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HUB GROUP, INC.
and
HUB CITY TERMINALS, INC.
-----------------------------------
SIXTH AMENDMENT
Dated as of October 15, 2002
to
NOTE PURCHASE AGREEMENTS
Dated as of June 15, 1999
-----------------------------------
Re: $50,000,000 9.14% Senior Notes
Due June 25, 2009
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SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS SIXTH AMENDMENT dated as of October 15, 2002 (the or this "SIXTH
AMENDMENT") to the Note Purchase Agreements each dated as of June 15, 1999, as
amended by the First Amendment to Note Purchase Agreements dated as of February
26, 2001, the Second Amendment to Note Purchase Agreements dated as of March 30,
2001, the Third Amendment to Note Purchase Agreements dated as of November 8,
2001, the Fourth Amendment to Note Purchase Agreements dated as of March 27,
2002 and the Fifth Amendment to Note Purchase Agreements dated as of August 14,
2002, among HUB GROUP, INC., a Delaware corporation ("PUBLIC HUB COMPANY"), HUB
CITY TERMINALS, INC., a Delaware corporation, for itself and as successor by
merger to Hub Holdings, Inc. ("HUB CHICAGO"; Public Hub Company and Hub Chicago
being individually referred to herein as an "OBLIGOR" and collectively as the
"OBLIGORS"), and each of the institutions which is a signatory to this Sixth
Amendment (collectively, the "NOTEHOLDERS").
RECITALS:
A. The Obligors and each of the Noteholders have heretofore entered
into separate and several Note Purchase Agreements, each dated as of June 15,
1999 (as amended by the First Amendment to Note Purchase Agreements dated as of
February 26, 2001, the Second Amendment to Note Purchase Agreements dated as of
March 30, 2001, the Third Amendment to Note Purchase Agreements dated as of
November 8, 2001, the Fourth Amendment to Note Purchase Agreements dated as of
March 27, 2002 and the Fifth Amendment to Note Purchase Agreements dated as of
August 14, 2002, collectively, the "NOTE PURCHASE AGREEMENTS"). The Obligors
have heretofore issued the $50,000,000 9.14% Senior Notes Due June 25, 2009 (the
"NOTES") pursuant to the Note Purchase Agreements.
B. The Obligors and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter
set forth.
C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreements unless herein defined or the
context shall otherwise require.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this Sixth Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Sixth Amendment set forth in
SECTION 3.1 hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Obligors and the
Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
SECTION 1.1. The definition of "CONSOLIDATED EBITDA" appearing in
Schedule B to the Note Purchase Agreements shall be amended and restated in its
entirety to read as follows:
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"CONSOLIDATED EBITDA" for any period means the sum of (a)
Consolidated Net Income during such period PLUS (to the extent deducted
in determining Consolidated Net Income), (b) all provisions for any
Federal, state or local income taxes made by the Public Hub Company and
the Restricted Subsidiaries during such period, (c) all provisions for
depreciation and amortization (other than amortization of debt
discount) made by the Public Hub Company and the Restricted
Subsidiaries during such period, (d) Consolidated Interest Expense
during such period, (e) Minority Interest Expense, (f) if such period
includes the fiscal quarters of the Public Hub Company ending on
December 31, 2000 or March 31, 2001, non-cash charges during such
quarters on the books of the Public Hub Company and its Restricted
Subsidiaries in accordance with GAAP aggregating up to $5,100,000 (for
both such quarters taken together), (g) all other non-cash charges
during such period on the books of the Public Hub Company and its
Restricted Subsidiaries in accordance with GAAP to the extent the
aggregate amount of such other non-cash charges do not exceed
$2,500,000 during any period of four consecutive fiscal quarters of the
Public Hub Company (prorated appropriately downward (or upward) for any
shorter (or longer) period), (h) if such period includes the fiscal
quarters of the Public Hub Company ending on December 31, 2000 March
31, 2001 or June 30, 2001, severance payments made during such quarters
aggregating up to $1,200,000 (for all such quarters taken together),
(i) if such period includes the fiscal quarters of the Public Hub
Company ending on March 31, 2001, June 30, 2001, September 30, 2001 or
December 31, 2001, severance payments (in addition to those accounted
for in clause (h) above) made during such quarters aggregating up to
$600,000 (for all four such quarters taken together), (j) if such
period includes the fiscal quarter of the Public Hub Company ending on
September 30, 2001, the write-off of the receivable due from Cho Yang
Shipping Co., Ltd. during such quarter on the books of the Public Hub
Company and its Restricted Subsidiaries in an amount not in excess of
$4,740,000 and (k) if such period includes the fiscal quarter of the
Public Hub Company ending on December 31, 2002 or March 31, 2003,
restructuring charges during such quarter on the books of the Public
Hub Company and its Restricted Subsidiaries in accordance with GAAP
(including cash severance payments) in an aggregate amount not in
excess of $1,000,000. For purposes of calculations under SECTION 10.3,
Consolidated EBITDA shall be adjusted for the period in respect of
which any such calculation is being made to give effect to (i) the
audited "EBITDA" (determined in a manner consistent with the definition
of "Consolidated EBITDA" contained in this Agreement) of any business
entity acquired by the Public Hub Company or any Restricted Subsidiary
(the "ACQUIRED Business") and (ii) all Debt incurred by the Public Hub
Company or any Restricted Subsidiary in connection with such
acquisition, and shall be computed as if the Acquired Business had been
a Restricted Subsidiary throughout the period and all Debt incurred in
connection with such acquisition had been incurred at the beginning of
such period in respect of which such calculation is being made. Without
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limiting the foregoing, Consolidated EBITDA shall also be adjusted for
the period in respect of which any such calculation is being made to
eliminate (1) the audited "EBITDA" of any Subsidiary or other property
or assets disposed of by the Public Hub Company or any Restricted
Subsidiary (the "TRANSFERRED BUSINESS") and (2) Debt relating to such
Subsidiary, property or assets, as the case may be, and shall be
computed as if the Transferred Business had been transferred at the
beginning of such period in respect of which such calculation is being
made. In the case of any business entity acquired during the twelve
calendar month period immediately preceding the date of any
determination hereunder whose financial records are not, and are not
required to be in accordance with applicable laws, rules and
regulations, audited by the Public Hub Company's independent public
accountants at the time of the acquisition thereof, the Public Hub
Company shall base such determination upon the Public Hub Company's
internally audited net earnings of such business entity for the
immediately preceding fiscal year or the net earnings of such business
entity as audited by such business entity's independent auditors for
the immediately preceding fiscal year.
SECTION 1.2. The definition of "CONSOLIDATED EBITDAR" appearing in
Schedule B to the Note Purchase Agreements shall be amended and restated in its
entirety to read as follows:
"CONSOLIDATED EBITDAR" for any period means the sum of (a)
Consolidated Net Income during such period, PLUS (to the extent
deducted in determining Consolidated Net Income) (b) all provisions for
any Federal, state or local income taxes made by the Public Hub Company
and the Restricted Subsidiaries during such period, (c) all provisions
for depreciation and amortization (other than amortization of debt
discount) made by the Public Hub Company and the Restricted
Subsidiaries during such period, (d) Consolidated Interest Expense
during such period, (e) all Rentals (other than Rentals on Capital
Leases) payable during such period by the Public Hub Company and the
Restricted Subsidiaries, (f) Minority Interest Expense, (g) if such
period includes the fiscal quarters of the Public Hub Company ending on
December 31, 2000 or March 31, 2001, non-cash charges during such
quarters on the books of the Public Hub Company and its Restricted
Subsidiaries in accordance with GAAP aggregating up to $5,100,000 (for
both such quarters taken together), (h) all other non-cash charges
during such period on the books of the Public Hub Company and its
Restricted Subsidiaries in accordance with GAAP to the extent the
aggregate amount of such other non-cash charges do not exceed
$2,500,000 during any period of four consecutive fiscal quarters of the
Public Hub Company (prorated appropriately downward (or upward) for any
shorter (or longer) period), (i) if such period includes the fiscal
quarters of the Public Hub Company ending on December 31, 2000 or March
31, 2001 or June 30, 2001, severance payments made during such quarters
aggregating up to $1,200,000 (for all such quarters taken together),
(j) if such period includes the fiscal quarters of the Public Hub
Company ending on March 31, 2001, June 30, 2001, September 30, 2001 or
December 31, 2001, severance payments (in addition to those accounted
for in clause (i) above) made during such quarters aggregating up to
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$600,000 (for all four such quarters taken together), (k) if such
period includes the fiscal quarter of the Public Hub Company ending on
September 30, 2001, the write-off of the receivable due from Cho Yang
Shipping Co., Ltd. during such quarter on the books of the Public Hub
Company and its Restricted Subsidiaries in an amount not in excess of
$4,740,000 and (l) if such period includes the fiscal quarter of the
Public Hub Company ending on December 31, 2002 or March 31, 2003,
restructuring charges during such quarter on the books of the Public
Hub Company and its Restricted Subsidiaries in accordance with GAAP
(including cash severance payments) in an aggregate amount not in
excess of $1,000,000. Consolidated EBITDAR shall not be adjusted to
take into account earnings or interest of an Acquired Business that
were earned or accrued prior to its becoming an Acquired Business.
SECTION 1.3. The definition of the term "Reinvestment Yield" in Section
8.7 of the Note Purchase Agreements shall be amended and restated in its
entirety to read as follows:
"REINVESTMENT YIELD" means, with respect to the Called Principal of any
Note, (x) 3.93% for the period from October 15, 2002 through and
including May 31, 2003, and 1.00% at all other times, in either case of
any prepayment of the Notes pursuant to SECTION 8.2, (y) 3.93% in the
case of any prepayment created by the application of SECTION 10.12 and
(z) .50% in any other case, over in each such case the yield to maturity
implied by (a) 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
PX7" of the Bloomberg Financial Markets Services Screen (or, if not
available, any other national recognized trading screen reporting
on-line intraday trading in the U.S. Treasury securities) for 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 (b) if such yields are not reported as of such time
or the yields reported as of such time are not ascertainable, 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 (i) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted
financial practice and (ii) interpolating linearly between (1) the
actively traded on-the-run U.S. Treasury security with the maturity
closest to and greater than the Remaining Average Life and (2) the
actively traded on-the-run U.S. Treasury security with the maturity
closest to and less than the Remaining Average Life.
SECTION 1.4. Section 10.2 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:
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"SECTION 10.2. FIXED CHARGE COVERAGE RATIO. The Public Hub
Company and its Restricted Subsidiaries will not, as of close of each
fiscal quarter specified below, permit the ratio of (a) Consolidated
EBITDAR for the immediately preceding four consecutive fiscal quarter
period to (b) Consolidated Fixed Charges as of such date to be less
than (i) 1.20 to 1.00 as of the end of the fiscal quarters ending
September 30, 2002 and December 31, 2002, (ii) 1.15 to 1.00 as of the
end of the fiscal quarter ending March 31, 2003, (iii) 1.25 to 1.00 as
of the end of the fiscal quarters ending June 30, 2003 and September
30, 2003 and (iv) 1.30 to 1.00 as of the close of each fiscal quarter
thereafter. Notwithstanding anything contained in this Agreement to the
contrary, for purposes of computing the Public Hub Company and its
Restricted Subsidiaries' compliance with this Section, the Public Hub
Company and its Restricted Subsidiaries' adjustment of earnings for the
2001 fiscal year (which was an aggregate earnings 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)"
SECTION 1.5. Section 10.3 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:
"SECTION 10.3. CASH FLOW LEVERAGE RATIO. The Public Hub Company
and its Restricted Subsidiaries will not, as of the close of each
fiscal quarter specified below, permit the ratio of Consolidated Debt
to Consolidated EBITDA for the immediately preceding four consecutive
fiscal quarter period to exceed the ratios set forth below:
CONSOLIDATED DEBT TO CONSOLIDATED
AS OF THE FISCAL QUARTER EBITDA SHALL NOT BE MORE THAN:
ENDING ON:
September 30, 2002 4.75 to 1.00
December 31, 2002 5.25 to 1.00
March 31, 2003 5.50 to 1.00
June 30, 2003 4.50 to 1.00
September 30, 2003 4.25 to 1.00
December 31, 2003 4.00 to 1.00
March 31, 2004 4.00 to 1.00
June 30, 2004 3.75 to 1.00
September 30, 2004 3.75 to 1.00
December 31, 2004 3.50 to 1.00
March 31, 2005 3.50 to 1.00
June 30, 2005 3.25 to 1.00
September 30, 2005 3.25 to 1.00
December 31, 2005 3.00 to 1.00
March 31, 2006 3.00 to 1.00
June 30, 2006 2.75 to 1.00
September 30, 2006 2.75 to 1.00
December 31, 2006, and thereafter 2.50 to 1.00
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Notwithstanding anything contained in this Agreement to the contrary,
for purposes of computing the Public Hub Company and its Restricted
Subsidiaries' compliance with this Section, the Public Hub Company and
its Restricted Subsidiaries' adjustment of earnings for the 2001 fiscal
year (which was an aggregate earnings 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)."
SECTION 1.6. Section 10.10 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:
"SECTION 10.10. CAPITAL EXPENDITURES. The Public Hub Company and its
Restricted Subsidiaries 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 and shall not expend or
become obligated for Capital Expenditures during the fiscal year ending
December 31, 2003 in an aggregate amount in excess of $9,000,000."
SECTION 1.7. The following shall be added as a new Section 10.11 to the
Note Purchase Agreements:
"SECTION 10.11. COMPLIANCE CERTIFICATE. Notwithstanding anything to the
contrary contained herein, including, without limitation, in SECTION 7,
the Public Hub Company shall, five (5) Business Days prior to the
earlier to occur of (a) April 30, 2004, and (b) the termination of the
Bank Credit Agreement, deliver to each Noteholder a certificate of a
Senior Financial Officer of the Public Hub Company setting forth the
information (including detailed calculations) required in order to
establish whether the Public Hub Company is in compliance with the
requirements of SECTIONS 10.1 through and including 10.4, 10.5(H) and
(I), 10.6(B) and 10.10 as of the last day of the last completed fiscal
quarter for which financial statements are available (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)."
SECTION 1.8. The following shall be added as a new Section 10.12 to the Note
Purchase Agreements:
"SECTION 10.12. REFINANCING OF BANK CREDIT AGREEMENT. The Obligors
hereby covenant and agree that any funds received by or on behalf of
the Obligors in connection with a refinancing of the Bank Credit
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Agreement, prior to or at maturity thereof, shall be applied on a
pro-rata basis as between the Banks and the Noteholders, and, with
respect to the Noteholders, pursuant to an offer to prepay pursuant to
SECTION 8.2; it being understood that a refinancing for purposes of
this SECTION 10.12 shall not include (a) an extension of the current
Bank Credit Agreement led by the current Agent thereunder (Harris Trust
and Savings Bank), or (b) a replacement of the Bank Credit Agreement
led by a lender other than the current Agent thereunder and with the
same or different lenders if such replacement (i) (x) is in an
aggregate principal amount not in excess of 110%, and (y) is not in an
aggregate principal amount less than 90%, in either case of this
SECTION 10.12 (B)(I)(X) and SECTION 10.12 (B)(I)(Y), of the aggregate
outstanding principal amount of, and all undrawn commitments under, the
Bank Credit Agreement at such time, (ii) contains financial covenants
which are no more burdensome to the Obligors than the financial
covenants in the Note Purchase Agreements, (iii) is comparable to the
Bank Credit Agreement and (iv) places the Obligors and the Noteholders
in no worse a position."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
SECTION 2.1. To induce the Noteholders to execute and deliver this
Sixth Amendment (which representations shall survive the execution and delivery
of this Sixth Amendment), the Obligors, jointly and severally, represent and
warrant to the Noteholders that:
(a) this Sixth Amendment has been duly authorized, executed
and delivered by each Obligor and this Sixth Amendment constitutes the
legal, valid and binding obligation, contract and agreement of each
Obligor enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Note Purchase Agreements, as amended by this Sixth
Amendment, constitute the legal, valid and binding obligations,
contracts and agreements of the Obligors enforceable against them in
accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the execution, delivery and performance by the Obligors
of this Sixth Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body
or agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or its certificate of incorporation or
bylaws, (2) any order of any court or any rule, regulation or order of
any other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which any
Obligor is a party or by which any Obligor's properties or assets are
or may be bound, including, without limitation, the Bank Credit
Agreement, or (B) result in a breach or constitute (alone or with due
8
notice or lapse of time or both) a default under any indenture,
agreement or other instrument referred to in CLAUSE (III)(A)(3) of this
SECTION 2.1(C);
(d) as of the date hereof and after giving effect to this
Sixth Amendment, no Default or Event of Default has occurred which is
continuing;
(e) all the representations and warranties contained in
Section 5 of the Note Purchase Agreements (other than those contained
in Sections 5.3, 5.3(a), 5.3(b) and 5.9) are true and correct in all
material respects with the same force and effect as if made by the
Obligors on and as of the date hereof (other than any representation
and warranty that expressly relates to a specified earlier date, which
was true and correct in all material respects as of such date);
PROVIDED, THAT, notwithstanding any reference in Sections 5.3(c) and
5.3(d) of the Note Purchase Agreements to the Restricted Subsidiaries
listed on Schedule 5.3 to the Note Purchase Agreements, the
representations and warranties hereby made by the Obligors with
reference to Sections 5.3(c) and 5.3(d) of the Note Purchase Agreements
shall relate to the Restricted Subsidiaries existing on the date
hereof;
(f) the statements and information furnished to the
Noteholders in connection with the negotiation of this Amendment do
not, taken as a whole, and other than financial projections or
forecasts, contain any untrue statements of a material fact or omit a
material fact necessary to make the material statements contained
herein or therein not misleading, the Noteholders acknowledging that as
to any projections furnished to the Noteholders, the Obligors and the
Constituent Company Guarantors only represent that the same were
prepared on the basis of information and estimates the Obligors
believed to be reasonable; and
(g) all tax returns with respect to any income tax or other
material tax required to be filed by the Obligors and the Restricted
Subsidiaries in any jurisdiction have, in fact, been filed, and all
taxes, assessments, fees and other governmental charges upon the
Obligors or the Restricted Subsidiaries or upon any of their respective
properties, income or franchises, which are shown to be due and payable
in such returns, have been paid. The Obligors do not know of any
proposed additional tax assessment against the Obligors or any
Restricted Subsidiary for which adequate provision in accordance with
GAAP has not been made. Adequate provisions in accordance with GAAP for
taxes on the books of the Obligors and each Restricted Subsidiary have
been made for all open years, and for its current fiscal period.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS SIXTH AMENDMENT.
SECTION 3.1. This Sixth Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:
(a) executed counterparts of this Sixth Amendment, duly
executed by the Obligors and the holders of at least 51% of the
outstanding principal amount of the Notes, shall have been delivered to
the Noteholders;
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(b) the Obligors and the Constituent Company Guarantors shall
have executed and delivered the Collateral Documents and the Amended
and Restated Intercreditor Agreement shall have been executed and
delivered by the parties thereto;
(c) the Noteholders shall have received a copy of the
resolutions of the Board of Directors of each Obligor authorizing the
execution, delivery and performance by such Obligor of this Sixth
Amendment, the Collateral Documents and the Amended and Restated
Intercreditor Agreement, certified by such Obligor's Secretary or an
Assistant Secretary;
(d) the representations and warranties of the Obligors set
forth in SECTION 2 hereof are true and correct on and with respect to
the date hereof;
(e) the Obligors shall have arranged to the satisfaction of
the Required Holders for the payment to each Noteholder by no later
than 5:00 p.m. (Chicago time) on October 15, 2002, an amendment fee in
an amount equal to .15% times the outstanding principal amount of the
Notes held by such Noteholder (the "AMENDMENT FEE"), such Amendment Fee
to be fully earned and due and payable to each Noteholder upon the
effectiveness of this Amendment;
(f) the Bank Credit Agreement shall have been amended in form
and substance satisfactory to the Required Holders to effect a
modification of the terms and conditions thereof such that the same are
no more burdensome on the Obligors than the corresponding provisions of
the Note Purchase Agreements after giving effect to the modifications
contemplated by this Amendment;
(g) legal matters incident to the execution and delivery of
this Amendment and the amendment to the Bank Credit Agreement shall be
reasonably satisfactory to the Noteholders and their counsel.
Upon receipt of all of the foregoing, this Sixth Amendment shall become
effective as of October 15, 2002.
SECTION 4. PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.
SECTION 4.1. The Obligors agrees to pay upon demand, the reasonable
fees and expenses of Chapman and Cutler, counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and delivery
of this Sixth Amendment, the Amended and Restated Intercreditor Agreement and
the Collateral Documents.
SECTION 5. MISCELLANEOUS.
SECTION 5.1. This Sixth Amendment shall be construed in connection with
and as part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this Sixth Amendment, all terms, conditions and covenants
contained in the Note Purchase Agreements and the Notes are hereby ratified and
shall be and remain in full force and effect.
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SECTION 5.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Sixth Amendment may refer to the Note Purchase Agreements without making
specific reference to this Sixth Amendment but nevertheless all such references
shall include this Sixth Amendment unless the context otherwise requires.
SECTION 5.3. The descriptive headings of the various Sections or parts
of this Sixth Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
SECTION 5.4. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH ILLINOIS LAW.
SECTION 5.5. The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this Sixth
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.
SECTION 5.6. The Noteholders acknowledge that the obligations of the
Obligors under Section 5.2 of the Fifth Amendment to Note Purchase Agreements
dated as of August 14, 2002 have been satisfied by this Sixth Amendment.
[Signature Pages Begin on Next Page]
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IN WITNESS WHEREOF, the Obligors and the Noteholders have caused this
instrument to be executed as of October 15, 2002.
HUB GROUP, INC.
HUB CITY TERMINALS, INC.
By _____________________________________________
David P. Yeager
Chief Executive Officer for each of the above
Companies
CONSTITUENT COMPANY GUARANTORS' CONSENT
The undersigned heretofore executed and delivered to the Noteholders
the Constituent Company Guaranty. The undersigned hereby consent to the Sixth
Amendment to the Note Purchase Agreements as set forth above and confirm that
the Constituent Company Guaranty 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 Note Purchase Agreements shall
not be required as a result of this consent having been obtained, except to the
extent, if any, required by the Constituent Company Guaranty.
HUB CHICAGO HOLDINGS, INC., a Constituent Company
Guarantor
By
David P. Yeager
Chief Executive Officer
HLX COMPANY, L.L.C., a Constituent Company 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
Constituent Company 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 GROUP 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.
HUB HIGHWAY SERVICES
HUB GROUP DISTRIBUTION SERVICES, LLC
By
David P. Yeager
Chief Executive Officer for each of the above
Constituent Company Guarantors
Consented, Accepted and Agreed as of October 15, 2002:
BAYSTATE HEALTH SYSTEM, INC.
By: David L. Babson & Company Inc. as Investment
Adviser
By____________________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
C.M. LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc. as Investment
Sub-Adviser
By________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc., as Investment
Adviser
By________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
INVESTORS PARTNER LIFE INSURANCE COMPANY
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
JOHN HANCOCK LIFE INSURANCE COMPANY
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
MELLON BANK, N.A., solely in its capacity as Trustee
for the Bell Atlantic Master Trust (as directed
by John Hancock Life Insurance Company), and not
in its individual capacity
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
RELIASTAR LIFE INSURANCE COMPANY
By: ING INVESTMENT MANAGEMENT LLC,
as agent
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
By: ING INVESTMENT MANAGEMENT LLC,
as agent
By____________________________________
Name:
Title:
Consented, Accepted and Agreed as of October 15, 2002:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By____________________________________
Name:
Title: