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SECURITY AGREEMENT

Security Agreement

SECURITY AGREEMENT | Document Parties: J. B HUNT TRANSPORT, INC. | SUNTRUST BANK You are currently viewing:
This Security Agreement involves

J. B HUNT TRANSPORT, INC. | SUNTRUST BANK

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Title: SECURITY AGREEMENT
Governing Law: Tennessee     Date: 10/5/2006
Industry: Trucking    

SECURITY AGREEMENT, Parties: j. b hunt transport  inc. , suntrust bank
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Exhibit 10.3

SECURITY AGREEMENT

Debtor:

Lender/Secured Party:

J.B. Hunt Transport, Inc.

SunTrust Bank

615 J.B. Hunt Corporate Drive

201 Fourth Avenue North

Lowell, AR 72745

Nashville, TN 37219

 

THIS SECURITY AGREEMENT (this “ Agreement ”) is entered into this 29th day of September, 2006, by and between J.B. Hunt Transport, Inc., a Georgia corporation with its principal offices located at the address set forth above (“ Debtor ”), and SunTrust Bank, a Georgia state banking corporation with offices located at the address set forth above, as Administrative Agent (“ Administrative Agent ”).

Reference is made to the Term Loan Agreement dated as of September 29, 2006 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Debtor, the Lenders from time to time party thereto, and Administrative Agent, as Administrative Agent for the Lenders and a Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1.             Security Interest and Indebtedness.   Debtor hereby grants Administrative Agent a security interest in the property described on Exhibit A hereto (as updated or as amended from time to time in accordance with the terms hereof) (collectively, the “ Collateral ”), to secure prompt and full performance and payment of (a) all amounts due under the Credit Agreement; (b) all amounts that Administrative Agent may now or hereafter pay or advance at any time for taxes, insurance, repairs, maintenance or other protection with respect to the Collateral; and (c) all costs and expenses that Administrative Agent may incur in enforcing or protecting its rights with respect to the Collateral or the indebtedness secured by the Collateral, including attorneys’ fees (collectively, the “ Indebtedness ”).

2.             Representations and Warranties . Debtor hereby represents and warrants to Administrative Agent, as of the date that any Collateral is pledged to Administrative Agent by Debtor and thereafter, that (a) Debtor is the sole, true and lawful owner of the Collateral; (b) Debtor has a good unrestricted right to grant a security interest in the Collateral; (c) there are no advances, claims, liens, security interests or encumbrances against the Collateral except as granted to Administrative Agent or as otherwise allowable under the terms of the Credit Agreement; and (d) all descriptions of Collateral provided to Administrative Agent are true and accurate.

3.             Debtor’s General Covenants . Debtor hereby covenants and agrees that, until the Indebtedness has been paid in full, unless Debtor receives the prior written consent of Administrative Agent: Debtor shall: (a) keep the Collateral free from any liens, security interest or encumbrances except as permitted under the Credit Agreement, (b) maintain the Collateral in good order and repair, ordinary wear and tear excepted, (c) use the Collateral in accordance with all laws, regulations and orders, except to the extent that a failure to do so would not be reasonably likely to result in a Material Adverse Effect, (d) not sell, transfer, or dispose of any of the Collateral except as permitted under this Agreement or the Credit Agreement, and (e) pay

 



when due all taxes and similar obligations that might result in a Lien on the Collateral if not paid.  Debtor agrees to execute additional documents and take such other actions (at its expense) as Administrative Agent may reasonably request from time to time to implement or evidence the terms of this Agreement.

4.             Sale and Replacement of Collateral .  The Debtor may not sell or otherwise dispose of any portion of the Collateral. Notwithstanding the foregoing sentence, the Debtor may sell any trailer which is damaged or destroyed in the ordinary course of business of Debtor and, if no Event of Default exists, Debtor may retain the proceeds of any such sale. If an Event of Default exists at the time of any such sale, all proceeds of such sale shall be paid to Administrative Agent to be applied to the Indebtedness. As specifically related to the trailers described on Attachment A-1 to Exhibit A , Debtor shall amend and restate said attachment on a quarterly basis by providing an amendment to this Agreement in substantially the form of Exhibit B attached hereto to Administrative Agent within fifteen (15) days after the end of each calendar quarter. Additionally, Debtor shall take all action necessary to comply with Section 5 hereof and the other terms and provisions contained herein in relation to any new or replacement Collateral reflected in such amendments.

5.             Perfection and Protection of Collateral .

(a)   General .  Upon the occurrence of an Event of Default, Debtor shall (at its sole expense) execute, obtain, deliver and (if applicable) file or record all financing statements, title applications and other title documents, and take all other actions, that are necessary to perfect or protect Administrative Agent’s security interest in the Collateral. Debtor hereby irrevocably appoints Administrative Agent as its attorney-in-fact, which appointment is coupled with an interest, to take any action that Administrative Agent may deem necessary to perfect and/or continue the perfection of its security interests and to protect the Collateral, including without limitation, the filing of any financing statements without Debtor’s signature as permitted by applicable law. Debtor agrees to pay, on demand, all costs, taxes and fees payable in connection with any such filings or recordings. Debtor shall give Administrative Agent at least ten (10) days prior written notice before retitling any Collateral from its present jurisdiction, and, upon the occurrence of an Event of Default, shall (at Debtor’s expense) promptly take all steps necessary or advisable to preserve continuously the perfection and priority of Administrative Agent’s security interests in the Collateral.

(b)   Titled Equipment . For each item of Collateral, the ownership of, or title to, which is evidenced by a certificate of title (the “ Titled Equipment ”), the Debtor shall list the jurisdiction in which each such item of Titled Equipment is registered or titled, and the vehicle identification number, or other appropriate serial number relating thereto, on Attachment A-1 to Exhibit A . Upon the occurrence of an Event of Default, the Debtor shall cause the lien of the Administrative Agent on such Titled Equipment to be noted on the certificate of title relating thereto. Thereafter, Debtor will, at all times, (i) maintain the registration and titling of each item of Titled Equipment in the jurisdiction set forth with respect thereto on Attachment A-1 to Exhibit A and (ii) cause the lien of the Administrative Agent on each item of Titled Equipment to be noted on the certificate of title relating thereto.

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6.             Release of Collateral and Termination .  Upon the full and indefeasible payment of all Obligations (as defined in the Credit Agreement) and the termination of the Credit Agreement, the Administrative Agent, on behalf of Lenders, shall execute such documents and releases to evidence the termination of the Lien of this Agreement, at the cost and expense of Debtor.

7.             Inspection.   Debtor shall maintain adequate books and records pertaining to the Collateral and shall permit Administrative Agent to visit and inspect any of the Collateral and to examine Debtor’s books of record and accounts with respect to the Collateral, all at such reasonable times and as often as Administrative Agent may reasonably desire.

8.             Insurance.

(a)   Maintenance of Insurance . Debtor will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Such insurance shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Administrative Agent. In addition, upon the occurrence of an Event of Default, all such insurance with respect to the Collateral shall be payable to the Administrative Agent as loss payee for the benefit of the Lenders and the Administrative Agent. Without limiting the foregoing, Debtor will (i) keep all of its physical property insured with casualty or physical hazard insurance on an “all risks” basis with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (ii) maintain all such workers’ compensation or similar insurance as may be required by law, (iii) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of Debtor and business interruption insurance and (iv) list and maintain the Administrative Agent as an additional insured with respect to all such casualty and liability insurance policies.

(b)   Insurance Proceeds . The proceeds of any casualty insurance shall, (a) so long as no Default or Event of Default has occurred and is continuing, be disbursed to Debtor for direct application by Debtor solely to the repair or replacement of Debtor’s property so damaged or destroyed and (b) in all other circumstances, be applied to the Obligations.

(c)   Continuation of Insurance . All policies of insurance shall provide for at least thirty (30) days prior written cancellation notice to the Administrative Agent. In the event of failure by Debtor to provide and maintain insurance as herein provided, the Administrative Agent may, at its option, provide such insurance and charge the amount thereof to the Debtor. Debtor shall furnish the Administrative Agent with certificates of insurance and policies evidencing compliance with the foregoing insurance provision.

9.             Debtor’s Use of the Collateral . As long as no Event of Default has occurred,  Debtor may use the Collateral in the ordinary course of Debtor’s business, subject to any

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