1. AUTHORIZATION OF NOTES.

2. SALE AND PURCHASE OF NOTES.

3. CLOSING.

4. CONDITIONS TO CLOSING.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

6. REPRESENTATIONS OF THE PURCHASERS.

7. INFORMATION AS TO PARENT.

8. PREPAYMENT OF THE NOTES.

9. AFFIRMATIVE COVENANTS.

10. NEGATIVE COVENANTS.

11. EVENTS OF DEFAULT.

12. REMEDIES ON DEFAULT, ETC.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

14. PAYMENTS ON NOTES.

15. EXPENSES, ETC.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

17. AMENDMENT AND WAIVER.

18. NOTICES.

19. REPRODUCTION OF DOCUMENTS.

20. CONFIDENTIAL INFORMATION.

21. SUBSTITUTION OF PURCHASER.

22. MISCELLANEOUS.

1.1 Description of Notes to be Issued.

1.2 Parent Guaranty.

4.1 Representations and Warranties.

4.2 Performance; No Default.

4.3 Compliance Certificates.

4.4 Opinions of Counsel.

4.5 Purchase Permitted By Applicable Law, etc.

4.6 Sale of Other Notes.

4.7 Payment of Special Counsel Fees.

4.8 Private Placement Number.

4.9 Changes in Corporate Structure.

4.10 Parent Guaranty.

4.11 Funding Instructions.

4.12 Proceedings and Documents.

4.13 Credit Agreement.

5.1 Organization; Power and Authority.

5.2 Authorization, etc.

5.3 Disclosure.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

5.5 Financial Statements; Material Liabilities.

5.6 Compliance with Laws, Other Instruments, etc.

5.7 Governmental Authorizations, etc.

5.8 Litigation; Observance of Statutes and Orders.

5.9 Taxes.

5.10 Title to Property; Leases.

5.11 Licenses, Permits, etc.

5.12 Compliance with ERISA.

5.13 Private Offering by the Company.

5.14 Use of Proceeds; Margin Regulations.

5.15 Existing Indebtedness; Future Liens.

5.16 Foreign Assets Control Regulations, etc.

5.17 Status under Certain Statutes.

5.18 Environmental Matters.

6.1 Purchase for Investment.

6.2 Source of Funds.

6.3 Accredited Investor.

7.1 Financial and Business Information.

7.2 Officer’s Certificate.

7.3 Electronic Delivery.

7.4 Visitation.

8.1 No Scheduled Prepayments.

8.2 Optional Prepayments with Make-Whole Amount.

8.3 Mandatory Offer to Prepay Upon Change of Control.

8.4 Allocation of Partial Prepayments.

8.5 Maturity; Surrender, etc.

8.6 Purchase of Notes.

8.7 Make-Whole Amount.

9.1 Compliance with Law.

9.2 Insurance.

9.3 Maintenance of Properties.

9.4 Payment of Taxes and Claims.

9.5 Corporate Existence, etc.

9.6 Books and Records.

9.7 Subsidiary Guaranty; Release.

9.8 Pari Passu Ranking.

10.1 Ratio of Adjusted Debt to Cash Flow.

10.2 Fixed Charge Coverage Ratio.

10.3 Priority Debt.

10.4 Liens.

10.5 Subsidiary Indebtedness

10.6 Mergers, Consolidations, etc.

10.7 Sale of Assets.

10.8 Nature of Business.

10.9 Transactions with Affiliates.

10.10 Terrorism Sanctions Regulations.

12.1 Acceleration.

12.2 Other Remedies.

12.3 Rescission.

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

13.1 Registration of Notes.

13.2 Transfer and Exchange of Notes.

13.3 Replacement of Notes.

14.1 Place of Payment.

14.2 Home Office Payment.

15.1 Transaction Expenses.

15.2 Survival.

17.1 Requirements.

17.2 Solicitation of Holders of Notes.

17.3 Binding Effect, etc.

17.4 Notes held by Company, etc.

22.1 Successors and Assigns.

22.2 Payments Due on Non-Business Days.

22.3 Accounting Terms.

22.4 Severability.

22.5 Construction.

22.6 Counterparts.

22.7 Governing Law.

22.8 Jurisdiction and Process; Waiver of Jury Trial.

(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.

(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.

(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 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.

(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.

(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.

(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 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.

(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 December 31, 2006 (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.

(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.

(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.

(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.

(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 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.

(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,

(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

(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 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:

(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; and

(g) 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 Form 10-Q and Form 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.

(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 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.

(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 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.

(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 subparagraph (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. The 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).

(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:

(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.

(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 paragraph (d) 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 in accordance with 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

(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 20% of Consolidated Net Worth as of the end of the most recently completed Fiscal Quarter.

(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 (f) of this Section 10.5, provided that immediately before and after giving effect thereto and to the application of the proceeds thereof,

(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

(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.;

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

(a) the Company defaults in the payment of any principal or Make-Whole 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

(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 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 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.

(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.

(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.

(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,

(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.

(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.

(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.

(a) the government of

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

(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;

(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%.

(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.

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

(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,

(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);

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

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

(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 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; and

(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

(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.

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

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

(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 Company 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.

(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;

(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.

(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,

(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 the David Chelette, or at such other address as the Company shall have specified to the holder of each Note in writing.

(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

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODSEbDVnoYIZyukV/Dqb852V7pWrZl4gVm0uUAFoWLC3xqoiq/9BiZvk9GEYvlda bnSLPojkxk9VbxiZZn6OqQ== 0001104659-07-024217.txt : 20070330 0001104659-07-024217.hdr.sgml : 20070330 20070330155338 ACCESSION NUMBER: 0001104659-07-024217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070329 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11757 FILM NUMBER: 07732705 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 8-K 1 a07-9495_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 29, 2007

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Arkansas		0-11757		71-0335111
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION		(COMMISSION FILE NUMBER)		(IRS EMPLOYER IDENTIFICATION NO.)

615 J.B. Hunt Corporate Drive
Lowell, Arkansas	72745	(479) 820-0000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)	(REGISTRANT’S TELEPHONE NUMBER)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

See the information set forth in Item 2.03 of this current report on Form 8-K, which is incorporated by reference herein.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

See the information set forth in Item 2.03 of this current report on Form 8-K, which is incorporated by reference herein.

ITEM 2.01. COMPLETION OF ACQUISITION OF ASSETS

See the information set forth in Item 2.03 of this current report on Form 8-K, which is incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION

Acquisition of Assets

On March 29, 2007, we purchased approximately $52.1 million of used, dry-van trailers. Prior to this transaction we had been utilizing these trailers under the terms of various operating leases. These trailers were purchased directly from Transport International Pool, Inc., the lessor, at prices negotiated among the parties.

New Financing Arrangements

In connection with the purchase of these trailers and related to anticipated future needs for capital, we sold $200,000,000 of 5.31% Senior Notes on March 29, 2007, which are due March 29, 2011, to various purchasers through a private placement offering. The issuer of the Notes is J.B. Hunt Transport, Inc., a subsidiary, with a guaranty by J.B. Hunt Transport Services, Inc. The terms and conditions of this transaction are contained in the Note Purchase Agreement dated March 15, 2007, with an effective date of March 29, 2007. The agreement requires us to maintain certain covenants and financial ratios. This agreement is attached as Exhibit 10.1 of this filing. Proceeds from these notes were utilized to purchase the above mentioned trailers from Transport International Pool, Inc. The remainder of these funds was utilized to repay outstanding debt under our revolving lines of credit.

Revolving Lines of Credit

We also entered into a new $250,000,000 Senior Revolving Credit Facility Agreement dated March 29, 2007, with J.B. Hunt Transport, Inc. as the borrower and with a guaranty from J.B. Hunt Transport Services, Inc. This new credit facility has a five year term and expires March 29, 2012. This credit facility allows us to request an increase in the total commitment by up to $100 million and requires us to maintain certain covenants and financial ratios. The terms and conditions of this transaction are contained in the Senior Revolving Credit Facility Agreement and related documents dated March 29, 2007, which is attached as Exhibit 10.2. This new credit facility replaced a $200,000,000 Senior Revolving Credit Facility dated April 27, 2005. Borrowing costs are based on LIBOR, plus an applicable margin and other fees. The new revolving credit facility has lower borrowing costs and fees, compared to the previous agreement. We had $6 million outstanding as of the effective date of this new credit facility. Remaining funds under this facility may be used to purchase additional containers and chassis for our intermodal business unit, to repurchase our common stock, to repay outstanding debt and to fund working capital.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1 Note Purchase Agreement

10.2 Senior Revolving Credit Facility Agreement and related documents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Lowell, Arkansas, on the 30th day of March, 2007.

	J.B. HUNT TRANSPORT SERVICES, INC.


	BY:	/s/ Kirk Thompson
		Kirk Thompson
		President and Chief Executive Officer

	BY:	/s/ Jerry W. Walton
		Jerry W. Walton
		Executive Vice President, Finance and
		Administration,
		Chief Financial Officer

	BY:	/s/ Donald G. Cope
		Donald G. Cope
		Senior Vice President, Controller,
		Chief Accounting Officer

EX-10.1 2 a07-9495_1ex10d1.htm EX-10.1

Exhibit 10.1

EXECUTION COPY

J.B. HUNT TRANSPORT, INC.
J.B. HUNT TRANSPORT SERVICES, INC.

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

NOTE PURCHASE AGREEMENT

Dated as of March 15, 2007

TABLE OF CONTENTS

Section			Page

1.	AUTHORIZATION OF NOTES.		1
	1.1	Description of Notes to be Issued.	1
	1.2	Parent Guaranty.	1

2.	SALE AND PURCHASE OF NOTES.		2

3.	CLOSING.		2

4.	CONDITIONS TO CLOSING.		2
	4.1	Representations and Warranties.	2
	4.2	Performance; No Default.	2
	4.3	Compliance Certificates.	3
	4.4	Opinions of Counsel.	3
	4.5	Purchase Permitted By Applicable Law, etc.	3
	4.6	Sale of Other Notes.	3
	4.7	Payment of Special Counsel Fees.	4
	4.8	Private Placement Number.	4
	4.9	Changes in Corporate Structure.	4
	4.10	Parent Guaranty.	4
	4.11	Funding Instructions.	4
	4.12	Proceedings and Documents.	4

5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.		4
	5.1	Organization; Power and Authority.	5
	5.2	Authorization, etc.	5
	5.3	Disclosure.	5
	5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates.	6
	5.5	Financial Statements; Material Liabilities.	6
	5.6	Compliance with Laws, Other Instruments, etc.	7
	5.7	Governmental Authorizations, etc.	7
	5.8	Litigation; Observance of Statutes and Orders.	7
	5.9	Taxes.	8
	5.10	Title to Property; Leases.	8
	5.11	Licenses, Permits, etc.	8
	5.12	Compliance with ERISA.	9
	5.13	Private Offering by the Company.	10
	5.14	Use of Proceeds; Margin Regulations.	10
	5.15	Existing Indebtedness; Future Liens.	10
	5.16	Foreign Assets Control Regulations, etc.	11
	5.17	Status under Certain Statutes.	11
	5.18	Environmental Matters.	11

6.	REPRESENTATIONS OF THE PURCHASERS.		12

	6.1	Purchase for Investment.	12
	6.2	Source of Funds.	12
	6.3	Accredited Investor.	14

7.	INFORMATION AS TO PARENT.		14
	7.1	Financial and Business Information.	14
	7.2	Officer’s Certificate.	16
	7.3	Electronic Delivery.	17
	7.4	Visitation.	17

8.	PREPAYMENT OF THE NOTES.		18
	8.1	No Scheduled Prepayments.	18
	8.2	Optional Prepayments with Make-Whole Amount.	18
	8.3	Mandatory Offer to Prepay Upon Change of Control.	18
	8.4	Allocation of Partial Prepayments.	20
	8.5	Maturity; Surrender, etc.	20
	8.6	Purchase of Notes.	20
	8.7	Make-Whole Amount.	20

9.	AFFIRMATIVE COVENANTS.		22
	9.1	Compliance with Law.	22
	9.2	Insurance.	22
	9.3	Maintenance of Properties.	22
	9.4	Payment of Taxes and Claims.	23
	9.5	Corporate Existence, etc.	23
	9.6	Books and Records.	23
	9.7	Subsidiary Guaranty; Release.	23
	9.8	Pari Passu Ranking.	24

10.	NEGATIVE COVENANTS.		24
	10.1	Ratio of Adjusted Debt to Cash Flow.	24
	10.2	Fixed Charge Coverage Ratio.	25
	10.3	Priority Debt.	25
	10.4	Liens.	25
	10.5	Subsidiary Indebtedness	26
	10.6	Mergers, Consolidations, etc.	27
	10.7	Sale of Assets.	27
	10.8	Nature of Business.	29
	10.9	Transactions with Affiliates.	29
	10.10	Terrorism Sanctions Regulations.	29

11.	EVENTS OF DEFAULT.		29

12.	REMEDIES ON DEFAULT, ETC.		31
	12.1	Acceleration.	31
	12.2	Other Remedies.	32
	12.3	Rescission.	32

	12.4	No Waivers or Election of Remedies, Expenses, etc.	33

13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.		33
	13.1	Registration of Notes.	33
	13.2	Transfer and Exchange of Notes.	33
	13.3	Replacement of Notes.	34

14.	PAYMENTS ON NOTES.		34
	14.1	Place of Payment.	34
	14.2	Home Office Payment.	34

15.	EXPENSES, ETC.		35
	15.1	Transaction Expenses.	35
	15.2	Survival.	35

16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.		36

17.	AMENDMENT AND WAIVER.		36
	17.1	Requirements.	36
	17.2	Solicitation of Holders of Notes.	36
	17.3	Binding Effect, etc.	37
	17.4	Notes held by Company, etc.	37

18.	NOTICES.		37

19.	REPRODUCTION OF DOCUMENTS.		38

20.	CONFIDENTIAL INFORMATION.		38

21.	SUBSTITUTION OF PURCHASER.		39

22.	MISCELLANEOUS.		39
	22.1	Successors and Assigns.	39
	22.2	Payments Due on Non-Business Days.	39
	22.3	Accounting Terms.	40
	22.4	Severability.	40
	22.5	Construction.	40
	22.6	Counterparts.	40
	22.7	Governing Law.	40
	22.8	Jurisdiction and Process; Waiver of Jury Trial.	41

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 Senior Note
EXHIBIT 1.2	—	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

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

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

Dated as of March 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:

The Company has authorized the issue and sale of $200,000,000 aggregate principal amount of its 5.31% Senior Notes due March 29, 2011 (the “Notes”, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you, the Other Purchasers of such Notes 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.

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 1.2, as it hereafter may be amended or supplemented from time to time (the “Parent Guaranty”).

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.

The sale and purchase of the 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 March 29, 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 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 606603, 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.

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:

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.

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 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.

You shall have received opinions in form and substance satisfactory to you, dated the date of such Closing (a) from Wright, Lindsey & Jennings LLP, 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.

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.

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.

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.

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

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.

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

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.

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.

The Parent and the banks party thereto shall have entered into the Credit Agreement and you shall have received a copy of a fully executed counterpart thereof.

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

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.

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, 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).

The Parent and the Company, through their agent, J.P. Morgan Securities Inc., has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated March 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 March 19, 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.

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.

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, (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

No consent, approval or authorization of, or registration, filing 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.

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 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.

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.

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 22 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 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.

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. 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.

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.

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.

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:

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.

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

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

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);

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:

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) 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 (ii) 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 (iii) 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) or (iii), 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.

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

No regularly scheduled prepayments are due on the Notes prior to their stated maturity.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the 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, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 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 the 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 8.4), 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 Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

In the case of each partial prepayment of Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

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 (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole 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, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full 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.

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.

“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 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 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 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 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 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 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.

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

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.

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.

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.

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 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.

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.

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.

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

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

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.

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.

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

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:

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:

The Parent and the Company will not, and will not permit any Subsidiary to, 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:

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 10.5 from its liability under this Agreement or the Parent Guaranty.

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:

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 clause (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.

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.

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.

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.

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

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.

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 (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the fullest extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, notice of acceleration, notice of intent to accelerate, 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 by the Company 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.

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.

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 Make-Whole Amount, if any, 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 Make-Whole Amount, if any, 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 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.

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.

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.

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 Exhibit 1.1. 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 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.

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

the Company at its own expense shall execute and deliver within 10 Business Days, in lieu thereof, a new Note, 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.

Subject to Section 14.2, payments of principal, Make-Whole 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.

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, 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 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.

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).

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.

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 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.

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.

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.

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.

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:

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

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.

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 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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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:
	Title:


	J.B. HUNT TRANSPORT SERVICES, INC.


	By:
	Name:
	Title:

S-1

This Agreement is accepted and
agreed to as of the date thereof.

NEW YORK LIFE INSURANCE COMPANY


By:
		Name:
		Title:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management LLC, Its Investment Manager


By:
		Name:
		Title:


NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
By: New York Life Investment Management LLC, its Investment Manager


By:
		Name:
		Title:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
By: New York Life Investment Management LLC, its Investment Manager



By:
		Name:
		Title:


NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
By: New York Life Investment Management LLC, its Investment Manager


By:
		Name:
		Title:

S-2

METROPOLITAN LIFE INSURANCE COMPANY

By:
Name:
Title:


METLIFE INVESTORS INSURANCE COMPANY
By: Metropolitan Life Insurance Company, its investment manager

By:
Name:
Title:

S-3

ING USA ANNUITY AND LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent



By:
Name:
Title:



ING LIFE INSURANCE AND ANNUITY COMPANY
By: ING Investment Management LLC, as Agent


By:
Name:
Title



RELIASTAR LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent



By:
Title:
Name:



SECURITY LIFE OF DENVER INSURANCE COMPANY
By: ING Investment Management LLC, as Agent



By:
Name:
Title:

S-4

UNITED OF OMAHA LIFE INSURANCE COMPANY


By:
Name:
Title:



COMPANION LIFE INSURANCE COMPANY


By:
Name:
Title:

S-5

STATE FARM LIFE INSURANCE COMPANY


By:
Name:
Title:


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY


By:
Name:
Title:

S-6

BANKERS LIFE AND CASUALTY COMPANY
CONSECO LIFE INSURANCE COMPANY
WASHINGTON NATIONAL INSURANCE COMPANY
By: 40\|86 Advisors, Inc. acting as Investment Advisor



By:
Name: Edwin Ferrell
Title: Senior Vice President

S-7

HARTFORD LIFE INSURANCE COMPANY
By: Hartford Investment Management Company,
	Its Agent and Attorney-in-Fact



By:
	Name:
	Title:

S-8

THE STATE LIFE INSURANCE COMPANY BY
AMERICAN UNITED LIFE INSURANCE COMPANY ITS AGENT


By:
Name:
Title:



AMERICAN UNITED LIFE INSURANCE COMPANY


By:
Name:
Title:

S-9

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

					Principal Amount of
		Name and Address of Purchaser			Notes to be Purchased

		New York Life Insurance Company			$12,500,000

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

			JPMorgan Chase Bank
			New York, New York 10019
			ABA No. 021-000-021
			Credit: New York Life Insurance Company
			General Account No. 008-9-00687

			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:

			New York Life Insurance Company
			c/o New York Life Investment Management LLC
			51 Madison Avenue
			New York, New York 10010-1603

			Attention:	Financial Management
				Securities Operations
				2nd Floor
				Fax #: (212) 447-4160

			with a copy sent electronically to:

			FIIGLibrary@nylim.com

Schedule A

(3)	All other communications:

		New York Life Insurance Company
		c/o New York Life Investment Management LLC
		51 Madison Avenue
		New York, New York 10010

		Attention:	Fixed Income Investors Group
			Private Finance
			2nd Floor
			Fax #: (212) 447-4122

		with a copy sent electronically to:

		FIIGLibrary@nylim.com

		and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

		Attention:	Office of General Counsel
			Investment Section, Room 1104
			Fax #: (212) 576-8340




(4)	E-mail address for Electronic Delivery:

		FIIGLibrary@nylim.com

(5)	Address for delivery of Notes and closing documents:

		Michael Boyd
		New York Life Investment Management LLC
		51 Madison Avenue, Room 117M
		New York, NY 10010
		Tel: 212.576.6755

(6)	Tax ID: 13-5582869

Schedule A

INFORMATION RELATING TO PURCHASERS

					Principal Amount of
		Name and Address of Purchaser			Notes to be Purchased

		New York Life Insurance and Annuity Corporation			$41,000,000

		All payments by wire or intrabank transfer of immediately available funds to:
(1)
			JPMorgan Chase Bank
			New York, New York 10019
			ABA No. 021-000-021
			Credit: New York Life Insurance and Annuity Corporation
			General Account No. 323-8-47382

			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:

			New York Life Insurance and Annuity Corporation
			c/o New York Life Investment Management LLC
			51 Madison Avenue
			New York, New York 10010-1603

			Attention:	Financial Management
				Securities Operations
				2nd Floor
				Fax #: (212) 447-4160

			with a copy sent electronically to:

			FIIGLibrary@nylim.com

Schedule A

(3)	All other communications:

		New York Life Insurance and Annuity Corporation
		c/o New York Life Investment Management LLC
		51 Madison Avenue
		New York, New York 10010

		Attention:	Fixed Income Investors Group
			Private Finance
			2nd Floor
			Fax #: (212) 447-4122

		with a copy sent electronically to:

		FIIGLibrary@nylim.com

		and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

		Attention:	Office of General Counsel
			Investment Section, Room 1104
			Fax #: (212) 576-8340




(4)	E-mail address for Electronic Delivery:

		FIIGLibrary@nylim.com

(5)	Address for delivery of Notes and closing documents:

		Michael Boyd
		New York Life Investment Management LLC
		51 Madison Avenue, Room 117M
		New York, NY 10010
		Tel: 212.576.6755

(6)	Tax ID: 13-3044743

Schedule A

INFORMATION RELATING TO PURCHASERS

					Principal Amount of
		Name and Address of Purchaser			Notes to be Purchased

		New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account			$500,000
		All payments by wire or intrabank transfer of immediately available funds to:
(1)
			JPMorgan Chase Bank
			New York, New York 10019
			ABA No. 021-000-021
			Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED
			General Account No. 323-8-39002

			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:

			New York Life Insurance and Annuity Corporation
			Institutionally Owned Life Insurance Separate Account
			c/o New York Life Investment Management LLC
			51 Madison Avenue
			New York, New York 10010-1603

			Attention:	Financial Management
				Securities Operations
				2nd Floor
				Fax #: (212) 447-4160

			with a copy sent electronically to:

			FIIGLibrary@nylim.com

Schedule A

(3)	All other communications:

		New York Life Insurance and Annuity Corporation
		Institutionally Owned Life Insurance Separate Account
		c/o New York Life Investment Management LLC
		51 Madison Avenue
		New York, New York 10010

		Attention:	Fixed Income Investors Group
			Private Finance
			2nd Floor
			Fax #: (212) 447-4122

		with a copy sent electronically to:

		FIIGLibrary@nylim.com

		and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

		Attention:	Office of General Counsel
			Investment Section, Room 1104
			Fax #: (212) 576-8340




(4)	E-mail address for Electronic Delivery:

		FIIGLibrary@nylim.com

(5)	Address for delivery of Notes and closing documents:

		Michael Boyd
		New York Life Investment Management LLC
		51 Madison Avenue, Room 117M
		New York, NY 10010
		Tel: 212.576.6755

(6)	Tax ID: 13-3044743

Schedule A

INFORMATION RELATING TO PURCHASERS

					Principal Amount of
		Name and Address of Purchaser			Notes to be Purchased

		New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account			$500,000
		All payments by wire or intrabank transfer of immediately available funds to:
(1)
			Chase Manhattan Bank
			New York, New York 10019
			ABA No. 021-000-021
			Credit: NYLIAC SEPARATE BOLI 3-2
			General Account No. 323-9-56793

			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:

			New York Life Insurance and Annuity Corporation
			Institutionally Owned Life Insurance Separate Account
			c/o New York Life Investment Management LLC
			51 Madison Avenue
			New York, New York 10010-1603

			Attention:	Financial Management
				Securities Operations
				2nd Floor
				Fax #: (212) 447-4160

			with a copy sent electronically to:

			FIIGLibrary@nylim.com

Schedule A

(3)	All other communications:

		New York Life Insurance and Annuity Corporation
		Institutionally Owned Life Insurance Separate Account
		c/o New York Life Investment Management LLC
		51 Madison Avenue
		New York, New York 10010

		Attention:	Fixed Income Investors Group
			Private Finance
			2nd Floor
			Fax #: (212) 447-4122

		with a copy sent electronically to:

		FIIGLibrary@nylim.com

		and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

		Attention:	Office of General Counsel
			Investment Section, Room 1104
			Fax #: (212) 576-8340




(4)	E-mail address for Electronic Delivery:

		FIIGLibrary@nylim.com

(5)	Address for delivery of Notes and closing documents:

		Michael Boyd
		New York Life Investment Management LLC
		51 Madison Avenue, Room 117M
		New York, NY 10010
		Tel: 212.576.6755

(6)	Tax ID: 13-3044743

Schedule A

INFORMATION RELATING TO PURCHASERS

					Principal Amount of
		Name and Address of Purchaser			Notes to be Purchased

		New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account			$500,000
		All payments by wire or intrabank transfer of immediately available funds to:
(1)
			JPMorgan Chase Manhattan Bank
			New York, New York 10019
			ABA No. 021-000-021
			Credit: NYLIAC SEPARATE BOLI 3-2
			General Account No. 304-6-23970

			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:

			New York Life Insurance and Annuity Corporation
			Institutionally Owned Life Insurance Separate Account
			c/o New York Life Investment Management LLC
			51 Madison Avenue
			New York, New York 10010-1603

			Attention:	Financial Management
				Securities Operations
				2nd Floor
				Fax #: (212) 447-4160

			with a copy sent electronically to:

			FIIGLibrary@nylim.com

Schedule A

(3)	All other communications:

		New York Life Insurance and Annuity Corporation
		Institutionally Owned Life Insurance Separate Account
		c/o New York Life Investment Management LLC
		51 Madison Avenue
		New York, New York 10010

		Attention:	Fixed Income Investors Group
			Private Finance
			2nd Floor
			Fax #: (212) 447-4122

		with a copy sent electronically to:

		FIIGLibrary@nylim.com

		and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

		Attention:	Office of General Counsel
			Investment Section, Room 1104
			Fax #: (212) 576-8340




(4)	E-mail address for Electronic Delivery:

		FIIGLibrary@nylim.com

(5)	Address for delivery of Notes and closing documents:

		Michael Boyd
		New York Life Investment Management LLC
		51 Madison Avenue, Room 117M
		New York, NY 10010
		Tel: 212.576.6755

(6)	Tax ID: 13-3044743

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Metropolitan Life Life Insurance Company		$30,000,000


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

	Bank Name: ABA Routing #: Account No.: Account Name:	JPMorgan Chase Bank 021-000-021 002-2-410591 Metropolitan Life Insurance Company
	Ref:	J.B. Hunt Transport Services, Inc. 5.31% Bonds due March 29, 2011

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

	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.

Schedule A

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

	Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue 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 P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338

(3)	E-mail address for Electronic Delivery:

(4)	Address for delivery of Notes:

	Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Thomas J. Pasuit, Esq.

Schedule A

(5)	Forward (a) one copy of the legal bill; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to:

	Metropolitan Life Insurance Company Attention: Thomas J. Pasuit, Esq. 10 Park Avenue/P.O. Box 1902 Morristown, New Jersey 07962

	AND one set of copies of the principal documents, or, if possible, one CD-ROM, to:

	MetLife Attention: Mary Phillips 18210 Crane Nest Drive Tampa, Florida 07962 (813) 983-4564

(6)	Tax ID: 13-5581829

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	MetLife Investors Insurance Company		$15,000,000


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

	Bank Name: ABA Routing #: Account No.: Account Name:	JPMorgan Chase Bank 021-000-021 323-8-90911 MetLife Investors Insurance Company
	Ref:	J.B. Hunt Transport Services, Inc. 5.31% Bonds due March 29, 2011

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

	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.

Schedule A

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

	MetLife Investors Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue 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 Investors Insurance Company Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338

(3)	E-mail address for Electronic Delivery:

(4)	Address for delivery of Notes:

	MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Thomas J. Pasuit, Esq.

(5)	Tax ID: 43-1236042

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	ING USA Annuity and Life Insurance Company	$7,000,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	The Bank of New York BFN: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co., Acct. No. 136373 and 44565# AD3 or

	BFN: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co., Acct. No. 136373 and 44565# AD3

	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)	Address for all notices relating to payments:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Operations/Settlements Fax: (770) 690-4886

Schedule A

(3)	Address for all other communications and notices:

	ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, MN 55401-2121 Attn: Randy Williamson Phone: (612) 372-5290 Fax: (612) 372-5368

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

(4)	E-mail address for Electronic Delivery:

(5)	The address to send Notes to The Bank of New York is as follows:

	The Bank of New York One Wall Street Window A - 3rd Floor New York, NY 10286

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

	Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (ING USA — Acct. No. 136373).

(6)	Tax ID: 41-0991508

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	ING Life Insurance and Annuity Company	$8,500,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	The Bank of New York ABA#: 021000018 BFN: IOC 566 (for scheduled principal and interest payments) Attn: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. 216101 and 44565# AD3

	or

	BFN: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest) Attn: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. 216101 and 44565# AD3

	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)	Address for all notices relating to payments:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Operations/Settlements Fax: (770) 690-4886

Schedule A

(3)	Address for all other communications and notices:

	ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, MN 55401-2121 Attn: Randy Williamson Phone: (612) 372-5290 Fax: (612) 372-5368

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

(4)	E-mail address for Electronic Delivery:

(5)	The address to send Notes to The Bank of New York is as follows:

	The Bank of New York One Wall Street Window A - 3rd Floor New York, NY 10286

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

	Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (ALI — Acct. No. 216101).

(6)	Tax ID: 71-0294708

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Reliastar Life Insurance Company	$7,500,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	The Bank of New York BFN: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments) ABA#: 021000018 Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and 44565# AD3

	or

	BFN: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest) ABA#: 021000018 Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and 44565# AD3

	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)	Address for all notices relating to payments:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Operations/Settlements Fax: (770) 690-4886

Schedule A

(3)	Address for all other communications and notices:

	ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, MN 55401-2121 Attn: Randy Williamson Phone: (612) 372-5290 Fax: (612) 372-5368

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

(4)	E-mail address for Electronic Delivery:

(5)	The address to send Notes to The Bank of New York is as follows:

	The Bank of New York One Wall Street Window A - 3rd Floor New York, NY 10286

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

	Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (RLI — Acct. No. 187035).

(6)	Tax ID: 41-0451140

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Security Life of Denver Insurance Company	$7,000,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	The Bank of New York ABA#: 021000018 BFN: IOC 566 (for scheduled principal and interest payments) Attn: P&I Department Ref.: Security Life of Denver Insurance Company, Acct. No.178157 and 44565# AD3

	or

	BFN: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest) Attn: P&I Department Ref.: Security Life of Denver Insurance Company, Acct. No.178157 and 44565# AD3 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)	Address for all notices relating to payments:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Operations/Settlements Fax: (770) 690-4886

Schedule A

(3)	Address for all other communications and notices:

	ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, MN 55401-2121 Attn: Randy Williamson Phone: (612) 372-5290 Fax: (612) 372-5368

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

(4)	E-mail address for Electronic Delivery:

(5)	The address to send Notes to The Bank of New York is as follows:

	The Bank of New York One Wall Street Window A - 3rd Floor New York, NY 10286

	with copy to:

	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, GA 30327-4349 Attn: Private Placements Fax: (770) 690-5057

	Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (SLD — Acct. No. 178157).

(6)	Tax ID: 84-0499703

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	United of Omaha Life Insurance Company	$18,000,000

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

	JPMorgan Chase Bank ABA #021000021 Private Income Processing

	For credit to: United of Omaha Life Insurance Company Account # 900-9000200 a/c: G07097 Cusip/PPN: 44565# AD3 Interest Amount: Principal Amount:

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

(2)	Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications:

	JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attn: Income Processing — G. Ruiz a/c: G07097

(3)	Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

	4 - Investment Accounting United of Omaha Life Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011

Schedule A

(4)	E-mail addresses for Electronic Delivery:

	curt.caldwell@mutualofomaha.com
	troy.gerhardt@mutualofomaha.com

(5)	Address for delivery of Notes:
	JPMorgan Chase Bank 4 New York Plaza Ground Floor Receive Window NY, NY 10041 Account # G07097

	**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned to the sender.


(6)	Tax ID: 47-0322111

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Companion Life Insurance Company	$2,000,000

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

	JPMorgan Chase Bank ABA #021000021 Private Income Processing

	For credit to: Companion Life Insurance Company Account # 900-9000200 a/c: G07903 Cusip/PPN: 44565# AD3 Interest Amount: Principal Amount:

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

(2)	Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications:

	JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attn: Income Processing — G. Ruiz a/c: G07903

(3)	Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

	4 - Investment Accounting United of Omaha Life Insurance Company Mutual of Omaha Plaza Omaha, NE 68175-1011

Schedule A

(4)	E-mail addresses for Electronic Delivery:

	curt.caldwell@mutualofomaha.com
	troy.gerhardt@mutualofomaha.com


(5)	Address for delivery of Notes:

	JPMorgan Chase Bank 4 New York Plaza Ground Floor Receive Window NY, NY 10041 Account # G07903

	**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned to the sender.


(6)	Tax ID: 13-1595128

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	State Farm Life Insurance Company		$19,000,000

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

	JPMorganChase ABA# Attn: A/C# For further credit to:	021000021 SSG Private Income Processing 900 9 000200 State Farm Life Insurance Company Custody Account # G06893
	RE:	PPN #: <to come> Rate: 5.31% Maturity Date: 3/29/11

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

(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

(3)	Send written confirmations of such wire transfers to:

	State Farm Life Insurance Company Investment Accounting Dept. D-3 One State Farm Plaza Bloomington, IL 61710

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

	JPMorganChase 4 New York Plaza Ground Floor Receive Window New York, NY 10041 Account: G06893

Schedule A

(5)	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 Larry Rottunda, Investment Counsel

(6)	Tax ID: 37-0533090

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	State Farm Life and Accident Insurance Company		$1,000,000

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

	JPMorganChase ABA# Attn: A/C# For further credit to:	021000021 SSG Private Income Processing 900 9 000200 State Farm Life Insurance Company Custody Account # G06895
	RE:	PPN #: <to come> Rate: 5.31% Maturity Date: 3/29/11

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

(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

(3)	Send written confirmations of such wire transfers to:

	State Farm Life Insurance Company Investment Accounting Dept. D-3 One State Farm Plaza Bloomington, IL 61710

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

	JPMorganChase 4 New York Plaza Ground Floor Receive Window New York, NY 10041 Account: G06893

Schedule A

(5)	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 Larry Rottunda, Investment Counsel

(6)	Tax ID: 37-0805091

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Bankers Life and Casualty Company	$6,000,000

	REGISTER NOTES IN NAME OF: HARE & CO.

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

	The Bank of New York ABA # 021000018 BNF: IOC566 Attn: P&I Department (Purisima Teylan) Ref: Bankers Life and Casualty Co., A/C# 0000014814, CUSIP

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

(2)	Original notes and one copy of closing documents should be sent to:

	John K. Nasser, FLMI Senior Manager, Investment Operations 40\|86 Advisors, Inc. 535 N. College Drive Carmel, IN 46032 Tel: (317) 817-6069/ Fax: x 2589 john.nasser@4086.com

(3)	Tax ID: 36-0770740

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Conseco Life Insurance Company	$2,000,000

	REGISTER NOTES IN NAME OF: HARE & CO.

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

	The Bank of New York ABA # 021000018 BNF: IOC566 Attn: P&I Department (Purisima Teylan) Ref: Conseco Life Insurance Co., A/C# 00000232471, CUSIP

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

(2)	Original notes and one copy of closing documents should be sent to:

	John K. Nasser, FLMI Senior Manager, Investment Operations 40\|86 Advisors, Inc. 535 N. College Drive Carmel, IN 46032 Tel: (317) 817-6069/ Fax: x 2589 john.nasser@4086.com

(3)	Tax ID: 04-2299444

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	Washington National Insurance Company	$2,000,000

	REGISTER NOTES IN NAME OF: HARE & CO.

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

	The Bank of New York ABA # 021000018 BNF: IOC566 Attn: P&I Department (Purisima Teylan) Ref: Washington National Life Insurance Co., A/C# 0000379363, CUSIP

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

(2)	Original notes and 1 copy of closing documents should be sent to:

	John K. Nasser, FLMI Senior Manager, Investment Operations 40\|86 Advisors, Inc. 535 N. College Drive Carmel, IN 46032 Tel: (317) 817-6069/ Fax: x 2589 john.nasser@4086.com

(3)	Tax ID: 36-1933760

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
		$5,000,000
	Hartford Life Insurance Company	$5,000,000

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

	JP Morgan Chase 4 New York Plaza New York, New York 10004 Bank ABA No. 021000021 Chase NYC/Cust A/C # 900-9-000200 for F/C/T G06641-CRC Attn: Bond Interest/Principal — J.B. Hunt Transport Services, Inc. 5.31% Senior Notes due March 29, 2011 PPN: Prin: Int:

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

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

	Hartford Investment Management Company c/o Portfolio Support Regular Mailing Address P.O. Box 1744 Hartford, CT 06144-1744 Overnight Mailing Address 55 Farmington Avenue Hartford, Connecticut 06105 Telefacsimile: (860) 297-8875/8876

Schedule A

(3)	All other communications::

	Hartford Investment Management Company c/o Investment Department — Private Placements Regular Mailing Address P.O. Box 1744 Hartford, CT 06144-1744 Overnight Mailing Address 55 Farmington Avenue Hartford, Connecticut 06105 Telefacsimile: (860) 297-8884

(4)	E-mail address for Electronic Delivery:

	mpoznar@himco.com

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

	Address for delivery of Notes: JP Morgan Chase 4 New York Plaza New York, New York 10004 Attn: John Bouquet Phy/Rec — 11th Floor Phone: 212-623-2840 Custody Account Number: G06641-CRC must appear on outside of envelope

(6)	Tax ID: 06-0974148

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	The State Life Insurance Company		$5,000,000

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

	Bank Name: ABA Routing Credit Account No.:#: Account Name: FFC Custody #: Custody Name: Ref:	Bank of New York 021000018 GLA111566 Institutional Custody Insurance Division 343761 The State Life Insurance Co. 44565# AD3

	Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the bond and the payment date

(2)	All post-closing notices and communications:

	American United Life Insurance Company Attn: Mike Bullock, Securities Dept. One American Square Post Office Box 368 Indianapolis, IN 46206

(3)	Original notes delivered to:

	Bank of New York Attn: Arnold Musella, free receive Trust Securities One Wall Street, 3rd Floor Window A The State Life Insurance Company. c/o American United Life Insurance Company, #343761 New York, NY 10286

(4)	E-mail address for Electronic Delivery:

	Tonya.Snyder@oneamerica.com

(5)	Tax ID: 35-0684263

Schedule A

INFORMATION RELATING TO PURCHASERS

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

	American United Life Insurance Company		$5,000,000

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

	Bank Name: ABA Routing Credit Account No.:#: Account Name: FFC Custody #: Custody Name: Ref:	Bank of New York 021000018 GLA111566 Institutional Custody Insurance Division 186683 The State Life Insurance Co. 44565# AD3

	Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the bond and the payment date

(2)	All post-closing notices and communications:

	American United Life Insurance Company Attn: Mike Bullock, Securities Dept. One American Square Post Office Box 368 Indianapolis, IN 46206

(3)	Original notes delivered to:

	Bank of New York Attn: Arnold Musella, free receive Trust Securities One Wall Street, 3rd Floor Window A American United Life Insurance Company, #186683 New York, NY 10286

(4)	E-mail address for Electronic Delivery:

	Tonya.Snyder@oneamerica.com

(5)	Tax ID: 35-0145825

Schedule A

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:

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

“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.

“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

Schedule B

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.

“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.

Schedule B

“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 quarter 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

Schedule B

“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,

Schedule B

“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.

“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.

Schedule B

“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 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;

Schedule B

(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 1.1.

“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, transferees or (or of interests in) receivables and other rights to payment in all Securitized Receivables Transactions would at any time not exceed $300,000,000.

“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 secured by Liens not otherwise permitted by Sections 10.4(a)

Schedule B

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 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.

Schedule B

“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.

“Source” is defined in Section 6.2.

“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.

“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 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).

Schedule B

“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.

Schedule B

SCHEDULE 5.3

DISCLOSURE

None.

Schedule 5.3

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.

Schedule 5.4

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 21.42% of outstanding JBHT stock
807 W. Bowen Boulevard		as of December 31, 2006.
Fayetteville, AR 72701

Schedule 5.4

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

Schedule 5.5

SCHEDULE 5.8

LITIGATION

None.

Schedule 5.8

SCHEDULE 5.14

USE OF PROCEEDS

Refinance existing indebtedness of the Company, for the acquisition of equipment and for general corporate purposes.

Schedule 5.14

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.

$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.

$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.

Schedule 5.15

SCHEDULE 10.4

LIENS

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

Schedule 10.4

SCHEDULE 10.5

SUBSIDIARY INDEBTEDNESS

Schedule 10.5

EXHIBIT 1.1

[FORM OF SENIOR NOTE]

J.B. HUNT TRANSPORT, INC.

5.31% Senior Note due March 29, 2011

No. R-[__]		[Date]
$[_______]		PPN: 44565# AD3

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 March 29, 2011, 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 5.31% per annum from the date hereof, payable semiannually, on March 29 and September 29 in each year, commencing with the March 29 or September 29 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) 7.31% 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 Note Purchase Agreement dated as of March 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.

Exhibit 1.1

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.

This Note 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:

Exhibit 1.1

EXHIBIT 1.2

PARENT GUARANTY

THIS GUARANTY (this “Guaranty”) dated as of March 29, 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 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 Note Purchase Agreement dated as of March 15, 2007 (the 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 provides for the issuance by the Company of $200,000,000 aggregate principal amount of Notes (as defined in the Note Purchase Agreement);

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, if any, and interest on, 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

Exhibit 1.2

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;

Exhibit 1.2

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.

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

Exhibit 1.2

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 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

Exhibit 1.2

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, 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.

Exhibit 1.2

J.B. HUNT TRANSPORT, INC.

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

Exhibit 1.2

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:
	Title:

Exhibit 1.2

EXHIBIT 4.4(a)

FORM OF OPINION OF COUNSEL
FOR THE COMPANY

The opinion of Wright, Lindsey & Jennings LLP, 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 Note Purchase 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 Note Purchase Agreement and to execute, deliver and perform the Parent Guaranty.

3. The Note Purchase 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 Note Purchase 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 Note Purchase 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 Note Purchase Agreement, the offering, sale and delivery of the Notes and delivery of the Parent Guaranty do not require the

Exhibit 4.4(a)

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, declaration, registration and/or qualification with, any Governmental Authority is necessary or required in connection with the execution, delivery and performance by the Company of the Note Purchase Agreement or the offering, issuance and sale by the Company of the Notes, and no authorization, approval or consent of, and no designation, filing, 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 Note Purchase Agreement by the Company and the execution and delivery of the Note Purchase 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 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 Note Purchase 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 Wright, Lindsey & Jennings LLP 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 appropriate certificates of public officials and officers of the Company and with respect to matters governed by the laws of

Exhibit 4.4(a)

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.

Exhibit 4.4(a)

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 Wright, Lindsey & Jennings LLP 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 Wright, Lindsey & Jennings LLP 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 4.4(b)

EXHIBIT 9.7

SUBSIDIARY GUARANTY

THIS GUARANTY (this “Guaranty”) dated as of [ ], 2007 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 Note Purchase Agreement dated as of March 15, 2007 (the 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 provides for the issuance by the Company of $200,000,000 aggregate principal amount of Notes (as defined in the Note Purchase Agreement);

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, and interest on, 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

Exhibit 9.7

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:

(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;

Exhibit 9.7

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;

(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;

(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

Exhibit 9.7

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.

Exhibit 9.7

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, 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

Exhibit 9.7

(regardless of whether such enforceability is considered in a proceeding in equity or at law);

(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.

Exhibit 9.7

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, 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

Exhibit 9.7

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 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.

Exhibit 9.7

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:

Exhibit 9.7

FORM OF JOINDER TO SUBSIDIARY GUARANTY

The undersigned (the “Guarantor”), joins in the Subsidiary Guaranty dated as of [ ], 2007 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;

Exhibit 9.7

(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:

Exhibit 9.7

EX-10.2 3 a07-9495_1ex10d2.htm EX-10.2

Exhibit 10.2

EXECUTION VERSION

Published CUSIP Number:

$250,000,000

SENIOR REVOLVING CREDIT FACILITY AGREEMENT

dated as of March 29, 2007

J.B. HUNT TRANSPORT, INC.,
as Borrower,

J.B. HUNT TRANSPORT SERVICES, INC.,
as Parent,

with

VARIOUS COMMERCIAL BANKING INSTITUTIONS
as the Banks,

SUNTRUST BANK

LASALLE BANK NATIONAL ASSOCIATION

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

Arranged by:

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS AND INTERPRETATION	1

1.1	Definitions	1

1.2	Interpretation	17

ARTICLE II	COMMITTED LOANS	18

2.1	Commitments	18

2.2	Types of Committed Loans	18

2.3	Borrowing, Conversion and Continuation Procedures with Respect to Committed Loans	19

2.4	Availability of Funds	20

2.5	Satisfaction of Conditions	20

2.6	Currency	20

2.7	Increase in Commitments	21

2.8	Extension of Commitment Termination Date	21

ARTICLE III	REPAYMENT OF LOANS; NOTES EVIDENCING LOANS; INTEREST	22

3.1	Repayment of Loans	22

3.2	Notes	22

3.3	Interest Rates	22

3.4	Interest Payment Dates	23

3.5	Setting and Notice of Rates	23

3.6	Computation of Interest	23

3.7	Limitation on Interest	23

ARTICLE IV	REDUCTION OR TERMINATION OF THE COMMITMENTS; PREPAYMENTS	25

4.1	Reduction or Termination of the Commitments	25

4.2	Voluntary Prepayments	25

ARTICLE V	OTHER CREDIT TERMS	26

5.1	Fees; Computation of Fees	26

5.2	Payments	26

5.3	Net Payments; Tax Exemptions	27

5.4	Application of Certain Payments	29

TABLE OF CONTENTS
(continued)

		Page

5.5	Offset	30

ARTICLE VI	COST PROTECTION PROVISIONS AND SPECIAL PROVISIONS FOR EURODOLLAR RATE LOANS	30

6.1	Cost Protection	30

6.2	Basis for Determining Interest Rate Inadequate or Unfair	32

6.3	Changes in Law Rendering Certain Eurodollar Rate Loans Unlawful	32

6.4	Funding Losses	32

6.5	Discretion of Banks as to Manner of Funding	33

6.6	Replacement of Certain Banks	33

6.7	Conclusiveness of Statements; Survival of Provisions	34

ARTICLE VII	REPRESENTATIONS AND WARRANTIES	34

7.1	Corporate Existence, Power, Authority, etc	34

7.2	No Violation, Breach, Default, Lien, etc	34

7.3	Legal Valid and Binding Obligations	35

7.4	Financial Statements	35

7.5	No Litigation; Material Contingent Liabilities	35

7.6	No Approvals, etc	35

7.7	Fire, Strike, Act of God, etc	36

7.8	Liens	36

7.9	Subsidiaries	36

7.10	ERISA	36

7.11	Investment Company	36

7.12	Margin Stock	37

7.13	Accurate Information	37

7.14	Taxes	37

7.15	Ownership of Properties, Licenses and Permits	37

7.16	Patents, Trademarks, etc	38

7.17	Environmental Matters	38

7.18	Compliance with Applicable Law	38

7.19	Solvency	38

TABLE OF CONTENTS
(continued)

		Page

ARTICLE VIII	AFFIRMATIVE COVENANTS	39

8.1	Information	39

8.2	Taxes	42

8.3	Existence	42

8.4	Inspection of Properties	42

8.5	Books and Records	42

8.6	Insurance	42

8.7	Compliance with Applicable Law	43

8.8	Maintenance of Property	43

8.9	Ownership of the Borrower	43

8.10	Use of Proceeds	43

8.10	Internal Control Events	43

ARTICLE IX	NEGATIVE COVENANTS	43

9.1	Negative Pledge	44

9.2	Investments	44

9.3	Publicly-Rated Indebtedness	44

9.4	Adjusted Debt to Cash Flow Ratio	44

9.5	Fixed Charge Coverage Ratio	44

9.6	Subsidiary Debt	44

9.7	Letters of Credit	44

9.8	Subordinated Indebtedness	44

9.9	Merger, Sale of Assets, etc	44

9.10	Limitation on Restrictions on Subsidiary Dividends and Other Distributions	45

9.11	No Conflicts	46

9.12	Nature of Business	46

9.13	Transactions with Affiliates	46

9.14	Margin Stock	46

ARTICLE X	CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT	46

10.1	Conditions Precedent to the Initial Extension of Credit	46

iii

TABLE OF CONTENTS
(continued)

		Page

ARTICLE XI	CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT	47

11.1	Conditions Precedent to All Extensions of Credit	47

11.2	Conditions Precedent for the Benefit of Banks	48

ARTICLE XII	EVENTS OF DEFAULT	48

12.1	Events of Default	48

12.2	Effect of Event of Default	50

ARTICLE XIII	THE ADMINISTRATIVE AGENT AND THE BANKS	51

13.1	Appointment and Powers of Administrative Agent	51

13.2	Non-Reliance by Banks	53

13.3	Indemnification of Agent-Related Persons	54

13.4	Excess Payments	54

13.5	Obligations Several	55

13.6	Successor Administrative Agent	55

13.7	Administrative Agent in Individual Capacity	56

13.8	Notice to Holder of Notes	56

13.9	Delegation of Duties	56

13.10	Funding Reliance	56

13.11	Administrative Agent May File Proofs of Claim	57

13.12	Arranger; Other Agents	58

ARTICLE XIV	MISCELLANEOUS	58

14.1	Amendments, Etc	58

14.2	Payment on Non-Business Days	59

14.3	Further Assurances	59

14.4	Notices, etc.	59

14.5	Costs, Expenses and Taxes	61

14.6	Indemnification	61

14.7	Severability of Provisions	62

14.8	Confirmations	62

14.9	Binding Effect; Assignment	62

14.10	Successors and Assigns	63

TABLE OF CONTENTS
(continued)

		Page

14.11	Execution in Counterparts	66

14.12	GOVERNING LAW	67

14.13	CHOICE OF FORUM; CONSENT TO SERVICE OF PROCESS AND JURISDICTION	67

14.14	WAIVER OF JURY TRIAL	67

14.15	Headings	68

14.16	ENTIRE AGREEMENT	68

14.17	USA PATRIOT Act Notice	68

14.18	Treatment of Certain Information; Confidentiality	68

14.19	No Advisory or Fiduciary Responsibility	68

SCHEDULES

SCHEDULE 1(a)	—	Banks’ Commitments
SCHEDULE 1(b)	—	Banks’ Addresses
SCHEDULE 2	—	Environmental Matters
SCHEDULE 3	—	Litigation and Contingent Liabilities
SCHEDULE 4	—	Liens
SCHEDULE 5	—	Subsidiaries
SCHEDULE 6	—	Pricing Matrix

EXHIBITS

Exhibit A	—	Note
Exhibit B	—	Extension of Credit Request
Exhibit C	—	Parent Guaranty
Exhibit D-1	—	Officer’s Certificate-Borrower
Exhibit D-2	—	Officer’s Certificate-Parent
Exhibit E	—	Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., counsel for the Borrower and the Parent
Exhibit F	—	Compliance Certificate
Exhibit G	—	Assignment and Assumption

SENIOR REVOLVING CREDIT FACILITY AGREEMENT

THIS SENIOR REVOLVING CREDIT FACILITY AGREEMENT dated as of March 29, 2007 (including the Exhibits and Schedules hereto, this “Agreement”) is by and among J.B. HUNT TRANSPORT, INC., a Georgia corporation (the “Borrower”), J.B. HUNT TRANSPORT SERVICES, INC., an Arkansas corporation (the “Parent”), 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., as Co-Syndication Agents (collectively the “Co-Syndication Agents”), 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”).

RECITALS:

WHEREAS, the Borrower has requested the Banks to make loans to the Borrower and the Banks have agreed to extend a revolving credit facility to the Borrower upon the terms and conditions in this Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto, intending legally to be bound hereby, do agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1 Definitions. As used in this Agreement, unless the context requires a different meaning, the following terms (whether or not underscored) have the meanings indicated:

“Administrative Agent” has the meaning assigned to that term in the introduction hereto.

“Affected Bank” means a Bank that notifies the Administrative Agent under Section 6.2(b) or Section 6.3 that it is so affected.

“Affiliate” of any Person means (a) any other Person who, directly or indirectly, controls or is controlled by or is under common control with such other Person or (b) in the case of the Parent, the Borrower or any of their respective Subsidiaries, any Person who is a director or officer of such Person or of any Person described in the foregoing clause (a). For purposes of this definition, “control” (and with correlative meaning “controlled” and “under common control”) of a Person shall mean (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 such Person, whether 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).

“Agent-Related Persons” means Bank of America and any successor agent arising under Section 13.2, together with their respective Affiliates (including, in the case of Bank of America,

the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Outstanding Loans” means, as at any date of determination thereof, the aggregate principal amount of all outstanding Committed Loans hereunder.

“Agreement” has the meaning assigned to that term in the introduction hereto.

“Applicable Law” with respect to any Person or matter means any law, rule, regulation, judgment, order, decree or other requirement having the force of law relating to such Person or matter and, where applicable, any interpretation thereof by any Governmental Authority having jurisdiction with respect thereto or charged with the administration or interpretation thereof.

“Arranger” means Banc of America Securities LLC.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit G.

“Bank Obligations” means all obligations of any Loan Party to the Administrative Agent or the Banks, or any of them, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, the Parent Guaranty or any other Loan Document.

“Bank of America” has the meaning assigned to that term in the introduction hereto.

“Banks” and “Bank” have the respective meanings assigned to those terms in the introduction hereto.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means any Committed Loan that bears interest at a rate determined by reference to the Base Rate.

“Base Rate Margin” means, at any time, the then applicable Base Rate Margin, determined as set forth in the Pricing Matrix.

“Borrower” has the meaning assigned to that term in the introduction hereto.

“Borrowing” means a borrowing by the Borrower from the Banks pursuant to Section 2.1.

“Borrowing Date” means the date on which a Borrowing is, or is to be, consummated, as the context requires.

“Business Day” means (a) in the case of a Business Day which relates to a Eurodollar Rate Loan, a day on which the requirements of clause (c) of this definition are met, and, in addition, dealings are carried on in the interbank eurodollar market and banks are open for business in London, (b) in the case of Base Rate Loans, a day on which the requirements of clause (c) of this definition are met and, in addition, banks are open for business in New York, and (c) in the case of a Business Day which relates to fees and for any other purpose under this Agreement, a day on which the Administrative Agent is open at its address specified on Schedule 1(b) or pursuant to the provisions of Section 14.4 for the purpose of conducting commercial banking business.

“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.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §9601 et seq.).

“Change of Control Event” means the earliest to occur of (a) the date of a public announcement that a Person or group of affiliated or associated Persons other than the current Persons who own 50% or more of the Voting Stock of the Parent (an “Acquiring Person”) has acquired, or has obtained the right to acquire, legal or beneficial ownership of 50% or more of the Voting Stock of the Parent, (b) the date an Acquiring Person acquires all or substantially all of the assets of the Parent (for purposes hereof, the term “Acquiring Person” shall not include the Parent, any of its Subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its Subsidiaries) and (c) the date on which a majority of the board of directors of the Borrower shall consist of Persons other than Continuing Directors (for purposes of this definition, “Continuing Director” means any member of the board of directors of the Parent on the date hereof and any other member of the board of directors of the Parent who shall be nominated or elected to succeed a Continuing Director by at least a majority of the Continuing Directors who are then members of the board of directors of the Parent).

“Code” means the Internal Revenue Code of 1986.

“Commitment”, when used with reference to any Bank at the time any determination thereof is to be made, means the amount of such Bank’s commitment hereunder to make a Loan, which, subject to Section 12.2, shall be the amount set forth opposite the name of such Bank on Schedule 1(a), as amended from time to time (or in an Assignment and Assumption), reduced by the amount of any permanent reduction(s) in such amount pursuant to this Agreement.

“Commitment Termination Date” means the earlier of (i) the later of (a) March 29, 2012 and (b) if the commitments are extended pursuant to Section 2.8, such extension of commitments as determined pursuant to such Section, and (ii) the date on which the Total Commitment shall be terminated pursuant to Section 4.1 or Section 12.2; provided, however, that, in each case, if such date is not a Business Day, the Commitment Termination Date shall be the next preceding Business Day.

“Committed Loans” has the meaning assigned to that term in Section 2.1.

“Compliance Certificate” means a compliance certificate, substantially in the form of Exhibit F, duly completed.

“Debt to Cash Flow Ratio” means the ratio, expressed as a percentage, of (a) Indebtedness of the Parent and its Subsidiaries to (b) Cash Flow for the four Fiscal Quarters ended on the measurement date.

“Default” means an Event of Default or an Unmatured Event of Default.

“Default Rate” has the meaning assigned to that term in Section 3.3.

“Disposition” has the meaning assigned to that term in Section 9.9(b).

“Dollars” and “$” mean lawful money of the United States of America.

“Effective Date” means March 29, 2007.

“Eligible Assignee” has the meaning assigned to that term in Section 14.10.

“Environmental Laws” means all statutes and ordinances of the United States and of each jurisdiction in which property of the Parent, the Borrower or any of their Subsidiaries is located and the jurisdictions in which the Parent, the Borrower or any of their Subsidiaries do business relating to the protection of human health or the environment, including CERCLA and RCRA, and all laws governing the generation, use, collection, treatment, storage, transportation, recovery, removal, discharge or disposal of Hazardous Materials, and the regulations adopted and publications promulgated pursuant thereto.

“Environmental Requirements” means all applicable present and future Environmental Laws and all rules, regulations, orders, decrees, permits, licenses, concessions, franchises, or other restrictions or requirements of any Governmental Authority relating to the protection of human health or the environment and all applicable judicial, regulatory, or administrative decrees, judgments, or orders relating to the protection of human health or the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Eurodollar Margin” means, at any time, the then applicable Eurodollar Margin, determined as set forth in the Pricing Matrix.

“Eurodollar Office” with respect to any Bank means the office, branch or affiliate of such Bank designated on Schedule 1(b) or such other office(s), branch(es) or affiliate(s) of such Bank (as designated from time to time by written notice from such Bank to the Borrower and the Administrative Agent) which shall be making or maintaining the Eurodollar Rate Loans of such Bank hereunder.

“Eurodollar Rate” means for any Loan Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Loan Period, for Dollar deposits (for delivery on the first day of such Loan Period) with a term equivalent to such Loan Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Loan Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Loan Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Loan Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Loan Period.

“Eurodollar Rate (Adjusted)” means, with respect to a particular Loan Period for any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate
(Adjusted)

Eurodollar Rate
1-Eurodollar Reserve Percentage

“Eurodollar Rate Loan” means any Committed Loan which bears interest at a rate determined by reference to the Eurodollar Rate (Adjusted).

“Eurodollar Reserve Percentage” means, for any day during any Loan Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Bank, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning assigned to that term in Section 12.1.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Taxes” has the meaning assigned to that term in the definition of the term “Taxes.”

“Exemption Agreement” has the meaning assigned to that term in Section 5.3(b).

“Exemption Representation” has the meaning assigned to that term in Section 5.3(c).

“Existing Revolving Credit Agreement” shall mean the Senior Revolving Credit Facility Agreement dated as of April 27, 2005 by and among the Parent, the various financial institutions that are party thereto and Bank of America, as administrative agent.

“Extension of Credit” means the making of a Loan.

“Extension of Credit Request” means a notice of (a) a Borrowing, (b) a conversion of Committed Loans from one Type of Loan to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.3, which, if in writing, shall be substantially in the form of Exhibit B.

“Facility Fee” means, at any time, the then applicable Facility Fee, determined as set forth in the Pricing Matrix.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means that certain letter agreement dated March 1, 2007 between the Borrower and the Administrative Agent, relating to the payment of fees to the Administrative Agent.

“First Anniversary” means the first anniversary of the Effective Date.

“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 Charge Coverage Ratio” means for each Fiscal Quarter the ratio of (a) Net Income for the four Fiscal Quarters then ended, after adding back, but only to the extent previously deducted in determining Net Income and without duplication, the sum for the four Fiscal Quarters then ended of (i) taxes on income of the Parent and its Subsidiaries, plus (ii) Interest Expense, plus (iii) Rentals, divided by (b) the sum for the four Fiscal Quarters then ended of (y) Interest Expense plus (z) Rentals.

“FRB” means the Board of Governors of the Federal Reserve System.

“Fund” has the meaning assigned to that term in Section 14.10.

“GAAP” means generally accepted accounting principles as in effect from time to time (except as otherwise provided in Section 1.2(a)) as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such other Persons who, shall be approved by a significant segment of the accounting profession and concurred in by the independent certified public accountants certifying any audited financial statements of the Borrower.

“Governmental Authority” means any government (or any political subdivision or jurisdiction thereof), court, bureau, agency or other governmental authority having jurisdiction over the Borrower or any Subsidiary, or any of its or their business, operations or properties.

“Granting Bank” has the meaning assigned to that term in Section 14.10.

“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 other 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 Materials” means materials defined as “hazardous substances,” “hazardous waste” or “hazardous constituents” or any similar term in (a) CERCLA, (b) RCRA or (c) any other Environmental Requirements.

“Highest Lawful Rate” has the meaning assigned to that term in Section 3.8(b).

“Impermissible Qualification” means, relative to any opinion by the Parent’s independent public accountants as to any financial statement of the Parent or any of its Subsidiaries, any qualification or exception to such opinion:

(a) which is of a “going concern” or a similar nature;

(b) which relates to the limited scope of examination of matters relevant to such financial statement (other than scope limitations included in the standard form of opinion utilized by such accountants);

(c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Parent to be in default of any of its obligations under Section 9.2 through Section 9.7; or

(d) with respect to the absence of any material misstatement in such financial statements.

“Indebtedness” with respect to any Person means, 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, (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%.

“Indemnified Liabilities” shall have the meaning assigned to that term in Section 14.6.

“Indemnitee” shall have the meaning assigned to that term in Section 14.6.

“Intangible Assets” of any Person means all licenses, franchises, patents, patent applications, trademarks, program rights, goodwill and research and development expense or other like intangibles shown on a balance sheet of such Person, as determined in accordance with GAAP.

“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.

“Internal Control Event” means, with respect to the Parent or any Subsidiary, a determination by management of the Parent or by the Parent’s Public Accountants (i) that a material weakness in internal controls over financial reporting, as described in PCAOB Auditing Standard No. 2, exists in the Parent’s or any of its Subsidiaries’ internal control over financial reporting, or (ii) a member of the senior management of the Parent or any of its Subsidiaries’ has committed an act of fraud of any magnitude.

“Investment” of any Person means any loan, advance, extension of credit, or capital contribution to, investment in, purchase or acquisition of any stock, notes, debt, obligations or securities of, or any other interest in, any Person.

“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.

“Loan Documents” means, collectively, this Agreement, the Notes, the Fee Letter and the Parent Guaranty.

“Loan Party” means the Borrower or the Parent.

“Loan Period” means, with respect to any Committed Loan, the period from the Borrowing Date for such Committed Loan and ending (a) on the Commitment Termination Date, in the case of a Base Rate Loan, and (b) one, two, three or six months (and if offered by all Banks, nine or twelve months) thereafter, in the case of a Eurodollar Rate Loan, as the Borrower shall specify in the related notice of Borrowing and Extension of Credit Request pursuant to Section 2.3; provided, however, that:

(i) if the Borrower does not specify any Loan Period for any Eurodollar Rate Loan in the related notice of Borrowing and Extension of Credit Request pursuant to Section 2.3, such Loan Period shall be the period starting on the Borrowing Date for such Eurodollar Rate Loan and ending one month thereafter;

(ii) if a Loan Period for any Eurodollar Rate Loan would otherwise end on a day which is not a Business Day, such Loan Period shall end on the next succeeding Business Day (unless such next succeeding Business Day is the first Business Day of a calendar month, in which case such Loan Period shall end on the next preceding Business Day);

(iii) no Loan Period may end later than the Commitment Termination Date, and if a Loan Period determined under clause (i) above, or otherwise, would end after the Commitment Termination Date, such Loan Period shall end on the Commitment Termination Date; and

(iv) in the case of a Loan Period for a Eurodollar Rate Loan, if there exists no day numerically corresponding to the Borrowing Date for such Loan in the month in which the last day of such Loan Period would otherwise fall, such Loan Period shall end on the last Business Day of such month.

“Loans” and “Loan” respectively mean (a) all loans made by the Banks or a single Bank (as the context requires) to the Borrower pursuant to Article II, and (b) a single such loan made by any Bank.

“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.

“Majority Banks” at the time any determination thereof is to be made and for any specific purpose means Banks having Percentages aggregating more than 50% of the Percentages of all Banks.

“Materially Adverse Effect” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) and after taking into account uncontested insurance coverage and effective uncontested indemnifications with respect to such occurrence, a materially adverse effect (a) on a consolidated basis for the Parent and its Subsidiaries or the Borrower and its Subsidiaries, as applicable, in accordance with GAAP, on the consolidated condition (financial or otherwise), business, assets, liabilities (actual or contingent), operations, properties or prospects of the Parent and its Subsidiaries or the Borrower and its Subsidiaries, as applicable; (b) on the ability of any Loan Party to perform any of its payment or other material obligations under this Agreement or any other Loan Document; or (c) upon the legality, validity, binding effect or enforceability against the Borrower or the Parent of any Loan Document.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized debt rating agency, or, if neither Moody’s Investor Service, Inc. nor any such successor shall be in the business of rating senior unsecured long-term debt, a nationally recognized debt rating agency headquartered in the United States of America jointly selected by the Administrative Agent and the Borrower; provided that if the Administrative Agent and the Borrower fail to agree upon any such selection within five (5) Business Days after notice by the Administrative Agent to the Borrower requesting its agreement with such a selection, such selection shall be made by the Administrative Agent.

“Multiemployer Plan” means any “multiemployer plan” (as that term is defined under Section 3(37) of ERISA) under which the Borrower, the Parent or any Related Person has contributed or with respect to which the Borrower, the Parent or such Related Person may have any liability.

“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):

(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 Borrower has a minority interest;

(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.

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

“Notes” and “Note” respectively mean (a) the promissory notes of the Borrower, substantially in the form of Exhibit A, duly completed, respectively evidencing Committed Loans made to the Borrower by the Banks, and (b) a single such promissory note.

“Notice Date” has the meaning assigned to that term in Section 6.1(c).

“Officer’s Certificate” means a certificate in the form of Exhibit D-1 or D-2 (appropriately completed), signed by the President, Vice President, Treasurer, Secretary or an Assistant Secretary of a Loan Party authorized to certify as to the matters therein set forth.

“Parent” has the meaning assigned to that term in the introduction hereto.

“Parent Guaranty” means that Guaranty substantially in the form of Exhibit C executed by the Parent in favor of the Banks, and delivered to the Administrative Agent.

“Participant” has the meaning assigned to that term in Section 14.10.

“PBGC” means the Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA or any successor thereto.

“Percentage” when used with reference to any Bank at the time any determination thereof is to be made means a fraction, expressed as a percentage, the numerator of which shall be the amount of such Bank’s Commitment then in effect and the denominator of which shall be the Total Commitment then in effect; provided that if the respective Commitments of the Banks, and the Total Commitment, have then been terminated, the numerator of such fraction shall be the principal amount of the Aggregate Outstanding Loans then owing to such Bank and the denominator of such fraction shall be the principal amount of the Aggregate Outstanding Loans then owing to all of the Banks.

“Permits” has the meaning assigned to such term in Section 8.7.

“Permitted Investments” means any one or more of the following:

(a) Investments, loans and advances by the Borrower, the Parent and their Subsidiaries in and to Subsidiaries, including any Investment in a corporation which, after giving effect to such Investment, will become a Subsidiary and loans and advances by a wholly-owned Subsidiary to the Borrower or the Parent;

(b) Investments, maturing in twelve months or less from the date of acquisition, in direct obligations of the United States of America, or any agency thereof;

(c) Investments in corporate debt obligations, maturing within twelve months or less from the date of acquisition, which (i) are issued by (x) any of the Banks or (y) corporations having substantially all of their assets located in the United States, and (ii) at the time of acquisition, are accorded a rating of A, or better, by S&P or A, or better, by Moody’s (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such agencies is then in the business of rating long-term corporate debt obligations);

(d) Investments in commercial paper which (i) is issued by (x) any of the Banks or (y) by corporations having substantially all of their assets located in the United States, (ii) matures in 270 days or less from the date of acquisition and, (iii) at the time of acquisition, is accorded a rating of A-1, or better, by S&P or P-1, or better, by Moody’s (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such agencies is then in the business of rating commercial paper);

(e) Investments in certificates of deposit, maturing within twelve months or less from the date of acquisition, (i) which are issued by (x) any of the Banks or (y) by other commercial banks located in the United States having capital, surplus and undivided profits aggregating more than $500,000,000, and (ii) the issuer of which, at the time of acquisition, is accorded a rating of A, or better, by S&P or A, or better, by Moody’s (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such agencies is then in the business of rating long-term unsecured corporate debt obligations) with respect to its outstanding unsecured long-term indebtedness;

(f) Investments in marketable obligations, maturing within twelve months or less from the date of acquisition, of any state, territory or possession of the United States of America or any political subdivision of any of the foregoing, or the District of

Columbia, which are, at the time of acquisition, accorded a rating of AA, or better, by S&P or Aa, or better, by Moody’s (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such agencies is then in the business of rating municipal obligations);

(g) Investments in Receivables arising in the ordinary course of business of the Borrower, the Parent and their Subsidiaries;

(h) Investments in Transplace, Inc. existing on the Effective Date;

(i) Investments in a Special Purpose Subsidiary in connection with a Permitted Securitization Receivables Transaction;

(j) other Investments (in addition to those permitted by the foregoing clauses (a) through (i)), provided that the aggregate amount of all such other Investments (calculated at the original book value or principal amount of such Investments, without regard to gain or loss, reduced only by the amount, if any, of cash distribution and principal repayments received with respect to such Investments), plus all Guaranties (without dulplication for multiple Guaranties of the same obligation) at any time held or made by the Borrower, the Parent and their Subsidiaries (other than the Parent Guaranty) shall not at any time exceed an amount equal to ten percent (10%) of Net Worth; and

(k) Investments in the following types of auction rate securities that bear a rating of “A” or higher by a nationally recognized credit rating agency: (a) auction rate preferred stocks eligible for the dividend received deduction (commonly called D.R.D. preferreds) for corporate holders and such security is issued by a domestic or foreign corporation, (b) auction rate preferred stocks issued by U.S. municipalities and the dividends paid on which are not taxable by the U.S. Federal government or state governments (commonly called tax-exempt preferreds) for the holder of the security, (c) auction rate preferred stocks issued by corporations based in the United Kingdom and whose income received is subject to the “US — UK Treaty on Double Taxation” (commonly called UK Preferreds) for the United States—based holder of the security, and (d) auction rate preferred debt and equity securities issued by domestic and foreign corporations and the dividends paid on which are fully taxable by both the U.S. Federal and state governments (commonly called taxable preferreds) for the holder of the security.

“Permitted Liens” of the Borrower, the Parent and their Subsidiaries means:

(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 (i) existing on any property of any corporation at the time it becomes a Subsidiary or existing prior to the time of acquisition upon any property acquired by the Borrower, the Parent or any of their Subsidiaries through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower, the Parent or such Subsidiary, or (ii) placed upon property at the time of its acquisition by the Borrower, the Parent or any of their Subsidiaries to secure a portion of the purchase price thereof; provided in the case of clauses (i) and (ii) that any such Lien shall not encumber any other property of the Borrower, the Parent or such Subsidiary;

(d) Liens on any property or assets of the Borrower, the Parent or any of their Subsidiaries existing on the date hereof as set forth on Schedule 4 and Liens, if any, which are the subject of a Securitized Receivables Transaction but only with respect to the Receivables sold;

(e) any Lien renewing, extending or replacing any Lien permitted by clause (d) above, 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 which is being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and

(h) Liens (not otherwise prohibited by this Agreement) on any property or assets of the Borrower or any Subsidiary acquired in each case after the Effective Date to secure Indebtedness under Capital Leases or Indebtedness incurred at the time of acquisition of any property to finance a portion of the purchase price thereof; provided that such Lien attaches only to such property.

“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, transferees or (or of interests in) receivables and other rights to payment in all Securitized Receivables Transactions would at any time not exceed $300,000,000.

“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 any plan described in Section 4021(a) of ERISA and not excluded pursuant to Section 4021(b) thereof, under which the Borrower or any Related Person to the Borrower has contributed or with respect to which the Borrower or such Related Person is liable.

“Platform” has the meaning assigned to that term in Section 8.1.

“Pricing Matrix” means the Pricing Matrix as set forth on Schedule 6.

“Pro Rata Distribution Event” has the meaning assigned to that term in Section 5.4(c).

“Process Agent” means CT Corporation System or any successor thereto.

“Public Accountant” has the meaning assigned to that term in Section 8.1(b)(i).

“Quarterly Payment Date” means the last Business Day of each March, June, September, and December of each year.

“RCRA” means the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq).

“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) and all rights, security and guaranties with respect to the foregoing and any collections with respect thereto.

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

“Recipient” has the meaning assigned to that term in Section 5.3.

“Recipient Taxes” has the meaning assigned to that term in Section 5.3(a).

“Register” shall have the meaning assigned to that term in Section 14.10.

“Regulation D” has the meaning assigned to that term in Section 6.1(a)(i).

“Related Person” with respect to any Person means any other Person which, together with such Person, is under common control as described in Section 414 of the Code.

“Rentals” means the aggregate fixed amounts payable by the Borrower, the Parent and their 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 year or more but does not include any amounts payable under any Capital Lease of property by the Borrower, the Parent or any of their Subsidiaries, as lessee.

“Reportable Event” means a “reportable event” described in Section 4043(b) of ERISA.

“Responsible Officer” means the President, the Chief Financial Officer or the Treasurer of the relevant Loan Party.

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

“S&P” means Standard and Poor’s Ratings Services or any successor thereto that is a nationally recognized debt rating agency, or, if neither Standard and Poor’s Ratings Services nor any such successor shall be in the business of rating senior unsecured long-term debt, a nationally recognized debt rating agency headquartered in the United States of America jointly selected by the Administrative Agent and the Borrower; provided that if the Administrative Agent and the Borrower fail to agree upon any such selection within five Business Days after notice by the Administrative Agent to the Borrower requesting its agreement with such a selection, such selection shall be made by the Administrative Agent.

“Sale-Leaseback Transaction” means any arrangement whereby the Borrower, the Parent or any of their Subsidiaries shall sell, transfer or otherwise dispose of any of its property which it has owned and occupied (in the case of real property) or owned (in the case of property other than real property), and then or thereafter rent or lease, as lessee, such property or any part thereof (except any such arrangements pursuant to which one or more Subsidiaries shall sell, transfer or otherwise dispose of such property to the Borrower or the Parent and thereafter lease such property from the Borrower or the Parent, respectively).

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Securitized Receivables Transaction” means a sale, transfer, conveyance, lease, or assignment by Borrower, the Parent and their Subsidiaries of Receivables of the Borrower, the Parent or any of their Subsidiaries created after the Effective Date, in connection with any one or more transactions involving the securitization of such Receivables.

“Senior Indebtedness” means, at any time, the Indebtedness of the Borrower, the Parent and their Subsidiaries which is not Subordinated Indebtedness, including any recourse liability of the Borrower or the Parent resulting from a Securitized Receivables Transaction.

“SPC” has the meaning assigned to that term in Section 14.10.

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

“Subordinated Indebtedness” means all unsecured Indebtedness of the Borrower or the Parent which is made subordinate and junior in right of payment to the Bank Obligations of the Borrower or the Parent, as applicable, by the inclusion in the instrument evidencing or creating such Indebtedness or the indenture or other instrument under which such Indebtedness is issued of subordination provisions and terms acceptable to the Administrative Agent and the Majority Banks.

“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 Borrower, by the Parent, and one or more other Subsidiaries, or by one or more other Subsidiaries.

“Taxes” with respect to any Person means taxes, assessments and other governmental charges or levies imposed upon such Person, its income or any of its properties, franchises or assets (excluding, in the case of payments made to any Bank or the Administrative Agent, taxes imposed upon its overall net income and franchise taxes imposed upon it by the jurisdiction under the laws of which such Bank or Administrative Agent, as the case may be, is organized or any political subdivision thereof and franchise taxes imposed upon it by the jurisdiction in which such Bank’s or Administrative Agent’s lending office is located or any political subdivision thereof, all such Taxes being “Excluded Taxes”).

“Total Commitment” at the time any determination thereof is to be made means the sum of the then Commitments of the Banks.

“Type of Loan” has the meaning assigned to that term in Section 2.2.

“Unfunded Vested Liability” means, relative to any Plan, including any Multiemployer Plan, at any time, the excess (if any) of (a) the present value of all vested nonforfeitable benefits under such Plan or such Multiemployer Plan, as the case may be, over (b) the fair market value of all Plan assets or Multiemployer Plan assets, as the case may be, allocable to such benefits, all determined as of the then most recent valuation date for such Plan or such Multiemployer Plan, as the case may be, but only to the extent that such excess represents a potential liability of any Loan Party to the PBGC, such Plan or such Multiemployer Plan tinder Title IV of ERISA.

“Unmatured Event of Default” means an event, act or occurrence that, with the giving of notice or the lapse of time (or both), would become an Event of Default.

“US Person” means any citizen, national or resident of the United States, any corporation or other entity created or organized in or under the laws of the United States or any political subdivision thereof or any estate or trust, in each case that is subject to United States Federal income taxation regardless of the source of its income.

“Utilization Fee” has the meaning assigned to that term in Section 5.1(c).

“Voting Stock” shall mean, 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).

“Welfare Plan” means a “welfare plan,” as such term is defined in Section 3(1) of ERISA.

1.2 Interpretation. In this Agreement and each other Loan Document, unless a clear contrary intention appears:

(a) accounting terms used but not defined herein shall be construed in accordance with GAAP, and whenever the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for purposes hereof, such determination or computation shall be made in accordance with GAAP; provided that such determinations and computations with respect to financial covenants and ratios hereunder shall be made in accordance with GAAP as applied to statements dated December 31, 2006;

(b) the singular number includes the plural number and vice versa;

(c) reference to any Person includes such Person’s successors and assigns unless such successors and assigns are not permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(d) reference to any gender includes the other gender;

(e) reference to any agreement (including this Agreement and the Schedules and Exhibits hereto), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof and reference to any promissory note includes any promissory note which is an extension or renewal thereof or in substitution or replacement therefor;

(f) reference to any Applicable Law means such Applicable Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder;

(g) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit in this Agreement or any other Loan Document means such Article or Section hereof or of such other Loan Document, as the case may be, or such Schedule or Exhibit hereto or to such other Loan Document, as the case may be;

(h) “hereunder,”‘ “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement or to such other Loan Document, as the case may be, as a whole and not to any particular Article, Section or other provision hereof or thereof;

(i) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

(j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding.”

ARTICLE II
COMMITTED LOANS

2.1 Commitments. Each Bank, severally and for itself alone, on the terms and subject to the conditions hereinafter set forth, hereby agrees to make loans (the “Committed Loans”) to the Borrower on a revolving basis from time to time on or after the date hereof and prior to the Commitment Termination Date in an aggregate principal amount at any one time outstanding not to exceed such Bank’s Commitment. The aggregate principal amount of Committed Loans which the Banks shall be committed to make to the Borrower on any day shall not exceed an amount which, when added (without duplication) to the Aggregate Outstanding Loans on such day (after giving effect to the incurrence or repayment of any outstanding Loans on such day), would exceed the Total Commitment. Within the foregoing limit, and subject to the terms and conditions hereinafter set forth, the Borrower may borrow pursuant to this Section 2.1, repay pursuant to Section 3.1, prepay pursuant to Section 4.2, Section 6.3(c), or Section 6.6, and reborrow in accordance with this Section 2.1.

2.2 Types of Committed Loans. Each Committed Loan shall be either a Base Rate Loan or a Eurodollar Rate Loan (each being herein called a “Type of Loan”), as the Borrower shall specify in the related notice of Borrowing pursuant to Section 2.3.

2.3 Borrowing, Conversion and Continuation Procedures with Respect to Committed Loans.

(a) Each Borrowing, each conversion of Committed Loans from one Type of Loan to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 10:30 a.m., Chicago time (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.3(a) must be confirmed promptly by delivery to the Administrative Agent of a written Extension of Credit Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Extension of Credit Request (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Committed Loans from one Type of Loan to the other, or a continuation of Eurodollar Rate Loans,

(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Loan Period with respect thereto. If the Borrower fails to specify a Type of Loan in an Extension of Credit Request or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Loan Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Extension of Credit Request, but fails to specify a Loan Period, it will be deemed to have specified a Loan Period of one month.

(b) Following receipt of an Extension of Credit Request, the Administrative Agent shall promptly notify each Bank of the amount of its Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Bank of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Bank shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon, Chicago time, on the Business Day specified in the applicable Extension of Credit Request. Upon satisfaction of the applicable conditions set forth in Article XI (and, if such Borrowing is the initial Credit Extension, Article X), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of a Loan Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Majority Banks.

(d) The Administrative Agent shall promptly notify the Borrower and the Banks of the interest rate applicable to any Loan Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Banks of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type of Loan to the other, and all continuations of Committed Loans as the same Type of Loan, there shall not be more than ten Loan Periods in effect with respect to Committed Loans.

2.4 Availability of Funds. Unless the Borrower or a Bank, as the case may be, notifies the Administrative Agent by 11:00 a.m., Chicago time, on a date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Bank, the proceeds of a Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Banks, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Bank or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available, together with interest thereon, in respect of such day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of repayment by a Bank, the Federal Funds Rate for such day or (ii) in the case of repayment by the Borrower, the applicable interest rate otherwise payable by the Borrower in respect of such Loan.

2.5 Satisfaction of Conditions. Unless the Administrative Agent shall have been notified by a Bank on or prior to the Borrowing Date of any Loan to be made by such Bank (and before the Administrative Agent has disbursed such Loan in accordance with Section 2.3 hereof) that such Bank has determined that the Borrower has failed to meet the conditions specified in Article X (in the case of the initial Extension of Credit) or Article XI with respect to the relevant Borrowing, the Administrative Agent may rely (unless the Administrative Agent has actual knowledge to the contrary) upon the certification of the Borrower, with respect to the fulfillment of such conditions precedent, contained in the applicable Extension of Credit Request.

2.6 Currency. All Loans shall be denominated in Dollars.

2.7 Increase in Commitments.

(a) Request for Increase. Provided there exists no Default and there has not previously been any reduction of the Total Commitment by the Borrower in accordance with Section 4.1 hereof, upon notice to the Administrative Agent (which shall promptly notify the Banks), the Borrower may from time to time, request an increase in the Total Commitment by an amount (for all such requests) not exceeding $100,000,000; provided that any such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Banks).

(b) Bank Elections to Increase. Each Bank shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment from the Increase Effective Date until the Commitment Termination Date and, if so, whether by an amount equal to, greater than, or less than its Percentage of such requested increase. Any Bank not responding within such time period shall be deemed to have declined to increase its Commitment.

(c) Notification by Administrative Agent; Additional Banks. The Administrative Agent shall notify the Borrower and each Bank of the Banks’ responses to each request made hereunder. Thereafter, in order to achieve the full amount of a requested increase following each Bank’s determination of whether to increase its Commitment, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Banks pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Banks of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.7, the representations and warranties contained in Section 7.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), of Section 8.1, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 6.4 together with all accrued interest, fees and other amounts owing hereunder with respect to such prepaid amount) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Percentages arising from any nonratable increase in the Commitments under this Section.

(f) Conflicting Provisions. This Section shall supersede any provisions in Sections 5.4 or 14.1 to the contrary.

2.8 Extension of Commitment Termination Date.

(a) Requests for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Banks) not earlier than 45 days and not later than 35 days prior to the First Anniversary, request that each Bank extend such Bank’s Commitment Termination Date for an additional one year from the Commitment Termination Date then in effect (the “Existing Commitment Termination Date”).

(b) Bank Elections to Extend. Each Bank, acting in its sole and individual discretion, shall, by notice to the Administrative Agent (with a copy of such notice to the

Borrower) given not later than the date (the “Notice Date”) that is 20 days prior to the First Anniversary, advise the Administrative Agent whether or not such Bank agrees to such extension (and each Bank that determines not to so extend its Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Bank that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree.

(c) Notification by Administrative Agent. The Administrative Agent shall notify the Borrower of each Bank’s determination under this Section no later than the date 15 days prior to the First Anniversary (or, if such date is not a Business Day, on the next preceding Business Day).

(d) Additional Commitment Banks. The Borrower shall have the right to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Bank”) as provided in Section 6.6, provided that each of such Additional Commitment Banks shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date).

(e) Minimum Extension Requirement. If (and only if) the total of the Commitments of the Banks that have agreed so to extend their Commitment Termination Date (each, an “Extending Bank”) and the additional Commitments of the Additional Commitment Banks shall be more than fifty percent (50%) of the aggregate amount of the Commitments in effect immediately prior to the First Anniversary, then, effective as of the First Anniversary, the Commitment Termination Date of each Extending Bank and of each Additional Commitment Bank shall be extended to the date falling one year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a “Bank” for all purposes of this Agreement.

(f) Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the First Anniversary (in sufficient copies for each Extending Bank and each Additional Commitment Bank) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower and the Parent, certifying that, before and after giving effect to such extension (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the First Anniversary, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.8,

the representations and warranties contained in Section 7.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 8.1, and (B) no Default exists. In addition, on the Commitment Termination Date of each Non-Extending Bank, the Borrower shall prepay all Committed Loans owing to such Non-Extending Banks outstanding on such date, and further prepay any Committed Loans then outstanding (and with each prepayment referred in this sentence pay any additional amounts required pursuant to Section 6.4) to the extent necessary to keep outstanding Committed Loans ratable with any revised pro rata shares of the respective Banks effective as of such date.

(g) Conflicting Provisions. This Section shall supersede any provisions in Sections 5.4 or 14.1 to the contrary.

ARTICLE III
REPAYMENT OF LOANS; NOTES EVIDENCING LOANS; INTEREST

3.1 Repayment of Loans. The Borrower hereby promises to pay the unpaid principal amount of its Loan(s) on the last day of the Loan Period for each such Loan, which repayment may be made from the proceeds of a new Borrowing if then permitted hereunder, and on the Commitment Termination Date.

3.2 Notes.

(a) The Committed Loans of each Bank shall be evidenced by a Note in the principal amount of the original Commitment of such Bank.

(b) Each Bank shall record in its records, or at its option on the schedule attached to its applicable Note, the date and amount of each Loan made by such Bank hereunder, each repayment or prepayment thereof, and the dates on which the Loan Period for such Loan shall begin and end. Prior to any transfer or assignment of any of its Notes, each Bank shall record on the schedule attached thereto the then outstanding principal amount thereof and the date through which interest has been paid. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Note. The failure to so record or any error in so recording any such amount on such schedule shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under any Note to repay the outstanding principal amount of its Loans, together with all interest accruing thereon, nor shall such failure or error affect the Borrower’s obligations under any other Loan Document.

3.3 Interest Rates. The Borrower hereby promises to pay interest calculated in Dollars on the unpaid principal amount of each Loan of each Bank for the period from the Borrowing Date for such Loan to the date such Loan is paid in full, as follows:

(a) if such Loan is a Base Rate Loan, interest at a rate per annum equal to the Base Rate from time to time in effect plus the applicable Base Rate Margin per annum for each day during such period; and

(b) if such Loan is a Eurodollar Rate Loan, interest at a rate per annum equal to the Eurodollar Rate (Adjusted) applicable to the Loan Period therefor plus the applicable Eurodollar Margin per annum for each day during such period;

provided that in the event that the principal of any Loan is not paid when due (whether by acceleration or otherwise), such unpaid principal amount of such Loan shall bear interest, at the option of the Majority Banks, after the due date of such principal amount until such amount is paid in full, at a rate per annum (the “Default Rate”) equal to two percent (2%) plus the interest rate then applicable to such Loan from time to time in effect but in no event less than the rate per annum as in effect at such due date.

3.4 Interest Payment Dates. Accrued interest on each Base Rate Loan shall be paid on each Quarterly Payment Date and at maturity (whether by acceleration or otherwise), and accrued interest on each Loan other than Base Rate Loans shall be payable on the last day of the Loan Period for such Loan and at maturity (whether by acceleration or otherwise); provided that if such Loan Period exceeds three (3) months, such accrued interest shall be payable on the date in each third succeeding calendar month numerically corresponding to the commencement date of such Loan Period, or, if there exists no date numerically corresponding to the commencement date of such Loan Period in any such third succeeding month, such accrued interest shall be payable on the last Business Day of such third succeeding month, and after maturity, whether by acceleration or otherwise, accrued interest on all matured Loans shall be payable on demand.

3.5 Setting and Notice of Rates.

(a) The applicable interest rate for or during each Loan Period for any Committed Loan shall be determined by the Administrative Agent, which shall promptly advise the Borrower and each Bank thereof. The interest rate determination by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.

(b) The Administrative Agent shall, upon written request of the Borrower or any Bank, deliver to the Borrower or such Bank, as the case may be, a statement showing the computations used by the Administrative Agent in determining the interest rate applicable to any Eurodollar Rate Loan.

3.6 Computation of Interest. Interest on each Loan other than Base Rate Loans shall be computed for the actual number of days elapsed on the basis of a 360-day year. Interest on each Base Rate Loan shall be computed for the actual number of days elapsed on the basis of a 365- or 366-day year, as appropriate, when the Base Rate is determined by the prime rate, and on the basis of a 360-day year when the Base Rate is determined by the Federal Funds Rate. In computing interest on each Loan, the Borrowing Date for such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the Borrowing Date for such Loan, such day shall nevertheless be included in computing interest on such Loan.

3.7 Limitation on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to each Bank under this Agreement and the other Loan Documents shall be subject

to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Bank limiting rates of interest which may be charged or collected by such Bank. Accordingly, if the transactions contemplated hereby would be usurious under any Applicable Law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to any Bank, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows:

(a) the following provisions of this Section shall govern and control;

(b) with respect to the Borrower, the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or received under this Agreement, or under any of the other Loan Documents or otherwise in connection herewith or therewith, by such Bank shall under no circumstances exceed the maximum amount of interest allowed by such Applicable Law (such maximum lawful interest rate, if any, with respect to such Bank herein called the “Highest Lawful Rate”), and any excess shall be credited to the Borrower by such Bank (or, if such consideration shall have been finally paid in full, such excess refunded to the Borrower);

(c) all sums paid, or agreed to be paid, to such Bank for the use, forbearance and detention of the indebtedness of the Borrower to such Bank hereunder shall, to the extent permitted by such Applicable Law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of such indebtedness so that the actual rate of interest is uniform throughout the full term thereof;

(d) if, with respect to such Bank, at any time the interest provided pursuant to Section 3.3, together with any other fees payable to such Bank pursuant to this Agreement or any other Loan Document and deemed interest under such Applicable Law, exceeds that amount which would have accrued to such Bank at the Highest Lawful Rate, the amount of interest and any such fees to accrue pursuant to this Agreement or any other Loan Document shall be limited, for such Bank, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions in the amount of such interest and/or fees, as applicable, which would otherwise occur shall not reduce the interest to accrue to such Bank pursuant to this Agreement and the other Loan Documents below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and the other Loan Documents and such fees deemed to be interest equals the amount of interest which would have accrued to such Bank if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect plus the amount of fees which would have been received but for the effect of this Section; and

(e) if the total amount of interest paid or accrued for payment by the Borrower together with any other fees payable by the Borrower pursuant to this Agreement and the other Loan Documents and deemed interest under Applicable Law, with respect to such Bank pursuant to this Agreement and the other Loan Documents under the foregoing provisions of this Section, is less than the total amount of interest which would have accrued with respect to the Borrower if a varying rate per annum equal to the interest

provided pursuant to Section 3.3 had at all times been in effect and all fees provided for in this Agreement and the other Loan Documents had been paid, then the Borrower agrees to pay to such Bank, upon demand, an amount equal to the difference between (i) the lesser of (A) the amount of interest and fees which would have accrued with respect to the Borrower if the Highest Lawful Rate had at all times been in effect, and (B) the amount of interest and fees which would have accrued with respect to the Borrower if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect and all fees provided for in this Agreement and the other Loan Documents had been paid and (ii) the amount of interest and fees paid by the Borrower in accordance with the other provisions of this Agreement and the other Loan Documents.

ARTICLE IV
REDUCTION OR TERMINATION OF THE COMMITMENTS;
PREPAYMENTS

4.1 Reduction or Termination of the Commitments. The Borrower shall have the right, at any time and from time to time, to reduce permanently in part, or to terminate in whole, without penalty or premium, the Total Commitment, upon not less than five (5) Business Days prior notice (by facsimile or by telephone (confirmed in writing promptly thereafter)) received by the Administrative Agent (which shall promptly advise each Bank thereof), which notice shall designate the date (which shall be a Business Day) of such reduction or termination and the amount of any partial reduction of the Total Commitment; provided that the Borrower may not reduce the Total Commitment to an amount which is less than the Aggregate Outstanding Loans on the effective date specified in the Borrower’s aforesaid notice. Any such partial reduction of the Total Commitment shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Such partial reduction or termination of the Total Commitment shall be effective on the date specified in the Borrower’s aforesaid notice. The Borrower may only terminate the Total Commitment upon payment in full of all Aggregate Outstanding Loans and all other Bank Obligations.

Any partial reduction of the Total Commitment shall reduce each Bank’s Commitment by an amount equal to such Bank’s pro rata share of the aggregate reduction in the Total Commitment.

4.2 Voluntary Prepayments. The Borrower may, from time to time as hereinafter provided, prepay Base Rate Loans, in whole or in part, without premium or penalty, and prepay Eurodollar Rate Loans, in whole or in part, subject to the payments, if any, required by Section 6.4; provided that any such partial prepayment shall be in an aggregate amount of a minimum of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Accrued interest to the date of prepayment on the aggregate principal amount of Loans being prepaid shall accompany such prepayment. The Borrower shall give notice (by facsimile or by telephone (confirmed in writing promptly thereafter)) to the Administrative Agent (which shall promptly notify the Banks) of each proposed prepayment hereunder, prior to 10:30 a.m., Chicago time, on the date of such proposed prepayment (or, in the case of a proposed prepayment of Eurodollar Rate Loans, two (2) Business Days before the proposed prepayment date) which notice shall specify the proposed prepayment date (which shall be a Business Day) and the aggregate principal amount of the proposed prepayment.

ARTICLE V
OTHER CREDIT TERMS

5.1 Fees; Computation of Fees.

(a) In consideration of the Administrative Agent’s services to be provided in connection herewith, the Borrower hereby agrees to pay to the Administrative Agent the fees set forth in the Fee Letter.

(b) In consideration of the commitment of each Bank to make Committed Loans to the Borrower hereunder, the Borrower hereby agrees to pay to the Administrative Agent, for the account of each Bank (to be paid to each Bank by the Administrative Agent in proportion to such Bank’s Commitment) the applicable Facility Fee per annum (computed for the actual number of days elapsed on the basis of a 360-day year) commencing on the Effective Date and payable in arrears on each Quarterly Payment Date and on the Commitment Termination Date, on the daily average amount of the Total Commitment, determined for the period then ended for which such fee has not theretofore been paid.

(c) The Borrower shall pay to the Administrative Agent for the account of each Bank in accordance with its Percentage, a fee equal in amount to the then applicable Utilization Fee as set forth in the Pricing Matrix (the “Utilization Fee”) times the Aggregate Outstanding Loans on each day that the Aggregate Outstanding Loans exceed 50% of the actual daily amount of the Total Commitment. The Utilization Fee shall be due and payable quarterly on the Quarterly Payment Dates, commencing with the first such date to occur after the Effective Date, and on the Commitment Termination Date. The Utilization Fee shall be calculated quarterly in arrears. The Utilization Fee shall accrue at all times the Aggregate Outstanding Loans exceed 50% of the actual daily amount of the Total Commitment, including at any time during which one or more of the conditions in Article X or Article XI is not met.

5.2 Payments. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments (including those made pursuant to Section 4.2) of principal of, or interest on, the Loans shall be made by the Borrower to the Administrative Agent in immediately available funds for the account of the holders of the relevant Notes. All payments of the Facility Fee shall be made by the Borrower to the Administrative Agent in immediately available funds for the account of the Banks pro rata according to their respective Commitments. All payments of the fees described in the Fee Letter shall be made by the Borrower to the Administrative Agent in immediately available funds for the account of the Administrative Agent. All other payments shall be made to the Administrative Agent at its address specified on Schedule 1(b) (or at such other address as the Administrative Agent may have specified for such purpose in a written notice to the Borrower) not later than 1:00 p.m., Chicago time, on the date due; and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit to each Bank in immediately available finds such Bank’s share of all such payments received by the Administrative Agent for the account of such Bank. All payments under Section 6.1, Section 6.4 or Section 14.5 shall,

unless otherwise specified herein, be made by the Borrower directly to the Bank or Banks entitled thereto.

5.3 Net Payments; Tax Exemptions.

(a) All payments by the Borrower of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder shall be made without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient or its income, property, assets or franchises (such Recipient’s “Recipient Taxes”), except to the extent that such withholding or deduction (i) is required by Applicable Law, (ii) results from the breach by such Recipient of its Exemption Agreement, if any, (iii) would not be required if such Recipient’s Exemption Representation were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof. If any such withholding or deduction is required by Applicable Law, the Borrower will:

(A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authorities;

(B) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and

(C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by a Recipient of its Exemption Agreement, if any, or (3) would not be required if such Recipient’s Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof, pay to the Administrative Agent for the account of the relevant Recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required.

(b) In consideration of the Borrower’s agreements in Section 5.3(a), each Bank which is not a US Person hereby agrees (such Bank’s “Exemption Agreement”), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the Borrower, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI or W-8BEN (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) of such Bank.

(c) Each Bank hereby represents and warrants (such Bank’s “Exemption Representation”) to the Borrower that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office without withholding or deduction for or on account of such Bank’s Recipient Taxes imposed by the United States of America or any political subdivision thereof.

(d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes.

(e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid.

(f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

(g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and

including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

5.4 Application of Certain Payments.

(a) Prior to the occurrence and continuation of a Pro Rata Distribution Event, each payment of principal shall be applied to such of the Loans as the Borrower shall direct by notice to be received by the Administrative Agent on or before the date of such payment; provided that any Loans of the Borrower maturing the same day shall be paid pro rata among such Loans. The Administrative Agent shall remit each such payment by the Borrower in accordance therewith ratably among the applicable Banks holding such Loans. Concurrently with each remittance to any Bank of its share of any such payment, the Administrative Agent shall advise each Bank as to the application of such payment.

(b) Following the occurrence and during the continuation of a Pro Rata Distribution Event, the Administrative Agent and the Banks shall apply all collections and recoveries of the Loans and the other Bank Obligations hereunder first, to payment of that portion of the Bank Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VI) payable to the Administrative Agent in its capacity as such, second, to the payment of principal and interest on the outstanding Loans on a pro rata basis to each Bank based on the respective amounts of such Bank’s principal and accrued interest (whether or not mature and currently payable) and, third, to payment of the remaining outstanding Bank Obligations on a pro rata basis to each Bank based on the respective remaining amounts of such Bank Obligations owed to each Bank (whether or not mature and currently payable).

(c) For purposes hereof, a “Pro Rata Distribution Event” shall mean the first to occur of (i) an Event of Default under Section 12.1(a), Section 12.1(f) or Section 12.1(g) or (ii) any other Event of Default if the Majority Banks shall have notified the Administrative Agent of the occurrence of such Event of Default and shall have instructed the Administrative Agent that payments shall be applied as provided in Section 5.4(b) above. The Administrative Agent shall promptly notify the Borrower and each Bank following the occurrence of a Pro Rata Distribution Event.

(d) The Banks and the Administrative Agent agree that if any distribution shall be made by the Administrative Agent contrary to this Section (whether because the Administrative Agent shall not, at the time of distribution, have been aware of the occurrence of any Event of Default or otherwise), the Banks shall cooperate with the Administrative Agent to redistribute payments, collections or recoveries in accordance with this Section.

5.5 Offset. Upon the occurrence of any Default described in Section 12.1(f) or Section 12.1(g), or of any acceleration of the Notes pursuant to Section 12.2, each Bank is hereby authorized, at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Law), to the fullest extent permitted by Applicable Law, to set off, to exercise any banker’s lien or any other right of attachment or garnishment and apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies at any time held and other indebtedness at any time owing by such Bank to or for the account of the Borrower against any and all Bank Obligations held by such Bank (subject to the provisions of Section 13.4), whether or not such Bank has made any demand under or with respect to any of such Bank Obligations and although such Bank Obligations may be unmatured. Promptly following such action, such Bank shall give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice thereof to the Borrower and each other Bank, but failure to do so shall not impair the effect of such action. Subject to the foregoing provisions of this Section, the rights of the Banks under this Section are in addition to, in augmentation of, and do not derogate from or impair, any other rights and remedies (including other rights of setoff) which the Banks may have.

ARTICLE VI
COST PROTECTION PROVISIONS AND SPECIAL PROVISIONS
FOR EURODOLLAR RATE LOANS

6.1 Cost Protection.

(a) If (i) Regulation D of the FRB (“Regulation D”), (ii) the adoption after the date hereof of any Applicable Law, (iii) any change after the date hereof in any Applicable Law, (iv) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (v) compliance by such Bank (or any Eurodollar Office of such Bank) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency;

(A) shall subject any Bank (or any Eurodollar Office of such Bank) to any tax, duty or other charge with respect to its Loans, its Notes or its obligation to make Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Excluded Taxes or Recipient Taxes of the type described in clause (ii), clause (iii) and clause (iv) of the first sentence of Section 5.3(a);

(B) shall impose, modify or deem applicable any assessment or other charge against assets of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank);

(C) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets

of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank); or

(D) shall impose on any Bank (or its Eurodollar Office) any other condition affecting its Loans, its Notes or its obligation to make Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or any Eurodollar Office of such Bank) of making or maintaining or issuing its Commitment or any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Eurodollar Office) under this Agreement or under its Notes then, within ten (10) days after demand by such Bank (which demand shall be accompanied by a statement setting forth the basis of such demand), the Borrower shall pay directly to such Bank such additional amount or amounts as will compensate such Bank for such cost, increased cost or such reduction.

(b) If any Bank shall reasonably determine that the application or adoption after the date hereof of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof, whether or not having the force of law increases the amount of capital required to be maintained by such Bank, or any corporation controlling such Bank, and such increase is based solely upon the existence of such Bank’s obligations hereunder, by an amount deemed by such Bank in its sole discretion to be material, then from time to time, within ten (10) days after demand from such Bank, the Borrower shall pay to such Bank such amount or amounts as will fairly compensate such Bank for such increased capital requirement. The determination of any amount to be paid by the Borrower under this Section shall take into consideration the policies of such Bank, or any corporation controlling such Bank, with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of such Bank setting forth the amount or amounts as shall be necessary to compensate such Bank as specified in this Section shall be delivered to the Borrower and the Administrative Agent and shall be conclusive in the absence of manifest error.

(c) Promptly after any Bank becomes aware of any event that would entitle it to compensation under Section 6.1 (a) or Section 6.1(b), such Bank shall notify the Administrative Agent, which shall advise the Borrower thereof; provided that if any Bank fails to notify the Administrative Agent within 180 days of its actual knowledge of any such event (the “Notice Date”), the Borrower shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice; provided, further, that the failure to give such notice shall not affect the Borrower’s obligation to pay such additional amounts accrued prior to the Notice Date or after delivery of such notice.

6.2 Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any request for a Eurodollar Rate Loan or a conversion to or continuation thereof:

(a) the Administrative Agent determines (which determination shall be binding and conclusive on all parties hereto) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to Eurodollar Rate Loans; or

(b) the Majority Banks advise the Administrative Agent that the interest rate applicable hereunder to any outstanding Eurodollar Rate Loan will not adequately and fairly reflect the cost to such Banks of maintaining or funding such Eurodollar Rate Loan for such Loan Period, or that the making or funding of Eurodollar Rate Loans has become impracticable as a result of an event occurring after the date hereof which in the opinion of such Banks materially affects such Loans;

then (i) the Administrative Agent shall promptly notify the Borrower and each Bank thereof, and (ii) so long as such circumstances shall continue, no Bank shall be under any obligation to make, convert or continue the Eurodollar Rate Loans.

6.3 Changes in Law Rendering Certain Eurodollar Rate Loans Unlawful. In the event that any change in (including the adoption of any new) Applicable Law, or any change in the interpretation of any Applicable Law by any judicial, governmental or other regulatory body charged with the interpretation, implementation or administration thereof, should make it (or in the good-faith judgment of an Affected Bank should raise a substantial question as to whether it is) unlawful for such Affected Bank to make, maintain or fund Eurodollar Rate Loans, then (a) such Affected Bank shall promptly notify each of the other parties hereto, (b) the obligation of such Affected Bank to make Eurodollar Rate Loans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness, and (c) if the Affected Bank so requests, the Borrower shall, on such date as may be required by the relevant Applicable Law, repay or prepay all then outstanding Eurodollar Rate Loans made to the Borrower by such Affected Bank together with accrued interest thereon and all amounts then due, if any, under Section 6.4.

6.4 Funding Losses. The Borrower hereby agrees that, upon demand by any Bank (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed), the Borrower will indemnify such Bank against any net loss or expense which such Bank may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain Eurodollar Rate Loans made to the Borrower by such Bank), as reasonably determined by such Bank, as a result of (a) any payment or prepayment of principal (including pursuant to Section 4.2, Section 4.3, Section 6.3 or Section 12.2) of any such Eurodollar Rate Loan on a date other than the last day of a Loan Period for such Loan, or (b) any failure of the Borrower to borrow, continue or convert any Loans on the date and in the amount specified therefor in a notice of Borrowing, conversion or continuation given by the Borrower pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.

6.5 Discretion of Banks as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the

purposes of this Agreement all determinations hereunder shall be made as if such Bank had actually funded and maintained each Eurodollar Rate Loan during the Loan Period for such Loan through the sale of deposits or the purchase of deposits, as the case may be, having a maturity corresponding to the last day of such Loan Period and bearing an interest rate equal to the Eurodollar Rate for such Loan Period. Each Bank shall use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to take appropriate action, including the selection of a jurisdiction of its Eurodollar Office or the changing of the jurisdiction of its Eurodollar Office, as the case may be, so as to avoid any illegality of the type referred to in Section 6.3 or the imposition of any increased costs or Taxes or to limit the amount of any such increased costs or Taxes which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Eurodollar Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bank.

6.6 Replacement of Certain Banks. In the event that any Bank(s) shall claim payment of any amounts pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, or shall be an Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative.

6.7 Conclusiveness of Statements; Survival of Provisions. Determinations and statements of any Bank pursuant to this Article VI shall be made in good faith and shall be conclusive and binding on the parties hereto, absent demonstrable error. The provisions of Section 5.3, Section 6.1, Section 6.4, Section 14.6 and the last sentence of each of Section 13.1(e) and Section 14.5 and shall survive termination of this Agreement.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants with respect to itself and its Subsidiaries, and the Parent represents and warrants with respect to itself and its Subsidiaries, to the Administrative Agent and the Banks as follows:

7.1 Corporate Existence, Power, Authority, etc. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia; the Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas; each of their Subsidiaries is a corporation or other business entity duly incorporated or formed, validly existing and in good standing under the laws of the state of its incorporation or formation; the Borrower, the Parent and each of their Subsidiaries is duly qualified and in good standing as a foreign Person authorized to do business in each other jurisdiction where, because of the nature of its activities or properties, such qualification is required, other than where the failure to be so qualified or in good standing would not reasonably be expected to have a Materially Adverse Effect; each Loan Party has all requisite corporate power and authority (a) to own its assets and to carry on the business in which it is engaged, and (b) to execute, deliver and perform its obligations under each Loan Document to which it is a party; each Subsidiary of the Parent and each Subsidiary of the Borrower has all requisite corporate, partnership or other power and authority to own its assets and to carry on the business in which it is engaged; and the Borrower has all requisite corporate power and authority to issue the Notes in the manner and for the purpose contemplated by this Agreement.

7.2 No Violation, Breach, Default, Lien, etc. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the issuance of the Notes in the manner and for the purpose contemplated by this Agreement, have been duly authorized by all necessary corporate action (including any necessary stockholder action) on the part of each Loan Party, and do not (a) violate any provision of any Applicable Law, or of the charter or by-laws of such Loan Party, or (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or under any other agreement or instrument to which the Borrower, the Parent or any of their Subsidiaries is a party or by which the Borrower, the Parent or any of their Subsidiaries or their respective properties is bound, or (c) result in, or require the creation or imposition of, any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Borrower, the Parent or any of their Subsidiaries, other than, with respect to (b) and (c) above, such breaches, defaults or Liens which would not reasonably be expected to have a Materially Adverse Effect. Neither any Loan Party nor any other Subsidiary of the Borrower or the Parent is in default under or in violation of its organizational documents or, except for such defaults or violations which would not reasonably be expected to have a Materially Adverse Effect, any Applicable Law, indenture, agreement or instrument.

7.3 Legal, Valid and Binding Obligations. This Agreement constitutes, and (when executed and delivered by the Loan Parties thereto) each other Loan Document to which any Loan Party is a party will constitute, a legal, valid and binding obligation of the respective Loan Parties party thereto enforceable in accordance with its respective terms. When executed and

delivered by the Parent, the Parent Guaranty will constitute a legal, valid and binding obligation of the Parent enforceable in accordance with its terms. The foregoing representations and warranties are subject to the qualifications that the enforcement of each of the instruments referred to therein may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally, and that enforcement of rights and remedies set forth therein may be limited by judicial discretion regarding the enforcement of, or by applicable laws affecting, remedies (whether considered in a court of law or a proceeding in equity).

7.4 Financial Statements. The Parent’s audited consolidated financial statements as at December 31, 2006 have been prepared in conformity with GAAP applied on a basis consistent with that of the preceding Fiscal Year (except as noted therein) and fairly present the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date and the results of their operations for the period then ended. Since December 31, 2006, no event or events have occurred which, individually or in the aggregate, would reasonably be expected to have a Materially Adverse Effect, except as disclosed in Schedule 3.

7.5 No Litigation; Material Contingent Liabilities. No litigation (including derivative actions), arbitration proceedings or governmental proceedings are pending or, to the best knowledge of the Borrower or the Parent after due inquiry, threatened against the Borrower, the Parent or any of their Subsidiaries which would, if adversely determined, either (a) reasonably be expected to result in liability of the Borrower, the Parent and their Subsidiaries in excess of actual reserved self-insurance amounts, actual uncontested insurance coverage or effective uncontested indemnifications with respect thereto, except as set forth (including estimates of the dollar amounts involved, if practicable) in Schedule 3 or in the financial statements referred to in Section 7.4, or (b) be reasonably expected to have a Materially Adverse Effect. Neither the Borrower, the Parent nor any of their Subsidiaries has knowledge of any material contingent liabilities, including those disclosed in the financial statements referred to in Section 7.4 or in Schedule 3, which would reasonably be expected to have a Materially Adverse Effect.

7.6 No Approvals, etc. No authorization, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority (whether Federal, state, local or foreign), including the Securities and Exchange Commission, any securities exchange, and the Surface Transportation Board, is required in connection with the execution, delivery or performance by any Loan Party of any Loan Document, or the issuance of the Notes in the manner and for the purpose contemplated by this Agreement, it being understood and agreed that no representation or warranty is being made herein with respect to any authorizations, consents, approvals, licenses, exemptions, declarations or registrations required in connection with the Borrower’s or the Parent’s performance of the covenant contained in Section 8.7.

7.7 Fire, Strike, Act of God, etc. Neither the business nor the properties of the Borrower, the Parent nor any of their Subsidiaries are presently affected by any fire, explosion, accident, labor controversy, strike, lockout or other dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty which would reasonably be expected to have a Materially Adverse Effect, or if any such existing event or condition were to continue for more than thirty (30) additional days (unless in the reasonable opinion of the

Borrower or the Parent such event or condition is not likely to continue for such period) would reasonably be expected to have a Materially Adverse Effect.

7.8 Liens. None of the assets of the Borrower, the Parent or any of their Subsidiaries is subject to any Lien except for Permitted Liens.

7.9 Subsidiaries. Neither the Borrower nor the Parent has any Subsidiaries on the date of this Agreement except those listed in Schedule 5.

7.10 ERISA. Each Plan and, to the best of the Borrower’s and the Parent’s knowledge, each Multiemployer Plan, complies in all material respects with Applicable Law and:

(a) no Reportable Event for which the PBGC has not waived the 30-day notice requirement has occurred with respect to any Plan or, to the best of the Borrower’s and the Parent’s knowledge, any Multiemployer Plan;

(b) no steps have been taken to terminate any Plan which could result in the Borrower or the Parent making a contribution, or incurring a liability or obligation, to such Plan in excess of $1,000,000; no steps have been taken to appoint a receiver to administer any such Plan; to the best of the Borrower’s and the Parent’s knowledge, no steps have been taken to terminate or appoint a receiver to administer any Multiemployer Plan which could result in the Borrower or the Parent making a contribution, or incurring a liability or obligation, to such Multiemployer Plan; and neither the Borrower, the Parent, nor any Related Person has withdrawn from any such Multiemployer Plan or initiated steps to do so;

(c) there is no Unfunded Vested Liability with respect to any Plan or, to the best of the Borrower’s and the Parent’s knowledge, any Multiemployer Plan, that would reasonably be expected to have, in the event of termination of such Plan or withdrawal from such Multiemployer Plan, a Materially Adverse Effect; and

(d) no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; no condition exists or event or transaction has occurred with respect to any Plan which would reasonably be expected to have a Materially Adverse Effect; and neither the Borrower, the Parent nor any of their Subsidiaries has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA, that would reasonably be expected to have a Materially Adverse Effect.

7.11 Investment Company. Neither the Borrower, the Parent nor any of their Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.

7.12 Margin Stock. Neither the Borrower nor the Parent is engaged principally, or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of “purchasing or carrying any margin stock,” within the meaning of Regulation U of the FRB. No portion of the assets of the Borrower or the Parent consists of any such margin stock, and no part of the proceeds of any Loan or Indebtedness with respect to

commercial paper will be used to purchase or carry any such margin stock within the meaning of said regulation or to extend credit to others for such purpose.

7.13 Accurate Information. All factual information (taken as a whole) previously furnished by any Loan Party to the Administrative Agent or any Bank for purposes of or in connection with this Agreement (including the factual information contained in the Schedules and Exhibits hereto and in the Bank syndication information memorandum) or any transaction contemplated hereby or thereby or by any other Loan Document is, and all other such factual information (taken as a whole) hereafter furnished by any Loan Party to the Administrative Agent or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby or by any other Loan Document will be, true and accurate in every material respect on the date as of which such information is dated or certified and is not and will not be incomplete in any material respect as of such date due to any failure to state any fact necessary to make such information not misleading as of such date in light of the circumstances in which the same was furnished.

7.14 Taxes. The Borrower, the Parent and each of their Subsidiaries has filed (or obtained extensions with respect to the filing of) all United States federal income tax returns and all other material tax returns which are required to be filed by it and has paid all taxes as shown on such returns or pursuant to any assessment received by the Borrower, the Parent or any of their Subsidiaries, except to the extent the same may be contested in good faith and for which reserves have been established to the extent required by GAAP. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower, the Parent and each of their Subsidiaries in respect of Taxes and other governmental charges are adequate to the best knowledge of the Borrower and the Parent.

7.15 Ownership of Properties, Licenses and Permits. The Borrower, the Parent and each of their Subsidiaries (a) has valid fee or leasehold interests in all of its respective material real property, and good and valid title to all of its respective material personal properties and assets, of any nature whatsoever which are reflected on the audited balance sheet referred to in Section 7.4 or acquired by the Borrower, the Parent or such Subsidiary after the date thereof except for assets sold, transferred or otherwise disposed of (and not otherwise prohibited by Section 9.9) since such date in the ordinary course of business, and (b) owns or holds all Permits necessary to construct, own, operate, use and maintain its property and assets and to conduct its business except where the failure to have such interest or title or to own or hold such Permit would not reasonably be expected to have a Materially Adverse Effect.

7.16 Patents, Trademarks, etc. Each of the Borrower, the Parent and their Subsidiaries owns, or is licensed or otherwise has the lawful right to use, all patents, trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted other than where the failure to so own, be so licensed or so have a right to use would not reasonably be expected to have a Materially Adverse Effect. There are no claims, and to the best of the Borrower’s and the Parent’s knowledge, there is no infringement of the rights of any Person, arising from the use of such patents, trademarks, copyrights, technology, know-how and processes by the Borrower, the Parent or any of their Subsidiaries, except for such claims and infringements which would not reasonably be expected to have a Materially Adverse Effect. Neither the Borrower, the Parent nor any of their Subsidiaries has knowledge of

any infringement by any third party on any of its or their rights in any intellectual property, except for any such infringement which would not reasonably be expected to have a Materially Adverse Effect.

7.17 Environmental Matters. The Borrower, the Parent and their Subsidiaries are, to the best knowledge of the Borrower and the Parent, each in compliance in all material respects with all Environmental Requirements (a) now applicable to the Borrower, the Parent or any of their Subsidiaries or (b) which will be applicable (or, if not in compliance with such laws and regulations referred to in this clause (b), the Borrower, the Parent or such Subsidiary is taking appropriate action diligently pursued to be in compliance therewith on a timely basis or to be exempt from compliance), except to the extent that the failure to comply or take such action would not have a Materially Adverse Effect. Except as disclosed on Schedule 2, neither the Borrower, the Parent nor any of their Subsidiaries has any knowledge of any (i) presently outstanding allegations by governmental officials that the Borrower, the Parent or any of their Subsidiaries is now or at any time prior to the date hereof was in material violation of such Environmental Requirements, (ii) material administrative or judicial proceedings presently pending against the Borrower, the Parent or any of their Subsidiaries pursuant to such Environmental Requirements, or (iii) material claim presently outstanding against the Borrower, the Parent or any of their Subsidiaries which was asserted pursuant to such laws or regulations that in each case would reasonably be expected to result in a liability to the Borrower, the Parent or any of their Subsidiaries in excess of $2,000,000 singly or $6,000,000 in the aggregate for all such claims (net in each case of actual uncontested insurance coverage or effective uncontested indemnifications with respect thereto). Except as disclosed in Schedule 2, each of the Borrower and the Parent reasonably believes that no facts or circumstances known to it or any of its respective Subsidiaries could form the basis for the assertion of any material claim against the Borrower, the Parent or any of their Subsidiaries relating to environmental matters, including any material claim arising from past or present environmental practices asserted under any Environmental Requirement that in each case would reasonably be expected to result in a liability to the Borrower, the Parent or any of their Subsidiaries in excess of $2,000,000 singly or $6,000,000 in the aggregate for all such claims (net in each case of actual uncontested insurance coverage or effective uncontested indemnifications with respect thereto).

7.18 Compliance with Applicable Law. The Borrower, the Parent and each of their Subsidiaries are in compliance in all material respects with Applicable Law, the violation of which by the Borrower, the Parent or any of their Subsidiaries could reasonably be expected to have a Materially Adverse Effect.

7.19 Solvency. Each of the Loan Parties has capital sufficient to carry on its respective business and transactions and all business and transactions in which it is about to engage and is now solvent and able to pay its respective debts as they mature, and each of the Loan Parties now owns property having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay such Loan Party’s existing debts.

ARTICLE VIII
AFFIRMATIVE COVENANTS

So long as any of the Bank Obligations shall remain unpaid or any Bank shall have any Commitment hereunder, the Borrower and the Parent, as applicable, will, and where applicable will cause each of their Subsidiaries, to:

8.1 Information. Furnish to the Administrative Agent and (concurrently therewith) to each Bank in accordance with Section 14.4:

(a) as soon as available and in any event within forty-five (45) days (or such earlier date as the filing thereof with the SEC may be required) after the end of each of the first three Fiscal Quarters of each Fiscal Year, (i) consolidated financial statements of the Parent and its consolidated Subsidiaries, consisting of a balance sheet as at the end of such quarter and statements of income, retained earnings, and cashflows for such quarter then ended and for the Fiscal Year through such quarter, setting forth in comparative form the corresponding figures for the corresponding dates and periods of the preceding Fiscal Year, all in reasonable detail and certified (subject to year-end audit adjustments) by a Responsible Officer of the Parent to the best of such officer’s knowledge and belief as fairly presenting in accordance with GAAP (to the extent applicable) consistently applied (except as noted therein) the financial condition and results of operations of the Parent and its consolidated Subsidiaries as at the date thereof and for the period covered thereby (provided that footnotes to such financial statements will not be required) accompanied by (ii) a Compliance Certificate as at the end of such Fiscal Quarter from such officer of the Parent;

(b) as soon as available, but in any event within one hundred (100) days (or such earlier date as the filing thereof with the SEC may be required) after the end of each Fiscal Year, audited consolidated financial statements of the Parent and its consolidated Subsidiaries consisting of a balance sheet as at the end of such Fiscal Year and statements of income, retained earnings, and cashflows for such Fiscal Year, setting forth, in comparative form, the corresponding figures for the preceding Fiscal Year, accompanied by:

(i) a report and opinion of independent certified public accountants of recognized national standing and reputation selected by the Parent or otherwise reasonably acceptable to the Administrative Agent (the “Public Accountants”), which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and shall not be subject to any Impermissible Qualification; and

(ii) (A) management’s assessment of the effectiveness of the Parent’s internal control over financial reporting as of the end of the Parent’s most recent fiscal year in accordance with Item 308 of Regulation S-K, and (B) with respect to the most recent fiscal year of the Parent, an attestation report (or reports) of the Public Accountants on management’s assessment and the opinion of the Pubic Accountants independently assessing the effectiveness of the Parent’s internal control over financial reporting in accordance with Item 308 of Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley; and

(iii) a Compliance Certificate as of the end of such Fiscal Year from a Responsible Officer of the Parent;

(c) in the event that the Borrower or the Parent shall then be required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as either shall send to its public stockholders generally and copies of all registration statements (without exhibits) and all reports which either files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission);

(d) as soon as possible and in any event within five (5) Business Days after the Borrower or the Parent becomes aware of the occurrence of any Default or the occurrence of any other event or events that individually or in the aggregate may have a Materially Adverse Effect, the statement of the President, any Vice President or the Treasurer of the Borrower or the Parent, as applicable, setting forth the details of each such Default which has occurred and the action which the Borrower or the Parent, as applicable, has taken and proposes to take with respect thereto;

(e) forthwith upon learning thereof, written notice describing (i) the institution of any litigation, arbitration proceeding or governmental proceeding to which the Borrower, the Parent, or any of their Subsidiaries is a party that, if adversely determined, would reasonably be expected to result in a liability to the Borrower, the Parent or any of their Subsidiaries in excess of $15,000,000 (net of actual uncontested insurance coverage or effective, uncontested indemnifications with respect thereto), and (ii) any materially adverse determination as to liability or amount of damages in any such litigation or proceeding;

(f) promptly upon learning thereof, written notice describing the institution of any steps by the Borrower, the Parent or any other Person to terminate any Plan or any Multiemployer Plan, or the appointment of a receiver to administer any Plan or any Multiemployer Plan, or the withdrawal by the Borrower, the Parent or any Related Person from any Multiemployer Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that any Loan Party furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could reasonably be expected to result in the incurrence by the Borrower or the Parent of any material liability, fine or penalty, or any material increase in the contingent liability of any Loan Party with respect to any post-retirement Welfare Plan benefit or the occurrence of any Reportable Event;

(g) such other reasonable information respecting the business affairs, financial condition, operations or prospects of the Borrower, the Parent and their Subsidiaries as the Administrative Agent or any Bank may from time to time reasonably request in writing;

(h) forthwith upon learning thereof, written notice to the Administrative Agent of any fact or circumstance that would have been included in Schedule 2 to permit the Borrower or the Parent to then make the representation and warranty contained in Section 7.17;

(i) copies of all subordination provisions contained in documentation evidencing Subordinated Indebtedness purporting to subordinate such Subordinated Indebtedness to Senior Indebtedness; and

(j) forthwith upon learning, thereof, written notice to the Administrative Agent of the Public Accountants’ determination (in connection with its preparation of its report under Section 8.1(b)(ii)(B)) or the Parent’s determination of the occurrence or existence of any Internal Control Event at any time.

Documents required to be delivered pursuant to Section 8.1(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 1(b); or (ii) on which such documents are posted on the Borrower’s or the Parent’s behalf on an Internet or intranet website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower or the Parent, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Bank that requests the Borrower or the Parent, as applicable, to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the Borrower or the Parent, as applicable, shall notify the Administrative Agent and each Bank (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide paper copies of the Compliance Certificates required by Section 8.1(b)(iii) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower or the Parent, as applicable, with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each of the Borrower and the Parent hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Banks materials and/or information provided by or on behalf of the Borrower and the Parent hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks may be “public-side” Banks (i.e., Banks that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Bank”). Each of the Borrower and the Parent hereby agrees that (w) all Borrower Materials that are to be made available to Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials

“PUBLIC”, each of the Borrower and the Parent shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.18); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

8.2 Taxes. Pay or discharge, and cause each of their Subsidiaries to pay or discharge, all Taxes (other than Excluded Taxes) relating to the Borrower, the Parent or such of their Subsidiaries, as the case may be, prior to the date on which penalties attach thereto; provided that neither the Borrower, the Parent, nor any of their Subsidiaries shall be required to pay or discharge any such Tax while the same is being contested by it in good faith and by appropriate proceedings and so long as reserves have been established to the extent required by GAAP.

8.3 Existence. Preserve and maintain, and cause each of their Subsidiaries to preserve and maintain (except for any sale, dissolution, liquidation or merger not otherwise prohibited hereby), its existence, rights, privileges and franchises in the jurisdiction of its incorporation or formation, and qualify and remain qualified as a foreign Person authorized to do business in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a Materially Adverse Effect.

8.4 Inspection of Properties. Permit the Administrative Agent and each of the Banks or their respective representatives, at any reasonable time and from time to time at the request of such Person, to visit and inspect, such inspection to be upon not less than twenty-four (24) hours’ prior notice if no Default shall have occurred and be continuing, any of the properties of the Borrower, the Parent, or any of their Subsidiaries, to examine and make copies of and take abstracts from the records and books of account of the Borrower, the Parent or any other Loan Party, and to discuss the affairs, finances and accounts of the Borrower, the Parent or any other Loan Party with the appropriate officers of the Borrower, the Parent or such other Loan Party.

8.5 Books and Records. Keep or cause to be kept, and cause each of their Subsidiaries to keep or cause to be kept, adequate records and books of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any governmental agency or regulatory authority (Federal, state, local or foreign) having jurisdiction over the Borrower, the Parent or any of their Subsidiaries. Such books of account shall be kept in a manner consistent with GAAP.

8.6 Insurance. Maintain, and cause each of their Subsidiaries to maintain or to be obtained on its behalf (to the extent available at commercially reasonable rates), insurance (including self-insurance) with respect to its respective properties and businesses against such liabilities, casualties, risks and contingencies (including business interruption insurance), in such types and with such reasonable deductibles as are customary in the case of Persons engaged in the same or similar businesses and similarly situated.

8.7 Compliance with Applicable Law. Comply, and cause each of their Subsidiaries to comply, in all material respects with Applicable Law, including Applicable Law relating to ERISA and pollution and environmental matters (including all Environmental Requirements); provided that neither the Borrower, the Parent nor any of their Subsidiaries shall be required to comply with any such Applicable Law so long as the validity or application thereof is being contested in good faith and reserves have been established with respect to such contest to the extent, if any, required by GAAP or where such non-compliance would not reasonably be expected to have a Materially Adverse Effect; and obtain and maintain, and cause each of their Subsidiaries to obtain and maintain, all permits, licenses and approvals (collectively, “Permits”) necessary to construct, own, operate, use and maintain their respective property and assets and to conduct their respective businesses, except where the failure to obtain or maintain such Permit would not reasonably be expected to have a Materially Adverse Effect.

8.8 Maintenance of Property. Do all things necessary to maintain, preserve, protect and keep its property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, and cause their Subsidiaries to do the same as to their respective properties.

8.9 Ownership of the Borrower. At all times the Parent shall directly or indirectly through a wholly-owned Subsidiary own at least ninety-nine percent (99%) of the outstanding capital stock of the Borrower free and clear of any Liens.

8.10 Use of Proceeds. Use the proceeds of the Loans for working capital and other general corporate purposes.

8.11 Internal Control Events. Upon notification from the Administrative Agent to the Borrower and the Parent that the Majority Banks require remediation of any Internal Control Event of which they have received notice pursuant to Section 8.1(j) or as reported in any report delivered pursuant to Section 8.1(b)(ii), remediate or cause to be remediated such Internal Control Event, and to test and confirm such remediation, not later than the end of the time period reasonably agreed by the Majority Banks with the Borrower and the Parent as necessary for such remediation (the “Remediation Period”). It is understood that the Remediation Period will require a sufficient period of time to permit testing required by the relevant Securities Laws.

ARTICLE IX
NEGATIVE COVENANTS

So long as any of the Bank Obligations shall remain unpaid or any Bank shall have a Commitment hereunder, neither the Borrower nor the Parent shall, nor shall either of them permit any Subsidiary to:

9.1 Negative Pledge. Create, assume or suffer to exist any Lien upon any of its property or assets, including capital stock, whether now owned or hereafter acquired, except for Permitted Liens.

9.2 Investments. Make any Investment or Guaranty other than (i) a Permitted Investment, (ii) the Parent Guaranty, (iii) a Guaranty by the Parent of Indebtedness of the Borrower permitted hereunder, or (iv) a Guaranty by the Borrower of Indebtedness of the Parent permitted hereunder.

9.3 Publicly-Rated Indebtedness. After receipt of a notice by the Borrower from the Administrative Agent of the occurrence of any event or events that individually or in the aggregate may have a Materially Adverse Effect, create, incur, permit, assume or suffer to exist any publicly-rated Indebtedness maturing within 180 days after the date of issuance, other than such publicly-rated Indebtedness of the Borrower or the Parent that is in existence as of the date of such notice (including any extensions, renewals or refinancings thereof; provided that such extensions, renewals or refinancings do not increase the principal amount of such publicly-rated Indebtedness of the Borrower or the Parent over that of the preceding day).

9.4 Debt to Cash Flow Ratio. Permit the Debt to Cash Flow Ratio to exceed 3.00 to 1.00 at the end of any Fiscal Quarter.

9.5 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio to be less than 1.25 to 1.00 for any Fiscal Quarter.

9.6 Subsidiary Debt. Permit any Subsidiary other than the Borrower to incur Indebtedness, except for the following:

(a) Indebtedness under Capital Leases;

(b) Indebtedness incurred at the time of acquisition of any property to secure a portion of the purchase price thereof;

(d) Indebtedness permitted under Section 9.7; and

(e) Indebtedness consisting of loans and advances qualifying as Permitted Investments under paragraph (a) of the definition hereof.

9.7 Letters of Credit. Arrange for or cause to be issued for its account or the account of any of their Subsidiaries letters of credit with an aggregate available amount at any time outstanding in excess of $75,000,000.

9.8 Subordinated Indebtedness.

(a) Incur any Subordinated Indebtedness unless such Subordinated Indebtedness is subordinated to the Bank Obligations in accordance with its terms, and has other terms and conditions, in all respects acceptable to the Administrative Agent and the Majority Banks; or

(b) permit any Subordinated Indebtedness to be secured or to be guaranteed by any Subsidiary, except on terms and conditions in all respects acceptable to the Administrative Agent and the Majority Banks.

9.9 Merger, Sale of Assets, etc.

(a) Be a party to any merger, consolidation or reorganization, unless (i) no Default then exists and no Default would exist immediately after giving effect thereto or would result therefrom, and (ii)(A) either the Borrower or the Parent is the surviving corporation, (B) if neither the Borrower nor the Parent is a party thereto, any wholly owned Subsidiary of the Borrower or the Parent party thereto is the surviving corporation, or (C) if neither the Borrower, the Parent nor a wholly owned Subsidiary of the Borrower or the Parent is a party thereto, the surviving corporation shall be a Subsidiary of the Borrower or the Parent;

(b) Sell, transfer, assign, pledge or convey (other than any disposition to the Parent, the Borrower or any of their Subsidiaries of shares of any Subsidiary) any shares of capital stock of any Subsidiary (each, a “Disposition”) if the cumulative book value (at the time of the Disposition thereof) of such shares, when added to the aggregate book value (at the time of the Disposition thereof) of all other shares disposed of by the Borrower, the Parent and their Subsidiaries under this clause (b) from the Effective Date up to and including the day on which such proposed Disposition is to occur, exceeds twenty percent (20%) of Net Worth as of the date of the most recent balance sheet of the Parent delivered pursuant to Section 8.1(a); provided, however, that concurrently with any Disposition made pursuant to this clause (b), all or substantially all of the net proceeds of such Disposition shall be applied to permanently reduce the Total Commitment hereunder (it being understood that the Borrower will repay Loans in such principal amount as is required such that the Aggregate Outstanding Loans after such repayment does not exceed the Total Commitment as so reduced);

(c) Sell, transfer, assign or convey (other than in the ordinary course of business, or pursuant to subsection (b) above, or in connection with (i) any Permitted Lien granted thereon, (ii) Sale-Leaseback Transactions of assets prior to the Commitment Termination Date having an aggregate book value up to 10% of the Parent’s Net Worth as of the end of the preceding calendar year, (iii) any Permitted Securitized Receivables Transaction, (iv) any sale of the Parent’s ownership interest in Transplace, Inc. or (v) any additional sale(s) not covered in (i)-(iv) above in any calendar year of property or assets for net proceeds up to an aggregate amount of 10% of the Parent’s Net Worth as of the end of the preceding calendar year) any property or assets of the Borrower, the Parent or any of their Subsidiaries; or

(d) Other than assignments of past due Receivables for collection in the ordinary course of business or a Permitted Securitized Receivables Transaction, sell, transfer, convey, lease or assign with or without recourse any Receivables.

9.10 Limitation on Restrictions on Subsidiary Dividends and Other Distributions. Permit any of their Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to

exist or become effective any encumbrance or restriction on the ability of any of such Subsidiaries to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower, the Parent or any of their Subsidiaries, or pay any Indebtedness owed by any of the Subsidiaries to the Borrower, the Parent or to any other Subsidiary, (b) make loans or advances to the Borrower, the Parent or to any other Subsidiary, (c) create, incur, assume or suffer to exist Liens on the property of it or any other Subsidiary, or (d) transfer any of its properties or assets to the Borrower, the Parent or to any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of applicable law, this Agreement, and Permitted Liens (such restrictions existing by reason of any Permitted Lien only prohibiting the transfer of such properties or assets subject to such Permitted Lien).

9.11 No Conflicts. Enter into any material agreement containing any provision which would be violated or breached by the performance of its obligations hereunder or under any other Loan Document or any instrument or document delivered or to be delivered by it hereunder or thereunder or in connection herewith or therewith.

9.12 Nature of Business. Engage in any business or operations except for providing distribution and distribution related services, principally as a common carrier, in the United States and internationally.

9.13 Transactions with Affiliates. Enter into any material transaction or material series of transactions (other than a Permitted Securitized Receivables Transaction), whether or not in the ordinary course of business, with any Affiliate (other than the Parent, the Borrower or any Subsidiary) other than on terms and conditions at least as favorable to the Borrower, the Parent or their Subsidiaries as would be obtainable by the Borrower, the Parent or such Subsidiaries at the time in a comparable arm’s-length transaction with a Person other than an Affiliate.

9.14 Margin Stock. Use or permit any proceeds of the Loans to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying margin stock” within the meaning of Regulation U of the FRB or otherwise than for proper corporate purposes which shall include acquisitions.

ARTICLE X
CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT

10.1 Conditions Precedent to the Initial Extension of Credit. Each Bank shall be obligated to make its initial Extension of Credit upon the fulfillment of each of the following conditions:

(a) The Administrative Agent shall have received each of the following, duly executed by the appropriate Loan Party:

(i) This Agreement;

(ii) A Note for the account of each Bank that so requests;

(iii) The Fee Letter; and

(iv) The Parent Guaranty.

(b) The Administrative Agent shall have received each of the following:

(i) An executed Officer’s Certificate (with a signed copy for each Bank) from each Loan Party, certifying as to such Person (A) a true and correct copy of such Person’s certificate of incorporation and all amendments as filed with the Secretary of State of such Loan Party’s state of incorporation, (B) duly adopted resolutions of the Board of Directors of such Loan Party, stating that such resolutions are true and correct, have not been altered or repealed, and are in full force and effect, approving the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and the transactions contemplated herein and therein, (C) a true and correct copy of such Person’s bylaws as in effect on the date hereof, and (D) incumbency and specimen signatures of the officers of the Loan Party executing the Loan Documents to which such Loan Party is a party. The Administrative Agent and the Banks may conclusively rely on such certificates until the Administrative Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.

(ii) Certificates of existence, good standing and qualification to engage in business regarding the Borrower, the Parent and each Loan Party issued by the Secretary of State of each jurisdiction where the Borrower, the Parent or any Loan Party ‘s ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(iii) The signed legal opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (with a signed copy for each Bank), dated the date hereof substantially in the form of Exhibit E, with such changes (if any) therein as shall be acceptable to the Administrative Agent and its counsel.

(iv) Such other instruments and documents as the Administrative Agent may have reasonably requested, and all such instruments and documents shall be satisfactory in form and substance to the Administrative Agent.

(c) The Borrower shall have paid all fees referred to in Section 5.1 to the extent due and payable, and all costs and expenses referred to in Section 14.5 (including legal fees and expenses) due and payable.

(d) Except as disclosed in Schedule 3, no event shall have occurred since December 31, 2006 and no condition shall exist which has had or could reasonably be expected to have a Materially Adverse Effect.

(e) The Administrative Agent shall have received satisfactory evidence of the termination of the Existing Revolving Credit Agreement and the payment of all obligations of the Parent thereunder.

ARTICLE XI
CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT

11.1 Conditions Precedent to All Extensions of Credit. The obligation of each Bank to make any Extension of Credit (other than an Extension of Credit Request requesting only a conversion of Committed Loans to the other Type of Loan, or a continuation of Eurodollar Rate Loans) shall be subject to the fulfillment at or prior to the time of the making of such Extension of Credit of each of the following further conditions that:

(a) The representations and warranties on the part of the Borrower and the Parent contained herein shall be true and correct in all material respects on and as of the Borrowing Date for such Extension of Credit, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date).

(b) No Default shall have occurred and be continuing on the Borrowing Date for such Extension of Credit or would result from the making of such Extension of Credit.

Each Extension of Credit to the Borrower (other than an Extension of Credit Request requesting only a conversion of Committed Loans to the other Type of Loan, or a continuation of Eurodollar Rate Loans) shall be deemed to be a representation and warranty by the Borrower on the applicable Borrowing Date as to the matters specified in clauses (a) and (b) of this Section 11.1.

11.2 Conditions Precedent for the Benefit of Banks. All conditions precedent to the closing of the transaction evidenced by this Agreement are imposed hereby solely for the benefit of the Banks, and no other Person may require satisfaction of any such condition precedent.

ARTICLE XII
EVENTS OF DEFAULT

12.1 Events of Default. The occurrence of any of the following events, acts and occurrences shall be deemed to constitute an Event of Default (individually, an “Event of Default”) under this Agreement:

(a) Non-Payment of Bank Obligations. (i) Default in the payment when due of any principal of any Loan, or (ii) default, and continuance thereof for five (5) Business Days, in the payment when due of (A) interest on any Loan or (B) the Facility Fee, any fees payable to the Administrative Agent pursuant to the Fee Letter or any other amount owing by any Loan Party hereunder or under the Notes; or

(b) Non-Payment of Other Indebtedness. Default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Indebtedness of the Borrower, the Parent or any of their Subsidiaries (except any such Indebtedness of any Subsidiary to the Borrower, the Parent or to any other Subsidiary) in excess of $50,000,000 in the aggregate or default in the performance or observance of any obligation or condition (after the expiration of any applicable grace period) with respect to any such Indebtedness in excess of $50,000,000 in the aggregate if the effect of such default in the performance or observance is to accelerate the maturity of Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to cause (after the expiration of any applicable grace period) such Indebtedness to become due and payable prior to its expressed maturity; or

(c) Representations and Warranties. Any representation or warranty on the part of any Loan Party contained in this Agreement, in any other Loan Document or in any other certificate, document or instrument delivered in connection with this Agreement or any other Loan Document shall at any time prove to have been incorrect in any material respect when made or deemed to be made or reaffirmed, as the case may be; or

(d) Certain Non-Compliance with this Agreement. The Borrower or the Parent shall default in any respect in the performance or observance of any term, covenant, condition or agreement on its part to be performed or observed under Section 8.1(d), 8.4, 8.6 or 8.9, Article IX or Section 14.9 hereof; or

(e) Other Non-Compliance with this Agreement or any Loan Document. Any Loan Party shall default in any material respect in the performance or observance of any other term, covenant, condition or agreement on its part to be performed or observed hereunder or under any other Loan Document (and not constituting an Event of Default under any other clause of this Section), and such default shall continue unremedied for thirty (30) days after written notice thereof shall have been received by the Borrower from the Administrative Agent (acting at the direction of any Bank); or

(f) Voluntary Bankruptcy, Insolvency, etc. Either (i) the Borrower, the Parent or any of their Subsidiaries shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar law or seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business, or (ii) any action indicating its consent to, approval of, or acquiescence in any of the foregoing shall be taken by the Borrower, the Parent or any of their Subsidiaries; or

(g) Involuntary Bankruptcy, Insolvency, etc. Involuntary proceedings or an involuntary petition shall be commenced or filed against the Borrower, the Parent or any of their Subsidiaries under any bankruptcy, insolvency or similar law or seeking the dissolution or reorganization of the Borrower, the Parent or any of their Subsidiaries or the appointment of a receiver, trustee, custodian or liquidator for the Borrower, the Parent or any of their Subsidiaries or of a substantial part of the property, assets or business of the Borrower, the Parent or any of their Subsidiaries, and such proceedings or petition shall not be dismissed within sixty (60) days after commencement or filing as the case may be; or

(h) ERISA. If (i) any Reportable Event constituting grounds for the termination of any Plan by the PBGC occurs and the maximum amount of current liability that may be asserted under Title IV of ERISA by reason of the termination of such Plan and all other Plans with respect to which any such event has occurred shall exceed $10,000,000; or the appointment by the appropriate United States District Court of a trustee to administer or liquidate any such Plan or Plans shall have occurred and be continuing thirty (30) days after written, telegraphic or telephonic notice to such effect shall have been given to the Borrower by the PBGC and the maximum amount of current liability that may be asserted under Title IV of ERISA by reason of the termination of such Plan and all other Plans with respect to which any such event has occurred, shall exceed $10,000,000, or (ii) any Plan shall be terminated with Unfunded Vested Liabilities, or (iii) any contribution failure shall occur with respect to a Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or

(i) Senior Debt. Any of the Bank Obligations shall cease to be “Senior Debt” or “Senior Funded Debt” or qualify as being of similar standing or substance within the meaning of the instruments evidencing Subordinated Indebtedness, or the subordination provisions in the instruments evidencing Subordinated Indebtedness shall at any time and for any reason cease to be in full force and effect; or

(j) Other Material Obligations. The Borrower, the Parent or any of their Subsidiaries shall default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, such Person with respect to any material purchase or lease of goods or services (except only to the extent that the existence of any such default is being contested by the Borrower, the Parent or such Subsidiary in good faith and by appropriate proceedings) if such default would reasonably be expected to have a Materially Adverse Effect; or

(k) Assets. Assets of the Borrower, the Parent or any of their Subsidiaries with a net book value in excess of $15,000,000 shall be attached for execution or become subject to the order of any court or any other process for execution and attachment and such attachment, order or process shall remain in effect and undischarged for thirty (30) days; or

(l) Judgments. One or more final judgments for the payment of money with respect to which the Borrower, the Parent or any of their Subsidiaries is not indemnified or insured (which indemnification or insurance shall not in any way be contested) shall be

rendered against the Borrower, the Parent or any of their Subsidiaries in an aggregate amount in excess of $15,000,000 and the same shall remain undischarged for a period of thirty (30) days during which execution of such judgment shall not be effectively stayed; or

(m) Environmental Matters. The Borrower, the Parent or any of their Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower, the Parent or any of their Subsidiaries, or any other Person, of any Hazardous Material, or any violation of or non-compliance with any Environmental Requirement, which would, in either case, have a Materially Adverse Effect; or

(n) Guaranties. Any Loan Party or any Person by, through or on behalf of any Loan Party shall contest in any manner the validity, binding nature or enforceability of the Parent Guaranty; or

(o) Change of Control Event. A Change of Control Event shall occur.

12.2 Effect of Event of Default. If any Event of Default described in Section 12.1(f) or Section 12.1(g) shall occur, the Commitments and the Total Commitment (if they have not theretofore terminated) shall immediately and automatically terminate and all Loans, all interest thereon, and all other amounts payable under this Agreement shall become immediately and automatically due and payable, all without presentment, demand, protest or notice of any kind (including notice of intent to accelerate), all of which are hereby expressly waived by the Borrower; and, in the case of the occurrence of any other Event of Default, the Administrative Agent, upon written request of the Majority Banks, shall declare the Commitments and the Total Commitment (if they have not theretofore terminated) to be terminated and all Loans to be due and payable, whereupon the Commitments and the Total Commitment (if they have not theretofore terminated) shall immediately terminate and all Loans, all interest thereon, and all other amounts payable under this Agreement shall become immediately due and payable, all without presentment, demand, protest or notice of any kind (including notice of intent to accelerate), all of which are hereby expressly waived by the Borrower. Promptly following the making of any such declaration, the Administrative Agent shall give notice thereof to the Borrower and each Bank, but failure to do so shall not impair the effect of such declaration.

ARTICLE XIII
THE ADMINISTRATIVE AGENT AND THE BANKS

13.1 Appointment and Powers of Administrative Agent.

(a) Each Bank hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be

deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents and those duties and liabilities shall be subject to the limitations and qualifications set forth in this Section. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have nor be deemed to have any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

(c) No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or be responsible in any manner to any Bank or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

(d) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Banks against any and all liability

and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Banks (or such greater number of Banks as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

(i) For purposes of determining compliance with the conditions specified in Section 10.1, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto.

(ii) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Banks, unless the Administrative Agent shall have received written notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Banks in accordance with Article XII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.

(e) Each Bank hereby agrees, to the extent of such Bank’s Percentage (and to the extent not reimbursed by the Loan Parties), to indemnify and hold harmless the Agent-Related Persons hereunder and under any other Loan Document, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including attorneys’ fees and expenses) incurred by or imposed upon any Agent-Related Person in such capacity as a result of any action taken or omitted to be taken by any Agent-Related Person in such capacity or otherwise incurred or suffered by, made upon, or assessed against any Agent-Related Person in such capacity; provided that no Bank shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses that result from or are attributable to gross negligence or willful misconduct on the part of any Agent-Related Person or its officers, employees or agents. Without limiting the generality of the foregoing, each Bank hereby agrees, to the extent of such Bank’s Percentage, to reimburse the Agent-Related Persons, promptly following any such Person’s demand, for any documented, out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by such Person in connection with the preparation, execution, delivery, administration and enforcement of

the Loan Documents and not reimbursed to such Person by the Loan Parties, except to the extent such expenses are caused by the gross negligence or willful misconduct of such Person. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Bank hereby agrees to make the maximum contribution, to the extent of such Bank’s Percentage, to the payment and satisfaction of each of such amounts which is permissible under Applicable Law. Notwithstanding any other provision hereof, each Bank’s obligations under this Section 13.1 shall survive the termination of such Bank’s Commitment and this Agreement and the discharge of the Loan Parties’ obligations hereunder but only with respect to such matters which occurred prior to the time such Bank ceased to be a Bank hereunder.

(f) The Administrative Agent shall be entitled to act or refrain from acting, and in all cases shall be fully protected in acting or refraining from acting, under this Agreement, the Notes or any other Loan Document in accordance with instructions in writing from the Majority Banks (or all Banks to the extent required by Section 14.1, as applicable).

13.2 Non-Reliance by Banks. Each Bank acknowledges that none of the Administrative Agent or any of its affiliates (each, an “Agent-Related Person”) has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Bank, including any Bank by assignment, represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of any Agent-Related Person.

13.3 Indemnification of Agent-Related Persons. Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that

no Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided that no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all other obligations of the Borrower, the Parent or any of their Subsidiaries under the Credit Agreement or any other Loan Document and the resignation of the Administrative Agent.

13.4 Excess Payments. Except for payments made to or for the benefit of any Bank pursuant to the indemnity or additional compensation provisions of Section 5.3, Article VI, or Section 14.5, if any Bank shall receive, out of the assets of any Loan Party or otherwise, any payment on account of, (a) prior to any Pro Rata Distribution Event, its Committed Loans, and (b) after any Pro Rata Distribution Event, any Bank Obligations in excess of such Bank’s pro rata share of the total sums received by the Banks as payments on account of the Committed Loans or the Bank Obligations, as the case may be, whether the same be paid, received or applied voluntarily, involuntarily or by operation of law, by application of offset on any debt or otherwise, then such Bank shall purchase for cash from the other Banks an undivided interest in all the Committed Loans or the Bank Obligations, as the case may be, of the same class in an amount which shall result in each Bank receiving its pro rata share of such total sums; provided that if any such purchase is made and the excess payment (or portion thereof) requiring such purchase is thereafter recovered (in whole or in part) from the purchasing Bank, then such purchase shall be pro tanto rescinded and the applicable portion of the purchase price restored to the purchasing Bank, without interest. The Borrower agrees that any Bank so purchasing an undivided interest from another Bank pursuant to this Section 13.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including offset) with respect to such undivided interest as fully as if such Bank were the direct creditor of such Loan Party in the amount of such undivided interest.

13.5 Obligations Several. The obligations of the Banks hereunder are several, and neither the Administrative Agent nor any Bank shall be responsible for the obligation of any other Bank hereunder, nor will the failure of any Bank to perform any of its obligations hereunder relieve the Administrative Agent or any other Bank from the performance of its obligations hereunder. Nothing contained in this Agreement, and no action taken by the Banks or the Administrative Agent pursuant hereto or in connection with any other Loan Document, shall be deemed to constitute the Banks, together or with the Administrative Agent, a partnership, association, joint venture or other entity.

13.6 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days notice to the Banks. If the Administrative Agent resigns under this Agreement, the Majority Banks shall appoint from among the Banks a successor administrative agent for the Banks, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XIII and Sections 14.5 and 14.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above.

13.7 Administrative Agent in Individual Capacity. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Bank and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Bank” and “Banks” include Bank of America in its individual capacity.

13.8 Notice to Holder of Notes. The Administrative Agent may deem and treat the payees of the Notes as the owners thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof has been filed with the Administrative Agent. Any request, authority or consent of any holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note.

13.9 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be

responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

13.10 Funding Reliance. (a) Unless the Administrative Agent receives notice from a Bank by 11:00 a.m., Chicago time, on a proposed Borrowing Date that such Bank will not make available to the Administrative Agent an amount equal to its Percentage of the Borrowing on such date, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent and, in reliance upon such assumption, make a corresponding amount available to the Borrower. If and to the extent such Bank has not made such amount available to the Administrative Agent, such Bank and the Borrower jointly and severally agree to repay such amount to the Administrative Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans comprising such Borrowing or, in the case of any Bank which repays such amount within three Business Days, the Federal Funds Rate (together with such other compensatory amounts as may be determined by the Administrative Agent to be required to be paid by such Bank to the Administrative Agent pursuant to banking industry rules on interbank compensation). Nothing set forth in this clause (a) shall relieve any Bank of any obligation it may have to make any Loan hereunder.

(b) Unless the Administrative Agent receives notice from the Borrower prior to the due date for any payment hereunder that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment and, in reliance upon such assumption, make available to each Bank its share of such payment. If and to the extent that the Borrower has not made any such payment to the Administrative Agent, each Bank which received a share of such payment shall repay such share (or the relevant portion thereof) to the Administrative Agent forthwith on demand, together with interest thereon at the Base Rate (or, in the case of any Bank which repays such amount within three Business Days the Federal Funds Rate together with such other compensatory amounts as may be determined by the Administrative Agent to be required to be paid by such Bank to the Administrative Agent pursuant to banking industry rules on interbank compensation). Nothing set forth in this clause (b) shall relieve the Borrower of any obligation it may have to make any payment hereunder.

13.11 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other obligations under the Credit Agreement or any other Loan Document that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Banks and the

Administrative Agent and their respective agents and counsel and all other amounts due the Banks and the Administrative Agent under Sections 5.1 and 14.5) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5.1 and 14.5.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the obligations of the Borrower or any Subsidiary under this Agreement or any other Loan Document or the rights of any Bank or to authorize the Administrative Agent to vote in respect of the claim of any Bank in any such proceeding.

13.12 Arranger; Other Agents. None of the Arranger, the Co-Syndication Agents, in such capacity, shall have any duties, obligations or liabilities to any of the parties to this Agreement.

ARTICLE XIV
MISCELLANEOUS

14.1 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Majority Banks and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 10.1 without the written consent of each Bank;

(b) extend or increase the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 12.2) without the written consent of such Bank (except for any increase pursuant to Section 2.7 or for any extension pursuant to Section 2.8);

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts

due to the Banks (or any of them) or any scheduled or mandatory reduction of the Total Commitment hereunder or under any other Loan Document without the written consent of each Bank directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (iii) of the second proviso to this Section 14.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Bank directly affected thereby; provided, however, that only the consent of the Majority Banks shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(e) change Section 5.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank;

(f) change any provision of this Section or the definition of “Majority Banks” or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank; or

(g) release the Parent from the Parent Guaranty;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) Section 14.10(i) may not be amended, waived or otherwise modified without the consent of each Granting Bank all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) the Fee Letter may only be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

14.2 Payment on Non-Business Days. Except as provided in paragraph (B) of the definition of Loan Period, whenever any payment to be made hereunder by the Borrower shall be due on a day which is not a Business Day, then such payment shall be made on the next succeeding day on which the Administrative Agent is open at its address set forth on Schedule 1(b) for such purpose, unless such day would extend beyond the Commitment Termination Date, in which event such payment shall be made on the next preceding such day.

14.3 Further Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Administrative Agent such additional assignments, agreements, powers and instruments as the Administrative Agent reasonably may require or deem advisable to carry into effect the purposes of this Agreement or to better assure and confirm unto the Administrative Agent and the Banks their respective rights, powers and remedies hereunder.

14.4 Notices, etc.

(a) Except where telephonic instructions or notices are authorized herein to be given (and except as provided in subsection (b) below), all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto or any other Person shall be in writing and (except for financial statements

pertaining to any Loan Party, which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by Federal Express or other reputable express mail service, or by facsimile (confirmed promptly thereafter by personal delivery or mailing in accordance with the provisions of this Section 14.4 of the document sent by facsimile) and shall be deemed to be given for purposes of this Agreement on the day that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section 14.4; provided that notice by registered or certified mail shall be deemed to be given three (3) Business Days after it is so sent. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 14.4, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective facsimile numbers) indicated below in the case of the Borrower and on Schedule 1(b) in the case of the Administrative Agent and the Banks, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party below or on Schedule 1(b), as the case may be:

If to the Borrower:

J.B. Hunt Transport, Inc.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
Attention: Vice President, Treasurer
Telephone No.: (479) 820-8762
Facsimile No.: (479) 820-8896.

Anything herein to the contrary notwithstanding, notices from the Borrower pursuant to Sections 2.3, 4.1, 4.2 and 6.7 shall be effective, for purposes of this Agreement, only when actually received by all Persons to whom such notice is required to be sent or given.

(b) Electronic Communications. Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Bank if such Bank has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal

business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, the Parent, any Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, the Parent’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Parent, any Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

14.5 Costs, Expenses and Taxes. Except as otherwise provided in the Fee Letter, the Borrower agrees to pay all costs and expenses of the Agent-Related Persons in connection with the negotiation, preparation, printing, reproduction, syndication, execution and delivery of this Agreement, each other Loan Document, any amendments, waivers or modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, including the reasonable fees and out-of-pocket expenses of attorneys for the Agent-Related Persons relating thereto (as well as the reasonable fees and out-of-pocket expenses of attorneys retained by the Administrative Agent in connection with the routine administration of this Agreement and each other Loan Document), costs and expenses of the Agent-Related Persons relating to the publishing of announcements and related publicity relating to the transaction contemplated in this Agreement, and all costs and expenses (including attorneys’ fees and expenses), if any, in connection with the enforcement of this Agreement. The Borrower additionally agrees to reimburse each Bank for all reasonable charges and disbursements of legal counsel and other expenses of enforcement for such Bank (including the allocated cost of staff counsel) arising in connection with any Event of Default if any Loan, interest thereon, or other amounts due hereunder payable to such Bank has not been paid when due, including the collection or enforcement of the Bank Obligations owing to such Bank. In addition, the Borrower shall pay any and all stamp, transfer and other Taxes (other than

Excluded Taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, or any other Loan Document, or the making of any Extension of Credit, and agrees to save and hold harmless the Agent-Related Persons and each Bank from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes.

14.6 Indemnification. The Borrower shall indemnify and hold harmless each Agent-Related Person, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or, in the case of each Agent-Related Person only, the administration of this Agreement and each Loan Document, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, the Parent, any of their Subsidiaries or any other Loan Party, or any environmental liability related in any way to the Borrower, the Parent, any of their Subsidiaries or any other Loan Party but, in each case, only to the extent that such claim against or liability of an Indemnitee is based upon or arises from the Indemnitee’s rights or obligations under any Loan Document, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). The Borrower shall not have any indemnity obligations to Indemnitees under this Section 14.6 for any amount, claim or loss for which an Indemnitee is otherwise directly liable to any other Indemnitee pursuant to Section 13.4 or 13.10. All amounts due under this Section 14.6 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all the other obligations under this Agreement or any other Loan Document.

14.7 Severability of Provisions. Any provision of this Agreement 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 or affecting the validity or enforceability of such provision in any other jurisdiction.

14.8 Confirmations. The Borrower and each holder of a Note agree from time to time, upon written request received by one from the other, to confirm to the other in writing (with a copy of each such confirmation to be delivered to the Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding under such Note; and each such holder agrees from time to time, upon written request received by it from the Borrower, to make the Notes held by it (including any schedule attached thereto) available for reasonable inspection by the Borrower at the office of such holder.

14.9 Binding Effect; Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns; provided that neither the Borrower nor (except as, and to the extent, otherwise provided herein) any Bank may assign its rights hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without (a) in the case of any assignment by the Borrower, the prior written consent of all Banks, and (b) in the case of any assignment by a Bank, pursuant to Section 14.10. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns and, to the extent expressly provided herein, Participants.

14.10 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this Section, (ii) by way of participation in accordance with the provisions of clause (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section, or (iv) to an SPC in accordance with the provisions of clause (h) of this Section. Any other attempted assignment or transfer by any party hereto shall be null and void. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund (as defined in clause (g) of this Section) with respect to a Bank, the aggregate amount of the Commitment (which for this

purpose includes Loans outstanding thereunder) or, if the Commitment is then not in effect, the principal outstanding balance of the Loans of the assigning Banks subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (such consent of the Borrower not to be unreasonably withheld or delayed), provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Bank, an Affiliate of such Bank or an Approved Fund with respect to such Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation in the case of any assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.3, 6.1, 6.4, 14.5 and 14.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this clause shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with clause (d) of this Section.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the office of the Administrative Agent a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this

Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantial change to the Loan Documents is pending, any Bank may request and receive from the Administrative Agent a copy of the Register.

(d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 14.1 that directly affects such Participant. Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 6.1 and 6.4 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to clause (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 5.5 as though it were a Bank, provided such Participant agrees in writing to be subject to Section 5.4 as though it were a Bank, it being understood that, by signing a participation agreement, such Participant shall be deemed to have agreed to be subject to Section 5.4.

(e) A Participant shall not be entitled to receive any greater payment under Section 6.1 than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would not be a US Person if it were a Bank shall not be entitled to the benefits of Section 5.3 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.3 as though it were a Bank.

(f) Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.

(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be

deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h) As used herein, the following terms have the following meanings:

“Eligible Assignee” means (1) a Bank; (ii) an Affiliate of a Bank; (iii) an Approved Fund; and (iv) any other Person (other than a natural person) approved by (x) the Administrative Agent and (y) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Approved Fund” means any Fund that is administered or managed by (i) a Bank or (ii) an Affiliate of a Bank.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

(i) Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Committed Loan that such Granting Bank would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Committed Loan, the Granting Bank shall be obligated to make such Committed Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 6.1), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would be liable, it being understood that the Granting Bank shall remain liable for such indemnity or similar payment obligation and (iii) the Granting Bank shall for all purposes remain the Bank of record hereunder. The making of a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Committed Loan were made by such Granting Bank. In

furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC in its capacity as a lender hereunder any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Committed Loan to the Granting Bank and (ii) disclose, unless otherwise prohibited by the Exchange Act, on a confidential basis any non-public information relating to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

14.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

14.12 GOVERNING LAW. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

14.13 CHOICE OF FORUM; CONSENT TO SERVICE OF PROCESS AND JURISDICTION. ANY SUIT, ACTION OR PROCEEDING AGAINST ANY LOAN PARTY WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS OR ANY JUDGMENT ENTERED BY A COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK, OR IN THE UNITED STATES COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AS THE BANKS AND THE ADMINISTRATIVE AGENT IN THEIR DISCRETION MAY ELECT AND EACH SUCH LOAN PARTY HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. EACH LOAN PARTY HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE BROUGHT UPON THE PROCESS AGENT, AND EACH SUCH LOAN PARTY HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT IN THE NAME, PLACE AND STEAD OF THE BORROWER TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES. EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY BANK BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER’S ADDRESS SET FORTH IN SECTION 14.4 HEREOF. EACH LOAN PARTY HEREBY

IRREVOCABLY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS BROUGHT IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

14.14 WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH BANK HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM OR RELATING TO ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

14.15 Headings. Article and Section headings used in this Agreement are provided for convenience of reference only and shall not affect the construction of this Agreement.

14.16 ENTIRE AGREEMENT. THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS ENTERED INTO IN CONNECTION THEREWITH INCLUDING THIS AGREEMENT, THE NOTES, THE FEE LETTER, AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE BANKS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. EACH LOAN PARTY CERTIFIES THAT IT IS RELYING ON NO REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT EXCEPT FOR THOSE SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

14.17 USA PATRIOT Act Notice. Each Bank that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Bank) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Bank or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

14.18 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the

confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or the Parent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or the Parent.

For purposes of this Section, “Information” means all information received from the Borrower, the Parent or any of their Subsidiaries relating to the Borrower, the Parent or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Bank on a nonconfidential basis prior to disclosure by the Borrower, the Parent or any of their Subsidiaries, provided that, in the case of information received from the Borrower, the Parent or any of their Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Banks acknowledges that (a) the Information may include material non-public information concerning the Borrower, the Parent or any of their Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including Federal and state securities laws.

14.19 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, are arm’s-length commercial transactions between the Borrower, and each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger, and each other Arranger

each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

	J.B. HUNT TRANSPORT, INC.


	By:
	Name:
	Title:


	J.B. HUNT TRANSPORT SERVICES, INC.


	By:
	Name:
	Title:

CREDIT AGREEMENT
Signature Page

	BANK OF AMERICA, N.A., as Administrative Agent


	By:
	Name:	Charles Graber
	Title:	Vice President


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


	By:
	Name:
	Title:

CREDIT AGREEMENT
Signature Page

SCHEDULE 1(a)

TO SENIOR REVOLVING CREDIT FACILITY

BANKS’ COMMITMENTS

Bank	Commitment		Percentage

Bank of America, N.A.	$	35,000,000.00	13.0000	%

SunTrust Bank	$	27,000,000.00	11.0000	%

LaSalle Bank National Association	$	27,000,000.00	11.0000	%

Deutsche Bank AG New York Branch	$	27,000,000.00	11.0000	%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	27,000,000.00	11.0000	%

JPMorgan Chase Bank, N.A.	$	27,000,000.00	11.0000	%

U.S. Bank National Association	$	20,000,000.00	8.0000	%

UBS Loan Finance LLC	$	20,000,000.00	8.0000	%

Regions Bank	$	20,000,000.00	8.0000	%

Branch Banking and Trust Company	$	20,000,000.00	8.0000	%

TOTAL	$	250,0000,000.00	100.0000	%

1(a)-1

SCHEDULE 1(b)
TO SENIOR REVOLVING CREDIT FACILITY

BANKS’ ADDRESSES

[TO BE UPDATED WITH NEW ADMIN FORMS]

BANK OF AMERICA, N.A.

Administrative Agent’s Office

(for payments and requests for Requests for Credit Extensions)

Bank of America, N.A.,

101 N. Tryon Street, 15th Floor
Charlotte, NC 28255

Attention: Robert Lloyd

Telephone No.: 704-387-3615

Facsimile No.: 704-719-8311

Email: robert.l.lloyd@bankofamerica.com

Payment Instructions:

Bank of America, N.A.

New York, New York

ABA: 026009593

Account No.: 1366212250600

Attention: Corporate Credit Support

Reference: J.B. Hunt Transport, Inc.

All Other Notices as Administrative Agent and other Credit Matters:

Bank of America, N.A.,

Mailcode: CA5-701-05-19
1455 Market Street, 5th Floor
San Francisco, CA 94103

Attention: Charles Graber

Telephone No.: 415-436-3495
Facsimile No.: 415-503-5006
Email: charles.graber@bankofamerica.com

With a copy to:

Bank of America, N.A.

Mailcode: IL1-231-10-10

231 South LaSalle Street, 10th Floor

Chicago, IL 60697

Attention: Brian Lukehart

Telephone No.: 312-828-6883

Email: brian.lukehart@bankofamerica.com

1(b)-1

SUNTRUST BANK

Credit Contact

201 4th Avenue, North

TN-Nashville-1937

Nashville, Tennessee 37219

Attention: Bill Crawford

Telephone: 615-748-4629

Facsimile: 615-748-4269

Email: bill.crawford@suntrust.com

Operations Contact

303 Peachtree Street

GA-Atlanta-1941

Atlanta, Georgia 30308

Attention: Simone Hendricks

Telephone: 404-588-7077

Facsimile: 404-230-1940

Email: simone.hendricks@suntrust.com

LASALLE BANK NATIONAL ASSOCIATION

Credit Contact

3343 Peachtree Road NE, Suite 500

Atlanta, Georgia 30326

Attention: Nick Weaver, Senior Vice President

Telephone: 404-732-1235

Facsimile: 404-732-1265

Email: nick.weaver@abnamro.com

Operations Contact

135 S. LaSalle Street, Suite 1425

Chicago, Illinois 60603

Attention: Candy Danckaert

Telephone: 312-904-4534

Facsimile: 312-821-8710

Email: candy.danckaert@abnamro.com

1(b)-2

DEUTSCHE BANK AG NEW YORK BRANCH

Credit Contact

60 Wall Street

New York, New York 10005

Attention: Oliver Schwarz

Telephone: 212-250-8610

Facsimile: 212-797-4420

Email: oliver.schwarz@db.com

Operations Contact

90 Hudson Street, JCY05-0601

Jersey City, New Jersey 07302

Attention: Cheryl Mandelbaum

Telephone: 201-593-2231

Facsimile: 201-593-2313

Email: cheryl.mandelbaum@dm.com

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Credit Contact

2001 Ross Avenue, #3150

Dallas, Texas 75201

Attention: Douglas M. Barnell

Telephone: 214-954-1240

Facsimile: 214-954-1007

Email: dbarnell@us.mufg.jp

Operations Contact

New Jersey

Attention: Jimmy Yu

Telephone: 201-413-8566

Facsimile: 201-521-2338

Email: jyu@us.mufg.jp

1(b)-3

JPMORGAN CHASE BANK, N.A.

Credit Contact

270 Park Avenue, 4th Floor

New York, New York 10017

Attention: Tony Yung, Vice President

Telephone: 212-270-0586

Facsimile: 212-270-5100

Email: tony.yung@jpmorgan.com

Operations Contact

1111 Fannin St. 10th Floor

Houston, Texas 77002

Attention: Brandi Underwood

Telephone: 713-750-7923

Facsimile: 713-750-2938

Email: brandi.underwood@jpmorgan.com

REGIONS BANK

Credit Contact

417 North 20th Street

Birmingham, Alabama 35203

Attention: Jay Ingram

Telephone: 205-244-2772

Facsimile: 205-326-7788

Email: jay.ingram@regions.com

Operations Contact

201 Milan Parkway

Birmingham, Alabama 35211

Attention: Stephanie Reid

Telephone: 205-420-7736

Facsimile: 205-801-5250

Email: sncservices@regions.com

1(b)-4

BRANCH BANKING AND TRUST COMPANY

Credit Contact

200 West Second Street, 16th Floor

Winston-Salem, North Carolina 27101

Attention: Cory Boyte

Telephone: 336-733-2719

Facsimile: 336-733-2740

Email: cboyte@bbandt.com

Operations Contact

200 West Second Street, 16th Floor

Winston-Salem, North Carolina 27101

Attention: Liz Holder

Telephone: 336-733-2728

Facsimile: 336-733-2740

Email: lholder@bbandt.com

UBS LOAN FINANCE LLC

Credit Contact

677 Washington Boulevard, 6th Floor South

Stamford, Connecticut 06901

Attention: Deborah Porter

Telephone: 203-719-6391

Facsimile: 203-719-3888

Email: deborah.porter@ubs.com

Operations Contact

677 Washington Boulevard, 6th Floor South

Stamford, Connecticut 06901

Attention: Deborah Porter

Telephone: 203-719-6391

Facsimile: 203-719-3888

Email: deborah.porter@ubs.com

1(b)-5

U.S. BANK NATIONAL ASSOCIATION

Credit Contact

One U.S. Bank Plaza, SL-MO-T12M

Saint Louis, Missouri 63101

Attention: Joseph P. Howard

Telephone: 314-418-8247

Facsimile: 314-418-3859

Email: joseph.howard@usbank.com

Operations Contact

400 City Center

Oshkosh, Wisconsin 54901

Attention: Connie Sweeney

Telephone: 920-237-7604

Facsimile: 920-237-7993

Email: connie.sweeney@usbank.com

1(b)-6

SCHEDULE 2

TO SENIOR REVOLVING CREDIT FACILITY

ENVIRONMENTAL MATTERS

None.

2-1

SCHEDULE 3

TO SENIOR REVOLVING CREDIT FACILITY

FINANCIAL STATEMENTS, NO

LITIGATION AND CONTINGENT LIABILITIES

Financial Statements

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; and the Notes to Consolidated Financial Statements all incorporated by reference from the Parent’s Form 10-K dated December 31, 2006, filed February 28, 2007.

No Litigation; Material Contingent Liabilities

None.

3-1

SCHEDULE 4

TO SENIOR REVOLVING CREDIT FACILITY

LIENS

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

4-1

SCHEDULE 5

TO SENIOR REVOLVING CREDIT FACILITY

SUBSIDIARIES

PARENT

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

J.B. Hunt Corp., a Delaware corporation

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

L.A. Inc., an Arkansas corporation

FIS, Inc., a Nevada corporation

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

BORROWER

JBH Receivables LLC, a Delaware limited liability corporation

5-1

SCHEDULE 6

TO SENIOR REVOLVING CREDIT FACILITY

PRICING MATRIX

Pricing Tier	Facility Fee		Eurodollar Margin		Utilization Fee		Base Rate Margin

I	0.050	%	0.150	%	0.050	%	0.000	%
II	0.060	%	0.190	%	0.050	%	0.000	%
III	0.070	%	0.280	%	0.050	%	0.000	%
IV	0.100	%	0.400	%	0.100	%	0.000	%
V	0.125	%	0.500	%	0.125	%	0.000	%
VI	0.200	%	0.675	%	0.125	%	0.250	%

where Pricing Tier equals the applicable Rating Tier. As of the Effective Date, the applicable Pricing Tier will be [Rating Tier III]. A change in the applicable Pricing Tier will become effective as of the opening of business on the day on which such change in the Rating Tier becomes effective. The Borrower shall immediately notify the Administrative Agent of such change. The applicable Rating Tier shall be determined as follows:

Rating Tier				Ratings
I				A+/A1 or better
II				A/A2 to A-/A3
III				BBB+/Baal
IV				BBB/Baa2
V				BBB-/Baa3
VI				below BBB-/Baa3

where:

1. Ratings means the public rating, if any, assigned to the Parent’s senior, unsecured and unsupported long-term debt by S&P or Moody’s or any other nationally recognized debt rating agency, as the case may be.

2. If the ratings of such debt rating agencies do not fall within the same Rating Tier then the higher Rating Tier shall apply.

3. In the event a rating is not available from more than one debt rating agency, then the Rating Tier including the one available rating shall apply.

4. Utilization Fee applies if usage is greater than 50%.

6-1

EXHIBIT A

NOTE

, 200
New York, New York

FOR VALUE RECEIVED, the undersigned, J.B. Hunt Transport, Inc., a Georgia corporation (the “Borrower”), hereby promises to pay to the order of (the “Bank”), on the dates set forth in the Credit Agreement hereinafter referred to, the aggregate unpaid principal amount of the Committed Loans (as defined in such Credit Agreement) as may be borrowed by the Borrower from the Bank under the Credit Agreement. The Borrower may borrow, repay and reborrow hereunder in accordance with the provisions of the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the Borrower’s Committed Loans from time to time outstanding from the date hereof until payment in full at the rates per annum which shall be determined in accordance with the provisions of the Credit Agreement. Said interest shall be payable on each date provided for in the Credit Agreement; provided, however, that interest on any principal portion which is not paid when due shall be payable on demand.

All payments of principal and interest under this Note shall be made in immediately available funds at the office of Bank of America, N.A. (the “Administrative Agent”) at 101 N. Tryon Street, Charlotte, North Carolina 28255, or at such other place as the Administrative Agent shall notify the Borrower in writing.

This Note is one of the Notes referred to in, and is subject to the terms and provisions of, the Senior Revolving Credit Facility Agreement, dated as of March 29, 2007 (as amended or modified and in effect from time to time, the “Credit Agreement”), by and among the Borrower, J.B. Hunt Transport Services, Inc., the various financial institutions (including the Bank) party thereto and Bank of America, N.A., as Administrative Agent, to which Credit Agreement reference is hereby made for a statement of said terms and provisions.

Except as expressly otherwise provided in the Credit Agreement, the Borrower expressly waives (to the extent permitted by Applicable Law (as defined in the Credit Agreement)) any presentment, demand, protest or notice (including notice of acceleration and intent to accelerate) in connection with this Note.

THIS NOTE IS MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

Address:	J.B. HUNT TRANSPORT, INC.

615 J.B. Hunt Corporate Drive	By:
Lowell, Arkansas 72745	Name:
	Title:

A-1

LOANS AND PRINCIPAL PAYMENTS

Date

Amount of
Loan Made

Type of Loan
& Applicable
Interest Rate

Loan Period

Amount of
Principal
Repaid

Unpaid
Principal
Balance

Notation
Made By

The aggregate unpaid principal amount shown on this schedule shall be rebuttable presumptive evidence of the principal amount owing and unpaid on this Note. The failure to record the date and amount of any Committed Loan on this schedule shall not, however, limit or otherwise affect the Borrower’s obligations under the Credit Agreement or under this Note to repay the principal amount of the Borrower’s Committed Loans together with all interest accruing thereon, nor shall such failure affect the Borrower’s or any other Loan Party’s obligations under any other Loan Document.

A-2

EXHIBIT B

EXTENSION OF CREDIT REQUEST

Bank of America, N.A., as Administrative Agent
Credit Services Servicing Unit
101 N. Tryon Street, NC1-001-15-04
Charlotte, North Carolina 28255

Attention: Kathy Mumpower
Telephone No.: (704) 386-3767
Facsimile No.: (704) 409-0070

Re: Senior Revolving Credit Facility Agreement, dated as of March 29, 2007 (as amended or modified and in effect from time to time, the “Credit Agreement”), by and among J.B. Hunt Transport, Inc. (the “Borrower”), J.B. Hunt Transport Services, Inc. (the “Parent”), the various financial institutions party thereto and Bank of America, N.A., as Administrative Agent

Gentlemen/Ladies:

Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.

A. Borrowings, Conversions or Continuations. The Borrower hereby requests (select one):

¨ A Borrowing of Committed Loans ¨ A conversion or continuation of Loans

1. On _________________________ (a Business Day).

2. In the amount of $_______________.

3. Comprised of ______________________________.

[Type of Committed Loan requested]

4. For Eurodollar Rate Loans: with a Loan Period of ____________ months.

B. Total Outstandings. The undersigned represents and warrants that immediately following the making of the Extension(s) of Credit requested above,

(1) the aggregate principal amount of all outstanding Committed Loans will be $_________, which is equal to or less than the Total Commitment of $_________.

B-1

C. Proceeds. The proceeds of the Loans will be used for the following:

__________________________.

D. Other Representations and Warranties. The Borrower hereby expressly confirms the representations and warranties deemed to be made by operation of Section 11.1 of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed and delivered by its duly authorized officer this __ day of ______________, 200__.

B-2

EXHIBIT C

PARENT GUARANTY

THIS PARENT GUARANTY (this “Guaranty”) is made by the undersigned J.B. HUNT TRANSPORT SERVICES, INC., an Arkansas corporation, on this 29th day of March, 2007. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

WHEREAS, J.B. Hunt Transport, Inc., a Georgia corporation, as borrower (the “Borrower”), J.B. Hunt Transport Services, Inc., an Arkansas corporation, as the parent of the Borrower (the “Parent”) and Bank of America, N.A., as Administrative Agent and the financial institutions party thereto (all of such institutions, and all of their successors and assigns, collectively referred to as the “Banks” and individually referred to as a “Bank”) have entered into the Senior Revolving Credit Facility Agreement dated as of March 29, 2007 (as it may be amended or modified and in effect from time to time, the “Credit Agreement”) pursuant to which the Banks have agreed to make certain extensions of credit to the Borrower;

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the undersigned execute and deliver this Guaranty to the Administrative Agent for the benefit of the Banks and the Administrative Agent;

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to the Borrower under the Credit Agreement (together with all promissory notes or drafts issued thereunder and any other agreements, instruments, or documents now or hereafter entered into in connection with any of the foregoing, the “Loan Documents”) by the Banks, the undersigned hereby unconditionally guarantees the full and prompt payment in cash in full when due, whether by acceleration or otherwise, and at all times thereafter, of all monetary obligations of the Borrower to the Administrative Agent and each Bank, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, or now or hereafter existing or due or to become due under or in connection with the Loan Documents, including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. § 502(b) and § 506(b), in each case as the same may be amended, modified, extended or renewed from time to time (all such monetary obligations being hereinafter collectively called the “Liabilities”), and the undersigned further agrees to pay all reasonable expenses (including attorneys’ fees and legal expenses) paid or incurred by the Administrative Agent or any Bank in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty.

The undersigned agrees that, in the event of the dissolution or insolvency of the Borrower or the undersigned, or the inability or failure of the Borrower or the undersigned to pay debts as they become due, or an assignment by the Borrower or the undersigned for the benefit of creditors, or the commencement of any case or proceeding in respect of the Borrower or the undersigned under any bankruptcy, insolvency or similar law, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the undersigned will pay to

C-1

the Administrative Agent forthwith the full amount which would be payable hereunder by the undersigned if all Liabilities were then due and payable.

This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty of payment, and not a guaranty of collection, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the undersigned or that at any time or from time to time all Liabilities may have been paid in full and the Commitments of the Banks terminated), until all Liabilities (including any extensions or renewals of any thereof) and all interest thereon and all expenses (including attorneys’ fees and legal expenses) paid or incurred by the Administrative Agent or any Bank in endeavoring to collect the Liabilities and in enforcing this Guaranty shall have been finally paid in full in cash.

The undersigned further agrees that, if at any time all or any part of any payment theretofore applied by the Administrative Agent or any Bank to any of the Liabilities is or must be rescinded or returned for any reason whatsoever (including the, insolvency, bankruptcy or reorganization of the Borrower), such Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall continue to be effective or be reinstated, as the case may he, as to such Liabilities, all as though such application had not been made.

The Administrative Agent and each Bank may, from time to time, at its sole discretion and without notice to or consent of the undersigned, take any or all of the following actions without impairing the obligation of the undersigned under this Guaranty: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for one or more periods (whether or not longer than the original period), alter, modify, amend or exchange any of the Liabilities, or release or compromise any obligation of undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities or the Loan Documents, and (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property. The Administrative Agent or any Bank may, from time to time in its sole discretion and without notice to the undersigned, resort to the undersigned for payment of any of the Liabilities, whether or not the Administrative Agent or such Bank (i) shall have resorted to any property securing any of the Liabilities or any obligation hereunder or (ii) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this paragraph being hereby expressly waived by the undersigned to the extent permitted by Applicable Law).

Any amount received by the Administrative Agent or the Banks from whatsoever source on account of the Liabilities shall be applied in reduction of the Liabilities in such order of application as the Banks may from time to time agree.

C-2

The undersigned hereby irrevocably waives, to the extent permitted by Applicable Law and until the Liabilities have been paid in full in cash and the Commitments have been terminated, any claim or other right which it may now possess or hereafter acquire against the Borrower that may arise from the existence, payment, performance, or enforcement of the undersigned’s obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, any right to participate in any claim or remedy of the Administrative Agent or any Bank against the Borrower or any collateral which the Administrative Agent or any Bank now has or hereafter acquires, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law, including the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by setoff or in any manner, payment or security on account of such claim or other right. If any amount shall be paid to the undersigned in violation of the preceding sentence and the Liabilities shall not have been paid in cash in full, such amount shall be deemed to have been paid to the undersigned for the benefit of, and held in trust for, the Administrative Agent and each Bank, and shall forthwith be paid to the Administrative Agent for the benefit of the Administrative Agent and each Bank to be credited and applied to the Liabilities, whether matured or unmatured. The undersigned acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits.

The undersigned hereby expressly waives, to the extent permitted by Applicable Law: (a) notice of the acceptance by the Administrative Agent or any of the Banks of this Guaranty, (b) notice of the existence or creation or non-payment of all or any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in collection or protection of or realization upon the Liabilities or any portion thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing.

The creation or existence, with or without notice to or consent of the undersigned, from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited shall not in any way affect or impair the rights of the Administrative Agent and the Banks and the obligations of the undersigned under this Guaranty.

Upon any assignment or transfer from time to time by any Bank of all or any portion of the Liabilities owed to such Bank pursuant to the provisions of Section 14.10 of the Credit Agreement, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were the original Bank to which such assigned or transferred Liabilities were owed. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent in accordance with Section 13.6 of the Credit Agreement, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and obligations hereunder of Bank of America in its capacity as Administrative Agent (or any successor of Bank of America hereunder, as the case may be) and Bank of America (or any successor of Bank of America hereunder, as the case may be) shall be discharged from any obligations it may have hereunder.

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No delay on the part of the Administrative Agent or any Bank in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any Bank of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding upon any Bank except as expressly set forth in a writing duly signed and delivered on behalf of such Bank. No action of the Administrative Agent or any Bank permitted hereunder shall in any way affect or impair the rights of the Administrative Agent or such Bank or the obligations of the undersigned under this Guaranty. For the purposes of this Guaranty, Liabilities shall include all obligations of the Borrower to the Administrative Agent and each of the Banks under and in connection with the Loan Documents, notwithstanding any defense, offset or counterclaim (whether based on commercial tort or any other theory) which the Borrower or the undersigned may have against any Bank or the Administrative Agent, including any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of the undersigned hereunder. The obligations of the undersigned under this Guaranty shall be absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of the undersigned. The undersigned hereby acknowledges that there are no conditions to the effectiveness of this Guaranty.

The undersigned hereby warrants and represents to the Administrative Agent and the Banks that the undersigned now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Borrower. The Administrative Agent and the Banks shall have no duty or responsibility to provide the undersigned with any credit or other information concerning the affairs, financial condition or business of the Borrower which may come into the Administrative Agent’s or any Bank’s possession.

The undersigned hereby further warrants and represents to the Administrative Agent and the Banks that (a) the execution and delivery of this Guaranty, and the performance by the undersigned of its obligations hereunder, are within the corporate right, power, authority and capacity of the undersigned and have been duly authorized by all necessary corporate action on the part of the undersigned, and (b) this Guaranty has been duly executed and delivered on behalf of the undersigned and is the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ or secured creditors’ rights generally), the making and performance of which do not and will not contravene or conflict with the charter or by-laws of the undersigned or violate or constitute a default under any law, any presently existing requirement or restriction imposed by any judicial, arbitral or governmental instrumentality or any agreement, instrument or indenture by which the undersigned is bound.

The undersigned further warrants and represents that it has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is now solvent and able to pay its respective debts as they mature, and it now owns property

C-4

having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay its existing debts.

The undersigned hereby covenants and agrees that, without the prior written consent of the Banks, it will not (a) sell, transfer, assign, pledge or convey (other than to the Borrower) any shares of the capital stock of any Subsidiary of the undersigned or (b) sell, transfer, assign or convey (other than in the ordinary course of business or in connection with Permitted Liens granted thereon) any property or asset of the undersigned.

Anything else in this Guaranty notwithstanding, the undersigned shall be liable under this Guaranty only for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to the undersigned, voidable under applicable law relating to fraudulent obligations, fraudulent conveyance or fraudulent transfer, and not for any greater amount.

All payments by the undersigned to any recipient (each, a “Recipient”) hereunder shall be made without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient or its income, property, assets or franchises (such Recipient’s “Recipient Taxes”), except to the extent that such withholding or deduction (a) is required by Applicable Law, (b) results from the breach by such Recipient of its Exemption Agreement, if any, (c) would not be required if such Recipient’s Exemption Representation were true, or (d) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) of the Credit Agreement claiming complete exemption were true and accurate at the time of the delivery thereof. If any such withholding or deduction is required by Applicable Law, the undersigned will:

(i) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authorities;

(ii) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent or such Bank evidencing such payment to such authorities; and

(iii) except to the extent that such withholding or deduction (A) is for Excluded Taxes, (B) results from the breach by a Recipient of its Exemption Agreement, if any, (C) would not be required if such Recipient’s Exemption Representation were true or (D) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) of the Credit Agreement claiming complete exemption were true and accurate at the time of the delivery thereof, pay to the Administrative Agent for the account of the relevant Recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required.

Upon the occurrence of any Default described in Section 12.1 (f) or Section 12.1(g) of the Credit Agreement, or of any acceleration of the Notes pursuant to Section 12.2 of the Credit

C-5

Agreement, each Bank is hereby authorized, at any time and from time to time, without notice to the undersigned (any such notice being expressly waived by the undersigned to the fullest extent permitted by Applicable Law), to the fullest extent permitted by Applicable Law, to set off, to exercise any banker’s lien or any other right of attachment or garnishment and apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies at any time held and other indebtedness at any time owing by such Bank to or for the account of the undersigned against any and all Bank Obligations owing by any Loan Party held by such Bank (subject to the provisions of Section 13.4 of the Credit Agreement), whether or not such Bank has made any demand under or with respect to any of such Bank Obligations and although such Bank Obligations may be unmatured. Promptly following such action, each such Bank shall give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice thereof to the undersigned and each Bank, but failure to do so shall not impair the effect of such action. Subject to the foregoing provisions of this paragraph, the rights of the Banks under this paragraph are in addition to, in augmentation of, and do not derogate from or impair, any other right and remedy (including any right of setoff) which the Banks may have.

This Guaranty shall be binding upon the undersigned, and upon the successors and assigns of the undersigned. The undersigned may not assign any of its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Banks.

THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

THE UNDERSIGNED HEREBY EXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

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ANY SUIT, ACTION OR PROCEEDING AGAINST THE UNDERSIGNED WITH RESPECT TO THIS GUARANTY OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK OR IN THE UNITED STATES COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AS THE ADMINISTRATIVE AGENT AND THE BANKS IN THEIR DISCRETION MAY ELECT AND THE UNDERSIGNED HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE UNDERSIGNED HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE SERVED UPON THE PROCESS AGENT, AND THE UNDERSIGNED HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT IN THE NAME, PLACE AND STEAD OF THE UNDERSIGNED TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES. THE UNDERSIGNED HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY BANK BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE UNDERSIGNED’S ADDRESS SET FORTH NEXT TO ITS SIGNATURE BELOW. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE LOAN DOCUMENTS BROUGHT IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

	J.B. HUNT TRANSPORT SERVICES, INC.


	By:
	Name:
	Title:



	Address:

	615 J.B. Hunt Corporate Drive
	Lowell, Arkansas 72745

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EXHIBIT D-1

OFFICER’S CERTIFICATE
J.B. HUNT TRANSPORT, INC.

The undersigned, __________________, ____________________(1) of J.B. Hunt Transport, Inc., a Georgia corporation (the “Borrower”), pursuant to that certain Senior Revolving Credit Facility Agreement, dated as of March 29, 2007 (the “Credit Agreement”), by and among the Borrower, J.B. Hunt Transport Services, Inc. (the “Parent”), the various financial institutions party thereto and Bank of America, N.A., as Administrative Agent, does hereby certify as follows:

(i) attached hereto as Attachment A is a true, correct and complete copy of the Certificate of Incorporation of the Borrower and each amendment, if any, thereto, as filed with the Secretary of State of the State of Georgia;

(ii) attached hereto as Attachment B is a true, correct and complete copy of resolutions duly adopted at a meeting of the Board of Directors of the Borrower convened and held on March __, 2007, which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect;

(iii) attached hereto as Attachment C is a true, correct and complete copy of the Bylaws of the Borrower as in effect on the date hereof,

(iv) the persons named below, constituting the only persons executing, on behalf of the Borrower, the Credit Agreement and each other document delivered in connection therewith to which the Borrower is a party, were when executing such documents, and have been at all times since, to and including the date hereof, duly elected or appointed and qualified officers of the Borrower, holding the offices and having the signatures set forth opposite their names below:

Name	Office	Signature

(v) no event or events have occurred and are continuing since December 31, 2006 and no condition exists which has had or could reasonably be expected to have a Materially Adverse Effect, except as disclosed in the Credit Agreement; and

(vi) the representations and warranties on the part of the Borrower contained in the Credit Agreement are true and correct in all material respects as of the date hereof.

(1) President, Vice President, Treasurer, Secretary, or Assistant Secretary.

D1-1

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement.

I hereby certify that ____________ is the duly elected or appointed and qualified ___________ of the Borrower and that the signature immediately above is his (her) signature.

		Name:
		Title:

D1-2

EXHIBIT D-2

OFFICER’S CERTIFICATE
J.B. HUNT TRANSPORT SERVICES, INC.

The undersigned, ___________________, _______________________(2) of J.B. Hunt Transport Services, Inc., an Arkansas corporation (the “Company”), pursuant to that certain Senior Revolving Credit Facility Agreement, dated as of March 29, 2007 (the “Credit Agreement”), by and among J.B. Hunt Transport, Inc., a Georgia corporation (the “Borrower”), the Company, the various financial institutions party thereto and Bank of America, N.A., as Administrative Agent, does hereby certify as follows:

(i) attached hereto as Attachment A is a true, correct and complete copy of the Certificate of Incorporation of the Company and each amendment, if any, thereto, as filed with the Secretary of State of the State of Arkansas;

(ii) attached hereto as Attachment B is a true, correct and complete copy of resolutions duly adopted at a meeting of the Board of Directors of the Company convened and held on March __, 2007, which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect;

(iii) attached hereto as Attachment C is a true, correct and complete copy of the Bylaws of the Company as in effect on the date hereof;

(iv) the persons named below, constituting the only persons executing, on behalf of the Company, the Loan Documents (as defined in the Credit Agreement) to which the Company is a party, were when executing such documents, and have been at all times since, to and including the date hereof, duly elected or appointed and qualified officers of the Company, holding the offices and having the signatures set forth opposite their names below:

(vi) the representations and warranties on the part of the Company contained in the Parent Guaranty are true and correct in all material respects as of the date hereof.

(2) President, Vice President, Treasurer, Secretary, or Assistant Secretary.

D2-1

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement.

I hereby certify that ____________ is the duly elected or appointed and qualified ___________ of the Borrower and that the signature immediately above is his (her) signature.

	Name:

	Title:

D2-2

EXHIBIT E

FORM OF OPINION

FROM MITCHELL, WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C.

[TO BE INSERTED]

E-1-1

EXHIBIT F

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 8.1 of the Senior Revolving Credit Facility Agreement, dated as of March 29, 2007 (as from time to time amended, modified or supplemented, the “Credit Agreement”), by and among J.B. Hunt Transport, Inc. (the “Borrower”), J.B. Hunt Transport Services, Inc. (the “Parent”), the various financial institutions party thereto and Bank of America, N.A., as Administrative Agent. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.

1. The Parent hereby certifies and warrants that as of the date of this Compliance Certificate, except as described below, no Default exists or is continuing. The Parent further certifies and warrants that, as of the dates set forth below:

(a) As of the last day of the last Fiscal Quarter, Permitted Investments other than Permitted Investments under paragraphs (a)-(i) in the definition thereof were approximately, and in any event not more than, $ , which amount, together with the amount of all Guaranties (other than Guaranties by the Parent of Indebtedness of the Borrower), is less than 10% of Net Worth ($ );

(b) At , 200 , the Debt to Cash Flow Ratio was approximately , and in any event not greater than, 3.00 to 1.00, computed as follows:

	Total Indebtedness	$

	Total Cash Flow:	$
	Net Income ($ ), plus
	Interest Expense ($ ), plus
	taxes ($ ), plus depreciation
	and amortization ($ ), plus
	Rentals ($ )

(c) At , 200 , the Fixed Charge Coverage Ratio was approximately , and in any event not less than, 1.25 to 1.0, computed as follows:

	Net Income ($ ), plus
	taxes ($ ), plus Interest
	Expense ($ ), plus
	Rentals ($ ):	$

	Interest Expense ($ ),
	plus Rentals ($ ):	$

F-1

2. A Default exists as follows:

(a) Nature of Default:



		.

(b) Period of existence of Default:

In witness whereof, the Parent has caused this Compliance Certificate to be executed and delivered, and the certifications and warranties contained herein to be made, by the President of the Parent or other officer specified below, this day of , 200 .

F-2

EXHIBIT G

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the revolving credit facility and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:	______________________________

2.	Assignee:	______________________________	[and is an Affiliate/Approved Fund of [identify Bank](3)]

3.	Borrower(s):	______________________________

4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement: Credit Agreement, dated as of ________, 2005, among J.B. HUNT TRANSPORT, INC., J.B. HUNT TRANSPORT SERVICES, INC., the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent

(3) Select as applicable.

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Assigned Interest:

Aggregate Amount of Commitment for all Banks*	Amount of Commitment Assigned*	Percentage Assigned of Commitment(4)		CUSIP Number
$	$		%
$	$		%
$	$		%

[7.

Trade Date:

](5)

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

		ASSIGNOR

		[NAME OF ASSIGNOR]

		By:
				Title:

		ASSIGNEE

		[NAME OF ASSIGNEE]

		By:
				Title:

* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(4) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks thereunder.

(5) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

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[Consented to and](6) Accepted:
BANK OF AMERICA, N.A., as
Administrative Agent

By:
	Title:

[Consented to:](7)

By:
	Title:

(6) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

(7) To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim created by it and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, and (v) if it is a non-US Bank, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the

G-4

Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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