Exhibit 10.1


 


BRIDGE

LOAN AGREEMENT


 


This BRIDGE LOAN AGREEMENT dated
as of May 19, 2006 (the “Agreement”), is executed by and between J. B. HUNT
TRANSPORT SERVICES, INC., an Arkansas corporation (the “Borrower”), which
has its chief executive office located at 615 J. B. Hunt Corporate Drive,
Lowell, Arkansas 72745 and LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (the “Bank”), whose address is 135 South La Salle Street,
Chicago, Illinois 60603.


 


R E  C  I  T  A
L  S:


 


A.                                   The Borrower desires to borrow funds and
obtain other financial accommodations from the Bank.


 


B.                                     Pursuant to the Borrower’s request, the Bank
is willing to extend such financial accommodations to the Borrower under the
terms and conditions set forth herein.


 


NOW THEREFORE, in
consideration of the premises, and the mutual covenants and agreements set
forth herein, the Borrower agrees to borrow from the Bank, and the Bank agrees
to lend to the Borrower, subject to and upon the following terms and
conditions:


 


A G  R  E  E  M
E  N  T  S


 


SECTION I.                                  DEFINITIONS


 


1.1.                                     Defined Terms.               For the purposes of this Agreement, the
following capitalized words and phrases shall have the meanings set forth
below.


 


“Affiliate”
of any Person shall
mean (a) any other Person which, directly or indirectly, controls or is
controlled by or is under common control with such Person, (b) any officer
or director of such Person, and (c) with respect to the Bank, any entity
administered or managed by the Bank, or an Affiliate or investment advisor
thereof and which is engaged in making, purchasing, holding or otherwise
investing in commercial loans. A Person shall be deemed to be “controlled by”
any other Person if such Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such Person
whether by contract, ownership of voting securities, membership interests or
otherwise.


 


“Applicable
Margin” shall mean,
in the case of LIBOR Loans, the margin of 0.45% per annum and, in the case of
Base Rate Loans, the margin of 0% per annum.


 


“Bank
Products” shall mean
any service or facility extended to the Borrower or any Subsidiary by the Bank
or any Affiliate of the Bank, including: (a) credit cards, (b) credit
card processing services, (c) debit cards, (d) purchase cards, (e) ACH
transactions, (f) cash


 

















 


management, including controlled disbursement, accounts or services, or
(g) hedging agreements.


 


“Bankruptcy
Code” shall mean the
United States Bankruptcy Code, as now existing or hereafter amended.


 


“Base Rate”
shall mean for any
day the greater of (i) the floating per annum rate of interest which at
any time, and from time to time, shall be most recently announced by the Bank
as its “prime rate,” which is not intended to be the Bank’s lowest or most
favorable rate of interest at any one time, and (ii) the sum of the
Federal Funds Rate plus one half of one percent (0.50%) per annum. The
effective date of any change in the prime rate shall for purposes hereof be the
date the prime rate is changed by the Bank. The Bank shall not be obligated to
give notice of any change in the prime rate or the Base Rate.


 


“Base Rate Loans” shall mean Loans bearing interest at the Base
Rate plus the Applicable Margin.


 


“Business
Day” shall mean any
day other than a Saturday, Sunday or a legal holiday on which banks are
authorized or required to be closed for the conduct of commercial banking
business in Chicago, Illinois.


 


“Capital
Securities” shall
mean, with respect to any Person, all shares, interests, participations or
other equivalents (however designated, whether voting or non-voting) of such
Person’s capital, whether now outstanding or issued or acquired after the date
hereof, including common shares, preferred shares, membership interests in a
limited liability company, limited or general partnership interests in a
partnership or any other equivalent of such ownership interest.


 


“Closing
Date” shall mean the
date of this Agreement or such later Business Day upon which each condition
described in Section 3 shall be satisfied or waived in a manner acceptable
to the Bank in its discretion.


 


“Default
Rate” shall mean a
per annum rate of interest equal to the Base Rate plus  two percent (2%).


 


“Employee
Plan” includes any
pension, stock bonus, employee stock ownership plan, retirement, profit
sharing, deferred compensation, stock option, bonus or other incentive plan,
whether qualified or nonqualified, or any disability, medical, dental or other
health plan, life insurance or other death benefit plan, vacation benefit plan,
severance plan or other employee benefit plan or arrangement, including those
pension, profit-sharing and retirement plans of the Borrower described from
time to time in the financial statements of the Borrower and any pension plan,
welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any
multi-employer plan, maintained or administered by the Borrower or to which the
Borrower is a party or may have any liability or by which the Borrower is
bound.


 


“Environmental
Laws” shall mean all
present or future federal, state or local laws, statutes, common law duties,
rules, regulations, ordinances and codes, together with all


 


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administrative or judicial orders, consent agreements, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any
governmental authority, in each case relating to any matter arising out of or
relating to public health and safety, or pollution or protection of the
environment or workplace, including any of the foregoing relating to the
presence, use, production, generation, handling, transport, treatment, storage,
disposal, distribution, discharge, emission, release, threatened release,
control or cleanup of any Hazardous Substance.


 


“ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.


 


“Event of
Default” shall mean
any of the events or conditions which are set forth in Section 9
hereof.


 


“Federal
Funds Rate” shall
mean, for any day, a fluctuating interest rate equal for each day during such
period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by the
Bank from three Federal funds brokers of recognized standing selected by the
Bank. The Bank’s determination of such rate shall be binding and conclusive
absent manifest error.


 


“GAAP” shall mean generally accepted accounting
principles set forth from time to time in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the U. S. accounting profession), which are applicable to the
circumstances as of the date of determination, provided,
however, that interim financial statements or reports shall be
deemed in compliance with GAAP despite the absence of footnotes and fiscal
year-end adjustments as required by GAAP.


 


“Guarantor” shall mean J.B. Hunt Transport, Inc., a
Georgia corporation.


 


“Hazardous
Substances” shall
mean (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde
foam insulation, dielectric fluid containing levels of polychlorinated
biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or
substances defined as or included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous materials”, “extremely hazardous substances”, “restricted
hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants”
or words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, the exposure to, or release of which is
prohibited, limited or regulated by any governmental authority or for which any
duty or standard of care is imposed pursuant to, any Environmental Law.


 


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“Indebtedness” shall have the meaning set forth in the
Multi-Bank Credit Agreement.


 


“Indemnified
Party” and “Indemnified Parties” shall mean,
respectively, each of the Bank and any parent corporation, Affiliate or Subsidiary
of the Bank, and each of their respective officers, directors, employees,
attorneys and agents, and all of such parties and entities.


 


“Interest
Period” shall mean
successive one- or two-month periods beginning and ending as provided in this
Agreement.


 


“LIBOR” shall mean a rate of interest equal to (a) the
per annum rate of interest at which United States dollar deposits for a period
equal to the relevant Interest Period are offered in the London Interbank
Eurodollar market at 11:00 a.m. (London time) two Business Days prior to
the commencement of such Interest Period (or three Business Days prior to the
commencement of such Interest Period if banks in London, England were not open
and dealing in offshore United States dollars on such second preceding Business
Day), as displayed in the Bloomberg
Financial Markets system (or other authoritative source selected by
the Bank in its sole discretion), divided by (b) a number determined by
subtracting from 1.00 the then stated maximum reserve percentage for
determining reserves to be maintained by member banks of the Federal Reserve
System for Eurocurrency funding or liabilities as defined in Regulation D (or
any successor category of liabilities under Regulation D), or as LIBOR is
otherwise determined by the Bank in its sole and absolute discretion. The Bank’s
determination of LIBOR shall be conclusive, absent manifest error.


 


“LIBOR
Loan” or “LIBOR Loans” shall mean that portion, and
collectively, those portions, of the aggregate outstanding principal balance of
the Loans that bear interest at the LIBOR Rate, of which at any time, the
Borrower may identify no more than three (3) advances of the
Revolving Loans which bear interest at the LIBOR Rate.


 


“LIBOR
Rate” shall mean a
per annum rate of interest equal to LIBOR for the relevant Interest Period,
plus the Applicable Margin, which LIBOR Rate shall remain fixed during such
Interest Period.


 


“Lien” shall have the meaning set forth in the
Multi-Bank Credit Agreement.


 


“Loan
Documents” shall mean
each of the agreements, documents, instruments and certificates set forth in Section 3.1
hereof, and any and all such other instruments, documents, certificates and
agreements from time to time executed and delivered by the Borrower for the
benefit of the Bank pursuant to any of the foregoing, and all amendments,
restatements, supplements and other modifications thereto.


 


“Loans” shall mean, collectively, all Revolving Loans
made by the Bank to the Borrower under and pursuant to this Agreement.


 


“Material
Adverse Effect” shall
mean (a) a material adverse change in, or a material adverse effect upon,
the assets, business, properties, prospects, condition (financial or otherwise)


 


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or results of operations of the Borrower and its Subsidiaries taken as
a whole, (b) a material impairment of the ability of the Borrower and its
Subsidiaries to perform any of the Obligations under any of the Loan
Documents, or (c) a material adverse effect on (i) the legality,
validity, binding effect or enforceability against the Borrower and its
Subsidiaries of any of the Loan Documents or (ii) the rights or remedies
of the Bank under any Loan Document.


 


“Multi-Bank
Credit Agreement” shall
mean that certain $150,000,000 Senior Revolving Credit Facility Agreement dated
as of April 27, 2005, among the Borrower, Bank of America, N. A., as
Agent, and the other parties thereto, as the same may be from time to time
amended.


 


“Non-Excluded Taxes” shall have the meaning set forth in Section 2.4(a) hereof.


 


“Note” shall mean the Revolving Note and any other
promissory note acceptable to the Bank evidencing the Loans.


 


“Obligations”
shall mean the Loans,
as evidenced by any Note, all interest accrued thereon (including interest
which would be payable as post-petition in connection with any bankruptcy or
similar proceeding, whether or not permitted as a claim thereunder), any fees
due the Bank hereunder, any expenses incurred by the Bank hereunder, including
without limitation, all liabilities and obligations under this Agreement, under
any other Loan Document, and any and all other liabilities and obligations owed
by the Borrower to the Bank from time to time, howsoever created, arising or
evidenced, whether direct or indirect, joint or several, absolute or contingent,
now or hereafter existing, or due or to become due, together with any and all
renewals, extensions, restatements or replacements of any of the foregoing.


 


“Obligor” shall mean the Borrower, the Guarantor, any
other guarantor, accommodation endorser, third party pledger, or any other
party liable with respect to the Obligations.


 


“Other
Taxes” shall mean any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from the execution, delivery,
enforcement or registration of, or otherwise with respect to, this Agreement or
any of the other Loan Documents.


 


“Person” shall mean any natural person, partnership,
limited liability company, corporation, trust, joint venture, joint stock company,
association, unincorporated organization, government or agency or political
subdivision thereof, or other entity, whether acting in an individual,
fiduciary or other capacity.


 


“Regulatory Change” shall mean the introduction of, or any change
in any applicable law, treaty, rule, regulation or guideline or in the
interpretation or administration thereof by any governmental authority or any
central bank or other fiscal, monetary or other authority having jurisdiction
over the Bank or its lending office.


 


“Revolving
Interest Rate” shall
mean the Borrower’s from time to time option of (i) a floating per annum
rate of interest equal to the Base Rate plus
the Applicable Margin, or (ii) the LIBOR Rate plus the
Applicable Margin.


 


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“Revolving
Loan” and “Revolving Loans” shall mean,
respectively, each direct advance and the aggregate of all such direct advances
made by the Bank to the Borrower under and pursuant to this Agreement, as set
forth in Section 2.1 of this Agreement.


 


“Revolving
Loan Commitment” shall
mean Two Hundred Million and 00/100 Dollars ($200,000,000.00).


 


“Revolving
Loan Maturity Date” shall
mean August 17, 2006, unless extended by the Bank pursuant to any
modification, extension or renewal note executed by the Borrower and accepted
by the Bank in its sole and absolute discretion in substitution for the
Revolving Note.


 


“Revolving
Note” shall mean a
revolving note in the form prepared by and acceptable to the Bank, dated
as of the date hereof, in the amount of the Revolving Loan Commitment and
maturing on the Revolving Loan Maturity Date, duly executed by the Borrower and
payable to the order of the Bank, together with any and all renewal, extension,
modification or replacement notes executed by the Borrower and delivered to the
Bank and given in substitution there.


 


“Subordinated
Indebtedness” means
all unsecured Indebtedness (as defined in the Multi-Bank Credit Agreement) of
the Borrower which is made subordinate and junior in right of payment to the
Obligations of the Borrower by the inclusion in the instrument evidencing or
creating such Indebtedness or the indenture or other instrument under which
such indebtedness is issued of subordination provisions and terms acceptable to
the Bank.


 


“Subsidiary” and “Subsidiaries”
shall mean, respectively, with respect to any Person, each and all
such corporations, partnerships, limited partnerships, limited liability
companies, limited liability partnerships, joint ventures or other entities of
which or in which such Person owns, directly or indirectly, such number of
outstanding Capital Securities as have more than fifty percent (50.00%) of the
ordinary voting power for the election of directors or other managers of such
corporation, partnership, limited liability company or other entity. Unless the
context otherwise requires, each reference to Subsidiaries herein shall be a
reference to Subsidiaries of the Borrower.


 


“Taxes” shall mean any and all present and future
taxes, duties, levies, imposts, deductions, assessments, charges or
withholdings, and any and all liabilities (including interest and penalties and
other additions to taxes) with respect to the foregoing.


 


“Transport
Guaranty” shall mean
that Continuing Unconditional Guaranty prepared by and acceptable to the Bank,
dated the date hereof, executed by the Guarantor in favor of the Bank as from
time to time amended, modified, supplemented or restated.


 


“Unmatured
Event of Default” shall
mean any event which, with the giving of notice, the passage of time or both,
would constitute an Event of Default.


 


“Voidable Transfer” shall have the meaning set forth in Section 11.21
hereof.


 


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1.2.                                      Accounting Terms.   Any accounting terms used
in this Agreement which are not specifically defined herein shall have the
meanings customarily given them in accordance with GAAP. Calculations and
determinations of financial and accounting terms used and not otherwise
specifically defined hereunder and the preparation of financial statements to
be furnished to the Bank pursuant hereto shall be made and prepared, both as to
classification of items and as to amount, in accordance with sound accounting
practices and GAAP as used in the preparation of the financial statements of the
Borrower on the date of this Agreement. If any changes in accounting principles
or practices from those used in the preparation of the financial statements are
hereafter occasioned by the promulgation of rules, regulations, pronouncements and
opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or any successor thereto or
agencies with similar functions), which results in a material change in the
method of accounting in the financial statements required to be furnished to
the Bank hereunder or in the calculation of financial covenants, standards or
terms contained in this Agreement, the parties hereto agree to enter into good
faith negotiations to amend such provisions so as equitably to reflect such
changes to the end that the criteria for evaluating the financial condition and
performance of the Borrower will be the same after such changes as they were
before such changes; and if the parties fail to agree on the amendment of such
provisions, the Borrower will furnish financial statements in accordance with
such changes, but shall provide calculations for all financial covenants, perform all
financial covenants and otherwise observe all financial standards and terms in
accordance with applicable accounting principles and practices in effect
immediately prior to such changes.


 


1.3.                                      Other Interpretive Provisions.


 


The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms. Whenever the context so requires, the neuter gender includes the
masculine and feminine, the single number includes the plural, and vice versa,
and in particular the word “Borrower” shall be so construed.


 


(a)                                  Section and Schedule references are
to this Agreement unless otherwise specified. The words “hereof, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.


 


(b)                                 The term “including” is not limiting, and
means “including, without limitation”.


 


(c)                                  In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including”; the words “to” and “until” each mean “to but excluding”, and the
word “through” means “to and including”.


 


(d)                                 Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement and the other Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments,
restatements, supplements and other modifications thereto, but only to the
extent such amendments, restatements, supplements and other modifications are
not prohibited by the terms of any


 


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Loan Document, and (ii) references to any
statute or regulation shall be construed as including all statutory and
regulatory provisions amending, replacing, supplementing or interpreting such
statute or regulation.


 


(e)                                   To the extent any of the provisions of the
other Loan Documents are inconsistent with the terms of this Agreement, the
provisions of this Agreement shall govern.


 


(f)                                     This Agreement and the other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative
and each shall be performed in accordance with its terms.


 


SECTION 2.                                COMMITMENT OF THE BANK. 


 


2.1.             Revolving
Loans.


 


(a)                                   Revolving Loan Commitment. Subject to the terms and conditions of this Agreement
and the other Loan Documents, and in reliance upon the representations and warranties
of the Borrower set forth herein and in the other Loan Documents, the Bank agrees
to make such Revolving Loans at such times as the Borrower may from time
to time request until, but not including, the Revolving Loan Maturity Date, and
in such amounts as the Borrower may from time to time request, provided, however, that the aggregate
principal balance of all Revolving Loans outstanding at any time shall not exceed
the Revolving Loan Commitment. Revolving Loans made by the Bank may be repaid
and, subject to the terms and conditions hereof, borrowed again up to, but not including
the Revolving Loan Maturity Date unless the Revolving Loans are otherwise accelerated,
terminated or extended as provided in this Agreement. The Revolving Loans shall
be used by the Borrower for the purpose of redemption of certain outstanding Capital
Securities of the Borrower or for other business purposes.


 


(b)                                  Revolving Loan Interest and
Payments. Except as
otherwise provided in this Section 2.1(b), the principal amount of the
Revolving Loans outstanding from time to time shall bear interest at the
applicable Revolving Interest Rate. Accrued and unpaid interest on the unpaid
principal balance of all Revolving Loans outstanding from time to time which
are Base Rate Loans shall be due and payable monthly, in arrears, commencing on
June 15, 2006 and continuing on the 15th day of each calendar month thereafter,
and on the Revolving Loan Maturity Date. Accrued and unpaid interest on the unpaid
principal balance of all Revolving Loans outstanding from time to time which
are LIBOR Loans shall be payable on the last business Day of each Interest
Period, commencing on the first such date to occur after the date hereof, on
the date of any principal repayment of a LIBOR Loan and on the Revolving Loan
Maturity Date. From and after maturity, or after the occurrence and during the
continuation of an Event of Default, interest on the outstanding principal
balance of the Revolving Loans, at the option of the Bank, may accrue at
the Default Rate and shall be payable upon demand from the Bank.


 


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(c)                        Revolving Loan Principal Payments.


 


(i)                  Revolving Loan Mandatory
Payments. All Revolving
Loans hereunder shall be repaid by the Borrower on the Revolving Loan Maturity
Date, unless payable sooner pursuant to the provisions of this Agreement. In
the event the aggregate outstanding principal balance of all Revolving Loans
exceeds the Revolving Loan Commitment, the Borrower shall, without notice or
demand of any kind, immediately make such repayments of the Revolving Loans or
take such other actions as are satisfactory to the Bank as shall be necessary
to eliminate such excess. Also, if the Borrower chooses not to convert any
Revolving Loan which is a LIBOR Loan to a Base Rate Loan as provided in Section 2.2(b) and
Section 2.2(c), then such Revolving Loan shall immediately be due
and payable on the last Business Day of the then existing Interest Period or on
such earlier date as required by law, all without further demand, presentment,
protest or notice of any kind, all of which are hereby waived by the Borrower.


 


(ii)                    Optional Prepayments. The Borrower may from time to time
prepay the Revolving Loans which are Base Rate Loans, in whole or in part,
without any prepayment penalty whatsoever, provided
that any prepayment of the entire principal balance of the Base Rate
Loans shall include accrued interest on such Base Rate Loans to the date of
such prepayment.


 


2.2.                              Additional LIBOR Loan Provisions.


 


(a)                        LIBOR Loan Prepayments. Nothwithstanding anything to the contrary
contained herein, the principal balance of any LIBOR Loan may not be
prepaid in whole or in part at any time. If, for any reason, a LIBOR Loan
is paid prior to the last Business Day of any Interest Period, whether
voluntary, involuntary, by reason of acceleration or otherwise, each such
prepayment of a LIBOR Loan will be accompanied by the amount of accrued interest
on the amount prepaid and any and all costs, expenses, penalties and charges
incurred by the Bank as a result of the early termination or breakage of a
LIBOR Loan, plus the amount, if any, by which (i) the additional interest
which would have been payable during the Interest Period on the LIBOR Loan
prepaid had it not been prepaid, exceeds (ii) the interest which would
have been recoverable by the Bank by placing the amount prepaid on deposit in
the domestic certificate of deposit market, the Eurodollar deposit market, or
other appropriate money marked selected by the Bank, for a period starting on
the date on which it was prepaid and ending on the last day of the Interest
Period for such LIBOR Loan. The amount of any such loss or expense payable by the
Borrower to the Bank under this section shall be determined in the Bank’s
sole discretion based upon the assumption that the Bank funded its loan
commitment for LIBOR Loans in the London Interbank Eurodollar market and using
any reasonable attribution or averaging methods which the Bank deems
appropriate and practical, provided,
however, that the Bank is not obligated to accept a deposit in the
London Interbank Eurodollar market in order to charge interest on a LIBOR Loan
at the LIBOR Rate.


 


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(b)                                 LIBOR Unavailability. If the Bank determines in good faith (which determination
shall be conclusive, absent manifest error) prior to the commencement of any
Interest Period that (i) the making or maintenance of any LIBOR Loan would
violate any applicable law, rule, regulation or directive, whether or not
having the force of law, (ii) United States dollar deposits in the
principal amount, and for periods equal to the Interest Period for funding any
LIBOR Loan are not available in the London Interbank Eurodollar market in the
ordinary course of business, (iii) by reason of circumstances affecting
the London Interbank Eurodollar market, adequate and fair means do not exist for
ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the
LIBOR Rate does not accurately reflect the cost to the Bank of a LIBOR Loan,
the Bank shall promptly notify the Borrower thereof and, so long as the
foregoing conditions continue, none of the Loans may be advanced as a
LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing
LIBOR Loan shall be immediately (i) converted to a Base Rate Loan on the
last Business Day of the then existing Interest Period, or (ii) due and
payable on the last business Day of the then existing Interest Period, without further
demand, presentment, protest or notice of any kind, all of which are hereby waived
by the Borrower.


 


(c)                                  Regulatory Change. In addition, if, after the date hereof, a
Regulatory Change shall, in the reasonable determination of the Bank, make it
unlawful for the Bank to make or maintain the LIBOR Loans, then the Bank shall
promptly notify the Borrower and none of the Loans may be advanced as a
LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing
LIBOR Loan shall be immediately () converted to a Base Rate Loan on the last
business Day of the then existing Interest Period or on such earlier date as
required by law, or (ii) due and payable on the last Business Day of the then
existing Interest Period or on such earlier date as required by law, all
without further demand, presentment, protest or notice of any kind, all of
which are hereby waived by the Borrower.


 


(d)                                 LIBOR Indemnity. If any Regulatory Change, or compliance by
the Bank or any Person controlling the Bank with any request or directive of
any governmental authority, central bank or comparable agency (whether or not
having the force of law) shall (a) impose, modify or deem applicable any
assessment, reserve, special deposit or similar requirement against assets held
by, or deposits in or for the account of or loans by, or any other acquisition
of funds or disbursements by, the Bank; (b) subject the Bank or any LIBOR
Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation
of payments to the Bank of principal or interest due from the Borrower to the
Bank hereunder (other than a change in the taxation of the overall net income
of the Bank); or (c) impose on the Bank any other condition regarding such
LIBOR Loan or the Bank’s funding thereof, and the Bank shall determine (which
determination shall be conclusive, absent manifest error) that the result of
the foregoing is to increase the cost to, or to impose a cost on, the Bank or
such controlling Person of making or maintaining such LIBOR Loan or to reduce
the amount of principal or interest received by the Bank hereunder, then the
Borrower shall pay to the Bank or such controlling Person, on demand, such
additional amounts as the Bank shall, from time to time, determine are


 


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sufficient to compensate and indemnify the Bank for
such increased cost or reduced amount.


 


2.3.                                        Interest and Fee Computation: Collection of
Funds.   Except as
otherwise set forth herein, all interest and fees shall be calculated on the
basis of a year consisting of 360 days and shall be paid for the actual number
of days elapsed. Principal payments submitted in funds not immediately
available shall continue to bear interest until collected. If any payment to be
made by the Borrower hereunder or under any Note shall become due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in computing any
interest in respect of such payment. Notwithstanding anything to the contrary
contained herein, the final payment due under the Revolving Loans must be made
by wire transfer or other immediately available funds. All payments made by the
Borrower hereunder or under any of the Loan Documents shall be made without
setoff, counterclaim, or other defense. To the extent permitted by applicable
law, all payments hereunder or under any of the Loan Documents (including any
payment of principal, interest, or fees) to, or for the benefit, of any Person
shall be made by the Borrower free and clear of, and without deduction or
withholding for, or account of, any taxes now or hereinafter imposed by any
taxing authority.


 


2.4.                                        Taxes.


 


(a)                                   All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any governmental
authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Bank as a result of a present or former
connection between the Bank and the jurisdiction of the governmental authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from the Bank having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings (collectively, “Non-Excluded Taxes”) or Other Taxes are required
to be withheld from any amounts payable to the Bank hereunder, the amounts so payable
to the Bank shall be increased to the extent necessary to yield to the Bank
(after payment of all Non-Excluded Taxes and Other Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to the Bank with respect to any Non-Excluded
Taxes that are attributable to the Bank’s failure to comply with the
requirements of subsection 2.4(c).


 


(b)                                  The Borrower shall pay any Other Taxes to the
relevant governmental authority in accordance with applicable law.


 


(c)                                   At the request of the Borrower and at the
Borrower’s sole cost, the Bank shall take reasonable steps to (i) contest
its liability for any Non-Excluded Taxes or Other


 


11

















 


Taxes that have not been paid, or (ii) seek a
refund of any Non-Excluded Taxes or Other Taxes that have been paid.


 


(d)                                 Whenever any Non-Excluded Taxes or Other
Taxes are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Bank a certified copy of an original official
receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Bank the required receipts or other required
documentary evidence or if any governmental authority seeks to collect a Non-Excluded
Tax or Other Tax directly from the Bank for any other reason, the Borrower
shall indemnify the Bank on an after-tax basis for any incremental taxes, interest
or penalties that may become payable by the Bank. Nothing in this
Agreement shall impair the Borrower’s right to contest any Taxes in good faith.


 


(e)                                  The agreements in this Section shall
survive the satisfaction and payment of the Obligations and the termination of
this Agreement.


 


SECTION 3.           CONDITIONS
OF BORROWING.


 


Notwithstanding any other provision of this
Agreement, the Bank shall not be required to disburse all or any portion of the
Loans, if any of the following conditions shall have occurred.


 


3.1.             Loan Documents.
  The Borrower shall have failed to execute and deliver to the Bank
any of the following Loan Documents, all of which must be satisfactory to the
Bank and the Bank’s counsel in form, substance and execution:


 


(a)                                  Loan Agreement. Four copies of this Agreement duly executed
by the Borrower.


 


(b)                                 Revolving Note. A Revolving Note duly executed by the
Borrower, in the form prepared by and acceptable to the Bank.


 


(c)                                  Guaranty. Four copies of the Transport Guaranty duly
executed by the Guarantor.


 


(d)                                 Borrower’s Organizational
and Authorization Documents. Copies
of (i) the Articles of Incorporation and Bylaws of the Borrower; (ii) resolutions
of the board of directors of the Borrower approving and authorizing such Person’s
execution, delivery and performance of the Loan Documents to which it is party
and the transactions contemplated thereby; (iii) signature and incumbency
certificates of the officers of the Borrower, executing any of the Loan
Documents, each of which the Borrower hereby certifies to be true and complete,
and in full force and effect without modification, it being understood that the
Bank may conclusively rely on each such document and certificate until
formally advised by the Borrower of any changes therein; and (iv) good standing
certificates in the state of incorporation of the Borrower and in each other
state requested by the Bank.


 


12

















 


(e)                                   Guarantor’s Organizational
and Authorization Documents. Copies
of (i) the Articles of Incorporation and Bylaws of the Guarantor; (ii) resolutions
of the board of directors of the Guarantor approving and authorizing such
Person’s execution, delivery and performance of the Transport Guaranty; (iii) signature
and incumbency certificates of the officers of the Guarantor executing the
Transport Guaranty, each of which the Guarantor hereby certifies to be true and
complete, and in full force and effect without modification, it being
understood that the Bank may conclusively rely on each such document and
certificate until formally advised by the Guarantor of any changes therein; and
(iv) good standing certificates in the state of incorporation of the
Guarantor and in each other state requested by the Bank.


 


(f)                                     Additional Documents. Such other certificates, financial
statements, schedules, resolutions, opinions of counsel, notes and other
documents which are provided for hereunder or which the Bank shall reasonably
require.


 


3.2.                                        Event of Default.   Any Event of Default, or
Unmatured Event of Default shall have occurred and be continuing.


 


3.3.                                        Material Adverse Effect.   The occurrence of any event
having a Material Adverse Effect.


 


3.4.                                        Litigation.   Any litigation or governmental proceeding shall have been
instituted against the Borrower or any of its officers or shareholders having a
Material Adverse Effect.


 


3.5.                                        Representations and Warranties.   Any representation or warranty
of the Borrower contained herein or in any Loan Document shall be untrue or
incorrect in any material respect as of the date of any Loan, except to the
extent such representation or warranty expressly relates to an earlier date.


 


3.6.                                        Upfront Closing Fee.   The Borrower shall have failed
to pay to the Bank the Upfront Closing Fee as provided in the Fee Letter
between the Borrower and the Bank.


 


SECTION 4.           NOTE
EVIDENCING REVOLVING LOAN.


 


4.1.             Revolving
Note.   The Revolving Loans shall be evidenced by the Revolving
Note. At the time of the initial disbursement of a Revolving Loan and at each
time any additional Revolving Loan shall be requested hereunder, or a repayment
made in whole or in part thereon, a notation thereof shall be made on the
books and records of the Bank. All amounts recorded shall be, absent
demonstrable error, conclusive and binding evidence of (i) the principal
amount of the Revolving Loans advanced hereunder, (ii) any accrued and
unpaid interest owing on the Revolving Loans and (iii) all amounts repaid
on the Revolving Loans. The failure to record any such amount or any error in
recording such amounts shall not, however, limit or otherwise affect the
obligations of the Borrower under the Revolving Note to repay the principal
amount of the Revolving Loans, together with all interest accruing thereon.


 


13

















 


SECTION 5.          MANNER
OF BORROWING.


 


5.1.                                       Borrowing Procedures.   Each Revolving Loan may be
advanced either as a Base Rate Loan or a LIBOR Loan, provided, however, that at any time, the Borrower may identify
no more than three (3) Revolving Loans which may be LIBOR Loans. Each
Loan shall be made available to the Borrower upon any written, verbal,
electronic, telephonic or telecopy loan request which the Bank in good faith
believes to emanate from a properly authorized representation of the Borrower,
whether or not that is in fact the case. Each such request shall be effective
upon receipt by the Bank, shall be irrevocable, and shall specify the date,
amount and type of borrowing and, in the case of a LIBOR Loan, the initial
Interest Period therefor. The Borrower shall select Interest Periods so as not
to require a payment or prepayment of any LIBOR Loan during an Interest Period
for such LIBOR Loan. The final Interest Period for any LIBOR Loan must be such
that its expiration occurs on or before the Revolving Loan Maturity Date. A
request for a Base Rate Loan must be received by the Bank no later than 11:00 a.m.,
Chicago, Illinois time, on the day it is to be funded. A request for a LIBOR
Loan must be (i) received by the Bank no later than 11:00 a.m.,
Chicago, Illinois time, three days before the day it is to be funded, and (ii) in
an amount equal to One Hundred Thousand and 00/00 Dollars ($100,000.00) or a
higher integral multiple of One Hundred Thousand and 00/00 Dollars ($100,000.00).
The proceeds of each Loan shall be made available at the office of the Bank by credit
to the account of the Borrower or by other means requested by the Borrower and acceptable
to the Bank. The Borrower does hereby irrevocably confirm, ratify and approve
all such advances by the Bank and does hereby indemnify the Bank against losses
and expenses (including court costs, attorneys’ and paralegals’ fees) and shall
hold the Bank harmless with respect thereto.


 


5.2.                                       LIBOR Conversion and Continuation Procedures.   Each LIBOR Loan shall automatically
renew for the Interest Period specified in the initial request received by the
Bank pursuant to Section 5.1, at the then current LIBOR Rate unless the
Borrower, pursuant to a subsequent written notice received by the Bank, shall
elect a different Interest Period or the conversion of all or a portion of such
LIBOR Loan to a Base Rate Loan. Each Interest Period occurring after the
initial Interest Period with respect to any LIBOR Loan shall commence on the same
day of each applicable month as the first day of the initial Interest Period.
Whenever the last day of any Interest Period with respect to any LIBOR Loan would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day
unless it shall fall into a new calendar month, in which event it shall be the
preceding Business Day. Whenever an Interest Period with respect to any LIBOR Loan
would otherwise end on a day of a month for which there is no numerically
corresponding day in the calendar month, such Interest Period shall end on the
last day of such calendar month, unless such day is not a Business Day, in
which event such interest Period shall be extended to end on the next Business
Day. Upon receipt by the Bank of such subsequent notice, the Borrower may,
subject to the terms and conditions of this Agreement, elect, as of the last
day of the applicable Interest Period, or to convert any such LIBOR Loan to a
Base Rate Loan. Such notice shall, in the case of a conversion to a Base Rate
Loan, be given before 11:00 a.m., Chicago time, on the proposed date of
such conversion, specifying:   (i) the
proposed date of conversion; (ii) the aggregate amount of Loans to be
converted; (iii) the type of Loans resulting from the proposed conversion;
and (iv) the duration of the requested Interest Period.


 


14

















 


5.3.             Discretionary Disbursements.   The
Bank, in its sole and absolute discretion, may upon prior notice to the
Borrower, disburse certain proceeds of the Revolving Loans to pay any fees,
costs, expenses or other amounts required to be paid by the Borrower hereunder.
All monies so disbursed shall be a part of the Obligations, payable by the
Borrower on demand from the Bank.


 


SECTION 6.          REPRESENTATIONS
AND WARRANTIES.


 


To induce the Bank to make
the Loans, the Borrower makes the following representations and warranties to
the Bank as of the date hereof and on the date of each Loan request, each of
which shall survive the execution and delivery of this Agreement:


 


6.1.                                       Borrower Organization and Name.   The Borrower is a corporation
duly organized, existing and in good standing under the laws of the State of
Arkansas, with full and adequate power to carry on and conduct its business as
presently conducted and each Subsidiary is validly existing and in good
standing under the laws of the jurisdiction of its organization. The Borrower
and each Subsidiary is duly licensed or qualified in all foreign jurisdictions
wherein the nature of its activities require such qualification or licensing,
except for such jurisdictions where the failure to so qualify would not have a
Material Adverse Effect.


 


6.2.                                       Authorization.   The Borrower has full right,
power and authority to enter into this Agreement, to make the borrowings and
execute and deliver the Loan Documents as provided herein and to perform all
of its duties and obligations under this Agreement and the other Loan Documents.
The execution and delivery of this Agreement and the other Loan Documents will not,
nor will the observance or performance of any of the matters and things herein
or therein set forth, violate or contravene any provision of law or of the
articles of incorporation or bylaws of the Borrower. All necessary and
appropriate action has been taken on the part of the Borrower to authorize
the execution and delivery of this Agreement and the Loan Documents.


 


6.3.                                       Validity and Binding Nature.   This Agreement and the other
Loan Documents are the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms, subject to
bankruptcy, insolvency and similar laws affecting the enforceability of
creditors’ rights generally and to general principles of equity.


 


6.4.                                       Consent; Absence of Breach.   The execution, delivery and
performance of this Agreement, the other Loan Documents and any other documents
or instruments to be executed and delivered by the Borrower in connection with
the Revolving Loans, and the borrowings by the Borrower hereunder, do not and
will not (a) require any consent, approval, authorization of, or filings
with, notice to or other act by or in respect of, any governmental authority or
any other Person (other than any consent or approval which has been obtained
and is in full force and effect); (b) conflict with (i) any provision
of law or any applicable regulation, order, writ, injunction or decree of any
court or governmental authority, (ii) the articles of incorporation or bylaws
of the Borrower or any of its Subsidiaries, or (iii) any material
agreement, indenture, instrument or other document, or any judgment, order or
decree, which is binding upon the Borrower or any of its Subsidiaries or any of
its /their respective properties or assets; or


 


15

















 


(c) require, or result in, the creation or imposition of any Lien
on any asset of Borrower or any of its Subsidiaries.


 


6.5.                                       Financial Statements.   All financial statements
submitted to the Bank have been prepared in accordance with sound accounting
practices and GAAP on a basis, except as otherwise noted therein, consistent
with the previous fiscal year and present fairly the financial condition of
Borrower and its Subsidiaries and the results of the operations for Borrower
and its Subsidiaries as of such date and for the periods indicated. Since December 31,
2004, there has been no change in the financial condition or in the assets or
liabilities of Borrower and its Subsidiaries having a Material Adverse Effect.


 


6.6.                                       Litigation and Contingent Liabilities.   There is no litigation,
arbitration proceeding, demand, charge, claim, petition or governmental
investigation or proceeding pending, or, to the knowledge of the Borrower,
threatened, against the Borrower, which, if adversely determined, which might
reasonably be expected to have a Material Adverse Effect. Other than any
liability incident to such litigation or proceedings, the Borrower has no
material guarantee obligations, contingent liabilities, liabilities for taxes,
or any long-term leases or unusual forward or long- term commitments, including
any interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not fully-reflected or fully
reserved for in the most recent financial statements delivered to the Bank.


 


6.7.                                       Event of Default.   No Event of Default or
Unmatured Event of Default exists or would result from the incurrence by the
Borrower of any of the Obligations hereunder or under any of the other Loan
Document, and, except as could not reasonably be expected to have a Material
Adverse Effect, the Borrower is not in default (without regard to grace or cure
periods) under any other contract or agreement to which it is a party.


 


6.8.                                       Adverse Circumstances.   No condition, circumstance,
event, agreement, document, instrument, restriction, litigation or proceeding
(or threatened litigation or proceeding or basis therefor) exists which (a) would
have a Material Adverse Effect, or (b) would constitute an Event of
Default or an Unmatured Event of Default.


 


6.9.                                       Environmental
Laws and Hazardous Substances.   Except as could not reasonably
be expected to have a Material Adverse Effect, the Borrower has not generated,
used, stored, treated, transported, manufactured, handled, produced or disposed
of any Hazardous Substances, on or off any of the premises of the Borrower
(whether or not owned by it) in any manner which at any time violates any
Environmental Law or any license, permit, certificate,
approval or similar authorization thereunder. The Borrower will comply in all
material respects with all Environmental Laws and will obtain all licenses,
permits certificates, approvals and similar authorizations thereunder. There
has been no investigation, proceeding, complaint, order, directive, claim,
citation or notice by any governmental authority or any other Person, nor is
any pending or, to the best of the Borrower’s knowledge, threatened, and the
Borrower shall immediately notify the Bank upon becoming aware of any such
investigation, proceeding, complaint, order, directive, claim, citation or
notice, and shall take prompt and appropriate actions to respond thereto, with
respect to any non-compliance with, or violation of, the requirements of any
Environmental Law by the Borrower or the release, spill or discharge,


 


16

















 


threatened
or actual, of any Hazardous Substances or the generation, use, storage,
treatment, transportation, manufacture, handling, production or disposal of any
Hazardous Substances or any other environmental, health or safety matter, which
affects the Borrower or its business, operations or assets or any properties at
which the Borrower has transported, stored or disposed of any Hazardous
Substances and which could reasonably be expected to have a Material Adverse
Effect. The Borrower has no material liability, contingent or otherwise, in
connection with a release, spill or discharge, threatened or actual, of any
Hazardous Substances or the generation, use, storage, treatment,
transportation, manufacture, handling, production or disposal of any Hazardous
Substances. The Borrower further agrees to allow the Bank or its agent access
to the properties of the Borrower and its Subsidiaries to confirm compliance
with all Environmental Laws, and the Borrower shall, following determination by
the Bank that there is non-compliance, or any condition which requires any
action by or on behalf of the Borrower in order to avoid any non-compliance,
with any Environmental Law, at the Borrower’s sole expense, cause an
independent environmental engineer acceptable to the Bank to conduct such tests
of the relevant site as are appropriate, and prepare and deliver a report
setting forth the result of such tests, a proposed plan for remediation and an
estimate of the costs thereof.


 


6.10.                                          Solvency, etc.   As of the date hereof and on
the Closing Date, (a) the fair value of the Borrower’s assets is greater
than the amount of its liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities
evaluated as required under the Section 548 of the Bankruptcy Code, (b) the
present fair saleable value of the Borrower’s assets is not less than the
amount that will be required to pay the probable liability on its debts as they
become absolute and matured, (c) the Borrower is able to realize upon its
assets and pay its debts and other liabilities (including disputed, contingent
and unliquidated liabilities) as they mature in the normal course of business, (d) the
Borrower does not intend to, and does not believe that it will, incur debts or
liabilities beyond its ability to pay as such debts and liabilities mature, and
(e) the Borrower is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which its property would constitute
unreasonably small capital.


 


6.11.                                          ERISA Obligations.   All Employee Plans of the
Borrower meet the minimum funding standards of Section 302 of ERISA and
412 of the Internal Revenue Code where applicable, and each such Employee Plan
that is intended to be qualified within the meaning of Section 401 of the
Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred
under any such Employee Plans and no “Reportable Event” or “Prohibited
Transaction” (as such terms are defined in ERISA), has occurred with respect to
any such Employee Plans, unless approved by the appropriate governmental
agencies. The Borrower has promptly paid and discharged all obligations and
liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”)
of a character which if unpaid or unperformed might result in the imposition of
a Lien against any of its properties or assets.


 


6.12.                                          Labor Relations.   Except as could not reasonably
be expected to have a Material Adverse Effect, (i) there are no strikes,
lockouts or other labor disputes against the Borrower or threatened, (ii) hours
worked by and payment made to employees of the Borrower have not been in
violation of the Fair Labor Standards Act or any other applicable law, and (ii) no
unfair labor


 


17

















 


practice complaint is pending against the Borrower or threatened before
any governmental authority.


 


6.13.                                          Lending Relationship.   The relationship hereby created
between the Borrower and the Bank is and has been conducted on an open and arm’s
length basis in which no fiduciary relationship exists, and the Borrower has
not relied and is not relying on any such fiduciary relationship in executing
this Agreement and in consummating the Loans. The Bank represents that it will
receive any Note as evidence of a bank loan.


 


6.14.                                          Taxes.   The Borrower has timely filed all tax returns and reports
required by law to have been filed by it and has paid all taxes, governmental
charges and assessments due and payable with respect to such returns, except
any such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books, are insured against or bonded over to
the satisfaction of the Bank and the contesting of such payment does not create
a Lien (as defined in the Multi-Bank Credit Agreement) which is not a Permitted
Lien under and as defined in the Multi-Bank Credit Facility. There is no
controversy or objection pending, or threatened in respect of any tax returns
of the Borrower. The Borrower has made adequate reserves on its books and
records in accordance with GAAP for all taxes that have accrued but which are
not yet due and payable.


 


6.15.                                          Compliance with Regulation U.   No portion of the proceeds of
the Loans shall be used by the Borrower, or any Affiliate of the Borrower,
either directly or indirectly, for the purpose of purchasing or carrying any
margin stock, within the meaning of Regulation U as adopted by the Board of
Governors of the Federal Reserve System or any successor thereto.


 


6.16.                                          Governmental Regulation.   The Borrower and its
Subsidiaries are not, or after giving effect to any Loan, will not be, subject
to regulation under the Public Utility Holding Company Act of 2005, the Federal
Power Act, the ICC Termination Act of 1995 or the Investment Company Act of
1940 or to any federal or state statute or regulation limiting its ability to
incur indebtedness for borrowed money.


 


6.17.                                          Place of Business.   The principal place of business
and books and records of the Borrower is set forth in the preamble to this
Agreement.


 


6.18.                                          Complete Information.   This Agreement and all
financial statements, schedules, certificates, confirmations, agreements,
contracts, and other materials and information heretofore or contemporaneously
herewith furnished in writing by the Borrower to the Bank for purposes of, or
in connection with, this Agreement and the transactions contemplated hereby is,
and all written information hereafter furnished by or on behalf of the Borrower
to the Bank pursuant hereto or in connection herewith will be, true and
accurate in every material respect on the date as of which such information is
dated or certified, and none of such information is or will be incomplete by
omitting to state any material fact necessary to make such information not misleading
in light of the circumstances under which made (it being recognized by the Bank
that any projections and forecasts provided by the Borrower are based on good
faith estimates and assumptions believed by the Borrower to be reasonable as of
the date of the applicable


 


18

















 


projections or assumptions and that actual results during the period or
periods covered by any such projections and forecasts may differ from
projected or forecasted results).


 


6.19.                                          Senior Debt.   The Obligations of the Borrower arising hereunder shall
constitute “Senior Debt” or “Senior Funded Debt” within the meaning of the
instruments evidencing Subordinated Indebtedness.


 


6.20.                                          Internal Controls.  (a) The Borrower has established
and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14
under the U. S. Securities Exchange Act or 1934, as amended (the “Exchange Act”)), which (i) are
designed to ensure that material information relating to the Borrower is made
known to the Borrower’s principal executive officer and its principal financial
offer or persons performing similar functions by others within those entities,
particularly during the periods in which the periodic reports required under
the Exchange Act are being prepared; (ii) have been evaluated for
effectiveness as a date within ninety (90) days prior to the filing of the
Borrower’s most recent annual or quarterly report filed with the Securities
exchange Commission; and (iii) are effective in all material respects to
perform the functions for which they were established.


 


(b)                                 Based on the evaluation of its disclosure
controls and procedures, the Borrower is not aware of (i) any significant
deficiency in the design or operation of internal controls which could
adversely affect the Borrower’s ability to record, process, summarize and
report financial data or any material weaknesses in internal controls or (ii) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Borrower’s internal controls; and


 


(c)                                  Since the date of the most recent evaluation
of such disclosure controls and procedures there have been no significant
changes in internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.


 


SECTION 7.          AFFIRMATIVE
COVENANTS.


 


7.1.             Compliance
with Bank Regulatory Requirements: Increased Costs.   If the Bank
shall reasonably determine that any Regulatory Change, or compliance by the
Bank or any Person controlling the Bank with any request or directive (whether
or not having the force of law) of any governmental authority, central bank or
comparable agency has or would have the effect of reducing the rate of return
on the Bank’s or such controlling Person’s capital as a consequence of the Bank’s
obligations hereunder to a level below that which the Bank or such controlling
Person could have achieved but for such Regulatory Change or compliance (taking
into consideration the Bank’s or such controlling Person’s policies with
respect to capital adequacy) by an amount deemed by the Bank or such
controlling Person to be material or would otherwise reduce the amount of any
sum received or receivable by the Bank under this Agreement or under any Note,
then from time to time, upon demand by the Bank (which demand shall be
accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail), the Borrower shall pay
directly to the Bank or such controlling Person such additional amount as will
compensate the Bank for such increased cost


 


19

















 


or such reduction, so long as such amounts have accrued on or after the
day which is one hundred eighty days (180) days prior to the date on which the
Bank first made demand therefor.


 


7.2.                                        Borrower Existence.   The Borrower shall at all times
(a) preserve and maintain its existence and good standing in the
jurisdiction of its organization, (b) preserve and maintain its qualification
to do business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary (other than such jurisdictions in which the
failure to be qualified or in good standing could not reasonably be expected to
have a Material Adverse Effect), and (c) continue as a going concern in
the business which the Borrower is presently conducting.


 


7.3.                                        Compliance With Laws.   The Borrower shall use the
proceeds of the Loans to make redemptions of Capital Securities from its
shareholders or for other business purposes not in contravention of any requirements
of law and not in violation of this Agreement, and shall comply, and cause each
Subsidiary to comply, in all respects, including the conduct of its business
and operations and the use of its properties and assets, with all applicable
laws, rules, regulations, decrees, orders, judgments, licenses and permits,
except where failure to comply could not reasonably be expected to have a
Material Adverse Effect. In addition, and without limiting the foregoing
sentence, the Borrower shall (a) ensure, and cause each Subsidiary to ensure,
that no person who owns a controlling interest in or otherwise controls the
Borrower or any Subsidiary is or shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by the
Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or
included in any Executive Orders, (b) not use or permit the use of the
proceeds of the Term Loan to violate any of the foreign asset control
regulations of OFAC or any enabling statute or Executive Order relating
thereto, and (c) comply, and cause each Subsidiary to comply, with all
applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended.


 


7.4.                                        Payment of Taxes and Liabilities.   The Borrower shall pay, and
cause each Subsidiary to pay, and discharge, prior to delinquency and before
penalties accrue thereon, all property and other taxes, and all governmental
charges or levies against it, as well as claims of any kind which, if unpaid,
could become a Lien (other than a Permitted Lien as defined by the Multi-Bank
Credit Agreement) on any of its property; provided
that the foregoing shall not require the Borrower or any Subsidiary
to pay any such tax or charge so long as it shall contest the validity thereof
in good faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP.


 


7.5.                                        Maintain Insurance.   The Borrower shall at all times
maintain, and cause each Subsidiary to maintain such insurance coverage as may be
required by any law or governmental regulation or court decree or order
applicable to it and such other insurance, to such extent and against such
hazards and liabilities, including employers’, public and professional
liability risks, as is customarily maintained by companies similarly situated.
The Borrower shall furnish to the Bank a certificate setting forth in
reasonable detail the nature and extent of all insurance maintained by the
Borrower.


 


20

















 


7.6.                                        ERISA Liabilities: Employee Plans.  The Borrower shall, and shall cause
each Subsidiary to, (i) keep in full force and effect any and all Employee
Plans which are presently in existence or may, from time to time, come into
existence under ERISA, and not withdraw from any such Employee Plans, unless
such withdrawal can be effected or such Employee Plans can be terminated
without liability to the Borrower; (ii) make contributions to all of such
Employee Plans in a timely manner and in a sufficient amount to comply with the
standards of ERISA; including the minimum funding standards of ERISA; (iii) comply
with all material requirements of ERISA which relate to such Employee Plans; (iv) notify
the Bank immediately upon receipt by the Borrower of any notice concerning the
imposition of any withdrawal liability or of the institution of any proceeding
or other action which may result in the termination of any such Employee
Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly
advise the Bank of the occurrence of any “Reportable Event” or “Prohibited
Transaction” (as such terms are defined in ERISA), with respect to any such
Employee Plans; and (vi) amend any Employee Plan that is intended to be
qualified within the meaning of Section 401 of the Internal Revenue Code
of 1986 to the extent necessary to keep the Employee Plan qualified, and to
cause the Employee Plan to be administered and operated in a manner that does
not cause the Employee Plan to lose its qualified status.


 


7.7.                                        Financial Statements.   The Borrower shall, and shall
cause each Subsidiary to, at all times maintain an accounting system in
accordance with GAAP, and the Borrower shall furnish to the Bank or its
authorized representatives such information regarding the business affairs, operations
and financial condition of the Borrower, including:


 


(a)                                  promptly when available, and in any event,
within one hundred (100) days (or such earlier date as the filing thereof with
the SEC may be required) after the close of Borrower’s fiscal year, a copy
of the annual audited consolidated financial statements of the Borrower and its
consolidated Subsidiaries, including consolidated balance sheet, statement of
income and retained earnings, statement of cash flows for the fiscal year then
ended and such other information (including nonfinancial information) as the
Bank may request, in reasonable detail, prepared and certified without
adverse reference to going concern value and without qualification by an
independent auditor of recognized standing; and


 


(b)                                 promptly when available, and in any event,
within forty-five (45) days (or such earlier date as the filing thereof with
the SEC may be required) following the end of each of the first three
fiscal quarters of each fiscal year, a copy of the consolidated financial
statements of the Borrower and its consolidated subsidiaries regarding such quarter,
including the consolidated balance sheet, statement of income and statement of cash
flows for the fiscal quarter then ended and such other information (including nonfinancial
information) as the Bank may request, in reasonable detail, prepared and certified
as true and correct by Borrower’s treasurer or chief financial officer.


 


No
material change with respect to such accounting principles shall be made by the
Borrower without giving prior notification to the Bank. The Borrower represents
and warrants to the Bank that the financial statements delivered to the Bank at
or prior to the execution and delivery of this Agreement and to be delivered at
all times thereafter accurately reflect in all material respects


 


21

















 


and
will accurately reflect in all material respects the consolidated financial
condition of the Borrower and its Subsidiaries. The Bank shall have the right
at all times during business hours to inspect the books and records of the
Borrower and make extracts therefrom.


 


7.8.                                        Compliance Certificate.   The Borrower shall,
contemporaneously with the furnishing of the financial statements pursuant to Section 7.7,
deliver to the Bank a duly completed certificate, dated the date of such
financial statements and certified as true and correct by an appropriate
officer of the Borrower, stating that the Borrower has not become aware of any Event
of Default or Unmatured Event of Default that has occurred and is continuing
or, if there is any such Event of Default or Unmatured Event of Default
describing it and the steps, if any, being taken to cure it.


 


7.9.                                        Notice of Proceedings. The Borrower, promptly upon becoming aware,
shall give written notice to the Bank of any litigation, arbitration or
governmental investigation or proceeding not previously disclosed by the
Borrower to the Bank which has been instituted or, to the knowledge of the Borrower,
is threatened against the Borrower or any of its Subsidiaries or to which any
of its / their respective properties is subject which might reasonably be
expected to have a Material Adverse Effect.


 


7.10.                                          Notice of Event of Default or Material
Adverse Effect.   The
Borrower shall, immediately after the commencement thereof, give notice to the
Bank in writing of the occurrence of any Event of Default or any Unmatured
Event of Default, or the occurrence of any condition or event having a Material
Adverse Effect.


 


7.11.                                          Environmental Matters.   If any release or threatened
release or other disposal of Hazardous Substances that could have a Material
Adverse Effect shall occur or shall have occurred on any real property or any
other assets of the Borrower or any of its Subsidiaries, the Borrower shall, or
shall cause the applicable Subsidiary to, cause the prompt containment and removal
of such Hazardous Substances and the remediation of such real property or other
assets as necessary to comply with all Environmental Laws and to preserve the
value of such real property or other assets. Without limiting the generality of
the foregoing, the Borrower shall, and shall cause each Subsidiary to, comply
with any Federal or state judicial or administrative order requiring the
performance at any real property of the Borrower or any Subsidiary of activities
in response to the release or threatened release of a Hazardous Substance.


 


SECTION 8.          NEGATIVE
COVENANTS.


 


8.1.                                       Encumbrances.   The Borrower shall not, either
directly or indirectly, create, assume, incur or suffer or permit to exist any
Lien or charge of any kind or character upon any asset of the Borrower, whether
owned at the date hereof or hereafter acquired, except for Permitted Liens as
defined by the Multi-Bank Credit Agreement.


 


8.2.                                       Transfer: Merger: Sales.   The Borrower shall not and not
permit any Subsidiary to, whether in one transaction or a series of
related transactions, be a party to any merger or consolidation, or purchase or
otherwise acquire all or substantially all of the assets or any Capital


 


22

















 


Securities of any class of, or any partnership or joint venture
interest in, any other Person, except as permitted by Section 9.9 of the
Multi-Bank Credit Agreement.


 


8.3.                                       Transactions with Affiliates.   The Borrower shall not and
shall not permit any Subsidiary, directly or indirectly, enter into or permit
to exist any transaction with any of its Affiliates or with any director,
officer or employee of the Borrower or such Subsidiary other than transactions
in the ordinary course of, and pursuant to the reasonable requirements of, the business
of the Borrower or such Subsidiary and upon fair and reasonable terms and are
no less favorable to the Borrower or such Subsidiary than would be obtained in
a comparable arm’s length transaction with a Person that is not an Affiliate of
the Borrower or such Subsidiary.


 


8.4.                                       Inconsistent Agreements.   The Borrower shall not and
shall not permit any Subsidiary to be a party to or to enter into any agreement
containing any provision which would be violated or breached by any borrowing
by the Borrower hereunder or by the performance by the Borrower or any
Subsidiary of any of its Obligations hereunder or under any other Loan Document.


 


8.5.                                       Use of Proceeds.   Neither the Borrower nor any of
its Subsidiaries or Affiliates shall use any portion of the proceeds of any
Loan, either directly or indirectly, for the purpose of purchasing any
securities underwritten by ABN AMRO Incorporated, LaSalle Bank Financial Services, Inc.,
or any other Affiliate of the Bank.


 


8.6.                                       Business Activities; Change of Legal Status
and Organizational Documents.
  The Borrower shall not and shall not permit any Subsidiary to
engage in any line of business other than the businesses engaged in on the date
hereof, businesses reasonably related thereto and any transportation-related
businesses.


 


SECTION 9.          EVENTS OF
DEFAULT.


 


The Borrower, without notice or demand of any kind,
shall be in default under this Agreement upon the occurrence of any of the
following events (each an “Event of Default”).


 


9.1.                                        Nonpayment of Obligations.   Any amount due and owing on any
Note or any of the Obligations, whether by its terms or as otherwise provided
herein, is not paid within five (5) days after notice from the Bank that
such amount was not paid when due.


 


9.2.                                        Misrepresentation.   Any warranty, representation,
certificate or statement of any Obligor in this Agreement, the other Loan
Documents or any other agreement with the Bank shall be false in any material
respect when made or at any time thereafter, or if any financial data or any
other information now or hereafter furnished to the Bank by or on behalf of any
Obligor shall prove to be false, inaccurate or misleading in any material
respect.


 


9.3.                                        Nonperformance.   Any failure to perform or
default in the performance of any covenant, condition or agreement contained in
this Agreement and, if capable of being cured, such failure to perform or
default in performance continues for a period of thirty (30) days after the
Borrower receives notice or knowledge from any source of such failure to perform or
default


 


23

















 


in
performance, or in the other Loan Documents or any other agreement with the
Bank and such failure to perform or default in performance continues
beyond any applicable grace or cure period.


 


9.4.                                        Default under Loan Documents.   A default under any of the
other Loan Documents, all of which covenants, conditions and agreements
contained therein are hereby incorporated in this Agreement by express
reference, shall be and constitute an Event of Default under this Agreement and
any other of the Obligations.


 


9.5.                                        Default under Other Indebtedness.   Any default by Borrower in the
payment of any Indebtedness (as defined in the Multi-Bank Credit Agreement) for
any other obligation aggregating in excess of $50,000,000 beyond any period of
grace provided with respect thereto or in the performance of any other term,
condition or covenant contained in any agreement (including any capital or
operating lease or any agreement in connection with the deferred purchase price
of property) under which any such obligation is created, the effect of which default
is to cause or permit the holder of such obligation (or the other party to such
other agreement) to cause such obligation to become due prior to its stated
maturity or terminate such other agreement.


 


9.6.                                        Default under Multi-Bank Credit Agreement.   The occurrence of any Event of Default
under, and as defined in, the Multi-Bank Credit Agreement.


 


9.7.                                        Bankruptcy, Insolvency, etc.   The Borrower or any Subsidiary
becomes insolvent or generally fails to pay, or admits in writing its inability
or refusal to pay, debts as they become due; or the Borrower or any Subsidiary
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or other custodian for the Borrower or such Subsidiary or any property
thereof, or makes a general assignment for the benefit of creditors; or, in the
absence of such application, consent or acquiescence, a trustee, receiver or
other custodian is appointed for the Borrower or any Subsidiary or for a
substantial part of the property of any thereof and is not discharged
within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, or
other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding, is commenced in respect of the Borrower
or any Subsidiary, and if such case or proceeding is not commenced by the
Borrower or such Subsidiary, it is consented to or acquiesced in by the
Borrower or such Subsidiary, or remains undismissed for sixty (60) days; or the
Borrower or such Subsidiary takes any action to authorize, or in furtherance of,
any of the foregoing.


 


9.8.                                        Judgments.   The entry of any final judgment, decree, levy,
attachment, garnishment or other process in an aggregate amount in excess of
$15,000,000 against the Borrower or any Subsidiary which is not fully covered
by insurance or indemnity (which insurance or indemnification shall not in any
way be contested) and such judgment or other process shall not have been,
within thirty (30) days from the entry thereof, (i) bonded over to the
satisfaction of the Bank and appealed, (ii) vacated, or (iii) discharged.


 


9.9.                                        Senior Debt.   Any of the Obligations shall cease to be “Senior Debt” or
“Senior Funded Debt” within the meaning of the instruments evidencing
Subordinated Indebtedness, or


 


24

















 


the subordination provisions in the instruments evidencing Subordinated
Indebtedness shall at any time and for any reason cease to be in full force and
effect.


 


SECTION 10.        REMEDIES.


 


Upon the occurrence of an Event of Default, the Bank
shall have all rights, powers and remedies set forth in the Loan Documents, in
any written agreement or instrument (other than this Agreement or the Loan
Documents) relating to any of the Obligations. Without limiting the generality
of the foregoing, the Bank may, at its option upon the occurrence of an Event
of Default, declare its commitments to the Borrower to be terminated and all
Obligations to be immediately due and payable, provided, however, that upon the
occurrence of an Event of Default under Section 9.7, all
commitments of the Bank to the Borrower shall immediately terminate and all
Obligations shall be automatically due and payable, all without demand, notice
or further action of any kind required on the part of the Bank. The
Borrower hereby waives any and all presentment, demand, notice of dishonor,
protest, and all other notices and demands in connection with the enforcement
of Bank’s rights under the Loan Documents. In addition to the foregoing:


 


10.1.                                        Rights.   The Bank may exercise, from time to time, any and
all rights and remedies available to it under applicable law in addition to,
and not in lieu of, any rights and remedies expressly granted in this Agreement
or in any other agreements between any Obligor and the Bank, and may, without
demand or notice of any kind, appropriate and apply toward the payment of such
of the Obligations, whether matured or unmatured, including costs of collection
and attorneys’ and paralegals’ fees, and in such order of application as the
Bank may, from time to time, elect, any indebtedness of the Bank to the
Borrower, however created or arising, including balances, credits, deposits,
accounts or moneys of the Borrower (in whatever currency denominated) in the
possession, control or custody of, or in transit to the Bank. The Borrower hereby
waives the benefit of any law that would otherwise restrict or limit the Bank
in the exercise of its right, which is hereby acknowledged, to appropriate at
any time hereafter any such indebtedness owing from the Bank to the Borrower.


 


10.2.                                        No Waiver.   No Event of Default shall be waived by the Bank except in
writing. No failure or delay on the part of the Bank in exercising any
right, power or remedy hereunder shall operate as a waiver of the exercise of
the same or any other right at any other time; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. There
shall be no obligation on the part of the Bank to exercise any remedy
available to the Bank in any order. The remedies provided for herein are
cumulative and not exclusive of any remedies provided at law or in equity. The
Borrower agrees that in the event that the Borrower fails to perform, observe
or discharge any of its Obligations or liabilities under this Agreement or any
other agreements with the Bank, no remedy of law will provide adequate relief
to the Bank, and further agrees that the Bank shall be entitled to temporary
and permanent injunctive relief in any such case without the necessity of
proving actual damages.


 


25

















 


SECTION 11.         MISCELLANEOUS.


 


11.1.                                        Obligations Absolute.   None of the following shall
affect the Obligations of the Borrower to the Bank under this Agreement:


 


(a)                                  acceptance or retention by the Bank of
property or any interest in property as security for the Obligations;


 


(b)                                 release by the Bank of any party liable with
respect to the Obligations;


 


(c)                                  release, extension, renewal, modification or
substitution by the Bank of any Note, or any other note evidencing any of the
Obligations, or the compromise of the liability of any party liable with
respect to the Obligations; or


 


(d)                                 failure of the Bank to resort to any security
or to pursue any other obligor liable for any of the Obligations.


 


11.2.                                        Entire Agreement.   This Agreement and the other
Loan Documents (i) are valid, binding and enforceable against the Borrower
and the Bank in accordance with their respective provisions and no conditions
exist as to their legal effectiveness; (ii) constitute the entire agreement
between the parties with respect to the subject matter hereof and thereof; and (iii) are
the final expression of the intentions of the Borrower and the Bank. No
promises, either expressed or implied, exist between the Borrower and the Bank,
unless contained herein or therein. This Agreement, together with the other
Loan Documents, supersedes all negotiations, representations, warranties,
commitments, term sheets, discussions, negotiations, offers or contracts (of
any kind or nature, whether oral or written) prior to or contemporaneous with
the execution hereof with respect to any matter, directly or indirectly related
to the terms of this Agreement and the other Loan Documents. This Agreement and
the other Loan Documents are the result of negotiations among the Bank, the
Borrower and the other parties thereto, and have been reviewed (or have had the
opportunity to be reviewed) by counsel to all such parties, and are the products
of all parties. Accordingly, this Agreement and the other Loan Documents shall not
be construed more strictly against the Bank merely because of the Bank’s
involvement in their preparation.


 


11.3.                                        Amendments; Waivers.   No delay on the part of
the Bank in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by the Bank of any
right, power or remedy preclude other or further exercise thereof, or the exercise
of any other right, power or remedy. No amendment, modification or waiver of,
or consent with respect to, any provision of this Agreement or the other Loan
Documents shall in any event be effective unless the same shall be in writing
and acknowledged by the Bank, and then any such amendment, modification, waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


11.4.                                        WAIVER OF DEFENSES.   THE BORROWER, ON BEHALF OF
ITSELF AND ANY GUARANTOR OF ANY OF THE OBLIGATIONS, WAIVES EVERY PRESENT AND
FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW
HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE BANK IN ENFORCING THIS
AGREEMENT. PROVIDED THE BANK ACTS IN GOOD FAITH, THE BORROWER RATIFIES AND
CONFIRMS WHATEVER THE BANK MAY DO


 


26

















 


PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.


 


11.5.                                        FORUM SELECTION AND CONSENT TO JURISDICTION.   ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS; PROVIDED THAT NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BANK FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF ILLINOIS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.


 


11.6.                                        WAIVER OF JURY TRIAL.   THE BANK AND THE BORROWER,
AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER
OBLIGATIONS, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANK AND
THE BORROWER ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO
THE BORROWER.


 


11.7.                                        Assignability.   The
Bank may at any time assign the Bank’s rights in this Agreement, the other
Loan Documents, the Obligations, or any part. In addition, the Bank may at
any time sell one or more participations in the Loans. The Borrower may not
sell or assign this Agreement, or any other agreement with the Bank or any
portion thereof, either voluntarily or by operation of law, without the prior
written consent of the Bank. This Agreement shall be binding upon the Bank and
the Borrower and their respective legal representatives and successors. All
references herein to the Borrower shall be deemed to include any successors, whether
immediate or remote.


 


11.8.                                        Confirmations.   The
Borrower and the Bank agree from time to time, upon written request received by
it from the other, to confirm to the other in writing the aggregate unpaid principal
amount of the Loans then outstanding under any Notes.


 


27

















 


11.9.             Confidentiality.   The Bank agrees to
use commercially reasonable efforts (equivalent to the efforts the Bank applies
to maintain the confidentiality of its own confidential information) to
maintain as confidential all information provided to it by the Borrower,
including all information designated as confidential, except that the Bank may disclose
such information (a) to Persons employed or engaged by the Bank in
evaluating, approving, structuring or administering the Loans; (b) to any
assignee or participant or potential assignee or participant that has agreed to
comply with the covenant contained in this Section 11.9 (and any
such assignee or participant or potential assignee or participant may disclose
such information to Persons employed or engaged by them as described in clause (a) above);
(c) as required or requested by any federal or state regulatory authority
or examiner, or any insurance industry association, or as reasonably believed
by the Bank to be compelled by any court decree, subpoena or legal or
administrative order or process; (d) as, on the advice of the Bank’s
counsel, is required by law; (e) in connection with the exercise of any
right or remedy under the Loan Documents or in connection with any litigation
to which the Bank is a party; (f) to any nationally recognized rating
agency that requires access to information about the Bank’s investment
portfolio in connection with ratings issued with respect to the Bank; (g) to
any Affiliate of the Bank who may provide Bank Products to the Borrower or
any Subsidiary, or (h) that ceases to be confidential through no fault of
the Bank.


 


11.10.                                          Binding Effect.   This Agreement shall become
effective upon execution by the Borrower and the Bank. If this Agreement is not
dated or contains any blanks when executed by the Borrower, the Bank is hereby
authorized, without notice to the Borrower, to date this Agreement as of the
date when it was executed by the Borrower, and to complete any such blanks
according to the terms upon which this Agreement is executed.


 


11.11.                                          Governing Law.   This Agreement, the Loan
Documents and the Notes shall be delivered and accepted in and shall be deemed
to be contracts made under and governed by the internal laws of the State of
Illinois (but giving effect to federal laws applicable to national banks)
applicable to contracts made and to be performed entirely within such state,
without regard to conflict of laws principles.


 


11.12.                                          Enforceability.   Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by, unenforceable or invalid under any
jurisdiction, such provision shall as to such jurisdiction, be severable and be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


11.13.                                          Survival of Borrower Representations.   All covenants, agreements,
representations and warranties made by the Borrower herein shall,
notwithstanding any investigation by the Bank, be deemed material and relied
upon by the Bank and shall survive the making and execution of this Agreement
and the Loan Documents and the issuance of the Notes, and shall be deemed to be
in full force and effect until such time as the Borrower has fulfilled all of
its Obligations to the Bank, and the Bank has been indefeasibly paid in full in
cash. The Bank, in extending financial accommodations to the Borrower, is
expressly acting and relying on the aforesaid representations and warranties.


 


28

















 


11.14.                                          Extensions of Bank’s Commitment.   This Agreement shall secure and
govern the terms of (i) any extensions or renewals of the Bank’s
commitment hereunder, and (ii) any replacement notes executed by the
Borrower and accepted by the Bank in its sole and absolute discretion in
substitution for any Note.


 


11.15.                                          Time of Essence.   Time is of the essence in
making payments of all amounts due the Bank under this Agreement and in the
performance and observance by the Borrower of each covenant, agreement,
provision and term of this Agreement.


 


11.16.                                          Counterparts; Facsimile Signatures.   This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Agreement. Receipt of an executed signature page to this Agreement by
facsimile or other electronic transmission shall constitute effective delivery
thereof. Electronic records of executed Loan Documents maintained by the Bank
shall deemed to be originals thereof.


 


11.17.                                          Notices.   Except as otherwise provided herein, the Borrower waives
all notices and demands in connection with the enforcement of the Bank’s rights
hereunder. All notices, requests, demands and other communications provided for
hereunder shall be in writing and addressed as follows:


 


	
  To
  the Borrower:

  	
  J.
  B. Hunt Transport Services, Inc.

  
	
   

  	
  615
  J. B. Hunt Corporate Drive 

  Lowell, Arkansas 72745 

  Attention: Vice President, Treasurer

  
	
   

  	
   

  
	
  To
  the Lender:

  	
  LaSalle
  Bank National Association

  
	
   

  	
  Atlanta
  Financial Center, Suite 500 

  3343 Peachtree Road, N.E. 

  Atlanta, Georgia 30326 

  Attention: Surface Transportation

  



 


or,
as to each party, at such other address as shall be designated by such party in
a written notice to each other party complying as to delivery with the terms of
this subsection. All notices addressed as above shall be deemed to have been
properly given (i) if served in person, upon acceptance or refusal of
delivery; (ii) if mailed by certified or registered mail, return receipt
requested, postage prepaid, on the third (3rd) day following the day such
notice is deposited in any post office station or letter box; or (iii) if
sent by recognized overnight courier, on the first (1st) day following the day
such notice is delivered to such carrier. No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances.


 


11.18.                                          Release of Claims Against Bank.   In consideration of the Bank
making the Loans, the Borrower and all other Obligors do each hereby release
and discharge the Bank of and from any and all claims, harm, injury, and damage
of any and every kind, known or unknown, legal or


 


29

















 


equitable, which Borrower may have against the Bank from the date
of their respective first contact with the Bank until the date of this Loan
Agreement, including any claim arising from any reports (environmental reports,
surveys, appraisals, etc.) prepared by any parties hired or recommended by the
Bank. The Borrower and all other Obligors confirm to Bank that they have
reviewed the effect of this release with competent legal counsel of their
choice, or have been afforded the opportunity to do so, prior to execution of
this Agreement and the Loan Documents and do each acknowledge and agree that
the Bank is relying upon this release in extending the Loans to the Borrower.


 


11.19                                         Costs, Fees and Expenses.   The Borrower shall pay or
reimburse the Bank for all reasonable costs, fees and expenses incurred by the
Bank or for which the Bank becomes obligated in connection with the
negotiation, preparation, consummation, collection of the Obligations or
enforcement of this Agreement, the other Loan Documents and all other documents
provided for herein or delivered or to be delivered hereunder or in connection
herewith (including any amendment, supplement or waiver to any Loan Document),
or during any workout, restructuring or negotiations in respect thereof,
including reasonable consultants’ fees and attorneys’ fees and time charges of
counsel to the Bank, which shall also include attorneys’ fees and time charges
of attorneys who may be employees of the Bank or any Affiliate of the
Bank, plus costs and expenses of such attorneys or of the Bank; search fees,
costs and expenses; and all taxes (other than taxes based upon the income of
the Bank) payable in connection with this Agreement or the other Loan
Documents, whether or not the transaction contemplated hereby shall be
consummated. In furtherance of the foregoing, the Borrower shall pay any and
all stamp and other taxes, UCC search fees, filing fees and other costs and
expenses in connection with the execution and delivery of this Agreement, the
Notes and the other Loan Documents to be delivered hereunder, and agrees to
save and hold the Bank harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such costs
and expenses. That portion of the Obligations consisting of costs, expenses or
advances to be reimbursed by the Borrower to the Bank pursuant to this
Agreement or the other Loan Documents which are not paid on or prior to the
date hereof shall be payable by the Borrower to the Bank on demand. If at any
time or times hereafter the Bank: (a) employs counsel for advice or other
representation (i) with respect to this Agreement or the other Loan
Documents, (ii) to represent the Bank in any litigation, contest, dispute,
suit or proceeding or to commence, defend, or intervene or to take any other
action in or with respect to any litigation, contest, dispute, suit, or
proceeding (whether instituted by the Bank, the Borrower, or any other Person)
in any way or respect relating to this Agreement, the other Loan Documents or
the Borrower’s business or affairs, or (iii) to enforce any rights of the
Bank against the Borrower or any other Person that may be obligated to the
Bank by virtue of this Agreement or the other Loan Documents; (b) takes
any action to protect, collect, sell, liquidate, or otherwise dispose of any of
the Collateral; and/or (c) attempts to or enforces any of the Bank’s
rights or remedies under the Agreement or the other Loan Documents, the costs
and expenses incurred by the Bank in any manner or way with respect to the
foregoing, shall be part of the Obligations, payable by the Borrower to
the Bank on demand.


 


11.21.                                         Indemnification.   The Borrower agrees to defend
(with counsel satisfactory to the Bank), protect, indemnify, exonerate and hold
harmless each Indemnified Party from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,


 


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costs,
expenses and distributions of any kind or nature (including the disbursements
and the reasonable fees of counsel for each Indemnified Party thereto, which
shall also include, without limitation, reasonable attorneys’ fees and time
charges of attorneys who may be employees of any Indemnified Party), which
may be imposed on, incurred by, or asserted against, any Indemnified Party
(whether direct, indirect or consequential and whether based on any federal,
state or local laws or regulations, including securities laws, Environmental
Laws, commercial laws and regulations, under common law or in equity, or based
on contract or otherwise) in any manner relating to or arising out of this
Agreement or any of the Loan Documents, or any act, event or transaction
related or attendant thereto, the preparation, execution and delivery of this Agreement
and the Loan Documents, including the making or issuance and management of the
Loans, the use or intended use of the proceeds of the Loans, the enforcement of
the Bank’s rights and remedies under this Agreement, the Loan Documents, the
Notes, any other instruments and documents delivered hereunder, or under any
other agreement between the Borrower and the Bank; provided, however, that the
Borrower shall not have any obligations hereunder to any Indemnified Party with
respect to matters determined by a court of competent jurisdiction by final and
nonappealable judgment to have been caused by or resulting from the willful
misconduct or gross negligence of such Indemnified Party. To the extent that
the undertaking to indemnify set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, the Borrower shall
satisfy such undertaking to the maximum extent permitted by applicable law. Any
liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity
shall be paid to each Indemnified Party on demand, and failing prompt payment,
together with interest thereon at the Default Rate from the date incurred by
each Indemnified Party until paid by the Borrower, shall be added to the
Obligations of the Borrower. The provisions of this Section shall survive
the satisfaction and payment of the other Obligations and the termination of
this Agreement.


 


11.21.                                          Revival and Reinstatement of Obligations.   If the incurrence or payment of
the Obligations by any Obligor or the transfer to the Bank of any property
should for any reason subsequently be declared to be void or voidable under any
state or federal law relating to creditors’ rights, including provisions of the
Bankruptcy Code relating to fraudulent conveyances, preferences, or other
voidable or recoverable payments of money or transfers of property
(collectively, a “Voidable Transfer”), and if the Bank is required to repay or
restore, in whole or in part, any such Voidable Transfer, or elects to do so upon
the reasonable advice of its counsel, then, as to any such Voidable Transfer,
or the amount thereof that the Bank is required or elects to repay or restore,
and as to all reasonable costs, expenses, and attorneys fees of the Bank, the
Obligations shall automatically shall be revived, reinstated, and restored and
shall exist as though such Voidable Transfer had never been made.


 


11.22.                                          Customer Identification - USA Patriot Act
Notice.   The Bank
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26,
2001) (the “Act”), and the Bank’s policies and practices, the Bank is required
to obtain, verify and record certain information and documentation that
identifies the Borrower, which information includes the name and address of the
Borrower and such other information that will allow the Bank to identify the
Borrower in accordance with the Act.


 


[SIGNATURE PAGE TO FOLLOW]


 


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IN WITNESS WHEREOF, the Borrower and the Bank have executed this Loan
Agreement as of the date first above written.


 


 


	
   

  	
  J. B. HUNT TRANSPORT SERVICES, INC., 

  an Arkansas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kirk
  Thompson

  
	
   

  	
   

  	
  Name:

  	
   Kirk
  Thompson

  
	
   

  	
   

  	
  Title:

  	
   Chief
  Executive Officer

  



 


Accepted and Agreed:


 


LASALLE BANK NATIONAL
ASSOCIATION, 

a national banking association


 


 


	
  By:

  	
  /s/
  Nick T. Weaver

  	
   

  
	
   

  	
  Name:

  	
  Nick
  T. Weaver

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  



 


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