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.
Substantially concurrently herewith, the Hub Group is restating
earnings for their 1999 and 2000 fiscal years and adjusting earnings for their
2001 fiscal year. As a result of such restatements and adjustments, (i) the Hub
Group will have been in default of their obligations under Section 7.8 (Fixed
Charge Coverage Ratio) for the fiscal quarters ending March 31, 2000, September
30, 2000 and December 31, 2000, Section 7.9 (Minimum EBITDAM) for the fiscal
quarters ending September 30, 2000 and December 31, 2000 and Section 7.10 (Cash
Flow Leverage Ratio) for the fiscal quarters ending June 30, 2000, September 30,
2000, December 31, 2000 and September 30, 2001 (collectively, the "RESTATEMENT
DEFAULTS") and (ii) the Borrowers have underpaid interest on the Loans during
the third fiscal quarter of 1999, the second and fourth fiscal quarters of 2000
and the second fiscal quarter of 2001 due to the Applicable Margins being set at
inappropriate status levels. The Borrowers have requested that the Lenders waive
the Restatement Defaults and make certain other amendments to the Credit
Agreement, and the Lenders are willing to do so under the terms and conditions
set forth in this amendment (herein, the "AMENDMENT").
1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
1.01. Each of Sections 7.8, 7.9 and 7.10 of the Credit Agreement shall be
and hereby is amended by adding the following sentence immediately at the end
thereof:
"Notwithstanding anything contained in this Agreement to the
contrary, for purposes of computing the Hub Group's compliance
with this Section, the Hub Group's adjustment of earnings for
the 2001 fiscal year (which was an aggregate EBITDAM
adjustment of $1,800,000 for such year) shall be treated as if
such adjustment had occurred evenly in each fiscal quarter of
such year (I.E. $450,000 per fiscal quarter)."
1.02. The definition of "APPLICABLE MARGIN" appearing in Section 4.1 of
the Credit Agreement shall be amended by inserting the following new sentence at
the end thereof:
"Notwithstanding anything herein to the contrary, the
Applicable Margin in effect from January 1, 2002 through
September 30, 2002 shall not be less than the Applicable
Margin for Level III Status."
2. WAIVER.
The Borrowers acknowledge that prior to giving effect to this
Amendment, the Borrowers are in default of their obligations under Sections 7.8,
7.9 and 7.10 of the Credit Agreement by reason of the Restatement Defaults. Upon
the effectiveness of this Amendment as hereinafter set forth, the Lenders hereby
waive the Restatement Defaults. The foregoing waiver is expressly limited to the
matters stated herein.
3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is 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 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. The Borrowers shall have paid to the Agent, for the benefit of the
Lenders, the difference in interest that the Borrowers should have paid to the
Lenders in the third fiscal quarter of 1999, the second and fourth fiscal
quarters of 2000 and the second fiscal quarter of 2001 had the Applicable
Margins been set at the appropriate status levels during such periods.
3.04. The Borrowers shall have paid to the Agent, for the ratable benefit
of the Lenders which have executed and delivered to counsel for the Agent a
counterpart of this Amendment no later than 5:00 p.m. (Chicago time) on March
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27, 2002, an amendment fee in an amount equal to 0.2% of such executing Lenders'
Revolving Credit Commitments and outstanding Term Loans (the "AMENDMENT FEE"),
such Amendment Fee to be fully earned and due and payable to such executing
Lenders upon such Lenders' execution of this Amendment
3.05. The Agent shall have received copies, executed or certified (as may
be appropriate), of the resolutions or consents of the board of directors or
other governing body of the Borrowers authorizing the execution, delivery and
performance of this Amendment and the Senior Note Amendment, indicating the
authorized signers of this Amendment and the Senior Note Amendment and the
specimen signatures of such signers.
3.06. Legal matters incident to the execution and delivery of this
Amendment and the Senior Note Amendment shall be reasonably satisfactory to the
Agent and its counsel.
4. CONDITION SUBSEQUENT.
As soon as possible, but not later than April 10, 2002, the Borrowers
shall furnish to the Agent a copy of the consolidated balance sheet of the Hub
Group as of the close of the 2001 fiscal year and the consolidated statements of
income, retained earnings and cash flows of the Hub Group for such period, and
accompanying notes thereto, each in reasonable detail showing in comparative
form the figures for the previous fiscal year, accompanied by an unqualified
opinion thereon of Arthur Andersen LLP or another firm of independent public
accountants of recognized national standing, to the effect that the financial
statements have been prepared in accordance with GAAP and present fairly in
accordance with GAAP the consolidated financial condition of the Hub Group as of
the close of such fiscal year and the results of their operations and cash flows
for the fiscal year then ended, and otherwise in conformity with Section 7.5(b)
of the Credit Agreement. The Borrowers acknowledge and agree that the failure to
deliver such financial statements and audit report by April 10, 2002 shall
constitute an immediate Event of Default.
5. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Borrowers hereby represent to the Lenders that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and remain true and correct in all material respects (except to the extent
the same expressly relate to an earlier date and except that for purposes of
this paragraph the representations contained in Section 5.5 shall be deemed to
refer to the most recent financial statements of the Public Hub Company
delivered to the Lenders) and the Borrowers are in full compliance with all of
the terms and conditions of the Credit Agreement after giving effect to this
Amendment and no Default or Event of Default (other than the Restatement
Defaults) has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
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6. MISCELLANEOUS.
6.01. 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.
6.02. 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.
6.03. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
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.
6.04. The Borrowers agree to pay, jointly and severally, all reasonable
out-of-pocket costs and expenses incurred by the Agent in connection with the
preparation, execution and delivery of this Amendment and the documents and
transactions contemplated hereby, including the reasonable fees and expenses of
counsel for the Agent with respect to the foregoing.
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Dated as of March 27, 2002.
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.
HUB CHICAGO HOLDINGS, INC., a Guarantor
By
David P. Yeager
Chief Executive Officer
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
HUB GROUP ALABAMA, LLC
HUB GROUP ATLANTA, LLC
HUB GROUP BOSTON, LLC
HUB GROUP CANADA, L.P.
HUB GROUP CLEVELAND, LLC
HUB GROUP DETROIT, LLC
HUB GROUP FLORIDA, LLC
HUB GROUP GOLDEN GATE, LLC
HUB GROUP INDIANAPOLIS, LLC
HUB GROUP KANSAS CITY, LLC
HUB GROUP LOS ANGELES, LLC
HUB GROUP MID ATLANTIC, LLC
HUB GROUP NEW ORLEANS, LLC
HUB GROUP NEW YORK STATE, LLC
HUB GROUP NEW YORK-NEW JERSEY, LLC
HUB GROUP NORTH CENTRAL, LLC
HUB GROUP OHIO, LLC
HUB GROUP PHILADELPHIA, LLC
HUB ROUP PITTSBURGH, LLC
HUB GROUP PORTLAND, LLC
HUB GROUP ST. LOUIS, LLC
HUB GROUP TENNESSEE, LLC
HUB CITY TEXAS, L.P.
HUB GROUP TRANSPORT, LLC
HUB GROUP ASSOCIATES, INC.
HUB FREIGHT SERVICES, INC.
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:_____________________________________