Exhibit 10.3
SECURITY
AGREEMENT
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Debtor:
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Lender/Secured Party:
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J.B. Hunt Transport, Inc.
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SunTrust Bank
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615 J.B. Hunt Corporate Drive
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201 Fourth Avenue North
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Lowell, AR 72745
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Nashville, TN 37219
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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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