Exhibit 10.1


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


This
Amendment No. 1 to Credit Agreement (this “Agreement”) dated as of October 5,
2005 and effective as of October 6, 2005, is made by and among J.B. HUNT TRANSPORT SERVICES, INC., an
Arkansas corporation (the “Borrower”), the banks and other financial
institutions whose signatures appear on the signature pages hereof or
which hereafter become parties hereto (collectively the “Banks” and
individually a “Bank”), SUNTRUST BANK,
LASALLE BANK NATIONAL ASSOCIATION,
DEUTSCHE BANK AG NEW YORK BRANCH
and THE BANK OF TOKYO-MITSUBISHI, LTD.
(collectively the “Co-Syndication Agents” and individually a “Syndication
Agent”) and BANK OF AMERICA, N.A.
(“Bank of America”), a national banking association, as administrative agent
for the Banks hereunder (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
the Borrower, the Administrative Agent and the Banks have entered into that
certain Credit Agreement dated as of April 27, 2005 (as hereby amended and
as from time to time hereafter further amended, modified, supplemented,
restated, or amended and restated, the “Credit Agreement”; the
capitalized terms as used in this Agreement not otherwise defined herein shall
have the respective meanings given thereto in the Credit Agreement), pursuant
to which the Banks have made available to the Borrower a revolving credit
facility; and


 


WHEREAS,
the Borrower has advised the Administrative Agent and the Banks that the
Borrower desires to amend certain provisions of the Credit Agreement as set
forth herein in connection with adjustments to the Permitted Securitized
Receivables Transaction and the ability of J.B. Hunt Transport, Inc. to
guarantee Indebtedness permitted under the Credit Agreement, and the Administrative
Agent and the Banks have agreed so to amend the Credit Agreement on the terms
and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and further
valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:


 


1.                                       Amendments to Credit Agreement. 
Subject to the terms and conditions set forth herein, the Credit
Agreement is hereby amended as follows:


 


(a)                                  The definition of “Permitted Securitized
Receivables Transaction” in Section 1.1 is hereby amended by
deleting “$100,000,000” where it appears therein and inserting “$200,000,000”
in lieu thereof.


 


(b)                                 Section 9.6 is hereby amended by inserting the
following proviso at the end of such section:


 


“; provided,
however, notwithstanding the foregoing, Transport may guaranty
Indebtedness of the Borrower permitted under this Agreement.”


 





















 


2.                                       Conditions Precedent. 
The effectiveness of this Agreement and the amendments to the Credit
Agreement herein provided are subject to the satisfaction of the following
conditions precedent:


 


(a)                                  The Administrative Agent shall have
received each of the following documents or instruments in form and substance
reasonably acceptable to the Administrative Agent:


 


(i)                                     fourteen (14) original counterparts of
this Agreement, duly executed by the Borrower, the Administrative Agent, and
the Majority Banks, together with all schedules and exhibits thereto duly
completed;


 


(ii)                                  such other documents, instruments,
opinions, certifications, undertakings, further assurances and other matters as
the Administrative Agent shall reasonably require.


 


(b)                                 payment of (i) all reasonable out of
pocket fees and expenses of counsel to the Administrative Agent incurred in
connection with the execution and delivery of this Agreement to the extent
invoiced prior to the date hereof; and (ii) all other fees agreed to be
paid.


 


3.                                       Reaffirmation by each Guarantor. 
Each Guarantor hereby consents, acknowledges and agrees to the
amendments of the Credit Agreement set forth herein.


 


4.                                       Representations and Warranties. 
In order to induce the Administrative Agent and the Banks to enter into
this Agreement, the Borrower represents and warrants to the Administrative
Agent and the Banks as follows:


 


(a)                                  The representations and warranties of (i) the
Borrower contained in Article VII (after giving effect to this
Agreement) and (ii) each Loan Party contained in each other Loan Document
or in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct on and as of the date hereof, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Agreement, the representations and
warranties contained in Section 7.4 shall be deemed to refer to the
most recent statements furnished pursuant to clause (a) of Section 8.1.


 


(b)                                 There does not exist any pending or
threatened action, suit, investigation or proceeding in any court or before any
arbitrator or Governmental Authority that purports to affect any transaction
contemplated under this Agreement or the ability of the Borrower to perform its
respective obligations under this Agreement;


 


(c)                                  There has not occurred since December 31,
2004, any event or events which, individually or in the aggregate, would
reasonably be expected to have a Materially Adverse Effect; and


 


(d)                                 No Default has occurred and is
continuing.


 


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5.                                       Entire Agreement. 
This Agreement, together with all the Loan Documents (collectively, the “Relevant
Documents”), sets forth the entire understanding and agreement of the
parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such subject
matter.  No promise, condition,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and not one of them has relied on any such promise,
condition, representation or warranty. 
Each of the parties hereto acknowledges that, except as otherwise
expressly stated in the Relevant Documents, no representations, warranties or
commitments, express or implied, have been made by any party to the other.  None of the terms or conditions of this
Agreement may be changed, modified, waived or canceled orally or otherwise,
except as permitted pursuant to Section 14.1 of the Credit
Agreement.


 


6.                                       Full Force and Effect of Agreement. 
Except as hereby specifically amended, modified or supplemented, the
Credit Agreement and all other Loan Documents are hereby confirmed and ratified
in all respects by each party hereto and shall be and remain in full force and
effect according to their respective terms.


 


7.                                       Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the same
instrument.


 


8.                                       Governing Law. 
This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the state of New York.


 


9.                                       Enforceability. 
Should any one or more of the provisions of this Agreement be determined
to be illegal or unenforceable as to one or more of the parties hereto, all
other provisions nevertheless shall remain effective and binding on the parties
hereto.


 


10.                                 References.  All
references in any of the Loan Documents to the “Credit Agreement” shall mean
the Credit Agreement, as amended hereby.


 


11.                                 Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent and each of the Banks, and their respective
successors, assigns and legal representatives; provided, however, that
the Borrower, without the prior consent of the Required Banks, may not assign
any rights, powers, duties or obligations hereunder.


 


12.                                 Expenses.  The Borrower
agrees to pay to the Administrative Agent all reasonable out-of-pocket expenses
incurred or arising in connection with the negotiation and preparation of this
Agreement.


 


[Signature pages follow.]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to Credit Agreement to be made, executed and delivered by
their duly authorized officers as of the day and year first above written.


 


	
   

  	
  J.B.
  HUNT TRANSPORT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.B.
  HUNT TRANSPORT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


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  BANK
  OF AMERICA, N.A., as Administrative 

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


	
   

  	
  SUNTRUST
  BANK, as Co-Syndication Agent

  and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION,

  as Co-Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  as
  Co-Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI, LTD.,

  
	
   

  	
  as
  Co-Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


	
   

  	
  REGIONS
  BANK, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


	
   

  	
  BRANCH
  BANKING AND TRUST COMPANY,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


	
   

  	
  UBS
  LOAN FINANCE LLC, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as a

  
	
   

  	
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


SCHEDULE 1(a)


TO SENIOR REVOLVING CREDIT FACILITY


 


BANKS’ COMMITMENTS


 


 


	
  Bank

  	
   

  	
  Commitment

  	
   

  	
  Percentage

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  $

  	
  29,000,000.00

  	
   

  	
  14.5000

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  24,000,000.00

  	
   

  	
  12.0000

  	
  %

  
	
  LaSalle Bank
  National Association

  	
   

  	
  $

  	
  24,000,000.00

  	
   

  	
  12.0000

  	
  %

  
	
  Deutsche Bank AG
  New York Branch

  	
   

  	
  $

  	
  24,000,000.00

  	
   

  	
  12.0000

  	
  %

  
	
  The Bank of
  Tokyo-Mitsubishi, Ltd.

  	
   

  	
  $

  	
  24,000,000.00

  	
   

  	
  12.0000

  	
  %

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.5000

  	
  %

  
	
  Regions Bank

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.5000

  	
  %

  
	
  Branch Banking
  and Trust Company

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.5000

  	
  %

  
	
  UBS Loan Finance
  LLC

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.5000

  	
  %

  
	
  U.S. Bank
  National Association

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.5000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  200,0000,000.00

  	
   

  	
  100.0000

  	
  %