HUB GROUP, INC.
HUB CITY TERMINALS, INC.
AMENDMENT TO CREDIT AGREEMENT
Xxxxxx 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 have requested that the Lenders make certain 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. AMENDMENT.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the definition of "EDITDAM" appearing in Section 4.1 of the
Credit Agreement shall be amended (effective as of September 30, 2001) and as so
amended shall be restated in its entirety to read as follows:
""EBITDAM" means, with reference to any period, Net
Income for such period plus all amounts deducted in arriving
at such Net Income amount in respect of (i) Interest Expense
for such period, PLUS (ii) taxes (including federal, state and
local income taxes) for such period, PLUS (iii) all amounts
properly charged for depreciation and amortization during such
period on the books of the Hub Group, PLUS (iv) any deduction
for Minority Interest during such period, PLUS (v) 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 Hub Group in
accordance with GAAP aggregating up to $5,100,000 (for both
such quarters taken together), PLUS (vi) all other non-cash
charges during such period on the books of the Hub Group 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); PLUS (vii) 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); PLUS (viii)
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 (vii) above) made during such
quarters aggregating up to $600,000 (for all four such
quarters taken together), PLUS (ix) 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 Hub Group in an amount not in excess of $4,740,000."
2. CONDITIONS PRECEDENT.
The effectiveness of the amendments made in Section 1 of this Amendment
is subject to the satisfaction of all of the following conditions precedent:
2.01. The Borrowers, the Guarantors and the Required Lenders shall
have executed and delivered this Amendment.
2.02. 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 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.
2.03. After giving effect to this Amendment, no Default or Event of
Default (other than amended hereby) shall have occurred and be continuing as of
the date this Amendment would otherwise take effect.
2.04. 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.
Upon the satisfaction of the foregoing conditions precedent, this
Amendment shall become effective as of September 30, 2001.
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3. AMENDMENT FEE.
In consideration of the Lenders' agreements in this Amendment, the
Borrowers shall pay to the Agent for the ratable benefit of the Lenders (in
accordance with their respective Percentages) which have executed and delivered
a counterpart of this Amendment to the Agent no later than 5:00 p.m. (Chicago
time) on November 8, 2001 an amendment fee in an amount equal to 0.2% of such
executing Lenders' Commitments (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.
4. 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 has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
5. MISCELLANEOUS.
5.01. 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. 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.
5.02. 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.
5.03. 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.
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5.04. 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 November 8, 2001.
HUB GROUP, INC., a Borrower
HUB CITY TERMINALS, INC., a Borrower
By
Xxxxx X. Xxxxxx
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., Q.S. of Georgia, L.L.C. and Hub
Group Transport, LLC) 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
Xxxxx X. Xxxxxx
Chief Executive Officer for each of the above
Companies
HLX COMPANY, L.L.C., a Guarantor
By
Xxxxx X. Xxxxxx
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
Xxxxx X. Xxxxxx
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.
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.)
HUB GROUP TENNESSEE, LLC (formerly known
as Hub City Tennessee, L.P.)
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HUB CITY TEXAS, L.P.
HUB GROUP TRANSPORT, LLC
By
Xxxxx X. Xxxxxx
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.
XXXXXX 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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