Exhibit 10.1


EXECUTION COPY


J.B. HUNT TRANSPORT, INC.

J.B. HUNT TRANSPORT SERVICES, INC.


MASTER NOTE PURCHASE
AGREEMENT


Dated as of July 15, 2007


$1,500,000,000
Aggregate Principal Amount


Senior Notes Issuable in Series


Initial
Issuance of


$200,000,000 6.08% Senior Notes due July 26, 2014


PPN: 44565# AE1


















TABLE
OF CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  AUTHORIZATION OF NOTES

  	
   

  	
  1

  
	
   

  	
  1.1

  	
  Description of Notes to be Issued

  	
   

  	
  1

  
	
   

  	
  1.2

  	
  Additional Series of Notes

  	
   

  	
  1

  
	
   

  	
  1.3

  	
  Parent Guaranty

  	
   

  	
  2

  
	
   

  	
  1.4

  	
  Floating Interest Rate Provisions for Floating Rate
  Notes

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND PURCHASE OF NOTES

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CLOSING

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  CONDITIONS TO CLOSING

  	
   

  	
  4

  
	
   

  	
  4.1

  	
  Representations and Warranties

  	
   

  	
  4

  
	
   

  	
  4.2

  	
  Performance; No Default

  	
   

  	
  4

  
	
   

  	
  4.3

  	
  Compliance Certificates

  	
   

  	
  4

  
	
   

  	
  4.4

  	
  Opinions of Counsel

  	
   

  	
  5

  
	
   

  	
  4.5

  	
  Purchase Permitted By Applicable Law, etc.

  	
   

  	
  5

  
	
   

  	
  4.6

  	
  Sale of Other Notes

  	
   

  	
  5

  
	
   

  	
  4.7

  	
  Payment of Special Counsel Fees

  	
   

  	
  5

  
	
   

  	
  4.8

  	
  Private Placement Numbers

  	
   

  	
  5

  
	
   

  	
  4.9

  	
  Changes in Corporate Structure

  	
   

  	
  6

  
	
   

  	
  4.10

  	
  Parent Guaranty

  	
   

  	
  6

  
	
   

  	
  4.11

  	
  Funding Instructions

  	
   

  	
  6

  
	
   

  	
  4.12

  	
  Proceedings and Documents

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  	
   

  	
  6

  
	
   

  	
  5.1

  	
  Organization; Power and Authority

  	
   

  	
  6

  
	
   

  	
  5.2

  	
  Authorization, etc.

  	
   

  	
  7

  
	
   

  	
  5.3

  	
  Disclosure

  	
   

  	
  7

  
	
   

  	
  5.4

  	
  Organization and Ownership of Shares of
  Subsidiaries; Affiliates

  	
   

  	
  7

  
	
   

  	
  5.5

  	
  Financial Statements; Material Liabilities

  	
   

  	
  8

  
	
   

  	
  5.6

  	
  Compliance with Laws, Other Instruments, etc.

  	
   

  	
  8

  
	
   

  	
  5.7

  	
  Governmental Authorizations, etc.

  	
   

  	
  9

  
	
   

  	
  5.8

  	
  Litigation; Observance of Statutes and Orders

  	
   

  	
  9

  
	
   

  	
  5.9

  	
  Taxes

  	
   

  	
  9

  
	
   

  	
  5.10

  	
  Title to Property; Leases

  	
   

  	
  10

  
	
   

  	
  5.11

  	
  Licenses, Permits, etc.

  	
   

  	
  10

  
	
   

  	
  5.12

  	
  Compliance with ERISA

  	
   

  	
  10

  
	
   

  	
  5.13

  	
  Private Offering by the Company

  	
   

  	
  11

  
	
   

  	
  5.14

  	
  Use of Proceeds; Margin Regulations

  	
   

  	
  12

  
	
   

  	
  5.15

  	
  Existing Indebtedness; Future Liens

  	
   

  	
  12

  
	
   

  	
  5.16

  	
  Foreign Assets Control Regulations, etc.

  	
   

  	
  13

  
	
   

  	
  5.17

  	
  Status under Certain Statutes

  	
   

  	
  13

  
						



 



 i
 









 


	
  

  	
  5.18

  	
  Environmental Matters

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS OF THE PURCHASERS

  	
   

  	
  14

  
	
   

  	
  6.1

  	
  Purchase for Investment

  	
   

  	
  14

  
	
   

  	
  6.2

  	
  Source of Funds

  	
   

  	
  14

  
	
   

  	
  6.3

  	
  Accredited Investor

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  INFORMATION AS TO PARENT

  	
   

  	
  16

  
	
   

  	
  7.1

  	
  Financial and Business Information

  	
   

  	
  16

  
	
   

  	
  7.2

  	
  Officer’s Certificate

  	
   

  	
  18

  
	
   

  	
  7.3

  	
  Electronic Delivery

  	
   

  	
  19

  
	
   

  	
  7.4

  	
  Visitation

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  PREPAYMENT OF THE NOTES

  	
   

  	
  20

  
	
   

  	
  8.1

  	
  Required Prepayments

  	
   

  	
  20

  
	
   

  	
  8.2

  	
  Optional Prepayments

  	
   

  	
  20

  
	
   

  	
  8.3

  	
  Mandatory Offer to Prepay Upon Change of Control

  	
   

  	
  21

  
	
   

  	
  8.4

  	
  Allocation of Partial Prepayments

  	
   

  	
  22

  
	
   

  	
  8.5

  	
  Maturity; Surrender, etc.

  	
   

  	
  22

  
	
   

  	
  8.6

  	
  Purchase of Notes

  	
   

  	
  23

  
	
   

  	
  8.7

  	
  Make-Whole Amount

  	
   

  	
  23

  
	
   

  	
  8.8

  	
  LIBOR Breakage Amount

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  25

  
	
   

  	
  9.1

  	
  Compliance with Law

  	
   

  	
  25

  
	
   

  	
  9.2

  	
  Insurance

  	
   

  	
  25

  
	
   

  	
  9.3

  	
  Maintenance of Properties

  	
   

  	
  25

  
	
   

  	
  9.4

  	
  Payment of Taxes and Claims

  	
   

  	
  25

  
	
   

  	
  9.5

  	
  Corporate Existence, etc.

  	
   

  	
  26

  
	
   

  	
  9.6

  	
  Books and Records

  	
   

  	
  26

  
	
   

  	
  9.7

  	
  Subsidiary Guaranty; Release

  	
   

  	
  26

  
	
   

  	
  9.8

  	
  Pari Passu Ranking

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  NEGATIVE COVENANTS

  	
   

  	
  27

  
	
   

  	
  10.1

  	
  Ratio of Adjusted Debt to Cash Flow

  	
   

  	
  27

  
	
   

  	
  10.2

  	
  Fixed Charge Coverage Ratio

  	
   

  	
  27

  
	
   

  	
  10.3

  	
  Priority Debt

  	
   

  	
  27

  
	
   

  	
  10.4

  	
  Liens

  	
   

  	
  28

  
	
   

  	
  10.5

  	
  Subsidiary Indebtedness

  	
   

  	
  29

  
	
   

  	
  10.6

  	
  Mergers, Consolidations, etc.

  	
   

  	
  29

  
	
   

  	
  10.7

  	
  Sale of Assets

  	
   

  	
  30

  
	
   

  	
  10.8

  	
  Nature of Business

  	
   

  	
  31

  
	
   

  	
  10.9

  	
  Transactions with Affiliates

  	
   

  	
  32

  
	
   

  	
  10.10

  	
  Terrorism Sanctions Regulations

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  EVENTS OF DEFAULT

  	
   

  	
  32

  



 



 ii
 









 


	
  12.

  	
  REMEDIES ON DEFAULT, ETC.

  	
   

  	
  34

  
	
   

  	
  12.1

  	
  Acceleration

  	
   

  	
  34

  
	
   

  	
  12.2

  	
  Other Remedies

  	
   

  	
  35

  
	
   

  	
  12.3

  	
  Rescission

  	
   

  	
  35

  
	
   

  	
  12.4

  	
  No Waivers or Election of Remedies, Expenses, etc.

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES

  	
   

  	
  36

  
	
   

  	
  13.1

  	
  Registration of Notes

  	
   

  	
  36

  
	
   

  	
  13.2

  	
  Transfer and Exchange of Notes

  	
   

  	
  36

  
	
   

  	
  13.3

  	
  Replacement of Notes

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  PAYMENTS ON NOTES

  	
   

  	
  37

  
	
   

  	
  14.1

  	
  Place of Payment

  	
   

  	
  37

  
	
   

  	
  14.2

  	
  Home Office Payment

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  EXPENSES, ETC.

  	
   

  	
  38

  
	
   

  	
  15.1

  	
  Transaction Expenses

  	
   

  	
  38

  
	
   

  	
  15.2

  	
  Survival

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  AMENDMENT AND WAIVER

  	
   

  	
  39

  
	
   

  	
  17.1

  	
  Requirements

  	
   

  	
  39

  
	
   

  	
  17.2

  	
  Solicitation of Holders of Notes

  	
   

  	
  39

  
	
   

  	
  17.3

  	
  Binding Effect, etc.

  	
   

  	
  40

  
	
   

  	
  17.4

  	
  Notes Held by Company, etc.

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  NOTICES

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  REPRODUCTION OF DOCUMENTS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  CONFIDENTIAL INFORMATION

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  SUBSTITUTION OF PURCHASER

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  MISCELLANEOUS

  	
   

  	
  42

  
	
   

  	
  22.1

  	
  Successors and Assigns

  	
   

  	
  42

  
	
   

  	
  22.2

  	
  Payments Due on Non-Business Days

  	
   

  	
  43

  
	
   

  	
  22.3

  	
  Accounting Terms

  	
   

  	
  43

  
	
   

  	
  22.4

  	
  Severability

  	
   

  	
  43

  
	
   

  	
  22.5

  	
  Construction

  	
   

  	
  43

  
	
   

  	
  22.6

  	
  Counterparts

  	
   

  	
  43

  
	
   

  	
  22.7

  	
  Governing Law

  	
   

  	
  44

  
	
   

  	
  22.8

  	
  Jurisdiction and Process; Waiver of Jury Trial

  	
   

  	
  44

  



 



 iii
 









 


	
  SCHEDULE A

  	
  —

  	
   

  	
  Information Relating to Purchasers

  
	
  SCHEDULE B

  	
  —

  	
   

  	
  Defined Terms

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 5.3

  	
  —

  	
   

  	
  Disclosure

  
	
  SCHEDULE 5.4

  	
  —

  	
   

  	
  Organization and Ownership of Shares of
  Subsidiaries; Affiliates

  
	
  SCHEDULE 5.5

  	
  —

  	
   

  	
  Financial Statements

  
	
  SCHEDULE 5.8

  	
  —

  	
   

  	
  Litigation

  
	
  SCHEDULE 5.14

  	
  —

  	
   

  	
  Use of Proceeds

  
	
  SCHEDULE 5.15

  	
  —

  	
   

  	
  Existing Indebtedness

  
	
  SCHEDULE 10.4

  	
  —

  	
   

  	
  Liens

  
	
  SCHEDULE 10.5

  	
  —

  	
   

  	
  Subsidiary Indebtedness

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT 1.1

  	
  —

  	
   

  	
  Form of Series 2007 Note

  
	
  EXHIBIT 1.2

  	
  —

  	
   

  	
  Form of Supplement

  
	
  EXHIBIT 1.3

  	
  —

  	
   

  	
  Form of Parent Guaranty

  
	
  EXHIBIT 4.4(a)

  	
  —

  	
   

  	
  Form of Opinion of Special Counsel for the Company

  
	
  EXHIBIT 4.4(b)

  	
  —

  	
   

  	
  Form of Opinion of Special Counsel to the Purchasers

  
	
  EXHIBIT 9.7

  	
  —

  	
   

  	
  Form of Subsidiary Guaranty

  



 



 iv















J.B. HUNT TRANSPORT, INC.

J.B. HUNT TRANSPORT SERVICES, INC.

615 J.B. Hunt Corporate Drive

Lowell, AR 72745

Phone: 479-820-8762

Fax: 479-820-8896


$1,500,000,000 Aggregate Principal Amount

Senior Notes Issuable in Series


Initial Issuance of

$200,000,000 6.08% Senior Notes due July 26, 2014


Dated as of July 15, 2007


TO EACH OF THE PURCHASERS LISTED IN


THE ATTACHED SCHEDULE A:


Ladies and Gentlemen:


J.B. HUNT TRANSPORT
SERVICES, INC., an Arkansas corporation (the “Parent”), and J.B. HUNT
TRANSPORT, INC., a Georgia corporation and a Subsidiary of the Parent (the “Company”),
agree with you as follows:


1.             AUTHORIZATION
OF NOTES.


1.1          Description of Notes to
be Issued.


The Company has authorized the issue and sale of
$200,000,000 aggregate principal amount of its 6.08% Senior Notes due July 26,
2014 (the “Series 2007 Notes”).  The
Series 2007 Notes shall be substantially in the form set out in
Exhibit 1.1, with such changes therefrom, if any, as may be approved by
the Purchasers and the Company.  Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.


1.2          Additional Series of
Notes.


In addition to the issuance and sale of the Series
2007 Notes, the Company may from time to time issue and sell one or more
additional series of notes (the “Additional Notes” and together with the Series
2007 Notes, the “Notes,” such term to include any such Notes issued in
substitution therefor pursuant to Section 13 of this Agreement) pursuant to
this Agreement, provided that the aggregate principal amount of all Notes
issued pursuant to this Agreement shall not exceed $1,500,000,000.  Each series of Additional Notes will be
issued pursuant to a













supplement to this
Agreement (a “Supplement”) in substantially the form of Exhibit 1.2, and
will be subject to the following terms and conditions:


(a)           the designation of each series of  Additional Notes shall distinguish such
series from the Notes of all other series;


(b)           each series of Additional Notes may consist
of different and separate tranches and may differ as to outstanding principal
amounts, maturity dates, interest rates and premiums or make-whole amounts, if
any, and price and terms of redemption or payment prior to maturity;


(c)           all Notes issued under this Agreement,
including pursuant to any Supplement, shall rank pari passu
with each other and shall constitute Senior Indebtedness;


(d)           each series of Additional Notes shall be
dated the date of issue, bear interest at such rate or rates, mature on such
date or dates, be subject to such mandatory or optional prepayments, if any, on
the dates and with the make-whole amounts, premiums or breakage amounts, if
any, as are provided in the Supplement under which such Additional Notes are
issued, and shall have such additional or different conditions precedent to
closing and such additional or different representations and warranties or,
subject to Section 1.2(e), other terms and provisions as shall be specified in
such Supplement;


(e)           any additional or more restrictive covenants,
Defaults, Events of Default, rights or similar provisions that are added by a
Supplement for the benefit of the series of Notes to be issued pursuant to such
Supplement shall apply to all outstanding Notes, whether or not the Supplement
so provides; and


(f)            except to the extent provided in foregoing
clause (d), all of the provisions of this Agreement shall apply to all
Additional Notes.


1.3          Parent Guaranty.


The payment by the Company of all amounts due with
respect to the Notes and the performance by the Company of its obligations
under this Agreement will be guaranteed by the Parent pursuant to the Parent
Guaranty in substantially the form of the attached Exhibit 1.3, as it hereafter
may be amended or supplemented from time to time (the “Parent Guaranty”).


1.4          Floating Interest Rate
Provisions for Floating Rate Notes.


(a)           Adjusted LIBOR Rate.  “Adjusted
LIBOR Rate” means, for each Interest Period, the rate per annum equal
to LIBOR for such Interest Period plus the percentage applicable to a series or
tranche of floating rate Notes.  For
purposes of determining Adjusted LIBOR Rate, the following terms have the
following meanings:


“LIBOR” means,
for any Interest Period, the rate per annum (rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percentage



 2
 









point) for deposits in
U.S. Dollars for a 3-month period (or such other period as is specified in the
applicable Supplement) that appears on the Bloomberg Financial Markets Service
Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) as
of 11:00 a.m. (London, England time) on the date two Business Days before the
commencement of such Interest Period (or three Business Days before the
commencement of the first Interest Period).


“Reuters
Screen LIBO Page” means the display designated as the “LIBO”
page on the Reuters Monitory Money Rates Service (or such other page as may
replace the LIBO page on that service) or such other service as may be
nominated by the British Bankers’ Association as the information vendor for the
purpose of displaying British Bankers’ Association Interest Settlement Rates
for U.S. Dollar deposits.


(b)           Determination of the Adjusted LIBOR Rate.  The Adjusted LIBOR Rate shall be determined
by the Company, and notice thereof shall be given to the holders of the
applicable series or tranche of floating rate Notes, within two Business Days
after the beginning of each Interest Period, together with (i) a copy of the
relevant screen used for the determination of LIBOR, (ii) a calculation of the
Adjusted LIBOR Rate for such Interest Period, (iii) the number of days in
such Interest Period, (iv) the date on which interest for such Interest Period
will be paid and (v) the amount of interest to be paid to each holder of Notes
of such series or tranche on such date. 
If the holders of a majority in principal amount of the Notes of such
series or tranche outstanding do not concur with such determination by the
Company, as evidenced by a single written notice delivered to the Company
within 10 Business Days after receipt by such holders of the notice delivered
by the Company pursuant to the immediately preceding sentence, the
determination of the Adjusted LIBOR Rate shall be made by such holders of the
Notes, and any such determination made in accordance with the provisions of
this Agreement shall be conclusive and binding absent manifest error.


(c)           Interest Period.  “Interest
Period” means for any series or tranche of floating rate Notes and
for any period for which interest is to be calculated or paid, the period
commencing on an interest payment date for such series or tranche of floating
rate Notes, or on the date of Closing in the case of the first such period, and
continuing up to, but not including, the next interest payment date.


2.             SALE AND PURCHASE OF
NOTES.


Subject to the terms and conditions of this Agreement,
the Company will issue and sell to you and each of the other purchasers named
in Schedule A (the “Other Purchasers”), and you and the Other Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Notes
in the principal amount specified opposite your names in Schedule A at the
purchase price of 100% of the principal amount thereof.  Your obligation hereunder and the obligations
of the Other Purchasers are several and not joint obligations and you shall
have no obligation and no liability to any Person for the performance or
non-performance by any Other Purchaser hereunder.



 3
 









3.             CLOSING.


The sale and purchase of the Series 2007 Notes to be
purchased by you and the Other Purchasers shall occur at the offices of Foley
& Lardner LLP, 321 North Clark Street, Suite 2800, Chicago, Illinois
60610-4764, at 9:00 a.m., Chicago time, at a closing (the “Closing”) on July
26, 2007 or on such other Business Day thereafter as may be agreed upon by the
Company and you and the Other Purchasers. 
The date or time of the Closing may be changed to such other Business
Day as may be agreed upon by the Company and the Purchasers.  At the Closing, the Company will deliver to
you the Series 2007 Notes to be purchased by you in the form of a single Note
(or such greater number of Notes in denominations of at least $500,000 as you
may request) dated the date of such Closing and registered in your name (or in
the name of your nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase price therefor by
wire transfer for the account of the Company to account number 5800299264  at LaSalle Bank, N.A., 135 South LaSalle Street, Chicago,
Illinois 60603, ABA number 071000505.  If
at the Closing the Company shall fail to tender such Notes to you as provided
above in this Section 3, or any of the conditions specified in Section 4
shall not have been fulfilled to your satisfaction, you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.


4.             CONDITIONS
TO CLOSING.


Your obligation to purchase and pay for the Notes to
be sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:


4.1          Representations and
Warranties.


The representations and warranties of the Parent and
the Company in this Agreement shall be correct when made and at the time of the
Closing.


4.2          Performance; No Default.


The Parent and the Company shall have performed and
complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by them prior to or at the Closing,
and, after giving effect to the issue and sale of the
Series 2007 Notes (and the application of the proceeds thereof as
contemplated by Section 5.14), no Default or Event of Default shall have
occurred and be continuing.  Neither the
Parent nor any Subsidiary shall have entered into any transaction since
December 31, 2006 that would have been prohibited by Section 10 had such
Section applied since such date.


4.3          Compliance Certificates.


(a)           Officer’s Certificate.  Each of the Parent and the Company shall have
delivered to you an Officer’s Certificate, dated the date of Closing,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.



 4
 









(b)           Secretary’s Certificates.  Each of the Parent and the Company shall have
delivered to you a certificate of its Secretary or an Assistant Secretary,
dated the date of Closing, certifying as to the resolutions attached thereto
and other corporate proceedings relating to the authorization, execution and
delivery of the Notes and this Agreement.


4.4          Opinions of Counsel.


You shall have received opinions in form and substance
satisfactory to you, dated the date of such Closing (a) from Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C., counsel for the Parent and the
Company, covering the matters set forth in Exhibit 4.4(a) and covering such
other matters incident to the transactions contemplated hereby as you or your
counsel may reasonably request (and the Company instructs its counsel to
deliver such opinion to you), and (b) from Foley & Lardner LLP, your
special counsel in connection with such transactions, substantially in the form
set forth in Exhibit 4.4(b) and covering such other matters incident to
such transactions as you may reasonably request.


4.5          Purchase Permitted By
Applicable Law, etc.


On the date of the Closing, your purchase of Notes
shall (i) be permitted by the laws and regulations of each jurisdiction to
which you are subject, without recourse to provisions (such as Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular
investment, (ii) not violate any applicable law or regulation (including,
without limitation, Regulation U, T or X of the Board of Governors of the
Federal Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or
regulation was not in effect on the date hereof.  If requested by you, you shall have received
an Officer’s Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.


4.6          Sale of Other Notes.


Contemporaneously with the Closing, the Company shall
sell to the Other Purchasers and the Other Purchasers shall purchase the Notes
to be purchased by them as specified in Schedule A.


4.7          Payment of Special
Counsel Fees.


Without limiting the provisions of Section 15.1,
the Company shall have paid on or before the Closing the fees, charges and
disbursements of your special counsel to the extent reflected in a statement of
such counsel rendered to the Company at least one Business Day prior to the
Closing.


4.8          Private Placement
Numbers.


Private Placement Numbers issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been
obtained by Foley & Lardner LLP for the Series 2007 Notes.



 5
 









4.9          Changes in Corporate
Structure.


Neither the Parent nor the Company shall have changed
its jurisdiction of incorporation or been a party to any merger or
consolidation or succeeded to all or any substantial part of the liabilities of
any other entity, at any time since December 31, 2006.


4.10        Parent Guaranty.


The Parent shall have executed and delivered the
Parent Guaranty and you shall have received an executed counterpart thereof.


4.11        Funding Instructions.


At least three Business Days prior to the date of the
Closing, you shall have received written instructions signed by a Responsible
Officer on letterhead of the Company confirming the information specified in
Section 3 including (i) the name and address of the transferee bank, (ii) such
transferee bank’s ABA number and (iii) the account name and number into which
the purchase price for the Notes is to be deposited.


4.12        Proceedings and Documents.


All corporate and other proceedings in connection with
the transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.


5.             REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.


The Parent and the Company, jointly and severally,
represent and warrant to you that:


5.1          Organization; Power and
Authority.


Each of the Parent and the Company is a corporation
duly incorporated and validly existing and in good standing under the laws of
its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each of the Parent and the
Company has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement, and
the Notes (in the case of the Company) and the Parent Guaranty (in the case of
the Parent) and to perform the provisions hereof and thereof.



 6
 









5.2          Authorization, etc.


This Agreement and the Notes have been duly authorized
by all necessary corporate action on the part of the Company, and this
Agreement constitutes, and upon execution and delivery thereof each Note will
constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization, ,
fraudulent conveyance, fraudulent transfer, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


This Agreement and the Parent Guaranty have been duly
authorized by all necessary corporate action on the part of the Parent, and
this Agreement constitutes, and upon execution and delivery thereof the Parent
Guaranty will constitute the legal, valid and binding obligation of the Parent,
enforceable against the Parent in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


5.3          Disclosure.


The Parent and the Company, through their agents,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., have delivered
to you and each Other Purchaser a copy of a Private Placement Memorandum, dated
July 2007 (the “Memorandum”), relating to the transactions contemplated
hereby.  The Memorandum fairly describes,
in all material respects, the general nature of the business and principal
properties of the Parent and its Subsidiaries. 
This Agreement, the Memorandum (including the Parent’s SEC filings
referred to therein), the documents, certificates or other writings identified
in Schedule 5.3 by or on behalf of the Parent in connection with the
transactions contemplated hereby and the financial statements listed in
Schedule 5.5, in each case, delivered to the Purchasers prior to July 17, 2007
(this Agreement, the Memorandum and such documents, certificates or other
writings and such financial statements being referred to, collectively, as the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made.  Except as disclosed in
the Disclosure Documents, since December 31, 2006, there has been no change in
the financial condition, operations, business or properties of the Parent or
any Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.  There is no fact known to the Parent or the
Company that could reasonably be expected to have a Material Adverse Effect
that has not been set forth herein or in the Disclosure Documents.


5.4          Organization and
Ownership of Shares of Subsidiaries; Affiliates.


(a)           Schedule 5.4 contains (except as noted
therein) complete and correct lists of (i) the Parent’s Subsidiaries,
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of
its organization and the percentage of shares of each class of its capital



 7
 









stock or similar equity interests outstanding owned by the Parent and
each other Subsidiary, (ii) the Parent’s Affiliates, other than
Subsidiaries, and (iii) the Parent’s directors and senior officers.


(b)           All of the outstanding shares of capital
stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as
being owned by the Parent and its Subsidiaries have been validly issued, are
fully paid and nonassessable and are owned by the Parent or another Subsidiary
(except as otherwise disclosed in Schedule 5.4) free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).


(c)           Each Subsidiary identified in Schedule 5.4 is
a corporation or other legal entity duly organized, validly existing and in
good standing or equivalent status under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to
be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  Each such Subsidiary has the corporate or
other power and authority to own or hold under lease the properties it purports
to own or hold under lease and to transact the business it transacts and
proposes to transact.


(d)           No Subsidiary is a party to, or otherwise
subject to any legal, regulatory, contractual or other restriction restricting
the ability of such Subsidiary to pay dividends out of profits or make any
other similar distributions of profits to the Parent or any of its Subsidiaries
that owns outstanding shares of capital stock or similar equity interests of
such Subsidiary.


5.5          Financial Statements;
Material Liabilities.


The Parent has delivered to you and each Other
Purchaser copies of the financial statements of the Parent and its Subsidiaries
listed on Schedule 5.5.  All of said
financial statements (including in each case the related schedules and notes)
fairly present in all material respects the consolidated financial position of
the Parent and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for
the respective periods so specified and have been prepared in accordance with
GAAP consistently applied throughout the periods involved except as set forth
in the notes thereto (subject, in the case of any interim financial statements,
to normal year-end adjustments).  The
Parent and its Subsidiaries do not have any Material liabilities that are not
disclosed on such financial statements or otherwise disclosed in the Disclosure
Documents.


5.6          Compliance with Laws,
Other Instruments, etc.


The execution, delivery and performance by the Company
of this Agreement and the Notes will not (i) contravene, result in any breach
of, or constitute a default under, or result in the creation of any Lien in
respect of any property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
charter or by-laws, or any other agreement or instrument to which the Company
or any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound,



 8
 









(ii) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary.


The execution, delivery and performance by the Parent
of this Agreement and the Parent Guaranty will not (i) contravene, result in
any breach of, or constitute a default under, or result in the creation of any
Lien in respect of any property of the Parent or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other agreement or instrument to which the
Parent or any Subsidiary is bound or by which the Parent or any Subsidiary or
any of their respective properties may be bound, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Parent or any Subsidiary or (iii) violate any provision of
any statute or other rule or regulation of any Governmental Authority
applicable to the Parent or any Subsidiary


5.7          Governmental
Authorizations, etc.


No consent, approval or authorization of, or
registration, filing (other than Form 8-K after the Closing pursuant to the
Exchange Act) or declaration with, any Governmental Authority is required in
connection with the execution, delivery or performance by the Company of this
Agreement or the Notes or the execution, delivery or performance by the Parent
of this Agreement or the Parent Guaranty.


5.8          Litigation; Observance
of Statutes and Orders.


(a)           Except as disclosed in Schedule 5.8, there
are no actions, suits, investigations or proceedings pending or, to the
knowledge of the Parent threatened against or affecting the Parent or any
Subsidiary or any property of the Parent or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


(b)           Neither the Parent nor any Subsidiary is in
default under any term of any agreement or instrument to which it is a party or
by which it is bound, or any order, judgment, decree or ruling of any court,
arbitrator or Governmental Authority or is in violation of any applicable law, ordinance,
rule or regulation (including Environmental Laws and the USA Patriot Act) of
any Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.


5.9          Taxes.


The Parent and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income



 9
 









or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the amount of
which is not, individually or in the aggregate, Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP.  Neither the Parent nor the
Company know of any basis for any other tax or assessment that could reasonably
be expected to have a Material Adverse Effect. 
The charges, accruals and reserves on the books of the Parent and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate in accordance with past practices. 
The Federal income tax liabilities of the Parent and its Subsidiaries
have been finally determined (whether by reason of completed audits or the
statute of limitations having run) for all fiscal years up to and including the
fiscal year ended December 31, 1998, as further described in Footnote 6 of the
notes to the most recent audited consolidated financial statements referred to
in Schedule 5.5.


5.10        Title to Property; Leases.


The Parent and its Subsidiaries have good and
sufficient title to their respective properties that individually or in the
aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Parent or any Subsidiary after said date (except as sold
or otherwise disposed of in the ordinary course of business), in each case free
and clear of Liens prohibited by this Agreement.  All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.


5.11        Licenses, Permits, etc.


(a)           The Parent and its Subsidiaries own or
possess all licenses, permits, franchises, authorizations, patents, copyrights,
proprietary software, service marks, trademarks and trade names, or rights
thereto, that individually or in the aggregate are Material, without known
conflict with the rights of others.


(b)           To the best knowledge of the Parent, no
product of the Parent or any of its Subsidiaries infringes in any material
respect any license, permit, franchise, authorization, patent, copyright,
proprietary software, service mark, trademark, trade name or other right owned
by any other Person.


(c)           To the best knowledge of the Parent, there is
no Material violation by any Person of any right of the Parent or any of its
Subsidiaries with respect to any patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned or used by the Parent
or any of its Subsidiaries.


5.12        Compliance with ERISA.


(a)           The Parent and each ERISA Affiliate have
operated and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in and could
not reasonably be expected to result in a Material



 10
 









Adverse Effect.  Neither the
Parent nor any ERISA Affiliate has incurred any liability pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and
no event, transaction or condition has occurred or exists that could reasonably
be expected to result in the incurrence of any such liability by the Parent or
any ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Parent or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to section 401(a)(29) or 412 of the Code or section 4068 of
ERISA, other than such liabilities or Liens as would not be individually or in
the aggregate Material.


(b)           The present value of the aggregate benefit
liabilities under each of the Plans (other than Multiemployer Plans),
determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s
most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities by an
amount that, individually, or in the aggregate for all Plans, is Material.  The term “benefit liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current value”
and “present value” have the meaning specified in section 3 of ERISA.


(c)           The Parent and its ERISA Affiliates have not
incurred withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.


(d)           The expected postretirement benefit
obligation (determined as of the last day of the Parent’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Statement
No. 106, without regard to liabilities attributable to continuation coverage
mandated by section 4980B of the Code) of the Parent and its Subsidiaries is
not Material.


(e)           The execution and delivery of this Agreement
and the issuance and sale of the Notes hereunder will not involve any
transaction that is subject to the prohibitions of section 406 of ERISA or
in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. 
The representation by the Parent and the Company in the first sentence of
this Section 5.12(e) is made in reliance upon and subject to the accuracy of
your representation in Section 6.2 as to the sources of the funds used to pay
the purchase price of the Notes to be purchased by you.


5.13        Private Offering by the
Company.


None of the Parent, the Company or anyone acting on
their behalf has offered the Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any person other than you, the Other
Purchasers and not more than [  ] other Institutional Investors, each
of which has been offered the Notes at a private sale for investment.  None of the Parent, the Company or anyone
acting on their behalf has taken, or will take, any action that would subject
the issuance or sale of the Notes



 11
 









to the registration
requirements of Section 5 of the Securities Act or to the registration
requirements of any securities or blue sky laws of any applicable jurisdiction.


5.14        Use of Proceeds; Margin
Regulations.


Net proceeds from the sale
of the Notes will be used to refinance existing Indebtedness as described in
the Memorandum, for the acquisition of new equipment and for general corporate
purposes (including the repurchase of shares of the Parent’s outstanding
stock).  No part of the proceeds
from the sale of the Notes will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company or the Parent in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 1%
of the value of the consolidated assets of the Parent and its Subsidiaries and
the Parent does not have any present intention that margin stock will
constitute more than 1% of the value of such assets.  As used in this Section, the terms “margin
stock” and “purpose of buying or carrying” shall have the meanings assigned to
them in said Regulation U.


5.15        Existing Indebtedness;
Future Liens.


(a)           Except as described therein, Schedule 5.15
sets forth a complete and correct list of all outstanding Indebtedness of the
Parent and its Subsidiaries as of June 30, 2007 (including a description
of the obligors and obligees, principal amount outstanding and collateral
therefor, if any, and guaranty thereof, if any), since which date there has
been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Indebtedness of the Parent or its
Subsidiaries.  Neither the Parent nor any
Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Parent or
any Subsidiary and no event or condition exists with respect to any
Indebtedness of the Parent or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to
cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.


(b)           Except as disclosed in Schedule 5.15, neither
the Parent nor any Subsidiary has agreed or consented to cause or permit in the
future (upon the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a Lien not permitted
by Section 10.5.


(c)           Neither the Parent nor any Subsidiary is a
party to, or otherwise subject to any provision contained in, any instrument
evidencing Indebtedness of the Company or such Subsidiary, any agreement
relating thereto or any other agreement (including its charter or other
organizational document) that limits the amount of, or otherwise imposes
restrictions on the incurring of, Indebtedness of the Company, except as
specifically indicated in Schedule 5.15.



 12
 









5.16        Foreign Assets Control
Regulations, etc.


(a)           Neither the sale of the Notes by the Company
hereunder nor its use of the proceeds thereof will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
or any enabling legislation or executive order relating thereto.


(b)           Neither the Parent nor any Subsidiary (i) is
a Person described or designated in the Specially Designated Nationals and
Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of
the Anti-Terrorism Order or (ii) to the Parent’s knowledge, engages in any
dealings or transactions with any such Person. 
The Parent and its Subsidiaries are in compliance, in all material
respects, with the USA Patriot Act.


(c)           No part of the proceeds from the sale of the
Notes hereunder will be used, directly or indirectly, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended, assuming in
all cases that such Act applies to the Parent.


5.17        Status under Certain
Statutes.


Neither the Parent nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the ICC
Termination Act, as amended, or the Federal Power Act, as amended.


5.18        Environmental Matters.


(a)           Neither the Parent nor any Subsidiary has
knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Parent or any of
its Subsidiaries or any of their respective real properties now or formerly
owned, leased or operated by any of them or other assets, alleging any damage
to the environment or violation of any Environmental Laws, except, in each
case, such as could not reasonably be expected to result in a Material Adverse
Effect.


(b)           Neither the Parent nor any Subsidiary has
knowledge of any facts that would give rise to any claim, public or private, of
violation of Environmental Laws or damage to the environment emanating from,
occurring on or in any way related to real properties now or formerly owned,
leased or operated by any of them or to other assets or their use, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect.


(c)           Neither the Parent nor any Subsidiary has
stored any Hazardous Materials on real properties now or formerly owned, leased
or operated by any of them and has not disposed of any Hazardous Materials in a
manner contrary to any Environmental Laws in each case in any manner that could
reasonably be expected to result in a Material Adverse Effect.



 13
 









(d)           All buildings on all real properties now
owned, leased or operated by the Parent or any Subsidiary are in compliance
with applicable Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect.


6.             REPRESENTATIONS OF
THE PURCHASERS.


6.1          Purchase for Investment.


You represent that you are purchasing the Notes for
your own account or for one or more separate accounts maintained by you or for
the account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control.  You understand that the Notes have not been
registered under the Securities Act and may be resold or otherwise transferred
only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where neither
such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.


6.2          Source of Funds.


You represent that at least one of the following
statements is an accurate representation as to each source of funds (a “Source”)
to be used by you to pay the purchase price of the Notes to be purchased by you
hereunder:


(a)           the Source is an “insurance company general
account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the
reserves and liabilities (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance Commissioners (the “NAIC
Annual Statement”)) for the general account contract(s) held by or on behalf of
any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any
other employee benefit plans maintained by the same employer (or affiliate
thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed 10% of the total reserves and liabilities of the
general account (exclusive of separate account liabilities) plus surplus as set
forth in the NAIC Annual Statement filed with your state of domicile; or


(b)           the Source is a separate account that is
maintained solely in connection with your fixed contractual obligations under
which the amounts payable, or credited, to any employee benefit plan (or its
related trust) that has any interest in such separate account (or to any
participant or beneficiary of such plan (including any annuitant)) are not
affected in any manner by the investment performance of the separate account;
or


(c)           the Source is either (i) an insurance company
pooled separate account, within the meaning of PTE 90-1 (issued January 29,
1990), or (ii) a bank collective investment fund, within the meaning of PTE
91-38 (issued July 12, 1991) and, except as you have disclosed to the Company
in writing pursuant to this paragraph (c), no



 14
 









employee benefit plan or group of plans maintained by the same employer
or employee organization beneficially owns more than 10% of all assets
allocated to such pooled separate account or collective investment fund; or


(d)           the Source constitutes assets of an “investment
fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the
meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets
that are included in such investment fund, when combined with the assets of all
other employee benefit plans established or maintained by the same employer or
by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption)
of such employer or by the same employee organization and managed by such QPAM,
exceed 20% of the total client assets managed by such QPAM, the conditions of
Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
person controlling or controlled by the QPAM (applying the definition of “control”
in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
Company and (i) the identity of such QPAM and (ii) the names of all employee
benefit plans whose assets are included in such investment fund have been
disclosed to the Company in writing pursuant to this clause (d); or


(e)           the Source constitutes assets of a “plan(s)”
(within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part
IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the
INHAM Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(h)
of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or


(f)            the Source is a governmental plan; or


(g)           the Source is one or more employee benefit
plans, or a separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Company in writing
pursuant to this paragraph (g); or


(h)           the Source does not include assets of any
employee benefit plan, other than a plan exempt from the coverage of ERISA.


As used in this Section
6.2, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in Section 3
of ERISA.


6.3          Accredited Investor.


You represent that
you are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act) acting for your own account (and not
for



 15
 









the account of others) or
as a fiduciary or agent for others (which others are also “accredited investors”).


7.             INFORMATION AS TO
PARENT.


7.1          Financial and Business
Information.


The Parent will deliver to each holder of Notes that
is an Institutional Investor:


(a)           Quarterly Statements — within 60 days
(or such shorter period as is 15 days greater than the period applicable to the
filing of the Parent’s Quarterly Report on Form 10-Q (“Form 10-Q”) with the SEC
regardless of whether the Parent is subject to the filing requirements thereof)
after the end of each quarterly fiscal period in each fiscal year of the Parent
(other than the last quarterly fiscal period of each such fiscal year),
duplicate copies of,


(i)            a consolidated balance sheet of the Parent
and its Subsidiaries as at the end of such quarter,


(ii)           consolidated statements of income and
changes in stockholders’ equity and cash flows of the Parent and its
Subsidiaries for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter, and


(iii)          consolidated statements of cash flows of the
Parent and its Subsidiaries for such quarter or (in the case of the second and
third quarters) for the portion of the fiscal year ending with such quarter,


setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements
generally, and certified by a Senior Financial Officer as fairly presenting, in
all material respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to changes resulting
from year-end adjustments and the absence of footnotes, provided that delivery
within the time period specified above of copies of the Parent’s Form 10-Q
prepared in compliance with the requirements therefor and filed with the SEC
shall be deemed to satisfy the requirements of this Section 7.1(a);


(b)           Annual Statements — within 105 days
(or such shorter period as is 15 days greater than the period applicable to the
filing of the Parent’s Annual Report on Form 10-K (the “Form 10-K”) with the
SEC regardless of whether the Parent is subject to the filing requirements
thereof) after the end of each fiscal year of the Parent, duplicate copies of


(i)            a consolidated balance sheet of the Parent
and its Subsidiaries, as at the end of such year, and



 16
 









(ii)           consolidated statements of income, changes
in stockholders’ equity and cash flows of the Parent and its Subsidiaries for
such year,


setting
forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent certified public accountants
of recognized national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of
the companies being reported upon and their results of operations and cash
flows and have been prepared in conformity with GAAP, and that the examination
of such accountants in connection with such financial statements has been made
in accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances, provided
that the delivery within the time period specified above of the Parent’s Annual
Report on Form 10-K for such fiscal year (together with the Parent’s annual
report to stockholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefor and filed
with the SEC shall be deemed to satisfy the requirements of this
Section 7.1(b);


(c)           SEC and Other Reports — promptly upon
their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by the Parent or any Subsidiary to its public
securities holders generally and (ii) each regular or periodic report, each
registration statement (without exhibits except as expressly requested by such
holder), and each  prospectus and all
amendments thereto filed by the Parent or any Subsidiary with the SEC;


(d)           Notice of Default or Event of Default
— promptly, and in any event within five Business Days after a Responsible
Officer becoming aware of the existence of any Default or Event of Default or
that any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in Section
11(f), a written notice specifying the nature and period of existence thereof,
whether or not the Parent agrees that any claimed default constitutes a Default
or Event of Default, and what action the Parent is taking or proposes to take
with respect thereto;


(e)           ERISA Matters — promptly, and in any
event within five Business Days after a Responsible Officer becoming aware of
any of the following, a written notice setting forth the nature thereof and the
action, if any, that the Parent or an ERISA Affiliate proposes to take with
respect thereto:


(i)            with respect to any Plan, any reportable
event, as defined in section 4043(c) of ERISA and the regulations
thereunder, for which notice thereof has not been waived pursuant to such
regulations as in effect on the date hereof; or


(ii)           the taking by the PBGC of steps to
institute, or the threatening by the PBGC of the institution of, proceedings
under section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan, or the



 17
 









receipt by the Parent or any ERISA Affiliate of a notice from a
Multiemployer Plan that such action has been taken by the PBGC with respect to
such Multiemployer Plan; or


(iii)          any event, transaction or condition that
could result in the incurrence of any liability by the Parent or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions
of the Code relating to employee benefit plans, or in the imposition of any
Lien on any of the rights, properties or assets of the Parent or any ERISA
Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax
provisions, if such liability or Lien, taken together with any other such
liabilities or Liens then existing, could reasonably be expected to have a
Material Adverse Effect;


(f)            Notices from Governmental Authority —
promptly, and in any event within 30 days of receipt thereof, copies of any
notice to the Parent or any Subsidiary from any Federal or state Governmental
Authority relating to any order, ruling, statute or other law or regulation
that could reasonably be expected to have a Material Adverse Effect;


(g)           Supplements — promptly and in any
event within 10 Business Days after the execution and delivery of any
Supplement, a copy thereof; and


(h)           Requested Information — with
reasonable promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or properties of the
Parent or any of its Subsidiaries (including actual copies of the Parent’s
Forms 10-Q and Forms 10-K) or relating to the ability of the Company to perform
its obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.


7.2          Officer’s Certificate.


Each set of financial statements delivered to a holder
of Notes pursuant to Section 7.1(a) or Section 7.1(b) will be
accompanied by a certificate of a Senior Financial Officer setting forth:


(a)           Covenant Compliance — the information
(including detailed calculations) required in order to establish whether the
Parent was in compliance with the requirements of Section 10.1 through
Section 10.7, inclusive, during the quarterly or annual period covered by
the statements then being  furnished
(including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case
may be, permissible under the terms of such Sections, and the calculation of
the amount, ratio or percentage then in existence); and


(b)           Event of Default — a statement that
such Senior Financial Officer has reviewed the relevant terms hereof and has
made, or caused to be made, under his or her supervision, a review of the
transactions and conditions of the Parent and its Subsidiaries from the
beginning of the quarterly or annual period covered by the statements then
being



 18















furnished to the date of the certificate and
that such review shall not have disclosed the existence during such period of
any condition or event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists (including any such event or
condition resulting from the failure of the Parent or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Parent shall have taken or proposes to take with respect
thereto.


7.3          Electronic Delivery.


Financial
statements and officers’ certificates required to be delivered by the Parent
pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have
been delivered if (i) such financial statements satisfying the requirements of
Section 7.1(a) or (b) and related certificate satisfying the requirements of
Section 7.2 are delivered to you and each other holder of Notes by e-mail
or (ii) the Parent shall have timely filed such Form 10-Q or Form 10-K,
satisfying the requirements of Section 7.1(a) or (b) as the case may be, with
the SEC on “EDGAR” and shall have made such Form and the related certificate
satisfying the requirements of Section 7.2 available on its home page on the
worldwide web (at the date of this Agreement located at http://www.jbhunt.com)
or (iii) such financial statements satisfying the requirements of Section
7.1(a) or (b) and related certificate satisfying the requirements of
Section 7.2 are timely posted by or on behalf of the Parent on IntraLinks
or on any other similar website to which each holder of Notes has free access
or (iv) the Parent shall have filed any of the items referred to in
Section 7.1(c) with the SEC on “EDGAR” and shall have made such items
available on its home page on the worldwide web or if any of such items are
timely posted by or on behalf of the Parent on IntraLinks or on any other
similar website to which each holder of Notes has free access; provided
however, that in the case of any of clause (i), (ii), (iii) or (iv), the Parent
shall concurrently with such filing or posting give notice to each holder of
Notes of such posting or filing and provided further, that upon request of any
holder, the Parent will thereafter deliver written copies of such forms,
financial statements and certificates to such holder.


7.4          Visitation.


The
Parent shall permit the representatives of each holder of Notes that is an
Institutional Investor:


(a)           No Default — if
no Default or Event of Default then exists, at the expense of such holder and
upon reasonable prior notice to the Parent, to visit the principal executive
office of the Parent and the Company during normal business hours, to discuss
the affairs, finances and accounts of the Parent and its Subsidiaries with the
Parent’s officers, and (with the consent of the Parent, which consent will not
be unreasonably withheld) to visit the other offices and properties of the
Parent and each Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing; and


(b)           Default — if a
Default or Event of Default then exists, at the expense of the Parent or the
Company, to visit and inspect any of the offices or properties of the Parent or
any Subsidiary during normal business hours, to examine all their respective books
of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with
their respective officers and 



 19
 









independent public accountants (and by this
provision the Parent authorizes said accountants to discuss the affairs,
finances and accounts of the Parent and its Subsidiaries), all at such times
and as often as may be requested.


8.             PREPAYMENT
OF THE NOTES.


8.1          Required Prepayments.


On each of July 26, 2012 and July 26, 2013, the
Company will prepay $50,000,000 principal amount (or such lesser principal
amount as shall then be outstanding) of the Series 2007 Notes at par and
without payment of the Make-Whole Amount or any premium, provided that upon any
partial prepayment of the Series 2007 Notes pursuant to Section 8.2(a), the
principal amount of each required prepayment of the Series 2007 Notes becoming
due under this Section 8.1 on and after the date of such prepayment shall
be reduced in the same proportion as the aggregate unpaid principal amount of
the Series 2007 Notes is reduced as a result of such prepayment.


8.2          Optional Prepayments.


(a)           Fixed
Rate Notes.  The Company may, at its
option, upon notice as provided below, prepay at any time all, or from time to
time any part of, one or more series or tranches of fixed rate Notes, including
the Series 2007 Notes, in an amount not less than $2,000,000 in the aggregate
in the case of a partial prepayment, at 100% of the principal amount so
prepaid, plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount.  The
Company will give each holder of each series or tranche of fixed rate Notes to
be prepaid written notice of each optional prepayment under this Section 8.2(a)
not less than 30 days and not more than 60 days prior to the date fixed for
such prepayment.  Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of each series or tranche of fixed rate Notes to be prepaid on such date,
the principal amount of each Note held by such holder to be prepaid (determined
in accordance with Section 8.3), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to the estimated
Make-Whole Amount due in connection with such prepayment (calculated as if the
date of such notice were the date of the prepayment), setting forth the details
of such computation.  Two Business Days
prior to such prepayment, the Company shall deliver to each holder of the
series or tranche of fixed rate Notes being prepaid a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of
the specified prepayment date.


(b)           Floating
Rate Notes.  The terms on which
floating rate Notes may be prepaid at the option of the Company will be set
forth in the Supplement pursuant to which such Notes are issued.  The Company will give each holder of each
series or tranche of floating rate Notes to be prepaid written notice of each
optional prepayment under this Section 8.2(b) not less than 30 days and
not more than 60 days prior to the date fixed for such prepayment.  Each such notice shall specify such date
(which shall be a Business Day), the aggregate principal amount of each series
or tranche of floating rate 



 20
 









Notes to be
prepaid on such date, the principal amount of each floating rate Note held by
such holder to be prepaid (determined in accordance with Section 8.3), the interest
to be paid on the prepayment date with respect to such principal amount being
prepaid and the amount of any prepayment premium and LIBOR Breakage Amount to
be paid.


8.3          Mandatory Offer to
Prepay Upon Change of Control.


(a)           Notice
of Change of Control or Control Event — The Company will, within five
Business Days after any Responsible Officer has knowledge of the occurrence of
any Change of Control or Control Event, give notice of such Change of Control
or Control Event to each holder of Notes unless notice in respect of such
Change of Control (or the Change of Control contemplated by such Control Event)
shall have been given pursuant to paragraph (b) of this Section 8.3.  If a Change of Control has occurred, such
notice shall contain and constitute an offer to prepay Notes as described in
paragraph (c) of this Section 8.3 and shall be accompanied by the certificate
described in paragraph (g) of this Section 8.3.


(b)           Condition
to Company Action — The Company will not take any action that consummates
or finalizes a Change of Control unless (i) at least 15 Business Days prior to
such action it shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes accompanied by the
certificate described in paragraph (g) of this Section 8.3, and (ii) subject to
the provisions of paragraph (d) below, contemporaneously with such action,
it prepays all Notes required to be prepaid in accordance with this Section
8.3.


(c)           Offer
to Prepay Notes — The offer to prepay Notes contemplated by paragraphs (a)
and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and
subject to this Section 8.3, all, but not less than all, of the Notes held by
each holder (in this case only, “holder” in respect of any Note registered in
the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”).  If such Proposed Prepayment Date
is in connection with an offer contemplated by paragraph (a) of this Section
8.3, such date shall be not less than 30 days and not more than 60 days after
the date of such offer.


(d)           Acceptance;
Rejection — A holder of Notes may reject the offer to prepay made pursuant
to this Section 8.3 by causing a notice of such rejection to be delivered to
the Company on or before the date specified in the certificate described in
paragraph (g) of this Section 8.3. 
A failure by a holder of Notes to respond to an offer to prepay made
pursuant to this Section 8.3, or to reject an offer as to all of the Notes held
by the holder, within such time period shall be deemed to constitute acceptance
of such offer by such holder.


(e)           Prepayment
— Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be
at 100% of the principal amount of such Notes, together with interest on such
Notes accrued to the date of prepayment and shall not require the payment of
any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount.  The 



 21
 









prepayment
shall be made on the Proposed Prepayment Date except as provided in paragraph
(f) of this Section 8.3.


(f)            Deferral
Pending Change of Control — The obligation of the Company to prepay Notes
pursuant to the offers required by paragraphs (a) and (b) and accepted in
accordance with paragraph (d) of this Section 8.3 is subject to the occurrence
of the Change of Control in respect of which such offers and acceptances shall
have been made.  In the event that such
Change of Control does not occur on or prior to the Proposed Prepayment Date in
respect thereof, the prepayment shall be deferred until and shall be made on
the date on which such Change of Control occurs.  The Company shall keep each holder of Notes
reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change of Control and the
prepayment are expected to occur, and (iii) any determination by the
Company that efforts to effect such Change of Control have ceased or been
abandoned (in which case the offers and acceptances made pursuant to this
Section 8.3 in respect of such Change of Control shall be deemed
rescinded).  Notwithstanding the
foregoing, in the event that the prepayment has not been made within 90 days
after such Proposed Prepayment Date by virtue of the deferral provided for in
this Section 8.3(f), the Company shall make a new offer to prepay in accordance
with paragraph (c) of this Section 8.3.


(g)           Officer’s
Certificate — Each offer to prepay the Notes pursuant to this Section 8.3
shall be accompanied by a certificate, executed by a Senior Financial Officer
of the Company and dated the date of such offer, specifying: (i) the
Proposed Prepayment Date, (ii) that such offer is made pursuant to this
Section 8.3, (iii) the principal amount of each Note offered to be prepaid,
(iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Prepayment Date, (v) that the conditions of this
Section 8.3 have been fulfilled, (vi) in reasonable detail, the nature and
date or proposed date of the Change of Control and (vii) the date by which any
holder of a Note that wishes to accept such offer must deliver notice thereof
to the Company, which date shall not be earlier than three Business Days prior
to the Proposed Prepayment Date or, in the case of a prepayment pursuant to
Section 8.3(b), the date of the action referred to in Section 8.3(b)(i).


8.4          Allocation of Partial
Prepayments.


In
the case of each partial prepayment of Notes of a series or tranche pursuant to
Section 8.2(a) or (b), the principal amount of the Notes of the series or
tranche to be prepaid shall be allocated among all of the Notes of such series
or tranche at the time outstanding in proportion, as nearly as practicable, to
the respective unpaid principal amounts thereof not theretofore called for
prepayment.


8.5          Maturity; Surrender,
etc.


In
the case of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on
the date fixed for such prepayment, together with interest on such principal
amount accrued to such date and the applicable Make-Whole Amount, if any,
prepayment premium, if any, and LIBOR Breakage 



 22
 









Amount, if any. 
From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, prepayment premium, if any, or LIBOR Breakage
Amount, if any, as aforesaid, interest on such principal amount shall cease to
accrue.  Any Note paid or prepaid in full,
after such payment and upon the written request of the Company, shall be
surrendered to the Company and canceled and shall not be reissued, and no Note
shall be issued in lieu of any prepaid principal amount of any Note.


8.6          Purchase of Notes.


The
Company will not and will not permit any Affiliate to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Notes
except upon the payment or prepayment of the Notes in accordance with the terms
of this Agreement and the Notes.  The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment or prepayment of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.


8.7          Make-Whole Amount.


“Make-Whole Amount” means, with
respect to any Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the amount of such Called Principal, provided that the
Make-Whole Amount may in no event be less than zero.  For the purposes of determining the
Make-Whole Amount, the following terms have the following meanings:


“Called Principal” means, with
respect to any fixed rate Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context
requires.


“Discounted Value” means, with
respect to the Called Principal of any fixed rate Note, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on the same periodic basis as that on which
interest on the Notes is payable) equal to the Reinvestment Yield with respect
to such Called Principal.


“Reinvestment Yield” means, with
respect to the Called Principal of any fixed rate Note, .50% over the yield to
maturity implied by (i) the yields reported as of 10:00 a.m. (New York City
time) on the second Business Day preceding the Settlement Date with respect to
such Called Principal, on the display designated as “Page PX1”  (or such other display as may replace Page
PX1 on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its
successor screen on Bloomberg) is unavailable, the Telerate Access Service
screen which corresponds most closely to Page PX1 for the most recently issued
actively traded on-the-run U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not reported as of such time or the yields reported
as of such time are not ascertainable (including by way of interpolation), the
Treasury Constant Maturity Series Yields reported, for the latest day for which
such yields have 



 23
 









been so reported as of the second Business Day
preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for actively traded U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called Principal as of
such Settlement Date.  Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater than such Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to
the number of decimal places as appears in the interest rate of the applicable
Note.


“Remaining Average Life” means,
with respect to any Called Principal, the number of years (calculated to the
nearest one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called
Principal by (b) the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with respect to such Called
Principal and the scheduled due date of such Remaining Scheduled Payment.


“Remaining Scheduled Payments” means,
with respect to the Called Principal of any fixed rate Note, all payments of
such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date, provided that if
such Settlement Date is not a date on which interest payments are due to be
made under the terms of the Notes, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date pursuant
to Section 8.2 or 12.1.


“Settlement Date” means, with
respect to the Called Principal of any fixed rate Note, the date on which such
Called Principal is to be prepaid pursuant to Section 8.2 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as
the context requires.


8.8          LIBOR Breakage Amount.


The
term “LIBOR Breakage Amount” means any loss,
cost or expense reasonably incurred by any holder of a floating rate Note as a
result of any payment or prepayment of such Note (whether voluntary, mandatory,
automatic, by reason of acceleration or otherwise) on a day other than an
interest payment date or at scheduled maturity thereof, and any loss or expense
arising from the liquidation or reemployment of funds obtained by such holder
or from fees payable to terminate the deposits from which such funds were
obtained.  Any such loss, cost or expense
shall be limited to the time period from the date of such prepayment through
the earlier of the next interest payment date or the maturity of such floating
rate Note.  Each holder of a floating
rate Note shall determine the LIBOR Breakage Amount with respect to the
principal amount of its floating rate Notes then being paid or prepaid (or
required to be paid or prepaid) by written notice to the Company setting forth
such determination in reasonable 



 24
 









detail not less
than two Business Days prior to the date of prepayment.  Each such determination shall be conclusive
absent manifest error.


9.             AFFIRMATIVE
COVENANTS.


The
Parent and the Company, jointly and severally, covenant that so long as any of
the Notes are outstanding:


9.1          Compliance with Law.


Without
limiting Section 10.10, the Parent and the Company will, and the Parent
will cause each Subsidiary to, comply with all laws, ordinances or governmental
rules or regulations to which each of them is subject, including ERISA, the USA
Patriot Act and Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


9.2          Insurance.


The
Parent and the Company will, and the Parent will cause each Subsidiary to,
maintain, with financially sound and reputable insurers, insurance (including
self-insurance with reserves and reinsurance, maintained in accordance with
current Parent practices) with respect to their respective properties and
businesses against such casualties and contingencies, of such types, on such
terms and in such amounts (including deductibles and co-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.


9.3          Maintenance of
Properties.


The
Parent and the Company will, and the Parent will cause each Subsidiary to, maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear),
so that the business carried on in connection therewith may be properly
conducted at all times, provided that this Section shall not prevent the Parent
or any Subsidiary from discontinuing the operation and the maintenance of any
of its properties if such discontinuance is desirable in the conduct of its
business and the Parent has concluded that such discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


9.4          Payment of Taxes and
Claims.


The
Parent and the Company will, and the Parent will cause each Subsidiary to, file
all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other
taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, to the 



 25
 









extent such taxes and assessments have become due and
payable and before they have become delinquent and all claims for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Parent or any Subsidiary, provided that neither the Parent nor
any Subsidiary need pay any such tax or assessment or claims if (i) the
amount, applicability or validity thereof is contested by the Parent or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Parent or such Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Parent or such Subsidiary or
(ii) the nonpayment of all such taxes, assessments and claims in the
aggregate could not reasonably be expected to have a Material Adverse Effect.


9.5          Corporate Existence,
etc.


Subject
to Section 10.6, each of the Parent and the Company will at all times preserve
and keep in full force and effect its corporate existence.  Subject, as to any Subsidiary other than the
Company, to Sections 10.6 and 10.7, the Parent will at all times preserve and
keep in full force and effect the corporate (or, as applicable, limited
liability company) existence of each Subsidiary (unless merged into the Parent
or a Wholly Owned Subsidiary) and all rights and franchises of the Parent and
its Subsidiaries unless, in the good faith judgment of the Parent, the
termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


9.6          Books and Records.


The
Parent and the Company will, and the Parent will cause each Subsidiary to,
maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or
regulatory jurisdiction over the Company or such Subsidiary, as the case may
be.


9.7          Subsidiary Guaranty;
Release.


(a)
          Subsidiary
Guarantors.  The Parent will cause each Subsidiary other
than the Company that, on or after the date of the Closing, is or becomes a
borrower or guarantor of Indebtedness in respect of the Credit Agreement, on
the date of the Closing or within 10 Business Days of its thereafter becoming a
co-obligor, borrower or a guarantor of Indebtedness in respect of the Credit
Agreement to execute and deliver or become a party to the Subsidiary Guaranty
in substantially the form of the attached Exhibit 9.7, as it hereafter may be
amended or supplemented from time to time (the “Subsidiary Guaranty”), and shall
deliver to each holder of Notes:


(i)            an
executed counterpart of the Subsidiary Guaranty, or, if the Subsidiary Guaranty
has been previously executed and delivered, an executed counterpart of a Joinder
thereto;


(ii)           copies
of such directors’ or other authorizing resolutions, charter, bylaws and other
constitutive documents of such Subsidiary as the Required Holders may
reasonably request; and



 26
 









(iii)          an
opinion of independent counsel reasonably satisfactory to the Required Holders
covering the authorization, execution, delivery, compliance with law, no
conflict with other documents, no consents and enforceability of the Subsidiary
Guaranty against such Subsidiary in form and substance reasonably satisfactory
to the Required Holders.


(b)           Release
of Subsidiary Guarantor.  Each holder
of a Note fully releases and discharges from the Subsidiary Guaranty a
Subsidiary Guarantor, immediately and without any further act, upon such
Subsidiary Guarantor being released and discharged as a co-obligor, borrower or
guarantor under and in respect of the Credit Agreement; provided that (i) no
Default or Event of Default exists or will exist immediately following such
release and discharge; (ii) if any fee or other consideration is paid or given
to any holder of Indebtedness under the Credit Agreement in connection with
such release, other than the repayment of all or a portion of such Indebtedness
under the Credit Agreement, each holder of a Note receives equivalent
consideration on a pro rata basis; and (iii) at the time of such release and
discharge, the Company delivers to each holder of Notes a certificate of a
Responsible Officer certifying (x) that such Subsidiary Guarantor has been or
is being released and discharged as a co-obligor, borrower or guarantor under
and in respect of the Credit Agreement and (y) as to the matters set forth in
clauses (i) and (ii).  Any outstanding
Indebtedness of a Subsidiary Guarantor shall be deemed to have been incurred by
such Subsidiary Guarantor as of the date it is released and discharged from the
Subsidiary Guaranty.


9.8          Pari Passu Ranking.


The Indebtedness evidenced by the Notes will at all
times rank at least pari passu with
all unsecured Senior Indebtedness of the Company.


10.          NEGATIVE COVENANTS.


The
Parent covenants that so long as any of the Notes are outstanding:


10.1        Ratio of Adjusted Debt to
Cash Flow.


The
Parent will not permit the ratio of Adjusted Debt to Cash Flow (for the four
Fiscal Quarters ended on such date) to exceed 3.00 to 1.00 at the end of any
Fiscal Quarter.


10.2        Fixed Charge Coverage
Ratio.


The
Parent will not permit, as of the end of any Fiscal Quarter, the ratio of Cash
Flow Available for Fixed Charges (for the four Fiscal Quarters ended on such
date) to Fixed Charges (for the four Fiscal Quarters ended on such date) to be
less than 1.25 to 1.00.


10.3        Priority Debt.


The
Parent will not at any time permit Priority Debt to exceed the greater of
$100,000,000 or 20% of Consolidated Net Worth as of the end of the most
recently completed Fiscal Quarter.



 27
 









10.4        Liens.


The
Parent and Company will not, and the Parent will not permit any Subsidiary to,
create, assume or suffer to exist, directly or indirectly, any Lien on its
properties or assets, including capital stock, whether now owned or hereafter
acquired, except:


(a)           Liens
for taxes, assessments, or governmental charges or levies not yet due or which
are being actively contested in good faith by appropriate proceedings, so long
as reserves have been established to the extent required by GAAP;


(b)           other
Liens incidental to the conduct of their business or the ownership of their
property and assets (such as common carrier’s Liens, producer’s Liens, mechanic’s
Liens, and other similar statutory and non-consensual Liens) which were not
incurred in connection with the borrowing of money or the obtaining of advances
or credit, and which do not in the aggregate materially detract from the value
of their property or assets or materially impair the use thereof in the operation
of their business;


(c)           any
Lien existing on any property of any Person at the time it becomes a Subsidiary
or existing prior to the time of acquisition upon any property acquired by the
Parent or any Subsidiary through purchase, merger or consolidation or
otherwise, whether or not assumed by the Parent or such Subsidiary, or placed
upon property at the time of its acquisition by the Parent or any Subsidiary to
secure a portion of the purchase price thereof, or placed upon property
hereafter acquired by the Parent or any Subsidiary at the time of the
acquisition thereof; provided that (i) at the time of creation of such Lien the
principal amount of Indebtedness secured thereby does not exceed the amounts
otherwise permitted by paragraph (i) of this Section 10.4, and (ii) any such
Lien shall not encumber any other property of the Parent or such Subsidiary;


(d)           Liens
on any existing property or assets of the Parent or any Subsidiary, if any,
that are the subject of a Permitted Securitized Receivables Transaction;


(e)           any
Lien renewing, extending or replacing any Lien permitted by paragraphs (c) or
(h) of this Section 10.4, provided that the principal amount secured and then
outstanding is not increased, the Lien is not extended to other property and the
Indebtedness secured thereby is permitted hereunder;


(f)            deposits,
bonding arrangements and Liens to secure the performance of (or to secure
obligations in respect of letters of credit posted to secure the performance
of) bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;


(g)           any
attachment or judgment Lien that is being contested in good faith by
appropriate proceedings for which adequate reserves have been established to
the extent required by GAAP;


(h)           Liens
existing on property or assets of the Parent or any Subsidiary as of the date
of this Agreement that are described in Schedule 10.4; and



 28
 









(i)            Liens
securing Indebtedness not otherwise permitted by paragraphs (a) through (h) of
this Section 10.4, provided that Priority Debt does not at any time exceed the
greater of $100,000,000 or 20% of Consolidated Net Worth as of the end of the
most recently completed Fiscal Quarter.


10.5        Subsidiary Indebtedness


The
Parent will not at any time permit any Subsidiary other than the Company to,
directly or indirectly, create, incur, assume, guarantee, have outstanding, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness other than:


(a)           Indebtedness
of a Subsidiary that is a Guarantor of the Notes under the Subsidiary Guaranty;


(b)           Indebtedness
of a Subsidiary outstanding on the date of Closing that is listed and described
in Schedule 10.5 and any extension, refinancing, renewal or refunding thereof; provided that there is no increase in the
principal amount of such Indebtedness;


(c)           Indebtedness
of a Special Purpose Subsidiary in connection with a Permitted Securitized
Receivables Transaction;


(d)           Indebtedness
of a Subsidiary owed to the Parent or a Wholly Owned Subsidiary;


(e)           Indebtedness
of a Person outstanding at the time such Subsidiary becomes a Subsidiary,
provided that (i) such Indebtedness shall not have been incurred in contemplation
of such Person becoming a Subsidiary and (ii) immediately after such Person
becomes a Subsidiary, no Default of Event of Default shall exist;


(f)            Indebtedness
of a Subsidiary not otherwise permitted by paragraphs (a) through (e) of this
Section 10.5, provided that immediately before and after giving effect thereto
and to the application of the proceeds thereof,


(i)            no
Default or Event of Default exists, and


(ii)           Priority
Debt does not at any time exceed the greater of $100,000,000 or 20% of
Consolidated Net Worth as of the end of the most recently completed Fiscal
Quarter.


10.6        Mergers, Consolidations,
etc.


The
Parent and the Company will not consolidate with or merge with any other Person
or convey, transfer, sell or lease all or substantially all of its assets in a
single transaction or series of transactions to any Person except that:



 29
 









(a)           the
Company may consolidate or merge with the Parent or convey, transfer, sell or
lease all or substantially all of its assets in a single transaction or series
of transactions to the Parent, provided that the Parent is the successor or
survivor;


(b)           the
Parent may consolidate or merge with any other Person or convey, transfer, sell
or lease all or substantially all of its assets in a single transaction or
series of transactions to any Person, provided that


(i)            the
successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer, sale or lease all or
substantially all of the assets of the Parent as an entirety, as the case may
be, is a solvent corporation organized and existing under the laws of the
United States or any state thereof (including the District of Columbia), and,
if the Parent is not such successor or survivor, such corporation (1) shall
have executed and delivered to each holder of any Notes its assumption of the
due and punctual performance and observance of each covenant and condition of
this Agreement and the Parent Guaranty and (2) shall have caused to be
delivered to each holder of any Notes an opinion of nationally recognized
independent counsel or other independent counsel reasonably satisfactory to the
Required Holders, to the effect that all agreements or instruments effecting
such assumption are enforceable in accordance with their terms and comply with
the terms hereof; and


(ii)           after
giving effect to such transaction, no Default or Event of Default shall exist.


No such conveyance, transfer, sale or lease of all or
substantially all of the assets of the Parent shall have the effect of releasing
the Parent or any successor corporation that shall theretofore have become such
in the manner prescribed in this Section 10.6 from its liability under
this Agreement or the Parent Guaranty.


10.7        Sale of Assets.


Except
as permitted by Section 10.6, the Parent will not, and will not permit any
Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way
of merger (collectively a “Disposition”), any assets, in one or a series of
transactions, to any Person, other than:


(a)           Dispositions
in the ordinary course of business;


(b)           Dispositions
by a Subsidiary to the Parent or a Wholly Owned Subsidiary or by the Parent to
a Wholly Owned Subsidiary;


(c)           Dispositions
of Receivables and rights related
thereto in a Permitted Securitized Receivables Transaction;


(d)           Dispositions
of Parent’s ownership interest in Transplace,
Inc.;



 30
 









(e)           Dispositions
not otherwise permitted by paragraphs (a), (b), (c) or (d) of this
Section 10.7 provided that:


(i)            in
the good faith opinion of the Parent, the Disposition is in exchange for
consideration having a fair market value at least equal to that of the property
exchanged and is in the best interest of the Parent or such Subsidiary;


(ii)           after
giving effect to such transaction, no Default or Event of Default shall exist;
and


(iii)          immediately
after giving effect to the Disposition, the aggregate net book value of all
assets that were the subject of any Disposition occurring in the then current
fiscal year would not exceed 15% of Consolidated Total Assets as of the last
day of the most recently ended fiscal year of the Parent.


Notwithstanding the foregoing, the Parent may, or may
permit a Subsidiary to, make a Disposition and the assets subject to such
Disposition shall not be subject to or included in the foregoing limitation and
computation contained in paragraph (e)(iii) of the preceding sentence if,
within 365 days of such Disposition, an amount equal to the net proceeds from
such Disposition is:


(A)          reinvested in productive
assets to be used in the existing business of the Parent or a Subsidiary; or


(B)           the net proceeds from
such Disposition are applied to the payment or prepayment of the Notes or any
other outstanding Indebtedness of the Parent or any Subsidiary ranking pari
passu with or senior to the Notes.


For purposes of foregoing clause (B), the Company
shall offer to prepay (on a Business Day not less than 30 or more than 60 days
following such offer) the Notes on a pro rata basis with any such other
Indebtedness that the Company elects to include in such offer at a price of
100% of the principal amount of the Notes to be prepaid (without any Make-Whole
Amount) together with interest accrued to the date of prepayment; provided that
if any holder of the Notes declines or rejects such offer, the proceeds that
would have been paid to such holder shall be offered pro rata to the other
holders of the Notes that have accepted the offer.  A failure by a holder of Notes to respond in
writing not later than 10 Business Days prior to the proposed prepayment date
to an offer to prepay made pursuant to this Section 10.7 shall be deemed to
constitute an acceptance of such offer by such holder.  Solely for the purposes of foregoing clause
(B), whether or not such offers are accepted by the holders, the entire
principal amount of the Notes subject thereto shall be deemed to have been
prepaid.


10.8        Nature of Business.


The
Parent will not, and will not permit any Subsidiary to, engage in any business
if, as a result, the general nature of the business in which the Parent and its
Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the business in which the Parent and its
Subsidiaries, taken as a whole, are engaged on the date of this Agreement as
described in the Memorandum.



 31
 









10.9        Transactions with
Affiliates.


The
Parent will not, and will not permit any Subsidiary to, enter into directly or
indirectly any Material transaction or Material group of related transactions
(including the purchase, lease, sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate (other than the Parent or
another Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of the Parent’s or such Subsidiary’s business and upon
fair and reasonable terms no less favorable to the Parent or such Subsidiary
than would be obtainable in a comparable arm’s-length transaction with a Person
not an Affiliate.


10.10      Terrorism Sanctions
Regulations.


The
Parent will not and will not permit any Subsidiary to (a) become a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti Terrorism Order or (b) knowingly engage in any dealings or transactions
with any such Person.


11.          EVENTS OF DEFAULT.


An
“Event of Default” shall exist if any of the following conditions or events
shall occur and be continuing:


(a)           the
Company defaults in the payment of any principal, Make-Whole Amount, if any,
prepayment premium, if any, or LIBOR Breakage Amount, if any, on any Note when
the same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise; or


(b)           the
Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or


(c)           the
Parent or the Company defaults in the performance of or compliance with any
term contained in Section 7.1(d) or Sections 10.1 through 10.10; or


(d)           the
Parent or the Company defaults in the performance of or compliance
with any term contained herein (other than those referred to in
paragraphs (a), (b) and (c) of this Section 11) and such default is
not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving
written notice of such default from any holder of a Note (any such written
notice to be identified as a “notice of default” and to refer specifically to
this paragraph (d) of Section 11); or


(e)           any
representation or warranty made in writing by or on behalf of the Parent or the
Company or by any officer of the Parent or the Company in this Agreement or in
any writing furnished in connection with the transactions contemplated hereby or
thereby proves to have been false or incorrect in any material respect on the
date as of which made; or



 32
 









(f)            (i)
the Parent or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole
amount, libor breakage amount, or interest on any Indebtedness that is
outstanding in an aggregate principal amount of at least $50,000,000 beyond any
period of grace provided with respect thereto, or (ii) the Parent or any
Subsidiary is in default in the performance of or compliance with any term of
any evidence of any Indebtedness that is outstanding in an aggregate principal
amount of at least $50,000,000 or of any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of such
default or condition such Indebtedness has become, or has been declared (or one
or more Persons are entitled to declare such Indebtedness to be), due and
payable before its stated maturity or before its regularly scheduled dates of
payment, or (iii) as a consequence of the occurrence or continuation of
any event or condition (other than the passage of time or the right of the
holder of Indebtedness to convert such Indebtedness into equity interests), (x)
the Parent or any Subsidiary has become obligated to purchase or repay
Indebtedness before its regular maturity or before its regularly scheduled
dates of payment in an aggregate outstanding principal amount of at least
$50,000,000, or (y) one or more Persons have the right to require the
Parent or any Subsidiary so to purchase or repay such Indebtedness; or


(g)           the
Parent or any Subsidiary (i) is generally not paying, or admits in writing
its inability to pay, its debts as they become due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy,
for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect to any
substantial part of its property, (v) is adjudicated as insolvent or to be
liquidated, or (vi) takes corporate action for the purpose of any of the
foregoing; or


(h)           a
court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Parent or any Subsidiary, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Parent or any Subsidiary, or any such petition
shall be filed against the Parent or any Subsidiary and such petition shall not
be dismissed within 60 days; or


(i)            a
final judgment or judgments for the payment of money aggregating in excess of
$15,000,000 are rendered against one or more of the Parent and its
Subsidiaries, which judgments are not, within 60 days after entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged within 60
days after the expiration of such stay;


(j)            if
(i) any Plan shall fail to satisfy the minimum funding standards of ERISA
or the Code for any plan year or part thereof or a waiver of such standards or 



 33
 









extension of
any amortization period is sought or granted under section 412 of the
Code, (ii) a notice of intent to terminate any Plan shall have been or is
reasonably expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee to
administer any Plan or the PBGC shall have notified the Parent or any ERISA
Affiliate that a Plan may become a subject of any such proceedings,
(iii) the aggregate “amount of unfunded benefit liabilities” (within the
meaning of section 4001(a)(18) of ERISA) under all Plans determined in
accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) the
Parent or any ERISA Affiliate shall have incurred or is reasonably expected to
incur any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans, (v) the Parent
or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the
Parent or any Subsidiary establishes or amends any employee welfare benefit
plan that provides post-employment welfare benefits in a manner that would
increase the liability of the Parent or any Subsidiary thereunder; and any such
event or events described in clauses (i) through (vi) above, either
individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect;


(k)           the
Parent Guaranty ceases to be in full force and effect or is declared to be null
and void in whole or in material part by a court or other governmental or
regulatory authority having jurisdiction or the validity or enforceability
thereof shall be contested by the Parent or it renounces any of the same or
denies that it has any or further liability thereunder; or


(l)            the
Subsidiary Guaranty ceases to be in full force and effect (except in accordance
with and by reason of the provisions of Section 9.7(b)) or is declared to be
null and void in whole or in material part by a court or other governmental or
regulatory authority having jurisdiction or the validity or enforceability
thereof shall be contested by the Company or any Subsidiary Guarantor or any of
them renounces any of the same or denies that it has any or further liability
thereunder.


As used in Section 11(j), the terms “employee benefit
plan” and “employee welfare benefit plan” shall have the respective meanings
assigned to such terms in section 3 of ERISA.


12.          REMEDIES ON DEFAULT,
ETC.


12.1        Acceleration.


(a)           If
an Event of Default with respect to the Parent or the Company described in
paragraph (g) or (h) of Section 11 (other than an Event of Default
described in clause (i) of paragraph (g) or described in clause (vi)
of paragraph (g) by virtue of the fact that such clause encompasses clause
(i) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.


(b)           If
any other Event of Default has occurred and is continuing, any holder or
holders of at least 51% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.



 34
 









(c)           If
any Event of Default described in paragraph (a) or (b) of Section 11 has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it
or them to be immediately due and payable.


Upon
any Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the
entire unpaid principal amount of such Notes, plus (w) all accrued and unpaid
interest thereon (including, but not limited to, interest accrued thereon at
the Default Rate), (x) any applicable Make-Whole Amount determined in respect
of such principal amount (to the full extent permitted by applicable law), (y)
any applicable prepayment premium (to the full extent permitted by applicable
law), and (z) any LIBOR Breakage Amount determined in respect of such principal
amount, shall all be immediately due and payable, in each and every case
without presentment, demand, protest or further notice, all of which are hereby
waived.  The Company acknowledges, and
the parties hereto agree, that each holder of a Note has the right to maintain
its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a
Make-Whole Amount, prepayment premium or LIBOR Breakage Amount by the Company,
if any, in the event that the Notes are prepaid or are accelerated as a result
of an Event of Default, is intended to provide compensation for the deprivation
of such right under such circumstances.


12.2        Other Remedies.


If
any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for
an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or
otherwise.


12.3        Rescission.


At
any time after any Notes have been declared due and payable pursuant to clause
(b) or (c) of Section 12.1, the holder or holders of at least 51% in principal
amount of the Notes then outstanding, by written notice to the Company, may
rescind and annul any such declaration and its consequences if (a) the Company
has paid all overdue interest on the Notes, all principal of and any applicable
Make-Whole Amount, prepayment premium and LIBOR Breakage Amount on any Notes
that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and any Make-Whole
Amount, prepayment premium and LIBOR Breakage Amount and (to the extent
permitted by applicable law) any overdue interest in respect of the Notes, at
the Default Rate, (b) neither the Company nor any other Person shall have paid
any amounts that have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (d) no judgment or decree has been entered
for the payment of any monies due 



 35
 









pursuant hereto or to the Notes.  No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or
Default or impair any right consequent thereon.


12.4        No Waivers or Election of
Remedies, Expenses, etc.


No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this
Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under this
Section 12, including reasonable attorneys’ fees, expenses and disbursements.


13.          REGISTRATION; EXCHANGE;
SUBSTITUTION OF NOTES.


13.1        Registration of Notes.


The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes.  The name and address of each holder of one or
more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register.  Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed
and treated as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any holder of a
Note that is an Institutional Investor, promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.


13.2        Transfer and Exchange of
Notes.


Upon
surrender of any Note to the Company at the address and to the attention of the
designated officer (all as specified in Section 18(iii)), for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or such holder’s attorney duly authorized in
writing and accompanied by the relevant name, address and other information for
notices of each transferee of such Note or part thereof), the Company shall
execute and deliver within 10 Business Days, at the Company’s expense (except
as provided below), one or more new Notes (as requested by the holder thereof)
in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. 
Each such new Note shall be payable to such Person as such holder may
request and shall be substantially in the form of Note specified for the Notes
of such series and tranche, if any.  Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes. Notes shall not be transferred in denominations of
less than $500,000, provided that if necessary to enable the registration of 



 36
 









transfer by a holder of its entire holding of Notes,
one Note may be in a denomination of less than $500,000.  Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representations set forth in Section 6.2.


13.3        Replacement of Notes.


Upon
receipt by the Company at the address and to the attention of the designated
officer (all as specified in Section 18(iii)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and


(a)           in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an
original Purchaser or another holder of a Note with a minimum net worth of at
least $50,000,000 or a Qualified Institutional Buyer, such Person’s own
unsecured agreement of indemnity shall be deemed to be satisfactory), or


(b)           in
the case of mutilation, upon surrender and cancellation thereof,


the Company at its own expense shall execute and
deliver within 10 Business Days, in lieu thereof, of the same series and
tranche, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date
of such lost, stolen, destroyed or mutilated Note if no interest shall have
been paid thereon.


14.          PAYMENTS ON NOTES.


14.1        Place of Payment.


Subject
to Section 14.2, payments of principal, Make-Whole Amount, if any, prepayment
premium, if any, LIBOR Breakage Amount, if any, and interest becoming due and
payable on the Notes shall be made in New York, New York at the principal
office of JPMorgan Chase Bank, N.A. in such jurisdiction.  The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.


14.2        Home Office Payment.


So
long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, prepayment premium, if any, LIBOR
Breakage Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified
to the Company in writing for such purpose, without the presentation or
surrender of such Note or the making of any notation thereon, except that upon
written request of the Company made concurrently with or reasonably promptly
after payment or prepayment in full of any Note, you shall surrender 



 37
 









such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to Section
14.1.  Prior to any sale or other
disposition of any Note held by you or your nominee you will, at your election,
either endorse thereon the amount of principal paid thereon and the last date
to which interest has been paid thereon or surrender such Note to the Company
in exchange for a new Note or Notes pursuant to Section 13.2.  The Company will afford the benefits of this
Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by you under this Agreement and that has made
the same agreement relating to such Note as you have made in this Section 14.2.


15.          EXPENSES, ETC.


15.1        Transaction Expenses.


Whether
or not the transactions contemplated hereby are consummated, the Parent or the
Company will pay all costs and expenses (including reasonable attorneys’ fees
of one special counsel and, if reasonably required by the Required Holders,
local or other counsel) incurred by you and each Other Purchaser or holder of a
Note in connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement, the Notes, the
Parent Guaranty or the Subsidiary Guaranty (whether or not such amendment,
waiver or consent becomes effective), including, without limitation: (a) the
costs and expenses incurred in enforcing or defending (or determining whether
or how to enforce or defend) any rights under this Agreement, the Notes, the
Parent Guaranty or the Subsidiary Guaranty or in responding to any subpoena or
other legal process or informal investigative demand issued in connection with
this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty, or
by reason of being a holder of any Note, (b) the costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby, by the Notes, by the
Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not
in excess of $3,000, incurred in connection with the initial filing of this
Agreement and all related documents and financial information with the
SVO.  The Company will pay, and will save
you and each Other Purchaser or holder of a Note harmless from, all claims in
respect of any fees, costs or expenses, if any, of brokers and finders (other
than those, if any, retained by a Purchaser or other holder in connection with
its purchase of the Notes).


15.2        Survival.


The
obligations of the Company under this Section 15 will survive the payment
or transfer of any Note, the enforcement, amendment or waiver of any provision
of this Agreement or the Notes, and the termination of this Agreement.


16.          SURVIVAL OF REPRESENTATIONS
AND WARRANTIES; ENTIRE AGREEMENT.


All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by you of
any Note or 



 38
 









portion thereof or interest therein and the payment of
any Note, and may be relied upon by any subsequent holder of a Note, regardless
of any investigation made at any time by or on behalf of you or any other
holder of a Note; provided, however that all representations and warranties
contained herein shall expire upon the indefeasible payment in full of all
amounts due in connection with this Agreement. 
All statements contained in any certificate or other instrument
delivered by or on behalf of the Parent or the Company pursuant to this
Agreement shall be deemed representations and warranties of the Parent and the
Company under this Agreement.  Subject to
the preceding sentence, this Agreement and the Notes embody the entire
agreement and understanding between you and the Parent and the Company and
supersede all prior agreements and understandings relating to the subject
matter hereof.


17.          AMENDMENT AND WAIVER.


17.1        Requirements.


This
Agreement, the Notes, the Parent Guaranty and the Subsidiary Guaranty may be
amended, and the observance of any term hereof or thereof may be waived (either
retroactively or prospectively), with (and only with) the written consent of
the Company and the Required Holders, except that (a) no amendment or waiver of
any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to you unless
consented to by you in writing, and (b) no such amendment or waiver may,
without the written consent of the holder of each Note at the time outstanding
affected thereby, (i) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on,
the Notes, (ii) change the percentage of the principal amount of the Notes
the holders of which are required to consent to any such amendment or waiver,
or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.  Notwithstanding the foregoing, but subject to
the provisions of Section 12 relating to acceleration or rescission, a specific
series of Notes (and the related provisions of this Agreement) may be amended
by the Company and the holders of 100% of the aggregate principal amount of
such series of Notes if the effect of such amendment is solely to change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount or LIBOR Breakage Amount on the Notes of such series.


17.2        Solicitation of Holders of
Notes.


(a)           Solicitation.  The Parent and the Company will provide each
holder of the Notes (irrespective of the amount of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a decision is
required, to enable such holder to make an informed and considered decision
with respect to any proposed amendment, waiver or consent in respect of any of
the provisions hereof or of the Notes. 
The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date
on which it is executed and delivered by, or receives the consent or approval
of, the requisite holders of Notes.



 39
 









(b)           Payment.  The Parent and the Company will not directly
or indirectly pay or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, or grant any security,
to any holder of Notes as consideration for or as an inducement to the entering
into by any holder of Notes of any waiver or amendment of any of the terms and
provisions hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding that also enters into any waiver or amendment of any of the terms
and provisions hereto.  If any such
remuneration is paid to any holder of Notes that for any reason does not enter
into any waiver or amendment of any of the terms and provisions hereof, such
remuneration shall also be paid to all other non-consenting holders.


17.3        Binding Effect, etc.


Any
amendment or waiver consented to as provided in this Section 17 applies
equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Parent and the Company without regard to
whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or
affect any obligation, covenant, agreement, Default or Event of Default not
expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Parent or
the Company and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note.  As used herein, the
term “this Agreement” or “the Agreement” and references thereto shall mean this
Note Purchase Agreement as it may from time to time be amended or supplemented.


17.4        Notes Held by Company,
etc.


Solely
for the purpose of determining whether the holders of the requisite percentage
of the aggregate principal amount of Notes then outstanding approved or
consented to any amendment, waiver or consent to be given under this Agreement
or the Notes, or have directed the taking of any action provided herein or in
the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding.


18.          NOTICES.


All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of
such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:


(i)            if
to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall have
specified to the Company in writing,



 40
 









(ii)           if
to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing, or


(iii)          if
to the Company, the Parent or any Subsidiary Guarantor, to the Company at its
address set forth at the beginning hereof to the attention of David Chelette,
or at such other address as the Company shall have specified to the holder of
each Note in writing.


Notices under this Section 18 will be deemed given
only when actually received.


19.          REPRODUCTION OF
DOCUMENTS.


This
Agreement and all documents relating hereto, including (a) consents,
waivers and modifications that may hereafter be executed, (b) documents
received by you at a Closing (except the Notes themselves), and
(c) financial statements, certificates and other information previously or
hereafter furnished to you, may be reproduced by you by any photographic,
photostatic, electronic, digital or other similar process and you may destroy
any original document so reproduced.  The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular course
of business) and any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.  This Section 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing
evidence to demonstrate the inaccuracy of any such reproduction.


20.          CONFIDENTIAL
INFORMATION.


For
the purposes of this Section 20, “Confidential Information” means information
delivered to any Purchaser by or on behalf of the Parent or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified when received by you as being confidential
information of the Parent or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to you
prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by you or any Person acting on your behalf,
(c) otherwise becomes known to you other than through disclosure by the
Parent or any Subsidiary, or (d) constitutes financial statements
delivered to you under Section 7.1 that are otherwise publicly available.  You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you in good
faith to protect confidential information of third parties delivered to you,
provided that you may deliver or disclose Confidential Information to
(i) your directors, officers, employees, agents, attorneys and affiliates
(to the extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20,
(iii) any other holder of any Note, (iv) any Institutional Investor to
which you sell or offer to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its
receipt of 



 41
 









such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which you offer
to purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over you, (vii) the NAIC or the SVO or, in
each case, any similar organization, or any nationally recognized rating agency
that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to you, (x) in response to any subpoena or
other legal process, (y) in connection with any litigation to which you
are a party or (z) if an Event of Default has occurred and is continuing,
to the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 20 as though it were a party to this Agreement.  On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions
of this Section 20.


21.          SUBSTITUTION OF
PURCHASER.


You
shall have the right to substitute any one of your Affiliates as the purchaser
of the Notes that you have agreed to purchase hereunder, by written notice to
the Company, which notice shall be signed by both you and such Affiliate, shall
contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6; provided; however, that you shall
pay any additional expenses incurred by the Company in connection with such
substitution, including expenses due to a delay in the Closing or any
requirement that the Company provide additional closing certificates.  Upon receipt of such notice, wherever the
word “you” is used in this Agreement (other than in this Section 21), such word
shall be deemed to refer to such Affiliate in lieu of you.  In the event that such Affiliate is so
substituted as a purchaser hereunder and such Affiliate thereafter transfers to
you all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of such transfer, wherever the word “you” is used in this Agreement
(other than in this Section 21), such word shall no longer be deemed to
refer to such Affiliate, but shall refer to you, and you shall have all the
rights of an original holder of the Notes under this Agreement.


22.          MISCELLANEOUS.


22.1        Successors and Assigns.


All
covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including any subsequent holder of a Note) whether so
expressed or not.



 42
 









22.2        Payments Due on
Non-Business Days.


Anything
in this Agreement or the Notes to the contrary notwithstanding (but without
limiting the requirement in Section 8.2 that the notice of any optional
prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount, LIBOR Breakage Amount or interest
on any Note that is due on a date other than a Business Day shall be made on
the next succeeding Business Day without including the additional days elapsed
in the computation of the interest payable on such next succeeding Business
Day; provided that if the maturity date of any Note is a date other than a
Business Day, the payment otherwise due on such maturity date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.


22.3        Accounting Terms.


All
accounting terms used herein that are not expressly defined in this Agreement
have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided
herein, (i) all computations made pursuant to this Agreement shall be made in
accordance with GAAP and (ii) all financial statements shall be prepared in
accordance with GAAP.


22.4        Severability.


Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the fullest extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.


22.5        Construction.


Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.


For
the avoidance of doubt, all Schedules and Exhibits attached to this Agreement
shall be deemed to be a part hereof.


22.6        Counterparts.


This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.



 43
 









22.7        Governing Law.


This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the state of New York excluding
choice of law principles of the law of such state that would require the
application of the laws of a jurisdiction other than such state.


22.8        Jurisdiction and Process;
Waiver of Jury Trial.


(a)           Each
of the Parent and the Company irrevocably submits to the non-exclusive
jurisdiction of any New York state or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising
out of or relating to this Agreement, the Parent Guaranty, the Subsidiary
Guaranty or the Notes.  To the fullest
extent permitted by applicable law, each of the Parent and the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.


(b)           Each
of the Parent and the Company consents to process being served by or on behalf
of any holder of Notes in any suit, action or proceeding of the nature referred
to in Section 22.8(a) by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, return
receipt requested, to it at its address specified in Section 18 or at such
other address of which such holder shall then have been notified pursuant to
said Section.  Each of the Parent and the
Company agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law,
be taken and held to be valid personal service upon and personal delivery to
it.  Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt furnished by
the United States Postal Service or any reputable commercial delivery service.


(c)           Nothing
in this Section 22.8 shall affect the right of any holder of a Note to
serve process in any manner permitted by law, or limit any right that the
holders of any of the Notes may have to bring proceedings against the Company
in the courts of any appropriate jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction.


(d)           THE PARTIES HERETO WAIVE
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE
NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.



 44















If you are in
agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this
Agreement shall become a binding agreement between you, the Company and the
Parent.


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  J.B. HUNT TRANSPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Jerry W. Walton

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.B. HUNT TRANSPORT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: David N. Chelette

  
	
   

  	
  Title: Treasurer

  



 



 S-1
 









This Agreement is accepted
and 

agreed to as of the date thereof.


	
  THE PRUDENTIAL INSURANCE COMPANY

  
	
  OF
  AMERICA

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
              Vice
  President

  
	
   

  
	
   

  
	
  PRUCO LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
              Vice
  President

  
	
   

  
	
   

  
	
  PRUDENTIAL RETIREMENT INSURANCE

  
	
  AND
  ANNUITY COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
  as investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
               Vice
  President

  
						



 



 S-2
 









METROPOLITAN LIFE
INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT

by Metropolitan Life Insurance Company, its Investment Manager


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


(executed by Metropolitan
Life Insurance Company (i) as to itself

as a Purchaser and (ii) as investment manager to MetLife Insurance

Company of Connecticut as a Purchaser)



 S-3
 









TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-4
 









UNUM LIFE INSURANCE
COMPANY OF AMERICA


	
  By:  Provident Investment Management,
  LLC

  	
   

  
	
  Its:  Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
				



 


PROVIDENT LIFE AND
ACCIDENT INSURANCE COMPANY


	
  By:  Provident Investment Management,
  LLC

  	
   

  
	
  Its:  Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 



 S-5
 









 


	
  CONNECTICUT GENERAL LIFE INSURANCE COMPANY

  
	
  By: CIGNA Investments, Inc. (authorized agent)

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title

  
	
   

  



 


	
  LIFE INSURANCE COMPANY OF NORTH AMERICA

  
	
  By: CIGNA Investments, Inc. (authorized agent)

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title

  



 



 S-6
 









 


	
  COLORADO BANKERS LIFE INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  GREAT WESTERN INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  THE CATHOLIC AID ASSOCIATION

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  AMERICAN REPUBLIC INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-7
 









 


	
  TRUSTMARK INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  GUIDEONE MUTUAL INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  GUIDEONE PROPERTY AND CASUALTY INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  SECURITY NATIONAL LIFE INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  FORT DEARBORN LIFE INSURANCE COMPANY

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-8
 









 


	
  BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

  
	
  By: Advantus Capital Management, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-9
 









 


	
  SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-10
 









 


	
  PACIFIC
  LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-11
 









 


	
  KNIGHTS OF COLUMBUS

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-12
 









 


	
  THE TRAVELERS INDEMNITY COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 S-13
 









 


	
  COUNTRY LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  COTTON STATES LIFE INSURANCE

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
				



 



 S-14
 









 


	
  STATE FARM LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Julie Pierce

  	
   

  
	
   

  	
  Senior Investment
  Officer

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Jeffrey T.
  Attwood

  	
   

  
	
   

  	
  Investment
  Officer

  	
   

  



 



 S-15















SCHEDULE
A


INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  8,850,000

  	
   

  
	
  THE PRUDENTIAL
  INSURANCE COMPANY OF AMERICA

  	
   

  	
  $

  	
  18,050,000

  	
   

  



 


	
  

  	
  All payments on
  account of Notes held by such purchaser

  	
   

  
	
  (1)

  	
  shall be made by
  wire transfer of immediately available

  	
   

  
	
   

  	
  funds for credit
  to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Account Name:
  Prudential Managed Portfolio

  Account No.: P86188 (please do not include spaces) (in

  the case of payments on account of the Note originally

  issued in the principal amount of $8,850,000)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Account Name:
  The Prudential - Privest Portfolio

  Account No.: P86189 (please do not include spaces) (in

  the case of payments on account of the Note originally

  issued in the principal amount of $18,050,000)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase
  Bank

  New York, NY

  ABA No.: 021-000-021

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Each such wire
  transfer shall set forth the name of the

  Company, a reference to “6.08% Senior Notes due 2014,

  Security No. INV10903, PPN 44565# AE1” and the due

  date and application (as among principal, interest and

  Make-Whole Amount) of the payment being made.

  	
   

  



 



 1
 









 


	
  (2)

  	
  Address for all notices relating to payments:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Prudential Insurance Company of America

  c/o Investment Operations Group

  Gateway Center Two, 10th Floor

  100 Mulberry Street

  Newark, NJ 07102-4077

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention: Manager, Billings and Collections

  
	
   

  	
   

  
	
   

  	
   

  
	
  (3)

  	
  Address for all other communications and notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Prudential Insurance Company of America

  c/o Prudential Capital Group

  2200 Ross Avenue, Suite 4200E

  Dallas, TX 75201

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  (4)

  	
  Recipient of telephonic prepayment notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Manager, Trade Management Group

  
	
   

  	
   

  
	
   

  	
  Telephone: (973) 367-3141

  
	
   

  	
   

  
	
   

  	
  Facsimile:(888) 889-3832

  



 



 2
 









 


	
  (5)

  	
  Address for Delivery of Notes:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Send physical security by nationwide overnight
  delivery

  service to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Prudential Capital Group

  1170 Peachtree Street, Suite 500

  Atlanta, GA 30309

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: Michael Fierro

  Telephone: (404) 870-3753

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Tax Identification No.: 22-1211670

  	
   

  



 



 3
 









 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pruco Life Insurance Company

  	
   

  	
  $

  	
  13,650,000

  	
   

  
					



 


	
  

  	
  All payments on account of Notes held by such
  purchaser 

  	
   

  
	
  (1)

  	
  shall be made by wire transfer of immediately
  available 

  	
   

  
	
   

  	
  funds for credit to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  New York, NY

  ABA No.: 021-000-021

  Account No.: P86192 (please do not include spaces)

  Account Name: Pruco Life Private Placement

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Each such wire transfer shall set forth the name of
  the

  Company, a reference to “6.08% Senior Notes due 2014,

  Security No. INV10903, PPN 44565# AE1” and the due

  date and application (as among principal, interest and

  Make-Whole Amount) of the payment being made.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address for all notices relating to payments:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Pruco Life Insurance Company

  c/o The Prudential Insurance Company of America

  c/o Investment Operations Group

  Gateway Center Two, 10th Floor

  100 Mulberry Street

  Newark, NJ 07102-4077

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: Manager, Billings and Collections

  	
   

  



 



 4
 









 


	
  (3)

  	
  Address for all other communications and notices:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Pruco Life Insurance Company

  c/o Prudential Capital Group

  2200 Ross Avenue, Suite 4200E

  Dallas, TX 75201

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Recipient of telephonic prepayment notices:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Manager, Trade Management Group

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone: (973) 367-3141

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:(888) 889-3832

  	
   

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  Address for Delivery of Notes:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Send physical security by nationwide overnight
  delivery service to: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Prudential Capital Group

  1170 Peachtree Street, Suite 500

  Atlanta, GA 30309

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: Michael Fierro

  Telephone: (404) 870-3753

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Addresses for Electronic Delivery: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  brien.davis@prudential.com;

  Tim.Laczkowski@prudential.com;

  james.cooper@prudential.com

  	
   

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  Tax Identification No.: 22-1944557

  	
   

  



 



 5
 









 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF SERIES

  2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRUDENTIAL
  RETIREMENT INSURANCE AND ANNUITY COMPANY

  	
   

  	
  $

  	
  4,450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					






 


	
  

  	
   

  	
   

  
	
   

  	
  All payments on account of Notes held by such
  purchaser  

  	
   

  
	
  (1)

  	
  shall be made by wire transfer of immediately
  available

  	
   

  
	
   

  	
  funds for credit to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  New York, NY

  ABA No.: 021-000-021

  Account No.: P86192 (please do not include spaces)

  Account Name: PRIAC – SA - Private Placement Fund – Priv-Privates

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Each such wire transfer shall set forth the name of
  the

  Company, a reference to “6.08% Senior Notes due 2014,

  Security No. INV10903, PPN 44565# AE1” and the due

  date and application (as among principal, interest and

  Make-Whole Amount) of the payment being made.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address for all notices relating to payments:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Prudential Retirement Insurance and Annuity Company

  c/o The Prudential Insurance Company of America

  c/o Investment Operations Group

  Gateway Center Two, 10th Floor

  100 Mulberry Street

  Newark, NJ 07102-4077

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: Manager, Billings and Collections

  	
   

  



 



 6
 









 


	
  (3)

  	
  Address for all other communications and notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Prudential Private Placement Investors, L.P.

  c/o Prudential Capital Group

  2200 Ross Avenue, Suite 4200E

  Dallas, TX 75201

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  (4)

  	
  Address for Delivery of Notes:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Send physical security by nationwide overnight
  delivery service to: 

  
	
   

  	
   

  
	
   

  	
  Prudential Capital Group

  1170 Peachtree Street, Suite 500

  Atlanta, GA 30309

  
	
   

  	
   

  
	
   

  	
  Attention: Michael Fierro

  Telephone: (404) 870-3753

  
	
   

  	
   

  
	
  (5)

  	
  Addresses for Electronic Delivery:

  
	
   

  	
   

  
	
   

  	
  brien.davis@prudential.com;

  Tim.Laczkowski@prudential.com;

  james.cooper@prudential.com

  
	
   

  	
   

  
	
  (6)

  	
  Tax Identification No.: 22-1944557

  



 



 7
 









INFORMATION RELATING TO PURCHASERS


 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Metropolitan
  Life Insurance Company

  	
   

  	
  $

  	
  34,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					






 


(1)           All payments by wire
transfer of immediately available funds to:


Bank Name:           JPMorgan Chase Bank


ABA Routing #:021-000-021


Account No.:        002-2-410591


Account Name:
Metropolitan Life Insurance Company


Ref:         J.B.
Hunt Transport, Inc. 6.08% Senior Notes due July 26, 2012


Each such wire transfer
shall set forth the name of the Issuer, the full title (including the coupon
rate, issuance date, and final maturity date) of the Notes on account of which
such payment is made, a reference to the PPN, and the due date and application
(as among principal, premium and interest) of the payment being made.


(2)           All
notices and communications:


Metropolitan Life
Insurance Company


Investments, Private
Placements


10 Park Avenue, P.O. Box
1902


Morristown, New Jersey
07962-1902


Attention:  Director


Facsimile (973)
355-4250


With a copy OTHER than with respect to deliveries of
financial statements to:


Metropolitan
Life Insurance Company


10
Park Avenue, P.O. Box 1902


Morristown,
New Jersey 07962-1902


Attention:
Chief Counsel-Securities Investments (PRIV)


Facsimile (973) 355-4338



 8
 









(3)  Original notes delivered to:


Metropolitan Life
Insurance Company


Securities Investments,
Law Department


10 Park Avenue, P.O. Box
1902


Morristown, New Jersey
07962-1902


Attention:  Thomas J. Pasuit,
Esq.


(4)  Please send one (1) full set of original
closing documents, two (2) conformed copies of the principal documents and one
(1) CD ROM of the final closing documents to:


MetLife

Attention: Thomas J. Pasuit, Esq.


10 Park Avenue


Morristown, NJ 07962


Please send one (1) CD
ROM of the principal documents to:


MetLife


Attention: Mary Phillips


18210 Crane Nest Drive


Tampa, FL 33647-2748


(813) 983-4564


(5)  E-mail address for Electronic Delivery:


wgardner@metlife.com


(6)  Taxpayer I.D. Number: 13-5581829



 9
 









INFORMATION
RELATING TO PURCHASERS


 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  METLIFE INSURANCE
  COMPANY OF CONNECTICUT

  	
   

  	
  $

  	
  11,000,000

  	
   

  
					






 


(1)           All
payments by wire transfer of immediately available funds to:


Bank Name:           JPMorgan Chase Bank


ABA Routing #:021-000-021


Account No.:        910-2-587434


Account Name: MetLife
Insurance Company of Connecticut


Ref:         J.B.
Hunt Transport, Inc. 6.08% Senior Notes due July 26, 2012


Each such wire transfer
shall set forth the name of the Issuer, the full title (including the coupon
rate, issuance date, and final maturity date) of the Notes on account of which
such payment is made, a reference to the PPN, and the due date and application
(as among principal, premium and interest) of the payment being made.


(2)           All
notices and communications:


MetLife Insurance Company
of Connecticut


c/o Metropolitan Life
Insurance Company


Investments, Private
Placements


10 Park Avenue, P.O. Box
1902


Morristown, New Jersey
07962-1902


Attention:  Director


Facsimile (973) 355-4250


With a copy OTHER than with respect to deliveries of
financial statements to:


MetLife Insurance Company
of Connecticut


c/o Metropolitan Life Insurance Company


10
Park Avenue, P.O. Box 1902


Morristown,
New Jersey 07962-1902


Attention:
Chief Counsel-Securities Investments (PRIV)


Facsimile (973) 355-4338



 10
 









(3)  Original notes delivered to:


MetLife Insurance Company
of Connecticut


c/o Metropolitan Life
Insurance Company


Securities Investments,
Law Department


10 Park Avenue, P.O. Box
1902


Morristown, New Jersey
07962-1902


Attention:  Thomas J. Pasuit,
Esq.


(4)  E-mail address for Electronic Delivery:


wgardner@metlife.com


(5)  Taxpayer I.D. Number: 06-0566090



 11
 









INFORMATION RELATING TO PURCHASERS


 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRANSAMERICA OCCIDENTAL
  LIFE INSURANCE COMPANY

  	
   

  	
  $

  	
  26,000,000

  	
   

  
					






 


(1)           All
payments by wire transfer of immediately available funds to:


Mellon Trust of New England


ABA# - 011001234


Credit DDA Account #125261


Attn: MBS Income, cc1253


Custody Account No.: TRAF1515002


FC TOLIC DFP1 04


Each such wire transfer
shall set forth the name of the Issuer, the full title (including the coupon
rate, issuance date, and final maturity date) of the Notes on account of which
such payment is made, a reference to the PPN, and the due date and application
(as among principal, premium and interest) of the payment being made.


(2)           All
notices of payments and written confirmations of such wire transfers:


Email:
paymentnotifications@aegonusa.com


AEGON
USA Investment Management, LLC


Attn:
Custody Operations-Privates


4333
Edgewood Road NE


Cedar Rapids, IA 52499-7013


(3)           E-mail
address for Electronic Delivery: cpahlke@aegonusa.com



 12
 









(4)           Routine
correspondence and reporting:


AEGON USA Investment Management, LLC


Attn: Fred Howard - Private Corporate Finance


400 West Market Street, 10th Floor


Louisville, KY 40202


Phone: 502-560-2198


Fax: 502-560-2030


Email: cpahlke@aegonusa.com


and


AEGON USA Investment Management, LLC


Attn:  Director of
Private Placements


4333 Edgewood Road N.E.


Cedar Rapids, IA 52499-5335


Phone: 319-369-2432


Fax: 319-369-2666


(5)           Legal/Closing Documents:


AEGON USA Investment Management, LLC


Attn:  Director of
Private Placements


4333 Edgewood Road N.E.


Cedar Rapids, IA 52499-5335


and


AEGON USA Investment Management, LLC


Attn: Paul Houk, Esquire


Investment Legal Department


400 West Market Street, 10th Floor


Louisville, KY 40202


(6)           Note Delivery Instructions:


A)   A copy of the Note MUST be faxed to Custody Operations-Privates at 888-652-8024
for verification.


B)    Once the note has been verified, a letter including the
Custody Bank Instructions will then be faxed back.


C)    The FAXED LETTER will contain the Custody vault address where the FAXED LETTER
and ORIGINAL note needs to be sent.


(7)           Taxpayer
I.D. Number:  95-1060502



 13
 









INFORMATION RELATING TO PURCHASERS


 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNUM LIFE INSURANCE
  COMPANY OF AMERICA

  	
   

  	
  $

  	
  5,000,000

  	
   

  
					






 


	
  

  	
  Register Notes in Name of: CUDD & CO.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  All payments by wire or intrabank transfer of
  immediately available funds to: 

  	
   

  	
   

  
	
   

  	
   

  	
  CUDD & CO.

  c/o JPMorgan Chase Bank

  New York, NY

  ABA No. 021 000 021

  SSG Private Income Processing

  A/C #900-9-000200

  Custodial Account No. G08287

  	
   

  	
   

  
					



 


	
  

  	
   

  
	
   

  	
  Please reference:

  	
  Issuer

  
	
   

  	
   

  	
  PPN

  
	
   

  	
   

  	
  Coupon

  
	
   

  	
   

  	
  Maturity

  
	
   

  	
   

  	
  Principal =      $              

  
	
   

  	
   

  	
  Interest =        $                

  



 


	
  (2)

  	
  All notices of payments and written confirmations of

            such wire
  transfers and other communications to: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Provident Investment Management, LLC

  Private Placements

  One Fountain Square

  Chattanooga, Tennessee 37402

  Telephone:(423) 294-1172

  Fax:(423) 294-3351

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
  E-mail address for Electronic Delivery: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  shodges@unum.com

  	
   

  	
   

  



 



 14
 









 


	
  (4)

  	
  Other communications:

  	
   

  
	
   

  
	
   

  	
  Ms. Sheila Hodges

  
	
   

  	
  Provident Investment Management,LLC

  
	
   

  	
  PrivatePlacements

  
	
   

  	
  One Fountain Square

  
	
   

  	
  Chattanooga,Tennessee37402

  
	
   

  	
  (423) 294-1172

  
	
   

  
	
   

  
	
  (5)

  	
  Address for delivery of Notes:

  
	
   

  
	
   

  	
  JP Morgan Chase Bank

  
	
   

  	
  4 New York Plaza

  
	
   

  	
  Ground Floor Window

  
	
   

  	
  New York, New York 10004

  
	
   

  	
  Account No.: G08287 (Unum Life Insurance Company of
  America)

  
	
   

  	
  Attention: John Bouquet / G08287

  
	
   

  	
  Telephone: (212) 623-2840

  
	
   

  
	
  (6)

  	
  Tax ID: 13-6022143

  
				



 



 15
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PROVIDENT LIFE AND
  ACCIDENT INSURANCE COMPANY

  	
   

  	
  $

  	
  5,000,000

  	
   

  
					



 


	
  

  	
  Register Notes in Name of: CUDD & CO.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  All payments by wire or intrabank transfer of
  immediately available funds to: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUDD & CO.

  c/o JPMorgan Chase Bank

  New York, NY ABA No. 021 000 021

  SSG Private Income Processing

  A/C #900-9-000200

  Custodial Account No. G06704

  	
   

  	
   

  
					



 


	
  

  	
  Please reference:

  	
  Issuer

  
	
   

  	
   

  	
  PPN

  
	
   

  	
   

  	
  Coupon

  
	
   

  	
   

  	
  Maturity

  
	
   

  	
   

  	
  Principal     =       $               

  
	
   

  	
   

  	
  Interest       =       $                 

  



 


	
  (2)

  	
  All notices of payments and written confirmations of

            such wire transfers
  and other communications to: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Provident Investment Management, LLC

  Private Placements

  One Fountain Square

  Chattanooga, Tennessee 37402

  Telephone:      (423) 294-1172

  Fax:                 (423)
  294-3351

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  E-mail address for Electronic Delivery: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  shodges@unum.com

  	
   

  



 



 16
 









 


	
  (4)

  	
  Other communications:

  	
   

  
	
   

  
	
   

  	
  Ms. Sheila Hodges

  
	
   

  	
  Provident Investment Management,LLC

  
	
   

  	
  PrivatePlacements

  
	
   

  	
  One Fountain Square

  
	
   

  	
  Chattanooga,Tennessee37402

  
	
   

  	
  (423) 294-1172

  
	
   

  
	
   

  
	
  (5)

  	
  Address for delivery of Notes:

  	
   

  
	
   

  
	
   

  	
  JP Morgan Chase Bank

  
	
   

  	
  4 New York Plaza

  
	
   

  	
  Ground Floor Window

  
	
   

  	
  New York, New York 10004

  
	
   

  	
  Account No.: G06704 (Provident Life and Accident
  Insurance Company)

  
	
   

  	
  Attention: John Bouquet / G06704

  
	
   

  	
  Telephone: (212) 623-2840

  
	
   

  
	
  (6)

  	
  Tax ID: 13-6022143

  
				



 



 17
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNUM LIFE INSURANCE
  COMPANY OF AMERICA

  	
   

  	
  $

  	
  5,000,000

  	
   

  
					



 


	
  

  	
  Register Notes in Name of: Hare & Co

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  All payments by wire or intrabank transfer of
  immediately available funds to: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hare & Co.

  c/o The Bank of New York

  New York, NY

  ABA 021 000 018

  CREDIT A/C#: GLA111565

  A/C NAME: Institutional Custody Insurance Division

  FFC CUSTODY#: 367478

  CUSTODY NAME: Hare & Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  Please reference:

  	
  Issuer

  	 

	
   

  	
   

  	
  PPN

  	 

	
   

  	
   

  	
  Coupon

  	 

	
   

  	
   

  	
  Maturity

  	 

	
   

  	
   

  	
  Principal =      $                          

  	 

	
   

  	
   

  	
  Interest =        $                         

  	 

							



 


	
  (2)

  	
  All notices of payments and written confirmations of

           such wire transfers and
  other communications to: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Provident Investment Management, LLC

  Private Placements

  One Fountain Square

  Chattanooga, Tennessee 37402

  Telephone:       (423) 294-1172

  Fax:                  (423)
  294-3351

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  E-mail address for Electronic Delivery: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
             shodges@unum.com

  	
   

  



 



 18
 









 


	
  (4)

  	
  Other communications:

  	
   

  
	
   

  
	
   

  	
  Ms. Sheila Hodges

  
	
   

  	
  Provident Investment Management,LLC

  
	
   

  	
  PrivatePlacements

  
	
   

  	
  One Fountain Square

  
	
   

  	
  Chattanooga,Tennessee37402

  
	
   

  	
  (423) 294-1172

  
	
   

  
	
  (5)

  	
  Address for delivery of Notes:

  
	
   

  
	
   

  	
  The Bank of New York

  
	
   

  	
  One Wall Street

  
	
   

  	
  3rd Floor, Window A

  
	
   

  	
  New York, NY 10286

  
	
   

  	
  Custody Account No.: 367478

  
	
   

  	
  Custody Name: Hare & Co.

  
	
   

  	
  Attn: Michael Atwi

  
	
   

  	
  Phone: 212-635-4923

  
	
   

  
	
   

  
	
  (6)

  	
  Tax ID: 13-6062916

  
				



 



 19
 









INFORMATION RELATING TO PURCHASERS


 


	
  Name and Address of Purchaser

  	
   

  	
  Principal Amount of

  Series 2007 Notes to be

  Purchased

  	
   

  
	
   

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Connecticut General Life
  Insurance Company

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 


REGISTER
NOTES IN NAME OF: CIG & CO.


(1)           All scheduled payments of principal and
interest by wire transfer of immediately available funds to:


J.P. Morgan Chase Bank


BNF=CIGNA Private
Placements/AC=9009001802


ABA# 021000021


OBI=[name of company; description of security;
interest rate; maturity date; PPN/CUSIP]


(2)           Address for notices related to payments:


CIG & Co.


c/o CIGNA Investments,
Inc.


Attention: Fixed Income
Securities, H16B


280 Trumbull Street


Hartford CT 06103


Fax: 860-727-8024


With a copy to:


J.P. Morgan Chase Bank


14201 Dallas Parkway, 13th Floor


Dallas, TX 75254


Attention: Jamshid
Irshad, Mail Code TX1-J249


Fax: 469-477-1904



 20















(3)           Address for all other
notices:


CIG & Co.


c/o CIGNA Investments,
Inc.


Attention: Fixed Income
Securities, H16B


280 Trumbull Street


Hartford CT 06103


Fax:
860-727-8024


(4)           E-mail address for
Electronic Delivery: leonard.mazlish@cigna.com


(5)           Original notes
delivered to:


J.P. Morgan Chase Bank


4 New York Plaza


New York, NY 10004


Attn: John Bouquet


(6)           Tax ID No. 13-3574027


(7)           Please address two sets
of closing documents and three conformed copies to:


CIGNA Investment
Management


Fixed Income Securities


280 Trumbull Street


Hartford, Connecticut
06103


Attention:
Operations Group, H16B



 21
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIFE INSURANCE
  COMPANY OF AMERICA

  	
   

  	
  $

  	
  2,000,000

  	
   

  
					



 


	
  

  	
  REGISTER NOTES IN NAME OF: CIG & CO.

  	
   

  



 


(1)           All scheduled payments
of principal and interest by wire transfer of immediately available funds to:


J.P. Morgan Chase Bank


BNF=CIGNA Private
Placements/AC=9009001802


ABA# 021000021


OBI=[name of company; description of security;
interest rate; maturity date; PPN/CUSIP]


(2)           Address for notices
related to payments:


CIG & Co.


c/o CIGNA Investments,
Inc.


Attention: Fixed Income
Securities, H16B


280 Trumbull Street


Hartford CT 06103


Fax: 860-727-8024


With a copy to:


J.P. Morgan Chase Bank


14201 Dallas Parkway, 13th Floor


Dallas, TX 75254


Attention: Jamshid
Irshad, Mail Code TX1-J249


Fax: 469-477-1904



 22
 









(3)           Address for all other
notices:


CIG & Co.


c/o CIGNA Investments,
Inc.


Attention: Fixed Income
Securities, H16B


280 Trumbull Street


Hartford CT 06103


Fax:
860-727-8024


(4)           E-mail address for
Electronic Delivery: leonard.mazlish@cigna.com


(5)           Original notes
delivered to:


J.P. Morgan Chase Bank


4 New York Plaza


New York, NY 10004


Attn: John Bouquet


(6)           Tax ID No. 13-3574027



 23
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COLORADO BANKERS LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  400,000

  	
   

  
					



 


Register Notes in name of: Strafe & Co. F/A/O

Colorado Bankers Life Insurance Company


(1)     All
payments by wire transfer of immediately available funds to:


JP Morgan Private Client Services


ABA#:   044000037


F/A/O: Colorado Bankers Life Insurance Co.


                Account #2600392300


Credit #980401787


Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown


(2)     All
notices and statements should be sent to the following address:


Colorado Bankers Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


Bank One Investment Management Group


C/O Trade Settlement


340 South Cleveland Ave. Bldg. 350


Westerville, OH 43081


0H1-0393


(5)     Tax ID No.: 84-0674027



 24
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GREAT WESTERN INSURANCE
  COMPANY

  	
   

  	
  $

  	
  1,000,000

  	
   

  
					



 


Register
Notes in name of: Merrill Lynch for Great Western Insurance Company


(1)     All
payments by wire transfer of immediately available funds to:


JP Morgan Chase


ABA Number: 021 000 021


DDA: 930-4-019012


Sub Account: 035-00202


Attn: Richard D’Angelo


Phone #: 904-218-1683


with sufficient information to identify the source and application of
such funds.


(2)     All
notices and statements should be sent to the following address:


Great Western Insurance
Company


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


New York Window / DTCC


55 Water Street


New York, NY 10041


Acct #:  70G-13700, Great Western Ins. Co.


Attn: Butch Puazo (212)
855-2465


  Rosa Acebo
(212) 855-2468



 25
 









(5)     Tax
ID No.: 87-0395954



 26
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INDUSTRIAL-ALLIANCE
  PACIFIC LIFE INSURANCE COMPANY

  	
   

  	
  $

  	
  700,000

  	
   

  
					



 


Register
Notes in name of: Hare & Co.


(1)     All
payments by wire transfer of immediately available funds to:


          Bk of NYC/ABA #021-000-018


          For credit to:  BBK = IOC 566


          For further credit
to:  


Industrial-Alliance
Pacific Life Insurance Company 


Account Number: 270384


Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown


(2)     All
notices and statements should be sent to the following address:


Industrial-Alliance
Pacific Life Insurance Company


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


The Bank of New York


One Wall Street – Third
Floor Window A


New York, NY 10286


For Account #: 270384


Attn: Arnold Musella (212) 635-1917


(5)     Tax
ID No.: 98-0018913



 27
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE CATHOLIC AID
  ASSOCIATION

  	
   

  	
  $

  	
  400,000

  	
   

  
					



 


Register
Notes in name of: Wells Fargo Bank N.A. FBO The Catholic Aid Association


(1)     All
payments by wire transfer of immediately available funds to:


Wells Fargo Bank N.A.


ABA #: 121000248


BNFA:      0000840245 (must use all 10 digits)


Beneficiary Acct Name:
Trust Wire Clearing


Wells Fargo Acct Name:
The Catholic Aid Association


Wells Fargo Acct #:
15313201           


Contact Name: Duane Johnson (612) 667-0749


                with
sufficient information to identify the source and application of such funds.


(2)     All
notices and statements should be sent to the following address:


The Catholic Aid
Association


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


Wells Fargo Bank N.A.


733 Marquette Ave. 5th
Floor


MAC N9306-059


Security Control and
Transfer


Minneapolis, MN 55479


Account Name: The
Catholic Aid Association


Account Number:  15313201


Contact Name: Tina Frederick (612) 667-0749



 28
 









(5)  Tax ID No.:
41-0182070



 29
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMERICAN REPUBLIC
  INSURANCE COMPANY

  	
   

  	
  $

  	
  1,600,000

  	
   

  
					



 


Register Notes in name of:  Wells Fargo Bank N.A. as
custodian for American Republic Insurance Company


(1)           All
scheduled payments of principal and interest by wire transfer of immediately
available funds to:


Wells Fargo Bank, N.A.


ABA #121000248


BNFA=0000840245 (include
all 10 digits)


BNF=Trust Wire Clearing


FFC Attn: Income
Collections, a/c #20983400


For
further credit to:      American
Republic Insurance Co.


Account Number: 
20983400


with sufficient information to identify the source and application of
such funds.   


(2)           All
notices and statements should be sent to:


American Republic
Insurance Company


c/o Advantus Capital
Management Inc.


400 Robert Street
North  


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com



 30
 









(4)           Original
notes delivered to:


Wells Fargo Bank
Minnesota, N.A.


MAC N9306-059


Investors Building – 5th
Floor


Security Control and
Transfer


733 Marquette Ave.


Minneapolis, MN 55479


Account Name: American
Republic Insurance Company


Account Number:     20983400


Contact Name: Duane Johnson (612) 667-6723


(5)           Tax
ID No. 42-0113630



 31
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRUSTMARK INSURANCE
  COMPANY

  	
   

  	
  $

  	
  1,000,000

  	
   

  
					



 


Register
Notes in name of: ELL & Co.


(1)     All
payments by wire transfer of immediately available funds to:


The Northern Chgo/Trust


ABA #071-000-152


For credit to: Account Number 5186041000


For further credit to:
Trustmark Insurance Company


Account #26-11938


Attn: Income Collections    






*Depending on the type of
payment, the wire should state: Interest/Dividends/Principal and Interest
Breakdown Cusip, Security Description, Rate, Due date For CMO’S – Class Issue
and Fee


(2)     All
notices and statements should be sent to the following address:


Trustmark Insurance
Company


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com



 32
 









(4)     
Address for delivery of Notes:


Northern Trust Company of
New York


Harborside Financial
Center 10, Suite 1401


3 Second Street


For Acct#: 26-11938,  Trustmark
Insurance Company 


Jersey City, NJ
07311  


Attn: Jose Mero


(5)     
Tax ID No.: 36-0792925



 33
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUIDEONE MUTUAL
  INSURANCE COMPANY

  	
   

  	
  $

  	
  700,000

  	
   

  
					



 


Register
Notes in name of: Wells Fargo Bank, N.A. as Custodian for GuideOne Mutual
Insurance Company


(1)     All
payments by wire transfer of immediately available funds to:


Wells Fargo Bank, N.A. 


ABA No. 121-000-248


BNFA= 0000840245


BNF Trust Wire Clearing


OBI FFC: 21025000


GuideOne Mutual Insurance
Company


Attn: Jozsef Hegedus (612) 667-7612


Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown


(2)     All
notices and statements should be sent to the following address:


GuideOne Mutual Insurance
Company


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


Wells Fargo Bank Trust
Operations Center


733 Marquette Ave., 3rd
Floor


MAC N9306-036


Minneapolis, MN 55479


Wells Fargo Bank
Custodian for GuideOne Mutual Insurance Co.,


Custodial account number:
21025000


Attn: Jozsef Hegedus (612) 667-7612


(5)     Tax
ID No.: 42-0645088



 34
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUIDEONE PROPERTY &
  CASUALTY INSURANCE COMPANY

  	
   

  	
  $

  	
  700,000

  	
   

  
					



 


Register Notes in name of: Wells Fargo Bank, N.A.
as Custodian for GuideOne Property & Casualty Insurance Company


(1)     All
payments by wire transfer of immediately available funds to:


Wells Fargo Bank, N.A. 


ABA No. 121-000-248


BNFA= 0000840245


BNF Trust Wire Clearing


OBI FFC: 21025400


GuideOne Property &
Casualty Insurance Company


Attn: Jozsef Hegedus (612) 667-7612


Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown


(2)     All
notices and statements should be sent to the following address:


GuideOne Property &
Casualty Insurance Company


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


Wells Fargo Bank Trust
Operations Center


733 Marquette Ave., 3rd
Floor


MAC N9306-036


Security Control &
Transfer


Minneapolis, MN 55479


Wells Fargo Bank
Custodian for GuideOne Property & Casualty Insurance Co.,


Custodial account number:
21025400


Attn: Jozsef Hegedus (612) 667-7612



 35
 









(5)     Tax
ID No.: 42-1409999



 36
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECURITY NATIONAL LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  500,000

  	
   

  
					



 


Register
Notes in name of: How & Co.


(1)     All
payments by wire transfer of immediately available funds to:


NORTHERN CHGO/TRUST


ABA# 071-000-152


Account #17-74574


Zions First National Bank


Further Credit to:


Account Name: Security
National Life


Account Number: 7794900A


with sufficient
information 


to identify the source and application of such funds.


(2)     All
notices and statements should be sent to the following address:


Security National Life
Insurance Co.


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com



 37
 









(4)     Address
for delivery of Notes:


Northern Trust Co of New
York


Harborside Financial
Center, Plaza 10


3 Second Street Ste 1401


Jersey City, NJ
07311-3988


Account #: 17-74574 Zions
First National Bank, Trust Dept


For further credit to:


Account Name:   Security National Life Insurance Co.


Account Number: 7794900A


(5)     Tax
ID No.: 36-2610791



 38
 









INFORMATION RELATING TO PURCHASERS


 


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FORT DEARBORN LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  2,000,000

  	
   

  
					



 


Register
Notes in name of: Strafe & Co


(1)     All
payments by wire transfer of immediately available funds to:


JP Morgan Private Client
Services 


ABA#:   044000037


For further credit to:


Banc One Account #:
2600218706


Account Name: Fort Dearborn
Life Ins Co (Separate-MVA)


Attn:       Cami Chapman (614) 244-4084


Credit: #980401787


with sufficient
information


to identify the source and application of such funds.


(2)     All
notices and statements should be sent to the following address:


Fort Dearborn Life
Insurance Co.


c/o Advantus Capital
Management, Inc.


400 Robert Street North


St. Paul, MN  55101


Attn:  Client Administrator


(3)     Address
for Electronic Delivery:


james.geiger@advantuscapital.com


(4)     Address
for delivery of Notes:


Bank One Investment
Management Group


C/O Trade Settlement 


340 South Cleveland Ave.
Bldg. 350


Westerville, OH 43081


0H1-0393



 39
 









(5)     Tax ID No.: 36-2598882



 40















 


INFORMATION RELATING TO PURCHASERS


	
  

  	
   

  	
  PRINCIPAL AMOUNT OF

  	
   

  
	
   

  	
   

  	
  SERIES 2007 NOTES TO BE

  	
   

  
	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BLUE CROSS AND BLUE
  SHIELD OF FLORIDA, INC.

  	
   

  	
  $

  	
  1,600,000

  	
   

  
					



 


	
  Register Notes in name of: Hare & Co.

  	
   

  
	
  (1)  All payments by wire transfer of
  immediately available funds to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Hare & Co. 

  c/o The Bank of New York 

  ABA: 021000018 BNF: IOC 566 

  Attn P & I Department 

  Cusip:
                      
  

  Account: 531463

  	
   

  
	
   

  	
   

  
	
   

  	
  with sufficient information 

  to identify the source and application 

  of such funds.

  	
   

  
	
   

  	
   

  
	
  (2)  All notices and statements should be
  sent to the following address:

  	
   

  
	
   

  	
   

  
	
   

  	
  Blue Cross and Blue Shield of Florida, Inc. 

  c/o Advantus Capital Management, Inc. 

  400 Robert Street North 

  St. Paul, MN 55101 

  Attn: Client Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)  Address for Electronic Delivery: 

  	
   

  
	
   

  	
   

  
	
   

  	
  james.geiger@advantuscapital.com

  	
   

  
	
   

  	
   

  
	
  (4)  Address for delivery of Notes: 

  	
   

  
	
   

  	
   

  
	
   

  	
  The Bank of New York 

  One Wall Street, 3rd Floor 

  Window A 

  New York, NY 10286 

  Acct Name: Blue Cross and Blue Shield of Florida, Inc. 

  Acct #:531463

  	
   

  
				



 



 41
 









(5) Tax ID No.:
59-2015694



 42
 









INFORMATION RELATING TO PURCHASERS


	
  

  	
   

  	
  PRINCIPAL AMOUNT OF

  	
   

  
	
   

  	
   

  	
  SERIES 2007 NOTES TO BE

  	
   

  
	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FORT DEARBORN LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  700,000

  	
   

  
					



 


	
  Register Notes in name of: Strafe & Co

  	
   

  
	
  (1)  All
  payments by wire transfer of immediately available funds to:

  	
   

  
	
   

  	
   

  
	
   

  	
   JP Morgan Private Client Services
  ABA#:044000037 

  For further credit to: 

  Banc One Account #: 2600218717 

  Account Name: Fort Dearborn Life Ins Co (Advantus IP) 

  Attn: Cami Chapman (614) 244-4084 

  Credit: #980401787

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  with sufficient
  information 

  to identify the source and application of 

  such funds.

  	
   

  
	
   

  	
   

  
	
  (2)  All
  notices and statements should be sent to the following address:

  	
   

  
	
   

  	
   

  
	
   

  	
   Fort Dearborn Life Insurance Co. 

  c/o Advantus Capital Management, Inc. 

  400 Robert Street North 

  St. Paul, MN 55101 

  Attn: Client Administrator

  	
   

  
	
   

  	
   

  
	
  (3) Address for
  Electronic Delivery: 

  	
   

  
	
   

  	
   

  
	
   

  	
  james.geiger@advantuscapital.com

  	
   

  
	
   

  	
   

  	
   

  
	
  (4) Address for
  delivery of Notes: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Bank One
  Investment Management Group 

  C/O Trade Settlement 

  340 South Cleveland Ave. Bldg. 350 

  Westerville, OH 43081 

  0H1-0393

  	
   

  
				



 



 43
 









(5) Tax ID No.: 36-2598882



 44
 









INFORMATION RELATING TO PURCHASERS


	
  

  	
   

  	
  PRINCIPAL AMOUNT OF

  	
   

  
	
   

  	
   

  	
  SERIES 2007 NOTES TO BE

  	
   

  
	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FORT DEARBORN LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  700,000

  	
   

  
					



 


	
  Register Notes in name of: Strafe & Co

  	
   

  	
   

  
	
  (1)  All payments by wire transfer of
  immediately available funds to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JP Morgan Private Client Services 

  ABA#:044000037 

  For further credit to: 

  Banc One Account #: 2600218718 

  Account Name: Fort Dearborn Life Ins Co (Advantus C & S) 

  Attn: Cami Chapman (614) 244-4084 

  Credit: #980401787

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with sufficient information 

  to identify the source and application of such funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)  All notices and statements should be
  sent to the following address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fort Dearborn Life Insurance Co. 

  c/o Advantus Capital Management, Inc. 

  400 Robert Street North 

  St. Paul, MN 55101 

  Attn: Client Administrator

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)  Address for Electronic Delivery: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  james.geiger@advantuscapital.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)  Address for delivery of Notes: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank One Investment Management Group 

  C/O Trade Settlement 

  340 South Cleveland Ave. Bldg. 350 

  Westerville, OH 43081 

  0H1-0393

  	
   

  	
   

  
					



 



 45
 









 


(5)  Tax ID
No.: 36-2598882



 46
 









INFORMATION RELATING TO PURCHASERS


	
  

  	
   

  	
  PRINCIPAL AMOUNT OF

  	
   

  
	
   

  	
   

  	
  SERIES 2007 NOTES TO BE

  	
   

  
	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SOUTHERN FARM BUREAU
  LIFE INSURANCE COMPANY

  	
   

  	
  $

  	
  10,000,000

  	
   

  
					



 


	
  (1)  All payments by wire or intrabank transfer of immediately available
  funds to:  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  State Street Bank and Trust Company 

  Boston, MA02101 

  ABA #011000028 

  	
   

  	
   

  
	
   

  	
  For further credit to:

  	
  Southern Farm Bureau Life Insurance Company, 

  DDA #59848127 

  Account #EQ83 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)   All notices of payments and written
  confirmations of such wire transfers: 

  
	
   

  	
   

  	
   

  
	
   

  	
  Southern Farm Bureau Life Insurance Company

  1401 Livingston Lane 

  Jackson, MS 39213 

  Attn: Investment Department

  	
   

  	
   

  
										



 



 47
 









 


	
  (3)

  	
  All other communications: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Southern Farm Bureau Life Insurance Company 

  P. O. Box 78 

  Jackson, MS 39205 

  Attn: Investment Department 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  or by overnight delivery to: 

  1401 Livingston Lane 

  Jackson, MS 39213 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Contact Person: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carol Robertson, CFA 

  Telephone (601) 981-5332 extension 1506 

  Facsimile (601)-981-3605

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
  E-mail address for Electronic Delivery: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ddivine@sfbli.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
  Tax ID: 64-0283583

  	
   

  	
   

  
						



 



 48
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PACIFIC LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 


	
  

  	
  Register Notes in Name of: Mac & Co.

  
	
  (1)

  	
  All payments by wire or
  intrabank transfer of immediately available funds to:  

  
	
   

  	
   

  
	
   

  	
   

  	
  Mellon Trust of New England 

  ABA # 0110-0123-4 

  DDA # 125261 

  Attn: MBS Income CC: 1253 

  A/C Name: Pacific Life General Account/ PLCF 1810132

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  
	
   

  	
   

  
	
  (2)

  	
  All notices of payments and written confirmations of
  such wire transfers and any audit confirmation:  

  
	
   

  	
   

  
	
   

  	
   

  	
  Mellon Trust 

  Attention: Pacific Life Accounting Team 

  Three Mellon Bank Center 

  AIM # 153-3610 

  Pittsburgh, PA 15259 

  Fax #: (412) 236-7529

  
	
   

  	
   

  
	
   

  	
   

  	
  And 

  
	
   

  	
   

  
	
   

  	
   

  	
  Pacific Life Insurance Company 

  Attn: Securities Administration – Cash Team 

  700 Newport Center Drive 

  Newport Beach, CA 92660-6397 

  Fax #: (949) 640-4013

  



 



 49
 









 


	
  (3)

  	
  All other communications: 

  
	
   

  	
   

  	
  Pacific Life Insurance Company 

  Attn: Securities Department 

  700 Newport Center Drive 

  Newport Beach, 

  CA 92660-6397 

  Fax #: (949) 219-5406

  
	
   

  	
   

  
	
  (4)

  	
  E-mail address for Electronic Delivery: 

  
	
   

  	
   

  
	
   

  	
   

  	
  Matthew.Levene@pacificlife.com

  
	
   

  	
   

  
	
  (5)

  	
  Address for delivery of Notes: 

  
	
   

  	
   

  
	
   

  	
   

  	
  Mellon Securities Trust Company 

  120 Broadway 

  13th Floor New York, NY 10271 

  Contact Name: Robert Ferraro 

  Contact Phone No.: (212) 374-1918 

  A/C Name: Pacific Life General Account 

  A/C Number: PLCF1810132

  
	
   

  	
   

  
	
  (6)

  	
  Tax ID: 95-1079000

  



 



 50
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KNIGHTS OF
  COLUMBUS

  	
   

  	
  $

  	
  7,000,000

  	
   

  
					



 


	
  

  	
  All payments by wire or intrabank transfer of
  immediately available funds to: 

  
	
  (1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BK OF NY/CUST 

  ABA # 021 0000 18

  KNIGHTS OF COLUMBUS FPA 

  A/C # 8900 640 731

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  All notices of payments and written confirmations of
  such wire transfers and any audit confirmation: 

  
	
  (2)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Knights of Columbus 

  FPA Account # 201047 

  Attn: Investment Accounting Dept., 14th Floor, 

  One Columbus Plaza, New Haven, CT 06510-3326 USA

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  All other communications: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Knights of Columbus 

  Legal Department, Office of Investment General Counsel 

  Attn: Investment Department 

  One Columbus Plaza, New Haven, CT 06510-3326 USA

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  E-mail address for Electronic Delivery:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Email:

  	
  marywong@bankofny.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  William.holley@kofc.org

  
							



 



 51
 









 


	
  (5)

  	
  Address for delivery of Notes and closing documents:
  

  
	
   

  	
   

  
	
   

  	
   

  	
  Notes: 

  
	
   

  	
   

  	
  Mary Wong, Assistant Treasurer 

  Tel. 212-635-1003 

  Physical Delivery 

  The Bank of New York 

  One Wall Street, 3rd Floor, Window “A” 

  New York, NY10286 USA 

  KNIGHTS OF COLUMBUS FPA ACCOUNT # 201047 

  
	
   

  	
   

  	
   

  
	
   

  	
  and closing documents: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  William A. Holley III, Esq, 

  Vice President & Investment General Counsel 

  Knights of Columbus 

  One Columbus Plaza 

  New Haven, CT 06510-3326 

  203-752-4025

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Tax ID: 06-0416470

  
					



 



 52
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STATE FARM LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  7,000,000

  	
   

  
					



 


(1)           All
payments by wire transfer of immediately available funds to:


JPMorganChase


ABA#    021000021


Attn:       SSG Private Income Processing


A/C#      900
9 000200


For further credit to:  State Farm Life
Insurance Company


Custody Account # G06893


RE:              6.08% Senior Notes;
PPN #: 44565# AE1 
 Maturity Date: July 26, 2014,


Each such wire transfer
shall set forth the name of the Issuer, the full title (including the coupon
rate, issuance date, and final maturity date) of the Notes on account of which
such payment is made, a reference to the PPN, and the due date and application (as
among principal, premium and interest) of the payment being made.


(2)           Send notices, financial
statements, officer’s certificates and other correspondence to:


State Farm Life
Insurance Company


Investment Dept.
E-8


One State Farm
Plaza


Bloomington,
IL   61710


If by E-Mail:
privateplacements@statefarm.com


with a copy to:


State Farm Life
Insurance Company


Investment
Accounting Dept. D-3


One State Farm
Plaza


Bloomington, IL
61710



 53
 









(3)           Send
the original security (via registered mail) to:


JPMorganChase


4 New York Plaza


Ground Floor
Receive Window


New York, NY 10041


Account: G06893


Send an additional
copy of the original security plus an original set of closing


documents and two
conformed copies of the Note Purchase Agreement to:


State Farm
Insurance Companies


One State Farm
Plaza


Bloomington,
Illinois 61710


Attn:            Investment Legal E-3 

Christiane M. Stoffer, Associate General Counsel


(4)           Taxpayer
I.D. Number:  37-0533090



 54
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE 

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE TRAVELERS
  INDEMNITY COMPANY

  	
   

  	
  $

  	
  5,000,000

  	
   

  
					



 


	
  

  	
   

  	
  All payments by wire or intrabank transfer of
  immediately available funds to:

  
	
  (1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  JP Morgan Chase Bank

  
	
   

  	
   

  	
   

  	
  ABA #021000021

  
	
   

  	
   

  	
   

  	
  Wire Account Name: Travelers Indemnity Company –
  Private Placements

  
	
   

  	
   

  	
   

  	
  Wire Account Number: 323954448

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  
	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  All notices and communications:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Travelers Indemnity Company

  
	
   

  	
   

  	
   

  	
  c/o The Travelers Companies, Inc.

  
	
   

  	
   

  	
   

  	
  9275-NB11B

  
	
   

  	
   

  	
   

  	
  385 Washington Street

  
	
   

  	
   

  	
   

  	
  St. Paul, Minnesota 55102-1396

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  E-mail address for Electronic Delivery:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FixedIncomeInvestments@Travelers.com

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Tax ID: 06-0566050

  



 



 55
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COUNTRY LIFE
  INSURANCE COMPANY

  	
   

  	
  $

  	
  4,000,000

  	
   

  
					



 


	
  (1)

  	
  All payments by wire or intrabank transfer of
  immediately available funds to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Northern Trust Chgo/Trust

  
	
   

  	
   

  	
   

  	
  ABA Number 071000152

  
	
   

  	
   

  	
   

  	
  Wire Account Number 5186041000

  
	
   

  	
   

  	
   

  	
  For Further Credit to: 26-02712

  
	
   

  	
   

  	
   

  	
  Account Name: Country Life Insurance
  Company

  
	
   

  	
   

  	
   

  	
  Representing P & I on (list security) [BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  All notices of payments and written confirmations of
  such wire transfers and any audit confirmation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Country Life Insurance Company

  
	
   

  	
   

  	
   

  	
  Attention: Investment Accounting

  
	
   

  	
   

  	
   

  	
  1705 N Towanda Avenue

  
	
   

  	
   

  	
   

  	
  Bloomington, IL 61702

  
	
   

  	
   

  	
   

  	
  Tel: (309) 821-6348

  
	
   

  	
   

  	
   

  	
  Fax: (309) 821-2800

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  All other communications:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Country Life Insurance Company

  
	
   

  	
   

  	
   

  	
  Attention: Investments

  
	
   

  	
   

  	
   

  	
  1705 N Towanda Avenue

  
	
   

  	
   

  	
   

  	
  Bloomington, IL 61702

  
	
   

  	
   

  	
   

  	
  Tel: (309) 821-6260

  
	
   

  	
   

  	
   

  	
  Fax: (309) 821-6301

  



 



 56
 









 


	
  (4)

  	
  E-mail address for Electronic Delivery: 

  
	
   

  	
   

  
	
   

  	
   

  
	
  (5)

  	
   

  	
  Address for delivery of Notes:

  
	
   

  	
   

  	
   

  	
  The Northern Trust Company
  of New York

  
	
   

  	
   

  	
   

  	
  Harborside Financial
  Center 10, Suite1401

  
	
   

  	
   

  	
   

  	
  3 Second Street

  
	
   

  	
   

  	
   

  	
  Attn: 26-02712/Country
  Life Insurance Company

  
	
   

  	
   

  	
   

  	
  Jersey City, NJ  07311

  
	
   

  	
   

  	
   

  	
  Include Acct # and Name in
  cover letter as well.

  
	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Tax ID: 37-0808781

  



 



 57
 









INFORMATION RELATING TO PURCHASERS


	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  SERIES 2007 NOTES TO BE

  PURCHASED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COTTON STATES
  LIFE INSURANCE

  	
   

  	
  $

  	
  1,000,000

  	
   

  
					



 


	
  

  	
   

  	
  All payments by wire or intrabank transfer of
  immediately available funds to:

  
	
  (1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SUNTRUST BANKS, ATLANTA, GA

  
	
   

  	
   

  	
   

  	
  ABA Number 061000104

  
	
   

  	
   

  	
   

  	
  Wire Account Number 9088003134

  
	
   

  	
   

  	
   

  	
  For Further Credit to: 1129997

  
	
   

  	
   

  	
   

  	
  Account Name: Cotton States Life
  Insurance

  
	
   

  	
   

  	
   

  	
  Representing P & I on (list security) [BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  with sufficient information (including issuer, PPN
  number, interest rate, maturity and whether payment is of principal, premium,
  or interest) to identify the source and application of such funds.

  
	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  All notices of payments and written confirmations of
  such wire transfers and any audit confirmation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Country Life Insurance Company

  
	
   

  	
   

  	
   

  	
  Attention: Investment Accounting

  
	
   

  	
   

  	
   

  	
  1705 N Towanda Avenue

  
	
   

  	
   

  	
   

  	
  Bloomington, IL 61702

  
	
   

  	
   

  	
   

  	
  Tel: (309) 821-6348

  
	
   

  	
   

  	
   

  	
  Fax: (309) 821-2800

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  All other communications:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Country Life Insurance Company

  
	
   

  	
   

  	
   

  	
  Attention: Investments

  
	
   

  	
   

  	
   

  	
  1705 N Towanda Avenue

  
	
   

  	
   

  	
   

  	
  Bloomington, IL 61702

  
	
   

  	
   

  	
   

  	
  Tel: (309) 821-6260

  
	
   

  	
   

  	
   

  	
  Fax: (309) 821-6301

  
	
   

  	
   

  	
   

  



 



 58
 









 


	
  (4)

  	
   

  	
  E-mail address for Electronic Delivery:

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  Address for delivery of Notes:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
   

  	
  Free Securities Movement & Control

  
	
   

  	
   

  	
   

  	
  Mail Code GA-Atl-3132

  
	
   

  	
   

  	
   

  	
  303 Peachtree Street NE, Suite 1520

  
	
   

  	
   

  	
   

  	
  Atlanta GA 30308

  
	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Tax ID: 58-6078728

  
					



 



 59















SCHEDULE B


DEFINED TERMS


As used herein, the
following terms have the respective meanings set forth below or set forth in
the Section hereof following such term:


“Additional Notes”
is defined in Section 1.2.


“Adjusted Debt”
means the Indebtedness of the Parent and its Subsidiaries.


“Adjusted LIBOR Rate” is
defined in Section 1.4(a).


“Affiliate” means,
at any time, and with respect to any Person, (a) any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is Controlled
by, or is under common Control with, such first Person, or (b) in the case of
the Parent or any Subsidiary, any Person who is a director or officer of such
Person or of any Person described in the foregoing clause (a).  As used in this definition, “Control” means
(i) the power, direct or indirect, (A) to vote fifty percent (50%) or more of
the securities having ordinary voting power for the election of directors of
such Person or (B) to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, or (ii) the ownership, direct or indirect, of ten
percent (10%) or more of any class of Voting Stock of such Person (if such
class of Voting Stock is publicly held). 
Unless the context otherwise clearly requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Parent.


“Anti-Terrorism Order”
means Executive Order 13224 of September 23, 2001, Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)).


“Business Day” means
any day other than a Saturday, a Sunday or a day on which commercial banks in
New York City are required or authorized to be closed; provided that, if the
applicable Business Day relates to the determination of LIBOR, it means a day
on which dealings are also carried on in U.S. dollar deposits in the London
interbank market.


“Capital Lease” means,
with respect to any Person, any lease of (or other agreement conveying the
right to use) any real or personal property by such Person that shall have been
or should be recorded as a capitalized lease in accordance with GAAP.


“Cash Flow” means, for any
period, an amount equal to the sum of the following for such period: (a) Net
Income of the Parent and its Subsidiaries plus (b) Interest Expense plus (c)
taxes on income of the Parent and its Subsidiaries plus (d) depreciation and
amortization expense of the Parent and its Subsidiaries plus (e) Rentals.


“Cash Flow Available for Fixed Charges”
means, for any period, an amount equal to the sum of the following for such
period: (a) Net Income of the Parent and its Subsidiaries plus (b) Interest
Expense plus (c) taxes on income of the Parent and its Subsidiaries plus (d)
Rentals.













“Change of Control” means
an event or series of events by which any person or “group” (within the meaning
of Sections 13(d) and 14(d)(2) of the Exchange Act) (such person or persons
hereinafter referred to as an “Acquiring Person”) becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
more than 50% of the voting power of the then outstanding Voting Stock of the
Parent; provided that, notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred if the Parent (or the Acquiring
Person if either (x) the Parent is no longer in existence or (y) the Acquiring
Person has acquired all or substantially all of the assets thereof) shall have
an Investment Grade Rating immediately following such Acquiring Person becoming
the “beneficial owner” or consummating such acquisition.


“Closing” is
defined in Section 3.


“Code” means
the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.


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


“Confidential Information” is
defined in Section 20.


“Consolidated Net Worth” means,
as of any date, the sum of capital stock, additional paid-in capital and
retained earnings (minus accumulated deficits) of the Parent and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.


“Consolidated Total Assets” means,
as of any date, the assets and properties of the Parent and its Subsidiaries as
of such date, determined on a consolidated basis in accordance with GAAP.


“Control Event” means:


(a)                                  the
execution by the Parent or any of its Subsidiaries or Affiliates of any
agreement with respect to any proposed transaction or event or series of transactions
or events that, individually or in the aggregate, may reasonably be expected to
result in a Change of Control, or


(b)                                 the
execution of any written agreement that, when fully performed by the parties
thereto, would result in a Change of Control.


“Credit
Agreement” means the
Credit Agreement dated as of March 29, 2007 among the Parent, the various commercial banking institutions
from time to time parties thereto, Suntrust Bank, LaSalle Bank, N.A., Deutsche
Bank AG New York Branch and The Bank of Tokyo-Mitsubishi, Ltd., as
Co-Syndication Agents, and Bank of America, N.A., as Administrative Agent, as
such agreement hereafter may be amended, restated, supplemented, modified,
refinanced, extended or replaced.



 2
 









“Default” means
an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.


“Default Rate”
means that rate of interest that is the greater of (i) 2% per annum above
the rate of interest stated in clause (a) of the first paragraph of the Notes
or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase
Bank, N.A. as its “base” or “prime” rate.


“Disclosure Documents”
is defined in Section 5.3.


“Disposition”
is defined in Section 10.7.


“Environmental Laws” means
any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including those related to Hazardous Materials.


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that is treated as a single
employer together with the Parent under section 414 of the Code.


“Event of Default” is
defined in Section 11.


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


“Fiscal Quarter” means
each fiscal quarter of the Parent and its Subsidiaries.


“Fiscal Year” means
each fiscal year of the Parent and its Subsidiaries.


“Fixed Charges” means,
for any period, an amount equal to the sum of Interest Expense and Rentals for
the Parent and its Subsidiaries.


“Form 10-K” is
defined in Section 7.1(b).


“Form 10-Q” is
defined in Section 7.1(a).


“GAAP” means
generally accepted accounting principles as in effect from time to time in the
United States of America.


“Governmental Authority”
means


(a)           the
government of



 3
 









(i)                                     the
United States of America or any state or other political subdivision thereof,
or


(ii)                                  any
jurisdiction in which the Parent or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Parent
or any Subsidiary, or


(b)                                 any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.


“Guaranty”
of a Person means any guaranty, assumption, endorsement, or
contingent agreement to purchase or provide funds for the payment of, or
otherwise become liable upon, the obligation of any other Person, or any
agreement to maintain the net worth or working capital or other financial
condition of any other Person or any other assurance to any creditor of any
Person against loss, including any comfort letter, operating agreement,
take-or-pay contract, or the contingent liability of such Person in connection
with any application for a letter of credit, excepting from the foregoing
contingent liabilities the amount of such Person’s obligations with respect to
bonds, deposits, standby letters of credit or other evidences of contingent
obligations given to governmental entities in compliance with local and state
requirements that have not been drawn or called upon.


“Hazardous Material”
means any and all pollutants, toxic or hazardous wastes or other substances
that might pose a hazard to health and safety, the removal of which may be
required or the generation, manufacture, refining, production, processing,
treatment, storage, handling, transportation, transfer, use, disposal, release,
discharge, spillage, seepage or filtration of which is or shall be restricted,
prohibited or penalized by any applicable law including, but not limited to,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
petroleum, petroleum products, lead based paint, radon gas or similar restricted,
prohibited or penalized substances.


“holder” means,
with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.


“INHAM Exemption” is
defined in Section 6.2(e).


“Indebtedness” with
respect to any Person means, at any time, without duplication,


(a)                                  all
indebtedness for borrowed money of such Person or for the deferred purchase
price of property acquired by, or for services rendered to (other than trade
payables), such Person;


(b)                                 all
indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to any property acquired by such
Person;



 4
 









(c)                                  the
present value determined in accordance with GAAP of all obligations of such
Person under Capital Leases;


(d)                                 all
indebtedness for borrowed money or for the deferred purchase price of property
or services secured by any Lien upon or in any property owned by such Person
whether or not such Person has assumed or become liable for the payment of such
indebtedness for borrowed money;


(e)                                any
asserted withdrawal liability of such Person or a commonly controlled entity to
a Multiemployer Plan;


(f)                                  all
amounts of indebtedness which (x) represent recourse liabilities of such Person
with respect to Securitized Receivables Transactions and which, (y) in
accordance with GAAP, would be included on a balance sheet of such Person in
respect of any Securitized Receivables Transactions if such facility were
characterized as Indebtedness secured by Receivables rather than as a sale of
assets;


(g)                               all
Guaranties by such Person; and


(h)                               the
present value of the minimum aggregate operating lease payments, determined on
a consolidated basis in accordance with GAAP, payable by such Person pursuant to
Long-Term Leases, discounted at 8%.


“Institutional Investor” means
(a) any original purchaser of a Note, (b) any holder of $5,000,000 or
more in aggregate principal amount of the Notes and (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form.


“Interest Expense” means,
without duplication, for any period, the sum of (a) aggregate interest expense
of the Parent and its Subsidiaries for such period, as determined in accordance
with GAAP and in any event including, without duplication, all commissions,
discounts and other fees and charges owed with respect to letters of credit and
banker’s acceptances and net costs under interest rate protection agreements
and the portion of any obligation under Capital Leases allocable to interest
expense; plus (b) aggregate interest expense of the Parent and its Subsidiaries
capitalized during such period; plus (c) Receivables Charges of the Parent and
its Subsidiaries for such period under any Securitized Receivables Transaction.


“Investment Grade Rating”
in respect of any Person means, at the time of determination, at least two of
the following ratings of its senior, unsecured long-term indebtedness for
borrowed money: (i) by Standard & Poor’s Rating Services, a division of The
McGraw-Hill Companies, or any successor thereof (“S&P”), “BBB-” or better,
(ii) by Moody’s Investors Service, Inc., or any successor thereof (“Moody’s”), “Baa3”
or better, or (iii) by another rating agency of recognized national standing,
an equivalent or better rating.


“LIBOR” is defined in Section
1.4(a).



 5
 









“LIBOR Breakage Amount” is
defined in Section 8.8.


“Lien” as
applied to the property of any Person means (a) any mortgage, pledge, lien,
security interest, charge, encumbrance, or preference, priority or other
security interest of any kind or nature whatsoever, including the retained
security title of a conditional vendor or lessor, including Capital Leases and
the interest of a purchaser of accounts receivable; and (b) any arrangement,
express or implied, under which any property of such Person is transferred,
sequestered or otherwise identified for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other obligation in priority
to the payment of the general, unsecured creditors of such Person.


“Long-Term Lease”
means any lease (other than any Capital Lease) of real property or
Revenue-Generating Equipment having an original term (including any required
renewals or any renewals at the option of lessor) of one year or more.


“Make-Whole Amount” is
defined in Section 8.7.


“Material” means
material in relation to the business, operations, affairs, financial condition,
assets or properties of the Parent and its Subsidiaries taken as a whole.


“Material Adverse Effect” means
a material adverse effect on (a) the business, operations, financial condition,
assets or properties of the Parent and its Subsidiaries taken as a whole, (b)
the ability of the Company to perform its obligations under this Agreement or
the Notes, (c) the ability of any Subsidiary to perform its obligations under
the Subsidiary Guaranty if it is a party thereto, (d) the ability of the Parent
to perform its obligations under this Agreement or the Parent Guaranty, or (e)
the validity or enforceability of this Agreement, the Notes, the Parent
Guaranty or the Subsidiary Guaranty.


“Memorandum” is
defined in Section 5.3.


“Multiemployer Plan” means
any Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).


“NAIC” means
the National Association of Insurance Commissioners or any successor thereto.


“NAIC Annual Statement” is
defined in Section 6.2(a).


“Net Income”
means, for any period, (a) the gross revenues of the Parent and its
Subsidiaries for such period; reduced by (b) the sum (without duplication) of
the following items for such period (to the extent, except in the case of clause
(i), included in such gross revenues):


(i)                                    operating
and non-operating expenses of the Parent and its Subsidiaries according to GAAP
(including current and deferred taxes on income, provision for taxes on
unremitted foreign earnings included in such gross revenues and current
additions to 



 6
 









reserves but
excluding the lower of cost or market inventory write-downs and write-ups of
current assets);


(ii)                                  all
material gains (net of expense and taxes applicable thereto) arising from the
sale, conversion or other disposition of capital assets (i.e., assets other
than current assets), other than gains or losses arising from sales in the
ordinary course of business of revenue equipment;


(iii)                               all
gains arising from the write-up of assets (other than the write-up of current
assets as a result of the lower of cost or market adjustments to inventory);


(iv)                              all
gains arising from the reacquisition of Indebtedness;


(v)                                 all
equity of the Parent or any Subsidiary in the unremitted earnings of any Person
in which the Parent has a minority interest;


(vi)                              all
earnings of each Person acquired by the Parent or any Subsidiary through
purchase of substantially all assets, merger, consolidation or otherwise for
any period prior to the date of acquisition;


(vii)                           all
deferred credits representing the excess of equity in any Subsidiary at the
date of acquisition thereof over the cost of the investment in such Subsidiary;


(viii)                        any
portion of net earnings of any Subsidiary which for any reason is unavailable
for the payment of dividends to the Parent or any other Subsidiary; and


(ix)           the aggregate amount of dividends
paid by all Subsidiaries to the Parent or to any Subsidiary during such period.


“Notes” is
defined in Section 1.2.


“Officer’s Certificate” means
a certificate of a Senior Financial Officer or of any other officer of the
Parent whose responsibilities extend to the subject matter of such certificate.


“Other Purchasers” is
defined in Section 2.


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


“Parent Guaranty”
is defined in Section 1.2.


“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA or
any successor thereto.


“Permitted Securitized
Receivables Transaction” means any Securitized Receivables
Transaction to the extent that the aggregate investment or claims held at any
time by all purchasers, assignees or transferees of (or of interests in)
receivables and other rights to payment in all Securitized Receivables
Transactions would at any time not exceed $300,000,000.



 7
 









“Person” means
an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited
liability company, government (or an agency or political subdivision thereof)
or other entity of any kind.


“Plan” means an
“employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to
which contributions are or, within the preceding five years, have been made or
required to be made, by the Parent or any ERISA Affiliate or with respect to
which the Parent or any ERISA Affiliate may have any liability.


“Priority Debt” means,
as of any date, the sum (without duplication) of (a) Indebtedness of the
Parent and the Company secured by Liens not otherwise permitted by
Sections 10.4(a) through (h) and (b) Indebtedness of Subsidiaries
other than the Company not otherwise permitted by Sections 10.5(a) through (e).


“property” or “properties” means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.


“Proposed Prepayment Date” is
defined in Section 8.3(c).


“PTE” is
defined in Section 6.2(a).


“Purchaser” means
each purchaser listed in Schedule A.


“QPAM Exemption” is
defined in Section 6.2(d).


“Qualified Institutional Buyer” means
any Person that is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


“Receivable” of
any Person means, as at any date of determination thereof, the unpaid principal
portion of the obligation of any customer of such Person to pay money to such
Person in respect of any services performed by such Person or inventory
purchased from such Person, net of all credits, rebates and offsets owed to
such customer by such Person and also net of all commissions payable by such
Person to third parties (and for purposes hereof, a credit or rebate paid by
check or draft of such Person shall be deemed to be outstanding until such check
or draft shall have been debited to the respective account of such Person on
which such check or draft was drawn).


“Receivables Charge”
means any charges, fees, interest expense, discounts, or similar items incurred
by the Parent or its Subsidiaries in connection with the sale, transfer, or
assignment by such Person of Receivables of such Person.


“Rentals” means
the aggregate fixed amounts payable by the Parent and its Subsidiaries under
any lease of real property or Revenue-Generating Equipment having an original
term (including any required renewals or any renewals at the option of lessor)
of one 



 8
 









year or more but does not
include any amounts payable under any Capital Lease of property by the Parent
or its Subsidiaries, as lessee.


“Revenue-Generating Equipment”
means tractors, trailers, containers or chassis.


“Required Holders” means,
at any time, the holders of at least 51% in principal amount of the Notes at
the time outstanding (exclusive of Notes then owned by the Parent or any of its
Affiliates).


“Responsible Officer” means
any Senior Financial Officer and any other officer of the Parent with
responsibility for the administration of the relevant portion of this
Agreement.


“SEC” shall
mean the Securities and Exchange Commission of the United States, or any
successor thereto.


“Securities Act” means
the Securities Act of 1933, as amended from time to time.


“Securitized Receivables
Transaction” means a sale, transfer, conveyance, lease, or
assignment by the Parent and its Subsidiaries to a Special Purpose Subsidiary
of Receivables of the Parent or its Subsidiaries in connection with any one or
more transactions involving the securitization of such Receivables.


“Senior Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or
controller of the Parent.


“Senior Indebtedness”
means any Indebtedness of the Company, other than any Indebtedness that is in
any manner subordinated in right of payment or security in any respect to the
Notes.


“Series 2007 Notes”
is defined in Section 1.1.


“Source” is
defined in Section 6.2.


“Special Purpose Subsidiary”
means any special purpose entity that is a Subsidiary and that is established
for the purpose of purchasing Receivables and financing such Receivables in a
Securitized Receivables Transaction.


“Subsidiary” means
any corporation, partnership, association, limited liability company, or other
business entity of which 50% or more of the Voting Stock or other equity
interests, as appropriate, is at the time directly or indirectly owned by the
Parent and one or more other Subsidiaries, or by one or more other
Subsidiaries.


“Supplement” is
defined in Section 1.2.



 9
 









“Subsidiary Guarantor”
means any Subsidiary that hereafter becomes a party to the Subsidiary Guaranty.


“Subsidiary Guaranty”
is defined in Section 9.7.


“SVO” means the
Securities Valuation Office of the NAIC or any successor to such Office.


“this Agreement” or
“the Agreement” is defined in Section
17.3.


“USA Patriot Act” means
United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
ACT) Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.


“Voting Stock” means,
with respect to any Person, any class of shares of stock or other equity
interests of such Person having general voting power under ordinary
circumstances to elect a majority of the board of directors or other managing
entities, as appropriate, of such Person (irrespective of whether or not at the
time stock of any other class or classes or other equity interests of such
Person shall have or might have voting power by reason of the happening of any
contingency).


“Wholly Owned Subsidiary” means,
at any time, any Subsidiary 100% of all of the Voting Stock (except directors’
qualifying shares and other minority shares held solely to satisfy organization
requirements of the applicable jurisdiction) and voting interests of which are
owned by any one or more of the Parent and its Wholly Owned Subsidiaries at
such time.



 10















SCHEDULE 5.3


DISCLOSURE


None.


















SCHEDULE 5.4


ORGANIZATION
AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES


 


	
  J.B. Hunt Transport Services, Inc., an Arkansas
  corporation

  
	
   

  	
  Board of Directors

  	
   

  	
   

  
	
   

  	
   

  	
  Wayne Garrison

  	
   

  	
  Chairman

  
	
   

  	
   

  	
  Gary C. George

  	
   

  	
   

  
	
   

  	
   

  	
  J. Bryan Hunt, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
  Johnelle Hunt

  	
   

  	
  Corporate Secretary

  
	
   

  	
   

  	
  Coleman H. Peterson

  	
   

  	
   

  
	
   

  	
   

  	
  James L. Robo

  	
   

  	
   

  
	
   

  	
   

  	
  Kirk Thompson

  	
   

  	
  President & Chief Executive Officer

  
	
   

  	
   

  	
  Leland Tollett

  	
   

  	
   

  
	
   

  	
   

  	
  John A. White

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Senior Officers

  	
   

  	
   

  
	
   

  	
   

  	
  Paul R. Bergant

  	
   

  	
  Executive Vice President, Marketing,

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Marketing Officer and President

  
	
   

  	
   

  	
   

  	
   

  	
  of Intermodal

  
	
   

  	
   

  	
  David N.
  Chelette

  	
   

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
  Donald G. Cope

  	
   

  	
  Senior Vice President, Finance,

  
	
   

  	
   

  	
   

  	
   

  	
  Controller, and Chief Accounting Officer

  
	
   

  	
   

  	
  Craig Harper

  	
   

  	
  Executive Vice President, Operations

  
	
   

  	
   

  	
   

  	
   

  	
  and Chief Operations Officer

  
	
   

  	
   

  	
  Terrence D.
  Matthews

  	
   

  	
  Senior Vice President, Marketing

  
	
   

  	
   

  	
  David G. Mee

  	
   

  	
  Senior Vice President, Tax and Risk

  
	
   

  	
   

  	
   

  	
   

  	
  Management

  
	
   

  	
   

  	
  Kay J. Palmer

  	
   

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Information Officer

  
	
   

  	
   

  	
  Bob D. Ralston

  	
   

  	
  Executive Vice President, Equipment

  
	
   

  	
   

  	
   

  	
   

  	
  and Properties

  
	
   

  	
   

  	
  John N. Roberts,
  III

  	
   

  	
  Executive Vice President and President,

  
	
   

  	
   

  	
   

  	
   

  	
  Dedicated Contract Services

  
	
   

  	
   

  	
  Kirk Thompson

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
  Jerry W. Walton

  	
   

  	
  Executive Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Administration and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J.B. Hunt Transport, Inc., a Georgia corporation

  
	
   

  	
  99.9% owned by J.B. Hunt Transport Services, Inc.

  
	
   

  	
   

  
	
  J.B. Hunt Corp. a Delaware corporation

  
	
   

  	
  100% owned by J.B. Hunt Transport Services, Inc.

  
	
   

  	
   

  
							



 













 


	
  J.B. Hunt Logistics, Inc., an Arkansas
  corporation

  
	
   

  	
  100% owned by LA, Inc.

  
	
   

  	
   

  
	
  L.A., Inc. an Arkansas corporation

  
	
   

  	
  100% owned by J.B. Hunt Transport Services, Inc.

  
	
   

  	
   

  
	
  FIS, Inc., a Nevada corporation

  
	
   

  	
  100% owned by J.B. Hunt Transport Services, Inc.

  
	
   

  	
   

  
	
  Hunt Mexicana, S.A. de C.V., a Mexican corporation

  
	
   

  	
  99.9% owned by LA, Inc.

  
	
   

  
	
  JBH Receivables LLC, a Delaware limited liability
  corporation

  
	
   

  	
  100% owned by J.B. Hunt Transport, Inc.

  
	
   

  	
   

  
	
  Affiliates

  
	
   

  
	
   

   J.B. Hunt,
  LLC

  	
  Owns approximately 25.4% of outstanding JBHT stock
  as of 

  June 30, 2007.

  
	
  807 W. Bowen Boulevard

  
	
  Fayetteville, AR 72701

  
					



 


















 SCHEDULE 5.5


FINANCIAL STATEMENTS


The following financial
statements and notes to financial statements are incorporated by reference from
the Parent’s Form 10-K dated December 31, 2006, filed February 28, 2007:


The Parent’s Consolidated Balance Sheets dated
December 31, 2006 and 2005


The Parent’s Consolidated Statements of
Earnings for the years ended December 31, 2006, 2005, and 2004


The Parent’s Consolidated Statements of
Stockholders’ Equity for the years ended December 31, 2006, 2005, and 2004


The Parent’s Consolidated Statements of Cash Flows for the years ended
December 31, 2006, 2005, and 2004


The Notes to Consolidated Financial Statements


The following financial
statements and notes to financial statements are incorporated by reference from
the Parent’s Form 10-Q dated March 31, 2007, filed April 30, 2007:


The Parent’s Consolidated Balance Sheets
dated December 31, 2006 and March 31, 2007


The Parent’s Consolidated Statements of
Earnings for the three months ended March 31, 2007 and 2006


The Parent’s Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006


The Notes to Consolidated Financial Statements


















SCHEDULE 5.8


LITIGATION


None.


















SCHEDULE 5.14


USE OF PROCEEDS


Refinance existing
indebtedness of the Company, for the acquisition of equipment and for general
corporate purposes (including the repurchase of shares of the Parent’s
outstanding stock).


















SCHEDULE 5.15


EXISTING
INDEBTEDNESS


$250 Million Senior Revolving Credit Facility Agreement dated as of
March 29, 2007, between J.B. Hunt Transport Services, Inc. and various
commercial banking institutions, subsequently increased (pursuant to its terms)
to $350 million.  As of June 30, 2007,
there was $194,000,000 outstanding on this facility.


$200 Million Receivables Sale Agreement dated as of July 31, 2006,
among JBH Receivables LLC, as the Seller, J.B. Hunt Transport, Inc. as the
Initial Collection Agent, ABN AMRO Bank N.V. as the Agent, the Committed
Purchasers from time to time party thereto, and Windmill Funding Corporation,
subsequently increased to $225 million. 
As of June 30, 2007, there was $220,000,000 outstanding on this
facility.


$100 Million Term Loan Agreement by and among J.B. Hunt Transport, Inc.
as Borrower, the Lenders from time to time party thereto, and SunTrust Bank as
Administrative Agent dated as of September 29, 2006. This agreement is secured
by 7,259 Wabash trailers.  As of June 30,
2007, $89,500,000 was outstanding on this loan.


$200,000,000 5.31% Senior Notes, due March 29, 2011.


















SCHEDULE 10.4


LIENS


Liens attached to 7,259 Wabash trailers securing the
$100 million Term Loan Agreement with SunTrust Bank.


















SCHEDULE 10.5


SUBSIDIARY INDEBTEDNESS


$200 Million
Receivables Sale Agreement dated as of July 31, 2006, among JBH Receivables
LLC, as the Seller, J.B. Hunt Transport, Inc. as the Initial Collection Agent,
ABN AMRO Bank N.V. as the Agent, the Committed Purchasers from time to time
party thereto, and Windmill Funding Corporation, subsequently increased to $225
million.


















EXHIBIT
1.1


[FORM OF SERIES 2007
NOTE]


J.B. HUNT TRANSPORT, INC.


6.08% Senior Note due July 26, 2014


	
  No. R-[    ]

  	
   

  	
  [Date]

  
	
  $[              ]

  	
   

  	
  PPN: 44565# AE1

  



 


FOR VALUE RECEIVED, the undersigned, J.B. HUNT
TRANSPORT, INC. (herein called the “Company”), a corporation organized and
existing under the laws of the state of Georgia, promises to pay to [         ], or registered assigns, the
principal sum of $[              ] on July
26, 2014, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the rate of 6.08% per annum
from the date hereof, payable semiannually, on January 26 and July 26 in each
year, commencing with the January 26 or July 26 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law, at a rate per annum from time to time equal to
the greater of (i) 8.08% or (ii) 2% over the rate of interest publicly
announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York
as its “base” or “prime” rate, on any overdue payment of interest and, during
the continuance of an Event of Default, on the unpaid balance hereof and on any
overdue payment of any Make-Whole Amount, payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), but in each case in no event in excess of the
maximum nonusurious rate of interest permitted under applicable law.


Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of JPMorgan Chase Bank, N.A. in New
York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase
Agreement referred to below.


This Note is one of a series of Senior Notes (herein
called the “Notes”) issued pursuant to the Master Note Purchase Agreement dated
as of July 15, 2007 (as from time to time amended, the “Note Purchase Agreement”),
between the Company, J.B. Hunt Transport Services, Inc. and the respective
Purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Purchase Agreement and (ii) to have made the
representations set forth in Sections 6.2 and 6.3 of the Note Purchase
Agreement.  Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.













This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder’s attorney duly
authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note also is subject to
optional prepayment, in whole or from time to time in part, at the times and on
the terms specified in the Note Purchase Agreement, but not otherwise.


If an Event of Default occurs and is continuing, the
principal of this Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable Make-Whole Amount) and with
the effect provided in the Note Purchase Agreement.


This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the state of New York excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.


	
  

  	
  J.B. HUNT TRANSPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 2















EXHIBIT
1.2


J.B. HUNT
TRANSPORT, INC.

J.B. HUNT TRANSPORT SERVICES, INC.


[              ]
SUPPLEMENT TO NOTE PURCHASE AGREEMENT


Dated as of                                               


Re:          $                        
          % Senior Notes,
Series               


due                                           


















J.B. HUNT
TRANSPORT, INC.

J.B. HUNT TRANSPORT SERVICES, INC.

615 J.B. Hunt Corporate Drive

Lowell, AR 72745

Phone: 479-820-0000

Fax: 479-659-6297


[       ]
SUPPLEMENT TO MASTER NOTE PURCHASE


AGREEMENT DATED AS
OF JULY 15, 2007


Dated as of
[             ]


TO EACH OF THE PURCHASERS
LISTED IN THE ATTACHED SCHEDULE A:


Ladies and Gentlemen:


This [Number] Supplement to Master Note Purchase
Agreement (the “Supplement”) is among J.B. HUNT TRANSPORT SERVICES, INC., an
Arkansas corporation (the “Parent”), J.B. HUNT TRANSPORT, INC., a Georgia
corporation and a Subsidiary of the Parent (the “Company”), and the
institutional investor[s] named on the attached Schedule A (the “Purchaser[s]”).


Reference is hereby made to the Master Note Purchase
Agreement dated as of July 15, 2007 (the “Note Purchase Agreement”) between the
Company, the Parent and the purchasers listed on Schedule A thereto.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed in the Note Purchase Agreement.  Reference is further made to Section 1.2 of
the Note Purchase Agreement, which provides that each series of Additional
Notes will be issued pursuant to a Supplement.


The Company agrees with
the Purchaser[s] as follows:


1.                                       Authorization
of the New Series of Additional Notes. 
The Company has authorized the issue and sale of
$[          ] aggregate
principal amount of Notes to be designated as its [   %]
[Floating Rate] Senior Notes, Series [    ], due
[    ], [    ] (the “Series
[    ] Notes”). The Series [    ]
Notes, together with the Series 2007 Notes [and the
Series [    ] Notes] heretofore issued pursuant to the
Note Purchase Agreement and each series of Additional Notes that may from time
to time hereafter be issued pursuant to the provisions of Section 1.2 of
the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in
substitution therefor pursuant to Section 13 of the Note Purchase
Agreement).  The Series
[    ] Notes shall be substantially in the form set out in
Exhibit 1 to this [    ] Supplement, with such changes
therefrom, if any, as may be approved by the Purchaser[s] and the Company.













2.                                       Sale
and Purchase of Series [    ] Notes.  Subject to the terms and conditions herein
and in the Note Purchase Agreement, the Company will issue and sell each
Purchaser and each Purchaser will purchase from the Company, at the Closing
provided for in Section 3, Series [   ] Notes in the
principal amount specified opposite such Purchaser’s name in the attached
Schedule A at the purchase price of 100% of the principal amount thereof.  The obligations of the Purchasers are several
and not joint obligations and each Purchaser shall have no liability to any
Person for the performance or non-performance by any other Purchaser hereunder.


3.                                       Closing.  The sale and purchase of the Series
[    ] Notes to be purchased by the Purchasers shall occur
at the offices of
[                                 ]
at 9:00 a.m., [    ] time, at a closing (the “Closing”) on
[    ], [    ] or on such other
Business Day thereafter on or prior to [    ],
[    ] as may be agreed upon by the Company and you and the
other Purchasers.  At the Closing, the
Company will deliver to you the Series [    ] Notes to be
purchased by you in the form of a single Note (or such greater number of Series
[    ] Notes in denominations of at least $500,000 as you
may request) dated the date of the Closing and registered in your name (or in
the name of your nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds for the account of the Company to
account number [            ]at
[Name and Address of Bank], ABA No.
[          ].  If at the Closing the Company fails to tender
such Series [    ] Notes to any Purchaser as provided above
in this Section 3, or any of the conditions specified in Section 4 shall
not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall,
at such Purchaser’s election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights such Purchaser may have by reason
of such failure or such nonfulfillment.


4.                                       Conditions
to Closing.  Each Purchaser’s
obligation to purchase and pay for the Series [    ] Notes
to be sold to such Purchaser at the Closing is subject to the fulfillment to
such Purchaser’s satisfaction, prior to or at the Closing, of the conditions
set forth in Section 4 of the Note Purchase Agreement and to the following
additional conditions:


(a)                                  Except
as supplemented, amended or superseded by the representations and warranties
set forth in Schedule 4, each of the representations and warranties of the
Parent and the Company set forth in Section 5 of the Note Purchase Agreement
shall be correct as of the date of Closing and each of the Parent and the
Company shall have delivered to each Purchaser an Officer’s Certificate, dated
the date of the Closing certifying that such condition has been fulfilled.


(b)                                 Contemporaneously
with the Closing, the Company shall sell to each Purchaser, and each Purchaser
shall purchase, the Series             
Notes to be purchased by such Purchaser at the Closing as specified in Schedule
A.


[Here insert any
modifications to conditions or additional conditions to Closing]


5.                                       [Here
insert special provisions for Series             
Notes including prepayment provisions applicable to Series             
Notes (including make-whole amount, premium and breakage amount, if any)].



 2
 









6.                                       Representations
of the Purchasers.  Each Purchaser
represents and warrants that the representations and warranties set forth in
Section 6 of the Note Purchase Agreement are true and correct on the date
hereof with respect to the purchase of the Series             
Notes by such Purchaser.


7.                                       Applicability
of Note Purchase Agreement.  The
Company and each Purchaser agree to be bound by and comply with the terms and
provisions of the Note Purchase Agreement as fully and completely as if such
Purchaser were an original signatory to the Note Purchase Agreement.


8.                                       Additional
Provisions.  [Here insert any
additional provisions].


If you are in agreement with the foregoing, please
sign the form of agreement on the accompanying counterpart of this Agreement
and return it to the Company, whereupon the foregoing shall become a binding
agreement between you and the Company. 
This Agreement may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one
agreement.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  J.B. HUNT
  TRANSPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  J.B. HUNT
  TRANSPORT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 



 3
 









The foregoing is agreed to
as of the date thereof.


[ADD PURCHASER SIGNATURE
BLOCKS]



 4
 









CONFIRMATION


Each of the undersigned
acknowledges receipt of the foregoing [     ]
Supplement to Note Purchase Agreement dated as of July 15, 2007 and confirms
the continuing validity and enforceability against such undersigned of the
Security Agreement to which such undersigned is a party.


[ADD SIGNATURE BLOCKS FOR
EACH


SUBSIDIARY GUARANTOR]



 5
 









Schedule A to


[    ] Supplement


INFORMATION RELATING TO PURCHASERS


	
  

  Name and Address of Purchaser

  	
   

  	
  Principal Amount of

  Series [    ] Notes to be Purchased

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Register Notes in
name of:


(1)                                  All
scheduled payments of principal and interest 

by wire transfer of immediately available funds to:


with sufficient information to identify the source and application of
such funds, including issuer, PPN#, interest rate, maturity and whether payment
is of principal, premium, or interest


For all payments other than scheduled payments of principal and
interest, the Company shall seek instructions from the holder, and in the
absence of instructions to the contrary, will make such payments to the account
and in the manner set forth above.


(2)                                  All
notices of payments and written confirmations of such wire transfers:


(3)                                  Original
notes delivered to:


(4)                                All
other communications:


(5)                                  E-mail
address for electronic delivery:


(6)                                Tax
ID No.



 6
 









Schedule 4 to


[   ] Supplement


SUPPLEMENTAL REPRESENTATIONS


Each of the Parent and the Company represents and
warrants to each Purchaser that, except as hereinafter set forth in this
Schedule 4, each of the representations and warranties set forth in Section 5
of the Note Purchase Agreement is true and correct in all material respects as
of the date hereof with respect to the Series             
Notes with the same force and effect as if each reference to “Series 2007 Notes”
set forth therein was modified to refer to the “Series             
Notes” and each reference to “this Agreement” therein was modified to refer to
the Note Purchase Agreement as supplemented by the               
Supplement.  The Section references
hereinafter set forth correspond to the similar sections of the Note Purchase
Agreement that are supplemented hereby:


Section 5.3.                                   Disclosure.  The Parent and the Company, through their
agents, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., have
delivered to each Purchaser a copy of a Private Placement Memorandum, dated
[     ] (the “Memorandum”), relating to
the transactions contemplated by the [            ]
Supplement.  The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Parent and its Subsidiaries.  The Note Purchase Agreement, the Memorandum
(including the Parent’s SEC filings referred to therein), the documents,
certificates or other writings identified in Schedule 5.3 by or on behalf of
the Parent in connection with the transactions contemplated by the Note
Purchase Agreement and the               
Supplement and the financial statements listed in Schedule 5.5 to the           
Supplement (the Note Purchase Agreement, the               
Supplement, the Memorandum and such documents, certificates or other writings
and such financial statements being referred to, collectively, as the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made.  Except as disclosed in
the Disclosure Documents, since                         ,
there has been no change in the financial condition, operations, business or
properties of the Parent or any Subsidiary except changes that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.  There is no fact known to the
Parent or the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure
Documents.


Section 5.4.                                   Organization and
Ownership of Shares of Subsidiaries; Affiliates.  (a) Schedule 5.4 to the             
Supplement contains (except as noted therein) complete and correct lists of
(i) the Parent’s Subsidiaries, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization and the percentage of shares
of each class of its capital stock or similar equity interests outstanding
owned by the Parent and each other Subsidiary, (ii) the Parent’s
Affiliates, other than Subsidiaries, and (iii) the Parent’s directors and
senior officers.



 7
 









Section 5.13.                               Private Offering by
the Company.  None of the Parent, the
Company or anyone acting on their behalf has offered the Series     
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof
with, any Person other than the Purchasers and not more than [  ]
other Institutional Investors, each of which has been offered the Series             
Notes at a private sale for investment. 
None of the Parent, the Company or anyone acting on their behalf has
taken, or will take, any action that would subject the issuance or sale of the
Series        Notes to the registration
requirements of Section 5 of the Securities Act or to the registration
requirements of any securities or blue sky laws of any applicable jurisdiction.


Section 5.14.                             Use of Proceeds; Margin
Regulations.  Net proceeds from the
sale of the Series             
Notes will be used for                               
and for general corporate purposes. No part of the proceeds from the sale of
the Series             
Notes pursuant to the           
Supplement will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220).  Margin stock does not
constitute more than 1% of the value of the consolidated assets of the Parent
and its Subsidiaries and the Parent does not have any present intention that
margin stock will constitute more than 1% of the value of such assets.  As used in this Section, the terms “margin
stock” and “purpose of buying or carrying” shall have the meanings assigned to
them in said Regulation U.


Section 5.15.                             Existing Debt; Future
Liens.  (a) Except as described
therein, Schedule 5.15 to the             
Supplement sets forth a complete and correct list of all outstanding
Indebtedness of the Parent and its Subsidiaries as of [                  ]
(including a description of the obligors and obligees, principal amount
outstanding and collateral therefor, if any, and guaranty thereof, if any),
since which date there has been no Material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the Indebtedness of
the Parent or its Subsidiaries.  Neither
the Parent nor any Subsidiary is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any
Indebtedness of the Parent or any Subsidiary and no event or condition exists
with respect to any Indebtedness of the Parent or any Subsidiary that would
permit (or that with notice or the lapse of time, or both, would permit) one or
more Persons to cause such Indebtedness to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.


[Add
any additional Sections as appropriate at the time the Series             
Notes are issued and any exceptions to the representations and warranties]



 8
 









Exhibit 1 to


Supplement


FORM OF SERIES [    ] NOTE



 9















EXHIBIT 1.3


PARENT GUARANTY


THIS
GUARANTY (this “Guaranty”) dated as of July 15, 2007 is made by J.B. Hunt
Transport Services, Inc., an Arkansas corporation (the “Guarantor”), in favor
of the holders from time to time of the Notes hereinafter referred to, including
each purchaser named in the Master Note Purchase Agreement hereinafter referred
to, and their respective successors and assigns (collectively, the “Holders”
and each individually, a “Holder”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS,
J.B. Hunt Transport, Inc., a Georgia corporation (the “Company”), the Guarantor
and the initial Holders have entered into a Master Note Purchase Agreement
dated as of July 15, 2007 (the Master Note Purchase Agreement as amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms and in effect, the “Note Purchase Agreement”);


WHEREAS,
the Note Purchase Agreement contemplates the issuance by the Company of Notes
(as defined in the Note Purchase Agreement) in one or more series and tranches,
up to $1,500,000,000 aggregate principal amount;


WHEREAS,
the Company is a Subsidiary of the Guarantor and the Guarantor will derive
substantial benefits from the purchase by the Holders of the Company’s Notes;


WHEREAS,
it is a condition precedent to the obligation of the Holders to purchase the
Notes that the Guarantor shall have executed and delivered this Guaranty to the
Holders; and


WHEREAS,
the Guarantor desires to execute and deliver this Guaranty to satisfy the
conditions described in the preceding paragraph;


NOW,
THEREFORE, in consideration of the premises and other benefits to the
Guarantor, and of the purchase of the Company’s Notes by the Holders, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Guarantor makes this Guaranty as follows:


SECTION
1.           Definitions.  Any capitalized terms not otherwise herein
defined shall have the meanings ascribed to them in the Note Purchase
Agreement.


SECTION
2.           Guaranty.  The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the Company
of the principal of, Make-Whole Amount or LIBOR Breakage Amount, if any, and
interest on (including interest
accruing or becoming owing subsequent to the commencement of any bankruptcy,
reorganization or similar proceeding involving the Company), and each
other amount due under, the Notes or the Note Purchase Agreement, when and as
the same shall become due and payable (whether at 













stated maturity or
by required or optional prepayment or by declaration or otherwise) in
accordance with the terms of the Notes and the Note Purchase Agreement (the
Notes and the Note Purchase Agreement being sometimes hereinafter collectively
referred to as the “Note Documents” and the amounts payable by the Company
under the Note Documents, and all other monetary obligations of the Company
thereunder (including any reasonable attorneys’ fees and expenses), being
sometimes collectively hereinafter referred to as the “Obligations”).  This Guaranty is a guaranty of payment and
not just of collectibility and is in no way conditioned or contingent upon any
attempt to collect from the Company or upon any other event, contingency or
circumstance whatsoever.  If for any
reason whatsoever the Company shall fail or be unable duly, punctually and
fully to pay such amounts as and when the same shall become due and payable,
the Guarantor, without demand, presentment, protest or notice of any kind, will
forthwith pay or cause to be paid such amounts to the Holders under the terms
of such Note Documents, in lawful money of the United States, at the place
specified in the Note Purchase Agreement, or perform or comply with the same or
cause the same to be performed or complied with, together with interest (to the
extent provided for under such Note Documents) on any amount due and owing from
the Company.  The Guarantor, promptly
after demand, will pay to the Holders the reasonable costs and expenses of
collecting such amounts or otherwise enforcing this Guaranty, including,
without limitation, the reasonable fees and expenses of counsel.


SECTION
3.           Guarantor’s
Obligations Unconditional.  The
obligations of the Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of the Guarantor, shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the Guarantor
or any other person may have against the Company or any other person, and to
the full extent permitted by applicable law shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected by, any circumstance or condition whatsoever (whether or not the
Guarantor or the Company shall have any knowledge or notice thereof),
including:


(a)           any termination,
amendment or modification of or deletion from or addition or supplement to or
other change in any of the Note Documents or any other instrument or agreement
applicable to any of the parties to any of the Note Documents;


(b)           any furnishing or
acceptance of any security, or any release of any security, for the
Obligations, or the failure of any security or the failure of any person to
perfect any interest in any collateral;


(c)           any failure, omission
or delay on the part of the Company to conform or comply with any term of any
of the Note Documents or any other instrument or agreement referred to in
paragraph (a) above, including, without limitation, failure to give notice to
the Guarantor of the occurrence of a “Default” or an “Event of Default” under
any Note Document;


(d)           any waiver of the
payment, performance or observance of any of the obligations, conditions,
covenants or agreements contained in any Note Document, or any other waiver,
consent, extension, indulgence, compromise, settlement, release or other 



 2
 









action or inaction under or in respect of any of the
Note Documents or any other instrument or agreement referred to in paragraph
(a) above or any obligation or liability of the Company, or any exercise or
non-exercise of any right, remedy, power or privilege under or in respect of
any such instrument or agreement or any such obligation or liability;


(e)           any failure, omission
or delay on the part of any of the Holders to enforce, assert or exercise any
right, power or remedy conferred on such Holder in this Guaranty, or any such
failure, omission or delay on the part of such Holder in connection with any
Note Document, or any other action on the part of such Holder;


(f)            any voluntary or involuntary
bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment
for the benefit of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or similar
proceedings with respect to the Company, the Guarantor or to any other person
or any of their respective properties or creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding;


(g)           any discharge,
termination, cancellation, frustration, irregularity, invalidity or
unenforceability, in whole or in part, of any of the Note Documents or any
other agreement or instrument referred to in paragraph (a) above or any term
hereof;


(h)           any merger or
consolidation of the Company or the Guarantor into or with any other
corporation, or any sale, lease or transfer of any of the assets of the Company
or the Guarantor to any other person;


(i)            any change in the
ownership of any shares of capital stock of the Company or any change in the
corporate relationship between the Company and the Guarantor, or any
termination of such relationship;


(j)            any release or
discharge, by operation of law, of any other guarantor from the performance or
observance of any obligation, covenant or agreement contained in any other
guarantee of the Note Documents or the Obligations; or


(k)           any other occurrence,
circumstance, happening or event whatsoever, whether similar or dissimilar to
the foregoing, whether foreseen or unforeseen, and any other circumstance which
might otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse
against the Guarantor.


SECTION
4.           Full
Recourse Obligations.  The
obligations of the Guarantor set forth herein constitute the full recourse
obligations of the Guarantor enforceable against it to the full extent of all
its assets and properties.



 3
 









SECTION
5.           Waiver.  The Guarantor unconditionally waives, to the
extent permitted by applicable law, (a) notice of any of the matters
referred to in Section 3, (b) notice to the Guarantor of the incurrence of
any of the Obligations, notice to the Guarantor or the Company of any breach or
default by the Company with respect to any of the Obligations or any other
notice that may be required, by statute, rule of law or otherwise, to preserve
any rights of the Holders against the Guarantor, (c) presentment to or
demand of payment from the Company or the Guarantor with respect to any amount
due under any Note Document or protest for nonpayment or dishonor, (d) any
right to the enforcement, assertion or exercise by any of the Holders of any
right, power, privilege or remedy conferred in the Note Purchase Agreement or
any other Note Document or otherwise, (e) any requirement of diligence on
the part of any of the Holders, (f) any requirement to exhaust any
remedies or to mitigate the damages resulting from any default under any Note
Document, (g) any notice of any sale, transfer or other disposition by any
of the Holders of any right, title to or interest in the Note Purchase
Agreement or in any other Note Document and (h) any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge,
release or defense of a guarantor or surety or which might otherwise limit
recourse against the Guarantor.


SECTION
6.           Subrogation,
Contribution, Reimbursement or Indemnity. 
Until one year and one day after all Obligations have been paid in full,
the Guarantor agrees not to take any action pursuant to any rights which may
have arisen in connection with this Guaranty to be subrogated to any of the
rights (whether contractual, under the United States Bankruptcy Code, as
amended, including section 509 thereof, under common law or otherwise) of any
of the Holders against the Company or against any collateral security or
guaranty or right of offset held by the Holders for the payment of the
Obligations. Until one year and one day after all Obligations have been paid in
full, the Guarantor agrees not to take any action pursuant to any contractual,
common law, statutory or other rights of reimbursement, contribution,
exoneration or indemnity (or any similar right) from or against the Company
which may have arisen in connection with this Guaranty.  So long as the Obligations remain, if any
amount shall be paid by or on behalf of the Company to the Guarantor on account
of any of the rights waived in this paragraph, such amount shall be held by the
Guarantor in trust, segregated from other funds of the Guarantor, and shall,
forthwith upon receipt by the Guarantor, be turned over to the Holders (duly
endorsed by the Guarantor to the Holders, if required), to be applied against
the Obligations, whether matured or unmatured, in such order as the Holders may
determine.  The provisions of this paragraph
shall survive the term of this Guaranty and the payment in full of the
Obligations.


SECTION
7.           Effect
of Bankruptcy Proceedings, etc.  This
Guaranty shall continue to be effective or be automatically reinstated, as the
case may be, if at any time payment, in whole or in part, of any of the sums
due to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned by the Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other person, or upon or as
a result of the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to the Company or other person or any
substantial part of its property, or otherwise, all as though such payment had
not been made.  If an event permitting
the acceleration of the maturity of the principal amount of the Notes shall at 



 4
 









any time have
occurred and be continuing, and such acceleration shall at such time be
prevented by reason of the pendency against the Company or any other person of
a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees
that, for purposes of this Guaranty and its obligations hereunder, the maturity
of the principal amount of the Notes and all other Obligations shall be deemed
to have been accelerated with the same effect as if any Holder had accelerated
the same in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and the Guarantor shall forthwith pay such principal
amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest
thereon and any other amounts guaranteed hereunder without further notice or
demand.


SECTION
8.           Term
of Agreement.  This Guaranty and all
guaranties, covenants and agreements of the Guarantor contained herein shall
continue in full force and effect and shall not be discharged until such time
as all of the Obligations shall be paid and performed in full and all of the agreements
of the Guarantor hereunder shall be duly paid and performed in full.


SECTION 9.           Notices.  All notices and communications provided for
hereunder shall be in writing and sent by telecopy if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or by registered or certified mail with return
receipt requested (postage prepaid), or by a recognized overnight delivery
service (with charges prepaid) (a) if to the Company or any Holder at the
address set forth in the Note Purchase Agreement or (b) if to the
Guarantor, in care of the Company at the Company’s address set forth in the
Note Purchase Agreement, or in each case at such other address as the Company,
any Holder or such Guarantor shall from time to time designate in writing to
the other parties.  Any notice so
addressed shall be deemed to be given when actually received.


SECTION
10.         Survival.  All warranties, representations and covenants
made by the Guarantor herein or in any certificate or other instrument
delivered by it or on its behalf hereunder shall be considered to have been
relied upon by the Holders and shall survive the execution and delivery of this
Guaranty, regardless of any investigation made by any of the Holders.  All statements in any such certificate or
other instrument shall constitute warranties and representations by such
Guarantor hereunder.


SECTION
11.         Jurisdiction
and Process; Waiver of Jury Trial.


(a)           The Guarantor
irrevocably submits to the non-exclusive jurisdiction of any New York state or
federal court sitting in the Borough of Manhattan, The City of New York, over
any suit, action or proceeding arising out of or relating to this Parent
Guaranty, the Note Purchase Agreement or the Notes.  To the fullest extent permitted by applicable
law, the Guarantor irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.



 5
 









(b)           The Guarantor agrees,
to the fullest extent permitted by applicable law, that a final judgment in any
suit, action or proceeding of the nature referred to in Section 11(a)
brought in any such court shall be conclusive and binding upon it subject to
rights of appeal, as the case may be, and may be enforced in the courts of the
United States of America (or any other courts to the jurisdiction of which it
or any of its assets is or may be subject) by a suit upon such judgment.


(c)           The Guarantor consents
to process being served by or on behalf of any holder of Notes in any suit,
action or proceeding of the nature referred to in Section 11(a) by mailing
a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, return receipt requested, or delivering a copy
thereof in the manner for delivery of notices specified in Section 9, to
it.  The Guarantor agrees that such
service upon receipt (i) shall be deemed in every respect effective service of
process upon it in any such suit, action or proceeding and (ii) shall, to the
fullest extent permitted by applicable law, be taken and held to be valid
personal service upon and personal delivery to it.  Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United
States Postal Service or any reputable commercial delivery service.


(d)           Nothing in this
Section 11 shall affect the right of any holder of a Note to serve process
in any manner permitted by law, or limit any right that the holders of any of
the Notes may have to bring proceedings against the Company in the courts of
any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.


(e)           THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION
BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT
EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


SECTION
12.         Miscellaneous.  Any provision of this Guaranty that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,
the Guarantor hereby waives any provision of law that renders any provisions
hereof prohibited or unenforceable in any respect.  The terms of this Guaranty shall be binding
upon, and inure to the benefit of, the Guarantor and the Holders and their
respective successors and assigns.  No
term or provision of this Guaranty may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the Guarantor
and the Required Holders.  The section
and paragraph headings in this Guaranty and the table of contents are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof, and all references herein to numbered
sections, unless otherwise indicated, are to sections in this Guaranty.  This Guaranty shall in all respects be
governed by, and construed in accordance with, the laws of the State of New
York excluding choice-of-law principles of the 



 6
 









law of such State
that would require the application of the laws of a jurisdiction other than
such State.



 7
 









IN WITNESS
WHEREOF, the Guarantor has caused this Guaranty to be duly executed as of the
day and year first above written.


	
   

  	
  J.B. HUNT TRANSPORT
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: David N.
  Chelette

  
	
   

  	
  Title: Treasurer

  



 



 8















EXHIBIT
4.4(a)


FORM OF OPINION OF COUNSEL

FOR THE COMPANY


The opinion of Mitchell, Williams, Selig, Gates &
Woodyard, P.L.L.C., counsel for the Company, shall be to the effect that:


1.                                       The
Company is a corporation validly existing and in good standing under the laws
of Georgia, and has all
requisite corporate power and
authority to own and operate its properties, to carry on its business as now
conducted, and to enter into and perform the Agreement and to issue and sell
the Notes.


2.                                       The
Parent is a corporation validly existing and in good standing under the laws of
Arkansas, and has all requisite
corporate power and authority to
own and operate its properties, to carry on its business as now conducted, and
to enter into and perform the Agreement and to execute, deliver and perform the
Parent Guaranty.


3.                                       The
Agreement and the Notes have been duly authorized by proper corporate action on
the part of the Company, have been duly executed and delivered by an authorized
officer of the Company, and constitute the legal, valid and binding agreements
of the Company, enforceable in accordance with their terms, except to the
extent that enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent
conveyance, fraudulent transfer, moratorium or similar laws of general
application relating to or affecting the enforcement of the rights of creditors
or by equitable principles, regardless of whether enforcement is sought in a
proceeding in equity or at law.


3.                                       The
Agreement and the Parent Guaranty have been duly authorized by proper corporate
action on the Parent, have been
duly executed and delivered by an authorized officer of the Parent, and
constitutes the legal, valid and binding obligation of the Parent, enforceable
in accordance with their terms, except to the extent the enforcement thereof
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or similar laws of general application relating to or affecting the
enforcement of the rights of creditors or by equitable principles, regardless
of whether enforcement is sought in a proceeding in equity or at law.


4.                                       In
any action or proceeding arising out of or relating to the Agreement, the
Parent Guaranty and the Notes in any federal court sitting in the State of
Arkansas or any Arkansas state court, such court would recognize and give
effect to the governing law provisions of such documents choosing the laws of
the State of New York, except that matters concerning the enforcement of
remedies against personal property located in Arkansas shall be governed by the
laws of the State of Arkansas.


5.                                       Based on the representations set forth in the
Agreement, the offering, sale and delivery of the Notes and delivery of
the Parent Guaranty do not require the registration of the 













Notes or the
Parent Guaranty under the Securities Act of 1933, as amended, or the
qualification of an indenture under the Trust Indenture Act of 1939, as
amended.


6.                                       No
authorization, approval or consent of, and no designation, filing (other than
the filing of a Form 8-K after the Closing pursuant to the Securities Exchange
Act of 1934), declaration, registration and/or qualification with, any
Governmental Authority is necessary or required in connection with the
execution, delivery and performance by the Company or the Parent of the
Agreement or the offering, issuance and sale by the Company of the Notes, and
no authorization, approval or consent of, and no designation, filing (other
than the filing of a Form 8-K after the Closing pursuant to the Securities
Exchange Act of 1934), declaration, registration and/or qualification with, any
Governmental Authority is necessary or required in connection with the
execution, delivery and performance by the Parent of the Parent Guaranty.


7.                                       The
issuance and sale of the Notes by the Company, the performance of the terms and
conditions of the Notes and the Agreement by
the Company and the execution and delivery of the Agreement by the
Company do not conflict with, or result in any breach or violation of any of
the provisions of, or constitute a default under, or result in the creation or
imposition of any Lien on, the property of the Company pursuant to the
provisions of (i) the certificate of incorporation or bylaws of the
Company, (ii) any loan agreement known to such counsel to which the Company is
a party or by which the Company or its property is bound, (iii) any other
Material agreement or instrument known to such counsel to which the Company is
a party or by which the Company or its property is bound, (iv) any law
(excluding usury laws) or regulation applicable to the Company, or (v) to the
knowledge of such counsel, any order, writ, injunction or decree of any court
or Governmental Authority applicable to the Company.


8.                                       The
execution, delivery and performance of the Agreement and the Parent Guaranty by the Parent will not conflict with,
or result in any breach or violation of any of the provisions of, or constitute
a default under, or result in the creation or imposition of any Lien on, the
property of the Parent pursuant to the provisions of (i) its articles of
incorporation or by-laws, (ii)
any loan agreement known to such counsel to which the Parent is a party or by
which it or its property is bound, (iii) any other Material agreement or instrument known to such counsel to which
the Parent is a party or by which it or its property is bound, (iv) any law
(excluding usury laws) or regulation applicable to the Parent, or (v) to the
knowledge of such counsel, any order, writ, injunction or decree of any court
or Governmental Authority applicable to the Parent.


9.                                       None of the Company, the Parent or any
Subsidiary is (i) a “public utility” as defined in the Federal
Power Act, as amended, or (ii) an “investment company” or a company “controlled”
by an “investment company,” as such terms are defined in the Investment Company
Act of 1940, as amended.


10.                                 Based on the representations set forth in the
Agreement, the issuance of the Notes and the intended use of the
proceeds of the sale of the Notes do not violate or conflict with Regulation U,
T or X of the Board of Governors of the Federal Reserve System.


The opinion of Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C. shall cover such other matters
relating to the sale of the Notes as the Purchasers may reasonably
request.  With respect to matters of fact
on which such opinion is based, such counsel shall be entitled to rely on 



 2
 









appropriate certificates
of public officials and officers of the Company and with respect to matters
governed by the laws of any jurisdiction other than the United States of
America, the laws of the state of New York, Arkansas or Georgia, such counsel
may rely upon the opinions of counsel deemed (and stated in their opinion to be
deemed) by them to be competent and reliable. The opinion shall state that
subsequent transferees and assignees of the Notes and Foley & Lardner LLP
may rely thereon.



 3















EXHIBIT
4.4(b)


FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS


The opinion of Foley
& Lardner LLP, special counsel to the Purchasers, shall be to the effect
that:


1.                                       The
Agreement and the Notes constitute the legal, valid and binding agreements of
the Company, enforceable in accordance with their terms, except to the extent
that enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws of general application relating to or affecting the enforcement of
the rights of creditors or by equitable principles, regardless of whether
enforcement is sought in a proceeding in equity or at law.


2.                                       The
Agreement and the Parent Guaranty constitute the legal, valid and binding
obligation of the Parent, enforceable in accordance with their terms, except to
the extent the enforcement thereof may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or similar laws of general application relating to or affecting the
enforcement of the rights of creditors or by equitable principles, regardless
of whether enforcement is sought in a proceeding in equity or at law.


3.                                       Based
upon the representations set forth in the Agreement, the offering, sale and
delivery of the Notes and the execution and delivery of the Parent Guaranty do
not require the registration of the Notes or the Parent Guaranty under the
Securities Act of 1933, as amended, nor the qualification of an indenture under
the Trust Indenture Act of 1939, as amended.


4.                                       No
approval, consent or withholding of objection on the part of, or filing,
registration or qualification with, any governmental body, Federal or state, is
necessary in connection with the execution and delivery of the Note Agreement
or the Notes.


Foley &
Lardner LLP may rely upon the opinion of Mitchell, Williams, Selig, Gates &
Woodyard, P.L.L.C. as to the due authorization, execution and delivery of the
Agreement, the Notes and the Parent Guaranty. 
Such opinion shall state that the opinion of Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C. is satisfactory in form and scope to it, and
that, in its opinion, the Purchasers and it are justified in relying thereon
and shall cover such other matters relating to the sale of the Notes as the
Purchasers may reasonably request.


















EXHIBIT
9.7


SUBSIDIARY
GUARANTY


THIS GUARANTY (this “Guaranty”) dated as of [        ],
200[ ] is made by each of the undersigned (each being a “Guarantor”), in favor
of the holders from time to time of the Notes hereinafter referred to and their
respective successors and assigns (collectively, the “Holders” and each
individually, a “Holder”).


W  I  T  N  E  S
S  E  T  H:


WHEREAS, J.B. HUNT TRANSPORT, INC., a Georgia
corporation (the “Company”), J.B. Hunt Transport Services, Inc., an Arkansas
corporation, and the initial Holders have entered into a Master Note Purchase
Agreement dated as of July 15, 2007 (the Master Note Purchase Agreement as
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms and in effect, the “Note Purchase Agreement”);


WHEREAS, the Note Purchase Agreement contemplates the
issuance by the Company of Notes (as defined in the Note Purchase Agreement) in
one or more series and tranches, up to $1,500,000,000 aggregate principal
amount;


WHEREAS, the Company directly or indirectly owns all
of the issued and outstanding capital stock of each Guarantor and, by virtue of
such ownership and otherwise, such Guarantor has derived or will derive
substantial benefits from the purchase by the Holders of the Company’s Notes;


WHEREAS, it is a requirement of the Note Purchase
Agreement that each Guarantor execute and deliver this Guaranty to the Holders;
and


WHEREAS, each Guarantor desires to execute and deliver
this Guaranty to satisfy the requirement described in the preceding paragraph;


NOW, THEREFORE, in consideration of the premises and
other benefits to each Guarantor, and of the purchase of the Company’s Notes by
the Holders, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, each Guarantor makes this Guaranty as
follows:


SECTION
1            Definitions.  Any capitalized terms not otherwise herein
defined shall have the meanings attributed to them in the Note Purchase
Agreement.


SECTION
2            Guaranty.  Each Guarantor, jointly and severally with
each other Guarantor, unconditionally and irrevocably guarantees to the Holders
the due, prompt and complete payment by the Company of the principal of,
Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest on (including interest accruing or becoming
owing subsequent to the commencement of any bankruptcy, reorganization or
similar proceeding involving the Company), and each other amount due
under, the Notes or the Note Purchase Agreement, when and as the same shall
become due and payable (whether at stated maturity or 



 1
 









by required or
optional prepayment or by declaration or otherwise) in accordance with the
terms of the Notes and the Note Purchase Agreement (the Notes and the Note
Purchase Agreement being sometimes hereinafter collectively referred to as the “Note
Documents” and the amounts payable by the Company under the Note Documents
(including any attorneys’ fees and expenses), being sometimes collectively
hereinafter referred to as the “Obligations”). 
This Guaranty is a guaranty of payment and not just of collectibility
and is in no way conditioned or contingent upon any attempt to collect from the
Company or upon any other event, contingency or circumstance whatsoever.  If for any reason whatsoever the Company
shall fail or be unable duly, punctually and fully to pay such amounts as and
when the same shall become due and payable, each Guarantor, without demand,
presentment, notice of
acceleration, notice of intent to accelerate, protest or notice of any
kind, will forthwith pay or cause to be paid such amounts to the Holders under
the terms of such Note Documents, in lawful money of the United States, at the
place specified in the Note Purchase Agreement, or perform or comply with the
same or cause the same to be performed or complied with, together with interest
(to the extent provided for under such Note Documents) on any amount due and
owing from the Company.  Each Guarantor,
promptly after demand, will pay to the Holders the reasonable costs and
expenses of collecting such amounts or otherwise enforcing this Guaranty,
including, without limitation, the reasonable fees and expenses of
counsel.  Notwithstanding the foregoing,
the right of recovery against each Guarantor under this Guaranty is limited to
the extent it is judicially determined with respect to any Guarantor that
entering into this Guaranty would violate Section 548 of the United States
Bankruptcy Code or any comparable provisions of any state law, in which case
such Guarantor shall be liable under this Guaranty only for amounts aggregating
up to the largest amount that would not render such Guarantor’s obligations
hereunder subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any state law.


SECTION
3.           Guarantor’s
Obligations Unconditional.  The
obligations of each Guarantor under this Guaranty shall be primary, absolute
and unconditional obligations of each Guarantor, shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim each Guarantor
or any other Person may have against the Company or any other Person, and to
the full extent permitted by applicable law shall remain in full force and
effect without regard to, and except as provided in Section 9.7(b) of the Note
Purchase Agreement, shall not be released, discharged or in any way affected
by, any circumstance or condition whatsoever (whether or not each Guarantor or
the Company shall have any knowledge or notice thereof), including:


(a)           any termination,
amendment or modification of or deletion from or addition or supplement to or
other change in any of the Note Documents or any other instrument or agreement
applicable to any of the parties to any of the Note Documents;


(b)           any furnishing or
acceptance of any security, or any release of any security, for the
Obligations, or the failure of any security or the failure of any Person to
perfect any interest in any collateral;


(c)           any failure, omission
or delay on the part of the Company to conform or comply with any term of any
of the Note Documents or any other instrument or 



 2
 









agreement referred to in paragraph (a) above,
including, without limitation, failure to give notice to any Guarantor of the
occurrence of a “Default” or an “Event of Default” under any Note Document;


(d)           any waiver of the
payment, performance or observance of any of the obligations, conditions,
covenants or agreements contained in any Note Document, or any other waiver,
consent, extension, indulgence, compromise, settlement, release or other action
or inaction under or in respect of any of the Note Documents or any other
instrument or agreement referred to in paragraph (a) above or any obligation or
liability of the Company, or any exercise or non-exercise of any right, remedy,
power or privilege under or in respect of any such instrument or agreement or
any such obligation or liability;


(e)           any failure, omission
or delay on the part of any of the Holders to enforce, assert or exercise any
right, power or remedy conferred on such Holder in this Guaranty, or any such
failure, omission or delay on the part of such Holder in connection with any
Note Document, or any other action on the part of such Holder;


(f)            any voluntary or
involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment,
assignment for the benefit of creditors, composition, receivership,
conservatorship, custodianship, liquidation, marshaling of assets and
liabilities or similar proceedings with respect to the Company, any Guarantor
or to any other Person or any of their respective properties or creditors, or
any action taken by any trustee or receiver or by any court in any such
proceeding;


(g)           any discharge,
termination, cancellation, frustration, irregularity, invalidity or
unenforceability, in whole or in part, of any of the Note Documents or any
other agreement or instrument referred to in paragraph (a) above or any term
hereof;


(h)           any merger or
consolidation of the Company or any Guarantor into or with any other
corporation, or any sale, lease or transfer of any of the assets of the Company
or any Guarantor to any other Person;


(i)            any change in the
ownership of any shares of capital stock of the Company or any change in the
corporate relationship between the Company and any Guarantor, or any
termination of such relationship;


(j)            any release or
discharge, by operation of law, of any Guarantor from the performance or
observance of any obligation, covenant or agreement contained in this Guaranty;
or


(k)           any other occurrence,
circumstance, happening or event whatsoever, whether similar or dissimilar to
the foregoing, whether foreseen or unforeseen, and any other circumstance which
might otherwise constitute a legal or equitable defense or discharge of the liabilities
of a guarantor or surety or which might otherwise limit recourse against any
Guarantor.



 3
 









SECTION
4.           Full
Recourse Obligations.  The
obligations of each Guarantor set forth herein constitute the full recourse
obligations of such Guarantor enforceable against it to the full extent of all
its assets and properties.


SECTION
5.           Waiver.  Each Guarantor unconditionally waives, to the
extent permitted by applicable law, (a) notice of any of the matters
referred to in Section 3, (b) notice to such Guarantor of the incurrence
of any of the Obligations, notice to such Guarantor or the Company of any
breach or default by such Company with respect to any of the Obligations or any
other notice that may be required, by statute, rule of law or otherwise, to
preserve any rights of the Holders against such Guarantor, (c) presentment
to, notice of acceleration of, notice
of intent to accelerate or demand of payment from the Company or the
Guarantor with respect to any amount due under any Note Document or protest for
nonpayment or dishonor, (d) any right to the enforcement, assertion or
exercise by any of the Holders of any right, power, privilege or remedy
conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the
Holders, (f) any requirement to exhaust any remedies or to mitigate the
damages resulting from any default under any Note Document, (g) any notice
of any sale, transfer or other disposition by any of the Holders of any right,
title to or interest in the Note Purchase Agreement or in any other Note
Document and (h) any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge, release or defense of a guarantor or
surety or which might otherwise limit recourse against such Guarantor.


SECTION
6.           Subrogation,
Contribution, Reimbursement or Indemnity. 
Until one year and one day after all Obligations have been indefeasibly
paid in full, each Guarantor agrees not to take any action pursuant to any
rights which may have arisen in connection with this Guaranty to be subrogated
to any of the rights (whether contractual, under the United States Bankruptcy
Code, as amended, including Section 509 thereof, under common law or otherwise)
of any of the Holders against the Company or against any collateral security or
guaranty or right of offset held by the Holders for the payment of the
Obligations. Until one year and one day after all Obligations have been
indefeasibly paid in full, each Guarantor agrees not to take any action
pursuant to any contractual, common law, statutory or other rights of
reimbursement, contribution, exoneration or indemnity (or any similar right)
from or against the Company which may have arisen in connection with this
Guaranty.  So long as the Obligations
remain, if any amount shall be paid by or on behalf of the Company to any
Guarantor on account of any of the rights waived in this paragraph, such amount
shall be held by such Guarantor in trust, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Holders (duly endorsed by such Guarantor to the Holders, if required),
to be applied against the Obligations, whether matured or unmatured, in such
order as the Holders may determine.  The
provisions of this paragraph shall survive the term of this Guaranty and the
payment in full of the Obligations.


SECTION
7.           Effect
of Bankruptcy Proceedings, etc.  This
Guaranty shall continue to be effective or be automatically reinstated, as the
case may be, if at any time payment, in whole or in part, of any of the sums
due to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned 



 4
 









by such Holder
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Company or any other Person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Company or other person or any substantial part of its property, or
otherwise, all as though such payment had not been made.  If an event permitting the acceleration of
the maturity of the principal amount of the Notes shall at any time have
occurred and be continuing and
one or more Holders shall have attempted to accelerate the maturity of the
principal amount of the Notes pursuant to and in compliance with Section 12.1
of the Note Purchase Agreement, or an event shall have occurred that pursuant
to Section 12.1 of the Note Purchase Agreement purportedly results in the
automatic acceleration of the maturity of the principal amount of the Notes,
and in either such case such acceleration shall at such time be
prevented by reason of the pendency against the Company or any other Person of
a case or proceeding under a bankruptcy or insolvency law, each Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, the
maturity of the principal amount of the Notes and all other Obligations shall be
deemed to have been accelerated with the same effect as if any Holder had
accelerated the same in accordance with the terms of the Note Purchase
Agreement or other applicable Note Document, and such Guarantor shall forthwith
pay such principal amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if
any, and interest thereon and any other amounts guaranteed hereunder without
further notice or demand.


SECTION
8.           Term
of Agreement.  Subject to Section
9.7(b) of the Note Purchase Agreement, this Guaranty and all guaranties,
covenants and agreements of each Guarantor contained herein shall continue in
full force and effect and shall not be discharged until such time as all of the
Obligations shall be irrevocably paid and performed in full in cash and all of the
agreements of such Guarantor hereunder shall be irrevocably duly paid and
performed in full in cash.


SECTION
9.           Representations
and Warranties.  Each Guarantor
represents and warrants to each Holder that:


(a)           such Guarantor is a
corporation or other legal entity validly existing and in good standing or
equivalent status under the laws of its jurisdiction of organization and has
the corporate or other power and authority to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which
it is currently engaged;


(b)           such Guarantor has the
corporate or other power and authority and the legal right to execute and
deliver, and to perform its obligations under, this Guaranty, and has taken all
necessary corporate or other action to authorize its execution, delivery and
performance of this Guaranty;


(c)           this Guaranty
constitutes a legal, valid and binding obligation of such Guarantor enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law);



 5
 









(d)           the execution, delivery
and performance of this Guaranty will not violate any provision of any
requirement of law or material contractual obligation of such Guarantor and,
except as provided in the Note Purchase Agreement, will not result in or require
the creation or imposition of any Lien on any of the properties, revenues or
assets of the Guarantor pursuant to the provisions of any material contractual
obligation of such Guarantor or any requirement of law;


(e)           except as provided in
the Note Purchase Agreement, no consent or authorization of, filing with, or
other act by or in respect of, any arbitrator or governmental authority is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty;


(f)            no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of such Guarantor, threatened by or
against such Guarantor or any of its properties or revenues (i) with
respect to this Guaranty or any of the transactions contemplated hereby or
(ii) which could reasonably be expected to have a material adverse effect
upon the business, operations or financial condition of such Guarantor and its
Subsidiaries taken as a whole;


(g)           the execution, delivery
and performance of this Guaranty will not violate any provision of any order,
judgment, writ, award or decree of any court, arbitrator or Governmental
Authority, domestic or foreign, or of the charter or by-laws of such Guarantor
or of any securities issued by such Guarantor; and


(h)           after giving effect to
the transactions contemplated herein, (i) the present fair salable value
of the assets of such Guarantor is in excess of the amount that will be
required to pay its probable liability on its existing debts as said debts
become absolute and matured, (ii)  such Guarantor has received reasonably
equivalent value for executing and delivering this Guaranty, (iii) the
property remaining in the hands of such Guarantor is not an unreasonably small
capital, and (iv) such Guarantor is able to pay its debts as they mature.


SECTION
10.         Notices.  All notices under the terms and provisions
hereof shall be in writing, and shall be delivered or sent by telex or telecopy
or mailed by first-class mail, postage prepaid, or otherwise as provided in
Section 18 of the Note Purchase Agreement, addressed (a) if to the Company
or any Holder at the address set forth in, 
the Note Purchase Agreement or (b) if to a Guarantor, in care of
the Company at the Company’s address set forth in the Note Purchase Agreement,
or in each case at such other address as the Company, any Holder or such
Guarantor shall from time to time designate in writing to the other
parties.  Any notice so addressed shall be
deemed to be given when actually received.


SECTION 11.         Jurisdiction and Process; Waiver of Jury
Trial.


(a)           Each Guarantor
irrevocably submits to the non-exclusive jurisdiction of any New York state or
federal court sitting in the Borough of Manhattan, The City of New York, over
any suit, action or proceeding arising out of or relating to this Guaranty, 



 6
 









the Agreement or the Notes.  To the fullest extent permitted by applicable
law, each Guarantor irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.


(b)           Each Guarantor agrees,
to the fullest extent permitted by applicable law, that a final judgment in any
suit, action or proceeding of the nature referred to in Section 11(a)
brought in any such court shall be conclusive and binding upon it subject to
rights of appeal, as the case may be, and may be enforced in the courts of the
United States of America (or any other courts to the jurisdiction of which it
or any of its assets is or may be subject) by a suit upon such judgment.


(c)           Each Guarantor consents
to process being served in any suit, action or proceeding solely of the nature
referred to in Section 11(a) by mailing a copy thereof by registered or
certified or priority mail, postage prepaid, return receipt requested, or
delivering a copy thereof in the manner for delivery of notices specified in
Section 10, to it.  Each Guarantor agrees
that such service upon receipt (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii)
shall, to the fullest extent permitted by applicable law, be taken and held to
be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United
States Postal Service or any reputable commercial delivery service.


(d)           Nothing in this Section
11 shall affect the right of any holder of a Note to serve process in any
manner permitted by law, or limit any right that the holders of any of the
Notes may have to bring proceedings against the Company in the courts of any
appropriate jurisdiction or to enforce in any lawful manner a judgment obtained
in one jurisdiction in any other jurisdiction.


(e)           EACH GUARANTOR WAIVES
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE
NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


SECTION
12.         Miscellaneous.  Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,
each Guarantor hereby waives any provision of law that renders any provisions
hereof prohibited or unenforceable in any respect.  The terms of this Guaranty shall be binding
upon, and inure to the benefit of, each Guarantor and the Holders and their
respective successors and assigns.  It is
agreed and understood that any Subsidiary of the Company or of any Guarantor
may become a Guarantor hereunder by executing a Joinder substantially in the
form of Exhibit A  



 7
 









attached hereto
and delivering the same to the Holders. 
Any such Person shall thereafter be a “Guarantor” for all purposes under
this Guaranty.  No term or provision of
this Guaranty may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by each Guarantor and the Holders; provided,
however, that a Guarantor may be fully released and discharged from this
Guaranty pursuant to the terms of Section 9.7(b) of the Note Purchase
Agreement.  The section and paragraph
headings in this Guaranty and the table of contents are for convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof, and all references herein to numbered sections, unless
otherwise indicated, are to sections in this Guaranty.  This Guaranty shall in all respects be
governed by, and construed in accordance with, the laws of the state of New
York, including all matters of construction, validity and performance.



 8
 









IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed as
of the day and year first above written.


	
  

  	
  [Name of Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 9
 









FORM OF JOINDER TO
SUBSIDIARY GUARANTY


The undersigned (the “Guarantor”), joins in the
Subsidiary Guaranty dated as of [        ],
200[  ] from the Guarantors named therein
in favor of the Holders, as defined therein, and (i) jointly and severally with
the other Guarantors under the Subsidiary Guaranty, guarantees to the Holders
from time to time of the Notes the prompt payment in full when due (whether at
stated maturity, by acceleration or otherwise) and the full and prompt
performance and observance of all Obligations (as defined in Section 2 of the
Subsidiary Guaranty), (ii) accepts and agrees to perform and observe all of the
covenants set forth therein, (iii) waives the rights set forth in Section 5 of
the Subsidiary Guaranty, (iv) waives the rights, submits to jurisdiction, and
waives service of process as described in Section 11 of the Subsidiary Guaranty
and (v) agrees to be bound by all of the terms thereof and represents and
warrants to the Holders that:


(a)           the Guarantor is validly
existing and in good standing or equivalent status under the laws of its
jurisdiction of organization and has the requisite power and authority to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged;


(b)           the Guarantor has the
requisite power and authority and the legal right to execute and deliver this
Joinder to Subsidiary Guaranty (“Joinder”) and to perform its obligations
hereunder and under the Subsidiary Guaranty and has taken all necessary action
to authorize its execution and delivery of this Joinder and its performance of
the Subsidiary Guaranty;


(c)           the Subsidiary Guaranty
constitutes a legal, valid and binding obligation of the Guarantor enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law);


(d)           the execution, delivery
and performance of this Joinder will not violate any provision of any
requirement of law or material contractual obligation of the Guarantor and,
except as provided in the Note Purchase Agreement, will not result in or
require the creation or imposition of any Lien on any of the properties,
revenues or assets of the Guarantor pursuant to the provisions of any material
contractual obligation of such Guarantor or any requirement of law;


(e)           except as provided in
the Note Purchase Agreement, no consent or authorization of, filing with, or
other act by or in respect of, any arbitrator or Governmental Authority is
required in connection with the execution, delivery, performance, validity or
enforceability of this Joinder;


(f)            no litigation,
investigation or proceeding of or before any arbitrator or governmental
authority is pending or, to the knowledge of the Guarantor, threatened by or
against the Guarantor or any of its properties or revenues with respect to this
Joinder, the Subsidiary Guaranty or any of the transactions contemplated hereby
or thereby;



 10
 









(g)           the execution, delivery
and performance of this Joinder will not violate any provision of any order,
judgment, writ, award or decree of any court, arbitrator or Governmental
Authority, domestic or foreign, or of the charter or by-laws of the Guarantor
or of any securities issued by the Guarantor; and


(h)           after giving effect to
the transactions contemplated herein, (i) the present fair salable value
of the assets of the Guarantor is in excess of the amount that will be required
to pay its probable liability on its existing debts as said debts become
absolute and matured, (ii)  the Guarantor has received reasonably equivalent
value for executing and delivering this Guaranty, (iii) the property
remaining in the hands of the Guarantor is not an unreasonably small capital,
and (iv) the Guarantor is able to pay its debts as they mature.


(i)            Capitalized Terms used
but not defined herein have the meanings ascribed in the Subsidiary Guaranty.


IN
WITNESS WHEREOF, the undersigned has caused this Joinder to Subsidiary Guaranty
to be duly executed as of                     ,
        .


	
  

  	
  [Name of
  Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 



 11