Exhibit 10.4


Subordinated Note


July 31, 2006


For
Value Received, the undersigned, JBH Receivables LLC, a Delaware limited
liability company (the “Buyer”),
promises to pay to J.B. Hunt Transport,
Inc. (“Transport”), a Georgia
corporation (the “Originator”), on the terms and
subject to the conditions set forth herein and in the Purchase Agreement
referred to below, the principal sum of the aggregate unpaid purchase price of
all Receivables purchased from time to time by the Buyer from the Originator
pursuant to such Purchase Agreement, as such unpaid purchase price is shown in
the records of the Originator.


1.  Purchase Agreement.  This promissory note (this “Subordinated  Note”) is the
Subordinated Note described in, and is subject to the terms and conditions set
forth in, that certain Purchase and Sale Agreement dated as of the date hereof
(as the same may be amended or otherwise modified from time to time, the “Purchase Agreement”), by and between the Originator and the
Buyer.  Reference is hereby made to the
Purchase Agreement for a statement of certain other rights and obligations of
the Originator and the Buyer.


2.  Definitions.  Capitalized terms used (but not defined)
herein have the meanings assigned thereto in the Purchase Agreement and in
Schedule I to the Receivables Sale Agreement dated as of the date hereof
among the, the Originator, the Buyer, Windmill Funding Corporation (“Windmill”) and ABN AMRO Bank N.V., as Agent for the
Purchasers and the Committed Purchasers party thereto (the “Committed
Purchasers”) (as it may be amended or otherwise modified from time
to time, the “Receivables Sale Agreement”).  In addition, as used herein, the following
terms have the following meanings:


Bankruptcy Proceedings:  As defined in clause (b) of paragraph 9
hereof.


Final Maturity Date:  The forty-fifth (45th) day following the
Final Payout Date.


Final Payout Date:  means the date on which all amounts payable
to the Agent and the Purchasers under the Receivables Sale Agreement have been
paid in full and the Aggregate Commitment has been terminated.


Interest Period:  The period from and including a Settlement
Date (or, in the case of the first Interest Period, the date hereof) to but
excluding the next Settlement Date.


Senior Interest:  Collectively, (i) the obligation of the
Buyer and the Collection Agent to set aside, and to turn over, Collections and
other proceeds of the Receivables and other collateral pledged to the Agent for
the benefit of the Committed Purchasers pursuant to the Receivables Sale
Agreement and (ii) all other obligations of the Buyer that are due and
payable to any Senior Interest Holder under the Receivables Sale Agreement,
together with all interest accruing on any such amounts after the 









 



commencement of any
Bankruptcy Proceedings (as defined herein), notwithstanding any provision or
rule of law that might restrict the rights of any Senior Interest Holder, as
against the Buyer of anyone else, to collect such interest.


Senior Interest Holders:  Collectively, the Purchasers, the Agent, the
other Windmill Funding Sources and the Indemnified Parties (as defined in
Section 6.1 of the Receivables Sale Agreement).


3.  Interest.  Subject
to the provisions set forth below, the Buyer promises to pay interest on this
Subordinated Note as follows:


(a)  Prior to the Final Payout Date, the aggregate
unpaid purchase price owing to the Originator under the Purchase Agreement from
time to time outstanding during any Interest Period shall bear interest at a
rate per annum equal to the LIBOR as in
effect from time to time on the first Business Day of each Settlement Period,
as determined by the Originator, plus
(a) 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 (b) .60%;
and


(b)  From (and including) the Final Payout Date to
(but excluding) the date on which the entire aggregate unpaid purchase price
owing to the Originator under the Purchase Agreement is fully paid, the
aggregate unpaid purchase price owing to the Originator under the Purchase
Agreement from time to time outstanding shall bear interest at a rate per annum equal to the LIBOR as in effect from time to time
on the first Business Day of each Settlement Period, as determined by the
Originator, plus (a) 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 (b) .60%;


but in no event in excess of the maximum
rate permitted by law.  In this event
that, contrary to the intent of the Originator and Buyer, Buyer pays interest
hereunder and it is determined that such interest rate was in excess of the
then legal maximum rate, then that portion of the interest payment representing
an amount in excess of the then legal maximum rate shall be deemed a payment of
principal and applied against the principal then due hereunder.


4.  Interest Payment Dates. 
Subject to the provisions set forth below, the Buyer shall pay accrued
interest on this Subordinated Note on each Settlement Date, and shall pay
accrued interest on the amount of each principal payment made in cash on a date
other than a Settlement Date at the time of such principal payment.


5.  Basis of Computation. 
Interest accrued hereunder shall be computed for the actual number of
days elapsed on the basis of a 360 day year and actual days elapsed.



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6.  Principal Payment Dates.  Subject to the provisions set forth below,
payments of the principal amount of this Subordinated Note shall be made as
follows:


(a)  The principal amount of this Subordinated Note
shall be reduced from time to time pursuant to Sections 3.2 of the
Purchase Agreement;


(b)  The entire remaining outstanding balance of
this Subordinated Note shall be paid on the Final Maturity Date.


Subject to the provisions set forth
below, the principal amount of and accrued interest on this Subordinated Note
may be prepaid on any Business Day without premium or penalty.


7.  Payments.   All
payments of principal and interest hereunder are to be made in lawful money of
the United States of America.


8.  Enforcement Expenses.  In addition to and not in limitation of the
foregoing, but subject to the provisions set forth below and to any limitation
imposed by applicable law, the Buyer agrees to pay all expenses, including
reasonable attorneys’ fees and legal expenses, incurred by the Originator in
seeking to collect any amounts payable hereunder which are not paid when due.


9.  Provisions Regarding Restrictions on Payment.  The Buyer covenants and agrees, and the Originator,
by its acceptance of this Subordinated Note, likewise covenants and agrees on
behalf of itself and any holder of this Subordinated Note, that the payment of
the principal amount of, and interest on, this Subordinated Note is hereby
expressly subject to certain restrictions set forth in the following clauses of
this paragraph 9:


(a)  No payment or other distribution of the Buyer’s
assets of any kind or character, whether in cash, securities, or other rights
or property, shall be made on account of this Subordinated Note except to the
extent such payment or other distribution is permitted under the Purchase
Agreement and the Receivables Sale Agreement;


(b)  In the event of any dissolution, winding up,
liquidation, readjustment, reorganization or other similar event relating to
the Buyer, whether voluntary or involuntary, partial or complete, and whether
in bankruptcy, insolvency or receivership proceedings, or upon an assignment
for the benefit of creditors, or any other marshalling of the assets and
liabilities of the Buyer or any sale of all or substantially all of the assets
of the Buyer (such proceedings being herein collectively called “Bankruptcy  Proceedings”),
the Senior Interests shall first be paid and performed in full and in cash
before the Originator shall be entitled to receive and to retain any payment or
distribution in respect to this Subordinated Note.  In order to implement the foregoing, the
Originator hereby irrevocably agrees that the Agent, in the name of the
Originator or otherwise, may demand, sue for, collect, receive and receipt for
any and all such payments or distributions, and the file, prove and vote or
consent in any such Bankruptcy Proceedings with respect to any and all claims
of the Originator relating to this Subordinated Note, in each case until the
Senior Interests shall have been paid and performed in full and in cash;



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(c)  In the event that the Originator receives any
payment or other distribution of any kind or character from the Buyer or from
other source whatsoever, in respect of this Subordinated Note, other than as
expressly permitted by the terms of this Subordinated Note, such payment or
other distribution shall be received for the sole benefit of the Senior
Interest Holders and shall be turned over by the Originator to the Agent (for
the benefit of the Senior Interest Holders) forthwith;


(d)  Notwithstanding any payments or distributions
received by the Senior Interest Holders in respect of this Subordinated Note,
while any Bankruptcy Proceedings are pending the Originator shall not be
subrogated to the then existing rights of the Senior Interest Holders in
respect of the Senior Interests until the Senior Interests have been paid and
performed in full and in cash.  Upon the
occurrence of the Final Payout Date, the Originator shall be subrogated to the
then existing rights of the Senior Interest Holders, if any;


(e)  The Provisions set forth in this
Section 9 are intended solely for the purpose of defining the relative
rights of the Originator, on the one hand, and the Senior Interest Holders on
the other hand.  Nothing contained in
this Subordinated Note is intended to or shall impair, as between the Buyer,
its creditors (other than the Senior Interest Holders) and the Originator, the
Buyer’s obligation, which is unconditional and absolute, to pay the Originator
the principal of and interest on this Subordinated Note as and when the same
shall become due and payable in accordance with the terms hereof or to affect
then relative rights of the Originator and creditors of the Buyer (other than
the Senior Interest Holders);


(f)  The Originator shall not, until the Senior
Interests have been paid and performed in full and in cash, transfer, pledge or
assign, or commence legal proceedings to enforce or collect this Subordinated
Note or any rights in respect hereof;


(g)  The Originator shall not, without the advance
written consent of the Agent, commence, or join with any other Person in
commencing, any Bankruptcy Proceedings with respect to the Buyer until at least
one year and one day shall have passed since the Final Payout Date shall have
occurred;


(h)  If, at any time, any payment (in whole or in
part) of any Senior Interest is rescinded or must be restored or returned by a
Senior Interest Holder (whether in connection with Bankruptcy Proceedings or
otherwise), these provisions shall continue to be effective or shall be
reinstated, as the case may be, as though such payment had not been made;


(i)  The Originator hereby waives; (i) notice
of acceptance of these provisions by any of the Senior Interest Holders;
(ii) notice of the existence, creation, non-payment or non-performance of
all or any of the Senior Interests; and (iii) all diligence in
enforcement, collection or protection of, or realization upon, the Senior Interests,
or any thereof, or any security therefor;



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(j)  These provisions constitute a continuing offer
from the holder of this Subordinated Note to all Persons who become the holders
of, or who continue to hold, Senior Interests; and these provisions are made
for the benefit of the Senior Interest Holders, and the Agent or the Purchaser
may proceed to enforce such provisions on behalf of each of such Persons.


10. General.  (a) No failure or delay on the part of
the Originator in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power of
right preclude any other or further exercise thereof or the exercise of any
other power or right.  No amendment,
modification or waiver of, or consent with respect to, any provision of this
Subordinated Note shall in any event be effective unless (i) the same
shall be in writing and signed and delivered by the Buyer and the Originator
and (ii) all consent required for such actions under the Transaction
Documents shall have been received by the appropriate Persons.


(b) The Originator hereby agrees that it
will not (i) institute against, join any other Person in instituting
against or take any action, direct or indirect, in furtherance or contemplation
of instituting against, the Buyer any bankruptcy, insolvency, winding up,
dissolution, receivership, conservatorship or other similar proceeding or
action or (ii) exercise any right of set-off or recoupment, or assert any
counterclaim, against the Buyer, in each case so long as there shall not have
elapsed one year and one day since the Final Payout Date has occurred.


(c) The Originator expressly recognizes
and agrees that the obligations represented by this Subordinated Note are not
secured by any interest in any of the assets of the Buyer, including, without
limitation, any Receivables or Related Security.


11. No Negotiation.  This Subordinated Note is not negotiable.  Any purported sale, transfer, assignment or
negotiation of this Subordinated Note shall be void without the prior written
consent of ABN AMRO Bank N.V., as Agent.


12. Governing Law.  This
Promissory Note shall be deemed to be a contract made under and governed by the
laws of the State of New York.


 



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13. Captions.  Paragraph captions used in this Subordinated
Note are for convenience only and shall not affect the meaning or
interpretation of any provision of this Subordinated Note.


 


	
  

  	
  JBH RECEIVABLES LLC

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



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