HUB GROUP, INC.
HUB CITY TERMINALS, INC.
AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank LaSalle Bank National Association
Chicago, Illinois Chicago, Illinois
U.S. Bank National Association National City Bank
Des Plaines, Illinois Cleveland, Ohio
Firstar Bank, N.A.
Milwaukee, Wisconsin
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
April 30, 1999 (the "CREDIT AGREEMENT"), as amended and currently in effect, by
and among Hub Group, Inc. (the "PUBLIC HUB COMPANY"), Hub City Terminals, Inc.
for itself and as successor by merger to Hub Holdings, Inc. ("HUB CHICAGO";
together with the Public Hub Company, the "BORROWERS") and you (the "LENDERS").
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement.
The Borrowers and the Required Lenders have agreed to amend the Capital
Expenditures financial covenant contained in the Credit Agreement and at the
Borrowers' request, the Agent and Required Lenders have agreed to approve the
increase of the interest rate of the Senior Note Offering under the terms and
conditions set forth in this amendment (herein, the "AMENDMENT").
1. AMENDMENT.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, Section 7.26 of the Credit Agreement shall be amended and as so
amended shall be restated in its entirety to read as follows:
"7.26. CAPITAL EXPENDITURES. The Hub Group shall not
expend or become obligated for Capital Expenditures during the
fiscal year ending December 31, 2001 in an aggregate amount in
excess of $12,000,000 and shall not expend or become obligated
for Capital Expenditures during the fiscal year ending
December 31, 2002 in an aggregate amount in excess of
$15,000,000."
2. INCREASE IN INTEREST RATE OF SENIOR NOTE OFFERING.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the increase in the pre-default interest rate applicable to the
Senior Note Offering, from 8.64% to 9.14%, is hereby approved by the Agent and
Required Lenders.
3. CONDITIONS PRECEDENT.
The effectiveness of the amendment made in Section 1 and the approval
made in Section 2 of this Amendment are subject to the satisfaction of all of
the following conditions precedent:
3.01. The Borrowers, the Guarantors and the Required Lenders shall
have executed and delivered this Amendment.
3.02. The Senior Note Offering shall have been modified by written
instrument (the "SENIOR NOTE AMENDMENT") in form and substance reasonably
satisfactory to the Agent and Required Lenders to effect a waiver and
modification of the terms and conditions thereof such that the same are no more
burdensome on the Borrowers than the corresponding provisions of the Credit
Agreement after giving effect to the modifications contemplated by this
Amendment.
3.03. After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing as of the date this Amendment
would otherwise take effect.
4. MISCELLANEOUS.
4.01. Each Borrower and each Guarantor acknowledges and agrees that,
except as modified by this Amendment, all of the Loan Documents to which it is a
party remain in full force and effect for the benefit and security of, among
other things, the Obligations as modified hereby. Each Borrower and each
Guarantor further acknowledges and agrees that all references in such Loan
Documents to the Obligations shall be deemed a reference to the Obligations as
so modified. Each Borrower and each Guarantor further agrees to execute and
deliver any and all instruments or documents as may be reasonably required by
the Agent or the Required Lenders to confirm any of the foregoing.
4.02. Except as specifically amended hereby, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as
specifically amended hereby.
4.03. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
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taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
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Dated as of February 26, 2001.
HUB GROUP, INC., a Borrower
HUB CITY TERMINALS, INC., a Borrower
By
David P. Yeager
Chief Executive Officer for each of
the above Companies
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GUARANTORS' CONSENT
The undersigned heretofore executed and delivered to the Lenders the
Guaranty Agreement. The undersigned hereby consent to the Amendment to the
Credit Agreement as set forth above and confirm that the Guaranty Agreement and
all of the obligations of the undersigned thereunder remain in full force and
effect. The undersigned further agree that their consent to any further
amendments to the Credit Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the
Guaranty Agreement. Without limiting the generality of the foregoing, each of
the undersigned limited liability companies (other than HLX Company, L.L.C.,
Quality Services, L.L.C., Quality Services of Kansas, L.L.C., Quality Services
of New Jersey, L.L.C, Q.S. of Illinois, L.L.C. and Q.S. of Georgia, L.L.C.)
acknowledge and agree that it (i) was previously organized as and is the same
entity as the limited partnership listed in the parenthesis next to its name
below and that executed the Guaranty Agreement and (ii) is liable on the
Guaranty Agreement to the same extent, and with the same force and effect, as if
it had originally executed the Guaranty Agreement in the place and stead of its
respective converting limited partnership.
HUB CHICAGO HOLDINGS, INC., a
Guarantor
By
David P. Yeager
Chief Executive Officer for each of
the above Companies
HLX COMPANY, L.L.C., a Guarantor
By
David P. Yeager
Vice Chairman and Chief Executive
Officer
QSSC, INC.
QUALITY SERVICES, L.L.C.,
QUALITY SERVICES OF KANSAS, L.L.C.
QUALITY SERVICES OF NEW JERSEY,
L.L.C.
Q.S. OF ILLINOIS, L.L.C.
Q.S. OF GEORGIA, L.L.C.
By
David P. Yeager
Chief Executive Officer for each of
the above Guarantors
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HUB GROUP ALABAMA, LLC (formerly
known as Hub City Alabama, L.P.)
HUB GROUP ATLANTA, LLC (formerly
known as Hub City Atlanta, L.P.)
HUB GROUP BOSTON, LLC (formerly known
as Hub City Boston, L.P.)
HUB GROUP CANADA, L.P. (formerly
known as Hub City Canada, LLC)
HUB GROUP CLEVELAND, LLC (formerly
known as Hub City Cleveland, L.P.)
HUB GROUP DETROIT, LLC (formerly
known as Hub City Detroit, L.P.)
HUB GROUP FLORIDA, LLC (formerly
known as Hub City Florida, L.P.)
HUB GROUP GOLDEN GATE, LLC (formerly
known as Hub City Golden Gate,
L.P.)
HUB GROUP INDIANAPOLIS, LLC (formerly
known as Hub City Indianapolis,
L.P.)
HUB GROUP KANSAS CITY, LLC (formerly
known as Hub City Kansas City,
L.P.)
HUB GROUP LOS ANGELES, LLC (formerly
known as Hub City Los Angeles,
L.P.)
HUB GROUP MID ATLANTIC, LLC (formerly
known as Hub City Mid Atlantic,
L.P.)
HUB GROUP NEW ORLEANS, LLC (formerly
known as Hub City New Orleans,
L.P.)
HUB GROUP NEW YORK STATE, LLC
(formerly known as Hub City New
York State, L.P.)
HUB GROUP NEW YORK-NEW JERSEY, LLC
(formerly known as Hub City New
York-New Jersey, L.P.)
HUB GROUP NORTH CENTRAL, LLC
(formerly known as Hub City North
Central, L.P.)
HUB GROUP OHIO, LLC (formerly known
as Hub City Ohio, L.P.)
HUB GROUP PHILADELPHIA, LLC
(formerly known as Hub City
Philadelphia, L.P.)
HUB GROUP PITTSBURGH, LLC (formerly
known as Hub City
Pittsburgh, L.P.)
HUB GROUP PORTLAND, LLC (formerly
known as Hub City Portland, L.P.)
HUB GROUP ST. LOUIS, LLC (formerly
known as Hub City St. Louis, L.P.)
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HUB GROUP TENNESSEE, LLC (formerly
known as Hub City Tennessee, L.P.)
HUB CITY TEXAS, L.P.
By __________________________________
David P. Yeager
Chief Executive Officer for each
of the above Guarantors
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Accepted and agreed to as of the date and year last above written.
HARRIS TRUST AND SAVINGS BANK
By
Name:_______________________________
Title:______________________________
U.S. BANK NATIONAL ASSOCIATION
By
Name:_______________________________
Title:______________________________
FIRSTAR BANK, N.A.
By
Name:_______________________________
Title:______________________________
LASALLE BANK NATIONAL ASSOCIATION
By
Name:_______________________________
Title:______________________________
NATIONAL CITY BANK
By
Name:_______________________________
Title:______________________________
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