Receivable is not true or is not satisfied, the Seller shall be deemed to
have received on such day a Collection in the amount of the Outstanding Balance
of such Receivable.  All such Collections
deemed received by the Seller under this Section 1.5(b) shall be remitted
by the Seller to the Collection Agent in accordance with Section 5.1(i).


(c)   Adjustment to Sold
Interest.   At any time before the Liquidity
Termination Date that the Seller is deemed to have received any Collection
under Section 1.5(b) (“Deemed Collections”)
that derives from a Receivable that is otherwise reported as an Eligible Receivable,
so long as no Liquidation Period then exists, the Seller may satisfy its
obligation to deliver the amount of such Deemed Collections to the Collection
Agent by instead notifying the Agent that the Sold Interest should be
recalculated by decreasing the Eligible Receivables Balance by the amount of
such Deemed Collections, so long as such adjustment does not cause the Sold
Interest to exceed 100%.


(d)   Receivables
Retransfers.   If the Agent receives Deemed
Collections or if an adjustment is made to the Sold Interest pursuant to
Section 1.5(c) that in either case equals to or exceeds the Outstanding
Balance of any Receivable, the Seller may request that the Agent, on behalf of
the Purchasers, transfer all right, title and interest of such Purchasers in
and to such Receivable to the Seller, and the Agent shall, promptly following
such request, effect such transfer to the Seller.  Each transfer made by the Agent under this
Section will be without recourse, representation or warranty, express or
implied, of any type or kind on the part of the Agent and the Purchasers.  The Seller shall bear all costs and expenses
incurred by the Agent or any Purchaser in effecting any such transfer to the
Seller.


(e)   Payment Assumption.   Unless
an Obligor otherwise specifies or another application is required by contract
or law, any payment received by the Seller from any Obligor shall be applied as
a Collection of Receivables of such Obligor (starting with the oldest such
Receivable) and remitted to the Collection Agent as such.


Section 1.6.   Reduction
in Commitments.   The Seller may, upon thirty days’ notice to
the Agent, reduce the Aggregate Commitment in increments of $1,000,000, so long
as the Aggregate Commitment as so reduced is no less than the Matured Aggregate
Investment.  Each such 



 5
 






 



reduction in the Aggregate Commitment will reduce the
Commitment of each Committed Purchaser in accordance with its Ratable Share and
will reduce the Purchase Limit so that the Aggregate Commitment remains at
least 102% of the Purchase Limit and the Purchase Limit is no less than the
outstanding Aggregate Investment.


Section 1.7.   Optional
Repurchases.   At any time that the Aggregate Investment is less
than 10% of the Aggregate Commitment in effect on the date hereof, the Seller
may, upon ten days’ notice to the Agent, repurchase the entire Sold Interest
from the Purchasers at a price equal to the outstanding Matured Aggregate
Investment and all other amounts then owed hereunder.


Section 1.8.   Security
Interest.   (a) The Seller hereby grants to the Agent, for
its own benefit and for the ratable benefit of the Purchasers, a security interest
in all Receivables, Related Security, Collections and Collection Accounts to
secure the payment of all amounts other than Investment owing hereunder and (to
the extent of the Sold Interest) to secure the repayment of all Investment.  The Seller and Collection Agent shall hold in
trust for the benefit of the Persons entitled thereto any Collections received
pending their application pursuant to Section 1.1(c), Section 2.3 or
Article III hereof.  After the
occurrence of a Termination Event, the Seller and Collection Agent shall not,
without the prior written consent of the Instructing Group, distribute any
Collections to any Person (whether as payment on the Subordinated Note or
otherwise) other than the Agent and the Purchasers (and to the Collection Agent,
in payment of the Collection Agent Fee to the extent permitted hereto) until
all amounts owed under the Transaction Documents to the Agent and the
Purchasers are indefeasibly paid in full.


(b)  The Seller
hereby assigns and otherwise transfers to the Agent (for the benefit of the
Agent, each Purchaser and any other Person to whom any amount is owed
hereunder), all of the Seller’s right, title and interest in, to and under the
Purchase Agreement as security for fulfillment of Seller’s obligations under the
Transaction Documents.  The Seller shall
execute, file and record all financing statements, continuation statements and
other documents required to perfect or protect such assignment.  This assignment includes (a) all monies
due and to become due to the Seller from the Originator or the Parent under or
in connection with the Purchase Agreement (including fees, expenses, costs,
indemnities and damages for the breach of any obligation or representation
related to such agreement) and (b) all rights, remedies, powers,
privileges and claims of the Seller against the Originator or the Parent under
or in connection with the Purchase Agreement. 
All provisions of the Purchase Agreement inure to the benefit of, and
may be relied upon by, the Agent, each Purchaser and each such other
Person.  At any time that a Termination
Event has occurred and is continuing, the Agent will all have the sole right to
enforce the Seller’s rights and remedies under the Purchase Agreement to the
same extent as the Seller could absent this assignment, but without any
obligation on the part of the Agent, any Purchaser or any other such Person to
perform any of the obligations of the Seller under the Purchase Agreement (or
the promissory note executed thereunder). 
All amounts distributed to the Seller under the Purchase Agreement from
Receivables sold to the Seller thereunder constitute Collections hereunder and
shall be applied in accordance herewith.


(c)  This
agreement is a security agreement for purposes of the UCC.  Upon the occurrence of a Termination Event,
the Agent will have all rights and remedies provided under the UCC as in effect
in all applicable jurisdictions.



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ARTICLE II

SALES TO AND FROM THE CONDUIT; ALLOCATIONS


Section 2.1.   Required
Purchases from the Conduit.   (a) The Conduit may, at any time
sell to the Committed Purchasers pursuant to the Transfer Agreement any
percentage designated by the Conduit of the Conduit’s Investment and its
related Conduit Settlement (each, a “Put”).


(b)  Any portion
of the Conduit’s Investment and related Conduit Settlement purchased by a
Committed Purchaser will be considered part of such Purchaser’s Investment and
related Conduit Settlement from the date of the relevant Put. Immediately
upon any purchase by the Committed Purchasers of any portion of the Conduit’s
Investment, the Seller shall pay to the Agent (for the ratable benefit of such
Purchasers) an amount equal to the sum of (i) the Assigned Conduit
Settlement, (ii) all accrued and unpaid Discount owed to the Conduit
(whether or not then due) to the end of each applicable Tranche Period to which
any portion of the Conduit’s Investment being Put has been allocated,
(iii) the pro rata portion of all accrued but unpaid fees (whether or not
then due) payable to the Conduit in connection herewith at the time of such
purchase represented by the Assigned Conduit Settlement and (iv) the pro
rata portion of all accrued and unpaid costs, expenses and indemnities due to
the Conduit from the Seller in connection herewith represented by the Assigned
Conduit Settlement.


(c)  Until used
to pay commercial paper, all proceeds of any Put pursuant to this Section shall
be invested by the Agent in Permitted Investments.  All earnings on such Permitted Investments shall
be promptly remitted by the Agent to the Seller.


Section 2.2.    Purchases by the Conduit.  The Conduit may at any time deliver to the
Agent and each Committed Purchaser a notification of assignment in
substantially the form of Exhibit B. 
If the Conduit delivers such notice, each Committed Purchaser shall sell
to the Conduit and the Conduit shall purchase in full from each Committed
Purchaser, the Investment of the Committed Purchasers on the last day of the
relevant Tranche Periods, at a purchase price equal to such Investment plus
accrued and unpaid Discount thereon. Any sale from any Committed Purchaser to
the Conduit pursuant to this Section 2.2 shall be without recourse,
representation or warranty except for the representation and warranty that the
Investment sold by such Committed Purchaser is free and clear of any Adverse
Claim created or granted by such Committed Purchaser and that such Committed
Purchaser has not suffered a Bankruptcy Event.


Section 2.3.   Allocations and Distributions.


(a)   Settlement Dates.   On
the Business Day following each Deposit Date occurring prior to the Liquidity
Termination Date (unless an Interim Liquidation is in effect), the Collection
Agent shall set aside from Collections the amounts necessary to make all
distributions to the Agent, the Purchasers and the Collection Agent required by
this Section 2.3(a) with respect to the next succeeding Settlement
Date.  The balance of such Collections
shall be released to the Seller on a daily basis.  On each Settlement Date prior to the
Liquidity Termination Date (unless an Interim Liquidation is in effect), all
Collections so set aside during the preceding Settlement Period shall be
applied where applicable by the Collection Agent (or, if the Agent is then in
control of any Collections, by the Agent) in the following order:



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(i)           to
the Collection Agent, an amount equal to the Collection Agent Fee due and
payable on such date;


(ii)          all
fees and other amounts due and payable to the Agent;


(iii)         ratably
to the Purchasers, all Funding Charges and Discount due and payable on such
date;


(iv)        ratably
to the Purchasers, all other amounts due and payable to the Purchasers under
the Transaction Documents; and


(v)         to
the Seller.


On the last day of each Tranche Period for a
Eurodollar Tranche or Prime Tranche, the Collection Agent (or, if the Agent is
then in control of any Collections, the Agent) shall pay Discount due and
payable to such Committed Purchasers from amounts set aside for such purpose
pursuant to Section 3.2(a).


If any part of the Sold Interest in any Collections is
applied to pay any amounts that are recourse obligations of the Seller pursuant
to Section 1.4(c) and after giving effect to such application the Sold
Interest is greater than 100%, the Seller shall pay, as a recourse obligation
for distribution as part of the Sold Interest in Collections, to the Collection
Agent the amount so applied to the extent necessary so that after giving effect
to such payment the Sold Interest is no greater than 100%.


(b)   Liquidity
Termination Date and Interim Liquidations.   On each
day during any Interim Liquidation and on each day on and after the Liquidity
Termination Date, the Collection Agent shall set aside and hold in trust solely
for the account of the Agent, for the benefit of the Agent and the Purchasers,
(or deliver to the Agent, if so instructed pursuant to Section 3.2(a)) the
Sold Interest in all Collections received on such day and such Collections
shall be allocated in the follow order:


(i)           to
the Collection Agent until all amounts owed to the Collection Agent under the
Agreement have been paid in full;


(ii)          to
the Agent until all amounts owed to the Agent have been paid in full;


(iii)         to
the Purchasers until all amounts owed to the Purchasers have been paid in full;


(iv)        to
any other Person (other than the Seller, the Collection Agent or an Originator)
to whom any amounts are owed under the Transaction Documents until all such
amounts have been paid in full; and


(v)         to
the Seller.



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On the last day of each Tranche Period (unless
otherwise instructed by the Agent pursuant to Section 3.2(a)), the
Collection Agent shall deposit into the Agent’s Account, from such set aside
Collections, all Investment, Discount and Funding Charges allocated to such
Tranche Period and all Tranche Periods that ended before such date that are
payable in accordance with clause (iii) above.  No distributions will be made to pay amounts
under clauses (iv) and (v) until sufficient Collections have been set
aside to pay all outstanding amounts described in clauses (i) through
(iii).  All other amounts described in
clauses (i) through (iii) above shall be paid when due.  All distributions by the Agent shall be made
ratably within each priority level in accordance with the respective amounts
then due each Person included in such level unless otherwise agreed by the
Agent and all Purchasers.  If any part of
the Sold Interest in any Collections is applied to pay any amounts payable
hereunder that are recourse obligations of the Seller pursuant to
Section 1.4(c) and after giving effect to such application the Sold
Interest is greater than 100%, the Seller shall pay, as a recourse obligation
for distribution in respect of each applicable Purchaser’s Investment as part
of the Sold Interest in Collections, to the Collection Agent the amount so
applied to the extent necessary so that after giving effect to such payment the
Sold Interest is no greater than 100%.


ARTICLE III

ADMINISTRATION AND COLLECTIONS


Section 3.1.  Appointment of Collection Agent.  (a) The
servicing, administering and collecting of the Receivables shall be conducted
by a Person (the “Collection Agent”)
designated to so act on behalf of the Purchasers under this Article III.  As the Initial Collection Agent, the
Originator is hereby designated as, and agrees to perform the duties and
obligations of, the Collection Agent. 
The Initial Collection Agent acknowledges that the Agent and each
Purchaser have relied on the Initial Collection Agent’s agreement to act as Collection
Agent (and the agreement of any of the sub-collection agents to so act) in
making the decision to execute and deliver this Agreement and agrees that it
will not voluntarily resign as Collection Agent nor permit any sub-collection
agent to voluntarily resign as a sub-collection agent.  At any time after the occurrence of a
Collection Agent Replacement Event, the Agent may designate a new Collection
Agent to succeed the Originator (or any successor Collection Agent).


(b)  The Initial
Collection Agent may delegate its duties and
obligations as Collection Agent to an Affiliate of
the Initial Collection Agent (acting as a sub-collection agent).  Notwithstanding such delegation, the Initial
Collection Agent will remain primarily liable for
the performance of the duties and obligations so delegated, and the Agent and
each Purchaser shall have the right to look solely to the Initial Collection
Agent for such performance.  The Agent may at any time after the
occurrence of a Collection Agent Replacement Event remove or replace any
sub-collection agent.


(c)  If replaced,
the Collection Agent agrees it will terminate, and will cause each existing
sub-collection agent to terminate, its collection activities in a manner
requested by the Agent to facilitate the transition to a new Collection
Agent.  The Collection Agent shall
cooperate with and assist any new Collection Agent (including providing access
to, and transferring, all Records and allowing (to the extent permitted by applicable
law and contract) the 



 9
 






 



new Collection Agent to use all licenses, hardware or
software necessary or desirable to collect the Receivables).  The Initial Collection Agent irrevocably agrees to act (if requested to do so) as the
data-processing agent for any new Collection Agent in substantially the same
manner as the Initial Collection Agent conducted such
data-processing functions while it acted as the Collection Agent.


Section 3.2.  Duties of Collection Agent.  (a) The Collection Agent shall take, or cause to be taken, all
action necessary or advisable to collect each Receivable in accordance with
this Agreement, the Credit and Collection Policy and all applicable laws, rules
and regulations using the skill and attention the Collection Agent exercises in
collecting other receivables or obligations owed solely to it.  The Collection Agent shall, in accordance
herewith, set aside all Collections to which a Purchaser is entitled and pay
from such Collections all Funding Charges and Discount when due.  If so instructed by the Agent, after the
occurrence of a Collection Agent Replacement Event, the Collection Agent shall
transfer to the Agent the amount of Collections to which the Agent and the
Purchasers are entitled by the Business Day following receipt.  Each party hereto hereby appoints the
Collection Agent to enforce such Person’s rights and interests in the
Receivables, but (notwithstanding any other provision in any Transaction
Document) the Agent shall at all times after the occurrence of a Collection
Agent Replacement Event have the sole right to direct the Collection Agent to
commence or settle any legal action to enforce collection of any Receivable.


(b)  If no
Termination Event exists and the Collection Agent determines that such action
is appropriate in order to maximize the Collections, the Collection Agent may,
in accordance with the Credit and Collection Policy, extend the maturity of any
Receivable or adjust the Outstanding Balance of any Receivable.  Any such extension or adjustment will not
alter the status of a Receivable as a Defaulted Receivable or Delinquent
Receivable or limit any rights of the Agent or the Purchasers hereunder.  If a Termination Event exists, the Collection
Agent may make such extensions or adjustments only with the prior consent of
the Instructing Group.


(c)  The
Collection Agent shall turn over to the Seller (i) any percentage of
Collections in excess of the Sold Interest, less all reasonable costs and
expenses of the Collection Agent for servicing, collecting and administering
the Receivables and (ii) subject to Section 1.5(d), the collections
and records for any indebtedness owed to the Seller that is not a
Receivable.  The Collection Agent shall
have no obligation to remit any such funds or records to the Seller until the
Collection Agent receives evidence (satisfactory to the Agent) that the Seller
is entitled to such items.  The
Collection Agent has no obligations concerning indebtedness that is not a
Receivable other than to deliver the collections and records for such
indebtedness to the Seller when required by this Section 3.2(c).


(d)  The
Collection Agent shall take all actions necessary to maintain the perfection
and priority of the security interest of the Agent in the Receivables.


Section 3.3.  Reports. 
On or before the 15th
day of each month, and at such other times covering such other periods as is
requested by the Agent or the Instructing Group, the Collection Agent shall
deliver to the Agent a report reflecting information as of the close of
business of the Collection Agent for the immediately preceding Settlement
Period or such other preceding period 



 10
 






 



as is requested (each a “Periodic
Report”), containing the information described on Exhibit C
(with such modifications or additional information as requested by the Agent or
the Instructing Group).


Section 3.4.  Lock-Box Arrangements.  The Agent is
hereby authorized to give notice at any time after the occurrence of a
Collection Agent Replacement Event to any or all Lock-Box Banks that the Agent
is exercising its rights under the Lock-Box Letters and to take all actions
permitted under the Lock-Box Letters. 
The Seller agrees to take any action requested by the Agent to
facilitate the foregoing.  After the
Agent takes any such action under the Lock-Box Letters, the Seller shall
immediately deliver to the Agent any Collections received by the Seller.  If the Agent takes control of any Collection
Account, the Agent shall distribute Collections it receives in accordance
herewith and shall deliver to the Collection Agent, for distribution under
Section 3.2, all other amounts it receives from such Collection Account.


Section 3.5.  Enforcement Rights.  (a) The Agent may at any time after the occurrence of a Collection
Agent Replacement Event direct the Obligors and the Lock-Box Banks to make all
payments on the Receivables directly to the Agent or its designee.  The Agent may, and the Seller shall at the
Agent’s request, withhold the identity of the Purchasers from the Obligors and
Lock-Box Banks.  Upon the Agent’s request
after the occurrence of a Collection Agent Replacement Event, the Seller (at
the Seller’s expense) shall (i) give notice to each Obligor of the Agent’s
ownership of the Sold Interest and direct that payments on Receivables be made
directly to the Agent or its designee, (ii) assemble for the Agent all
Records and collateral security for the Receivables and the Related Security
and transfer to the Agent (or its designee), or (to the extent permitted by
applicable law and contract) license to the Agent (or its designee) the use of,
all software useful to collect the Receivables and (iii) segregate in a
manner acceptable to the Agent all Collections the Seller receives and,
promptly upon receipt, remit such Collections in the form received, duly
endorsed or with duly executed instruments of transfer, to the Agent or its
designee.


(b)  After the
occurrence of a Collection Agent Replacement Event, the Seller hereby
irrevocably appoints the Agent as its attorney-in-fact coupled with an
interest, with full power of substitution and with full authority in the place
of the Seller, to take any and all steps deemed desirable by the Agent, in the
name and on behalf of the Seller to (i) collect any amounts due under any
Receivable, including endorsing the name of the Seller on checks and other
instruments representing Collections and enforcing such Receivables and the
Related Security, and (ii) exercise any and all of the Seller’s rights and
remedies under the Purchase Agreement. 
The Agent’s powers under this Section 3.5(b) do not subject the
Agent to any liability if any action taken by it proves to be inadequate or
invalid, nor do such powers confer any obligation whatsoever upon the Agent.


(c)  Neither the
Agent nor any Purchaser has any obligation to take or consent to any action to
realize upon any Receivable or Related Security or to enforce any rights or
remedies related thereto.


Section 3.6.  Collection Agent Fee.  On each Settlement Date, the Seller shall pay to the Collection Agent a
fee for the immediately preceding Settlement Period as compensation for its 



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services (the “Collection Agent Fee”)
equal to (a) at all times an Affiliate of the Seller is the Collection
Agent, the Collection Agent Fee Rate divided by twelve multiplied by the
Eligible Receivables Balance on the first day of each calendar month and
(b) at all times any other Person is the Collection Agent, a reasonable
amount agreed upon by the Agent and the new Collection Agent on an arm’s-length
basis reflecting rates and terms prevailing in the market at such time.  The Collection Agent Fee is payable solely as
provided in Section 2.3.


Section 3.7.  Responsibilities of the Seller.  The Seller shall, or shall cause the Originator to, pay when due all
Taxes payable in connection with the Receivables and the Related Security or
their creation or satisfaction.  The
Seller shall, and shall cause the Originator to, perform all of its obligations
under agreements related to the Receivables and the Related Security to the
same extent as if interests in the Receivables and the Related Security had not
been transferred hereunder or, in the case of the Originator, under the
Purchase Agreement.  The Agent’s or any
Purchaser’s exercise of any rights hereunder do not relieve the Seller or the
Originator from such obligations. 
Neither the Agent nor any Purchaser has any obligation to perform any
obligation of the Seller or of the Originator or any other obligation or
liability in connection with the Receivables or the Related Security.


Section 3.8.  Actions by Seller.  The Seller shall defend and indemnify the Agent and each Purchaser
against all costs, expenses, claims and liabilities for any action taken by the
Seller, the Originator or any other Affiliate of the Seller or of the
Originator (whether acting as Collection Agent or otherwise) related to any
Receivable and the Related Security, or arising out of any alleged failure of
compliance of any Receivable or the Related Security with the provisions of any
law or regulation.  If any goods related
to a Receivable are repossessed, the Seller agrees to resell, or to have the
Originator or another Affiliate resell, such goods in a commercially reasonable
manner for the account of the Agent and remit, or have remitted, to the Agent
the Purchasers’ share in the gross sale proceeds thereof net of any
out-of-pocket expenses and any equity of redemption of the Obligor
thereon.  Any such moneys collected by
the Seller or the Originators or other Affiliate of the Seller pursuant to this
Section 3.8 shall be treated as part of the Sold Interest in Collections
for application as provided herein.


Section 3.9.  Indemnities by the Collection Agent.  Without limiting any other rights any Person may have hereunder or
under applicable law, the Collection Agent hereby indemnifies and holds
harmless the Agent, each Purchaser, each Conduit Funding Source and their
respective officers, directors, agents and employees (each a “Collection
Agent Indemnified Party”) from and against any
and all damages, losses, claims, causes of action, liabilities, penalties,
Taxes, costs and expenses (including attorneys’ fees and court costs) (all of
the foregoing collectively, the “Collection Agent Indemnified Losses”) at any time imposed on or incurred by any
Collection Agent Indemnified Party to the extent arising out of or otherwise
relating to:


(i)           any representation or warranty made
by, on behalf of or in respect of, the Collection Agent in this Agreement, any
other Transaction Document, any Periodic Report or any other information or
report delivered by the Collection Agent pursuant hereto, which was false or
incorrect in any material respect when made;



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(ii)          the failure by the Collection Agent to
comply with any applicable law, rule or regulation related to any Receivable or
the Related Security;


(iii)         any loss of a perfected security
interest (or in the priority of such security interest) as a result of any
commingling by the Collection Agent of funds to which the Agent or any
Purchaser is entitled hereunder with any other funds;


(iv)        the imposition of any Lien with respect
to any Receivable, Related Security or Collection Account as a result of any
action taken by the Collection Agent under any Transaction Documents;


(v)         the failure of any Receivable reported
by the Collection Agent as part of the Eligible Receivables Balance in any
Periodic Report to have been an Eligible Receivable as of the last day of the
Settlement Period for which such Periodic Report was prepaid; or


(vi)        any failure of the Collection Agent to
perform its duties or obligations in accordance with the provisions of this
Agreement (including, without limitation, compliance with the Credit and
Collection Policy) or any other Transaction Document to which the Collection
Agent is a party;


whether arising by reason of the acts to be performed
by the Collection Agent hereunder or otherwise, excluding only Collection Agent
Indemnified Losses to the extent (a) a final judgment of a court of
competent jurisdiction determined that such Collection Agent Indemnified Losses
resulted solely from gross negligence or willful misconduct of the Collection
Agent Indemnified Party seeking indemnification, (b) solely due to the
credit risk of the Obligor and for which reimbursement would constitute
recourse to the Collection Agent for uncollectible Receivables, or
(c) such Collection Agent Indemnified Losses include Taxes on, or measured
by, the overall net income of the Agent or any Purchaser computed in accordance
with the Intended Tax Characterization; provided, however,
that nothing contained in this sentence limits the liability of the Collection
Agent or limit the recourse of the Agent and each Purchaser to the Collection
Agent for any amounts otherwise specifically provided to be paid by the
Collection Agent hereunder.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES


Section 4.1.  Representations and Warranties.  The Seller represents and warrants to the Agent and each Purchaser
that:


(a)          Existence and Power.  The Seller is a limited liability company
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all limited liability 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 



 13
 






 



to obtain such license,
authorization, consent or approval would not have an adverse effect on
(i) its ability to perform its obligations under, or the enforceability
of, any Transaction Document, (ii) its business or financial condition,
(iii) the interests of the Agent or any Purchaser under any Transaction
Document or (iv) the enforceability or collectibility of a material
portion of the Receivables.


(b)         Authorization and No
Contravention.  The execution,
delivery and performance by each of the Seller and each Seller Entity of each
Transaction Document to which it is a party and the creation of all security
interests provided for herein and therein (i) are within its limited
liability company 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 or any other
Seller Entity’s organizational documents or (C) any agreement, order or
other instrument to which it or any other Seller Entity is a party or its
property is subject and (iv) will not result in any Adverse Claim on any
Receivable, the Related Security or Collection or give cause for the
acceleration of any indebtedness of the Seller or any other Seller Entity.


(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 Seller or any
Seller Entity of any Transaction Document to which it is a party or any
transaction contemplated thereby.


(d)         Binding Effect.  Each Transaction Document to which the Seller
or any Seller Entity 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.


(e)          Perfection of Ownership
Interest.  Immediately
preceding its sale of Receivables to the Seller, the Originator was the owner
of, and effectively sold, such Receivables to the Seller, free and clear of any
Adverse Claim.  The Seller owns the
Receivables free of any Adverse Claim other than the interests of the
Purchasers (through the Agent) therein that are created hereby, and each
Purchaser at all times has a valid and continuing undivided percentage
ownership interest, which is 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 the Seller, in the Receivables
and Collections to the extent of its Purchase Interest then in effect.  Other than the ownership or security interest
granted to the Agent pursuant to this Agreement, the Seller has not pledged,
assigned, sold or granted a security interest in, or otherwise conveyed, the
Receivables or the Collections.  The
Seller has not authorized the filing of and is not aware of any financing
statements against the Seller that include a description of collateral covering
the Receivables or the Collections other than any financing statement relating
to the security interest granted to the Agent hereunder.  The Seller has caused or will have caused,
within ten days after the date hereof, the filing of all appropriate 



 14
 






 



financing statements in
the proper filing office in the appropriate jurisdictions under the applicable
law in order to perfect the conveyance of Receivables by Seller hereunder.


(f)          Accuracy of Information.  All information furnished by the Seller, any
Seller Entity or any Affiliate of any such Person to the Agent or any Purchaser
in connection with any Transaction Document, or any transaction contemplated
thereby, is true and accurate in all material respects (and is not incomplete
by omitting any information necessary to prevent such information from being
materially misleading).


(g)         No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or affecting the Seller, any Seller Entity or any
Subsidiary, or any of their respective properties, that (i) if adversely
determined (individually or in the aggregate), may have a material adverse
effect on the financial condition of the Seller, any Seller Entity or any
Subsidiary or on the collectibility of a material portion of the Receivables or
(ii) involve any Transaction Document or any transaction contemplated
thereby.  None of the Seller, any Seller
Entity or any Subsidiary is 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 Seller, the Seller Entities and the Subsidiaries taken as a
whole or (ii) the collectibility of a material portion of the Receivables.


(h)         No Material Adverse
Effect.  Since July 20,
2006, there has been no Material Adverse Effect.


(i)           Accuracy of Exhibits;
Lock-Box Arrangements.  All
information on Exhibits D-F (listing offices and names of the Seller and
the Originator and where they maintain Records; the Subsidiaries; and Lock
Boxes) is true and complete, subject to any changes permitted by, and notified
to the Agent in accordance with, Article V. 
None of the Seller’s or Originator’s locations (including without
limitation their respective chief executive offices and principal places of
business) has changed within the past 12 months (or such shorter period as the
Seller has been in existence).  Neither
the Seller nor the Originator has been known by or used any corporate,
fictitious or trade name other than a name set forth of Exhibit D.  Exhibit D lists the federal employer
identification numbers of the Seller and the Originator.  The Seller has delivered a copy of all
Lock-Box Agreements to the Agent.  The
Seller has not granted any interest in any Lock-Box or Collection Account to
any Person other than the Agent and, upon delivery to a Lock-Box Bank of the
related Lock-Box Letter, the Agent will have exclusive ownership and control of
the Collection Account at such Lock-Box Bank.


(j)           Sales by the Originator.  Each sale by the Originator to the Seller of
an interest in Receivables and their Collections has been made in accordance
with the terms of the Purchase Agreement, including the payment by the Seller
to the Originator of the purchase price described in the Purchase
Agreement.  Each such sale has been made
for “reasonably equivalent value” (as such
term is used in Section 548 of the Bankruptcy 



 15
 






 



Code) and not for or on
account of “antecedent debt” (as such term is used
in Section 547 of the Bankruptcy Code) owed by the Originator to the
Seller.


(k)          Eligible Receivables.  Each Receivable comprising part of
the Eligible Receivables Balance as of the date of any calculation of the Sold
Interest as part of the Eligible Receivables Balance was an Eligible Receivable
as of the date of such calculation.


(l)           Use of Proceeds.  No proceeds of any Purchase will be used (i)
for the purpose which violates, or would be inconsistent with, Regulation T, U
or X promulgated by the Board of Governors of the Federal Reserve System from
time to time or (ii) to acquire any security in any transaction which is
subject to Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended.


(m)         Not an Investment Company.  No Seller Entity is an “investment company”
within the meaning of the Investment Company Act of 1940, as amended from time
to time, or any successor statute.


ARTICLE V

COVENANTS


Section 5.1.  Covenants of the Seller.  The Seller
hereby covenants and agrees to comply with the following covenants and
agreements, unless the Agent (with the consent of the Instructing Group)
otherwise consents:


(a)  Financial Reporting. 
The Seller shall, and shall cause each Seller Entity and each Subsidiary
to, maintain a system of accounting established and administered in accordance
with GAAP and shall furnish to the Agent and each Purchaser:


(i)           Annual Financial
Statements.  Within 100 days
after each fiscal year of (A) 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, and
(B) the Seller the annual balance sheet for such Person (and, additionally
for the Seller, an annual profit and loss statement) certified by a Designated
Financial Officer thereof, in each case prepared on a consolidated basis in
conformity with GAAP as of the close of such fiscal year for the fiscal year
then ended;


(ii)          Quarterly Financial Statements.
 Within 45 days after each
(except the last) fiscal quarter of each fiscal year of (A) 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 a Designated Financial
Officer and prepared in a manner consistent with the financial statements 



 16
 






 



described in part (A) of
clause (i) of this Section 5.l(a) and (B) the Seller the quarterly
balance sheet for such Person (and, additionally for the Seller, a profit and
loss statement) for the period from the beginning of such fiscal year to the
close of such quarter, in each case certified by a Designated Financial Officer
thereof and prepared in a manner consistent with part (B) of clause (i) of
Section 5.1(a);


(iii)         Public Reports.  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


(iv)        Other Information.  With reasonable promptness, such other
information (including non-financial information) as may be requested by the
Agent or any Purchaser (with a copy of such request to the Agent).


(b)  Notices.  Immediately
upon becoming aware of any of the following the Seller will notify the Agent
and provide a description of:


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


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


(iii)         Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding reasonably likely to be
material to the Seller Entity, any Subsidiary or the collectibility or quality
of a material portion of the Receivables;


(iv)        Judgments.  The entry of any judgment, award or decree
against any Seller Entity or any Subsidiary if the aggregate amount of all
judgments then outstanding against the Seller, the Seller Entities and the
Subsidiaries exceeds $15,000,000 (net of actual uncontested insurance coverage
or effective uncontested indemnifications with respect thereto) or the entry of
a judgment, award or decree against the Seller; or


(v)         Changes in Business.  Any change in, or proposed change in, the
character of any Seller Entity’s business that could impair the collectibility
or quality of any Receivable.


If the Agent receives such a notice, the Agent shall
promptly give notice thereof to each Purchaser.


(c)  Conduct of Business.  The
Seller shall perform, and shall cause each Seller Entity and Subsidiary to
perform, all actions necessary to remain duly organized, validly existing and
in good standing in its jurisdiction of organization and to maintain all
requisite authority to conduct its business in each jurisdiction in which it
conducts business.



 17
 






 



(d)  Compliance with Laws.  The
Seller shall comply, and shall cause each Seller Entity and Subsidiary to
comply, with all laws, regulations, judgments and other directions or orders
imposed by any Governmental Authority to which such Person or any Receivable,
any Related Security or Collection may be subject.


(e)  Furnishing Information and Inspection of Records.  The Seller shall furnish to the
Agent and the Purchasers such information concerning the Receivables and the
Related Security as the Agent or a Purchaser may request.  The Seller shall, and shall cause the
Originator to, permit, at any time during regular business hours, the Agent or
any Purchaser (or any representatives thereof) (i) to examine and make
copies of all Records, (ii) to visit the offices and properties of the
Seller and the Originator for the purpose of examining the Records and
(iii) to discuss matters relating hereto with any of the Seller’s or the
Originator’s officers, directors, employees or independent public accountants
having knowledge of such matters.  Once a
year, the Agent may (at the expense of the Seller) have an independent public
accounting firm conduct an audit of the Records or make test verifications of
the Receivables and Collections.


(f)   Keeping Records.  (i) The
Seller shall, and shall cause the Originator to, 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).  The Seller shall give the Agent prior notice
of any material change in such administrative and operating procedures.


(ii)  The Seller
shall, (A) at all times from and after the date hereof, clearly and
conspicuously mark its computer and master data processing books and records
with a legend describing the Agent’s and the Purchasers’ interest in the
Receivables and the Collections and (B) upon the request of the Agent, so
mark each contract relating to a Receivable and deliver to the Agent all such
contracts (including all multiple originals of such contracts), with any
appropriate endorsement or assignment, or segregate (from all other receivables
then owned or being serviced by the Seller) the Receivables and all contracts
relating to each Receivable and hold in trust and safely keep such contracts so
legended in separate filing cabinets or other suitable containers at such
locations as the Agent may specify.


(g)  Perfection.  (i) The
Seller shall, and shall cause the Originator to, at its expense, promptly
execute and deliver all instruments and documents and take all action necessary
or requested by the Agent (including the filing of financing or continuation
statements, amendments thereto or assignments thereof) to enable the Agent to
exercise and enforce all its rights hereunder and to vest and maintain vested
in the Agent a valid, first priority perfected security interest in the
Receivables, the Collections, the Related Security, the Purchase Agreement, the
Collection Accounts and proceeds thereof free and clear of any Adverse Claim
(other than the Seller’s interest therein) (and a perfected ownership interest in
the Receivables and Collections to the extent of the Sold Interest).  The Agent will be permitted to sign and file
any continuation statements, amendments thereto and assignments thereof without
the Seller’s signature.



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(ii)          The Seller shall, and shall cause the
Originator to, only change its name, identity or corporate structure or
relocate its jurisdiction of organization or chief executive office or the
Records following thirty (30) days advance written notice to the Agent and
the delivery to the Agent of all financing statements, instruments and other
documents (including direction letters) requested by the Agent.


(iii)         Each of the Seller and the Originator
shall at all times maintain its chief executive offices and the Originator
shall maintain its jurisdiction of organization within a jurisdiction in the
USA in which Article 9 of the UCC is in effect.  If the Seller or the Originator moves its
chief executive office to a location that imposes Taxes, fees or other charges
to perfect the Agent’s and the Purchasers’ interests hereunder or the Seller’s
interests under the Purchase Agreement, the Seller 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 Agent and the Purchasers in the Receivables, the Related
Security, Collections, Purchase Agreement and Collection Accounts.


(h)  Performance of Duties.  The
Seller shall perform, and shall cause each Seller Entity and Subsidiary and the
Collection Agent (if an Affiliate) to perform, its respective duties or
obligations in accordance with the provisions of each of the Transaction
Documents.  The Seller (at its expense)
shall, and shall cause each Seller Entity to, (i) fully and timely perform in
all material respects all agreements 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 the Agent or the Purchasers in the Receivables, the Related
Security, Collections, Purchase Agreement or Collection Accounts.


(i)   Payments on Receivables, Accounts. 
The Seller shall, and shall cause the Originator to, at all
times instruct all Obligors to deliver payments on the Receivables (including
Deemed Collections) to a Lock-Box or Collection Account.  If any such payments or other Collections are
received by the Seller or the Originator, it shall hold such payments in trust
for the benefit of the Agent and the Purchasers and promptly (but in any event
within one Business Day after receipt) remit such funds into a Collection
Account.  The Seller shall cause each
Lock-Box Bank to comply with the terms of each applicable Lock-Box Letter.  The Seller shall not permit the funds of any
Affiliate to be deposited into any Collection Account.  If such funds are nevertheless deposited into
any Collection Account, the Seller shall promptly identify and separate such
funds for segregation.  The Seller shall
not, and shall not permit any Collection Agent or other Person to, Collections
or other funds to which the Agent or any Purchaser is entitled with any other
funds other than monies representing the proceeds of truck sales and insurance
proceeds contained in a Collection Account. 
The Seller shall only add, and shall only permit the Originator to add,
a Lock-Box Bank, Lock-Box, or Collection Account to those listed on
Exhibit F if the Agent has received notice of and has consented to such
addition, and has received 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 (with such changes as are acceptable to the Agent) from any new
Lock-Box Bank.  The Seller shall only
terminate a Lock-Box Bank or Lock-Box, or close a Collection Account, upon 30
days advance notice to the Agent.



 19














 


(j)   Sales and Adverse Claims Relating to Receivables.  Except as otherwise provided
herein, the Seller shall not, and shall not permit the Originator to, (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.


(k)  Extension or Amendment of Receivables. 
Except as otherwise permitted in Section 3.2(b) and then
subject to Section 1.5, the Seller shall not, and shall not permit the
Originator to, extend, amend, rescind or cancel any Receivable.


(l)   Change in Business or Credit and Collection Policy.  The Seller shall not make any
material change in the character of its business and shall not, and shall not
permit the Originator to, make any material change to the Credit and Collection
Policy.


(m) Certain Agreements. 
The Seller shall not (and shall not permit any Originator to) amend,
modify, waive, revoke or terminate any Transaction Document to which it is a
party or any provision of Seller’s certificate of formation or limited
liability company agreement.


(n)  Other Business.  The
Seller shall not:  (i) engage in any
business other than the transactions contemplated by the Transaction Documents,
(ii) create, incur or permit to exist any Debt of any kind (or cause or permit
to be issued for its account any letters of credit or bankers’ acceptances)
other than pursuant to this Agreement or the Subordinated Note, or (iii) form
any Subsidiary or make any investments in any other Person; provided, however, that the Seller may incur minimal
obligations to the extent necessary for the day-to-day operations of the Seller
(such as expenses for stationery, audits, maintenance of legal status, etc.).


(o)  Nonconsolidation.  The
Seller shall operate in such a manner that the separate corporate existence of
the Seller and each Seller Entity and Affiliate thereof would not be
disregarded in the event of the bankruptcy or insolvency of any Seller Entity
and Affiliate thereof and, without limiting the generality of the foregoing:


(i)           the Seller shall not engage in any
activity other than those activities expressly permitted under the Seller’s
organizational documents and the Transaction Documents, nor will the Seller
enter into any agreement other than this Agreement, the other Transaction
Documents to which it is a party and, with the prior written consent of the
Agent, any other agreement necessary to carryout more effectively the
provisions and purposes hereof or thereof;


(ii)          the Seller shall maintain a business
office separate from that of each of the Seller Entities and the Affiliates
thereof;


(iii)         the Seller shall cause the financial
statements and books and records of the Seller and the Originator to reflect
the separate corporate existence of the Seller;


(iv)        the Seller shall except as otherwise
expressly permitted hereunder, under the other Transaction Documents and under
the Seller’s organizational documents, the Seller shall not permit any Seller
Entity or Affiliate thereof to (A) pay the Seller’s 



 20
 






 



expenses, (B) guarantee
the Seller’s obligations, or (C) advance funds to the Seller for the payment of
expenses or otherwise; and


(v)         the Seller will not act as agent for
any Seller Entity or Affiliate, but instead will present itself to the public
as a limited liability company separate from each such Person and independently
engaged in the business of purchasing and financing Receivables.


(p)  Mergers, Consolidations and Acquisitions.  The Seller shall not merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of any other Person (whether directly by purchase, lease or other acquisition of
all or substantially all of the assets of such Person or indirectly by purchase
or other acquisition of all or substantially all of the capital stock of such
other Person) other than the acquisition of the Receivables and Related
Security pursuant to the Purchase Agreement.


(q)  Payments on Subordinated Note.  Subject to the provisions of Section 9
of the Subordinated Note, the Seller may make payments on the Subordinated Note
at any time from Collections not comprising part of the Sold Interest in
Collections.  Subject to the provisions
of Section 9 of the Subordinated Note, the Seller may make payments on the
Subordinated Note from Collections comprising part of the Sold Interest in
Collections, but only after paying (i) all amounts due to the Agent and
Purchasers hereunder on or prior to the immediately succeeding Settlement Date,
if such payments on the Subordinated Note are to be made prior to the
occurrence of a Termination Event (or Potential Termination Event described in
clause (b) or (e) of the definition of Termination Event), or, (ii) after
paying all amounts owing (whether or not due) to the Agent and the Purchasers
hereunder if such payments on the Subordinated Note are to be made after the
occurrence of a Termination Event (or after the occurrence of a Potential
Termination Event described in clause (b) or (e) of the definition of
Termination Event).


ARTICLE VI

INDEMNIFICATION


Section 6.1.   Indemnities
by the Seller.  Without limiting any other rights any Person may have
hereunder or under applicable law, the Seller hereby indemnifies and holds
harmless, on an after-Tax basis, the Agent, each Purchaser, each Conduit
Funding Source and their respective officers, directors, agents and employees
(each an “Indemnified Party”) from and
against any and all damages, losses, claims, causes of action, liabilities,
penalties, Taxes, costs and expenses (including attorneys’ fees and court
costs) (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 (including any action taken by the Agent as
attorney-in-fact for the Seller pursuant to Section 3.5(b)), whether
arising by reason of the acts to be performed by the Seller hereunder or
otherwise, excluding only Indemnified 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 



 21
 






 



seeking indemnification, (b) solely due to the
credit risk of the Obligor and for which reimbursement would constitute
recourse to the Seller or the Collection Agent for uncollectible Receivables or
(c) such Indemnified Losses include Taxes on, or measured by, the overall
net income of the Agent or any Purchaser computed in accordance with the
Intended Tax Characterization.  Without
limiting the foregoing indemnification, but subject to the limitations set
forth in clauses (a), (b) and (c) of the previous sentence, the Seller
shall indemnify each Indemnified Party for Indemnified Losses relating to or
resulting from:


(i)           any representation or warranty made
by the Seller, any Seller Entity or the Collection Agent (or any employee or
agent of the Seller, any Seller Entity or the Collection Agent) under or in
connection with this Agreement, any Periodic Report or any other information or
report delivered by the Seller, any Seller Entity or the Collection Agent
pursuant hereto, which was false or incorrect in any material respect when made
or deemed made;


(ii)          the failure by the Seller, any Seller
Entity, or the Collection Agent 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 or the failure by the Seller
to satisfy any of its obligations under any Transaction Document;


(iii)         the failure of the Seller to vest and
maintain vested in the Agent, for the benefit of the Purchasers, a perfected
ownership or security interest in the Sold Interest and the property conveyed
pursuant to Section 1.1 and Section 1.8, free and clear of any
Adverse Claim;


(iv)        any commingling of funds to which the
Agent or any Purchaser 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) 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 the Seller or any Seller
Entity, or any Affiliate of any thereof, to perform its duties or obligations
in accordance with the provisions of this Agreement or any other Transaction
Document to which such Person is a party (as a Collection Agent or otherwise);


(viii)      any action taken by the Agent  as attorney-in-fact for the Seller pursuant
to Section 3.5(b); or



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(ix)         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 the Transaction Documents.


Section 6.2.   Increased
Cost and Reduced Return.  If the adoption after the date hereof of any
applicable law, rule or regulation, or accounting principle, or any change
therein after the date hereof, or any change in the interpretation or
administration thereof by any Governmental Authority or Accounting Authority
charged with the interpretation or administration thereof, or compliance by any
Conduit Funding Source, the Agent or any Purchaser (collectively, the “Funding
Parties”) with any request or directive
(whether or not having the force of law) after the date hereof of any such
Governmental Authority or Accounting Authority (a) subjects any Funding
Party to any charge or withholding on or in connection with a Funding Agreement
or this Agreement (collectively, the “Funding Documents”) or any Receivable, (b) changes the basis of
taxation of payments to any of the Funding Parties of any amounts payable under
any of the Funding Documents (except for changes in the rate of Tax on the
overall net income of such Funding Party), (c) imposes, modifies or deems
applicable any reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the account of, or
any credit extended by, any of the Funding Parties, (d) has the effect of
reducing the rate of return on such Funding Party’s capital to a level below
that which such Funding Party could have achieved but for such adoption, change
or compliance (taking into consideration such Funding Party’s policies
concerning capital adequacy) or (e) imposes any other condition, and the
result of any of the foregoing is (x) to impose a cost on, or increase the
cost to, any Funding Party of its commitment under any Funding Document or of
purchasing, maintaining or funding any interest acquired under any Funding
Document, (y) to reduce the amount of any sum received or receivable by,
or to reduce the rate of return of, any Funding Party under any Funding
Document or (z) to require any payment calculated by reference to the
amount of interests held or amounts received by it hereunder, then, upon demand
by the Agent, the Seller shall pay to the Agent for the account of the Person
such additional amounts as will compensate the Agent or such Purchaser (or, in
the case of the Conduit, will enable the Conduit to compensate any Conduit
Funding Source) for such increased cost or reduction.


Section 6.3.   Other
Costs and Expenses.  The Seller shall pay to the Agent on demand all fees,
costs and expenses in connection with (a) the preparation, execution,
delivery and administration (including amendments of any provision) of the
Transaction Documents, (b) the sale of the Sold Interest, (c) the
perfection of the Agent’s rights in the Receivables and Collections,
(d) the enforcement by the Agent or the Purchasers of the obligations of
the Seller under the Transaction Documents or of any Obligor under a Receivable
and (e) the maintenance by the Agent of the Lock-Boxes and Collection Accounts,
including fees, costs and expenses of legal counsel for the Agent and the
Conduit relating to any of the foregoing or to advising the Agent, the
Purchasers and any Conduit Funding Source about its rights and remedies under
any Transaction Document or any related Funding Agreement and all costs and
expenses (including counsel fees and expenses) of the Agent, each Purchaser and
each Conduit Funding Source in connection with the enforcement of the
Transaction Documents or any Funding Agreement and in connection with the
administration of the Transaction Documents following a Termination Event.  The Seller shall reimburse the Agent and each
Purchaser for the cost of the Agent’s or 



 23
 






 



such Purchaser’s auditors (which may be employees of
such Person) auditing the books, records and procedures of the Seller.  The Seller shall reimburse the Conduit for
any amounts the Conduit must pay to any Conduit Funding Source pursuant to any
Funding Agreement on account of any Tax. 
The Seller shall reimburse the Conduit on demand for all other costs and
expenses incurred by the Conduit or any shareholder of the Conduit in
connection with the Transaction Documents or the transactions contemplated
thereby, including the cost of the Ratings and the fees and out-of-pocket
expenses of counsel of the Agent, the Conduit or any shareholder, or
administrator, of the Conduit for advice relating to the Conduit’s operation.


Section 6.4.   Withholding
Taxes.  (a) All payments made by the Seller
hereunder shall be made without withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient).  If any such withholding is so required, the
Seller shall make the withholding, pay the amount withheld to the appropriate
authority before penalties attach thereto or interest accrues thereon and pay
such additional amount as may be necessary to ensure that the net amount
actually received by each Purchaser and the Agent free and clear of such taxes
(including such taxes on such additional amount) is equal to the amount that
Purchaser or the Agent (as the case may be) would have received had such
withholding not been made.  If the Agent
or any Purchaser pays any such taxes, penalties or interest the Seller shall
reimburse the Agent or such Purchaser for that payment on demand.  If the Seller pays any such taxes, penalties
or interest, it shall deliver official tax receipts evidencing that payment or
certified copies thereof to the Purchaser or Agent on whose account such
withholding was made (with a copy to the Agent if not the recipient of the
original) on or before the thirtieth day after payment.


(b)  Before the
first date on which any amount is payable hereunder for the account of any
Purchaser not incorporated under the laws of the USA such Purchaser shall
deliver to the Seller and the Agent each two (2) duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable
form) certifying that such Purchaser is entitled to receive payments hereunder
without deduction or withholding of any United States federal income
taxes.  Each such Purchaser shall replace
or update such forms when necessary to maintain any applicable exemption and as
requested by the Agent or the Seller.


Section 6.5.   Payments
and Allocations.  If any Person seeks compensation pursuant to this
Article VI, such Person shall deliver to the Seller and the Agent a
certificate setting forth the amount due to such Person, a description of the
circumstance giving rise thereto and the basis of the calculations of such
amount, which certificate shall be conclusive absent manifest error.  The Seller will pay to the Agent (for the
account of such Person) the amount shown as due on any such certificate within
10 Business Days after receipt of the notice.



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ARTICLE VII

CONDITIONS PRECEDENT


Section 7.1.   Conditions to Closing.  This Agreement will become effective on the first date all conditions
in this Section 7.1 are satisfied. 
On or before such date, the Seller shall deliver to the Agent the
following documents in form, substance and quantity acceptable to the Agent:


(a)          A certificate of the Secretary of each
of the Seller and each Seller Entity certifying (i) the resolutions of the
Seller’s and each Seller Entity’s board of directors approving each Transaction
Document to which it is a party, (ii) the name, signature, and authority
of each officer who executes on the Seller’s or any Seller Entity’s behalf a
Transaction Document (on which certificate the Agent and each Purchaser may
conclusively rely until a revised certificate is received), (iii) the Seller’s
and each Seller Entity’s certificate or articles of incorporation or formation
certified by the Secretary of State of its state of organization, (iv) a
copy of the Seller’s and each Seller Entity’s limited liability company
agreement or by-laws and (v) good standing certificates issued by the
Secretaries of State of each jurisdiction where the Seller or any Seller Entity
has material operations.


(b)         All instruments and other documents
required, or deemed desirable by the Agent, to perfect the Agent’s first
priority interest in the Receivables, Collections, the Purchase Agreement and
the Collection Accounts in all appropriate jurisdictions.


(c)          UCC search reports from all
jurisdictions the Agent requests.


(d)         Executed copies of (i) all
consents and authorizations necessary in connection with the Transaction
Documents (ii) all Lock-Box Letters, (iii) a Periodic Report covering the
month ended June 30, 2006 and (iv) each Transaction Document.


(e)          Favorable opinions of counsel to the
Seller and each Seller Entity covering such matters as the Agent or any
Purchaser may request.


(f)          Such other approvals, opinions or
documents as the Agent or any Purchaser may request.


Section 7.2.   Conditions
to Each Purchase.  The obligation of each Committed Purchaser to make
any Purchase, and the right of the Seller to request or accept any Purchase,
are subject to the conditions (and each Purchase will evidence the Seller’s
representation and warranty that clauses (a)-(e) of this Section 7.2 have
been satisfied) that on the date of such Purchase before and after giving
effect to the Purchase:


(a)          no Potential Termination Event (or in
the case of a Reinvestment Purchase, a Termination Event) then exists or shall
occurs as a result of the Purchase;


(b)         the Liquidity Termination Date has not
occurred;



 25
 






 



(c)          after giving effect to the application
of the proceeds of such Purchase, (x) the outstanding Matured Aggregate
Investment would not exceed the Aggregate Commitment and (y) the
outstanding Aggregate Investment would not exceed the Purchase Limit;


(d)         the representations and warranties of
the Seller, the Originator and the Collection Agent contained herein or in any
other Transaction Document are true and correct in all material respects on and
as of such date (except to the extent such representations and warranties
relate solely to an earlier date and then are true and correct as of such
earlier date); and


(e)          each of the Seller and each Seller
Entity is in full compliance with the Transaction Documents (including all
covenants and agreements in Article V).


Nothing in this Section 7.2 limits the
obligations of each Committed Purchaser to the Conduit (including the Transfer
Agreement).


ARTICLE VIII

THE AGENT


Section 8.1.   Appointment
and Authorization. Each
Purchaser hereby irrevocably designates and appoints ABN AMRO Bank N.V. as the “Agent” under the Transaction Documents and authorizes the
Agent to take such actions and to exercise such powers as are delegated to the
Agent thereby and to exercise such other powers as are reasonably incidental
thereto.  The Agent shall hold, in its
name, for the benefit of each Purchaser, the Purchase Interest of the
Purchaser.  The Agent has no duties,
obligations or liabilities other than those expressly set forth in the
Transaction Documents or any fiduciary relationship with any Purchaser.  The Agent does not assume, nor shall it be
deemed to have assumed, any obligation to, or relationship of trust or agency
with, the Seller.  Notwithstanding any
provision of this Agreement or any other Transaction Document, in no event will
the Agent ever be required to take any action which exposes the Agent to
personal liability or which is contrary to the provision of any Transaction
Document or applicable law.


Section 8.2.   Delegation
of Duties.  The Agent may execute any of its duties
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


Section 8.3.   Exculpatory
Provisions.  Neither the Agent nor any of its directors, officers,
agents or employees is liable for any action taken or omitted (i) with the
consent or at the direction of the Instructing Group or (ii) in the absence of
such Person’s gross negligence or willful misconduct.  The Agent is not responsible to any Purchaser
or other Person for (i) any recitals, representations, warranties or other
statements made by the Seller, any Seller Entity or any of their Affiliates,
(ii) the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any Transaction Document, (iii) any failure of the Seller,
any Seller Entity or any 



 26
 






 



of their Affiliates to perform any obligation or
(iv) the satisfaction of any condition specified in Article VII.  The Agent has no obligation to any Purchaser
to ascertain or inquire about the observance or performance of any agreement
contained in any Transaction Document or to inspect the properties, books or
records of the Seller, any Seller Entity or any of their Affiliates.


Section 8.4.   Reliance
by Agent.  The Agent may in all cases be entitled to rely, and
is fully protected in relying, upon any document, other writing or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person and upon advice and statements of legal counsel (including
counsel to the Seller), independent accountants and other experts selected by
the Agent.  The Agent is in all cases be
fully justified in failing or refusing to take any action under any Transaction
Document unless it shall receives such advice or concurrence of the Purchasers,
and assurance of its indemnification, as it deems appropriate.


Section 8.5.   Assumed
Payments.  Unless the Agent has received notice from the
applicable Purchaser before the date of any Incremental Purchase that such
Purchaser will not make available to the Agent the amount it is scheduled to
remit as part of such Incremental Purchase, the Agent may assume such Purchaser
has made such amount available to the Agent when due (an “Assumed
Payment”) and, in reliance upon such
assumption, the Agent may (but has no obligation to) make available such amount
to the appropriate Person.  If and to the
extent that any Purchaser has not made its Assumed Payment available to the
Agent, such Purchaser and the Seller hereby agrees to pay the Agent forthwith
on demand such unpaid portion of such Assumed Payment up to the amount of funds
actually paid by the Agent, together with interest thereon for each day from
the date of such payment by the Agent until the date the requisite amount is
repaid to the Agent, at a rate per annum equal to the Federal Funds Rate plus
2%.


Section 8.6.   Notice
of Termination Events.  The Agent will not be deemed to have knowledge or
notice of the occurrence of any Potential Termination Event unless the Agent
has received notice from any Purchaser or the Seller stating that a Potential
Termination Event has occurred hereunder and describing such Potential
Termination Event.  The Agent shall take
such action concerning a Potential Termination Event as may be directed by the
Instructing Group (or, if required for such action, all of the Purchasers), but
until the Agent receives such directions, the Agent may (but is not obligated
to) take such action, or refrain from taking such action, as the Agent deems
advisable and in the best interests of the Purchasers.


Section 8.7.   Non-Reliance
on Agent and Other Purchasers.  Each Purchaser expressly acknowledges that neither
the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Agent hereafter taken, including any review of the
affairs of the Seller or any Seller Entity, is deemed to constitute any
representation or warranty by the Agent. 
Each Purchaser represents and warrants to the Agent that, independently
and without reliance upon the Agent or any other Purchaser and based on such
documents and information as it has deemed appropriate, it has made and will
continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and
creditworthiness of the Seller, the Seller Entities, and the Receivables and
its own decision to enter into this Agreement and to take, or omit, action
under any Transaction Document.  The
Agent shall deliver each month to any Purchaser that so requests a copy of the
Periodic Report(s) received covering the preceding 



 27
 






 



Settlement Period. 
Except for items specifically required to be delivered hereunder, the
Agent has no duty or responsibility to provide any Purchaser with any
information concerning the Seller, any Seller Entity or any of their Affiliates
that comes into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


Section 8.8.   Agent
and Affiliates.  The Agent and its Affiliates may extend credit to,
accept deposits from and generally engage in any kind of business with the
Seller, any Seller Entity or any of their Affiliates and, in its roles as a
Committed Purchaser, ABN AMRO may exercise or refrain from exercising its
rights and powers as if it were not the Agent. 
The parties acknowledge that ABN AMRO acts as agent for the Conduit and
subagent for the Conduit’s management company in various capacities, as well as
providing credit facilities and other support for the Conduit not contained in
the Transaction Documents.


Section 8.9.   Indemnification.  Each Committed Purchaser shall indemnify and hold harmless the Agent
and its officers, directors, employees, representatives and agents (to the
extent not reimbursed by the Seller or any Seller Entity and without limiting
the obligation of the Seller or any Seller Entity to do so), ratably in
accordance with its Ratable Share from and against any and all liabilities,
obligations, losses, damages, penalties, judgments, settlements, costs,
expenses and disbursements of any kind whatsoever (including in connection with
any investigative or threatened proceeding, whether or not the Agent or such
Person is designated a party thereto) that may at any time be imposed on,
incurred by or asserted against the Agent or such Person as a result of, or related
to, any of the transactions contemplated by the Transaction Documents or the
execution, delivery or performance of the Transaction Documents or any other
document furnished in connection therewith (but excluding any such liabilities,
obligations, losses, damages, penalties, judgments, settlements, costs,
expenses or disbursements resulting solely from the gross negligence or willful
misconduct of the Agent or such Person as finally determined by a court of
competent jurisdiction).


Section 8.10.   Successor
Agent.  The Agent may, upon at least five (5) days
notice to the Seller and each Purchaser, resign as Agent.  Such resignation will not become effective
until a successor agent is appointed by an Instructing Group and has accepted
such appointment.  Upon such acceptance
of its appointment as Agent hereunder by a successor Agent, such successor
Agent will succeed to and become vested with all the rights and duties of the
retiring Agent, and the retiring Agent will be discharged from its duties and
obligations under the Transaction Documents. 
After any retiring Agent’s resignation hereunder, the provisions of
Section 3.9, Article VI and this Article VIII shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was the Agent.


ARTICLE IX

MISCELLANEOUS


Section 9.1.   Termination.  The Conduit will cease to be a party hereto when the Conduit
Termination Date has occurred, the Conduit holds no Investment and all amounts
payable to it hereunder have been indefeasibly paid in full.  This Agreement will terminate following the
Liquidity Termination Date when no Investment is held by a Purchaser and all
other amounts 





 28
 






 



payable hereunder have been indefeasibly paid in full,
but the rights and remedies of the Agent, each Purchaser, and each Conduit
Funding Source under Section 3.9, Article VI and Section 8.9 will
survive such termination.


Section 9.2.   Notices.
 Unless otherwise specified, all notices and
other communications hereunder must be in writing (including by telecopier or
other facsimile communication), given to the appropriate Person at its address
or telecopy number set forth on the signature pages hereof or at such other
address or telecopy number as such Person may specify, and effective when
received at the address specified by such Person.  Each party hereto, however, authorizes the
Agent to act on telephone notices of Purchases and Discount Rate and Tranche
Period selections from any person the Agent in good faith believes to be acting
on behalf of the relevant party and, at the Agent’s option, to tape record any
such telephone conversation.  Each party
hereto agrees to deliver promptly a confirmation of each telephone notice given
or received by such party (signed by an authorized officer of such party), but
the absence of such confirmation will not affect the validity of the telephone
notice.  The Agent’s records of all such
conversations will be deemed correct and, if the confirmation of a conversation
differs in any material respect from the action taken by the Agent, the records
of the Agent will govern absent manifest error. 
The number of days for any advance notice required hereunder may be
waived (orally or in writing) by the Person receiving such notice and, in the
case of notices to the Agent, the consent of each Person to which the Agent is
required to forward such notice.


Section 9.3.   Payments
and Computations.  Notwithstanding anything herein to the
contrary, any amounts to be paid or transferred by the Seller or the Collection
Agent to, or for the benefit of, any Purchaser or any other Person shall be
paid or transferred to the Agent (for the benefit of such Purchaser or other Person).  The Agent shall promptly (and, if reasonably
practicable, on the day it receives such amounts) forward each such amount to
the Person entitled thereto and such Person shall apply the amount in
accordance herewith.  All amounts to be
paid or deposited hereunder shall be paid or transferred on the day when due in
immediately available Dollars (and, if due from the Seller or Collection Agent,
by 11:00 a.m. (Chicago time), with amounts received after such time being
deemed paid on the Business Day following such receipt).  The Seller hereby authorizes the Agent to
debit the Seller Account for application to any amounts owed by the Seller
hereunder.  The Seller shall, to the extent
permitted by law, pay to the Agent upon demand, for the account of the applicable
Person, interest on all amounts not paid or transferred by the Seller or the
Collection Agent when due hereunder at a rate equal to the Prime Rate plus 2%,
calculated from the date any such amount became due until the date paid in
full.  Any payment or other transfer of
funds scheduled to be made on a day that is not a Business Day shall be made on
the next Business Day, and any Discount Rate or interest rate accruing on such
amount to be paid or transferred shall continue to accrue to such next Business
Day.  All computations of interest, fees,
Discount and Funding Charges will be calculated for the actual days elapsed
based on a 360 day year.


Section 9.4.   Sharing
of Recoveries.  Each Purchaser agrees that if it receives any
recovery, through set-off, judicial action or otherwise, on any amount payable
or recoverable hereunder in a greater proportion than should have been received
hereunder or otherwise inconsistent with the provisions hereof, then the
recipient of such recovery shall purchase for cash an interest in amounts owing
to the other Purchasers (as return of Investment or otherwise), 



 29
 






 



without representation or warranty except for the
representation and warranty that such interest is being sold by each such other
Purchaser free and clear of any Adverse Claim created or granted by such other
Purchaser, in the amount necessary to create proportional participation by the
Purchasers in such recovery (as if such recovery were distributed pursuant to
Section 2.3).  If all or any portion
of such amount is thereafter recovered from the recipient, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery,
but without interest.


Section 9.5.   Right
of Setoff.  During a Termination Event, each Purchaser is hereby
authorized (in addition to any other rights it may have) to setoff, appropriate
and apply (without presentment, demand, protest or other notice which are
hereby expressly waived) any deposits and any other indebtedness held or owing
by such Purchaser (including by any branches or agencies of such Purchaser) to,
or for the account of, the Seller against amounts owing by the Seller hereunder
(even if contingent or unmatured).


Section 9.6.   Amendments.  Except as otherwise expressly provided herein, no amendment or waiver
hereof will be effective unless signed by the Seller, the Agent and the
Instructing Group.  In addition, no
amendment of any Transaction Document will, without the consent of (a) all
the Committed Purchasers, (i) extend the Liquidity Termination Date or the
date of any payment or transfer of Collections by the Seller to the Collection
Agent or by the Collection Agent to the Agent, (ii) reduce the rate or extend
the time of payment of Discount for any Eurodollar Tranche or Prime Tranche,
(iii) reduce or extend the time of payment of any fee payable to the
Committed Purchasers, (iv) except as provided herein, release, transfer or
modify any Committed Purchaser’s Purchase Interest or change any Commitment,
(v) amend the definition of Required Committed Purchasers, Instructing
Group, Termination Event or Section 1.1, 1.2, 1.5, 2.1, 2.2, 2.3, 7.2 or
9.6, Article VI, or any provision of the Limited
Guaranty, (vi) consent to the assignment or transfer by the Seller or the
Originator of any interest in the Receivables other than transfers under the
Transaction Documents or permit any Seller Entity to transfer any of its
obligations under any Transaction Document except as expressly contemplated by
the terms of the Transaction Documents, or (vii) amend any defined term
relevant to the restrictions in clauses (i) through (vi) in a manner which
would circumvent the intention of such restrictions or (b) the Agent,
amend any provision hereof if the effect thereof is to affect the indemnities
to, or the rights or duties of, the Agent or to reduce any fee payable for the
Agent’s own account.  Notwithstanding the
foregoing, the amount of any fee or other payment due and payable from the
Seller to the Agent (for its own account) or any Purchaser may be changed or
otherwise adjusted solely with the consent of the Seller and the party to which
such payment is payable.  Any amendment
hereof will apply to each Purchaser equally and is binding upon the Seller, the
Purchasers and the Agent.


Section 9.7.   Waivers.
 No failure or delay of the Agent or any
Purchaser in exercising any power, right, privilege or remedy hereunder
operates as a waiver thereof, nor will any single or partial exercise of any
such power, right, privilege or remedy preclude any other or further exercise
thereof or the exercise of any other power, right, privilege or remedy.  Any waiver hereof will be effective only in
the specific instance and for the specific purpose for which such waiver was given.  After any waiver, the Seller, the Purchasers
and the Agent shall be restored to their former position and rights and any
Potential Termination Event waived will be deemed to be cured and not
continuing, but no such waiver extends to (or impair any right consequent upon)




 30
 






 



any subsequent or other Potential Termination
Event.  Any additional Funding Charges or
Discount that have accrued after a Termination Event before the execution of a
waiver thereof, solely as a result of the occurrence of such Termination Event,
may be waived by the Agent at the direction of the Purchaser entitled thereto
or, in the case of Discount owing to the Committed Purchasers, of the Required
Committed Purchasers.


Section 9.8.   Successors
and Assigns; Participations; Assignments.


(a)  Successors and Assigns. 
This Agreement is binding upon and inures to the benefit of the parties
hereto and their respective successors and assigns.  Except as otherwise provided herein, the
Seller may not assign or transfer any of its rights or delegate any of its
duties without the prior consent of the Agent and the Purchasers.


(b)  Participations.  Any
Purchaser may sell to one or more Persons (each a “Participant”)
participating interests in the interests of such Purchaser hereunder and under
the Transfer Agreement.  Such Purchaser
shall remain solely responsible for performing its obligations hereunder, and
the Seller and the Agent shall continue to deal solely and directly with such
Purchaser in connection with such Purchaser’s rights and obligations hereunder
and under the Transfer Agreement.  Each
Participant shall be entitled to the benefits of Article VI and shall have the
right of setoff through its participation in amounts owing hereunder and under
the Transfer Agreement to the same extent as if it were a Purchaser hereunder
and under the Transfer Agreement, which right of setoff is subject to such
Participant’s obligation to share with the Purchasers as provided in
Section 9.4.  A Purchaser shall not
agree with a Participant to restrict such Purchaser’s right to agree to any
amendment hereto or to the Transfer Agreement, except amendments described in
clause (a) of Section 9.6.


(c)  Assignments by Committed Purchasers.  Any Committed Purchaser may assign to one or
more financial institutions (“Purchasing Committed
Purchasers”), acceptable to the Agent in its sole discretion, any
portion of its Commitment as a Committed Purchaser hereunder and under the
Transfer Agreement and Purchase Interest pursuant to a supplement hereto and to
the Transfer Agreement (a “Transfer Supplement”)
in form satisfactory to the Agent executed by each such Purchasing Committed
Purchaser, such selling Committed Purchaser and the Agent.  Prior to the occurrence of a Termination
Event, any such assignment requires the prior written consent of the Seller
which may not be unreasonably withheld. 
Any such assignment by a Committed Purchaser must be for an amount of at
least Five Million Dollars.  Each
Purchasing Committed Purchaser shall pay a fee of Three Thousand Dollars to the
Agent.  Any partial assignment will be
deemed an assignment of an identical percentage of such selling Committed
Purchaser’s Investment and its Commitment as a Committed Purchaser hereunder
and under the Transfer Agreement.  Upon
the execution and delivery to the Agent of the Transfer Supplement and payment
by the Purchasing Committed Purchaser to the selling Committed Purchaser of the
agreed purchase price, such selling Committed Purchaser shall be released from
its obligations hereunder and under the Transfer Agreement to the extent of
such assignment and such Purchasing Committed Purchaser shall for all purposes
be a Committed Purchaser party hereto and shall have all the rights and
obligations of a Committed Purchaser hereunder to the same extent as if it were
an original party hereto and to the Transfer Agreement with a Commitment as 



 31
 






 



a Committed Purchaser, any Investment and any related
Assigned Conduit Settlement described in the Transfer Supplement.


(d)  Replaceable Committed Purchasers.  If any Committed Purchaser other than ABN
AMRO (a “Replaceable Committed Purchaser”)
(i) petitions the Seller for any amounts under Section 6.2 or (ii)
has a short-term debt rating lower than the “A-1+” by
S&P and “P-1” by Moody’s, the Seller or
the Conduit may designate a replacement financial institution (a “Replacement Committed Purchaser”) reasonably acceptable to
the Agent and, prior to the occurrence of a Termination Event, consented to by
the Seller (which consent shall not be unreasonably withheld) to which such
Replaceable Committed Purchaser shall, subject to its receipt of an amount
equal to its Investment, any related Assigned Conduit Settlement, and accrued Discount
and fees thereon (plus, from the Seller, any Early Payment Fee that would have
been payable if such transferred Investment had been paid on such date) and all
amounts payable under Section 6.2, promptly assign all of its rights,
obligations and Commitment hereunder and under the Transfer Agreement, together
with all of its Purchase Interest, and any related Assigned Conduit Settlement,
to the Replacement Committed Purchaser in accordance with Section 9.8(c).


(e)  Assignment by the Conduit.  Each party hereto agrees and consents
(i) to the Conduit’s assignment, participation, grant of security
interests in or other transfers of any portion of, or any of its beneficial
interest in, the Conduit Purchase Interest and the Conduit Settlement and
(ii) to the complete assignment by the Conduit of all of its rights and
obligations hereunder to ABN AMRO or any other Person, and upon such assignment
the Conduit shall be released from all obligations and duties hereunder to the
extent accruing thereafter; provided, however,
that the Conduit may not, without the prior consent of the Required Committed
Purchasers and, prior to the occurrence of a Termination Event, the Seller,
which consent of the Seller shall not be unreasonably withheld, transfer any of
its rights hereunder or under the Transfer Agreement unless the assignee
(i) is a corporation whose principal business is the purchase of assets
similar to the Receivables, (ii) has ABN AMRO as its administrative agent
and (iii) issues commercial paper with credit ratings substantially
identical to the Ratings.  The Conduit
shall promptly notify each party hereto of any such assignment.  Upon such an assignment of any portion of the
Conduit’s Purchase Interest and the Conduit Settlement, the assignee will have
all of the rights of the Conduit hereunder relate to such Conduit Purchase
Interest and the Conduit Settlement.


(f)   Opinions of Counsel. 
If required by the Agent or to maintain the Ratings, each Transfer
Supplement must be accompanied by an opinion of counsel of the assignee as to
such matters as the Agent may reasonably request.


Section 9.9.   Intended
Tax Characterization.  It is the intention of the parties hereto that, for
the purposes of all Taxes, the transactions contemplated hereby shall be
treated as a loan by the Purchasers (through the Agent) to the Seller that is
secured by the Receivables (the “Intended Tax Characterization”).  The
parties hereto agree to report and otherwise to act for the purposes of all
Taxes in a manner consistent with the Intended Tax Characterization.


Section 9.10.   Confidentiality.  The parties hereto agree to hold the Transaction Documents or any other
confidential or proprietary information received in connection therewith 



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in confidence and agree not to provide any Person with
copies of any Transaction Document or such other confidential or proprietary
information other than to (i) any officers, directors, members, managers,
employees or outside accountants, auditors or attorneys thereof, (ii) any
prospective or actual assignee or participant which (in each case) has signed a
confidentiality agreement containing provisions substantively identical to this
Section, (iii) any rating agency, (iv) any surety, guarantor or credit or
liquidity enhancer to the Agent or any Purchaser which (in each case) has
signed a confidentiality agreement substantially in the form of the
confidentiality agreement signed by the Agent prior to the date hereof, (v) any
entity organized to loan, or make loans secured by, financial assets for which
ABN AMRO provides managerial services or acts as an administrative agent which
(in each case) has signed a confidentiality agreement substantially in the form
of the confidentiality agreement signed by the Agent prior to the date hereof,
(vi) the Conduit’s administrator, management company, referral agents, issuing
agents or depositaries or CP Dealers and (vii) Governmental Authorities with
appropriate jurisdiction. 
Notwithstanding the above stated obligations, provided that the other
parties hereto are given notice of the intended disclosure or use, the parties
hereto will not be liable for disclosure or use of such information which such
Person can establish by tangible evidence: (i) was required by law, including
pursuant to a valid subpoena or other legal process, (ii) was in such Person’s
possession or known to such Person prior to receipt or (iii) is or becomes
known to the public through disclosure in a printed publication (without breach
of any of such Person’s obligations hereunder).


Section 9.11.   Agreement
Not to Petition.  Each party hereto agrees, for the benefit of the
holders of the privately or publicly placed indebtedness for borrowed money for
the Conduit, not, prior to the date which is one (1) year and one (1) day after
the payment in full of all such indebtedness, to acquiesce, petition or
otherwise, directly or indirectly, invoke, or cause the Conduit to invoke, the
process of any Governmental Authority for the purpose of (a) commencing or
sustaining a case against the Conduit under any federal or state bankruptcy,
insolvency or similar law (including the Federal Bankruptcy Code), (b)
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official for the Conduit, or any substantial part of its property,
or (c) ordering the winding up or liquidation of the affairs of the
Conduit.  The provisions of this
Section 9.11 will survive the termination of this Agreement.


Section 9.12.   Excess
Funds. Notwithstanding any
provisions contained in this Agreement to the contrary, the Conduit shall not,
and shall not be obligated to, pay any amount pursuant to this Agreement unless
(i) the Conduit has received funds which may be used to make such payment and
which funds are not required to repay its commercial paper notes when due and
(ii) after giving effect to such payment, either (x) the Conduit could issue
commercial paper notes to refinance all of its outstanding commercial paper
notes (assuming such outstanding commercial paper notes matured at such time)
in accordance with the program documents governing the Conduit’s securitization
program or (y) all of the Conduit’s commercial paper notes are paid in
full.  Any amount which the Conduit does
not pay pursuant to the operation of the preceding sentence will not constitute
a claim (as defined in §101 of the United States Bankruptcy Code) against or
corporate obligation of the Conduit for any such insufficiency unless and until
the Conduit satisfies the provisions of clauses (i) and (ii) above.  The provisions of this Section 9.12 will
survive the termination of this Agreement.



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Section 9.13.   No Recourse. 
The obligations of the Conduit, its management company, its
administrator and its referral agents (each a “Program Administrator”) under
any Transaction Document or other document (each, a “Program Document”) to
which a Program Administrator is a party are solely the corporate obligations
of such Program Administrator and no recourse may be had for such obligations
against any Affiliate, director, officer, member, manager, employee, attorney
or agent of any Program Administrator.


Section 9.14.   Headings;
Counterparts.  Article and Section Headings in this Agreement are for reference only
and do not affect the construction of this Agreement.  This Agreement may be executed by different
parties on any number of counterparts, each of which constitute an original and
all of which, taken together, constitute one and the same agreement.


Section 9.15.   Cumulative
Rights and Severability.  All rights and remedies of the Purchasers and Agent
hereunder are cumulative and non-exclusive of any rights or remedies such
Persons have under law or otherwise.  Any
provision hereof that is prohibited or unenforceable in any jurisdiction is
ineffective in such jurisdiction to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and
without affecting such provision in any other jurisdiction.


Section 9.16.   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.  THE SELLER 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.  The Seller 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 9.16 shall affect the right of the Agent or
any Purchaser to bring any action or proceeding against the Seller or its
property in the courts of other jurisdictions.


Section 9.17.   WAIVER
OF TRIAL BY JURY.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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


Section 9.18.   Third
Party Beneficiaries.  Each Collection Agent Indemnified Party, Indemnified
Party and Funding Party that is not a party to this Agreement is a third party
beneficiary (each a “Named Beneficiary”)
of this Agreement with a right to enforce the provisions of this Agreement that
inure to its benefit.  Any amendment or
waiver of this Agreement executed and delivered pursuant to Section 9.8 is
binding on such Named Beneficiaries. 
This Agreement is not intended to, nor may it be deemed to, create any
rights of enforcement in any Persons that are neither signatories to this
Agreement nor Named Beneficiaries.



 34
 






 



Section 9.19.   Entire
Agreement.  The Transaction Documents constitute 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.



 35
 






 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.


	
  ABN AMRO BANK N.V., as the Agent

  	
   

  	
   

  	
   

  	
  ABN AMRO BANK N.V.,
  as a Committed Purchaser

  	
   

  	
   

  
	
  By

  	
   

  	
  

  	
   

  	
  By

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
	
  By

  	
   

  	
  

  	
   

  	
  By

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Structured Finance,

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
  Structured Finance,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Asset Securitization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Asset Securitization

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  540 West Madison

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  540 West Madison

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chicago, Illinois 60661

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chicago, Illinois 60661

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Attention:   Lender
  Agent-Conduit

  	
   

  	
   

  	
   

  	
  Attention:   Administrator-Conduit

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  (312) 904-6263

  	
   

  	
   

  	
   

  	
  Telephone:

  	
   

  	
  (312) 904-6263

  	
   

  	
   

  	 

	
   

  	
   

  	
  Telecopy:

  	
   

  	
  (312) 992-1527

  	
   

  	
   

  	
   

  	
  Telecopy:

  	
   

  	
  (312) 992-1527

  	
   

  	
   

  	 

																					



 


	
  WINDMILL
  FUNDING CORPORATION

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Address:

  	
  c/o Global Securitization Services, LLC

  445 Broad Hollow Road, Suite 239

  Melville, New York  11747

  Attention:   Andrew Stidd

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Telephone:

  	
  (212) 302-5151

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Telecopy:

  	
  (212) 302-8767

  	
   

  	
   

  	
   

  	 

											



 



 36
 






 



JBH RECEIVABLES
LLC, as Seller


	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attention:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



J.B. HUNT TRANSPORT, INC., 

   as
Initial Collection Agent


	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attention:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopy:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 37















SCHEDULE I

DEFINITIONS


The
following terms have the meanings set forth, or referred to, below:


“ABN AMRO” means ABN
AMRO Bank N.V. in its individual capacity and not in its capacity as the Agent.


“Accounting Authority” means any
accounting board or authority (whether or not part of a government) which is
responsible for the establishment or interpretation of national or
international accounting principles, in each case whether foreign or domestic.


“Accrued Dilution” means for
any Settlement Period, the total amount of Dilution occurring during such
Settlement Period calculated in accordance with GAAP.


“Adverse Claim” means, for
any asset or property of a Person, a lien, security interest, charge, mortgage,
pledge, hypothecation, assignment or encumbrance, or any other right or similar
claim, in, of or on such asset or property in favor of any other Person, except
those created by the Transaction Documents.


“Affiliate” means, for
any Person, any other Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with such Person.  For purposes of this definition, “control” means the power, directly or indirectly, to either
(i) vote ten percent (10%) or more of the securities having ordinary
voting power for the election of directors of a Person or (ii) cause the
direction of the management and policies of a Person.


“Agent” is defined
in the first paragraph hereof.


“Agent’s Account” means the
account designated to the Seller and the Purchasers by the Agent.


“Aggregate Commitment” means
$204,000,000, as such amount may be reduced pursuant to Section 1.6.


“Aggregate Investment” means the
sum of the Investments of all Purchasers.


“Aggregate Reserve” means, at
any time at which such amount is calculated, the sum of the Loss Reserve,
Dilution Reserve, Discount Reserve and Collection Agent Fee Reserve.


“Assigned Conduit Settlement” means, for
each Committed Purchaser for any Put, the product of such Purchaser’s Purchased
Percentage and the amount of the Conduit Settlement being transferred pursuant
to such Put.


“Bankruptcy Event” means, for
any Person, that (a) such Person makes a general assignment for the
benefit of creditors or any proceeding is instituted by or against such Person
seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation,
winding up,









 



reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors and, if
instituted against such Person, such proceeding remains undismissed and
unstayed for a period of 30 days, or seeking the entry of an order for
relief or the appointment of a receiver, trustee or other similar official for
it or any substantial part of its property or such Person generally does not
pay its debts as such debts become due or admits in writing its inability to
pay its debts generally or (b) such Person takes any corporate action to
authorize any such action.


“Business Day” means any
day other than (a) a Saturday, Sunday or other day on which banks in New York
City, New York or Chicago, Illinois are authorized or required to close, (b) a
holiday on the Federal Reserve calendar and, (c) solely for matters
relating to a Eurodollar Tranche, a day on which dealings in Dollars are not
carried on in the London interbank market.


“Charge-Off” means any
Receivable that has or should have been (in accordance with the Credit and
Collection Policy) charged off or written off by the Seller.


“Collection” means any
amount paid on a Receivable or actually remitted by the Seller as a Deemed
Collection under Section 1.5(b).


“Collection Account” means each
account maintained by the Collection Agent at a Lock-Box Bank for the purpose
of receiving or concentrating Collections.


“Collection Agent” is defined
in Section 3.1(a).


“Collection Agent Fee” is defined
in Section 3.6.


“Collection Agent Fee Rate” means
1.50%.


“Collection Agent Fee Reserve” means (i)
so long as Parent has a senior unsecured long-term indebtedness rating of BBB-
(or higher) by S&P and Baa3 (or higher) by Moody’s an amount equal to zero,
or (ii) at any other time an amount equal to the product of (A) 2.0, (B) the
Turnover Ratio, (C) the Collection Agent Fee Rate and (D) the Eligible
Receivables Balance at the beginning of the calendar month.


“Collection
Agent Replacement Event” means the occurrence of any one or more
of the following:


(a) the
Collection Agent (or any sub-collection agent) fails to observe or perform any
material term, covenant or agreement under any Transaction Document;


(b) any
written representation, warranty, certification or statement made by the
Collection Agent in, or pursuant to, any Transaction Document proves to have
been incorrect in any material adverse respect when made;


(c) the
Collection Agent suffers a Bankruptcy Event; or



 I-2
 






 



(d) for
so long as the Collection Agent is an Affiliate of the Seller, a Termination
Event.


“Commitment” means, for
each Committed Purchaser, the amount set forth on Schedule II, as adjusted
in accordance with Sections 1.6 and 9.8.


“Committed Purchasers” is defined
in Section 1.1(b).


“Conduit” is defined
in the first paragraph hereof.


“Conduit Funding Source” means any
insurance company, bank or other financial institution providing liquidity,
back-up purchase or credit support for the Conduit.


“Conduit Settlement” means the
sum of all claims and rights to payment pursuant to Section 1.5 or 1.7 or
any other provision owed to the Conduit (or owed to the Agent or the Collection
Agent for the benefit of the Conduit) by the Seller that, if paid, would be
applied to reduce the Conduit’s Investment.


“Conduit Termination Date” means the
earlier of (a) the Business Day designated by the Conduit at any time to the
Seller and (b) the Liquidity Termination Date.


“CP Dealer” means, at
any time, each Person the Conduit then engages as a placement agent or
commercial paper dealer.


“CP Discount” means, for
any Discount Period, the amount of interest or discount accrued, during such
Discount Period on all the outstanding commercial paper, or portion thereof,
issued by the Conduit to fund its Investment, including all dealer commissions
and other costs of issuing commercial paper, whether any such commercial paper
was issued specifically to fund such Investment or is allocated, in whole or in
part, to such funding.


“CP Rate” means, for
any CP Tranche Period, a rate per annum equal to the weighted average of the
rates at which commercial paper notes having a term equal to such CP Tranche
Period may be sold by any CP Dealer selected by the Conduit, as agreed between
each such CP Dealer and the Conduit.  If
such rate is a discount rate, the CP Rate shall be the rate resulting from the
Conduit’s converting such discount rate to an interest-bearing equivalent
rate.  If the Conduit determines that it
is not able, or that it is impractical, to issue commercial paper notes for any
period of time, then the CP Rate will be the Prime Rate.  The CP Rate shall include all costs and
expenses to the Conduit of issuing the related commercial paper notes,
including all dealer commissions and note issuance costs in connection
therewith.


“Credit and Collection Policy” means the
Seller’s credit and collection policy and practices relating to Receivables
attached hereto as Exhibit H.


“Credit Sales” means, for
any period of determination, the aggregate amount of trade receivables with
credit terms of any kind originated by the Originator during such period.



 I-3
 






 



“Deemed Collections” is defined
in Section 1.5(c).


“Default Ratio” means, for
any Settlement Period, a fraction (expressed as a percentage), the numerator of
which is the aggregate Outstanding Balance of all Defaulted Receivables as of
the end of such Settlement Period and the denominator of which is the Eligible
Receivables Balance as of the end of such Settlement Period.


“Defaulted Receivable” means any
Receivable (a) on which any amount is unpaid by the Obligor thereof more than
90 days past the invoice date thereof or (b) the Obligor on which has suffered
a Bankruptcy Event or (c) which, consistent with the Credit and Collection
Policy, would be written off as uncollectible.


“Delinquency Horizon” means, for
any Settlement Period, the calendar month ending three months prior to the last
day of such Settlement Period.


“Delinquency Ratio” means, for
any Settlement Period, a fraction (expressed as a percentage), the numerator of
which is the aggregate Outstanding Balance of all Delinquent Receivables as of
the end of such Settlement Period plus the aggregate Outstanding Balance of all
Charge-Offs as of the end of such Settlement Period and the denominator of
which is the total amount of Credit Sales generated during the Delinquency
Horizon.


“Delinquent Receivable” means any
Receivable (other than a Charge-Off or Defaulted Receivable) (a) on which
any amount is unpaid more than 60 days after the invoice date thereof, and
(b) is not a Defaulted Receivable.


“Deposit Date” means each
day on which any Collections are deposited in any Account or on which the
Collection Agent receives any Collections.


“Designated Financial Officer” means the
Chief Financial Officer, Treasurer, Assistant Treasurer, or such other person
acceptable to the Agent of the Seller or the relevant Seller Entity, as
applicable.


“Dilution” means, for
any Settlement Period, the amount Deemed Collections deemed to be received
during such Settlement Period pursuant to Section 1.5(b).


“Dilution Horizon” means, for
any Settlement Period, the calendar month ending immediately prior to the
beginning of such Settlement Period.


“Dilution Ratio” means, for
any Settlement Period, a fraction (expressed as a percentage), the numerator of
which is the total amount of Dilutions during such Settlement Period, and the
denominator of which is the amount of Credit Sales generated during the
Dilution Horizon.


“Dilution Reserve” means, for
any Settlement Period, the product of 2.5 times the highest Accrued Dilution
occurring during any of the six most recent Settlement Periods.



 I-4
 






 



“Discount” means, for
any Tranche Period, (a) the product of (i) the Discount Rate for such
Tranche Period, (ii) the total amount of Investment allocated to the Tranche
Period, and (iii) the number of days elapsed during such Tranche Period divided
by (b) 360.


“Discount Period” means, with
respect to any Settlement Date or the Liquidity Termination Date, the period from
and including the preceding Settlement Date (or if none, the date that the
first Incremental Purchase is made hereunder) to but not including such
Settlement Date or Liquidity Termination Date, as applicable.


“Discount Rate” means, (i)
for any Tranche Period relating to a CP Tranche, the CP Rate applicable
thereto, (ii) for any Tranche Period relating to a Eurodollar Tranche, the
Eurodollar Rate applicable thereto and (iii) for any Tranche Period relating to
a Prime Tranche, the Prime Rate applicable thereto.


“Discount Reserve” means, at
any time, the product of 2.0% and Aggregate Investment.


“Dollar” and “$” means lawful currency of the United States of America.


“Early Payment Fee” means, if
any Investment of a Purchaser allocated (or, in the case of a requested
Purchase not made by the Committed Purchasers for any reason other than their
default, scheduled to be allocated) to a Tranche Period for a CP Tranche or
Eurodollar Tranche is reduced or terminated before the last day of such Tranche
Period (the amount of Investment so reduced or terminated being referred to as
the “Prepaid Amount”), the cost to the
relevant Purchaser of terminating or reducing such Tranche, which (a) for a CP
Tranche means any compensation payable in prepaying the related commercial
paper or, if not prepaid, any shortfall between the amount that will be
available to the Conduit on the maturity date of the related commercial paper
from reinvesting the Prepaid Amount in Permitted Investments and the Face
Amount of such commercial paper and (b) for a Eurodollar Tranche will be
determined based on the difference between the LIBOR applicable to such Tranche
and the LIBOR applicable for a period equal to the remaining maturity of the
Tranche on the date the Prepaid Amount is received.


“Eligible
Receivable” means, at any time, any Receivable:


(i)        the Obligor of which (a) is a resident
of, or organized under the laws of, or with its chief executive office in, the
USA; provided, however, that not more than
2.0% of the Outstanding Balance of Eligible Receivables in the aggregate at any
time may consist of Receivables due from Obligors which are residents of,
organized under the laws of, or with chief executive offices in, countries
other than the USA (each, an “Eligible Foreign
Receivable”) if the applicable Obligor under each such Eligible
Foreign Receivable (A) is a resident of a country that (x) is a
member of the Organization of Economic Cooperation and
Development and (y) has a long-term country risk rating of not less
than A+ by S&P and A1 by Moody’s, and (B)  all payments of such
Receivables are required to be made in US dollars into a Account; provided  further, that
all other terms hereof shall apply to such Eligible Foreign Receivables;
(b) is not an Affiliate of any of the parties hereto or the Originator; provided, however, that not more than 3.0% of the
Outstanding Balance of Eligible Receivables in the aggregate at any time may



 I-5
 






 



consist
of Receivables due from Transplace, Inc. so long as all such Receivables are
stated to be due and payable within 55 days after the invoice therefore and no
more than 37% of the voting stock of Transplace, Inc. is owned directly or
indirectly by Parent; (c) is not a government or a governmental subdivision or
agency; provided, however, that not more than
the 2.0% of the Outstanding Balance of Eligible Receivables in the aggregate at
any time may consist of Receivables due from an Obligor that is a United States
state or federal government or governmental subdivision or agency; (d) has not
suffered a Bankruptcy Event; and (e) is a customer of the Originator in good
standing and (f) is not an Obligor for which 50% of the Outstanding Balance of
Receivables owed by such Obligor are Defaulted Receivables or Receivables that
became Charge-Offs;


(ii)       which
is stated to be due and payable within 30 days after the invoice therefore provided, however, that up to 3.0% of the Eligible
Receivables Balance may consist of Receivables which are stated to be due and
payable more than 30 days, but less than 60 days after the invoice
therefor;


(iii)      which
is not a Delinquent Receivable, Defaulted Receivable or a Charge-Off;


(iv)      which
is an “account” within the meaning of
Article 9 of the UCC of all applicable jurisdictions;


(v)       which
is denominated and payable only in Dollars
in the USA;


(vi)      which
arises under a contract, that is in full force
and effect and constitutes the legal, valid and binding obligation of the
related Obligor enforceable against such Obligor in accordance with its terms
subject to no offset, counterclaim, defense or other Adverse Claim, and is not
an executory contract or unexpired lease within the meaning of Section 365
of the Bankruptcy Code;


(vii)     which
arises under a contract that (a) contains an obligation to pay a specified sum
of money and is subject to no contingencies, (b) does not require
the Obligor under such contract to consent to the transfer, sale or assignment
of the rights and duties of the Originator under such contract, (c) does not
contain a confidentiality provision that purports to restrict any Purchaser’s
exercise of rights under this Agreement, including, without limitation, the
right to review such contract and (d) directs that payment be made to a
Lock-Box or other collection account;


(viii)    which
does not, in whole or in part, contravene any law, rule or regulation
applicable thereto (including, without limitation, those relating to usury,
truth in lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy);


(ix)      which
satisfies all applicable requirements of the Credit and Collection Policy and
was generated in the ordinary course of the Originator’s business from the sale
of goods or provision of services to a related Obligor solely by the
Originator;



 I-6
 






 



(x)       the
transfer, sale or assignment of which does not contravene any applicable law,
rule or regulation; and


(xi)      as
to which the applicable Originator has issued an invoice for payment to the
applicable Obligor and satisfied and fully performed all obligations on its
part with respect to such Receivable required to be fulfilled by it, and no
further action is required to be performed by any Person with respect thereto
other than payment thereon by the applicable Obligor.


“Eligible Receivables Balance” means, at
any time, the aggregate Outstanding Balance of all Eligible Receivables minus
the amount by which the Outstanding Balance of all Eligible Receivables of each
Obligor and its Affiliates exceeds the Standard Obligor Concentration Limit or
Special Limit for such Obligor.


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any rule or regulation issued thereunder.


“ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control with any
Seller Entity within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).


“ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Seller
Entity or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001 (a) (2) of ERISA) or a cessation of operations which is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by any Seller Entity or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the
filing of a notice of intent to terminate, the treatment of a Plan amendment as
a termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon any Seller Entity or
any ERISA Affiliate.


“Eurodollar Rate” means, for
any Tranche Period for a Eurodollar Tranche, the sum of (a) LIBOR for such
Tranche Period divided by 1 minus the “Reserve Requirement”
plus (b) the “Eurodollar Margin” as set forth in that certain Senior
Revolving Credit Facility Agreement dated as of April 27, 2005, as amended,
among the Parent, various commercial banking institutions, Bank of America,
N.A., as Administrative Agent, and various other parties thereto, plus
(c) .50%; where “Reserve Requirement”
means, for any Tranche Period for a Eurodollar Tranche, the maximum reserve
requirement imposed during such Tranche Period on “eurocurrency
liabilities” as currently defined in Regulation D of the Board of
Governors of the Federal Reserve System.



 I-7
 






 



“Face Amount” means the
face amount of any Conduit commercial paper issued on a discount basis or, if
not issued on a discount basis, the principal amount of such note and interest
scheduled to accrue thereon to its stated maturity.


“Federal Funds Rate” means for
any day the greater of (i) the average rate per annum as determined by ABN
AMRO at which overnight Federal funds are offered to ABN AMRO for such day by
major banks in the interbank market, and (ii) if ABN AMRO is borrowing
overnight funds from a Federal Reserve Bank that day, the average rate per
annum at which such overnight borrowings are made on that day.  Each determination of the Federal Funds Rate
by ABN AMRO is conclusive and binding on the Seller except in the case of
manifest error.


“Fee Letter” means the
letter agreement dated as of the date hereof among the Seller, the Agent, the
Conduit and the Committed Purchasers.


“Funding Agreement” means any
agreement or instrument executed by the Conduit and executed by or in favor of
any Conduit Funding Source or executed by any Conduit Funding Source at the
request of the Conduit (including the Program LOC).


“Funding Charges” means, for
any day, the product of (i) the per annum rate (inclusive of dealer fees and
commissions) paid or payable by the Conduit in respect of commercial paper
notes on such day that are allocated, in whole or in part, to fund or maintain
its Investment for such day, as determined by the Agent and other costs
allocated by the Conduit to fund or maintain its Investment associated with the
funding by the Conduit of small or odd lot amounts that are not funded with
commercial paper notes and (ii) the Conduit’s Investment as of the end of such
day and (iii) 1/360.


“Funding
Parties” has the meaning set forth in Section 6.2.


“GAAP” means generally accepted accounting
principles in the USA, applied on a consistent basis.


“Governmental Authority” means any
(a) Federal, state, municipal or other governmental entity, board, bureau,
agency or instrumentality, (b) administrative or regulatory authority
(including any central bank or similar authority) or (c) court, judicial
authority or arbitrator, in each case, whether foreign or domestic.


“Incremental Purchase” is defined
in Section 1.1(b).


“Initial Collection Agent” is defined
in the first paragraph hereof.


“Instructing Group” means the
Required Committed Purchasers and, unless the Conduit Termination Date has
occurred and the Conduit has no Investment, the Conduit.


“Intended Tax Characterization” is defined
in Section 9.9.



 I-8
 






 



“Interim Liquidation” means any
time before the Liquidity Termination Date during which no Reinvestment
Purchases are made by any Purchaser, as established pursuant to
Section 1.2.


“Investment” means, for
each Purchaser, (a) the sum of (i) all Incremental Purchases by such
Purchaser and (ii) the aggregate amount of any payments or exchanges made
by, or on behalf of, such Purchaser to any other Purchaser to acquire
Investment from such other Purchaser minus (b) all Collections, amounts
received from other Purchasers and other amounts received or exchanged and, in
each case, applied by the Agent or such Purchaser to reduce such Purchaser’s
Investment.  A Purchaser’s Investment
will be restored to the extent any amounts so received or exchanged and applied
are rescinded or must be returned for any reason.


“LIBOR” means, for
any Tranche Period for a Eurodollar Tranche or other time period, the rate per
annum (rounded upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in Dollars for a period equal to such
Tranche Period or other period, which appears on Page 3750 of the Telerate
Service (or any successor page or successor service that displays the British
Bankers’ Association Interest Settlement Rates for Dollar deposits) as of 11:00
a.m. (London, England time) two Business Days before the commencement of such
Tranche Period or other period.  If for
any Tranche Period for a Eurodollar Tranche no such displayed rate is available
(or, for any other period, if such displayed rate is not available or the need
to calculate LIBOR is not notified to the Agent at least 3 Business Days before
the commencement of the period for which it is to be determined), the Agent
shall determine such rate based on the rates ABN AMRO is offered deposits of
such duration in the London interbank market.


“Limited Guaranty” means the
Limited Guaranty, dated the date hereof, by the Parent in favor of the Agent.


“Liquidation Period” means, for
the Conduit only, all times when the Conduit is not making Reinvestment
Purchases pursuant to Section 1.1(d) and, for all Purchasers, all times
(x) during an Interim Liquidation and (y) on and after the Liquidity
Termination Date.


“Liquidity Providers” is defined
in the first paragraph hereof.


“Liquidity Termination Date” means the
earliest of (a) the date of the occurrence of a Termination Event
described in clause (e) of the definition of Termination Event, (b) the
date designated by the Agent to the Seller at any time after the occurrence of
any other Termination Event, (c) the Business Day designated by the Seller
with no less than thirty (30) Business Days prior notice to the Agent and
(d) July 30, 2007.


“Lock-Box” means each
post office box or bank box listed on Exhibit F, as revised pursuant to
Section 5.1(i).


“Lock-Box Agreement” means each
agreement between the Collection Agent and a Lock-Box Bank concerning a
Collection Account.



 I-9
 






 



“Lock-Box Bank” means each
bank listed on Exhibit F, as revised pursuant to Section 5.1(i).


“Lock-Box Letters” means
letters in substantially the form of Exhibit G-1, G-2 (or
otherwise acceptable to the Agent) from the Seller and the Collection Agent to
each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and the
Agent.


“Loss Horizon” means, for
any Settlement Period, the two most recent calendar months ending immediately
prior to the beginning of such Settlement Period.


“Loss Horizon Ratio” means, for
any Settlement Period, a fraction (expressed as a percentage) the numerator of
which is the aggregate Credit Sales generated by the Originators during the
Loss Horizon and the denominator of which is
the Eligible Receivables Balance as of the last day of such Settlement Period.


“Loss Reserve” means, for
any Settlement Period, the product of (i) the greater of (a) 10% and (b) 2.25 times the highest three month rolling
average Delinquency Ratio (expressed as a percentage) as of the last day of the
last six Settlement Periods times the Loss Horizon Ratio multiplied by (ii) the
Eligible Receivables Balance as of the last day of such Settlement Period.


“Material
Adverse Effect” means:


(i) a
material impairment of the ability of any Seller Entity to perform under any
Transaction Document;


(ii) a
material adverse effect on the legality, validity, binding effect or
enforceability against any Seller Entity of any Transaction Document;


(iii) a
material adverse effect on the validity, enforceability or collectibility of a
material portion of the Receivables;


(iv) a
material adverse effect upon the validity, perfection, priority or
enforceability of the Agent’s interest, on behalf of the Purchasers, in, the
Receivables, the Related Security, the Collections or the Collection Accounts;
or


(v) a
material adverse effect on the financial condition, business, operations or
prospects of any Seller Entity.


“Matured Aggregate Investment” means, at
any time, the Matured Value of the Conduit’s Investment plus the total
Investments of all other Purchasers then outstanding.


“Matured Value” means, of
any Investment, the sum of such Investment and all unpaid Discount scheduled to
become due (whether or not then due) on such Investment during all Tranche
Periods to which any portion of such Investment has been allocated.


 



 I-10














 


“Maximum Incremental Purchase Amount” means, at
any time, the lesser of (a) the difference between the Purchase Limit and
the Aggregate Investment then outstanding and (b) the difference between
the Aggregate Commitment and the Matured Aggregate Investment then outstanding.


“Moody’s” means Moody’s
Investors Service, Inc.


“Multiemployer Plan” means a “multiemployer
plan”, within the meaning of Section 4001 (a) (3) of ERISA, to which a Seller
Entity or any ERISA Affiliate makes, is making, or is obligated to make
contributions or, during the preceding five calendar years, has made, or been
obligated to make, contributions.


“Obligor” means, for
any Receivable, each Person obligated to pay such Receivable and each guarantor
of such obligation.


“Originator” means J.B.
Hunt Transport, Inc., a Georgia corporation.


“Outstanding Balance” means, for
any Receivable, at any time the unpaid amount thereof exclusive of all interest
and finance charges, late payment charges, delinquency charges and extension
and collection fees and charges.


“Parent” means
J.B. Hunt Transport Services, Inc., an Arkansas corporation.


“PBGC” means the Pension Benefit Guaranty
Corporation.


“Pension Plan” means a
pension plan (as defined in Section 3(2) of ERISA) subject to
Title IV of ERISA which any Seller Entity sponsors or maintains, or to
which it makes, is making, or is obliged to make contributions, or in the case
of a multiple employer plan (as defined in Section 4064(a) of ERISA) has
made contributions at any time during the immediately preceding five plan
years.


“Periodic Report” is defined
in Section 3.3.


“Permitted Investments” shall mean
(a) evidences of indebtedness, maturing not more than thirty
(30) days after the date of purchase thereof, issued by, or the full and
timely payment of which is guaranteed by, the full faith and credit of, the
federal government of the United States of America, (b) repurchase
agreements with banking institutions or broker-dealers that are registered
under the Securities Exchange Act of 1934 fully secured by obligations of the
kind specified in clause (a) above, (c) money market funds
denominated in Dollars rated not lower than A-1+ (and without the “r” symbol
attached to any such rating) by S&P and P-1 by Moody’s or otherwise
acceptable to the Rating Agencies or (d) commercial paper denominated in
Dollars issued by any corporation incorporated under the laws of the United
States or any political subdivision thereof, provided that such commercial
paper is rated at least A-1+ (and without any “r” symbol attached to any such
rating) thereof by S&P and at least Prime-1 thereof by Moody’s.



 I-11
 






 



“Person” means an
individual, partnership, corporation, limited liability company, association,
joint venture, Governmental Authority or other entity of any kind.


“Plan” means an employee benefit plan (as
defined in Section 3(3) of ERISA) which a Seller Entity sponsors or maintains
or to which a Seller Entity makes, is making, or is obligated to make
contributions.


“Potential Termination Event” means any
Termination Event or any event or condition that with the lapse of time or
giving of notice, or both, would constitute a Termination Event.


“Prime Rate” means, for
any period, the daily average during such period of (a) the greater of (i) the
floating commercial loan rate per annum of ABN AMRO (which rate is a reference
rate and does not necessarily represent the lowest or best rate actually
charged to any customer by ABN AMRO) announced from time to time as its prime
rate or equivalent for Dollar loans in the USA, changing as and when said rate
changes and (ii) the Federal Funds Rate plus 0.50% plus (b) during the pendency
of a Termination Event, 1.50%.


“Purchase” is defined
in Section 1.1(a).


“Purchase Agreement” means the
Purchase and Sale Agreement dated as of the date hereof between the Seller and
the Originator.


“Purchase Amount” is defined
in Section 1.1(c).


“Purchase Date” is defined
in Section 1.1(c).


“Purchase Interest” means, for
a Purchaser, the percentage ownership interest in the Receivables and
Collections held by such Purchaser, calculated when and as described in
Section 1.1(a); provided, however, that
(except for purposes of computing a Purchase Interest or the Sold Interest in
Section 1.5 or 1.7 and in the last sentence of both Section 2.3(a)
and Section 2.3(b)) at any time the Sold Interest would otherwise exceed
100% the Purchase Interest of each Purchaser then holding any Investment will
be reduced automatically by multiplying such Purchase Interest by a fraction
equal to 100% divided by the Sold Interest otherwise then in effect, so that
the Sold Interest is thereby reduced to 100%.


“Purchase Limit” means
$200,000,000.


“Purchaser Reserve Percentage” means, for
each Purchaser, the Reserve Percentage multiplied by a fraction, the numerator
of which is such Purchaser’s outstanding Investment and the denominator of
which it the Aggregate Investment.


“Purchasers” means the
Committed Purchasers and the Conduit.


“Put” is defined in Section 2.1(a).


“Ratable Share” is defined
in the Transfer Agreement.



 I-12
 






 



“Rating Agency” means Moody’s,
S&P and any other rating agency the Conduit chooses to rate its commercial
paper notes.


“Ratings” means the
ratings by the Rating Agencies of the indebtedness for borrowed money of the
Conduit.


“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 any interest
or finance charges and all proceeds of the foregoing.  During any Interim Liquidation and on and
after the Liquidity Termination Date, the term “Receivable”
will only include receivables existing on the date such Interim Liquidation
commenced or Liquidity Termination Date occurred, as applicable.  Deemed Collections will reduce the
Outstanding Balance of Receivables hereunder, so that any Receivable that has
its Outstanding Balance deemed collected will cease to be a Receivable
hereunder after (x) the Collection Agent receives payment of such Deemed
Collections under Section 1.5(b) or (y) if such Deemed Collection is received
before the Liquidity Termination Date, an adjustment to the Sold Interest
permitted by Section 1.5(c) is made.


“Records” means, for
any Receivable, all contracts, books, records and other documents or
information (including computer programs, tapes, disks, software and related
property and rights) relating to such Receivable or the related Obligor.


“Reinvestment Purchase” is defined
in Section 1.1(b).


“Related Security” means all
of the Originator’s rights in the merchandise (including returned goods) and contracts
relating to the Receivables, all security interests, guaranties and property
securing or supporting payment of the Receivables, all Records and all proceeds
of the foregoing.


“Required Committed Purchasers” is defined
in the Transfer Agreement.


“Reserve Percentage” means,
at any time, the quotient obtained by dividing (a) the Aggregate Reserve by (b)
the Eligible Receivables Balance.


“Seller” is defined
in the first paragraph hereof.


“Seller Account” means the
Seller’s account designated by the Seller to the Agent in writing.


“Seller Entity” means the
Parent and the Originator.


“Settlement Date” means (i)
prior to the occurrence of a Termination Event, the 18th day of each calendar
month, and (ii) after the occurrence of a Termination Event, the 18th day of
each calendar month and each additional Business Day designated as such by the
Agent.



 I-13
 






 



“Settlement Period” means, with
respect to each Settlement Date, the calendar month preceding such Settlement
Date; provided, however, that after the
occurrence of a Termination Event, the duration of each Settlement Period will
be the number of days designated by the Agent.


“Sold Interest” is defined
in Section 1.1(a).


“Special Limit” means,
(i) with respect to Wal-Mart Stores, Inc. (“Wal-Mart”),
an amount not to exceed 10% of the aggregate outstanding balance of all
Eligible Receivables so long as its long-term unsecured indebtedness is rated
no lower than A+ by S&P and A1 by Moody’s, (ii) with respect to Home
Depot, Inc., an amount not to exceed 10% of the aggregate outstanding balance
of all Eligible Receivables so long as its long-term unsecured indebtedness is
rated no lower than A- by S&P and A3 by Moody’s,  (iii) with
respect to Target Corp., an amount not to exceed 10% of the aggregate
outstanding balance of all Eligible Receivables so long as its long-term
unsecured indebtedness is rated no lower than A- by S&P and A3 by Moody’s
(iv) with respect to any Eligible Receivables of Wal-Mart not
described in clause (i) above that are fully supported by a Letter of
Credit issued by ABN AMRO, an amount not to exceed 5% of the aggregate
outstanding balance of all Eligible Receivables so long as Wal-Mart’s
long-term unsecured indebtedness is rated no lower than A+ by S&P and A1 by
Moody’s and (v) with respect to any other Obligor, such amount as may be
agreed from time to time in writing from the Seller and Agent.


“Special Transaction Subaccount” means the
special transaction subaccount established for this Agreement pursuant to the
Conduit’s depositary agreement.


“S&P” means
Standard & Poor’s Ratings Services.


“Standard Obligor Concentration Limit” means with
respect to any Obligor (i) with senior unsecured long-term indebtedness
rated A- (or higher) by S&P and A3 (or higher) by Moody’s, an amount not to
exceed 6.0% of the Eligible Receivables Balance, (ii) with senior
unsecured long-term indebtedness rated BBB (or higher) by S&P and Baa2 (or
higher) and not covered in clause (i) above, an amount not to exceed 4.0% of
the Eligible Receivables Balance and (iii) with respect to all other
Obligors not covered in clauses (i) and (ii) and not then the subject of a
Special Limit, an amount not to exceed 2.0% of the Eligible Receivables
Balance.


“Subordinated Note” means the
revolving promissory note issued by the Seller to the Originator under the
Purchase Agreement.


“Subsidiary” means any
Person of which at least a majority of the voting stock (or equivalent equity
interests) is owned or controlled by the Seller or any Seller Entity or by one
or more other Subsidiaries of the Seller or such Seller Entity.  The Subsidiaries of the Parent on the date
hereof are listed on Exhibit E.


“Taxes” means all
taxes, charges, fees, levies or other assessments (including income, gross
receipts, profits, withholding, excise, property, sales, use, license,
occupation and franchise



 I-14
 






 



taxes and including any related interest,
penalties or other additions) imposed by any jurisdiction or taxing authority
(whether foreign or domestic).


“Termination Date” means
(a) for the Conduit, the Conduit Termination Date and (b) for the
Committed Purchasers, the Liquidity Termination Date.


“Termination
Event” means the occurrence of any one or more of the following:


(a)           any representation, warranty,
certification or statement made by the Seller or any Seller Entity in, or
pursuant to, any Transaction Document proves to have been incorrect in any
material respect as of the date when made or deemed made (including pursuant to
Section 7.2 which remains unremedied for 2 Business Days after written
notice from the Agent); or


(b)           the Collection Agent, any Seller
Entity or the Seller fails to make any payment or other transfer of funds
hereunder when due (including any payments under Section 1.5(a) which
remains unremedied for 1 Business Day after written notice from the Agent); or


(c)           the Seller fails to observe or
perform any covenant or agreement contained in Sections 3.3, 5.1(b),
5.1(e), 5.1(g), 5.1(i) or 5.1(j) of this Agreement or the Originator fails to
perform any covenant or agreement in Sections 5.1(b), (e), (g), (h), (i),
(j) of the Purchase Agreement; or


(d)           the Seller or the Collection Agent
(or any sub-collection agent) fails to observe or perform any other term,
covenant or agreement under any Transaction Document, and such failure remains
unremedied for ten Business Days or more; or


(e)           the Seller, any Seller Entity or any
Subsidiary suffers a Bankruptcy Event; or


(f)            the average Delinquency Ratio for
any three consecutive calendar months exceeds 4.00%, the average Default Ratio
for any three consecutive calendar months exceeds 7.00%, the average Dilution
Ratio for any three consecutive calendar months exceeds 1.50% or the average
Turnover Ratio for any three consecutive calendar months exceeds 50 days; or


(g)           (i) the Seller, any Seller
Entity or any Affiliate, directly or indirectly, disaffirms or contests the
validity or enforceability of any Transaction Document or (ii) any
Transaction Document fails to be the enforceable obligation of the Seller or
any Affiliate party thereto; or


(h)           (i) any Seller Entity or any
Subsidiary fails to pay any of its indebtedness (except in aggregate principal
amount of less than $5,000,000) or defaults in the performance of any provision
of any agreement under which such indebtedness was created or is governed and
such default permits such indebtedness to be declared due and



 I-15
 






 



payable
or to be required to be prepaid before the scheduled maturity thereof or
(ii) a default or termination or similar event occurs under any agreement
providing for the sale, transfer or conveyance by the Seller, any Seller Entity
or any Subsidiary of any of its financial assets;


(i)            the Parent fails to own and control,
directly or indirectly, 100% of the outstanding voting stock of the Seller and
the Originator;


(j)            The Internal Revenue Service files
notice of a lien with regard to any of the Receivables or Related Security, or
PBGC files, or indicates its intention to file, notice of a lien pursuant to
Section 4068 of the Employee Retirement Income Security Act of 1974 with regard
to any of the Receivables or Related Security;


(k)           The Agent, on behalf of the
Purchasers, for any reason, does not have a valid, perfected first priority
ownership or security interest in the Receivables or the Related Security;


(l)            (i)  any judgment or
judgments, writ or writs or warrant or warrants of attachment, or any similar
process or processes, is entered or filed against the Seller, or against any of
its Property, in an aggregate amount in excess of $10,000 (except to the extent
fully covered by insurance pursuant to which the insurer has accepted liability
therefor in writing), and which remains undischarged, unvacated, unbonded or
unstayed for a period of 30 days;


(ii)           any judgment or judgments, writ or
writs or warrant or warrants of attachment, or any similar process or
processes, is entered or filed against any Seller Entity (other than the
Seller), or against any of its Property, in an aggregate amount in excess of
$15,000,000 (except to the extent fully covered by insurance pursuant to which
the insurer has accepted liability therefor in writing), and which remains
undischarged, unvacated, unbonded or unstayed for a period of 30 days;


(m)          (i)  An ERISA Event occurs
with respect to a Pension Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in liability of any Seller Entity under
Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in
an aggregate amount in excess of $1,000,000, or (ii) any Seller Entity or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of $1,000,000;


(n)           a Collection Agent Replacement Event
has occurred and is continuing; or


(o)           failure of the Agent to receive
within 90 days of the date hereof an audit of the Records of the Originator
from an independent public accounting firm containing such information as shall
be required by the Agent and otherwise satisfactory to the Agent in its sole
discretion.



 I-16
 






 



Notwithstanding
the foregoing, a failure of a representation or warranty or breach of any
covenant described in clause (a), (c) or (d) above related to a Receivable
shall not constitute a Termination Event if the Seller has been deemed to have
collected such Receivable pursuant to Section 1.5(b) or, before the
Liquidity Termination Date, has adjusted the Sold Interest as provided in
Section 1.5(c) so that such Receivable is no longer considered to be
outstanding.


“Tranche” means a
portion of the Investment allocated to a Tranche Period pursuant to
Section 1.3.  A Tranche is a (i) CP
Tranche, (ii) Eurodollar Tranche or (iii) Prime Tranche depending whether
Discount accrues during its Tranche Period based on a (i) CP Rate, (ii)
Eurodollar Rate, or (iii) Prime Rate.


“Tranche Period” means a
period of days ending on a Business Day selected pursuant to Section 1.3,
which (i) for a CP Tranche shall not exceed 270 days, (ii) for a Eurodollar
Tranche shall be one month, and (iii) for a Prime Tranche shall not exceed 30
days.


“Transaction Documents” means this
Agreement, the Fee Letter, the Limited Guaranty, the Pricing Letter, the
Purchase Agreement, the Subordinated Note and all other documents, instruments
and agreements executed or furnished in connection herewith and therewith.


“Transfer Agreement” means the
Conduit Transfer Agreement dated the date hereof between the Conduit, ABN AMRO
Bank N.V., in its capacity as the Conduit Agent, the Conduit’s Letter of Credit
Provider and a Liquidity Provider and the Other Persons who become Liquidity
Providers thereunder.


“Transfer Supplement” is defined
in Section 9.8.


“Turnover Ratio” means, with
respect to any Settlement Period, an amount, expressed in days, obtained by
multiplying (a) a fraction, (i) the numerator of which is equal to the
aggregate Outstanding Balance of the Receivables on the first day of such
Settlement Period and (ii) the denominator of which is equal to Collections on
the Receivables during such Settlement Period by (b) the number of days in
that Settlement Period.


“UCC” means, for any state, the Uniform
Commercial Code as in effect in such state.


“USA” means the United States of America
(including all states and political subdivisions thereof).


“Unused Aggregate Commitment” means, at
any time, the difference between the Aggregate Commitment then in effect and
the outstanding Matured Aggregate Investment.


“Unused Commitment” means, for
any Committed Purchaser at any time, the difference between its Commitment and
its Investment then outstanding.


The
foregoing definitions are equally applicable to both the singular and plural
forms of the defined terms.  Unless
otherwise inconsistent with the terms of this Agreement, all accounting terms
used in this Agreement shall be interpreted, and all accounting determinations



 I-17
 






 



hereunder shall be made, in accordance with
GAAP.  Amounts to be calculated hereunder
shall be continuously recalculated at the time any information relevant to such
calculation changes.


 



 I-18














 


SCHEDULE II


COMMITTED PURCHASERS AND


COMMITMENTS OF COMMITTED PURCHASERS


	
  Name of Committed Purchaser

  	
   

  	
   

  	
   

  	
  Commitment

  
	
   

  	
   

  	
   

  
	
  ABN AMRO Bank
  N.V.

  	
   

  	
  $204,000,000

  



 


 















 


EXHIBIT A

TO

RECEIVABLES SALE AGREEMENT


FORM OF INCREMENTAL
PURCHASE REQUEST


            ,
200 


ABN AMRO Bank N.V., as
Agent

Asset Securitization, Structured Finance

540 West Madison

Chicago, Illinois 60661

Attn:  Purchaser Agent-Conduit


Re:          Receivables Sale Agreement dated as of
July    , 2006 (the

“Sale Agreement”), among JBH
Receviables LLC, as Seller,

J.B. Hunt Transport, Inc., as Initial Collection Agent,

ABN AMRO Bank N.V., as Agent, and the Purchasers thereunder


Ladies and Gentlemen:


The undersigned Seller
under the above-referenced Sale Agreement hereby confirms its has requested an
Incremental Purchase of $            
by the Conduit under the Sale Agreement. [In the event the Conduit
is unable or unwilling to make the requested Incremental Purchase, the Seller
hereby requests an Incremental Purchase of $            
by the Committed Purchasers under the Sale Agreement at the [Eurodollar Rate
with a Tranche Period of             
months.] [Prime Rate]].


Attached hereto as
Schedule I is information relating to the proposed Incremental Purchase
required by the Sale Agreement.  If on
the date of this Incremental Purchase Request (“Notice”),
an Interim Liquidation is in effect, this Notice revokes our request for such
Interim Liquidation so that Reinvestment Purchases immediately commence in
accordance with Section 1.1(d) of the Sale Agreement.


The Seller hereby
certifies that both before and after giving effect to [each of]
the proposed Incremental Purchase[s]
contemplated hereby and the use of the proceeds therefrom, all of the
requirements of Section 7.2 of the Sale Agreement have been satisfied.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JBH RECEVIABLES LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 
















Schedule I

to

Incremental Purchase Requests


Summary of Information Relating to Proposed Sale(s)


1.                                       Dates, Amounts, Purchaser(s), Proposed Tranche Periods


	
  A1

  	
   

  	
  Date of Notice

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A2

  	
   

  	
  Measurement Date (the last 

  Business Day of the month 

  immediately preceding the 

  month in which the Date of 

  Notice occurs)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A3

  	
   

  	
  Proposed Purchase Dates 

  (each of which is a 

  Business Day)

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A4

  	
   

  	
  Respective Proposed 

  Incremental Purchase on 

  each such Purchase Date 

  (each Incremental 

  Purchase must be in a 

  minimum amount of 

  $1,000,000 and multiples 

  thereof, or, if less, an 

  amount equal to the 

  Maximum Incremental 

  Purchase Amount)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A5

  	
   

  	
  Proposed Allocation 

  among Purchasers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Conduit

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Committed 

  Purchasers

  	
   

  	
  $

  



 









 



 


 


	
  A6

  	
   

  	
  For Committed 

  Purchases, Tranche 

  Period(s) and Tranche Rate(s)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Starting Date

  	
   

  	
   

  
	
   

  	
   

  	
  Ending Date

  	
   

  	
   

  
	
   

  	
   

  	
  Number of Days

  	
   

  	
   

  
	
   

  	
   

  	
  Prime or
  Eurodollar

  	
   

  	
   

  



The
Seller hereby represents and warrants that after giving effect to the proposed
Purchase, the actual Sold Interest as of the date of such proposed Purchase
will not exceed 100%.


 



 A-2















EXHIBIT B

TO

RECEIVABLES SALE AGREEMENT


FORM OF NOTIFICATION OF
ASSIGNMENT TO THE CONDUIT

FROM THE COMMITTED PURCHASERS


, 200


	
  JBH Receviables LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ABN AMRO Bank N.V., as Agent

Asset Securitization, Structured Finance

540 West Madison

Chicago, Illinois  60661

Attn:  Administrator-Conduit


[Insert Name and Address of each
  Liquidity Provider]


Re:     Receivables Sale Agreement dated as of
July     , 2006 (the “Sale 

Agreement”) among JBH Receviables LLC, as Seller,

J.B. Hunt Transport, Inc., as Initial Collection Agent,

ABN AMRO Bank N.V., as Agent,

and the Purchasers thereunder


Ladies
and Gentlemen:


The
Agent under the above referenced Sale Agreement hereby notifies each of you
that the Conduit has notified the Agent pursuant to Section 2.2 of the
Sale Agreement that it will purchase from the Committed Purchasers on                     
(the “Purchase Date”) that portion of the
Committed Purchasers’ Investments identified on Schedule I hereto (the “Assigned Interest”). 
As further provided in Section 2.2 of the Sale Agreement, upon
payment by the Conduit to the Agent of the purchase price of such Investments
described on Schedule I hereto, effective as of the Purchase Date the
assignment by the Committed Purchasers to the Conduit of the Assigned Interest
will be complete and all payments thereon under the Sale Agreement will be made
to the Conduit.


In
accordance with the Sale Agreement, each Committed Purchaser’s acceptance of
the portion of the purchase price payable to it described on Schedule I
hereto constitutes its representation and warranty that it is the legal and
beneficial owner of the portion of the 









 



 


Assigned Interest related to its Purchase
Interest identified on Schedule I free and clear of any Adverse Claim
created or granted by it and that on the Purchase Date it is not subject to a
Bankruptcy Event.


Very
truly yours,


	
  

  	
  ABN AMRO Bank
  N.V., as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  



 


	
  

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  



 



 B-2














 


SCHEDULE I

TO

NOTIFICATION OF ASSIGNMENT


Dated
             ,
200


I.              Amount of Committed Purchaser
Investment Assigned:  $            


II.            Information for each Committed
Purchaser:


	
  Purchaser

  	
   

  	
  Purchase Interest

  	
   

  	
  Purchase Price*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 






*              Calculated in accordance with
Section 2.2. 


III.           Information for Seller:


Aggregate
amount of purchase price in excess of amount of Investment assigned:  $               .


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 B-3














 


EXHIBIT C


FORM OF PERIODIC REPORT


 















 


EXHIBIT D


ADDRESSES AND NAMES OF
SELLER AND ORIGINATOR


1.      Locations.  (a) The chief executive office of the Seller
and the Originator are located at the following address:




	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


No
such address was different at any time since                     ,
        .


(b)    The
following are all the locations where the Seller and the Originator directly or
through its agents maintain any Records:


[Same as (a)
above]


2.      Names.  The following
is a list of all names (including trade names or similar appellations) used by
the Seller and the Originator or any of its divisions or other business units
that generate Receivables:


 















 


EXHIBIT E


SUBSIDIARIES


 















 


EXHIBIT F


LOCK BOXES AND LOCK-BOX
BANKS


	
  BANK

  	
   

  	
  LOCK-BOX NUMBER

  	
   

  	
  COLLECTION ACCOUNT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America

  	
   

  	
  98545

  	
   

  	
  81881-01521

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LaSalle Bank

  	
   

  	
   

  	
   

  	
  5800299264

  



 
















 


EXHIBIT G-1



TO RECEIVABLES SALE AGREEMENT



FORM OF LOCK BOX LETTER


[Name
of Lock Box Bank]


Ladies
and Gentlemen:


Reference is made to the lock-box numbers
                
in                 
and the associated lock-box demand deposit account number                 
maintained with you (such lock-boxes and associated lock-box demand deposit
account, collectively, the “Accounts”),
each in the name of J.B. Hunt Transport, Inc. (“[    ]”).  [    ]
hereby confirms it has sold all Receivables (as defined below) to JBH
Receviables LLC (the “Seller”).


In connection with the Receivables Sale
Agreement, dated as of July 31, 2006 (as amended, supplemented or
otherwise modified from time to time, the “Receivables Sale
Agreement”), among the Seller, the Initial Collection Agent,
Windmill Funding Corporation (the “Conduit”), the financial institutions from time to time
party thereto (collectively, the “Committed Purchasers”),
and ABN AMRO Bank N.V., as agent (the “Agent”) for
the Conduit and the Committed Purchasers (collectively, the “Purchasers”), the Seller has assigned to the Agent for the
benefit of the Purchasers an undivided percentage interest in the accounts,
chattel paper, instruments or general intangibles (collectively, the “Receivables”) under which payments are or may hereafter be
made to the Accounts, and has granted to the Agent for the benefit of the
Purchasers a security interest in its retained interest in such
Receivables.  As is the customary
practice in this type of transaction, we hereby request that you execute this
letter agreement.  All references herein
to “we” and “us”
refer to [        ]
and the Seller, jointly and severally. 
Your execution hereof is a condition precedent to our continued
maintenance of the Accounts with you.


We hereby transfer exclusive dominion and
control of the Accounts to the Agent, subject only to the condition subsequent
that the Agent has given you notice that a Collection Agent Replacement Event
has occurred and is continuing under the Receivables Sale Agreement and of its
election to assume such dominion and control, which notice must be in
substantially the form attached hereto as Annex A (the “Agent’s
Notice”).


By this letter agreement the Originator
irrevocably transfers exclusive ownership and control of its Accounts to the
Seller and the Seller irrevocably transfers all of its rights and title to and
interest in the Accounts acquired hereby to the Agent for the benefit of the
Purchasers.  The Originator acknowledges
and agrees that the Seller is transferring to the Agent the rights, titles and
interests transferred by the Originator to the Seller as provided above, and
each of the Originator and the Seller agrees to cooperate fully with the Agent
and its agents and representatives in the exercise of such rights.









 



At all times prior to the receipt of the
Agent’s Notice described above, all payments to be made by you out of, or in
connection with the Accounts, are to be made in accordance with the
instructions of the Seller or its agent.


We hereby irrevocably instruct you, at
all times from and after the date of your receipt of the Agent’s Notice as
described above, to make all payments to be made by you out of, or in
connection with, the Accounts directly to the Agent, at its address set forth
below its signature hereto or as the Agent otherwise notifies you, or otherwise
in accordance with the instructions of the Agent.


We also hereby notify you that, at all
times from and after the date of your receipt of the Agent’s Notice as
described above, the Agent will be irrevocably entitled to exercise in our
place and stead any and all rights in connection with the Accounts, including,
without limitation, (a) the right to specify when payments are to be made out
of, or in connection with, the Accounts and (b) the right to require
preparation of duplicate monthly bank statements on the Accounts for the Agent’s
audit purposes and mailing of such statements directly to an address specified
by the Agent.  At all times from and
after the date of your receipt of the Agent’s Notice, neither we nor any of our
affiliates may be given any access to the Accounts.


The Agent’s Notice may be personally
served or sent by telex, facsimile or U.S. mail, certified return receipt
requested, to the address, telex or facsimile number set forth under your
signature to this letter agreement (or to such other address, telex or
facsimile number as to which you notify the Agent in writing).  If the Agent’s Notice is given by telex or
facsimile, it will be deemed to have been received when the Agent’s Notice is
sent and the answerback is received (in the case of telex) or receipt is
confirmed by telephone or other electronic means (in the case of
facsimile).  All other notices will be
deemed to have been received when actually received or, in the case of personal
delivery, delivered.


By executing this letter agreement, you
acknowledge the existence of the Agent’s right to dominion and control of the
Accounts and its ownership of and security interest in the amounts from time to
time on deposit therein and agree that from the date hereof the Accounts shall
be maintained by you for the benefit of, and amounts from time to time therein
held by you as agent for, the Agent on the terms provided herein.  The Accounts are to be entitled “JBH
Receviables LLC and ABN AMRO Bank N.V., as Agent
for the Purchasers” with the subline “J.B. Hunt Transport, Inc.”.  Except as otherwise provided in this letter
agreement, payments to the Accounts are to be processed in accordance with the
standard procedures currently in effect.  All service charges and fees in connection
with the Accounts shall continue to be payable by us under the arrangements
currently in effect.


By executing this letter agreement, you
(a) irrevocably waive and agree not to assert, claim or endeavor to exercise,
(b) irrevocably bar and estop yourself from asserting, claiming or exercising
and (c) acknowledge that you have not heretofore received a notice, writ, order
or other form of legal process from any other party asserting, claiming or
exercising, any right of set-off, banker’s lien or other purported form of
claim with respect to the accounts or any funds from time to time therein.  Except for your right to payment of your
service charge and fees and to make deductions for returned items, you have no
rights in the Accounts or funds therein,



 G-1-2
 






 



except deductions for
service charges, fees and returned or misplaced items.  To the extent you may ever have any
additional rights, you hereby expressly subordinate all such rights to all
rights of the Agent.


You may terminate this letter agreement
by canceling the Accounts maintained with you, which cancellation and
termination will become effective only upon thirty (30) days prior written
notice thereof from you to the Agent in the absence of fraud or abuse.  Incoming mail addressed to the Accounts
(including, without limitation, any direct funds transfer to the Accounts)
received after such cancellation will be forwarded in accordance with the Agent’s
instructions.  This letter agreement may
also be terminated upon written notice to you by the Agent stating that the
Receivables Sale Agreement is no longer in effect.  Except as otherwise provided in this
paragraph, this letter agreement may not be terminated without the prior written
consent of the Agent.


This letter agreement contains the entire
agreement between the parties with respect to the subject matter hereof, and
may not be altered, modified or amended in any respect, nor may any right,
power or privilege of any party hereunder be waived or released or discharged,
except upon execution by you, us and the Agent of a written instrument so
providing.  The terms and conditions of
any agreement between us and you (a “Lock-Box Service
Agreement”) (whether now existing or executed hereafter) with
respect to the lock-box arrangements, to the extent not inconsistent with this
letter agreement, will remain in effect between you and us.  In the event that any provision in this
letter agreement is in conflict with, or inconsistent with, any provision of
any such Lock-Box Service Agreement, this letter agreement will exclusively
govern and control.  Each party agrees to
take all actions reasonably requested by any other party to carry out the
purposes of this letter agreement or to preserve and protect the rights of each
party hereunder.


In the event [    ]
becomes subject to a voluntary or involuntary proceeding under the United
States Bankruptcy Code, or if you are otherwise served with legal process which
you in good faith believe affects funds in the Account you may suspend disbursements
from the Account otherwise required by the terms hereof until such time as you
receive an appropriate court order or other assurances satisfactory to you
establishing that the funds may continue to be disbursed according to the
instructions contained in this Lock-Box Letter.


THIS LETTER
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER ARE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF             .  This letter agreement may be executed in
any number of counterparts and all of such counterparts taken together will be
deemed to constitute one and the same instrument.


Please indicate your agreement to the
terms of this letter agreement by signing in the space provided below.  This letter agreement will become effective
immediately upon execution of a counterpart of this letter agreement by all
parties hereto.



 G-1-3
 






 



 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  J.B. HUNT TRANSPORT, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JBH RECEVIABLES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


Accepted and confirmed as of

the date first written above:


 


	
  ABN AMRO BANK N.V., as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of notice:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO Bank N.V.

  
	
   

  	
  Structured Finance, Asset Securitization

  
	
   

  	
  540 West Madison

  
	
   

  	
  Chicago, Illinois 60661

  
	
   

  	
  Attention: Purchaser Agent-the Conduit

  
	
   

  	
  Telephone Number: (312) 904-6263

  
	
   

  	
  Telecopy Number: (312) 992-1527

  



 



 G-1-4
 






 



Acknowledged and
agreed to as of the date first written above:


 


	
  [NAME OF BANK]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of notice:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 



 G-1-5














 


ANNEX A TO

LOCK-BOX LETTER


[Name
of Bank]


Re:                                                                    JBH
Receviables LLC


Lock Box Numbers
                            


Collection
Account Number                      


Ladies
and Gentlemen:


Reference
is made to the letter agreement dated                           
(the “Letter Agreement”) among J.B. Hunt
Transport, Inc., JBH Receviables LLC, the undersigned, as Agent, and you
concerning the above-described lock-boxes and Collection Account (collectively,
the “Accounts”).  We hereby give you notice that a Collection Agent Replacement Event has occurred and is
continuing under the Receivables Sale Agreement (as defined in the Letter
Agreement) and of our assumption of dominion and control of the Accounts as
provided in the Letter Agreement.


We
hereby instruct you not to permit any other party to have access to the
Accounts and to make all payments to be made by you out of or in connection
with the Accounts directly to the undersigned upon our instructions, at our
address set forth above.


	
  

  	
   

  	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ABN AMRO BANK N.V.

  	
   

  



 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title

  	
   

  



 


cc:           JBH Receviables LLC


 



 G-1-6















EXHIBIT G-2


FORM OF LOCK BOX LETTER


(Lockbox — With Activation)


DEPOSIT ACCOUNT CONTROL
AGREEMENT


This Agreement is entered into as of July 31, 2006,
among J.B. Hunt Transport, Inc. (“Company”), ABN
AMRO Bank N.V. (“Agent”), and Bank of America,
N.A. (“Bank”) with respect to the following:


A.    Bank has
agreed to establish and maintain for Company post office number 98545, 847977
and 277738 (the “Lockbox Addresses”) and deposit
account number 8188101521 (the “Account”).  Bank performs the services described in
Exhibit A, which includes receiving mail at the Lockbox Addresses, processing
it and depositing checks and other payment instructions (“Checks”)
into the Account (the “Lockbox Service”).


B.     Company
has assigned to Agent a security interest in the Account and in Checks mailed
to the Lockbox Addresses.


C.     Company,
Agent and Bank are entering into this Agreement to evidence Agent’s security
interest in the Account and such Checks and to provide for the disposition of
net proceeds of Checks deposited in the Account.


Accordingly,
Company, Agent and Bank agree as follows:


1.      (a)  This Agreement evidences Agent’s control over
the Account.  Notwithstanding anything to
the contrary in the agreement between Bank and Company governing the Account,
Bank will comply with instructions originated by Agent as set forth herein
directing the disposition of funds in the Account without further consent of
the Company.


(b)    Company
represents and warrants to Agent and Bank that it has not assigned or granted a
security interest in the Account or any Check deposited in the Account, except
to Agent.


(c)    Company
will not permit the Account to become subject to any other pledge, assignment,
lien, charge or encumbrance of any kind, other than Agent’s security interest
referred to herein.


2.      During
the Activation Period (as defined below), Bank shall prevent Company from
making any withdrawals from the Account. Prior to the Activation Period,
Company may operate and transact business through the Account in its normal
fashion, including making withdrawals from the Account, but covenants to Agent
it will not close the Account.  Bank
shall have no liability in the event Company breaches this covenant to
Agent.  Company and Agent 









 



acknowledge and agree
that Bank may debit the Account for any ACH credit entries that may have been
originated by Company but that have not settled at the time of Bank’s receipt
of the Notice (defined below) or for any entries, whether debit or credit, that
are subsequently returned thereafter.


A reasonable
period of time following the commencement of the Activation Period, and
continuing on each Business Day thereafter, Bank shall transfer all available
balances in the Account to Agent at its account specified in the Notice (as
defined below).  The “Activation
Period” means the period which commences within a reasonable period
of time not to exceed two Business Days after Bank’s receipt of a written
notice from Agent in the form of Exhibit B (the “Notice”).  A “Business Day” is
each day except Saturdays, Sundays and Bank holidays.  Funds are not available if, in the reasonable
determination of Bank, they are subject to a hold, dispute or legal process
preventing their withdrawal.


3.      Bank
agrees it shall not offset, charge, deduct or otherwise withdraw funds from the
Account, except as permitted by Section 4, until it has been advised in writing
by Agent that all of Company’s obligations that are secured by the Checks and
the Account are paid in full.  Agent
shall notify Bank promptly in writing upon payment in full of Company’s
obligations.


4.      Bank is
permitted to charge the Account:


(a)    for its
fees and charges relating to the Account or associated with the Lockbox Service
and this Agreement; and


(b)    in the
event any Check deposited into the Account is returned unpaid for any reason or
for any breach of warranty claim.


5.      (a)  If the balances in the Account are not
sufficient to compensate Bank for any fees or charges due Bank in connection
with the Account, the Lockbox Service or this Agreement, Company agrees to pay Bank
on demand the amount due Bank.  Company
will have breached this Agreement if it has not paid Bank, within five days
after such demand, the amount due Bank.


(b)    If the
balances in the Account are not sufficient to compensate Bank for any returned
Check, Company agrees to pay Bank on demand the amount due Bank.  If Company fails to so pay Bank immediately
upon demand, Agent agrees to pay Bank within five days after Bank’s demand to
Agent to pay any amount received by Agent at any time during the Activation
Period with respect to such returned Check. 
The failure to so pay Bank shall constitute a breach of this Agreement.


(c)    Company
hereby authorizes Bank, without prior notice, from time to time to debit any
other account Company may have with Bank for the amount or amounts due Bank
under subsection 5(a) or 5(b).


6.      (a) Each
Business Day, Bank will send any Checks not processed in accordance with the
Lockbox Service set-up documents as well as any other materials, such as
invoices, 



 G-2-2
 






 



received at the Lockbox
Addresses plus information regarding the deposit for the day to the address
specified below for Company or as otherwise specified in writing by Company to
Bank, and will send a copy of the deposit advice to the address specified below
for Agent.


(b)    In addition
to the original Bank statement provided to Company, Bank will provide Agent
with a duplicate of such statement.


7.      (a)  Bank will not be liable to Company or Agent
for any expense, claim, loss, damage or cost (“Damages”)
arising out of or relating to its performance under this Agreement other than
those Damages which result directly from its acts or omissions constituting
negligence or intentional misconduct.


(b)    In no
event will Bank be liable for any special, indirect, exemplary or consequential
damages, including but not limited to lost profits.


(c)    Bank will
be excused from failing to act or delay in acting, and no such failure or delay
shall constitute a breach of this Agreement or otherwise give rise to any
liability of Bank, if (i) such failure or delay is caused by circumstances
beyond Bank’s reasonable control, including but not limited to legal
constraint, emergency conditions, action or inaction of governmental, civil or
military authority, fire, strike, lockout or other labor dispute, war, riot,
theft, flood, earthquake or other natural disaster, breakdown of public or
private or common carrier communications or transmission facilities, equipment
failure, or negligence or default of Company or Agent or (ii) such failure or
delay resulted from Bank’s reasonable belief that the action would have
violated any guideline, rule or regulation of any governmental authority.


(d)    Bank shall
have no duty to inquire or determine whether Company’s obligations to Agent are
in default or whether Agent is entitled to provide the Notice to Bank.  Bank may rely on notices and communications
it believes in good faith to be genuine and given by the appropriate party.


(e)    Notwithstanding
any of the other provisions in this Agreement, in the event of the commencement
of a case pursuant to Title 11, United States Code, filed by or against
Company, or in the event of the commencement of any similar case under then
applicable federal or state law providing for the relief of debtors or the
protection of creditors by or against Company, Bank may act as Bank deems
necessary to comply with all applicable provisions of governing statutes and
shall not be in violation of this Agreement as a result.


(f)     Bank
shall be permitted to comply with any writ, levy order or other similar
judicial or regulatory order or process concerning the Lockbox Addresses, the
Account or any Check and shall not be in violation of this Agreement for so
doing.


8.      Company
shall indemnify Bank against, and hold it harmless from, any and all
liabilities, claims, costs, expenses and damages of any nature (including but
not limited to allocated costs of staff counsel, other reasonable attorney’s
fees and any fees and expenses) (collectively, 
“Losses and Liabilities”) in any way
arising out of or relating to disputes or legal actions concerning Bank’s
provision of the services described in this Agreement.  Further, to the 



 G-2-3
 






 



extent that any Losses
and Liabilities are incurred by Bank after Bank’s acknowledgement of the Notice
relating to the commencement of the Activation Period and such Losses and
Liabilities are not paid by the Company within ten (10) Business Days, Agent
shall indemnify Bank against, and hold it harmless from any and all
liabilities, claims, costs, expenses and damages of any nature (including but
not limited to allocated cost of staff counsel, other reasonable attorney’s
fees and any fees and expenses) in any way arising out of or relating to
disputes or legal actions concerning Bank’s provision of the services described
in this Agreement.  This Section does not
apply to any cost or damages attributable to the gross negligence or
intentional misconduct  of Bank.  Company’s and Agent’s obligations under this
Section shall survive termination of this Agreement.


9.      Company
shall pay to Bank, upon receipt of Bank’s invoice, all costs, expenses and
attorneys’ fees (including allocated costs for in-house legal services)
(collectively, “Expenses  and
Fees”) incurred by Bank in connection
with the enforcement of this Agreement and any instrument or agreement required
hereunder, including but not limited to any such costs, expenses and fees
arising out of the resolution of any conflict, dispute, motion regarding
entitlement to rights or rights of action, or other action to enforce Bank’s
rights in a case arising under Title 11, United States Code.  Further, to the extent that any Expenses and
Fees are incurred by Bank after Bank’s acknowledgment of the Notice relating to
the commencement of the Activation Period and such Expenses and Fees are not
paid by the Company within ten (10) Business Days, Agent shall indemnify Bank
against, and hold it harmless from any and all invoice, all costs, expenses and
attorneys’ fees (including allocated costs for in-house legal services)
incurred by Bank in connection with the enforcement of this Agreement and any
instrument or agreement required hereunder, including but not limited to any
such costs, expenses and fees arising out of the resolution f any conflict,
dispute, motion regarding entitlement to rights or rights of action, or other
action to enforce Bank’s rights in a case arising under Title 11, United
States Code.  Company agrees to pay Bank,
upon receipt of Bank’s invoice, all costs, expenses and attorneys’ fees
(including allocated costs for in-house legal services) incurred by Bank in the
preparation and administration of this Agreement (including any amendments
hereto or instruments required hereunder).


10.    Termination
and Assignment of this Agreement shall be as follows:


(a)    Agent may
terminate this Agreement by providing notice to Company and Bank that all of
Company’s obligations which are secured by Checks and the Account are paid in
full.  Agent may also terminate or it may
assign this Agreement upon 30 day’s prior written notice to Company and
Bank.  Bank may terminate this Agreement
upon 30 days’ prior written notice to Company and Agent.  Company may not terminate this Agreement or
the Lockbox Service except with the written consent of Agent and upon prior
written notice to Bank.


(b)    Notwithstanding
subsection 10(a), Bank may terminate this Agreement at any time by written
notice to Company and Agent if either Company or Agent breaches any of the
terms of this Agreement, or any other agreement with Bank.



 G-2-4
 






 



11.    (a)  Each party represents and warrants to the
other parties that (i) this Agreement constitutes its duly authorized, legal,
valid, binding and enforceable obligation; (ii) the performance of its
obligations under this Agreement and the consummation of the transactions
contemplated hereunder will not (A) constitute or result in a breach of its
certificate or articles of incorporation, by-laws or partnership agreement, as
applicable, or the provisions of any material contract to which it is a party
or by which it is bound or (B) result in the violation of any law, regulation,
judgment, decree or governmental order applicable to it; and (iii) all
approvals and authorizations required to permit the execution, delivery,
performance and consummation of this Agreement and the transactions
contemplated hereunder have been obtained.


(b)    The
parties each agree that it shall be deemed to make and renew each
representation and warranty in subsection 11(a) on and as of each day on which
Company uses the services set forth in this Agreement.


12.    (a)  This Agreement may be amended only by a
writing signed by Company, Agent and Bank; except that Bank’s charges are
subject to change by Bank upon 30 days’ prior written notice to Company.


(b)    This
Agreement may be executed in counterparts; all such counterparts shall constitute
but one and the same agreement.


(c)    This
Agreement controls in the event of any conflict between this Agreement and any
other document or written or oral statement. 
This Agreement supersedes all prior understandings, writings, proposals,
representations and communications, oral or written, of any party relating to
the subject matter hereof.


(d)    This
Agreement shall be interpreted in accordance with New York law without
reference to that state’s principles of conflicts of law.


13.    Any
written notice or other written communication to be given under this Agreement
shall be addressed to each party at its address set forth on the signature page
of this Agreement or to such other address as a party may specify in
writing.  Except as otherwise expressly
provided herein, any such notice shall be effective upon receipt.


14.    Nothing
contained in the Agreement shall create any agency, fiduciary, joint venture or
partnership relationship between Bank and Company or Agent.  Company and Agent agree that nothing contained
in this Agreement, nor any course of dealing among the parties to this
Agreement, shall constitute a commitment or other obligation on the part of
Bank to extend credit to Company or Agent.



 G-2-5
 






 



In Witness Whereof, the parties hereto have executed
this Agreement by their duly authorized officers as of the day and year first
above written.


	
  J.B. HUNT
  TRANSPORT, INC.

  (“Company”)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Address for notices:

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  (“Agent”)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Address for notices:

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  540 West Madison Street

  
	
   

  	
   

  	
   

  	
  27th Floor

  
	
  By:

  	
   

  	
   

  	
  Chicago, Illinois 
  60661

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA N.A.

  (“Bank”)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Address for notices:

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
   

  	
  Deposit Support East Manager

  225 N. Calvert Street

  Mail Code:  MD4-3001-10-38

  Baltimore, Maryland  21202

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Pat Hudson, SVP

  Bank of America, N.A.

  Deposit Support East

  225 N. Calvert Street

  Mail Code:  MD4-3001-10-38

  Baltimore, Maryland  21202

  



 



 G-2-6














 


EXHIBIT A


DEPOSIT ACCOUNT CONTROL AGREEMENT


STANDARD TERMS AND CONDITIONS


The Lockbox Service involves processing Checks that are
received at a Lockbox Addresses.  With
this Service, Company instructs its customers to mail checks it wants to have
processed under the Service to the Lockbox Addresses.  Bank picks up mail at the Lockbox Addresses
according to its mail pick-up schedule. 
Bank will have unrestricted and exclusive access to the mail directed to
the Lockbox Addresses.  Bank will provide
Company with the Lockbox Service for a Lockbox Addresses when Company has
completed and Bank has received Bank’s then current set-up documents for the
Lockbox Addresses.


If Bank receives any mail containing Company’s lockbox
number at Bank’s lockbox operations location (instead of the Lockbox
Addresses), Bank may handle the mail as if it had been received at the Lockbox
Addresses.


PROCESSING


Bank will handle Checks received at the Lockbox
Addresses according to the applicable deposit account agreement, as if the Checks
were delivered by Company to Bank for deposit to the Account, except as
modified by these Terms and Conditions.


Bank
will open the envelopes picked up from the Lockbox Addresses and remove the
contents.  For the Lockbox Addresses,
Checks and other documents contained in the envelopes will be inspected and
handled in the manner specified in the Company’s set-up documents.  Bank captures and reports information related
to the lockbox processing, where available, if Company has specified this
option in the set-up documents.  Bank
will endorse all Checks Bank processes on Company’s behalf.


If Bank processes an unsigned check as instructed in the
set-up documents, and the check is paid, but the account owner does not
authorize payment, Company agrees to indemnify Bank, the drawee bank (which may
include Bank) and any intervening collecting bank for any liability or expense
incurred by such indemnitee due to the payment and collection of the check.


If Company instructs Bank not to process a check bearing
a handwritten or typed notation “Payment in Full”
or words of similar import on the face of the check, Company understands that
Bank has adopted procedures designed to detect Checks bearing such notations;
however, Bank will not be liable to Company or any other party for losses
suffered if Bank fails to detect Checks bearing such notations.



 G-2-7
 






 



RETURNED
CHECK


Unless Company and Bank agree to another processing
procedure, Bank will reclear a Check once which has been returned and marked “Refer to Maker,” “Not Sufficient Funds” or “Uncollected Funds.”  If the Check is returned for any other reason
or if the Check is returned a second time, Bank will debit the Account and
return the Check to Company.  Company
agrees that Bank will not send a returned item notice to Company for a returned
Check unless Company and Bank have agreed otherwise.


ACCEPTABLE
PAYEES


For the Lockbox Addresses, Company will provide to Bank
the names of Acceptable Payees (“Acceptable Payee”
means Company’s name and any other payee name provided to Bank by Company as an
acceptable payee for Checks to be processed under the Lockbox Service).  Bank will process a check only if it is made
payable to an Acceptable Payee and if the check is otherwise processable.  Company warrants that each Acceptable Payee
is either (i) a variation of Company’s name or (ii) is an affiliate of Company
which has authorized Checks payable to it to be credited to the Account.  Bank may treat as an Acceptable Payee any
variation of any Acceptable Payee’s name that Bank deems to be reasonable.


CHANGES
TO PROCESSING INSTRUCTIONS


Company may request Bank orally or in writing to make
changes to the processing instructions (including changes to Acceptable Payees)
for any Lockbox Addresses by contacting its Bank representative, so long as
such changes do not conflict with the terms of the Deposit Account Control
Agreement.  Bank will not be obligated to
implement any requested changes until Bank has actually received the requests
and had a reasonable opportunity to act upon them.  In making changes, Bank is entitled to rely
on instructions purporting to be from Company.


 



 G-2-8














 


EXHIBIT B

DEPOSIT ACCOUNT CONTROL AGREEMENT


[Letterhead
of Agent]


To:                              Bank
of America, N.A.

[Address]


Re:                                                                       JBH Receivables Corp.


Account No.                                                                                            


Ladies
and Gentlemen:


Reference is made to the Deposit Account Control
Agreement dated July 31, 2006 (the “Agreement”)
among JBH Receivables Corp., us and you regarding the above-described account
(the “Account”).  In accordance with Section 2 of the
Agreement, we hereby give you notice of our exercise of control of the Account
and we hereby instruct you to transfer funds to our account as follows:


	
  Bank
  Name:

  	
   

  	
   

  
	
  Bank Address:

  	
   

  	
   

  
	
  ABA No.:

  	
   

  	
   

  
	
  Account Name:

  	
   

  	
   

  
	
  Account No.:

  	
   

  	
   

  
	
  Beneficiary’s
  Name:

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ABN AMRO BANK N.V.,

  	
   

  
	
   

  	
   

  	
   

  	
  as Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 G-2-9














 


EXHIBIT H


CREDIT AND COLLECTION
POLICY