-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ld0UoIIDa/1oCALIclkzdNBvKy/DR+wrHd1rzx8GdSzwyaXKGMeUh37qEas4mhq9 u6l2dY2b4DakvhJlF+X6yg== 0000950134-03-008676.txt : 20030529 0000950134-03-008676.hdr.sgml : 20030529 20030529170547 ACCESSION NUMBER: 0000950134-03-008676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030529 GROUP MEMBERS: JB HUNT LLC GROUP MEMBERS: JOHNELLE D HUNT GROUP MEMBERS: JOHNELLE HUNT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36369 FILM NUMBER: 03723983 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUNT JOHNNIE B CENTRAL INDEX KEY: 0000901879 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 SC 13D/A 1 d06380a1sc13dza.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 J.B. HUNT TRANSPORT SERVICES, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 445658-10-7 (CUSIP Number) Charles C. Price, Esq. Wright, Lindsey & Jennings LLP 200 West Capitol Avenue Little Rock, Arkansas 72201-3699 501-371-0808 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less or such class.) (See Rule 13d-7.) Page 1 SCHEDULE 13D CUSIP No. 445658-10-7 - ---------------------- - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHNELLE HUNT, LLC - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [X] - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF ARKANSAS - ------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 110,905 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 110,905 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,905 - ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] NOT APPLICABLE - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.28% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------- Page 2 SCHEDULE 13D CUSIP No. 445658-10-7 - ---------------------- - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHNELLE D. HUNT - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [X] - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - ------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 3,071 BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 8,433,255 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,071 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,433,255 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,436,326 - ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.43% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------- Page 3 SCHEDULE 13D CUSIP No. 445658-10-7 - ---------------------- - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.B. HUNT, LLC - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [X] - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF ARKANSAS - ------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 8,322,350 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,322,350 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,322,350 - ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.14% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------- Page 4 SCHEDULE 13D CUSIP No. 445658-10-7 - ---------------------- - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.B. HUNT - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [X] - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - ------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 151,628 BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 8,433,255 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 151,628 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,433,255 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,584,833 - ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.81% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------- Page 5 ITEM 1. Security and Issuer This statement relates to the common stock, $0.01 par value, of J.B. Hunt Transport Services, Inc. (the "Issuer"). The CUSIP number for the common stock is 445658-10-7. The executive offices of the Issuer are located at 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745. ITEM 2. Identity and Background (a) Name: Johnelle D. Hunt (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Present Occupation: Corporate Secretary, J.B. Hunt Transport Services, Inc. (d) Johnelle D. Hunt has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Johnelle D. Hunt was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America (a) Name: Johnelle Hunt, LLC (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Principal Business: Management of the personal investments and business assets of Johnelle D Hunt, its Co-Manager (d) The Johnelle Hunt, LLC, has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Johnelle Hunt, LLC, was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas Page 6 (a) Name: J.B. Hunt (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Present Occupation: Senior Chairman of the Board, J.B. Hunt Transport Services, Inc. (d) J.B. Hunt has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) J.B. Hunt was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas (a) Name: J.B. Hunt, LLC (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Principal Business: Management of the personal investments and business assets of J.B. Hunt, its Co-Manager (d) The J.B. Hunt, LLC, has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The J.B. Hunt, LLC, was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas ITEM 3. Source and Amount of Funds or Other Consideration Not applicable. Page 7 ITEM 4. Purpose of Transaction On May 6, 2003, J.B. Hunt LLC entered into a forward sale contract for shares of J.B. Hunt Transport Services, Inc. ("Company" or "Issuer") with a financial institution. The contract establishes a collar on the price of the shares, whereby the Purchaser agrees to pay a price dependent on the market price of the stock on each settlement date as set forth in the contract. The maximum number of shares that may be delivered under the contract will be determined at the time the collar is set. The Seller will amend this Schedule 13D at such time to reflect the maximum number of shares that could be delivered. At the termination of the contract, the Seller can elect to settle the contract in stock or in cash, by paying or receiving the difference between the settlement price and the strike prices under the contract, as applicable. On May 15, 2003, J.B. Hunt, LLC closed a portion of its 5-year forward sale contract. The closing set the high and low collar prices at $31.30 and $48.43, respectively, for 288,829 shares. The reference price for this portion of the contract is $34.78, which fixed the collar prices for $10,045,473 of the $40,000,000 contract. ITEM 5. Interest in Securities of the Issuer (a) The Johnelle Hunt, LLC, is the beneficial owner of 110,905 shares of common stock of the Company which represents 0.28% of the outstanding shares of the Company. (b) Johnelle Hunt, LLC: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 110,905 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 110,905 (c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. (a) The total number of shares outstanding on March 31, 2003, was 39,357,935 shares. Mrs. Hunt is the beneficial owner of 8,436,326 shares of common stock of the Company, which represents 21.43% of the outstanding shares of the Company. Page 8 (b) Johnelle D. Hunt: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,071 (ii) Shared power to vote or to direct the vote: 8,433,255 (iii) Sole power to dispose or to direct the disposition of: 3,071 (iv) Shared power to dispose or to direct the disposition of: 8,433,255 (c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. (a) The J.B. Hunt, LLC, is the beneficial owner of 8,322,350 shares of common stock of the Company, which represents 21.14% of the outstanding shares of the Company. (b) J.B. Hunt, LLC: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 8,322,350 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 8,322,350 (c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. Page 9 (a) Mr. Hunt is the beneficial owner of 8,584,883 shares of common stock of the Company, which represents 21.81% of the outstanding shares of the Company. (b) J.B. Hunt: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 151,628 (ii) Shared power to vote or to direct the vote: 8,433,255 (iii) Sole power to dispose or to direct the disposition of: 151,628 (iv) Shared power to dispose or to direct the disposition of: 8,433,255 (c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Not applicable. ITEM 7. Material to be Filed as Exhibits (a) ISDA Master Agreement (b) Schedule to Master Agreement (c) Confirmation dated May 19, 2003 Page 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Johnelle Hunt, LLC By: /s/ JOHNELLE D. HUNT Date: May 29, 2003 --------------------------------- Johnelle D. Hunt, Co-Manager Page 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. J.B. Hunt, LLC By: /s/ J.B. HUNT Date: May 29, 2003 --------------------------------- J.B. Hunt, Co-Manager Page 12 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a) ISDA Master Agreement (b) Schedule to Master Agreement (c) Confirmation dated May 19, 2003
EX-99.(A) 3 d06380a1exv99wxay.txt ISDA MASTER AGREEMENT EXHIBIT (a) (LOCAL CURRENCY-SINGLE JURISDICTION) ISDA(R) INTERNATIONAL SWAP DEALERS ASSOCIATION, INC. MASTER AGREEMENT dated as of January 14, 2002 J.B. HUNT, LLC and BANK ONE, NA ------------------------ ------------------------ have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows: 1. INTERPRETATION (a) Definitions. The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement") and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) General Conditions. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. Copyright(C) 1992 by International Swap Dealers Association, Inc. by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the fair market values reasonably determined by both parties. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. J.B. HUNT, LLC BANK ONE, NA - -------------------------- ------------------------------- (Name of Party) (Name of Party) BY: /s/ J.B. HUNT By: /s/ ERIC W. BONATZ ---------------------- --------------------------- Name: Name: Eric W. Bonatz Title: Managing Member Title: First Vice President 14 EX-99.(B) 4 d06380a1exv99wxby.txt SCHEDULE TO THE MASTER AGREEMENT EXHIBIT (b) SCHEDULE TO THE MASTER AGREEMENT DATED AS OF JANUARY 14, 2002 BETWEEN J.B. HUNT, LLC A LIMITED LIABILITY COMPANY ORGANIZED OR FORMED UNDER THE LAWS OF THE STATE OF ARKANSAS ("PARTY A") AND BANK ONE, NA, A NATIONAL BANKING ASSOCIATION WITH ITS MAIN OFFICE LOCATED IN CHICAGO, ILLINOIS ("PARTY B") PART 1. TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS In this Agreement: (a) "SPECIFIED ENTITY" will apply to Party A and will mean, for purposes of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(ii) of this Agreement, any Affiliate of Party A and will not apply to Party B. (b) "SPECIFIED TRANSACTION" includes (solely with Party A as a potential Defaulting Party) with respect to Party A, in addition to the transactions specified in Section 12 of this Agreement, any transaction between Party A (or any Affiliate of Party A), on the one hand, and Party B (or any Affiliate of Party B), on the other, and with respect to Party B shall have the meaning specified in Section 12 of this Agreement. (c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) of this Agreement will not apply to Party B and will apply to Party A and, with respect thereto, "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 12 of this Agreement and "THRESHOLD AMOUNT" will mean $0 (or its equivalent in another currency). (d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(ii) will apply to Party A and will not apply to Party B. (e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply to Party A or Party B. (f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e), "LOSS" and the "SECOND METHOD" will apply. (g) ADDITIONAL TERMINATION EVENT. It shall be an Additional Termination Event hereunder with respect to Party A, as the Affected Party, if at any time, a default occurs (however described) under the Loan Agreement (hereinafter defined). S-1- PART 2. AGREEMENT TO DELIVER DOCUMENTS Documents to be delivered by party A: (a) upon execution of this Agreement: (i) a duly completed and executed Internal Revenue Service Form W-9 (revised December 2000); (ii) evidence reasonably satisfactory to Party B of Party A's authority to execute, deliver and perform under this Agreement; (iii) evidence reasonably satisfactory to Party B of the authority and genuine signature of the individual(s) executing this Agreement on behalf of Party A; and (iv) upon demand by Party B, an opinion of counsel in relation to the representations made by Party A under Section 3(a), in form and substance reasonably satisfactory to Party B. (b) within thirty days after demand by Party B: (i) evidence reasonably satisfactory to Party B of the authority and genuine signature of the individual(s) executing any Confirmations entered into from time to time hereunder on behalf of Party A; and (ii) copies of audited, publicly available financial statements or call reports (1) of Party A or, as appropriate, (2) in which Party A's financial position is consolidated and reported together with that of certain of its Affiliates. PART E. MISCELLANEOUS (a) ADDRESSES FOR NOTICES. For the purpose of Section 10(a) of this Agreement: ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A: 611 W. Highway 45 Fayetteville, AR 72703 Attention: Catherine May Telephone No.: 501-444-0700 Facsimile No.: 501-444-7570 ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B: Address for notices relating to confirmations, floating interest rate resets, payment calculations and payment instructions to Party B: Bank One, NA 1 Bank One Plaza -- Suite IL1-0047 Chicago, IL 60670 S-2- For confirmations: Attn: CMS Department Manager Fax: (312) 732-7940 For floating interest rate resets, payment calculations and payment instructions: Attn: CMS Department Manager Fax: (312) 336-4403 Address for all other notices or communications to Party B: Bank One, NA 1 Bank One Plaza - Suite IL1-0107 Chicago, IL 60670 Attn: Capital Markets Credit or Credit Trading Products Fax: (312) 732-4172 (b) CALCULATION AGENT. The Calculation Agent is Party B, unless otherwise specified in a Confirmation in relation to the relevant Transaction. (c) CREDIT SUPPORT DOCUMENT. With respect to Party A, means the "RELATED DOCUMENTS" as defined in the Loan Agreement, and any other document which by its terms secures, guarantees or otherwise supports the full and timely performance of Party A's obligations under this Agreement from time to time, and with respect to Party B, does not apply. Party A represents to Party B at all times hereunder that its obligations under this Agreement remain secured under the Credit Support Document(s). (d) CREDIT SUPPORT PROVIDER. With respect to Party A, means each party to any Credit Support Document of Party A other than (i) Party A or Party B, (ii) any Affiliate of Party B, or (iii) any other secured party under any such Credit Support Document, and with respect to Party B, does not apply. (e) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). (f) WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION. (g) NETTING OF PAYMENTS. Section 2(c)(ii) shall apply; provided that either party may cause payments due on the same day in the same currency (between the same Offices) but under different Transactions to be discharged and replaced with a single, netted payment obligation by providing the other party with a written statement detailing the calculation of such net amount payable not later than two Business Days prior to the relevant due date. (h) "AFFILIATE" means, with respect to each party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such party. For this purpose, a person shall be deemed to "control" any entity if such person, directly or indirectly or acting through one or more other persons, (a) owns, controls or has the power to vote 50% or more of any class of voting securities of such entity, (b) is a general partner of such entity, (c) controls in any manner the election of a majority of the directors, trustees or other similar officials of such entity, or (d) otherwise exercises a controlling influence over the management or policies of such entity. S-3- PART 4. OTHER PROVISIONS (a) ADDITIONAL REPRESENTATIONS. In addition to the representations made in Section 3 of the Agreement, each party hereby represents and warrants to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) as follows: (i) It qualifies as an "eligible contract participant" under the Commodity Exchange Act; (ii) It is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to this Agreement, other than the representations expressly set forth in this Agreement, each Credit Support Document and in any Confirmation; (iii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction pursuant to this Agreement) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party to this Agreement; (iv) It has a full understanding of all the terms, conditions and risks (economic and otherwise) of this Agreement, each Credit Support Document and each Transaction, and is capable of assuming and willing to assume (financially and otherwise) such risks; (v) It is entering into this Agreement, each Credit Support Document and each Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business, and not for purposes of speculation; and (vi) It is entering into this Agreement and will enter into all Transactions as principal and in connection with its business or the management of its business, and not as agent or in any other capacity, fiduciary or otherwise. (b) SET-OFF. (i) Any amount (the "Early Termination Amount") payable to one party (the "Payee") by the other party (the "Payer") under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(ii) has occurred, will, at the option of the party ("X") other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (the "Other Agreement Amount") payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer or any of the Payer's Affiliates (irrespective of the currency, place of payment or booking office of the obligation, the "Other Payee") under any other agreement(s) between the Payee and the Other Payee or instrument(s) or undertaking(s) issued or executed by one such entity to, or in favor of, the other (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this Part 4(b). S-4- (ii) If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of an estimate, subject to the relevant party accounting to the other when the obligation is ascertained. (iii) Nothing in this Part 4 (b) shall be effective to create a security interest. This Part 4 (b) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (iv) If the Payer is a Non-defaulting Party and the Payee is a Defaulting Party, then it shall be a condition precedent to the Payer's obligation to pay the Early Termination Amount to the Payee that all Other Agreement Amounts have been paid in full or satisfied by offset as set forth above. (c) RECORDED CONVERSATIONS. Each party may electronically record any and all telephone conversations between itself and the other party in connection with this Agreement (including any Transaction) and agrees that any such recordings may be submitted in evidence to any court or in any proceeding for the purpose of establishing any matters pertinent thereto. (d) INCORPORATION. Each Transaction entered into under this Agreement will be subject to, and governed by the provisions of, the 2000 ISDA Definitions and the Annex to the 2000 ISDA Definitions (collectively, the "Definitions"), each published by the International Swaps and Derivatives Association, Inc., without regard to any amendments to the Definitions subsequent to the date hereof. (e) INCONSISTENCY. In the event of any inconsistency between the provisions of this Schedule and the Definitions, this Schedule shall prevail. In the event of any inconsistency between the provisions of a Confirmation and the Definitions, the Confirmation shall prevail for purposes of the Transaction evidenced thereby. (f) LOAN AGREEMENT. Until all of Party A's obligations (whether absolute or contingent) under this Agreement have been satisfied in full, Party A will at all times perform, comply with and observe all covenants and agreements of the Loan Agreement applicable to it, which covenants and agreements, together with related definitions and ancillary provisions, and hereby incorporated by reference (mutatis mutandis) and, for the avoidance of doubt, shall be construed to apply hereunder for the benefit of Party B as though (i) all references therein to the party or parties making loans, extensions of credit or financial accommodations thereunder or commitments therefor ("Financings") were to Party B and (ii) to the extent that such covenants and agreements are conditioned on or relate to the existence of such Financings or Party A having any obligations arising out of or in connection therewith, all references to such Financings or obligations were to Party A's obligations under this Agreement. "Loan Agreement" means that certain Business Loan Agreement dated as of January 16, 2001, by and among Party A and Party B, as the same may be amended form time to time in accordance with its terms, but without regard to any termination or cancellation thereof, whether by reason of payment of all indebtedness incurred thereunder or otherwise, and any waiver or consent given thereunder with respect to the provisions thereof shall be deemed to be a waiver or consent given with respect to such provisions as such provisions have been incorporated herein by reference. S-5- (g) ACH AUTHORIZATION. Party A hereby authorizes Party B to initiate debit and credit entries via ACH to/from the account specified in the Confirmation for each Transaction. This authorization shall remain in full force and effect until Party B has received written notification from Party A of its termination in such time and in such manner as to afford Party B and Party A's depository financial institution a reasonable opportunity to act on it. (h) PAYEE TAX REPRESENTATION. The following representation will apply to Party A and will apply to Party B: It is a US person for US federal income tax purposes. IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the date hereof. J.B. HUNT, LLC BANK ONE, NA (Main Office, Chicago) By: /s/ J.B. HUNT By: /s/ ERIC W. BONATZ ------------------ ----------------------- Name: J.B. Hunt Name: Eric W. Bonatz Title: Managing Member Title: First Vice President S-6- EX-99.(C) 5 d06380a1exv99wxcy.txt CONFIRMATION DATED MAY 19, 2003 [BANK1ONE LETTERHEAD] CONFIRMATION dated as of May 19, 2003 Bank One Deal # 46022/23 J.B. HUNT, LLC 611 West Bowen Boulevard Fayetteville, AR 72703 Telephone: (479) 444-0700 Facsimile: (479) 444-7570 Ladies and Gentlemen: We are pleased to confirm the terms of the transaction described below between J. B. HUNT, LLC ("Counterparty") and BANK ONE, NA (CHICAGO) ("Bank One"). The definitions and provisions contained in the 1996 ISDA Equity Definitions and the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. Inconsistencies between the definitions and this Confirmation shall be resolved in the following order: (1) this Confirmation, (2) 1996 ISDA Equity Definitions, and (3) 2000 ISDA Definitions. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of January 14, 2002, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. A. GENERAL TERMS
Type of Transaction: Share Forward Transaction Trade Date: May 6, 2003 Effective Date: May 15, 2003 Calculation Agent: Bank One Seller: Counterparty Buyer: Bank One Shares: Voting common stock of the Issuer (Exchange Symbol: JBHT)
Issuer: J. B. Hunt Transport Services, Inc. Number of Shares: 28,882.9 Aggregate Number of Shares: 288,829 Forward Price: Determined pursuant to Settlement Terms as provided below. Lower Price: $31.30 Upper Price: $48.43 Exchange: The Nasdaq Stock Market Inc. Valuation: Valuation Time: The close of trading on the Exchange on the Valuation Date. Valuation Date: Each of the ten (10) consecutive Exchange Business Days subsequent to May 15, 2008. Settlement Terms: Cash Settlement: Applicable, unless Counterparty elects Physical Settlement as provided below. Settlement Currency: U.S. Dollars Settlement Price: With respect to each Valuation Date, the price equal to the closing sale price of a Share on the Exchange on the Valuation Date. If no closing sale price is reported, then the Calculation Agent shall determine the market value, and may use, but not be limited to, the average of the inside bid and asked price per Share quoted by the Exchange at the Valuation Time on the Valuation Date without regard to extended trading hours. Settlement Date: Three (3) Exchange Business Days after the relevant Valuation Date. Cash Settlement Amount: An amount, as calculated by the Calculation Agent for each Valuation Date, as follows: (a) If the Settlement Price is less than the Lower Price, an amount equal to the product of the Number of Shares multiplied by (Lower Price - Settlement Price);
2 (b) If the Settlement Price is greater than the Upper Price, an amount equal to the product of the Number of Shares multiplied by (Settlement Price - Upper Price); (c) If the Settlement Price is greater than the Lower Price but less than the Upper Price, then the Cash Settlement Amount will be zero. Cash Settlement Amount Payer: If the Settlement Price is less than the Lower Price, then Buyer will pay Seller the Cash Settlement Amount on the Settlement Date. If the Settlement Price is greater than the Upper Price, then Seller will pay Buyer the Cash Settlement Amount on the Settlement Date. Physical Settlement: If Counterparty gives Bank One written notice, at least ten (10) Business Days prior to a Valuation Date of its election to have Physical Settlement apply, then in lieu of Cash Settlement, on the Settlement Date Seller shall transfer a number of Shares equal to the Number of Shares to Buyer (or to Buyer's affiliate or third-party designee) and Buyer shall pay an amount to Seller determined as follows: (a) If the Settlement Price is less than the Lower Price, an amount equal to the product of the Number of Shares multiplied by the Lower Price; (b) If the Settlement Price is greater than the Upper Price, an amount equal to the product of the Number of Shares multiplied by the Upper Price; (c) If the Settlement Price is greater than the Lower Price but less than the Upper Price, an amount equal to the product of the Number of Shares and the Settlement Price To be eligible for Physical Settlement, the Shares must be free and clear of any Liens and be able to be sold or delivered by Bank One free and clear of any Transfer Restrictions. "Lien" means any lien, charge, claims, security interest or encumbrance of any kind with respect to the Shares. "Transfer Restrictions" means any restriction on the sale or transfer of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state securities laws or any contract binding on the Counterparty.
3 Share Adjustments: Method of Adjustment: Calculation Agent Adjustment Extraordinary Dividend: For the purpose of Section 9.1(e)(iii) of the Equity Definitions, an "Extraordinary Dividend" means, as determined by the Calculation Agent, (i) any cash dividend declared on the Shares at a time when the Issuer has not previously declared or paid dividends on such Shares for the prior four quarterly periods; (ii) any cash dividend declared on the Shares that is greater than the Expected Dividend Amount; or (iii) any other "special" cash or non-cash dividend on the Shares which is, by its terms or declared intent, declared and paid outside the normal operations or normal dividend procedures of the Issuer; provided that, in all cases, the related ex-dividend date occurs during the period from but excluding the Trade Date to and including the Valuation Date. For purposes hereof, "Expected Dividend Amount" shall mean $0, the cash dividend last paid by the Issuer immediately preceding the Effective Date. Price Adjustment: In the event of an Extraordinary Dividend, the Lower Price and the Upper Price shall be decreased by an amount equal to the sum of the Excess Dividend Amount and the Interest Amount, as determined by the Calculation Agent. For purposes hereof, "Excess Dividend Amount" shall mean, (a) in the case of the Extraordinary Dividend described in (i) above, the amount of the cash dividend; (b) in the case of the Extraordinary Dividend described in (ii) above, the amount by which the relevant cash dividend exceeds the Expected Dividend Amount; and (c) in the case of the Extraordinary Dividend described in (iii) above, the amount of the "special" cash dividend, in each case expressed on a per Share basis. "Interest Amount" shall mean (1) the product of (a) the Excess Dividend Amount, (b) the Aggregate Number of Shares, (c) the prevailing LIBOR rate (or such swap rate as provided by the Calculation Agent) with a designated maturity that most closely approximates the number of days from and including the relevant ex-dividend date to but excluding the Valuation Date and (d) the number of
4 days elapsed from and including such relevant ex-dividend date to and including the Valuation Date divided by 360 divided by (2) the Aggregate Number of Shares. Extraordinary Events: Consequences of Merger Events: (a) Share-for-Share: Calculation Agent Adjustment (b) Share-for-Other: Merger Event Termination (as defined below) (c) Share-for-Cash: Means a Share-for-Other Merger Event in which the Other Consideration consists solely of cash. The Consequence of such Merger Event shall be Merger Event Termination (as defined below) (d) Share-for-Combined: Merger Event Termination (as defined below) Merger Event Termination: For purposes of the relevant consequences of Merger Event for which Merger Event Termination applies, effective as of the Merger Date, the Transaction shall be terminated and, in such connection, Bank One shall determine the Early Termination Amount. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency or Delisting: Extraordinary Event Termination (as defined below). For purposes hereof, "Delisting" means the Exchange announces that pursuant to the rules of such Exchange, the Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event) and are not immediately re-listed, re-traded or re-quoted on a exchange or quotation system located in the United States. Extraordinary Event Termination: For purposes of Nationalization, Insolvency or Delisting, effective as of the date designated by the Calculation Agent (the "Event Date"), the Transaction shall be terminated and, in such connection, Bank One shall determine the Early Termination Amount.
B. ADDITIONAL TERMS TERMINATION EVENT: The occurrence of a Hedging Disruption Event shall constitute, at the sole discretion of Bank One, (i) an Additional Termination Event with respect to this Transaction solely and the amount payable 5 by either party will be determined by Bank One using the valuation methods provided for in Early Termination Amount below, in which case Bank One shall give written notice to Counterparty indicating the effective date of termination ("Event Date") and final settlement thereof, or (ii) a Potential Adjustment Event. "Hedging Disruption Event" shall mean any inability of Bank One (acting in good faith and in a commercially reasonable manner, taking into account hedging transactions reasonably available to Bank One at the time) or any material increase (as defined below) in costs to Bank One due to market conditions, illiquidity, illegality (including with respect to the hedge for this Transaction), lack of availability of market participants, the occurrence of a Potential Adjustment Event or otherwise, to establish, re-establish, unwind or maintain any hedging transaction necessary or desirable in the normal course of Bank One's business of hedging the price and market risk of entering into and performing under this Transaction. "Material increase" as used herein shall mean any increase in costs to Bank One determined to be material by Bank One in its commercially reasonable judgment, taking into account hedging transactions reasonably available to Bank One at the time. Early Termination Amount: Bank One shall determine termination amounts, in good faith and in a commercially reasonable manner, employing (among other considerations) the following factors: (A) the average of the Transaction option volatility (using Bank One's Black-Scholes-derived option pricing model) for a sixty (60) day historical period (i.e., "60-day trailing volatility") immediately preceding, and ending on, the Event Date (or Announcement Date, in the case of the relevant Merger Event); and (B) the then prevailing market pricing (or the Calculation Agent's good faith determination of pricing) of the relevant Shares as of the Event Date (or Merger Date, in the case of the relevant Merger Event). OPTIONAL TERMINATION: Provided that an Early Termination Date has not occurred or been designated under Section 6(e) of this Agreement on or before the date of Counterparty's request, Bank One will stand ready to provide, upon reasonable request from Counterparty, a live quotation (which, depending on market conditions as they exist at that time, will represent an amount payable from Counterparty to Bank One or an amount payable from Bank One to Counterparty, in either case the "Buy-Out Amount") at which Bank One would be willing to terminate each party's remaining rights and obligations in respect of this Transaction. If Counterparty accepts the Buy-Out Amount quoted by Bank One, then this Transaction shall terminate on a mutually agreed upon date or dates (the "Revised Termination Date"), and the Buy-Out Amount shall be payable by the applicable party on the second Business Day following the Revised Termination Date, or such other date as mutually agreed upon by the parties. If Counterparty does not accept the Buy-Out Amount, then this Transaction will be valued on the Revised Termination Date in accordance with Section 6(e)(ii) with Counterparty as the sole Affected Party and Loss being applicable (such value being the "Settlement Amount"), and Bank One shall provide to Counterparty a statement showing, in reasonable detail, the calculation it performed in determining the Settlement Amount. The Settlement Amount shall be payable by the applicable party on the second Business Day following the Revised Termination Date, or such other date as mutually agreed upon by the parties. Upon the occurrence or effective designation of a Revised Termination Date in respect of this Transaction, no further payments or deliveries under Sections 2(a)(i) or 2(e) in respect of this Transaction will be required to be made, except for the obligation to pay the Buy-Out Amount or 6 Settlement Amount, as applicable, and any overdue interest on the foregoing, and any such termination shall be without prejudice to the other provisions of the Agreement. C. ADDITIONAL REPRESENTATIONS In addition to the representations made in Section 3 of the Agreement, each party hereby represents and warrants to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) as follows: (i) It qualifies as an "eligible contract participant" under the Commodity Exchange Act; (ii) It is an "accredited investor" as such term is defined in Regulation D (Rule 501(a)) under the Securities Act; (iii) It is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to this Agreement, other than the representations expressly set forth in this Agreement, each Credit Support Document and in any Confirmation; (iv) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its own decision to enter into this Transaction based upon its own judgment; (v) It has a full understanding of all the terms, conditions and risks (economic and otherwise) of this Agreement, each Credit Support Document and each Transaction, and is capable of assuming and willing to assume (financially and otherwise) such risks; (vi) It is entering into this Agreement, each Credit Support Document and each Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business, and not for purposes of speculation; and (vii) It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise). Additional Representations of Counterparty: Counterparty hereby further represents and warrants to Bank One and otherwise agrees as follows: (i) Counterparty understands that the option purchased by it hereunder has not been registered with the U.S. Securities and Exchange Commission or any securities commission of any other country, and may not be transferred except in compliance with such laws; and (ii) Counterparty acknowledges that neither Bank One nor anyone acting on Bank One's behalf has offered the option purchased by it hereunder by means of general solicitation or advertising and neither Counterparty nor anyone acting on Counterparty's behalf has taken or will take any action which would subject the sale of the options described herein to registration under, or which would otherwise violate, the Securities Act and the rules and regulations promulgated thereunder or the securities laws of any applicable jurisdiction; 7 Bank Accounts: Payments to Counterparty: Please Advise Payments to Bank One: Bank One, NA, ABA #071000013 Account 4811-90180000 Attention: Equity Derivatives Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation and returning it via facsimile to: Equity Derivatives Operations Confirmation Unit Jennifer Reimer 312-732-8714 (Facsimile) 312-732-4952 (Telephone) It has been a pleasure working on this transaction with you and we look forward to completing similar transactions with you in the near future. Yours Sincerely, BANK ONE, NA (CHICAGO) By: --------------------------------- Name: Paula E Byrnes Title: Vice President By: --------------------------------- Name: Sudheer Tegulapalle Title: Director By: --------------------------------- Name: Michael O'Connell Title: Managing Director 8 Confirmed as of the date first written above: J.B. HUNT, LLC By: ----------------------------------------- Name: Title: Bank One Deal # 46022/23 9 -----END PRIVACY-ENHANCED MESSAGE-----