SECURITY AGREEMENT
This Security Agreement (the "AGREEMENT") is dated as of October 15,
2002, by and among Hub Group, Inc., a Delaware corporation (the "PUBLIC HUB
COMPANY"), Hub City Terminals, Inc., a Delaware corporation ("HUB CHICAGO") (the
Public Hub Company and Hub Chicago being hereinafter referred to collectively as
the "BORROWERS" and individually as a "BORROWER"), and the other parties
executing this Agreement under the heading "DEBTORS" (the Borrowers and such
other parties, along with any parties who execute and deliver to the Agent an
agreement substantially in the form attached hereto as Schedule G, being
hereinafter referred to collectively as the "DEBTORS" and individually as a
"DEBTOR"), each with its mailing address as set forth in Section 14(b) below,
and ▇▇▇▇▇▇ Trust and Savings Bank, an Illinois banking corporation ("HTSB"),
with its mailing address as set forth in Section 14(b) below, acting as
collateral agent hereunder for the Secured Creditors hereinafter identified and
defined (HTSB acting as such collateral agent and any successor or successors to
HTSB acting in such capacity being hereinafter referred to as the "AGENT").
PRELIMINARY STATEMENTS
A. The Borrowers and HTSB, individually and as administrative agent
(HTSB acting as such administrative agent and any successor or successors to
HTSB acting in such capacity being hereinafter referred to as the
"ADMINISTRATIVE AGENT"), have entered into a Credit Agreement dated as of April
30, 1999 (such Credit Agreement, as heretofore amended and as the same may be
further amended or modified from time to time, including amendments and
restatements thereof in its entirety, being hereinafter referred to as the
"CREDIT AGREEMENT"), pursuant to which HTSB and other banks and financial
institutions from time to time party to the Credit Agreement (HTSB, in its
individual capacity, and such other banks and financial institutions being
hereinafter referred to collectively as the "LENDERS" and individually as a
"LENDER" and HTSB, in its capacity as the letter of credit issuer under the
Credit Agreement, being hereinafter referred to as the "L/C ISSUER") have
agreed, subject to certain terms and conditions, to extend credit and make
certain other financial accommodations available to the Borrowers (the
Administrative Agent, the L/C Issuer, and the Lenders, together with any
affiliates of the Lenders party to the Hedging Agreements referred to below,
being hereinafter referred to collectively as the "BANK CREDITORS" and
individually as a "BANK CREDITOR").
B. The Borrowers, BayState Health System, Inc., C.M. Life Insurance
Company, Massachusetts Mutual Life Insurance Company, Investors Partner Life
Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇▇ Variable
Life Insurance Company, Mellon Bank, N.A. (solely in its capacity as Trustee for
the ▇▇▇▇ Atlantic Master Trust (as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance
Company), and not in its individual capacity), ReliaStar Life Insurance Company,
ReliaStar Life Insurance Company of New York and United of Omaha Life Insurance
Company (collectively, the "SENIOR NOTEHOLDERS") have entered into separate and
several Note Purchase Agreements each dated as of June 15, 1999, as the same may
be amended, supplemented or otherwise modified from time to time (the "SENIOR
NOTE AGREEMENTS") pursuant to which the Borrowers have issued their 8.64% Senior
Notes Due June 25, 2009, in the aggregate principal amount of $50,000,000 (the
"SENIOR NOTES") (the Agent, the Bank Creditors and the Senior Noteholders being
referred to herein collectively as the "SECURED CREDITORS" and individually as a
"SECURED CREDITOR").
C. The Borrowers and the other Debtors may from time to time enter
into one or more agreements with respect to, among other things, interest rate,
foreign currency and/or commodity exchange, swap, cap, collar, floor, forward,
option or other similar agreements with one or more of the Lenders, the Senior
Noteholders, or their affiliates, for the purpose of hedging or otherwise
protecting against interest rate, foreign currency and/or commodity exposure
(such agreements as the same may be amended or modified from time to time being
hereinafter referred to as "HEDGING AGREEMENTS" and the liability of the Debtors
in respect of such Hedging Agreements being hereinafter referred to as "HEDGING
LIABILITY").
D. Concurrently herewith, the Bank Creditors, the Senior Noteholders
and the Agent have entered into an Intercreditor and Collateral Agency Agreement
(the "INTERCREDITOR AGREEMENT") pursuant to which the Bank Creditors and the
Senior Noteholders have appointed the Agent as collateral agent thereunder.
E. As a condition to the continued extension of credit to the
Borrowers under the Credit Agreement, and as a condition to entering into any
Hedging Agreement, the Secured Creditors have required, among other things, that
each Debtor grant to the Agent for the benefit of the Secured Creditors a lien
on and security interest in the personal property of such Debtor described
herein subject to the terms and conditions hereof.
F. The Public Hub Company owns, directly or indirectly, equity
interests in each other Debtor and the Borrowers provide each of the other
Debtors with financial, management, administrative, and technical support which
enables such Debtors to conduct their businesses in an orderly and efficient
manner in the ordinary course.
G. Each Debtor will benefit, directly or indirectly, from credit
and other financial accommodations extended by the Secured Creditors to the
Borrowers.
NOW, THEREFORE, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. TERMS DEFINED IN CREDIT AGREEMENT. All capitalized terms
used herein without definition shall have the same meanings herein as such terms
have in the Credit Agreement. The term "Debtor" and "Debtors" as used herein
shall mean and include the Debtors collectively and also each individually, with
all grants, representations, warranties, and covenants of and by the Debtors, or
any of them, herein contained to constitute joint and several grants,
representations, warranties, and covenants of and by the Debtors; PROVIDED,
HOWEVER, that unless the context in which the same is used shall otherwise
require, any grant, representation, warranty or covenant contained herein
related to the Collateral shall be made by each Debtor only with respect to the
Collateral owned by it or represented by such Debtor as owned by it.
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SECTION 2. GRANT OF SECURITY INTEREST IN THE COLLATERAL. As
collateral security for the Secured Obligations defined below, each Debtor
hereby grants to the Agent for the benefit of the Secured Creditors a lien on
and security interest in, and right of set-off against, and acknowledges and
agrees that the Agent has and shall continue to have for the benefit of the
Secured Creditors a continuing lien on and security interest in, and right of
set-off against, all right, title, and interest, whether now owned or existing
or hereafter created, acquired or arising, in and to all personal property and
fixtures of such Debtor, including all of the following property of such Debtor:
(a) Accounts (including Health-Care-Insurance
Receivables, if any);
(b) Chattel Paper;
(c) Instruments (including Promissory Notes);
(d) Documents;
(e) General Intangibles (including Payment Intangibles and
Software, all tax refunds, and all patents, trademarks, copyrights and
similar intellectual property rights, and all applications and
registrations therefor, and all goodwill of the business connected with
or represented thereby);
(f) Letter-of-Credit Rights;
(g) Supporting Obligations;
(h) Deposit Accounts;
(i) Investment Property (including certificated and
uncertificated Securities, Securities Accounts,
Security Entitlements, Commodity Accounts, and
Commodity Contracts);
(j) Inventory;
(k) Equipment (including all software, whether or not the
same constitutes embedded software, used in the
operation thereof);
(l) Fixtures;
(m) Commercial Tort Claims (as described on Schedule F
hereto or on one or more supplements to this
Agreement);
(n) All rights to merchandise and other Goods (including
rights to returned or repossessed Goods and rights of stoppage in
transit) which is represented by, arises from, or relates to any of the
foregoing;
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(o) All personal property and interests in personal property
of such Debtor of any kind or description now held by any Secured
Creditor or at any time hereafter transferred or delivered to, or
coming into the possession, custody or control of, any Secured
Creditor, or any agent or affiliate of any Secured Creditor, whether
expressly as collateral security or for any other purpose (whether for
safekeeping, custody, collection or otherwise), and all dividends and
distributions on or other rights in connection with any such property;
(p) All supporting evidence and documents relating to any of
the above-described property, including, without limitation, computer
programs, disks, tapes and related electronic data processing media,
and all rights of such Debtor to retrieve the same from third parties,
written applications, credit information, account cards, payment
records, correspondence, delivery and installation certificates,
invoice copies, delivery receipts, notes and other evidences of
indebtedness, insurance certificates and the like, together with all
books of account, ledgers, and cabinets in which the same are reflected
or maintained;
(q) All Accessions and additions to, and substitutions
and replacements of, any and all of the foregoing; and
(r) All Proceeds and products of the foregoing, and all
insurance of the foregoing and proceeds thereof;
all of the foregoing being herein sometimes referred to as the "COLLATERAL";
PROVIDED, HOWEVER, that except to the extent any such provision would be
rendered ineffective by Section 9-406, 9-407 or 9-408 of the Uniform Commercial
Code of the State of Illinois as in effect from time to time ("UCC"), in no
event shall the Collateral include, and the Debtors shall not be deemed to have
granted a security interest in, any asset to the extent that such a grant would,
under the provisions of any contract or agreement enforceable under applicable
law and pertaining to such asset or otherwise, result in a mandatory prepayment
under, breach or termination of the provisions of, or constitute a default under
or termination of, any such contract or agreement, PROVIDED, that if and when
such provisions are removed, terminated or otherwise become unenforceable as a
matter of law, the Collateral shall be deemed to include such assets and the
Debtors shall be deemed to have granted a security interest therein; PROVIDED,
FURTHER, HOWEVER, that in no event will Collateral include Investment Property
and General Intangibles consisting of equity securities of any issuer that is
(i) a Subsidiary of any Debtor and (ii) organized under the laws of any
jurisdiction other than the United States (or any state thereof) in excess of
65% of the total voting power of all equity securities of such Subsidiary.
Notwithstanding anything herein to the contrary, if by no later than 5:00 p.m.
on October 15, 2002, the Borrowers shall have provided to the Bank Creditors and
Senior Noteholders a signed commitment of one or more lenders to provide
financing in an amount sufficient to repay in full the Obligations owing to the
Bank Creditors, the Senior Notes and all other indebtedness, obligations and
liabilities of the Debtors to the Senior Noteholders under the Senior Note
Agreements on or before October 31, 2002 and containing such other terms and
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conditions as shall be reasonably acceptable to the Agent, the Required Lenders
and the Required Holders (as defined in the Senior Note Agreements), then the
Liens of the Collateral Documents shall not be perfected until November 1, 2002.
All terms which are used in this Agreement which are defined in the UCC shall
have the same meanings herein as such terms are defined in the UCC, unless this
Agreement shall otherwise specifically provide. For purposes of this Agreement,
the term "RECEIVABLES" means all rights to the payment of a monetary obligation,
whether or not earned by performance, and whether evidenced by an Account,
Chattel Paper, Instrument, General Intangible, or otherwise.
SECTION 3. SECURED OBLIGATIONS. This Agreement is made and given to
secure, and shall secure, the prompt payment and performance when due of (a) any
and all indebtedness, obligations, and liabilities of the Debtors, and of any of
them individually, to the Secured Creditors, and to any of them individually,
under or in connection with or evidenced by the Credit Agreement, any other Loan
Document, the Senior Notes or the Senior Note Agreements, including, without
limitation, all obligations evidenced by the Notes of the Borrowers heretofore
or hereafter issued under the Credit Agreement, all obligations evidenced by the
Senior Notes of the Borrowers heretofore or hereafter issued under the Senior
Note Agreements, all obligations of the Borrowers to reimburse the Bank
Creditors for the amount of all drawings on all Letters of Credit issued
pursuant to the Credit Agreement and all other obligations of the Borrowers
under all Applications for Letters of Credit, all obligations of the Debtors,
and of any of them individually, with respect to any Hedging Liability, and all
obligations of the Debtors, and of any of them individually, arising under any
guaranty issued by it relating to the foregoing or any part thereof, in each
case whether now existing or hereafter arising (and whether arising before or
after the filing of a petition in bankruptcy and including all interest accrued
after the petition date), due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held or acquired and (b) any and all
reasonable expenses and charges, legal or otherwise, suffered or incurred by the
Secured Creditors, and any of them individually, in collecting or enforcing any
of such indebtedness, obligations, and liabilities or in realizing on or
protecting or preserving any security therefor, including, without limitation,
the lien and security interest granted hereby (all of the indebtedness,
obligations, liabilities, expenses, and charges described above being
hereinafter referred to as the "SECURED OBLIGATIONS"). Notwithstanding anything
in this Agreement to the contrary, the right of recovery against any Debtor
under this Agreement (other than the Borrowers to which this limitation shall
not apply) shall not exceed $1.00 less than the lowest amount which would render
such Debtor's obligations under this Agreement void or voidable under applicable
law, including fraudulent conveyance law.
SECTION 4. COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES.
Each Debtor hereby covenants and agrees with, and represents and warrants to,
the Secured Creditors that:
(a) Each Debtor is a corporation, limited liability company,
or partnership duly organized and validly existing in good standing
under the laws of the state of its organization as set forth on
Schedule A. Each Debtor is the sole and lawful owner of its Collateral,
and has full right, power, and authority to enter into this Agreement
and to perform each and all of the matters and things herein provided
for. The execution and delivery of this Agreement, and the observance
and performance of each of the matters and things herein set forth,
will not (i) contravene or constitute a default under any material
provision of law or any material judgment, injunction, order or decree
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binding upon any Debtor or any provision of any Debtor's organizational
agreements (E.G., charter, articles of incorporation or by-laws,
certificate of formation or limited liability company operating
agreement or partnership agreement, as relevant) or any material
covenant, indenture or agreement of or affecting any Debtor or any of
its property or (ii) result in the creation or imposition of any lien
or encumbrance on any property of any Debtor except for the lien and
security interest granted to the Agent hereunder.
(b) Each Debtor's respective chief executive office is at the
location listed under Column 2 on Schedule A attached hereto opposite
such Debtor's name; and such Debtor has no other executive offices or
places of business other than those listed under Column 3 on Schedule A
attached hereto opposite such Debtor's name. The Collateral is and
shall remain in such Debtor's possession or control at the locations
listed under Columns 2 and 3 on Schedule A attached hereto opposite
such Debtor's name or at such other locations of which such Debtor
shall have given the Agent written notice (it being understood that
each Debtor shall give quarterly written notice to the Agent of any new
location, and that no default shall arise from keeping any Collateral
at a location not previously identified to the Agent if such location
is identified to the Agent at the time of the next such quarterly
notice following the opening of such location) (collectively for each
Debtor, the "PERMITTED COLLATERAL LOCATIONS"), except for Collateral
aggregating less than $100,000 in fair market value outstanding at any
one time. If for any reason any Collateral is at any time kept or
located at a location other than a Permitted Collateral Location, the
Agent shall nevertheless have and retain a lien on and security
interest therein. The Debtors own and shall at all times own all
Permitted Collateral Locations, except to the extent otherwise
disclosed under Columns 2 and 3 on Schedule A or in a quarterly notice.
No Debtor shall move its chief executive office without first providing
the Agent at least 30 days' prior written notice of the Debtor's intent
to do so; PROVIDED that (i) each Debtor shall at all times maintain its
chief executive office in the United States of America and such Debtor
shall have taken all action reasonably requested by the Agent to
maintain the lien and security interest of the Agent in the Collateral
at all times fully perfected and in full force and effect and (ii) the
Debtors that, on the date hereof, have chief executive offices located
in Lombard, Illinois may change such chief executive offices to
Highland Landmark IV Office Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(c) Each Debtor's legal name, state of organization and
organizational number (if any) are correctly set forth under Column 1
on Schedule A of this Agreement. No Debtor has transacted business at
any time during the immediately preceding five-year period, and does
not currently transact business, under any other legal names or trade
names other than the prior legal names and trade names (if any) set
forth on Schedule B attached hereto. No Debtor shall change its state
of organization or its legal name or transact business under any other
trade name without first giving 30 days' prior written notice of its
intent to do so to the Agent.
(d) The Collateral and every part thereof is and shall be
free and clear of all security interests, liens (including, without
limitation, mechanics', laborers' and statutory liens), attachments,
levies, and encumbrances of every kind, nature, and description and
whether voluntary or involuntary, except for the lien and security
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interest of the Agent therein and other Liens permitted by the Credit
Agreement and the Senior Note Agreements (herein, the "PERMITTED
LIENS"). Each Debtor shall warrant and defend the Collateral against
any claims and demands of all persons at any time claiming any interest
in the Collateral adverse to that of the Secured Creditors.
(e) Each Debtor will promptly pay when due all taxes,
assessments, and governmental charges and levies that might become a
Lien upon its Collateral, in each case before the same become
delinquent and before penalties accrue thereon, unless and to the
extent that the same are being contested in good faith and by
appropriate proceedings which prevent enforcement of the matter under
contest and such Debtor shall have established adequate reserves
therefor.
(f) Each Debtor agrees it will not waste or destroy the
Collateral or any part thereof. Each Debtor agrees it will not use,
manufacture, sell or distribute any Collateral in violation of any
statute, ordinance or other governmental requirement, except to the
extent that any such violation would not be reasonably expected to have
a material adverse effect on the financial condition, Properties,
business or operations of the Public Hub Company or the Hub Group taken
as a whole. Each Debtor will perform in all material respects its
obligations under any material contract or other agreement constituting
part of the Collateral, it being understood and agreed that the Secured
Creditors have no responsibility to perform such obligations.
(g) Except as otherwise permitted by Section 5(b), 6(a),
7(b), 7(c), or 8(c) hereof or by the terms of the Credit Agreement and
the Senior Note Agreements, each Debtor agrees it will not, without the
Agent's prior written consent, sell, assign, mortgage, lease, or
otherwise dispose of the Collateral or any interest therein.
(h) Each Debtor will insure its Collateral consisting of
tangible personal property against such risks and hazards as other
companies similarly situated insure against, and including in any event
loss or damage by fire, theft, burglary, pilferage, and loss in
transit, in amounts and under policies containing loss payable clauses
to the Agent as its interest may appear (and, if the Agent requests,
naming the Agent as additional insured therein) by insurers having a
general policyholder service rating of not less than "A" as rated in
the most current available Best's Insurance Report. All premiums on
such insurance shall be paid by the Debtors and the policies of such
insurance (or certificates therefor) delivered to the Agent. All
insurance required hereby shall provide that any loss shall be payable
notwithstanding any act or negligence of the relevant Debtor, shall
provide that no cancellation thereof shall be effective until at least
30 days after receipt by the relevant Debtor and the Agent of written
notice thereof. In case of any material loss, damage to or destruction
of the Collateral or any portion thereof, the relevant Debtor shall
promptly give written notice thereof to the Agent generally describing
the nature and extent of such damage or destruction. In case of any
loss, damage to or destruction of the Collateral or any part thereof,
the relevant Debtor, whether or not the insurance proceeds, if any,
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received on account of such damage or destruction shall be sufficient
for that purpose, at such Debtor's cost and expense, will promptly
repair or replace the Collateral so lost, damaged or destroyed, except
to the extent such Collateral is not necessary to the conduct of such
Debtor's business in the ordinary course. Each Debtor hereby authorizes
the Agent, at the Agent's option, to adjust, compromise, and settle any
losses under any insurance afforded at any time after the occurrence
and during the continuation of any Event of Default, and such Debtor
does hereby irrevocably constitute the Agent, its officers, agents, and
attorneys, as such Debtor's attorneys-in-fact, with full power and
authority after the occurrence and during the continuation of any
Default or Event of Default to effect such adjustment, compromise,
and/or settlement and to endorse any drafts drawn by an insurer of the
Collateral or any part thereof and to do everything necessary to carry
out such purposes and to receive and receipt for any unearned premiums
due under policies of such insurance. All insurance proceeds shall be
subject to the lien and security interest of the Agent hereunder.
UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE
INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE
INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN
THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S
INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY
NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE
AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY
LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER
PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED
INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES
INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE
COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT
THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE,
UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE SECURED
OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN
THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWN.
(i) Each Debtor will at all times allow the Secured Creditors
and their respective representatives free access to and right of
inspection of the Collateral at such reasonable times and intervals as
the Agent or any other Secured Creditor may designate; PROVIDED,
HOWEVER, that except upon the occurrence and during the continuation of
any Default or Event of Default, (i) such visitations and inspections
shall be made only with reasonable advance notice to the relevant
Debtor and during normal business hours of such Debtor and (ii) the
Agent and the Secured Creditors agree to use reasonable efforts to
coordinate their visits and inspections under this Section so as not to
be unreasonably burdensome on the Debtor being visited or inspected.
(j) As to any premises not owned by a Debtor wherein any of
the Collateral is located and which is essential to the tracking of its
Receivables (it being understood that the only such location as of the
date hereof is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, such
Debtor shall, upon the Agent's request, use commercially reasonable
efforts to cause each party having any right, title or interest in, or
lien on, any of such premises to enter into an agreement whereby such
party disclaims any right, title, and interest in and lien on the
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Collateral, allows the use and removal of such Collateral by the Agent
or its agents or representatives, and otherwise is in form and
substance reasonably acceptable to the Agent; PROVIDED, HOWEVER, that
no such agreement need be obtained with respect to any such location
wherein the value of the Collateral as to which such agreement has not
been obtained aggregates less than $100,000 at any one time PROVIDED,
FURTHER, that the value of all such locations as to which such
agreements have not been obtained aggregates less than $250,000
PROVIDED, FURTHER, that it is understood that the obligations of the
Debtors to use commercially reasonable efforts as set forth in this
Section shall not involve the payment of money, the granting of lease
concessions or the incurrence of material expense.
(k) If an Event of Default has occurred and is continuing and
the Agent so requests, each Debtor agrees from time to time to deliver
to the Agent such evidence of the existence, identity, and location of
its Collateral and of its availability as collateral security pursuant
hereto (including, without limitation, schedules describing all
Receivables created or acquired by such Debtor, copies of customer
invoices or the equivalent and original shipping or delivery receipts
for all merchandise and other goods sold or leased or services rendered
by it, together with such Debtor's warranty of the genuineness thereof,
and reports stating the book value of its Inventory and Equipment by
major category and location), in each case as the Agent may reasonably
request. If any Event of Default has occurred and is continuing, the
Agent shall have the right to verify all or any part of the Collateral
in any manner, and through any medium, which the Agent considers
appropriate and reasonable, and each Debtor agrees to furnish all
assistance and information, and perform any acts, which the Agent may
require in connection therewith.
(l) Each Debtor will comply in all material respects with the
terms and conditions of any and all leases, easements, right-of-way
agreements, and other agreements binding upon or affecting such
Debtor's Collateral, in each case which cover the premises wherein the
Collateral is located, and any orders, ordinances, laws or statutes
affecting such Debtor's Collateral of any city, state or other
governmental entity, department or agency having jurisdiction with
respect to such premises or the conduct of business thereon.
(m) Schedule C attached hereto contains a true, complete, and
current listing of all copyrights, copyright applications, trademarks,
trademark rights and licenses (other than commercially available
software licenses), trademark registrations, trade names, patents,
patent rights and licenses, patent applications, and other intellectual
property rights owned by each of the Debtors as of the date hereof that
are, in each case, registered with any governmental authority. The
Debtors shall promptly notify the Agent in writing of any additional
intellectual property rights that are so registered, acquired or
arising after the date hereof, and shall submit to the Agent a
supplement to Schedule C to reflect such additional rights (provided
any Debtor's failure to do so shall not impair the Agent's security
interest therein).
(n) Schedule F attached hereto contains a true, complete and
current listing of all Commercial Tort Claims held or maintained by
each of the Debtors where the amount claimed exceeds $500,000 as of the
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date hereof, each described by referring to a specific incident giving
rise to the claim. Each Debtor agrees to execute and deliver to the
Agent an agreement in the form attached hereto as Schedule H, or in
such other form reasonably acceptable to the Agent, promptly upon
becoming aware of any Commercial Tort Claim of such Debtor arising
after the date hereof where the amount claimed exceeds $500,000
(provided any Debtor's failure to do so shall not impair the Agent's
security interest therein). If at any time required by the Agent or the
Secured Creditors, the Debtors shall execute and deliver to the Agent a
Supplemental Security Agreement (in the form attached hereto as
Schedule H) listing all Commercial Tort Claims regardless of the amount
of such Claims.
(o) Each Debtor agrees to execute and deliver to the Agent
such further agreements, assignments, instruments, and documents, and
to do all such other things, as the Agent may reasonably deem necessary
or appropriate to assure the Agent its lien and security interest
hereunder, including, without limitation, (i) executing such financing
statements or other instruments and documents as the Agent may from
time to time reasonably require to comply with the UCC and any other
applicable law, (ii) executing such patent, trademark, and copyright
agreements as the Agent may from time to time reasonably require to
comply with the filing requirements of the United States Patent and
Trademark Office and the United States Copyright Office, and (iii)
executing such control agreements with respect to Deposit Accounts,
Securities Accounts, Letter-of-Credit Rights, and electronic Chattel
Paper as the Agent may from time to time reasonably require. Each
Debtor hereby agrees that a carbon, photographic or other reproduction
of this Agreement or any such financing statement is sufficient for
filing as a financing statement by the Agent without notice thereof to
such Debtor wherever the Agent in its sole discretion desires to file
the same. Each Debtor hereby authorizes the Agent to file any and all
financing statements covering the Collateral or any part thereof as the
Agent may require, including financing statements describing the
Collateral as "all assets" or "all personal property" or words of like
meaning. The Agent may order lien searches from time to time against
any Debtor and the Collateral, and the Debtors shall promptly reimburse
the Agent for all reasonable costs and expenses incurred in connection
with such lien searches. In the event for any reason the law of any
jurisdiction other than Illinois becomes or is applicable to the
Collateral or any part thereof, or to any of the Secured Obligations,
each Debtor agrees to execute and deliver all such agreements,
assignments, instruments, and documents and to do all such other things
as the Agent reasonably deems necessary or appropriate to preserve,
protect, and enforce the security interest of the Agent under the law
of such other jurisdiction. Each Debtor agrees to ▇▇▇▇ its books and
records to reflect the lien and security interest of the Agent in the
Collateral.
(p) On failure of any Debtor to perform any of the covenants
and agreements herein contained, the Agent may, at its option, perform
the same and in so doing may (after three Business Days' notice to the
relevant Debtor) expend such sums as the Agent reasonably deems
advisable in the performance thereof, including, without limitation,
the payment of any insurance premiums, the payment of any taxes, liens,
and encumbrances, expenditures made in defending against any adverse
claims, and all other expenditures which the Agent may be compelled to
make by operation of law or which the Agent may make by agreement or
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otherwise for the protection of the security hereof. All such sums and
amounts so expended shall be repayable by the Debtors upon demand,
shall constitute additional Secured Obligations secured hereunder, and
shall bear interest from the date said amounts are expended at the rate
per annum (computed on the basis of a year of 360 days for the actual
number of days elapsed) equal to the Domestic Rate from time to time in
effect plus the Applicable Margin for the Domestic Rate Portion of the
Term Loan, with any change in such rate per annum as so determined by
reason of a change in such Domestic Rate to be effective on the date of
such change in said Domestic Rate (such rate per annum as so determined
being hereinafter referred to as the "DEFAULT RATE"). No such
performance of any covenant or agreement by the Agent on behalf of a
Debtor, and no such advancement or expenditure therefor, shall relieve
any Debtor of any default under the terms of this Agreement or in any
way obligate any Secured Creditor to take any further or future action
with respect thereto. The Agent, in making any payment hereby
authorized, may do so according to any ▇▇▇▇, statement or estimate
procured from the appropriate public office or holder of the claim to
be discharged without inquiry into the accuracy of such ▇▇▇▇, statement
or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien or title or claim. The Agent is hereby authorized
to charge any account of any Debtor maintained with any Secured
Creditor for the amount of such sums and amounts so expended and the
Agent shall give such Debtor notice of any such charge.
SECTION 5. SPECIAL PROVISIONS RE: RECEIVABLES. (a) If any
Receivable arises out of a contract with the United States of America, or any
state or political subdivision thereof, or any department, agency or
instrumentality of any of the foregoing, each Debtor agrees to promptly so
notify the Agent and, at the request of the Agent or the Secured Creditors after
the occurrence and during the continuation of an Event of Default, execute
whatever instruments and documents are reasonably required by the Agent in
order that such Receivable shall be assigned to the Agent and that proper notice
of such assignment shall be given under the federal Assignment of Claims Act
(or any successor statute) or any similar state or local statute, as the case
may be; PROVIDED, HOWEVER, that such procedures shall not be required with
respect to any one contract generating Receivables of less than $100,000.
(b) Unless and until an Event of Default has occurred and is continuing
any merchandise or other goods which are returned by a customer or account
debtor or otherwise recovered may be resold by a Debtor in the ordinary course
of its business as presently conducted in accordance with Section 7(b) hereof;
and, during the existence of any Event of Default, such merchandise and other
goods shall be set aside at the request of the Agent and held by the relevant
Debtor as trustee for the Secured Creditors and shall remain part of the Secured
Creditors' Collateral. Unless and until an Event of Default has occurred and is
continuing, each Debtor may settle and adjust disputes and claims with its
customers and account debtors, handle returns and recoveries, and grant
discounts, credits, and allowances in the ordinary course of its business as
presently conducted for amounts and on terms which such Debtor in good faith
considers advisable; and, during the existence of any Event of Default, at the
Agent's request, the Debtors shall notify the Agent promptly of all returns and
recoveries and, on the Agent's request, deliver any such merchandise or other
goods to the Agent. During the existence of any Event of Default, at the Agent's
request, the Debtors shall also notify the Agent promptly of all disputes and
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claims and settle or adjust them at no expense to the Agent, but no discount,
credit or allowance other than on normal trade terms in the ordinary course of
business as presently conducted shall be granted to any customer or account
debtor and no returns of merchandise or other goods shall be accepted by any
Debtor without the Agent's consent. The Agent may, at all times during the
existence of any Event of Default, settle or adjust disputes and claims directly
with customers or account debtors for amounts and upon terms which the Agent
considers advisable.
(c) To the extent any Receivable or other item of Collateral is
evidenced by an Instrument (other than a check, draft, money order or similar
item which is to be deposited in a Deposit Account) or tangible Chattel Paper,
each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged
and delivered to the Agent; PROVIDED, HOWEVER, that, prior to the existence of a
Default or Event of Default and thereafter until otherwise required by the
Agent, a Debtor shall not be required to deliver any such Instrument or tangible
Chattel Paper if and only so long as the unpaid principal balance of any such
Instrument or tangible Chattel Paper held by such Debtor and not delivered to
the Agent hereunder is less than $100,000 in each instance and the aggregate
unpaid principal balance of all such Instruments and tangible Chattel Paper held
by all Debtors and not delivered to the Agent hereunder is less than $250,000 at
any one time outstanding. Unless delivered to the Agent or its agent, all
tangible Chattel Paper and Instruments (other than a check, draft, money order
or similar item which is to be deposited in a Deposit Account) shall contain a
legend acceptable to the Agent indicating that such Chattel Paper or Instrument
is subject to the security interest of the Agent contemplated by this Agreement.
SECTION 6. COLLECTION OF RECEIVABLES. (a) Except as otherwise
provided in this Agreement, the Credit Agreement and the Senior Note Agreements,
each Debtor shall make collection of its Receivables in the ordinary course of
business and may use the same to carry on its business.
(b) If an Event of Default has occurred and is continuing, and whether
or not the Agent has exercised any of its other rights under other provisions of
this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time
constituting part of the Receivables (including any postdated checks)
shall, upon receipt by such Debtor, be immediately endorsed to and
deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account
debtors to remit all payments in respect of Receivables or any other
Collateral to a lockbox or lockboxes under the sole custody and control
of the Agent and which are maintained at one or more post offices
selected by the Agent.
(c) If an Event of Default has occurred and is continuing, and whether
or not the Agent has exercised any of its other rights under the other
provisions of this Section 6, the Agent or its designee may notify the relevant
Debtor's customers and account debtors at any time that Receivables have been
assigned to the Agent or of the Agent's security interest therein, and either in
its own name, or such Debtor's name, or both, demand, collect (including,
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without limitation, through a lockbox analogous to that described in Section
6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance
for any or all amounts due or to become due on Receivables, and in the Agent's
discretion file any claim or take any other action or proceeding which the Agent
may deem necessary or appropriate to protect and realize upon the security
interest of the Agent in the Receivables or any other Collateral.
(d) After the occurrence and during the continuance of an Event of
Default, any proceeds of Receivables or other Collateral transmitted to or
otherwise received by the Agent pursuant to any of the provisions of Section
6(b) or 6(c) hereof may be handled and administered by the Agent in and through
a remittance account or accounts maintained at the Agent or by the Agent at a
commercial bank or banks selected by the Agent (collectively the "DEPOSITARY
BANKS" and individually a "DEPOSITARY BANK"), and each Debtor acknowledges that
the maintenance of such remittance accounts by the Agent is solely for the
Agent's convenience and that the Debtors do not have any right, title or
interest in such remittance accounts or any amounts at any time standing to the
credit thereof. The Agent may, after the occurrence and during the continuation
of an Event of Default, apply the proceeds of Receivables or other Collateral
received by it from any source to the payment of the Secured Obligations
(whether or not then due and payable), such applications to be made in the
manner provided for in the Intercreditor Agreement, if applicable, and otherwise
at the direction of the Secured Creditors. The Agent need not apply or give
credit for any item included in proceeds of Receivables or other Collateral
until the Depositary Bank has received final payment therefor at its office in
cash or final solvent credits current at the site of deposit acceptable to the
Agent and the Depositary Bank as such. However, if the Agent does permit credit
to be given for any item prior to a Depositary Bank receiving final payment
therefor and such Depositary Bank fails to receive such final payment or an item
is charged back to the Agent or any Depositary Bank for any reason, the Agent
may at its election in either instance charge the amount of such item back
against any such remittance accounts or any Deposit Account of any Debtor
subject to the lien and security interest of this Agreement, together with
interest thereon at the Default Rate. Concurrently with each transmission of any
proceeds of Receivables or other Collateral to any such remittance account, upon
the Agent's request, the relevant Debtor shall furnish the Agent with a report
in such form as Agent shall reasonably require identifying the particular
Receivable or such other Collateral from which the same arises or relates.
Unless and until a Default or an Event of Default has occurred and is
continuing, the Agent will release proceeds of Collateral which the Agent has
not applied to the Secured Obligations as provided above from the remittance
account from time to time after receipt thereof. Each Debtor hereby indemnifies
the Secured Creditors from and against all liabilities, damages, losses,
actions, claims, judgments, and all reasonable costs, expenses, charges, and
attorneys' fees suffered or incurred by any Secured Creditor because of the
maintenance of the foregoing arrangements; PROVIDED, HOWEVER, that no Debtor
shall be required to indemnify any Secured Creditor for any of the foregoing to
the extent they arise from the gross negligence or willful misconduct of the
person seeking to be indemnified. The Secured Creditors shall have no liability
or responsibility to any Debtor for the Agent or any Depositary Bank accepting
any check, draft or other order for payment of money bearing the legend "payment
in full" or words of similar import or any other restrictive legend or
endorsement whatsoever or be responsible for determining the correctness of any
remittance.
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SECTION 7. SPECIAL PROVISIONS RE: INVENTORY AND EQUIPMENT.
(a) Each Debtor shall at its own cost and expense maintain, keep, and preserve
its Inventory in good and merchantable condition and keep and preserve its
Equipment (other than obsolete, worn-out or redundant Equipment) in good repair,
working order, and condition, ordinary wear and tear excepted, and, without
limiting the foregoing, make all necessary and proper repairs, replacements,
and additions to its Equipment (other than obsolete, worn-out or redundant
Equipment) so that the efficiency thereof shall be fully preserved and
maintained.
(b) Each Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by the Agent, use, consume,
sell, and lease the Inventory in the ordinary course of its business, but a sale
in the ordinary course of business shall not under any circumstance include any
transfer or sale in satisfaction, partial or complete, of a debt owing by such
Debtor.
(c) Each Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by the Agent, sell Equipment
to the extent not prohibited by the Credit Agreement and the Senior Note
Agreements.
(d) As of the time any Inventory or Equipment of a Debtor becomes
subject to the security interest provided for hereby and at all times
thereafter, such Debtor shall be deemed to have warranted as to any and all of
such Inventory and Equipment that all warranties of such Debtor set forth in
this Agreement are true and correct in all material respects with respect to
such Inventory and Equipment; and that all of such Inventory and Equipment is
located at a location set forth or otherwise disclosed or to be disclosed
pursuant to Section 4(b) hereof. Each Debtor warrants and agrees that none of
its Inventory is or will be consigned to any other person without the Agent's
prior written consent.
(e) If an Event of Default has occurred and is continuing and the Agent
or the Secured Creditors so request, each Debtor shall at its own cost and
expense cause the lien of the Agent in and to any portion of the Collateral
subject to a certificate of title law to be duly noted on such certificate of
title or to be otherwise filed in such manner as is prescribed by law in order
to perfect such lien and will cause all such certificates of title and evidences
of lien to be deposited with the Agent.
(f) Except for Equipment from time to time located on the real estate
described on Schedule D attached hereto or as otherwise hereafter disclosed to
the Agent and the Secured Creditors in writing, none of the Equipment is or will
be attached to real estate in such a manner that the same may become a fixture.
(g) If any of the Inventory is at any time evidenced by a document of
title, such document shall be promptly delivered by the relevant Debtor to the
Agent.
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SECTION 8. SPECIAL PROVISIONS RE: INVESTMENT PROPERTY AND DEPOSITS.
(a) Unless and until an Event of Default has occurred and is continuing and
thereafter until notified to the contrary by the Agent pursuant to Section
10(d) hereof:
(i) each Debtor shall be entitled to exercise all voting
and/or consensual powers pertaining to its Investment Property, or any
part thereof; and
(ii) each Debtor shall be entitled to receive and retain all
cash dividends paid upon or in respect of its Investment Property
subject to the lien and security interest of this Agreement.
(b) All Investment Property (including all securities, certificated or
uncertificated, securities accounts, and commodity accounts) maintained by each
Debtor on the date hereof is listed and identified on Schedule E attached hereto
and made a part hereof. Each Debtor shall promptly notify the Agent of any other
Investment Property acquired by such Debtor after the date hereof, and shall
submit to the Agent a supplement to Schedule E to reflect such additional rights
(provided any Debtor's failure to do so shall not impair the Agent's security
interest therein). Certificates for all certificated securities now or at any
time constituting Investment Property and part of the Collateral hereunder shall
be promptly delivered by the relevant Debtor to the Agent duly endorsed in blank
for transfer or accompanied by an appropriate assignment or assignments or an
appropriate undated stock power or powers, in every case sufficient to transfer
title thereto, including, without limitation, all stock received in respect of a
stock dividend or resulting from a split-up, revision or reclassification of the
Investment Property or any part thereof or received in addition to, in
substitution of or in exchange for the Investment Property or any part thereof
as a result of a merger, consolidation or otherwise. With respect to any
uncertificated securities or any Investment Property held by a securities
intermediary, commodity intermediary, or other financial intermediary of any
kind, at the Agent's request, the relevant Debtor shall execute and deliver, and
shall cause any such issuer or intermediary to execute and deliver, an agreement
among such Debtor, the Agent, and such issuer or intermediary in form and
substance reasonably satisfactory to the Agent which provides, among other
things, for the issuer's or intermediary's agreement that it will, while an
Event of Default exists, comply with such entitlement orders and apply any value
distributed on account of any Investment Property, as directed by the Agent
without further consent by such Debtor. The Agent may, at any time after the
occurrence and during the continuation of any Event of Default, cause to be
transferred into its name or the name of its nominee or nominees any and all of
the Investment Property hereunder.
(c) Unless and until an Event of Default has occurred and is
continuing, each Debtor may sell or otherwise dispose of any of its Investment
Property to the extent not prohibited by the Credit Agreement and the Senior
Note Agreements, PROVIDED that, except to the extent permitted by the Credit
Agreement and the Senior Note Agreements, no Debtor shall sell or otherwise
dispose of any capital stock or other equity interest in any direct or indirect
Subsidiary hereunder without the prior written consent of the Agent. After the
occurrence and during the continuation of any Event of Default, no Debtor shall
sell all or any part of its Investment Property without the prior written
consent of the Agent.
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(d) Each Debtor represents that on the date of this Agreement, none of
its Investment Property consists of margin stock (as such term is defined in
Regulation U of the Board of Governors of the Federal Reserve System) except to
the extent such Debtor has delivered to the Agent a duly executed and completed
Form U-1 with respect to such stock. If at any time the Investment Property or
any part thereof consists of margin stock, the relevant Debtor shall promptly so
notify the Agent and deliver to the Agent a duly executed and completed Form U-1
and such other instruments and documents reasonably requested by the Agent in
form and substance reasonably satisfactory to the Agent.
(e) Notwithstanding anything to the contrary contained herein, in the
event any Investment Property is subject to the terms of a separate security
agreement in favor of the Agent, the terms of such separate security agreement
shall govern and control unless otherwise agreed to in writing by the Agent.
(f) All Deposit Accounts maintained by each Debtor on the date hereof
are listed and identified (by account number and depository institution) on
Schedule E attached hereto and made a part hereof. Each Debtor shall promptly
notify the Agent of any other Deposit Account opened or maintained by such
Debtor after the date hereof, and shall submit to the Agent a supplement to
Schedule E to reflect such additional accounts (provided any Debtor's failure to
do so shall not impair the Agent's security interest therein). With respect to
any Deposit Account (other than payroll accounts and insurance accounts)
maintained by a depository institution other than the Agent, and as a condition
to the establishment and maintenance of any such Deposit Account, such Debtor,
the depository institution, and the Agent shall execute and deliver an account
control agreement in form and substance reasonably satisfactory to the Agent
which provides, among other things, for the depository institution's agreement
that, while an Event of Default exists, it will comply with instructions
originated by the Agent directing the disposition of the funds in the Deposit
Account without further consent by such Debtor; PROVIDED, HOWEVER, that no such
agreement need be obtained with respect to any Deposit Account wherein the value
of the Collateral as to which such agreement has not been obtained aggregates
less than $50,000 at any one time PROVIDED, FURTHER, that the value of all such
Deposit Accounts as to which such agreements have not been obtained aggregates
less than $250,000. Notwithstanding anything herein to the contrary, no such
account control agreement shall be required with respect to (i) account number
▇▇▇▇▇▇▇▇-149 maintained by the Public Hub Company with Bank of Montreal unless
the Agent or the Secured Creditors so indicate and (ii) account number 715815662
maintained by Hub Group Pittsburgh, LLC with National City Bank of Pennsylvania
unless such account remains open more than 60 days after the date hereof.
SECTION 9. POWER OF ATTORNEY. In addition to any other powers of
attorney contained herein, each Debtor hereby appoints the Agent, its nominee,
or any other person whom the Agent may designate as such Debtor's
attorney-in-fact, with full power and authority upon the occurrence and during
the continuation of any Event of Default: to sign such Debtor's name on
verifications of Receivables and other Collateral; to send requests for
verification of Collateral to such Debtor's customers, account debtors, and
other obligors; to endorse such Debtor's name on any checks, notes, acceptances,
money orders, drafts, and any other forms of payment or security that may come
into the Agent's possession; to endorse the Collateral in blank or to the order
16
of the Agent or its nominee; to sign such Debtor's name on any invoice or ▇▇▇▇
of lading relating to any Collateral, on claims to enforce collection of any
Collateral, on notices to and drafts against customers and account debtors and
other obligors, on schedules and assignments of Collateral, on notices of
assignment and on public records; to notify the post office authorities to
change the address for delivery of such Debtor's mail to an address designated
by the Agent; to receive, open, and dispose of all mail addressed to such
Debtor; and to do all things necessary to carry out this Agreement. Each Debtor
hereby ratifies and approves all acts of any such attorney done in good faith
and agrees that neither the Agent nor any such attorney will be liable for any
acts or omissions nor for any error of judgment or mistake of fact or law other
than such person's gross negligence or willful misconduct. The Agent may file
one or more financing statements disclosing its security interest in all or any
part of the Collateral without any Debtor's signature appearing thereon, and
each Debtor also hereby grants the Agent a power of attorney to execute any such
financing statements, and amendments and supplements thereto, on behalf of such
Debtor without notice thereof to any Debtor. The foregoing powers of attorney,
being coupled with an interest, are irrevocable until the Secured Obligations
have been fully paid and satisfied and the commitments of the Bank Creditors to
extend credit to or for the account of the Borrowers (or either of them) under
the Credit Agreement have expired or otherwise terminated.
SECTION 10. DEFAULTS AND REMEDIES. (a) The occurrence of any event or
the existence of any condition which is specified as an "Event of Default" under
the Credit Agreement or under any Senior Note Agreement shall constitute an
"EVENT OF DEFAULT" hereunder. For purposes hereof, a "DEFAULT" means any event
or condition the occurrence of which would, with the passage of time or the
giving of notice, or both, constitute an Event of Default.
(b) Upon the occurrence and during the continuation of any Event of
Default, the Agent shall have, in addition to all other rights provided herein
or by law, the rights and remedies of a secured party under the UCC (regardless
of whether the UCC is the law of the jurisdiction where the rights or remedies
are asserted and regardless of whether the UCC applies to the affected
Collateral), and further the Agent may, without demand and, to the extent
permitted by applicable law, without advertisement, notice, hearing or process
of law, all of which each Debtor hereby waives to the extent permitted by
applicable law, at any time or times, sell and deliver any or all Collateral
held by or for it at public or private sale, at any securities exchange or
broker's board or at the Agent's office or elsewhere, for cash, upon credit or
otherwise, at such prices and upon such terms as the Agent deems advisable, in
its discretion. In the exercise of any such remedies, the Agent may sell the
Collateral as a unit even though the sales price thereof may be in excess of the
amount remaining unpaid on the Secured Obligations. Also, if less than all the
Collateral is sold, the Agent shall have no duty to marshal or apportion the
part of the Collateral so sold as between the Debtors, or any of them, but may
sell and deliver any or all of the Collateral without regard to which of the
Debtors are the owners thereof. In addition to all other sums due any Secured
Creditor hereunder, each Debtor shall pay the Agent all reasonable costs and
expenses incurred by the Agent, including reasonable attorneys' fees and court
costs, in obtaining, liquidating or enforcing payment of Collateral or the
Secured Obligations or in the prosecution or defense of any action or proceeding
by or against any Secured Creditor or any Debtor concerning any matter arising
out of or connected with this Agreement or the Collateral or the Secured
Obligations, including, without limitation, any of the foregoing arising in,
arising under or related to a case under the United States Bankruptcy Code (or
any successor statute). Any requirement of reasonable notice shall be met if
17
such notice is personally served on or mailed, postage prepaid, to the Debtors
in accordance with Section 14(b) hereof at least ten days before the time of
sale or other event giving rise to the requirement of such notice; PROVIDED,
HOWEVER, no notification need be given to a Debtor if such Debtor has signed,
after an Event of Default hereunder has occurred, a statement renouncing any
right to notification of sale or other intended disposition. The Agent shall not
be obligated to make any sale or other disposition of the Collateral regardless
of notice having been given. Any Secured Creditor may be the purchaser at any
such sale. Each Debtor hereby waives all of its rights of redemption from any
such sale. The Agent may postpone or cause the postponement of the sale of all
or any portion of the Collateral by announcement at the time and place of such
sale, and such sale may, without further notice, be made at the time and place
to which the sale was postponed or the Agent may further postpone such sale by
announcement made at such time and place. The Agent has no obligation to prepare
the Collateral for sale. The Agent may sell or otherwise dispose of the
Collateral without giving any warranties as to the Collateral or any part
thereof, including disclaimers of any warranties of title or the like, and each
Debtor acknowledges and agrees that the absence of such warranties shall not
render the disposition commercially unreasonable.
(c) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default hereunder, in addition to all
other rights provided herein or by law, (i) the Agent shall have the right to
take physical possession of any and all of the Collateral and anything found
therein, the right for that purpose to enter without legal process any premises
where the Collateral may be found (provided such entry be done lawfully), and
the right to maintain such possession on the relevant Debtor's premises (each
Debtor hereby agreeing, to the extent it may lawfully do so, to lease such
premises without cost or expense to the Agent or its designee if the Agent so
requests) or to remove the Collateral or any part thereof to such other places
as the Agent may desire, (ii) the Agent shall have the right to direct any
intermediary at any time holding any Investment Property or other Collateral, or
any issuer thereof, to deliver such Collateral or any part thereof to the Agent
and/or to liquidate such Collateral or any part thereof and deliver the proceeds
thereof to the Agent (including, without limitation, the right to deliver a
notice of control with respect to any Collateral held in a securities account or
commodities account and deliver all entitlement orders with respect thereto),
(iii) the Agent shall have the right to exercise any and all rights with respect
to all Deposit Accounts of each Debtor, including, without limitation, the right
to direct the disposition of the funds in each Deposit Account and to collect,
withdraw, and receive all amounts due or to become due or payable thereunder,
and (iv) each Debtor shall, upon the Agent's demand, promptly assemble the
tangible Collateral and make it available to the Agent at a place reasonably
designated by the Agent which is reasonably convenient to such Debtor and the
Agent. If the Agent exercises its right to take possession of the Collateral,
each Debtor shall also at its expense perform any and all other steps reasonably
requested by the Agent to preserve and protect the security interest hereby
granted in the Collateral, such as placing and maintaining signs indicating the
security interest of the Agent, appointing overseers for the Collateral and
maintaining Collateral records.
(d) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default, all rights of the Debtors to
exercise the voting and/or consensual powers which they are entitled to exercise
pursuant to Section 8(a)(i) hereof and/or to receive and retain the
distributions which they are entitled to receive and retain pursuant to Section
8(a)(ii) hereof, shall, at the option of the Agent, cease and thereupon become
18
vested in the Agent, which, in addition to all other rights provided herein or
by law, shall then be entitled solely and exclusively to exercise all voting and
other consensual powers pertaining to the Investment Property and/or to receive
and retain the distributions which such Debtor would otherwise have been
authorized to retain pursuant to Section 8(a)(ii) hereof and shall then be
entitled solely and exclusively to exercise any and all rights of conversion,
exchange or subscription or any other rights, privileges or options pertaining
to any Investment Property as if the Agent were the absolute owner thereof
including, without limitation, the rights to exchange, at its discretion, all
Investment Property or any part thereof upon the merger, consolidation,
reorganization, recapitalization or other readjustment of the respective issuer
thereof or upon the exercise by or on behalf of any such issuer or the Agent of
any right, privilege or option pertaining to any Investment Property and, in
connection therewith, to deposit and deliver the Investment Property or any part
thereof with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Agent may determine. In
the event the Agent in good faith believes any of the Collateral constitutes
restricted securities within the meaning of any applicable securities laws, any
disposition thereof in compliance with such laws shall not render the
disposition commercially unreasonable.
(e) Without in any way limiting the foregoing, each Debtor hereby
grants to the Secured Creditors a non-exclusive royalty-free irrevocable license
and right to use, after the occurrence and during the continuance of an Event of
Default, all of such Debtor's patents, patent applications, patent licenses,
trademarks, trademark registrations, trademark licenses, trade names, trade
styles, and similar intangibles in connection with any foreclosure or other
realization by the Agent or the Secured Creditors on all or any part of the
Collateral to the extent permitted by law. The Agent agrees that it will, when
exercising its rights under the license granted under this Section 10(e), comply
in all material respects with quality standards and specifications employed by
the Debtors in commerce with respect to the Collateral. The license and right
granted the Secured Creditors hereby shall be without any royalty or fee or
charge whatsoever.
(f) The powers conferred upon the Secured Creditors hereunder are
solely to protect their interest in the Collateral and shall not impose on them
any duty to exercise such powers. The Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession or control if such Collateral is accorded treatment substantially
equivalent to that which the Agent accords its own property, consisting of
similar type assets, it being understood, however, that the Agent shall have no
responsibility for (i) ascertaining or taking any action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to any
Collateral, whether or not the Agent has or is deemed to have knowledge of such
matters, (ii) taking any necessary steps to preserve rights against any parties
with respect to any Collateral, or (iii) initiating any action to protect the
19
Collateral or any part thereof against the possibility of a decline in market
value. This Agreement constitutes an assignment of rights only and not an
assignment of any duties or obligations of the Debtors in any way related to the
Collateral, and the Agent shall have no duty or obligation to discharge any such
duty or obligation. Neither any Secured Creditor nor any party acting as
attorney for any Secured Creditor shall be liable for any acts or omissions or
for any error of judgment or mistake of fact or law other than such person's
gross negligence or willful misconduct.
(g) Failure by the Agent to exercise any right, remedy or option under
this Agreement or any other agreement between any Debtor and the Agent or
provided by law, or delay by the Agent in exercising the same, shall not operate
as a waiver; and no waiver shall be effective unless it is in writing, signed by
the party against whom such waiver is sought to be enforced and then only to the
extent specifically stated. The rights and remedies of the Secured Creditors
under this Agreement shall be cumulative and not exclusive of any other right or
remedy which any Secured Creditor may have.
SECTION 11. APPLICATION OF PROCEEDS. The proceeds and avails of the
Collateral at any time received by the Agent upon any collection, sale or other
disposition of the Collateral shall, when received by the Agent in cash or its
equivalent, be applied by the Agent in reduction of, or held as collateral
security for, the Secured Obligations in accordance with the terms of this
Agreement and the Intercreditor Agreement. The Debtors shall remain liable to
the Secured Creditors for any deficiency. Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the
Public Hub Company, as agent for the Debtors, or to whomsoever is lawfully
entitled thereto.
SECTION 12. CONTINUING AGREEMENT. This Agreement shall be a continuing
agreement in every respect and shall remain in full force and effect until all
of the Secured Obligations (other than contingent obligations that, by their
terms, survive the termination of the Credit Agreement, the Senior Note
Agreements and any related guaranties), both for principal and interest, have
been fully paid and satisfied and the commitments of the Secured Creditors to
extend credit to or for the account of the Borrowers, or either of them, under
the Credit Agreement have expired or otherwise terminated. Upon such termination
of this Agreement, the security interests granted herein shall terminate and the
Agent shall, upon the request and at the expense of the Debtors, forthwith
release its liens and security interests hereunder and shall deliver to the
Debtors such documents as the Debtors may reasonably request to evidence such
termination. If any of the Collateral (including without limitation equity
interests in any Subsidiary) shall be sold, transferred or otherwise disposed of
by any Debtor in a transaction permitted by the Credit Agreement and the Senior
Note Agreements, then the Agent shall, at the request and expense of such
Debtor, execute and deliver to such Debtor all releases and other documents
reasonably necessary for the release of the Liens created hereby on such
Collateral.
SECTION 13. THE AGENT. In acting under or by virtue of this Agreement,
the Agent shall be entitled to all the rights, authority, privileges, and
immunities provided in Sections 7 and 12 of the Intercreditor Agreement, all of
which provisions of said Intercreditor Agreement are incorporated by reference
herein with the same force and effect as if set forth herein in their entirety.
The Agent hereby disclaims any representation or warranty to the Secured
Creditors or any other holders of the Secured Obligations concerning the
perfection of the liens and security interests granted hereunder or in the value
of any of the Collateral.
SECTION 14. MISCELLANEOUS. (a) This Agreement cannot be changed or
terminated orally. This Agreement shall create a continuing lien on and security
interest in the Collateral and shall be binding upon each Debtor, its successors
and assigns and shall inure, together with the rights and remedies of the
Secured Creditors hereunder, to the benefit of the Secured Creditors and their
20
successors and permitted assigns; PROVIDED, HOWEVER, that no Debtor may assign
its rights or delegate its duties hereunder without the Agent's prior written
consent.
(b) Except as otherwise specified herein, all notices hereunder shall
be in writing (including, without limitation, notice by telecopy) and shall be
given to the relevant party at its address or telecopier number set forth below
(or, if no such address is set forth below, at the address of the relevant
Debtor as shown on the records of the Agent), or such other address or
telecopier number as such party may hereafter specify by notice to the other
given by courier, by United States certified or registered mail, by telecopy or
by other telecommunication device capable of creating a written record of such
notice and its receipt. Notices hereunder shall be addressed:
to the Debtors at: to the Agent at:
Hub Group, Inc. ▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the addresses specified in this Section.
(c) No Secured Creditor (other than the Agent) shall have the right to
institute any suit, action or proceeding in equity or at law for the foreclosure
or other realization upon any Collateral subject to this Agreement or for the
execution of any trust or power hereof or for the appointment of a receiver, or
for the enforcement of any other remedy under or upon this Agreement; it being
understood and intended that no one or more of the Secured Creditors shall have
any right in any manner whatsoever to affect, disturb or prejudice the lien and
security interest of this Agreement by its or their action or to enforce any
right hereunder, and that all proceedings at law or in equity shall be
instituted, had, and maintained by the Agent in the manner herein provided for
the benefit of the Secured Creditors.
(d) In the event and to the extent that any provision hereof shall be
deemed to be invalid or unenforceable by reason of the operation of any law or
by reason of the interpretation placed thereon by any court, this Agreement
shall to such extent be construed as not containing such provision, but only as
to such jurisdictions where such law or interpretation is operative, and the
invalidity or unenforceability of such provision shall not affect the validity
of any remaining provisions hereof, and any and all other provisions hereof
which are otherwise lawful and valid shall remain in full force and effect.
Without limiting the generality of the foregoing, in the event that this
21
Agreement shall be deemed to be invalid or otherwise unenforceable with respect
to any Debtor, such invalidity or unenforceability shall not affect the validity
of this Agreement with respect to the other Debtors.
(e) The lien and security interest herein created and provided for
stand as direct and primary security for the Secured Obligations of the
Borrowers arising under or otherwise relating to the Credit Agreement and the
Senior Note Agreements as well as for the other Secured Obligations secured
hereby. No application of any sums received by the Secured Creditors in respect
of the Collateral or any disposition thereof to the reduction of the Secured
Obligations or any part thereof shall in any manner entitle any Debtor to any
right, title or interest in or to the Secured Obligations or any collateral or
security therefor, whether by subrogation or otherwise, unless and until all
Secured Obligations have been fully paid and satisfied and all commitments of
the Secured Creditors to extend credit to or for the account of the Borrowers,
or either of them, have expired or otherwise terminated. Each Debtor (other than
the Borrowers) acknowledges and agrees that the lien and security interest
hereby created and provided are absolute and unconditional and shall not in any
manner be affected or impaired by any acts of omissions whatsoever of any
Secured Creditor or any other holder of any Secured Obligations, and without
limiting the generality of the foregoing, the lien and security interest hereof
shall not be impaired by any acceptance by any Secured Creditor or any other
holder of any Secured Obligations of any other security for or guarantors upon
any of the Secured Obligations or by any failure, neglect or omission on the
part of any Secured Creditor or any other holder of any of the Secured
Obligations to realize upon or protect any of the Secured Obligations or any
collateral or security therefor. Each Debtor (other than the Borrowers) agrees
that the lien and security interest hereof shall not in any manner be impaired
or affected by (and the Secured Creditors, without notice to anyone, are hereby
authorized to make from time to time) any sale, pledge, surrender, compromise,
settlement, release, renewal, extension, indulgence, alteration, substitution,
exchange, change in, modification or disposition of any of the Secured
Obligations or of any collateral or security therefor, or of any guaranty
thereof, or of any instrument or agreement setting forth the terms and
conditions pertaining to any of the foregoing. The Secured Creditors may at
their discretion at any time grant credit to the Borrowers, or either of them,
without notice to the other Debtors in such amounts and on such terms as the
Secured Creditors may elect without in any manner impairing the lien and
security interest created and provided for. In order to realize hereon and to
exercise the rights granted the Secured Creditors hereunder and under applicable
law, there shall be no obligation on the part of any Secured Creditor or any
other holder of any Secured Obligations at any time to first resort for payment
to the Borrowers, or either of them, or any other Debtor or to any guaranty of
the Secured Obligations or any portion thereof or to resort to any other
collateral, security, property, liens or any other rights or remedies
whatsoever, and the Secured Creditors shall have the right to enforce this
Agreement against any Debtor or its Collateral irrespective of whether or not
other proceedings or steps seeking resort to or realization upon or from any of
the foregoing are pending.
(f) In the event the Secured Creditors shall at any time in their
discretion permit a substitution of Debtors hereunder or a party shall wish to
become a Debtor hereunder, such substituted or additional Debtor shall, upon
executing an agreement in the form attached hereto as Schedule G, become a party
hereto and be bound by all the terms and conditions hereof to the same extent as
though such Debtor had originally executed this Agreement and, in the case of a
substitution, in lieu of the Debtor being replaced. Any such agreement shall
22
contain information as to such Debtor necessary to update Schedules A, B, C, D,
E, and F hereto with respect to it. No such substitution shall be effective
absent the written consent of the Agent nor shall it in any manner affect the
obligations of the other Debtors hereunder.
(g) This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same instrument.
(h) This Agreement shall be deemed to have been made in the State of
Illinois and shall be governed by, and construed in accordance with, the laws of
the State of Illinois. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provision hereof.
(i) Each Debtor hereby submits to the non-exclusive jurisdiction of the
United States District Court for the Northern District of Illinois and of any
Illinois state court sitting in the City of Chicago, Illinois, for purposes of
all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. Each Debtor irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient form. EACH DEBTOR AND, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT,
EACH SECURED CREDITOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
[SIGNATURE PAGES TO FOLLOW]
23
IN WITNESS WHEREOF, each Debtor has caused this Security Agreement to
be duly executed and delivered as of the date first above written.
"DEBTORS"
HUB GROUP, INC.
HUB CITY TERMINALS, INC.
HUB CHICAGO HOLDINGS, INC.
HLX COMPANY, L.L.C.
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, LLC
Q.S. OF GEORGIA, L.L.C.
HUB GROUP ALABAMA, LLC
HUB GROUP ATLANTA, LLC
HUB GROUP BOSTON, LLC
HUB GROUP CANADA, LP
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
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer
for each of the above Debtors
24
Accepted and agreed to in Chicago, Illinois, as of the date first above
written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Agent
By
Name________________________________________
Title_______________________________________
25
SCHEDULE A
LOCATIONS
COLUMN 1 COLUMN 2 COLUMN 3
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF AND
REGISTRATION NUMBER) LANDLORD AT SUCH LOCATION) LANDLORD AT SUCH LOCATIONS)
HUB GROUP, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ corporation ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#2456676 (CarrAmerica)
HUB CITY TERMINALS, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. None
Delaware corporation ▇▇▇ ▇▇▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(CarrAmerica)
HUB CHICAGO HOLDINGS, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ corporation ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#2877605 (CarrAmerica)
HLX COMPANY, L.L.C. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
#2589176 (Meadow Park Associates)
QSSC, INC. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ corporation City of Industry, CA 91748
#3073474 (PH ▇▇▇▇▇▇▇ Trust)
QUALITY SERVICES, L.L.C. Mailing address: None
Missouri limited liability company ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
#▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Property location:
Union Seventy Center
Business Park
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Union Seventy Partnership)
QUALITY SERVICES OF KANSAS, L.L.C. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
#2409704 (BB Holdings LC)
QUALITY SERVICES OF NEW JERSEY, L.L.C. None None
New Jersey limited liability company
#0600026763
Q.S. OF ILLINOIS, LLC ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#B02918 (▇▇▇▇▇ & ▇▇▇▇▇ Properties)
COLUMN 1 COLUMN 2 COLUMN 3
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF AND
REGISTRATION NUMBER) LANDLORD AT SUCH LOCATION) LANDLORD AT SUCH LOCATIONS)
Q.S. OF GEORGIA, L.L.C. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇
▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#K626114 (Diamond)
HUB GROUP ALABAMA, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540528 (▇▇▇▇▇▇ & Company, Inc.)
HUB GROUP ATLANTA, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company Suite ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Southeast Properties Group LP) (Lakeshore Marketplace)
HUB GROUP BOSTON, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540526 (▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLC)
HUB GROUP CANADA, LP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. None
Delaware limited partnership ▇▇▇▇▇ ▇▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Ttertt Associates, LLC)
HUB GROUP CLEVELAND, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540524 (Tech Park Associates Ltd)
HUB GROUP DETROIT, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇.▇.
Delaware limited liability company ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ #▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(Ttertt Associates, LLC) (Trinity Properties)
HUB GROUP FLORIDA, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Southeast Properties Group LP)
HUB GROUP GOLDEN GATE, LLC ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇.
#2540520 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(IRPM-Walnut Creek) (▇▇▇▇ Enterprises Utah, LLC)
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Aspen Gold)
2
COLUMN 1 COLUMN 2 COLUMN 3
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF AND
REGISTRATION NUMBER) LANDLORD AT SUCH LOCATION) LANDLORD AT SUCH LOCATIONS)
HUB GROUP INDIANAPOLIS, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 46032-5625
(Technology Center Associates)
HUB GROUP KANSAS CITY, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540496 (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇)
HUB GROUP LOS ANGELES, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540497 (CSFU Foundation) (▇▇▇▇▇▇ Realty & Management)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇▇▇▇ Transfer & Storage Co.)
HUB GROUP MID ATLANTIC, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
#2540499 Towson, MD 21286
(MIE Properties, Inc.)
HUB GROUP NEW ORLEANS, LLC ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540504 (Heights Medical Tower, Ltd.)
HUB GROUP NEW YORK STATE, LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540505 (The Park at Allens Creek LLC)
HUB GROUP NEW YORK-NEW JERSEY, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇
#2540507 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Hovtown, Inc)
HUB GROUP NORTH CENTRAL, LLC ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540488 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (UHI Commercial Real Estate)
(Towne Realty, Inc)
3
COLUMN 1 COLUMN 2 COLUMN 3
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF AND
REGISTRATION NUMBER) LANDLORD AT SUCH LOCATION) LANDLORD AT SUCH LOCATIONS)
HUB GROUP OHIO, LLC ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇▇▇▇ Investments)
HUB GROUP PHILADELPHIA, LLC None None
Delaware limited liability company
#2540495
HUB GROUP PITTSBURGH, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇
#▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇▇▇▇ Development Co.)
HUB GROUP PORTLAND, LLC ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ S. E. 38th St.
Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
#2540501 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(North Pacific Management, Inc.) (Sterling Realty Organization)
HUB GROUP ST. LOUIS, LLC Creve Coeur Corporate Center III None
Delaware limited liability company ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
#2540506 ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Creve Coeur LLC
(aka ▇▇▇▇▇▇▇ ▇▇▇▇)
HUB GROUP TENNESSEE, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540510 (▇▇▇▇▇ Equity, Inc.)
HUB CITY TEXAS, L.P. ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Suite 300 Houston, 9319 LBJ Suite 120
Delaware limited partnership TX 77008 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#2540523 (Heights Medical Tower, Ltd.) (2.4 For 1, Ltd)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Okary, LLC)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Hibernia National Bank)
HUB GROUP TRANSPORT, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#3451015 (CarrAmerica)
HUB GROUP ASSOCIATES, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ corporation ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#53843689 (CarrAmerica)
HUB FREIGHT SERVICES, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ corporation ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#2698255 (CarrAmerica)
4
COLUMN 1 COLUMN 2 COLUMN 3
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF AND
REGISTRATION NUMBER) LANDLORD AT SUCH LOCATION) LANDLORD AT SUCH LOCATIONS)
HUB GROUP DISTRIBUTION SERVICES, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
#00781649 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Dollar Lake LLC)
(South P.W. LLC)
HUB HIGHWAY SERVICES ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ general partnership ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
No Organizational ID Number (CarrAmerica)
5
SCHEDULE B
OTHER NAMES
A. PRIOR LEGAL NAMES
NAME OF DEBTOR PRIOR LEGAL NAMES
Hub Group, Inc. None
Hub City Terminals, Inc. None
Hub Chicago Holdings, Inc. None
HLX Company, L.L.C. None
QSSC, Inc. None
Quality Services, L.L.C. None
Quality Services of Kansas, L.L.C. None
Quality Services of New Jersey, L.L.C. None
Q.S. of Illinois, LLC Quality Services of Michigan, L.L.C.;
Q.S. of Illinois, Inc.
(Note: QS of Illinois, Inc. merged into Quality
Services of Michigan which then changed names to QS of
Illinois LLC)
Q.S. of Georgia, L.L.C. None
Hub Group Alabama, LLC Hub City Alabama, L.P.
Hub Group Atlanta, LLC Hub City Atlanta, L.P.
Hub Group Boston, LLC Hub City Boston, L.P.
Hub Group Canada, LP Hub City Canada, L.P.; Hub Group Canada, LLC
Hub Group Cleveland, LLC Hub City Cleveland, L.P.
Hub Group Detroit, LLC Hub City Detroit, L.P.
Hub Group Florida, LLC Hub City Florida, L.P.
Hub Group Golden Gate, LLC Hub City Golden Gate, L.P.
NAME OF DEBTOR PRIOR LEGAL NAMES
Hub Group Indianapolis, LLC Hub City Indianapolis, L.P.
Hub Group Kansas City, LLC Hub City Kansas City, L.P.
Hub Group Los Angeles, LLC Hub City Los Angeles, L.P.
Hub Group Mid Atlantic, LLC Hub City Mid Atlantic, L.P.
Hub Group New Orleans, LLC Hub City New Orleans, L.P.
Hub Group New York State, LLC Hub City New York State, L.P.
Hub Group New York-New Jersey, LLC Hub City New York-New Jersey, L.P.
Hub Group North Central, LLC Hub City North Central, L.P.
Hub Group Ohio, LLC Hub City Ohio, L.P.
Hub Group Philadelphia, LLC Hub City Philadelphia, L.P.
Hub Group Pittsburgh, LLC Hub City Pittsburgh, L.P.
Hub Group Portland, LLC Hub City Portland, L.P.
Hub Group St. Louis, LLC Hub City St. Louis, L.P.
Hub Group Tennessee, LLC Hub City Tennessee, L.P.
Hub City Texas, L.P. None
Hub Group Transport, LLC None
Hub Group Associates, Inc. None
Hub Freight Services, Inc. None
Hub Group Distribution Services, LLC Hub Group Distribution Services
Hub Highway Services None
B. TRADE NAMES
NAME OF DEBTOR TRADE NAMES
Hub Group, Inc. Hub Group; Hub Group Supply Chain Solutions; Premier
Service Network; Hub Group Expedited Services; Hub
Online Services
2
NAME OF DEBTOR TRADE NAMES
Hub City Terminals, Inc. Hub Chicago
Hub Chicago Holdings, Inc. None
HLX Company, L.L.C. None
QSSC, Inc. None
Quality Services, L.L.C. None
Quality Services of Kansas, L.L.C. None
Quality Services of New Jersey, L.L.C. None
Q.S. of Illinois, LLC None
Q.S. of Georgia, L.L.C. None
Hub Group Alabama, LLC None
Hub Group Atlanta, LLC None
Hub Group Boston, LLC None
Hub Group Canada, LP None
Hub Group Cleveland, LLC Hub Group Columbus
Hub Group Detroit, LLC Hub Group Western Michigan
Hub Group Florida, LLC None
Hub Group Golden Gate, LLC Hub Group Intermountain
Hub Group Indianapolis, LLC None
Hub Group Kansas City, LLC None
Hub Group Los Angeles, LLC Hub Group San Diego; Hub Group Arizona
Hub Group Mid Atlantic, LLC None
Hub Group New Orleans, LLC None
Hub Group New York State, LLC None
Hub Group New York-New Jersey, LLC None
Hub Group North Central, LLC None
3
NAME OF DEBTOR TRADE NAMES
Hub Group Ohio, LLC None
Hub Group Philadelphia, LLC None
Hub Group Pittsburgh, LLC None
Hub Group Portland, LLC Hub Group Seattle
Hub Group St. Louis, LLC None
Hub Group Tennessee, LLC None
Hub City Texas, L.P. None
Hub Group Transport, LLC None
Hub Group Associates, Inc. None
Hub Freight Services, Inc. None
Hub Group Distribution Services, LLC None
Hub Highway Services None
4
SCHEDULE C
INTELLECTUAL PROPERTY RIGHTS
NAME OF DEBTOR INTELLECTUAL PROPERTY RIGHTS
REGISTERED TRADEMARKS REGISTRATION NUMBER DATE
Hub Group, Inc. H (design) 2,033,119 1/21/97
Hub Group 1,997,149 8/27/96
Premier Service 2,579,075 6/11/02
Network
Knowledge Driven 2,151,187 4/14/98
Logistics
Hub Online 2,604,197 8/6/02
Hub City Terminals, Inc. None
Hub Chicago Holdings, Inc. None
HLX Company, L.L.C. None
QSSC, Inc. None
Quality Services, L.L.C. None
Quality Services of Kansas, L.L.C. None
Quality Services of New Jersey, L.L.C. None
Q.S. of Illinois, LLC None
Q.S. of Georgia, L.L.C. None
Hub Group Alabama, LLC None
Hub Group Atlanta, LLC None
Hub Group Boston, LLC None
Hub Group Canada, LP None
Hub Group Cleveland, LLC None
Hub Group Detroit, LLC None
NAME OF DEBTOR INTELLECTUAL PROPERTY RIGHTS
Hub Group Florida, LLC None
Hub Group Golden Gate, LLC None
Hub Group Indianapolis, LLC None
Hub Group Kansas City, LLC None
Hub Group Los Angeles, LLC None
Hub Group Mid Atlantic, LLC None
Hub Group New Orleans, LLC None
Hub Group New York State, LLC None
Hub Group New York-New Jersey, LLC None
Hub Group North Central, LLC None
Hub Group Ohio, LLC None
Hub Group Philadelphia, LLC None
Hub Group Pittsburgh, LLC None
Hub Group Portland, LLC None
Hub Group St. Louis, LLC None
Hub Group Tennessee, LLC None
Hub City Texas, L.P. None
Hub Group Transport, LLC None
Hub Group Associates, Inc. None
Hub Freight Services, Inc. None
Hub Group Distribution Services, LLC None
Hub Highway Services None
2
SCHEDULE D
REAL ESTATE LEGAL DESCRIPTIONS
None
SCHEDULE E
INVESTMENT PROPERTY AND DEPOSITS
A. INVESTMENT PROPERTY
INVESTMENT PROPERTY
NAME OF DEBTOR (NAME AND PERCENTAGE OF ENTITY OWNED)
Hub Group, Inc. HLX Company, L.L.C. 50%
Hub City Terminals, Inc. 100%
Hub City Terminals, Inc. Hub City Texas, L.P. 1% (GP)
Hub Group Alabama, LLC 100%
Hub Group Atlanta, LLC 100%
Hub Group Boston, LLC 100%
Hub Group Canada, LP 99%
Hub Group Cleveland, LLC 100%
Hub Group Detroit, LLC 100%
Hub Group Florida, LLC 100%
Hub Group Golden Gate, LLC 100%
Hub Group Indianapolis, LLC 100%
Hub Group Kansas City, LLC 100%
Hub Group Los Angeles, LLC 100%
Hub Group Mid Atlantic, LLC 100%
Hub Group New Orleans, LLC 100%
Hub Group New York State, LLC 100%
Hub Group New York-New Jersey, LLC 100%
Hub Group North Central, LLC 100%
Hub Group Ohio, LLC 100%
Hub Group Philadelphia, LLC 100%
Hub Group Pittsburgh, LLC 100%
Hub Group Portland, LLC 100%
Hub Group St. Louis, LLC 100%
Hub Group Tennessee, LLC 100%
HLX Company, L.L.C. 50%
Hub Chicago Holdings, Inc. 100%
Hub Group Associates, Inc. 100%
Hub Group Distribution Services, LLC 100%
Q.S. of Georgia, L.L.C. 25%
Q.S. of Illinois, LLC 100%
QSSC, Inc. 100%
Quality Services, L.L.C. 25%
Quality Services of Kansas, L.L.C. 25%
Quality Services of New Jersey, L.L.C. 25%
INVESTMENT PROPERTY
NAME OF DEBTOR (NAME AND PERCENTAGE OF ENTITY OWNED)
Hub Chicago Holdings, Inc. Hub Group Canada, LP 1%
Hub City Texas, LP 99%
HLX Company, L.L.C. None
QSSC, Inc. None
Quality Services, L.L.C. None
Quality Services of Kansas, L.L.C. None
Quality Services of New Jersey, L.L.C. None
Q.S. of Illinois, LLC None
Q.S. of Georgia, L.L.C. None
Hub Group Alabama, LLC None
Hub Group Atlanta, LLC Quality Services of Georgia, L.L.C. 75%
Hub Group Boston, LLC None
Hub Group Canada, LP None
Hub Group Cleveland, LLC None
Hub Group Detroit, LLC None
Hub Group Florida, LLC None
Hub Group Golden Gate, LLC None
Hub Group Indianapolis, LLC None
Hub Group Kansas City, LLC Quality Services of Kansas, L.L.C. 75%
Hub Group Los Angeles, LLC None
Hub Group Mid Atlantic, LLC None
Hub Group New Orleans, LLC None
Hub Group New York State, LLC None
Hub Group New York-New Jersey, LLC Quality Services of New Jersey, L.L.C. 75%
Hub Group North Central, LLC None
2
INVESTMENT PROPERTY
NAME OF DEBTOR (NAME AND PERCENTAGE OF ENTITY OWNED)
Hub Group Ohio, LLC None
Hub Group Philadelphia, LLC None
Hub Group Pittsburgh, LLC None
Hub Group Portland, LLC None
Hub Group St. Louis, LLC Quality Services, L.L.C. 75%
Hub Group Tennessee, LLC None
Hub City Texas, L.P. None
Hub Group Transport, LLC None
Hub Group Associates, Inc. Hub Freight Services, Inc. 100%
Hub Group Transport, LLC 100%
Hub Freight Services, Inc. None
Hub Group Distribution Services, LLC None
Hub Highway Services None
B. DEPOSITS
NAME OF DEBTOR DEPOSITS
Hub Group, Inc. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Account Number: 292-131-0 (Key Account)
Account Number: ▇▇▇-▇▇▇-▇ (Medical Claims)
Account Number: ▇▇▇-▇▇▇-▇ (Flexible Spend)
Bank of Montreal
First Canadian Place
▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Account Number: ▇▇▇▇▇▇▇▇-149
3
NAME OF DEBTOR DEPOSITS
Hub City Terminals, Inc. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Chicago Holdings, Inc. None
HLX Company, L.L.C.
▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇ (Payroll Account)
QSSC, Inc. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Quality Services, L.L.C. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Quality Services of Kansas, L.L.C. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: 385-557-4
Quality Services of New Jersey, L.L.C. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Q.S. of Illinois, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Account Number: ▇▇▇-▇▇▇-▇
(Account is in the name of Q.S. of Illinois, Inc.)
Account Number: ▇▇▇-▇▇▇-▇ (Payroll Account)
Hub Group Alabama, LLC None
Hub Group Atlanta, LLC None
4
NAME OF DEBTOR DEPOSITS
Hub Group Boston, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group Canada, LP None
Hub Group Cleveland, LLC None
Hub Group Detroit, LLC None
Hub Group Florida, LLC None
Hub Group Golden Gate, LLC None
Hub Group Indianapolis, LLC None
Hub Group Kansas City, LLC ▇▇▇▇▇▇ Bank ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group Los Angeles, LLC None
Hub Group Mid Atlantic, LLC None
Hub Group New Orleans, LLC None
Hub Group New York State, LLC None
Hub Group New York-New Jersey, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group North Central, LLC None
Hub Group Ohio, LLC None
Hub Group Philadelphia, LLC None
5
NAME OF DEBTOR DEPOSITS
Hub Group Pittsburgh, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: 292-148-4
National City Bank of Pennsylvania
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Account Number 715815662
(Account is in the name of Hub City Pittsburgh LP)
Hub Group Portland, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group St. Louis, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group Tennessee, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub City Texas, ▇.▇. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇ (Grower Pay)
Hub Group Transport, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Hub Group Associates, Inc. ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Account Number: ▇▇▇-▇▇▇-▇
Account Number: ▇▇▇-▇▇▇-▇ (Lockbox Account)
Hub Freight Services, Inc. None
6
NAME OF DEBTOR DEPOSITS
Hub Group Distribution
Services, LLC ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ Account Number:
▇▇▇-▇▇▇-▇
Account Number: ▇▇▇-▇▇▇-▇ (Payroll Account)
Hub Highway Services None
7
SCHEDULE F
COMMERCIAL TORT CLAIMS
NAME OF DEBTOR COMMERCIAL TORT CLAIMS
Hub Group, Inc. HUB GROUP, INC. VS. LOCKTON COMPANIES, INC. AND ROANOKE TRADE
SERVICES, INC., Case No. 01L 016537 filed in the Circuit Court of
▇▇▇▇ County, Illinois. Hub Group, Inc. filed this suit against its
insurance brokers to recover defense costs and cargo claims that
Hub Group, Inc. paid and contends that such costs and claims should
have been defended and paid under its insurance policy procured
through the defendants. Hub Group, Inc. alleges breach of
contract, breach of fiduciary duty, negligence, negligent
misrepresentation and unjust enrichment in its complaint.
Hub City Terminals, Inc. None
Hub Chicago Holdings, Inc. None
HLX Company, L.L.C. None
QSSC, Inc. None
Quality Services, L.L.C. None
Quality Services of Kansas, L.L.C. None
Quality Services of New Jersey, L.L.C. None
Q.S. of Illinois, LLC None
Q.S. of Georgia, L.L.C. None
Hub Group Alabama, LLC None
Hub Group Atlanta, LLC None
Hub Group Boston, LLC None
Hub Group Canada, LP None
Hub Group Cleveland, LLC None
Hub Group Detroit, LLC None
Hub Group Florida, LLC None
Hub Group Golden Gate, LLC None
Hub Group Indianapolis, LLC None
NAME OF DEBTOR COMMERCIAL TORT CLAIMS
Hub Group Kansas City, LLC None
Hub Group Los Angeles, LLC None
Hub Group Mid Atlantic, LLC None
Hub Group New Orleans, LLC None
Hub Group New York State, LLC None
Hub Group New York-New Jersey, LLC None
Hub Group North Central, LLC None
Hub Group Ohio, LLC None
Hub Group Philadelphia, LLC None
Hub Group Pittsburgh, LLC None
Hub Group Portland, LLC None
Hub Group St. Louis, LLC None
Hub Group Tennessee, LLC None
Hub City Texas, L.P. None
Hub Group Transport, LLC None
Hub Group Associates, Inc. None
Hub Freight Services, Inc. None
Hub Group Distribution Services, LLC None
Hub Highway Services None
2
SCHEDULE G
ASSUMPTION AND SUPPLEMENTAL SECURITY AGREEMENT
THIS AGREEMENT dated as of this _____ day of _____________, 20__ from
[NEW DEBTOR], a _______________ CORPORATION/LIMITED LIABILITY
COMPANY/PARTNERSHIP (the "NEW DEBTOR"), to ▇▇▇▇▇▇ Trust and Savings Bank
("HTSB"), as collateral agent for the Secured Creditors (defined in the Security
Agreement hereinafter identified and defined) (HTSB acting as such agent and any
successor or successors to HTSB in such capacity being hereinafter referred to
as the "AGENT").
PRELIMINARY STATEMENTS
A. Hub Group, Inc., a Delaware corporation (the "PUBLIC HUB
COMPANY"), Hub City Terminals, Inc., a Delaware corporation ("HUB CHICAGO")
(the Public Hub Company and Hub Chicago being hereinafter referred to
collectively as the "BORROWERS" and individually as a "BORROWER") and certain
other parties have executed and delivered to the Agent that certain Security
Agreement dated as of _____________, 2002 (such Security Agreement, as the same
may from time to time be amended, modified or restated, including supplements
thereto which add additional parties as Debtors thereunder, being hereinafter
referred to as the "SECURITY AGREEMENT"), pursuant to which such parties (the
"EXISTING DEBTORS") have granted to the Agent for the benefit of the Secured
Creditors a lien on and security interest in the Existing Debtors' Collateral
(as such term is defined in the Security Agreement) to secure the Secured
Obligations (as such term is defined in the Security Agreement).
B. The Borrowers provide the New Debtor with substantial financial,
managerial, administrative, and technical support and the New Debtor will
benefit, directly and indirectly, from credit and other financial accommodations
extended by the Secured Creditors to the Borrowers.
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Borrowers by the Secured Creditors from time to time, the New Debtor hereby
agrees as follows:
1. The New Debtor acknowledges and agrees that it shall become a
"Debtor" party to the Security Agreement effective upon the date the New
Debtor's execution of this Agreement and the delivery of this Agreement to the
Agent, and that upon such execution and delivery, all references in the Security
Agreement to the terms "Debtor" or "Debtors" shall be deemed to include the New
Debtor. Without limiting the generality of the foregoing, the New Debtor hereby
repeats and reaffirms all grants (including the grant of a lien and security
interest), covenants, agreements, representations, and warranties contained in
the Security Agreement as amended hereby, each and all of which are and shall
remain applicable to the Collateral from time to time owned by the New Debtor or
in which the New Debtor from time to time has any rights. Without limiting the
foregoing, in order to secure payment of the Secured Obligations, whether now
existing or hereafter arising, the New Debtor does hereby grant to the Agent for
the benefit of the Secured Creditors, and hereby agrees that the Agent has and
shall continue to have for the benefit of the Secured Creditors a continuing
lien on and security interest in, among other things, all of the New Debtor's
Collateral (as such term is defined in the Security Agreement), including,
without limitation, all of the New Debtor's Accounts, Chattel Paper,
Instruments, Documents, General Intangibles Letter-of-Credit Rights, Supporting
Obligations, Deposit Accounts, Investment Property, Inventory, Equipment,
Fixtures, Commercial Tort Claims, and all of the other Collateral described in
Section 2 of the Security Agreement, each and all of such granting clauses being
incorporated herein by reference with the same force and effect as if set forth
herein in their entirety except that all references in such clauses to the
Existing Debtors or any of them shall be deemed to include references to the New
Debtor. Nothing contained herein shall in any manner impair the priority of the
liens and security interests heretofore granted in favor of the Agent under the
Security Agreement.
2. Schedules A (Locations), Schedule B (Other Names), Schedule C
(Intellectual Property Rights), Schedule D (Real Estate), Schedule E (Investment
Property and Deposits), and Schedule F (Commercial Tort Claims) to the Security
Agreement shall be supplemented by the information stated below with respect to
the New Debtor:
SUPPLEMENT TO SCHEDULE A
NAME OF DEBTOR (AND STATE OF ADDITIONAL PLACES OF BUSINESS AND
ORGANIZATION AND ORGANIZATIONAL CHIEF EXECUTIVE OFFICE (AND NAME OF COLLATERAL LOCATIONS (AND NAME OF
REGISTRATION NUMBER) RECORD OWNER OF SUCH LOCATION) RECORD OWNER OF SUCH LOCATIONS)
---------------------- ------------------------- -----------------------
---------------------- ------------------------- -----------------------
SUPPLEMENT TO SCHEDULE B
NAME OF DEBTOR PRIOR LEGAL NAMES AND TRADE NAMES OF SUCH DEBTOR
------------------------------------ ---------------------------------
SUPPLEMENT TO SCHEDULE C
INTELLECTUAL PROPERTY RIGHTS
----------------------------------
----------------------------------
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SUPPLEMENT TO SCHEDULE D
REAL ESTATE LEGAL DESCRIPTIONS
----------------------------------
----------------------------------
SUPPLEMENT TO SCHEDULE E
INVESTMENT PROPERTY AND DEPOSITS
-------------------------
-------------------------
SUPPLEMENT TO SCHEDULE F
COMMERCIAL TORT CLAIMS
-------------------------
-------------------------
3. The New Debtor hereby acknowledges and agrees that the Secured
Obligations are secured by all of its Collateral according to, and otherwise on
and subject to, the terms and conditions of the Security Agreement to the same
extent and with the same force and effect as if the New Debtor had originally
been one of the Existing Debtors under the Security Agreement and had originally
executed the same as such an Existing Debtor.
4. All capitalized terms used in this Agreement without definition
shall have the same meaning herein as such terms have in the Security Agreement,
except that any reference to the term "Debtor" or "Debtors" and any provision of
the Security Agreement providing meaning to such term shall be deemed a
reference to the Existing Debtors and the New Debtor. Except as specifically
modified hereby, all of the terms and conditions of the Security Agreement shall
stand and remain unchanged and in full force and effect.
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5. The New Debtor agrees to execute and deliver such further
instruments and documents and do such further acts and things as the Agent may
reasonably deem necessary or proper to carry out more effectively the purposes
of this Agreement.
6. No reference to this Agreement need be made in the Security
Agreement or in any other document or instrument making reference to the
Security Agreement, any reference to the Security Agreement in any of such to be
deemed a reference to the Security Agreement as modified hereby.
7. This Agreement shall be governed by and construed in accordance
with the State of Illinois (without regard to principles of conflicts of law).
[INSERT NAME OF NEW DEBTOR]
By
Name_________________________________________
Title________________________________________
Accepted and agreed to as of the date first above written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Agent
By
Name_________________________________________
Title________________________________________
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SCHEDULE H
SUPPLEMENTAL SECURITY AGREEMENT
THIS AGREEMENT (this "AGREEMENT") dated as of this _____ day of
_____________, 20__ from [DEBTOR], a _____________ CORPORATION/LIMITED LIABILITY
COMPANY/PARTNERSHIP (the "DEBTOR"), to ▇▇▇▇▇▇ Trust and Savings Bank ("HTSB "),
as collateral agent for the Secured Creditors (defined in the Security Agreement
hereinafter identified and defined) (HTSB acting as such agent and any successor
or successors to HTSB in such capacity being hereinafter referred to as the
"AGENT").
PRELIMINARY STATEMENTS
A. Hub Group, Inc., a Delaware corporation (the "PUBLIC HUB
COMPANY"), Hub City Terminals, Inc., a Delaware corporation ("HUB CHICAGO") (the
Public Hub Company and Hub Chicago being hereinafter referred to collectively
as the "BORROWERS" and individually as a "BORROWER") and certain other parties
have executed and delivered to the Agent that certain Security Agreement dated
as of _____________, 2002 (such Security Agreement, as the same may from time
to time be amended, modified or restated, being hereinafter referred to as the
"SECURITY AGREEMENT"), pursuant to which such parties have granted to the Agent
for the benefit of the Secured Creditors a lien on and security interest in the
Collateral to secure the Secured Obligations (as such term is defined in the
Security Agreement).
B. Pursuant to the Security Agreement, the Debtor granted to the
Agent, among other things, a continuing security interest in all Commercial
Tort Claims.
C. The Debtor has acquired a Commercial Tort Claim, and executes
and delivers this Agreement to confirm and assure the Agent's security interest
therein.
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Borrowers by the Secured Creditors from time to time, the Debtor hereby agrees
as follows:
1. In order to secure payment of the Secured Obligations, whether now
existing or hereafter arising, the Debtor does hereby grant to the Agent for the
benefit of the Secured Creditors, and hereby agrees that the Agent has and shall
continue to have for the benefit of the Secured Creditors a continuing lien on
and security interest in the Commercial Tort Claim described below:
(Insert description of the Commercial Tort Claim by referring to a
specific incident giving rise to the claim)
2. Schedule F (Commercial Tort Claims) to the Security Agreement is
hereby amended to include reference to the Commercial Tort Claim referred to in
Section 1 above. The Commercial Tort Claim described herein is in addition to,
and not in substitution or replacement for, the Commercial Tort Claims
heretofore described in and subject to the Security Agreement, and nothing
contained herein shall in any manner impair the priority of the liens and
security interests heretofore granted by the Debtor in favor of the Agent under
the Security Agreement.
3. All capitalized terms used in this Agreement without definition
shall have the same meaning herein as such terms have in the Security Agreement,
except that any reference to the term "Collateral" and any provision of the
Security Agreement providing meaning to such term shall be deemed to include the
Commercial Tort Claim referred to in Section 1 above. Except as specifically
modified hereby, all of the terms and conditions of the Security Agreement shall
stand and remain unchanged and in full force and effect.
4. The Debtor agrees to execute and deliver such further instruments
and documents and do such further acts and things as the Agent may reasonably
deem necessary or proper to carry out more effectively the purposes of this
Agreement.
5. No reference to this Agreement need be made in the Security
Agreement or in any other document or instrument making reference to the
Security Agreement, any reference to the Security Agreement in any of such to be
deemed a reference to the Security Agreement as modified hereby.
6. The Debtor acknowledges that this Agreement shall be effective upon
its execution and delivery by the Debtor to the Agent, and it shall not be
necessary for the Agent to execute this Agreement or any other acceptance hereof
or otherwise to signify or express its acceptance hereof.
7. This Agreement shall be governed by and construed in accordance
with the State of Illinois (without regard to principles of conflicts of law).
[INSERT NAME OF DEBTOR]
By
Name____________________________________________
Title___________________________________________
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