<SUBMISSION>
<ACCESSION-NUMBER>0000902561-02-000391
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20020630
<FILING-DATE>20020815
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HUB GROUP INC
<CIK>0000940942
<ASSIGNED-SIC>4731
<IRS-NUMBER>364007085
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-27754
<FILM-NUMBER>02740131
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>377 E BUTTERFIELD RD
<STREET2>STE 700
<CITY>LOMBARD
<STATE>IL
<ZIP>60148
<PHONE>7089645800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>377 EAST BUTTERFIELD RD
<STREET2>SUITE 700
<CITY>LOMBARD
<STATE>IL
<ZIP>60148
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q.txt
<TEXT>

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

          [X] Quarterly report pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                 For the quarterly period ended June 30, 2002 or

          [ ] Transition report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               For the transition period from ________ to ________

                         Commission file number: 0-27754

                                 HUB GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             DELAWARE                                     36-4007085
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)


                      377 EAST BUTTERFIELD ROAD, SUITE 700
                             LOMBARD, ILLINOIS 60148
          (Address, including zip code, of principal executive offices)
                                 (630) 271-3600
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

         On August 14, 2002, the registrant had 7,046,250 outstanding shares of
Class A common stock, par value $.01 per share, and 662,296 outstanding shares
of Class B common stock, par value $.01 per share.

===============================================================================
<PAGE>

                                 HUB GROUP, INC.


                                      INDEX


                                                                           PAGE
PART I.  FINANCIAL INFORMATION:

HUB GROUP, INC. - REGISTRANT

Unaudited Condensed Consolidated Balance Sheets - June 30, 2002 and
         December 31, 2001                                                  3

Unaudited Condensed Consolidated Statements of Operations - Three Months
         and Six Months Ended June 30, 2002 and 2001                        4

Unaudited Condensed Consolidated Statement of Stockholders' Equity - Six
         Months Ended June 30, 2002                                         5

Unaudited Condensed Consolidated Statements of Cash Flows - Six
         Months Ended June 30, 2002 and 2001                                6

Notes to Unaudited Condensed Consolidated Financial Statements              7

Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              11

PART II.  OTHER INFORMATION                                                 17


                                       2
<PAGE>

                                HUB GROUP, INC.
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>


                                                                                      JUNE 30,      DECEMBER 31,
                                                                                ----------------  ----------------
                                                                                       2002             2001
                                                                                ----------------  ----------------
<S>                                                                             <C>               <C>
ASSETS
    CURRENT ASSETS:
      Cash and cash equivalents                                                   $          -      $         -
      Accounts receivable, net                                                         151,560          149,765
      Deferred taxes                                                                    11,075           11,147
      Prepaid expenses and other current assets                                          3,571            3,840
                                                                                ----------------  ----------------
         TOTAL CURRENT ASSETS                                                          166,206          164,752

    PROPERTY AND EQUIPMENT, net                                                         37,160           39,098
    GOODWILL, net                                                                      208,166          208,166
    OTHER ASSETS                                                                         1,563            1,507
    MINORITY INTEREST                                                                    3,025            2,501
                                                                                ----------------  ----------------
         TOTAL ASSETS                                                             $    416,120      $   416,024
                                                                                ================  ================


LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES:
      Accounts payable
         Trade                                                                    $    139,437      $   135,588
         Other                                                                           1,648            1,275
      Accrued expenses
         Payroll                                                                         8,864           11,195
         Other                                                                           8,735           14,020
      Current portion of long-term debt                                                  8,040            8,054
                                                                                ----------------  ----------------
           TOTAL CURRENT LIABILITIES                                                   166,724          170,132

    LONG-TERM DEBT, EXCLUDING CURRENT PORTION                                          101,045           96,059
    DEFERRED TAXES                                                                      16,924           17,380
    CONTINGENCIES AND COMMITMENTS
    STOCKHOLDERS' EQUITY:
      Preferred stock, $.01 par value, 2,000,000 shares authorized; no shares
         issued or outstanding in 2002 and 2001                                              -                -
      Common stock,
         Class A:  $.01 par value; 12,337,700 shares authorized; 7,046,250
           shares issued and outstanding in 2002 and 2001                                   70               70
         Class B:  $.01 par value; 662,300 shares authorized; 662,296 shares
           issued and outstanding in 2002 and 2001                                           7                7
      Additional paid-in capital                                                       110,819          110,819
      Purchase price in excess of predecessor basis, net of tax benefit
           of $10,306                                                                  (15,458)         (15,458)
      Retained earnings                                                                 36,117           37,404
      Accumulated other comprehensive loss                                                (128)            (389)
                                                                                -----------------  ---------------
         TOTAL STOCKHOLDERS' EQUITY                                                    131,427          132,453
                                                                                -----------------  ---------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $    416,120       $  416,024
                                                                                =================  ===============
</TABLE>

            See notes to unaudited consolidated financial statements.

                                        3
<PAGE>


                                 HUB GROUP, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                                                  THREE MONTHS                   SIX MONTHS
                                                                                 ENDED JUNE 30,                ENDED JUNE 30,
                                                                          ----------------------------  ----------------------------
                                                                               2002          2001            2002          2001
                                                                          -------------- -------------  -------------- -------------
                                                                                        (Not Reviewed)                (Not Reviewed)
<S>                                                                       <C>            <C>            <C>            <C>
Revenue                                                                    $   327,595    $  318,023     $   632,894    $  663,958

Transportation costs                                                           290,999       272,692         555,289       572,591
                                                                          -------------- -------------  -------------- -------------
       Gross margin                                                             36,596        45,331          77,605        91,367

Costs and expenses:
     Salaries and benefits                                                      23,348        23,497          46,945        48,202
     Selling, general and administrative                                        11,610        12,340          23,123        24,552
     Depreciation and amortization of property and equipment                     2,535         2,835           5,207         5,970
     Amortization of goodwill                                                        -         1,435               -         2,870
     Impairment of property and equipment                                            -             -               -         3,401
                                                                          -------------- -------------  -------------- -------------
       Total costs and expenses                                                 37,493        40,107          75,275        84,995

          Operating (loss) income                                                 (897)        5,224           2,330         6,372
                                                                          -------------- -------------  -------------- -------------

Other income (expense):
     Interest expense                                                           (2,482)       (2,423)         (4,768)       (5,367)
     Interest income                                                                54            80             121           333
     Other, net                                                                     60            36             122          (278)
                                                                          -------------- -------------  -------------- -------------
       Total other expense                                                      (2,368)       (2,307)         (4,525)       (5,312)

(Loss) income before minority interest and provision for income taxes           (3,265)        2,917          (2,195)        1,060
                                                                          -------------- -------------  -------------- -------------

Minority interest                                                                    -         1,111            (524)          400
                                                                          -------------- -------------  -------------- -------------

(Loss) income before provision for (benefit from) income taxes                  (3,265)        1,806          (1,671)          660

Provision for (benefit from) income taxes                                       (1,038)          741            (384)          271
                                                                          -------------- -------------  -------------- -------------

Net (loss) income                                                          $    (2,227)   $    1,065     $    (1,287)   $      389
                                                                          ============== =============  ============== =============

Basic (loss) earnings per common share                                     $     (0.29)   $     0.14     $     (0.17)   $     0.05
                                                                          ============== =============  ============== =============
Diluted (loss) earnings per common share                                   $     (0.29)   $     0.14     $     (0.17)   $     0.05
                                                                          ============== =============  ============== =============
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                        4
<PAGE>



                                 HUB GROUP, INC.
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     For the six months ended June 30, 2002
                          (in thousands, except shares)
<TABLE>
<CAPTION>


                                                                                    JUNE 30,
                                                                                      2002
                                                                                ----------------

<S>                                                                             <C>
Class A & B Common Stock Shares
      Beginning of year                                                              7,708,546
                                                                                ----------------
           Ending balance                                                            7,708,546
                                                                                ----------------

Class A & B Common Stock Amount
      Beginning of year                                                          $          77
                                                                                ----------------
           Ending balance                                                                   77
                                                                                ----------------

Additional Paid-in Capital
      Beginning of year                                                                110,819
                                                                                ----------------
           Ending balance                                                              110,819
                                                                                ----------------

Purchase Price in Excess of Predecessor Basis, Net of Tax
      Beginning of year                                                                (15,458)
                                                                                ----------------
           Ending balance                                                              (15,458)
                                                                                ----------------

Retained Earnings
      Beginning of year                                                                 37,404
      Net loss                                                                          (1,287)
                                                                                ----------------
           Ending balance                                                               36,117
                                                                                ----------------

Accumulated Other Comprehensive Income (Loss)
      Beginning of year                                                                   (389)
      Other comprehensive income                                                           261
                                                                                ----------------
           Ending balance                                                                 (128)
                                                                                ----------------
           TOTAL STOCKHOLDERS' EQUITY                                            $     131,427
                                                                                ================

Comprehensive Income (Loss)
      Net loss                                                                   $      (1,287)
      Unrealized interest rate swap income net of tax expense of $153                      261
                                                                                ----------------
      Other comprehensive loss                                                   $      (1,026)
                                                                                ================
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                        5
<PAGE>

                                 HUB GROUP, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                                   SIX MONTHS ENDED JUNE 30,
                                                                                --------------------------------
                                                                                      2002             2001
                                                                                ---------------  ---------------
                                                                                                  (Not Reviewed)
<S>                                                                             <C>              <C>
Cash flows from operating activities:
    Net (loss) income                                                            $     (1,287)    $        389
    Adjustments to reconcile net income (loss) to net cash provided by
       (used in) operating activities:
        Depreciation and amortization of property and equipment                         5,284            6,317
        Amortization of goodwill                                                            -            2,870
        Impairment of property and equipment                                                -            3,401
        Deferred taxes                                                                   (384)             271
        Minority interest                                                                (524)             400
        Loss on sale of assets                                                             48              423
        Other assets                                                                      (56)             442
        Changes in working capital:
          Accounts receivable, net                                                     (1,795)          25,154
          Prepaid expenses and other current assets                                       269             (434)
          Accounts payable                                                              4,222           (5,382)
          Accrued expenses                                                             (7,355)            (979)
                                                                                ---------------  ---------------
            Net cash (used in) provided by operating activities                        (1,578)           32,872
                                                                                ---------------  ---------------
Cash flows from investing activities:
    Purchases of property and equipment, net                                           (3,394)          (5,552)
                                                                                ---------------  ---------------
            Net cash used in investing activities                                      (3,394)          (5,552)
                                                                                ---------------  ---------------
Cash flows from financing activities:
    Net borrowings (payments) on long-term debt                                         4,972          (27,320)
                                                                                ---------------  ---------------
            Net cash provided by (used in) financing activities                         4,972          (27,320)
                                                                                ---------------  ---------------
Net increase (decrease) in cash and cash equivalents                                        -                -
Cash and cash equivalents, beginning of period                                              -                -
                                                                                ---------------  ---------------
Cash and cash equivalents, end of period                                         $          -     $          -
                                                                                ===============  ===============

Supplemental disclosures of cash flow information
    Cash paid for:
       Interest                                                                  $      4,152     $      5,574
       Income taxes                                                                         -               36
    Non-cash activity:
       Unrealized (loss) income on derivative instrument                         $        261    $        (251)
</TABLE>

     See notes to undaudited condensed consolidated financial statements.


                                                             6
<PAGE>


                              HUB GROUP, INC.

                        NOTES TO UNAUDITED CONDENSED
                     CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  Interim Financial Statements

         The accompanying unaudited condensed consolidated financial
statements of Hub Group, Inc. (the "Company") have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in annual
financial statements have been condensed or omitted pursuant to those rules
and regulations. However, the Company believes that the disclosures
contained herein are adequate to make the information presented not
misleading.

         As previously reported in the Company's Form 10-K for the year
ended December 31, 2001, the Company's independent auditors were unable to
review the quarterly financial data from 2001 in accordance with standards
established by the American Institute of Certified Public Accountants
because the Company did not restate its results on a quarterly basis.

         The financial statements reflect, in the opinion of management,
all material adjustments (which include only normal recurring adjustments)
necessary to present fairly the Company's financial position and results of
operations for the three months and six months ended June 30, 2002. In the
fourth quarter of 2001, the Company recorded adjustments which resulted in
a decline of $0.7 million in net income to properly report the annual
results for the year as a result of accounting irregularities at the
Company's 65% owned subsidiary, Hub Group Distribution Services (HGDS). The
Company was unable to determine in which quarters in 2001 the adjustments
should have been made and the amount to be recorded in each quarter.
Consequently, the results for the six and three months ended June 30, 2002
are not comparable to the results for the six months and three months ended
June 30, 2001.

         These condensed consolidated financial statements and notes
thereto should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001. Results of operations in
interim periods are not necessarily indicative of results to be expected
for a full year.


NOTE 2.  Use of Estimates

         The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Significant estimates include allowance for doubtful accounts, costs of
purchased transportation and services and reserves for pricing and billing
adjustments. Actual results could differ from those estimates. During the
three months ended March 31, 2002, the Company revised its estimate of
accrued transportation costs resulting in an increase in pretax income of
approximately $2.8 million.

                                    7
<PAGE>

NOTE 3.  Minority Interest

         HGDS is a 65% owned partnership. Pursuant to the HGDS Partnership
Agreement, each of the partners has a legal obligation to the partnership
for any deficit balance in their respective capital accounts. Accordingly,
there is a debit balance reflected in minority interest in the accompanying
condensed consolidated balance sheets related to the minority partner's
deficit capital account balance of approximately $3 million and $2.5
million at June 30, 2002 and December 31, 2001, respectively. Management
believes that the balance in the minority interest account was collectable
at December 31, 2001 and June 30, 2002. Hub has a legal right to pursue the
minority partner for this deficit balance in the capital account. In August
of 2002, the Company entered into a settlement agreement and release with
the minority partner that resulted in the relinquishment of the minority
partner's 35% interest in HGDS and release of the minority partner's claims
against the Company in exchange for $4.0 million in cash and release of
Hub's claims against the minority partner including the $3.0 million
balance in minority interest.

NOTE 4.  Earnings (Loss) per Share

         The following is a reconciliation of the Company's Earnings (Loss)
per Share (in thousands except per share amounts):

<table>
<caption>
                                       Three Months Ended                  Three Months Ended
                                          June 30, 2002                       June 30, 2001
                                    ------------------------------    -----------------------------
<s>                                  <c>       <c>       <c>           <c>      <c>       <c>
                                                        Per-Share                        Per-Share
                                       Loss     Shares    Amount       Income   Shares    Amount
Basic Earnings (Loss) per Share
   Income (loss) available to
      common stockholders            $(2,227)   7,709     $(0.29)       $1,065   7,708      $0.14
                                     --------   -----     -------       ------   -----      -----
Effect of Dilutive Securities
   Stock options                           -        -          -             -       7          -
                                     --------   ------    -------       ------   -----      -----
Diiluted Earnings (Loss) per Share
   Income (loss) available to
      common stockholders
      plus assumed exercises         $(2,227)   7,709     $(0.29)       $1,065   7,715      $0.14
                                     --------   -----     -------       ------   -----      -----

                                           Six Months Ended                   Six Months Ended
                                             June 30, 2002                       June 30, 2001
                                    -------------------------------    ----------------------------

                                                        Per-Share                        Per-Share
                                       Loss     Shares   Amount         Income   Shares     Amount
Basic Earnings (Loss) per Share
   Income (loss) available to
      common stockholders            $(1,287)   7,709    $(0.17)          $389    7,708     $0.05
                                     --------   -----    -------          ----    -----     ------
Effect of Dilutive Securities
   Stock options                           -        -          -             -        5          -
                                     --------   -----    -------          ----    -----     ------
Diluted Earnings (Loss) per Share
   Income (loss) available to
      common stockholders
      plus assumed exercises         $(1,287)   7,709    $(0.17)           $389   7,713      $0.05
                                     --------   -----    -------           ----   -----      -----


                                              8
<PAGE>

NOTE 5.  Property and Equipment

Property and equipment consist of the following (in thousands):

                                                        June 30,             December 31,
                                                    ---------------------  ------------------
                                                          2002                 2001
                                                     --------------------  ------------------

Building and improvements                            $      57               $    57
Leasehold improvements                                   2,054                 2,126
Computer equipment and software                         51,892                 49,373
Furniture and equipment                                  7,749                  7,542
Transportation equipment and automobiles                 3,764                  3,690
                                                     --------------------  ------------------
                                                        65,516                 62,788
Less:  Accumulated depreciation and amortization       (28,356)               (23,690)
                                                     --------------------  ------------------
    PROPERTY AND EQUIPMENT, net                      $  37,160                 39,098
                                                     ====================  ==================




NOTE 6.  Debt

The Company's outstanding debt is as follows (in thousands):

                                                                                    June 30,         December 31,
                                                                                ------------------  ----------------
                                                                                      2002               2001
                                                                                ------------------  ----------------

Bank line of credit                                                                 $ 28,000            $ 19,000
Unsecured term notes, with quarterly payments ranging from $1,250,000 to
  $2,000,000 with a balloon payment of $19,000,000 due March 31, 2004;
  Interest is due quarterly at a floating rate based upon LIBOR (London
  Interbank Offered Rate) or Prime rate. At June 30, 2002 and December 31,
  2001, the weighted average interest rate was 4.61%
  and 4.66%, respectively                                                                                 35,000
                                                                                     31,000
Unsecured notes, mature on June 25, 2009 with annual payments of
  $10,000,000 commencing on June 25, 2005; interest is paid quarterly
  at a fixed rate of 9.14% during 2002 and 2001                                                           50,000
                                                                                     50,000
Capital lease obligations, collateralized by certain equipment
                                                                                         85                  113
                                                                                ---------------       ------------
Total long-term debt                                                                 109,085             104,113
Less current portion                                                                  (8,054)             (8,040)
                                                                                ----------------      ------------
                                                                                   $ 101,045            $ 96,059
                                                                                -----------------     ------------
</table>


                                                         9
<PAGE>

Fair value approximates book value at the balance sheet dates.


The Company was in default of certain debt covenants including the fixed
charge coverage ratio, minimum earnings before interest, taxes,
depreciation and minority interest and cash flow leverage ratio as of June
30, 2002. By August 14, 2002, amendments to the Company's credit agreements
were executed to modify certain financial covenants for the quarters ending
September 30, 2002 and December 31, 2002 and waive Hub Group's
non-compliance with certain financial covenants for the fiscal quarter
ending June 30, 2002. The amendments provide the loans will be secured by
assets of the Company no later than October 15, 2002. In addition, the
amendments outline a process for the modification of financial covenants
for the periods beginning March 31, 2003 and beyond. The Company believes
that it will satisfactorily complete the modification of the financial
covenants for these periods as outlined in the amendments.

NOTE 7.  Rent Expense and User Charges

         Rent expense included in selling, general and administrative
expense is $3.8, $3.8, $7.7 and $7.4 million for the three months ended
June 30, 2002 and 2001 and the six months ended June 30, 2002 and 2001,
respectively. Hub also incurs user charges for its use of a fleet of
dedicated containers which are included in transportation costs. Such
charges included in transportation costs are $7.0, $7.5, $13.9 and $15.8
million for the three months ended June 30, 2002 and 2001 and the six
months ended June 30, 2002 and 2001, respectively.

NOTE 8.  Recent Accounting Pronouncement

         On June 30, 2001, the Financial Accounting Standards Board issued
Statement 142. Under Statement 142, goodwill and intangible assets that
have indefinite useful lives will not be amortized but rather will be
tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. The
Company adopted Statement 142 as of January 1, 2002.

         In connection with SFAS 142, the Company completed the first step
of transitional goodwill impairment testing. This transitional testing used
discounted cash flow and market capitalization methodologies to determine a
fair market value for the reporting unit. The results of the transitional
testing indicated no impairment.

         The transitional impairment testing is based upon the Company's
estimates of the value of the reporting unit, future operating performance
and discount rates. Should the estimates differ materially from actual
results, the Company may be required to record impairment charges in future
periods. The Company will continue to test the value of its goodwill for
any impairment at least annually and impairment, if any, will be recorded
as expense in the period of impairment.


                                     10
<PAGE>

         The following table presents net income (loss) for 2002 in
comparison to 2001 exclusive of amortization expense recognized in the
previous year related to goodwill which will no longer be amortized.
Amounts are in thousands except per share amounts:

                                                Three Months Ended June 30,
                                            -----------------------------------
                                                   2002                 2001
                                            ---------------      --------------

Net income (loss) as reported                  $  (2,227)              1,065
Add back amortization of goodwill, net of tax          -                   -
Adjusted net income (loss)                        (2,227)              1,912
                                               -----------          -----------
Adjusted basic and diluted earnings per share      (0.29)          $    0.25
                                               -----------          -----------


                                                   Six Months Ended June 30,
                                              ----------------------------------
                                                   2002                 2001
                                              --------------       -------------

Net income (loss) as reported                    $ (1,287           $     89
Add back amortization of goodwill, net of tax           -              1,694
Adjusted net income (loss)                    --------------        ------------
                                                   (1,287)             2,083
                                              --------------        ------------
Adjusted basic and diluted earnings per share       (0.17)          $   0.27
                                              --------------        ------------



NOTE 9.  Contingencies

         On February 19, 2002, a purported class action lawsuit was filed
by Riggs Partners, LLC in the United States District Court for the Northern
District of Illinois, Eastern Division. The complaint names as defendants
the Company, the Company's officers and former officers that signed the
Company's periodic reports filed with the Securities and Exchange
Commission and the Company's former auditors. The complaint alleges that
the defendants violated Section 10 (b) and Rule 10b-5 there under and
section 20 (a) of the Securities Exchange Act of 1934 by filing or causing
to be filed with the Securities and Exchange Commission periodic reports
that contained inaccurate financial statements. The complaint seeks
unspecified compensatory damages, reimbursement of reasonable costs and
expenses, including counsel fees and expert fees, and such other relief as
the court deems proper. On June 7, 2002, the plaintiffs filed a
consolidated amended complaint. On July 18, 2002, the Company and is
officers and former officers filed a motion to dismiss the amended
complaint in its entirety. The Company's former auditors also filed a
motion to dismiss the amended complaint on July 18, 2002. The plaintiffs
have until August 15, 2002 to respond to the motions to dismiss, and the
Company and its former auditors have until August 29, 2002 to file replies
in support of their motions to dismiss. The Company believes that this suit
is without merit and intends to vigorously defend itself and its officers.
An adverse judgment in this lawsuit could have a material adverse effect on
the Company's financial position and results of operations.



                                      11
<PAGE>

                              HUB GROUP, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


ACCOUNTING ADJUSTMENT

         In the fourth quarter of 2001, the Company recorded adjustments
which resulted in a decline of $0.7 million in net income to properly
report the annual results for the year as a result of accounting
irregularities at the Company's 65% owned subsidiary, Hub Group
Distribution Services (HGDS). The Company was unable to determine in which
quarters in 2001 the adjustments should have been made and the amount to be
recorded in each quarter. Consequently, the results for the six months
ended and three months ended June 30, 2002 are not comparable to the
results for the six months and three months ended June 30, 2001.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2002 Compared to the Three Months Ended
June 30, 2001

Revenue

         Revenue for Hub Group, Inc. increased 3.0% to $327.6 million in
2002 from $318.0 million in 2001. Intermodal revenue increased 3.1% from
2001. Truckload brokerage revenue increased 15.5% over 2001 due to
increased volume. Logistics revenue, which includes revenue from the
Company's supply chain solutions services and revenue from Hub Group
Distribution Services, decreased 9.3% to $46.8 million in 2002 from $51.6
million in 2001. Supply chain solutions logistics services revenue
increased 36.9% to $27.8 million in 2002 from $20.3 million in 2001 as a
result of adding new customers and increased business from existing
customers. Hub Group Distribution Services' revenue decreased 39.3% to
$19.0 million in 2002 from $31.3 million in 2001. HGDS experienced a
significant revenue decline primarily in its installation business due to
lower demand from its largest customer.


Gross Margin


         Gross margin decreased 19.3% to $36.6 million in 2002 from $45.3
million in 2001. As a percent of revenue, gross margin decreased to 11.2%
from 14.3% in 2001. The decrease in gross margin as a percent of revenue is
due primarily to HGDS performing less installation work than during the
second quarter of 2001, Hub Group Distribution Services' customer mix and
their pricing structure. In addition, intermodal gross margin decreased
slightly due to customer mix, price competition and higher transportation
costs than in 2001.


Salaries and Benefits


         Salaries and benefits decreased 0.6% to $23.3 million in 2002 from
$23.5 million in 2001. As a percentage of revenue, salaries and benefits
decreased to 7.1% from 7.4% in 2001. The decrease is attributed primarily
to a decrease in both headcount and incentive compensation, partially
offset by increased costs for health benefits.


Selling, General and Administrative


         Selling, general and administrative expenses decreased 5.9% to
$11.6 million in 2002 from $12.3 million in 2001. As a percentage of
revenue, these expenses decreased to 3.5% in 2002 from 3.9% in 2001. This
decrease is primarily attributed to a reduction in information technology
contractor costs, outsourced data center costs, travel costs and telephone
costs. In the second quarter of 2002, the Company incurred a $0.3 million
expense for professional fees related to the investigation and restatement
of Hub Group Distribution Services' historical financial statements.


                                      11
<PAGE>

Depreciation and Amortization of Property and Equipment

         Depreciation and amortization of property and equipment decreased
10.6% to $2.5 million in 2002 from $2.8 million in 2001. This expense as a
percentage of revenue decreased from 0.9% to 0.8% in 2002.

Amortization of Goodwill

         Amortization of goodwill decreased to $0.0 million in 2002 from
$1.4 million in 2001. As of January 1, 2002, the Company adopted Financial
Accounting Standards Board Statement No. 142, "Goodwill and Other
Intangible Assets ("Statement 142"). Under Statement 142, goodwill and
intangible assets that have indefinite useful lives are no longer
amortized.

Other Income (Expense)

         Interest expense increased 2.4% to $2.5 million in 2002 from $2.4
million in 2001. The increase in interest expense is due to carrying a
higher average debt balance this year as compared to the prior year.

Minority Interest

         The minority interest decreased to $0.0 million in 2002 from $1.1
million in 2001. HGDS is a 65% owned partnership. Pursuant the HGDS
Partnership Agreement, each of the partners has a legal obligation to the
partnership for any deficit balance in their respective capital accounts.
Accordingly, there is a debit balance reflected in minority interest in the
accompanying condensed consolidated balance sheets related to the minority
partner's deficit capital account balance of approximately $3 million and
$2.5 million at June 30, 2002 and December 31, 2001, respectively.
Management believes that the balance in the minority interest account was
collectable at December 31, 2001 and June 30, 2002. Hub has a legal right
to pursue the minority partner for this deficit balance in the capital
account. In August of 2002, the Company entered into a settlement agreement
and release with the minority partner that resulted in the relinquishment
of the minority partner's 35% interest in HGDS and release of the minority
partner's claims against the Company in exchange for $4.0 million in cash
and release of Hub's claims against the minority partner including the $3.0
million balance in minority interest.

Income Tax Provision

         The income tax provision decreased to a benefit of $1.0 million in
2002 compared to a provision of $0.7 million in 2001. The Company recorded
income taxes using an effective rate of 41.0% in 2001 and 37% in 2002. The
rate changed because of changes in permanent differences between book and
taxable income (loss) and the impact of state net operating losses.

Net Income (Loss)

         Net (loss) income decreased to a loss of $2.2 million in 2002 from
net income of $1.1 million in 2001.

Earnings (Loss) Per Share

         Basic and diluted earnings (loss) per common share decreased to a
loss of $0.29 in 2002 from income of $0.14 in 2001.

Six Months Ended June 30, 2002 Compared to the Six Months Ended June 30, 2001

Revenue

         Revenue for Hub Group, Inc. decreased 4.7% to $632.9 million in
2002 from $664.0 million in 2001. Intermodal revenue decreased 6.8% from
2001which is primarily attributed to a $32.3 million reduction in demand
from the Company's steamship customers when comparing the first quarter of
2002 with the first quarter of 2001. As previously disclosed, these


                                 12
<PAGE>

customers ceased doing business with the Company early in the second
quarter of 2001. Without the decrease in revenue related to the loss of the
steamship customers intermodal revenue would have remained flat. Truckload
brokerage revenue increased 12.0% from 2001 due to increased volume.
Logistics revenue, which includes revenue from the Company's supply chain
solutions services and revenue from Hub Group Distribution Services,
decreased 11.8% to $90.8 million in 2002 from $102.9 million in 2001.
Revenue from supply chain solutions logistics services increased 24.7% to
$52.5 million in 2002 from $42.1 million in 2001 as a result of adding new
customers and increased business from existing customers. Hub Group
Distribution Services' revenue decreased 37.0% to $38.3 million in 2002
from $60.8 million in 2001.

Gross Margin

         Gross margin decreased 15.1% to $77.6 million in 2002 from $91.4
million in 2001. As a percent of revenue, gross margin decreased to 12.3%
from 13.8% in 2001. The decrease in gross margin as a percent of revenue is
primarily attributed to HGDS experiencing lower volumes and lower margins
in the installation business. Intermodal gross margin as a percentage of
revenue decreased slightly due to changes in customer mix, competitive
pricing, and increased transportation costs as compared to 2001. During the
three months ended March 31, 2002, the Company revised its estimate of
accrued transportation costs resulting in an increase in pretax income of
approximately $2.8 million.

Salaries and Benefits

         Salaries and benefits decreased 2.6% to $46.9 million in 2002 from
$48.2 million in 2001. As a percentage of revenue, salaries and benefits
increased to 7.4% from 7.3% in 2001. The decrease in expense is due to the
consolidation of the accounting functions, which took place primarily
during the first and second quarters of 2001.

Selling, General and Administrative

         Selling, general and administrative expenses decreased 5.8% to
$23.1 million in 2002 from $24.6 million in 2001. As a percentage of
revenue, these expenses remained constant at 3.7% in 2002 and 2001. The
decrease in expense is primarily attributed to a reduction in contractor
costs, outsourced data center costs, travel costs and telephone costs. In
the first six months of 2002, the Company incurred a $1.3 million expense
for professional fees related to the investigation and restatement of Hub
Group Distribution Services' historical financial statements. Without the
$1.3 million in professional services, selling, general and administrative
expense decreased $2.8 million or 11.4%.

Depreciation and Amortization of Property and Equipment

         Depreciation and amortization decreased 12.8% to $5.2 million in
2002 from $6.0 million in 2001. This expense as a percentage of revenue
decreased to 0.8% from 0.9% in 2001. Depreciation expense in the prior year
included $0.9 million of excess depreciation related to various assets that
were determined to be no longer useful once the Company's new operating
system was completed.

Amortization of Goodwill

         Amortization of goodwill decreased to $0.0 million in 2002 from
$2.9 million in 2001. As of January 1, 2002, the Company adopted Financial
Accounting Standards Board Statement No. 142, "Goodwill and Other
Intangible Assets ("Statement 142"). Under Statement 142, goodwill and
intangible assets that have indefinite useful lives are no longer
amortized.

Impairment of Property and Equipment

         The $3.4 million impairment charge in 2001 was due to HGDS' exit
from its initiative surrounding the home delivery of large box items
purchased over the internet.


                                    13
<PAGE>

Other Income (Expense)

         Interest expense decreased 11.2% to $4.8 million in 2002 from $5.4
million in 2001. The decrease in interest expense is due primarily to
carrying a lower average debt balance this year as compared to the prior
year.

Minority Interest

         The minority interest was a $0.5 million benefit in 2002 compared
with a $0.4 million charge in 2001. HGDS is 65% owned partnership. Pursuant
to the HGDS Partnership Agreement, each of the partners has a legal
obligation to the partnership for any deficit balance in their respective
capital accounts. Accordingly, there is a debit balance reflected in
minority interest in the accompanying condensed consolidated balance sheets
related to the minority partner's deficit capital account balance of
approximately $3 million and $2.5 million at June 30, 2002 and December 31,
2001, respectively. Management believes that the balance in the minority
interest account was collectable at December 31, 2001 and June 30, 2002.
Hub has a legal right to pursue the minority partner for this deficit
balance in the capital account. In August of 2002, the Company entered into
a settlement agreement and release with the minority partner that resulted
in the relinquishment of the minority partner's 35% interest in HGDS and
release of the minority partner's claims against the Company in exchange
for $4.0 million in cash and release of Hub's claims against the minority
partner including the $3.0 million balance in minority interest.

Income Tax Provision

         The income tax provision decreased to a benefit of $0.4 million in
2002 compared to a provision of $0.3 million in 2001. The Company recorded
income taxes using an effective rate of 41.0% in 2001 and 37% in 2002. The
rate changed because of changes in permanent differences between book and
taxable income (loss) and the impact of state net operating losses.

Net Income (Loss)

         Net (loss) income decreased to a loss of $1.3 million in 2002 from
net income of $0.4 million in 2001.

Earnings (Loss) Per Share

         Basic and diluted earnings (loss) per common share decreased to a
loss of $0.17 in 2002 from income of $0.05 in 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

         On June 30, 2001, the Financial Accounting Standards Board issued
Statement 142. Under Statement 142, goodwill and intangible assets that
have indefinite useful lives are no longer amortized but rather will be
tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. The
Company adopted Statement 142 as of January 1, 2002.

         In connection with SFAS 142, the Company completed the first step
of transitional goodwill impairment testing. The transitional testing used
discounted cash flow and market capitalization methodologies to determine a
fair market value for the reporting unit. The results of the transitional
testing indicated no impairment.

         The transitional testing is based upon the Company's estimates of
the value of the reporting unit, future operating performance and discount
rates. Should the estimates differ materially from actual results, the
Company may be required to record impairment charges in future periods. The
Company will continue to test the value of its goodwill for any impairment
at least annually and impairment, if any, will be recorded as expense in
the period of impairment.

                                    14
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         The Company has funded its operations and capital expenditures
through cash flows from operations and bank borrowings.

         Cash used in operating activities for the six months ended June
30, 2002 was approximately $1.6 million, which resulted primarily from net
income from operations before non-cash charges of $3.1 million and a net
decrease in working capital of $4.7 million.

         Net cash used in investing activities for the six months ended
June 30, 2002 was $3.4 million which related to capital expenditures. The
capital expenditures were primarily related to enhancing the Company's
operating system and various software applications.

         The net cash provided by financing activities for the six months
ended June 30, 2002, was $5.0 million. This is comprised of $9.0 million of
borrowings on the Company's line of credit and $4.0 million of scheduled
payments on the Company's term debt and capital leases.

         The Company maintains a multi-bank credit facility. The facility
is comprised of term debt and a revolving line of credit. At June 30, 2002,
there was $31.0 million of outstanding term debt and $28.0 million
outstanding and $22.0 million unused and available under the line of
credit. Borrowings under the revolving line of credit are unsecured and
have a five-year term that began on April 30, 1999, with a floating
interest rate based upon the LIBOR (London Interbank Offered Rate) or Prime
Rate. The term debt has quarterly principal payments ranging from
$1,250,000 to $2,000,000 with a balloon payment of $19.0 million due on
March 31, 2004.

         The Company maintains $50.0 million of private placement debt (the
"Notes"). These Notes are unsecured and have an eight-year average life.
Interest is paid quarterly. These Notes mature on June 25, 2009, with
annual principal payments of $10.0 million commencing on June 25, 2005

         The Company was in default of certain debt covenants including the
fixed charge coverage ratio, minimum earnings before interest, taxes,
depreciation and minority interest and cash flow leverage ratio as of June
30, 2002. By August 14, 2002, amendments to the Company's credit agreements
were executed to modify certain financial covenants for the quarters ending
September 30, 2002 and December 31, 2002 and waive Hub Group's
non-compliance with certain financial covenants for the fiscal quarter
ending June 30, 2002. The amendments provide the loans will be secured by
assets of the Company no later than October 15, 2002. In addition, the
amendments outline a process for the modification of financial covenants
for the periods beginning March 31, 2003 and beyond. The Company believes
that it will satisfactorily complete the modification of the financial
covenants for these periods as outlined in the amendments

OUTLOOK, RISKS AND UNCERTAINTIES

         Except for historical data, the information contained in this
Quarterly Report constitutes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently uncertain and subject to risks. Such statements
should be viewed with caution. Actual results or experience could differ
materially from the forward-looking statements as a result of many factors.
Forward-looking statements in this report include, but are not limited to,
those contained in this "Outlook, Risks and Uncertainties" section
regarding expectations, hopes, beliefs, estimates, intentions or strategies
regarding the future. The Company assumes no liability to update any such
forward-looking statements. In addition to those mentioned elsewhere in
this section, such risks and uncertainties include the impact of
competitive pressures in the marketplace, including the entry of new,
web-based competitors and direct marketing efforts by the railroads, the
degree and rate of market growth in the intermodal, brokerage and logistics
markets served by the Company, changes in rail and truck capacity, further
consolidation of rail carriers, deterioration in relationships with
existing rail carriers, rail service conditions, changes in governmental
regulation, adverse weather conditions, fuel shortages, changes in the cost
of services from rail, drayage and other vendors and fluctuations in
interest rates.

                                      15
<PAGE>

Liquidity and Capital Resources

         The Company believes that cash to be provided by operations, cash
available under its line of credit and the Company's ability to obtain
additional credit will be sufficient to meet the Company's short-term
working capital and capital expenditure needs. The Company believes that
the aforementioned items are sufficient to meet its anticipated long-term
working capital, capital expenditure and debt repayment needs.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         The Company is exposed to market risk related to changes in
interest rates which may adversely affect its results of operations and
financial condition. The Company seeks to minimize the risk from interest
rate volatility through its regular operating and financing activities and,
when deemed appropriate, through the use of derivative financial
instruments. The Company does not use financial instruments for trading
purposes.

         The Company has both fixed and variable rate debt as described in
Note 9 of the Company's Form 10-K filed for the year ended December 31,
2001. The Company has entered into an interest rate swap agreement
designated as a hedge on a portion of the Company's variable rate debt. The
purpose of the swap is to fix the interest rate on a portion of the
variable rate debt and reduce certain exposures to interest rate
fluctuations. At June 30, 2002, the Company had an interest rate swap with
a notional amount of $25.0 million, a weighted average pay rate of 8.37%, a
weighted average receive rate of 4.36% and a maturity date of September 30,
2002. This swap agreement involves the exchange of amounts based on the
variable interest rate for amounts based on the fixed interest rate over
the life of the agreement, without an exchange of the notional amount upon
which the payments are based. The differential to be paid or received as
interest rates change is accrued and recognized as an adjustment of
interest expense related to the debt.

         The main objective of interest rate risk management is to reduce
the total funding cost to the Company and to alter the interest rate
exposure to the desired risk profile.




                                 16

<PAGE>


PART II.  Other Information

Item 1.   Legal Proceedings.

          On February 19, 2002, a purported class action lawsuit was
          filed by Riggs Partners, LLC in the United States District Court
          for the Northern District of Illinois, Eastern Division. The
          complaint names as defendants the Company, the Company's officers
          and former officers that signed the Company's periodic reports
          filed with the Securities and Exchange Commission and the
          Company's former auditors. The complaint alleges that the
          defendants violated Section 10 (b) and Rule 10b-5 thereunder and
          section 20 (a) of the Securities Exchange Act of 1934 by filing or
          causing to be filed with the Securities and Exchange Commission
          periodic reports that contained inaccurate financial statements.
          The complaint seeks unspecified compensatory damages,
          reimbursement of reasonable costs and expenses, including counsel
          fees and expert fees, and such other relief as the court deems
          proper. On June 7, 2002, the plaintiffs filed a consolidated
          amended complaint. On July 18, 2002, the Company and is officers
          and former officers filed a motion to dismiss the amended
          complaint in its entirety. The Company's former auditors also
          filed a motion to dismiss the amended complaint on July 18, 2002.
          The plaintiffs have until August 15, 2002 to respond to the
          motions to dismiss, and the Company and its former auditors have
          until August 29, 2002 to file replies in support of their motions
          to dismiss. The Company believes that this suit is without merit
          and intends to vigorously defend itself and its officers. An
          adverse judgment in this lawsuit could have a material adverse
          effect on the Company's financial position and results of
          operations.



Item 4.   Submission of Matters to a Vote of Security Holders

          The 2002 Annual Meeting of Stockholders of Hub Group, Inc. was
          held on May 21, 2002. At this meeting, the following six directors
          were reelected with the following votes: Phillip C. Yeager:
          19,115,326 votes for and 634,470 votes withheld; David P. Yeager:
          19,115,307 votes for and 634,489 votes withheld; Thomas L. Hardin:
          19,114,326 votes for and 634,470 votes withheld; Gary D. Eppen:
          19,239,358 votes for and 510,438 votes withheld; Charles R.
          Reaves: 19,242,590 votes for and 507,206 votes withheld; Martin P.
          Slark: 19,242,590 votes for and 507,206 votes withheld.

          Also at this meeting, the Stockholders voted on a proposal to
          approve the Company's 2002 Long-Term Incentive Plan. This
          proposal was approved by the following votes: 17,383,327 votes
          for, 593,522 votes against, 89,237 votes withheld and 1,683,710
          broker non-votes.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  A list of exhibits included as part of this Report is
               set forth in the Exhibit Index appearing elsewhere
               herein by this reference.

          (b)  Reports on Form 8-K. The Company filed a Report on
               Form 8-K on May 10, 2002, reporting in Item 4 that
               the Company had decided to dismiss its independent
               auditors, Arthur Andersen LLP and engage Ernst &
               Young LLP to serve as its new independent auditors.
               The Company filed an amendment to this Form 8-K on
               June 11, 2002, reporting additional information
               regarding its restatement of earnings due to the
               accounting irregularities discovered at Hub Group
               Distribution Services.


                                     17
<PAGE>

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                           HUB GROUP, INC.


DATE:  August 15, 2002                     /s/ Thomas M. White
                                           ---------------------------------
                                           Thomas M. White
                                           Senior Vice President-Finance and
                                           Chief Financial Officer
                                           (Principal Financial Officer)

























                                      18
<PAGE>

                               EXHIBIT INDEX


Exhibit No.

10.22     Amendment to $100 million Credit Agreement among the
          Registrant, Hub City Terminals, Inc. and Harris Trust
          and Savings Bank dated August 13, 2002.

10.23     Amendment to $50 million Note Purchase Agreement among
          the Registrant, Hub City Terminals, Inc. and various
          purchasers dated August 14, 2002.



























                                       19



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>exh1022.txt
<TEXT>


                              HUB GROUP, INC.
                          HUB CITY TERMINALS, INC.
                       AMENDMENT TO CREDIT AGREEMENT



Harris Trust and Savings Bank                  LaSalle Bank National Association
Chicago, Illinois                              Chicago, Illinois

U.S. Bank National Association                 National City Bank
Des Plaines, Illinois                          Cleveland, Ohio

Firstar Bank, N.A.
Milwaukee, Wisconsin

Ladies and Gentlemen:

         Reference is hereby made to that certain Credit Agreement dated as
of April 30, 1999 (the "Credit Agreement"), as amended and currently in
effect, by and among Hub Group, Inc. (the "Public Hub Company"), Hub City
Terminals, Inc. for itself and as successor by merger to Hub Holdings, Inc.
("Hub Chicago"; together with the Public Hub Company, the "Borrowers") and
you (the "Lenders"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit
Agreement.

         The Borrowers have requested that the Lenders waive the Hub
Group's non-compliance with certain financial covenants for the fiscal
quarter ending June 30, 2002 and the Lenders are willing to do so under the
terms and conditions set forth in this amendment (herein, the "Amendment").

1.       WAIVERS.

         The Borrowers have informed the Lenders that the Hub Group was in
default of their obligations under Section 7.8 of the Credit Agreement
(Fixed Charge Coverage Ratio) for the fiscal quarter ending June 30, 2002,
Section 7.9 of the Credit Agreement (Minimum EBITDAM) for the fiscal
quarter ending June 30, 2002 and Section 7.10 of the Credit Agreement (Cash
Flow Leverage Ratio) for the fiscal quarter ending June 30, 2002
(collectively, the "Existing Defaults"). In accordance with the request of
the Borrowers and subject to the satisfaction of the conditions precedent
set forth in Section 3 below, the Lenders hereby waive the Existing
Defaults. The foregoing waiver is expressly limited to the matters stated
herein.

2.       AMENDMENTS.

         Subject to the satisfaction of the conditions precedent set forth
in Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:


<PAGE>

       2.01. Section 1 of the Credit Agreement shall be and hereby is
amended by adding the following new Sections 1.9 immediately at the end
thereof:

                  "Section 1.9. Security. No later than October 15, 2002
                  (the "Collateral Deadline") and subject to the other
                  terms of this Section 1.9, the Obligations shall be
                  secured by valid, perfected, and enforceable Liens on all
                  right, title, and interest of the Borrowers and each
                  other Guarantor in all personal property (including,
                  without limitation, accounts, instruments, documents,
                  chattel paper, general intangibles, patents, trademarks,
                  tradenames, copyrights, investment property, inventory,
                  equipment, fixtures, deposit accounts, and commercial
                  tort claims), whether now owned or hereafter acquired or
                  arising, and all proceeds thereof. The Borrowers and the
                  other Guarantors acknowledge and agree that such Liens on
                  the Collateral shall be valid and perfected first
                  priority Liens, subject only to the Liens permitted by
                  Section 7.12 hereof, securing on a ratable basis
                  (pursuant to the Intercreditor Agreement) the
                  Obligations, the Senior Notes and the Hedging Liability,
                  in each case pursuant to one or more Collateral Documents
                  in form and substance satisfactory to the Agent and the
                  Required Lenders. Notwithstanding anything in this
                  Agreement to the contrary: (i) Liens shall not be granted
                  on Property of any Foreign Subsidiary (or on any equity
                  interest in any Foreign Subsidiary in excess of 65% of
                  the equity thereof); (ii) Liens shall not be granted on
                  real property; (iii) Liens shall not be perfected on
                  vehicles subject to certificate of title laws; (iv) and
                  notwithstanding anything contained in any other Loan
                  Document or in the Senior Note Agreements or the Senior
                  Notes and except to the extent otherwise permitted by
                  Sections 9-406, 9-407 or 9-408 of the UCC, in no event
                  shall the Collateral include, and the Borrowers and the
                  Guarantors 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 existing 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 Borrowers
                  and the Guarantors shall be deemed to have granted a
                  security interest therein; and (v) if, by no later than
                  5:00 p.m. on the Collateral Deadline, the Borrowers shall
                  have provided to the Lenders a signed commitment of a
                  lender to provide financing in an amount sufficient to
                  repay in full the Obligations on or before October 31,
                  2002 and containing such other terms and conditions as

                                           -2-
<PAGE>

                  shall be reasonably acceptable to the Agent and the
                  Required Lenders, then the Liens of the Collateral
                  Documents shall not be perfected until November 1, 2002."

       2.02.    Section 4.1 of the Credit Agreement shall be amended by
inserting the following new  definitions  in the  appropriate alphabetical
order:

                  ""Collateral" means all properties, rights, interests,
                  and privileges from time to time subject to the Liens
                  granted to the collateral agent (as defined in the
                  Intercreditor Agreement), or any security trustee
                  therefor, by the Collateral Documents.

                  "Collateral Documents" means all mortgages, deeds of
                  trust, security agreements, pledge agreements,
                  assignments, financing statements and other documents as
                  shall from time to time secure the Obligations, the
                  Senior Notes, the Hedging Liability, or any part thereof.

                  "Intercreditor Agreement" shall mean an intercreditor and
                  collateral agency agreement (in form and substance
                  satisfactory to the Agent and the Required Lenders) to be
                  entered into by the Lenders and the Senior Noteholders
                  providing for the Liens described in Section 1.9 hereof
                  on the Collateral to secure the Obligations, the Senior
                  Notes and the Hedging Liability on a pari passu basis and
                  appointing Harris Trust and Savings Bank as a collateral
                  agent to hold such Liens.

                  "Senior Notes" shall mean the indebtedness of the Public
                  Hub Company and Hub Chicago to BayState Health System,
                  Inc., C.M. Life Insurance Company, Massachusetts Mutual
                  Life Insurance Company, Investors Partner Life Insurance
                  Company, John Hancock Life Insurance Company, John
                  Hancock Variable Life Insurance Company, Mellon Bank,
                  N.A. (solely in its capacity as Trustee for the Bell
                  Atlantic Master Trust (as directed by John Hancock 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, together with their
                  successors and assigns, the "Senior Noteholders") in the
                  aggregate original principal amount of $50,000,000 as
                  evidenced by the 8.64% Senior Notes Due June 25, 2009,
                  issued and sold by the Public Hub Company and Hub Chicago
                  to the Senior Noteholders pursuant to 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").

                                         -3-
<PAGE>

                  "UCC" shall mean the Uniform Commercial Code of the State
                  of Illinois as in effect from time to time."

       2.03. Sections 7.8, 7.9 and 7.10 of the Credit Agreement shall be
amended and as so amended shall be restated in their entirety to read,
respectively, as follows:

                           "Section 7.8.  Fixed  Charge Coverage Ratio.  The
                  Hub Group  shall not, as of the close of each fiscal quarter
                  of the Public Hub Company  specified below,  permit the Fixed
                  Charge Coverage Ratio as of such date to be less than:


                                                 FIXED CHARGE
         AS OF THE FISCAL                     COVERAGE RATIO SHALL
         QUARTER ENDING ON:                      NOT BE LESS THAN:

              9/30/02                              0.90 to 1
             12/31/02                              0.875 to 1
              3/31/03                              1.20 to 1
         6/30/03 and at all times                  1.25 to 1
             thereafter

                  Notwithstanding anything contained in this Agreement to
                  the contrary, for purposes of computing the Hub Group's
                  compliance with this Section, the Hub Group's adjustment
                  of earnings for the 2001 fiscal year (which was an
                  aggregate EBITDAM adjustment of $1,800,000 for such year)
                  shall be treated as if such adjustment had occurred
                  evenly in each fiscal quarter of such year (i.e. $450,000
                  per fiscal quarter).

                           Section 7.9. Minimum EBITDAM. The Hub Group
                  shall, as of the close of each fiscal quarter of the
                  Public Hub Company specified below, maintain EBITDAM for
                  the four fiscal quarters of the Public Hub Company then
                  ended of not less than:

         AS OF THE FISCAL                    EBITDAM SHALL NOT BE
         QUARTER ENDING ON:                        LESS THAN:

              9/30/02                             $24,000,000
             12/31/02                             $21,500,000
              3/31/03                             $38,000,000
          6/30/03 and at all times                $40,000,000
            thereafter

                  Notwithstanding anything contained in this Agreement to
                  the contrary, for purposes of computing the Hub Group's
                  compliance with this Section, the Hub Group's adjustment

                                         -4-
<PAGE>

                  of earnings for the 2001 fiscal year (which was an
                  aggregate EBITDAM adjustment of $1,800,000 for such year)
                  shall be treated as if such adjustment had occurred
                  evenly in each fiscal quarter of such year (i.e. $450,000
                  per fiscal quarter).

                           Section 7.10.  Cash Flow Leverage Ratio. The Hub
                  Group  shall not,  as of the close of each fiscal quarter of
                  the Public Hub Company  specified below,  permit the Cash
                  Flow Leverage Ratio as of such date to be more than:

                                           CASH FLOW LEVERAGE
         AS OF THE FISCAL                   RATIO SHALL NOT BE
         QUARTER ENDING ON:                     MORE THA

             9/30/02                           4.75 to 1
            12/31/02                           5.25 to 1
             3/31/03                           2.75 to 1
     6/30/03 and at all times                   2.50 to 1
           thereafter

                  Notwithstanding anything contained in this Agreement to
                  the contrary, for purposes of computing the Hub Group's
                  compliance with this Section, the Hub Group's adjustment
                  of earnings for the 2001 fiscal year (which was an
                  aggregate EBITDAM adjustment of $1,800,000 for such year)
                  shall be treated as if such adjustment had occurred
                  evenly in each fiscal quarter of such year (i.e.
                  $450,000 per fiscal quarter)."

       2.04.    Section 7.12 of the Credit Agreement shall be amended by
inserting the following new sentence  immediately at the end thereof:

                  "Notwithstanding anything in this Section to the
                  contrary, this Section shall neither apply to nor operate
                  to prevent Liens in favor of the collateral agent (as
                  defined in the Intercreditor Agreement) granted under the
                  Collateral Documents to secure the Obligations, the
                  Senior Notes and the Hedging Liability on a pari passu
                  basis pursuant to the Intercreditor Agreement."

3.       CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction
of all of the following conditions precedent:

                                   -5-
<PAGE>

       3.01.    The Borrowers, the Guarantors and the Required Lenders shall
 have executed and delivered this Amendment.

       3.02. The Senior Note Offering shall have been modified by written
instrument (the "Senior Note Amendment") in form and substance reasonably
satisfactory to the Agent to effect a waiver and modification of the terms
and conditions thereof such that the same are no more burdensome on the
Borrowers than the corresponding provisions of the Credit Agreement after
giving effect to the modifications contemplated by this Amendment.

       3.03. The Borrowers shall have paid to the Agent, for the ratable
benefit of the Lenders which have executed and delivered to counsel for the
Agent a counterpart of this Amendment no later than 5:00 p.m. (Chicago
time) on August 13, 2002, an amendment fee in an amount equal to 0.10% of
such executing Lenders' Revolving Credit Commitments and outstanding Term
Loans (the "Amendment Fee"), such Amendment Fee to be fully earned and due
and payable to such executing Lenders upon such Lenders' execution of this
Amendment.

       3.04. Legal matters incident to the execution and delivery of this
Amendment and the Senior Note Amendment shall be reasonably satisfactory to
the Agent and its counsel.

         Upon the satisfaction of the foregoing conditions precedent, the
Lenders also consent to the acquisition by Hub City Terminals, Inc. of the
equity interests in Hub Group Distribution Services, an Illinois limited
partnership, which are not currently owned by Hub City Terminals, Inc. for
cash consideration of approximately $4,000,000.


                                    -6-
<PAGE>

4.       CONDITIONS SUBSEQUENT.

         The Borrowers shall cooperate with the Agent and the Lenders to
the extent reasonably necessary to enable such parties to revise the
financial covenants of the Credit Agreement with respect to the fiscal
periods after January 1, 2003 by no later than the Collateral Deadline, and
shall deliver to the Agent and the Lenders, as soon as possible, but in any
event no later than the Collateral Deadline: (i) quarterly financial
projections for the Borrowers' 2003 fiscal year, (ii) details with respect
to cost reduction initiatives being undertaken by the Borrowers along with
a timeline for the implementation of such initiatives and (iii) details
with respect to revenue generation initiatives which support the Borrowers'
2003 financial projections. No later than November 1, 2002, the Borrowers
and the Lenders shall have closed an amendment to the Credit Agreement
which provides for such revisions to the financial covenants and contains
such other provisions as the Lenders may require, including, without
limitation, changes to the Applicable Margins and an amendment fee in an
amount equal to 0.15% of the Lenders' Revolving Credit Commitments and
outstanding Term Loans. Failure to close such an amendment to the Credit
Agreement by November 1, 2002 shall constitute an Event of Default unless
such deadline is otherwise extended by the Required Lenders.

5.       REPRESENTATIONS.

         In order to induce the Lenders to execute and deliver this
Amendment, the Borrowers hereby represent to the Lenders that as of the
date hereof, the representations and warranties set forth in Section 5 of
the Credit Agreement are and remain true and correct in all material
respects (except to the extent the same expressly relate to an earlier date
and except that for purposes of this paragraph the representations
contained in Section 5.5 shall be deemed to refer to the most recent
financial statements of the Public Hub Company delivered to the Lenders)
and the Borrowers are in full compliance with all of the terms and
conditions of the Credit Agreement after giving effect to this Amendment
and no Default or Event of Default (other than the Existing Defaults) has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.

6.       MISCELLANEOUS.

       6.01. Each Borrower and each Guarantor acknowledges and agrees that,
except as modified by this Amendment, all of the Loan Documents to which it
is a party remain in full force and effect for the benefit and security of,
among other things, the Obligations as modified hereby. Each Borrower and
each Guarantor further acknowledges and agrees that all references in such
Loan Documents to the Obligations shall be deemed a reference to the
Obligations as so modified. Each Borrower and each Guarantor further agrees
to execute and deliver any and all instruments or documents as may be
reasonably required by the Agent or the Required Lenders to confirm any of
the foregoing.
                                    -7-
<PAGE>

       6.02. Except as specifically amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with its original
terms. Reference to this specific Amendment need not be made in the Credit
Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued
or made pursuant to or with respect to the Credit Agreement, any reference
in any of such items to the Credit Agreement being sufficient to refer to
the Credit Agreement as specifically amended hereby.

       6.03. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all
of which taken together shall constitute one and the same agreement. Any of
the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed
to be an original. This Amendment shall be governed by the internal laws of
the State of Illinois.

       6.04. The Borrowers agree to pay, jointly and severally, all
reasonable out-of-pocket costs and expenses incurred by the Agent in
connection with the preparation, execution and delivery of this Amendment,
the Collateral Documents, the Intercreditor Agreement and the documents and
transactions contemplated hereby, including the reasonable fees and
expenses of counsel for the Agent with respect to the foregoing.



               [Remainder of Page Intentionally Left Blank.]

                                    -8-

<PAGE>



         Dated as of August 13, 2002.


                                         HUB GROUP, INC., a Borrower
                                         HUB CITY TERMINALS, INC., a Borrower


                                         By /s/ David P. Yeager
                                            David P. Yeager
                                            Chief Executive Officer for each of
                                            the above Companies


<PAGE>




         Accepted and agreed to as of the date and year last above written.

                                            HARRIS TRUST AND SAVINGS BANK


                                            By  /s/ Scott M. Ferris
                                               Name: /s/ Scott M. Ferris
                                               Title: Managing Director


                                            U.S. BANK NATIONAL ASSOCIATION


                                            By
                                               Name:____________________________
                                               Title:___________________________


                                            FIRSTAR BANK, N.A.


                                            By
                                                Name:___________________________
                                                Title:__________________________


                                            LASALLE BANK NATIONAL ASSOCIATION


                                            By  /s/ Mark Mital
                                                Name: Mark Mital
                                                Title: Vice President


                                            NATIONAL CITY BANK


                                            By  /s/ Matthew R. Klinger
                                                Name: Matthew R. Klinger
                                                Title: Vice President




<PAGE>





                            GUARANTORS' CONSENT

         The undersigned heretofore executed and delivered to the Lenders
the Guaranty Agreement. The undersigned hereby consent to the Amendment to
the Credit Agreement as set forth above and confirm that the Guaranty
Agreement and all of the obligations of the undersigned thereunder remain
in full force and effect. The undersigned further agree that their consent
to any further amendments to the Credit Agreement shall not be required as
a result of this consent having been obtained, except to the extent, if
any, required by the Guaranty Agreement.

                                            HUB CHICAGO HOLDINGS, INC., a
                                            Guarantor


                                            By /s/ David P. Yeager
                                               David P. Yeager
                                               Chief Executive Officer



                                            HLX COMPANY, L.L.C., a Guarantor


                                            By /s/ David P. Yeager
                                               David P. Yeager
                                               Vice Chairman and Chief
                                               Executive Officer



                                        QSSC, INC.
                                        QUALITY SERVICES, L.L.C.,
                                        QUALITY SERVICES OF KANSAS, L.L.C.
                                        QUALITY SERVICES OF NEW JERSEY, L.L.C.
                                        Q.S. OF ILLINOIS, L.L.C.
                                        Q.S. OF GEORGIA, L.L.C.


                                            By /s/ David P. Yeager
                                               David P. Yeager
                                               Chief Executive Officer for each
                                               of the  above Guarantors




<PAGE>




                                            HUB GROUP ALABAMA, LLC
                                            HUB GROUP ATLANTA, LLC
                                            HUB GROUP BOSTON, LLC
                                            HUB GROUP CANADA, L.P.
                                            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.


                                           By  /s/ David P. Yeager
                                               David P. Yeager
                                               Chief Executive Officer for each
                                               of the above Guarantors


                                         -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>exh1023.txt
<TEXT>



================================================================================





                              HUB GROUP, INC.

                                    and

                          HUB CITY TERMINALS, INC.




                   -----------------------------------

                              FIFTH AMENDMENT
                        Dated as of August 14, 2002



                                     to



                          NOTE PURCHASE AGREEMENTS
                         Dated as of June 15, 1999

                  -----------------------------------





                     Re: $50,000,000 8.64% Senior Notes
                             Due June 25, 2009






================================================================================



<PAGE>

                FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

         THIS FIFTH AMENDMENT dated as of August 14, 2002 (the or this
"Fifth Amendment") to the Note Purchase Agreements each dated as of June
15, 1999, as amended by the First Amendment to Note Purchase Agreements
dated as of February 26, 2001, the Second Amendment to Note Purchase
Agreements dated as of March 30, 2001, the Third Amendment to Note Purchase
Agreements dated as of November 8, 2001 and the Fourth Amendment to Note
Purchase Agreements dated as of March 27, 2002, among HUB GROUP, INC., a
Delaware corporation ("Public Hub Company"), HUB CITY TERMINALS, INC., a
Delaware corporation, for itself and as successor by merger to Hub
Holdings, Inc. ("Hub Chicago"; Public Hub Company and Hub Chicago being
individually referred to herein as an "Obligor" and collectively as the
"Obligors"), and each of the institutions which is a signatory to this
Fifth Amendment (collectively, the "Noteholders").


                                 RECITALS:

          A. The Obligors and each of the Noteholders have heretofore
entered into separate and several Note Purchase Agreements, each dated as
of June 15, 1999 (as amended by the First Amendment to Note Purchase
Agreements dated as of February 26, 2001, the Second Amendment to Note
Purchase Agreements dated as of March 30, 2001, the Third Amendment to Note
Purchase Agreements dated as of November 8, 2001 and the Fourth Amendment
to Note Purchase Agreements dated as of March 27, 2002, collectively, the
"Note Purchase Agreements"). The Obligors have heretofore issued the
$50,000,000 8.64% Senior Notes Due June 25, 2009 (the "Notes") pursuant to
the Note Purchase Agreements.

          B.    The Obligors and the Noteholders  now desire to amend the Note
Purchase  Agreements  in the respects,  but only in the respects, hereinafter
set forth.

          C. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Purchase Agreements unless herein
defined or the context shall otherwise require.

          D. All requirements of law have been fully complied with and all
other acts and things necessary to make this Fifth Amendment a valid, legal
and binding instrument according to its terms for the purposes herein
expressed have been done or performed.

         NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Fifth Amendment set forth
in Section 4.1 hereof, and in consideration of good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
the Obligors and the Noteholders do hereby agree as follows:


                                     -2-
<PAGE>

SECTION 1.        AMENDMENTS.


         Section 1.1.  Section 10.2 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:

               "Section 10.2. Fixed Charge Coverage Ratio. The Public Hub
         Company and its Restricted Subsidiaries will not, as of close of
         each fiscal quarter specified below, permit the ratio of (a)
         Consolidated EBITDAR for the immediately preceding four
         consecutive fiscal quarter period to (b) Consolidated Fixed
         Charges as of such date to be less than (i) 1.20 to 1.00 as of the
         end of the fiscal quarters ending September 30, 2002 and December
         31, 2002 and (ii) 1.30 to 1.00 as of the close of each fiscal
         quarter thereafter. Notwithstanding anything contained in this
         Agreement to the contrary, for purposes of computing the Public
         Hub Company and its Restricted Subsidiaries' compliance with this
         Section, the Public Hub Company and its Restricted Subsidiaries'
         adjustment of earnings for the 2001 fiscal year (which was an
         aggregate earnings adjustment of $1,800,000 for such year) shall
         be treated as if such adjustment had occurred evenly in each
         fiscal quarter of such year (i.e. $450,000 per fiscal quarter)"

         Section 1.2.  Section 10.3 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:

               "Section 10.3. Cash Flow Leverage Ratio. The Public Hub
         Company and its Restricted Subsidiaries will not, as of the close
         of each fiscal quarter specified below, permit the ratio of
         Consolidated Debt to Consolidated EBITDA for the immediately
         preceding four consecutive fiscal quarter period to exceed the
         ratios set forth below:

                                               CONSOLIDATED DEBT TO CONSOLIDATED
              AS OF THE FISCAL QUARTER           EBITDA SHALL NOT BE MORE THAN:
                     ENDING ON:
                 September 30, 2002                         4.75 to 1.00
                  December 31, 2002                         5.25 to 1.00
                   March 31, 2003                           2.75 to 1.00
            June 30, 2003 and thereafter                    2.50 to 1.00

         Notwithstanding anything contained in this Agreement to the
         contrary, for purposes of computing the Public Hub Company and its
         Restricted Subsidiaries' compliance with this Section, the Public
         Hub Company and its Restricted Subsidiaries' adjustment of
         earnings for the 2001 fiscal year (which was an aggregate earnings
         adjustment of $1,800,000 for such year) shall be treated as if
         such adjustment had occurred evenly in each fiscal quarter of such
         year (i.e. $450,000 per fiscal quarter)."

                                       -3-
<PAGE>

       Section 1.3.  Section 10.5 of the Note Purchase Agreements shall be
amended by adding the following new sentence  immediately at the end thereof:

         "Notwithstanding anything in this Section 10.5 to the contrary,
         this Section 10.5 shall neither apply to nor operate to prevent
         Liens in favor of the collateral agent (as defined in the Amended
         and Restated Intercreditor Agreement) granted under the Collateral
         Documents to secure the Notes and amounts owing to the Banks
         pursuant to the Bank Credit Agreement on a pari passu basis
         pursuant to the terms of the Amended and Restated Intercreditor
         Agreement."

         Section 1.4. The following new definitions shall be added in
alphabetical order in Schedule B to the Note Purchase Agreements to read as
follows:

         "Collateral" means all properties, rights, interests, and
         privileges from time to time subject to the Liens granted to the
         collateral agent (as defined in the Amended and Restated
         Intercreditor Agreement), or any security trustee therefor, by the
         Collateral Documents.

         "Collateral Documents" means all mortgages, deeds of trust,
         security agreements, pledge agreements, assignments, financing
         statements and other documents as shall from time to time secure
         the Notes and amounts owing to the Banks pursuant to the Bank
         Credit Agreement.

         "Amended and Restated Intercreditor Agreement" shall mean an
         intercreditor and collateral agency agreement (in form and
         substance satisfactory to the Required Holders) to replace the
         Intercreditor Agreement and to be entered into by the Noteholders,
         the Banks and a collateral agent, providing for Liens on the
         Collateral to secure the Notes and amounts owing to the Banks
         pursuant to the Bank Credit Agreement on a pari passu basis and
         appointing Harris Trust and Savings Bank as collateral agent to
         hold such Liens.

         "UCC" shall mean the Uniform Commercial Code of the State of
         Illinois as in effect from time to time.

         Section 1.5. Section 11(k) of the Note Purchase Agreements shall
be and hereby is amended by substituting the period (".") at the end of
such section with a semicolon and the word "or" ("; or").

         Section 1.6. Section 11 of the Note Purchase Agreements shall be
and hereby is amended by adding a new Section 11(l) immediately after
Section 11(k) to read as follows:

         "(l) failure of the Obligors to comply with Section 5 of the Fifth
         Amendment to Note Purchase Agreements dated as of August 14, 2002
         between the Obligors and the Noteholders (the "Fifth Amendment"),

<PAGE>

         including, without limitation, failure for any reason whatsoever
         to deliver the Collateral by October 15, 2002 or failure to
         execute and deliver the amendment to this Agreement contemplated
         by such Section 5 of the Fifth Amendment by November 1, 2002."

SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

         Section 2.1. To induce the Noteholders to execute and deliver this
Fifth Amendment (which representations shall survive the execution and
delivery of this Fifth Amendment), the Obligors, jointly and severally,
represent and warrant to the Noteholders that:

                   (a) this Fifth Amendment has been duly authorized,
         executed and delivered by each Obligor and this Fifth Amendment
         constitutes the legal, valid and binding obligation, contract and
         agreement of each Obligor enforceable against it in accordance
         with its terms, except as enforcement may be limited by
         bankruptcy, insolvency, reorganization, moratorium or similar laws
         or equitable principles relating to or limiting creditors' rights
         generally;

                   (b) the Note Purchase Agreements, as amended by this
         Fifth Amendment, constitute the legal, valid and binding
         obligations, contracts and agreements of the Obligors enforceable
         against them in accordance with their respective terms, except as
         enforcement may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws or equitable principles
         relating to or limiting creditors' rights generally;

                   (c) the execution, delivery and performance by the
         Obligors of this Fifth Amendment (i) has been duly authorized by
         all requisite corporate action and, if required, shareholder
         action, (ii) does not require the consent or approval of any
         governmental or regulatory body or agency, and (iii) will not (A)
         violate (1) any provision of law, statute, rule or regulation or
         its certificate of incorporation or bylaws, (2) any order of any
         court or any rule, regulation or order of any other agency or
         government binding upon it, or (3) any provision of any material
         indenture, agreement or other instrument to which any Obligor is a
         party or by which any Obligor's properties or assets are or may be
         bound, including, without limitation, the Bank Credit Agreement,
         or (B) result in a breach or constitute (alone or with due notice
         or lapse of time or both) a default under any indenture, agreement
         or other instrument referred to in clause (iii)(A)(3) of this
         Section 2.1(c);

                   (d) as of the date hereof and after giving  effect to this
         Fifth  Amendment,  no Default or Event of Default has occurred which
         is continuing;

                   (e) all the representations and warranties contained in
         Section 5 of the Note Purchase Agreements (other than those
         contained in Sections 5.3, 5.4(a), 5.4(b) and 5.9) are true and
         correct in all material respects with the same force and effect as
         if made by the Obligors on and as of the date hereof (other than
         any representation and warranty that expressly relates to a
         specified earlier date, which was true and correct in all material

                                      -5-
<PAGE>

         respects as of such date); provided, that, notwithstanding any
         reference in Sections 5.4(c) and 5.4(d) of the Note Purchase
         Agreements to the Restricted Subsidiaries listed on Schedule 5.4
         to the Note Purchase Agreements, the representations and
         warranties hereby made by the Obligors with reference to Sections
         5.4(c) and 5.4(d) of the Note Purchase Agreements shall relate to
         the Restricted Subsidiaries existing on the date hereof;

                   (f) the statements and information furnished to the
         Noteholders in connection with the negotiation of this Amendment
         do not, taken as a whole, and other than financial projections or
         forecasts, contain any untrue statements of a material fact or
         omit a material fact necessary to make the material statements
         contained herein or therein not misleading, the Noteholders
         acknowledging that as to any projections furnished to the
         Noteholders, the Obligors and the Constituent Company Guarantors
         only represent that the same were prepared on the basis of
         information and estimates the Obligors believed to be reasonable;
         and

                   (g) all tax returns with respect to any income tax or
         other material tax required to be filed by the Obligors and the
         Restricted Subsidiaries in any jurisdiction have, in fact, been
         filed, and all taxes, assessments, fees and other governmental
         charges upon the Obligors or the Restricted Subsidiaries or upon
         any of their respective properties, income or franchises, which
         are shown to be due and payable in such returns, have been paid.
         The Obligors do not know of any proposed additional tax assessment
         against the Obligors or any Restricted Subsidiary for which
         adequate provision in accordance with GAAP has not been made.
         Adequate provisions in accordance with GAAP for taxes on the books
         of the Obligors and each Restricted Subsidiary have been made for
         all open years, and for its current fiscal period.

SECTION 3.  WAIVER; OBLIGOR AGREEMENTS.

         Section 3.1. Upon and by virtue of this Fifth Amendment becoming
effective as herein contemplated, the failure of the Public Hub Company and
its Restricted Subsidiaries to comply with the obligations under Section
10.2 (Fixed Charge Coverage Ratio) and Section 10.3 (Cash Flow Leverage
Ratio) of the Note Purchase Agreements, in each case for the fiscal quarter
ending June 30, 2002, which failures constitute Events of Default under the
Note Purchase Agreements, shall be deemed to have been waived by the
Noteholders for the period beginning on and including the date upon which
this Amendment becomes effective to but not including November 1, 2002. The
Obligors understand and agree that the waiver contained in this Section 3.1
pertains only to the matters and to the extent herein described and not to
any other actions of the Obligors under, or matters arising in connection
with, the Note Purchase Agreements or to any rights which the Noteholders
have arising by virtue of any such other actions or matters.

         Section 3.2. In consideration of the waiver set forth in Section
3.1 hereof, the Obligors hereby covenant and agree that any funds received
by or on behalf of the Obligors in connection with a refinancing of the
Bank Credit Agreement shall be applied on a pro-rata basis as between the
Banks and the Noteholders, and, with respect to the Noteholders, pursuant
to an offer to prepay pursuant to Section 8.2 of the Note Purchase
Agreements.

                                  -6-
<PAGE>

SECTION 4.  CONDITIONS TO EFFECTIVENESS OF THIS FIFTH AMENDMENT.

         Section 4.1. This Fifth Amendment shall not become effective
until, and shall become effective when, each and every one of the following
conditions shall have been satisfied:

                   (a) executed counterparts of this Fifth Amendment, duly
         executed by the Obligors and the holders of at least 51% of the
         outstanding principal of the Notes, shall have been delivered to
         the Noteholders;

                   (b) the Noteholders shall have received a copy of the
         resolutions of the Board of Directors of each Obligor authorizing
         the execution, delivery and performance by such Obligor of this
         Fifth Amendment, certified by such Obligor's Secretary or an
         Assistant Secretary;

                   (c) the representations and warranties of the Obligors set
         forth in Section 2 hereof are true and correct on and with respect
         to the date hereof;

                  (d). the Obligors shall have arranged to the satisfaction
         of the Required Holders for the payment to each Noteholder by no
         later than 5:00 p.m. (Chicago time) on August 15, 2002, an
         amendment fee in an amount equal to 0.10% times the outstanding
         principal amount of the Notes held by such Noteholder (the
         "Amendment Fee"), such Amendment Fee to be fully earned and due
         and payable to each Noteholder upon the effectiveness of this
         Amendment;

                   (e) the Bank Credit Agreement shall have been amended in
         form and substance satisfactory to the Required Holders to effect
         a waiver and modification of the terms and conditions thereof such
         that the same are no more burdensome on the Obligors than the
         corresponding provisions of the Note Purchase Agreements after
         giving effect to the modifications contemplated by this Amendment;
         and

                   (f) legal matters incident to the execution and delivery
         of this Amendment and the amendment to the Bank Credit Agreement
         shall be reasonably satisfactory to the Noteholders and their
         counsel.

Upon receipt of all of the foregoing, this Fifth Amendment shall become
effective as of August 14, 2002.

SECTION 5.           CONDITIONS SUBSEQUENT.

        Section 5.1. No later than October 15, 2002 (the "Collateral
Deadline") and subject to the other terms of this Section 5.1, the payment
by the Obligors of all amounts due in respect of the Notes and the
performance by the Obligors of their obligation under this Agreement and
the Other Agreements shall be secured by valid, perfected, and enforceable

                                     -7-
<PAGE>

Liens on all right, title, and interest of the Obligors and each
Constituent Company Guarantor in all personal property (including, without
limitation, accounts, instruments, documents, chattel paper, general
intangibles, patents, trademarks, tradenames, copyrights, investment
property, inventory, equipment, fixtures, deposit accounts, and commercial
tort claims), whether now owned or hereafter acquired or arising, and all
proceeds thereof. The Obligors and the Constituent Company Guarantors
acknowledge and agree that such Liens on the Collateral shall be valid and
perfected first priority Liens, subject only to the Liens permitted by
Section 10.5 of the Note Purchase Agreements, securing on an equal and
ratable basis (pursuant to the Amended and Restated Intercreditor
Agreement) the Notes and amounts owing to the Banks pursuant to the Bank
Credit Agreement, in each case pursuant to one or more Collateral Documents
in form and substance satisfactory to the Required Holders. Notwithstanding
anything in this Agreement to the contrary: (i) Liens shall not be granted
on property of any Subsidiary formed under the laws of any jurisdiction
other than the United States or any State thereof (a "Foreign Subsidiary")
(or on any equity interest in any Foreign Subsidiary in excess of 65% of
the equity thereof); (ii) Liens shall not be granted on real property;
(iii) Liens shall not be perfected on vehicles subject to certificate of
title laws; (iv) notwithstanding anything contained in the Note Purchase
Agreements or the Notes and except to the extent otherwise permitted by
Sections 9-406, 9-407 or 9-408 of the UCC, in no event shall the Collateral
include, and the Obligors and the Guarantors shall not be deemed to have
granted a security interest in, any asset to the extent that such grant
would, under the provisions of any existing 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 Obligors and
the Guarantors shall be deemed to have granted a security interest therein;
and (v) if, by no later than 5:00 p.m. on the Collateral Deadline, the
Obligors shall have provided to the Noteholders a signed commitment of a
lender to provide financing in an amount sufficient to enable the Obligors
to prepay the Notes in full, together with interest accrued thereon to the
date of prepayment and the Make-Whole Amount (and containing such other
terms and conditions as shall be reasonably acceptable to the Required
Holders) pursuant to Section 8.2 of the Note Purchase Agreements, and a
written offer to so prepay the Notes on or before October 31, 2002, then
and in such event the Liens of the Collateral Documents need not be
perfected until November 1, 2002.

         Section 5.2. The Obligors shall cooperate with the Noteholders to
the extent reasonably necessary to enable such parties to revise Sections
10.2 and 10.3 (the "Subject Financial Covenants") of the Note Purchase
Agreements with respect to the fiscal periods commencing after January 1,
2003, and shall deliver to the Noteholders, as soon as possible, but in any
event no later than the Collateral Deadline: (a) quarterly financial
projections for the Public Hub Company and its Restricted Subsidiaries'
2003 fiscal year, (b) details with respect to cost reduction initiatives
being undertaken by the Public Hub Company and its Restricted Subsidiaries
along with a timeline for the implementation of such initiatives, and (c)
details with respect to revenue generation initiatives which support the
Public Hub Company and its Restricted Subsidiaries 2003 financial

                                     -8-
<PAGE>

projections. No later than November 1, 2002, the Obligors and the
Noteholders shall have endeavored to execute and deliver an amendment to
the Note Purchase Agreements which (i) provides for such revisions to the
Subject Financial Covenants, and (ii) contains such other provisions as the
Required Holders may require, including, without limitation, changes to the
interest rate on the Notes and an amendment fee for each Noteholder equal
to 0.15% times the aggregate outstanding principal amount of the Notes held
by such Noteholder. It is expressly agreed and understood that nothing
contained in this Section 5.2 shall obligate any Noteholder or the Obligors
to conclude an agreement on the matters contained in this Section 5.2 and
it is further expressly understood that failure for any reason whatsoever
to execute and deliver such amendment to the Note Purchase Agreements by
November 1, 2002 shall constitute an Event of Default unless such deadline
is otherwise extended by the Required Holders.

SECTION 6.  PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

         Section 6.1. The Obligors agrees to pay upon demand, the
reasonable fees and expenses of Chapman and Cutler, counsel to the
Noteholders, in connection with the negotiation, preparation, approval,
execution and delivery of this Fifth Amendment.

SECTION 7.  MISCELLANEOUS.

         Section 7.1. This Fifth Amendment shall be construed in connection
with and as part of each of the Note Purchase Agreements, and except as
modified and expressly amended by this Fifth Amendment, all terms,
conditions and covenants contained in the Note Purchase Agreements and the
Notes are hereby ratified and shall be and remain in full force and effect.

        Section 7.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Fifth Amendment may refer to the Note Purchase Agreements without making
specific reference to this Fifth Amendment but nevertheless all such
references shall include this Fifth Amendment unless the context otherwise
requires.

         Section 7.3. The descriptive headings of the various Sections or
parts of this Fifth Amendment are for convenience only and shall not affect
the meaning or construction of any of the provisions hereof.

         SECTION 7.4. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH ILLINOIS LAW.

         Section 7.5. The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and
this Fifth Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one
agreement.

                    [Signature Pages Begin on Next Page]

                                    -9-
<PAGE>

         IN WITNESS WHEREOF, the Obligors and the Noteholders have caused
this instrument to be executed as of August 14, 2002.

                                       HUB GROUP, INC.
                                       HUB CITY TERMINALS, INC.


                                       By /s/ David P. Yeager
                                          David P. Yeager
                                          Chief Executive Officer for each of
                                          the above Companies

Consented, Accepted and Agreed
as of August 14, 2002
                                       HUB CHICAGO HOLDINGS, INC., a Constituent
                                       Company Guarantor


                                       By /s/ David P. Yeager
                                          David P. Yeager
                                          Chief Executive Officer for each of
                                          the above Companies



                                       HLX COMPANY, L.L.C., a Constituent
                                       Company Guarantor


                                       By /s/ David P. Yeager
                                          David P. Yeager
                                          Vice Chairman and Chief Executive
                                          Officer



                                        QSSC, INC.
                                        QUALITY SERVICES, L.L.C.
                                        QUALITY SERVICES OF KANSAS, L.L.C.
                                        QUALITY SERVICES OF NEW JERSEY, L.L.C.
                                        Q.S. OF ILLINOIS, L.L.C.
                                        Q.S. OF GEORGIA, L.L.C.


                                        By /s/ David P. Yeager
                                           David P. Yeager
                                           Chief Executive Officer for each of
                                           the  above Constituent Company
                                           Guarantors


<PAGE>


                                    HUB GROUP ALABAMA, LLC (formerly known
                                      as Hub City Alabama, L.P.)
                                    HUB GROUP ATLANTA, LLC (formerly known
                                      as Hub City Atlanta, L.P.)
                                    HUB GROUP BOSTON, LLC (formerly known
                                      as Hub City Boston, L.P.)
                                    HUB GROUP CANADA, L.P.
                                    HUB GROUP CLEVELAND, LLC (formerly known
                                      as Hub City Cleveland, L.P.)
                                    HUB GROUP DETROIT, LLC (formerly known
                                      as Hub City Detroit, L.P.)
                                    HUB GROUP FLORIDA, LLC (formerly known
                                      as Hub City Florida, L.P.)
                                    HUB GROUP GOLDEN GATE, LLC (formerly known
                                      as Hub City Golden Gate, L.P.)
                                    HUB GROUP INDIANAPOLIS, LLC (formerly known
                                      as Hub City Indianapolis, L.P.)
                                    HUB GROUP KANSAS CITY, LLC (formerly known
                                      as Hub City Kansas City, L.P.)
                                    HUB GROUP LOS ANGELES, LLC (formerly known
                                      as Hub City Los Angeles, L.P.)
                                    HUB GROUP MID ATLANTIC, LLC (formerly known
                                      as Hub City Mid Atlantic, L.P.)
                                    HUB GROUP NEW ORLEANS, LLC (formerly known
                                      as Hub City New Orleans, L.P.)
                                    HUB GROUP NEW YORK STATE, LLC (formerly
                                      known as Hub City New York State, L.P.)
                                    HUB GROUP NEW-YORK-NEW JERSEY, LLC
                                      (formerly known as Hub City New York-New
                                       Jersey, L.P.)
                                    HUB GROUP NORTH CENTRAL, LLC (formerly known
                                       as Hub City North Central, L.P.)
                                    HUB GROUP OHIO, LLC (formerly known as
                                       Hub City Ohio, L.P.)
                                    HUB GROUP PHILADELPHIA, LLC (formerly known
                                      as Hub City Philadelphia, L.P.)
                                    HUB GROUP PITTSBURGH, LLC (formerly known
                                      as Hub City Pittsburgh, L.P.)
                                    HUB GROUP PORTLAND, LLC (formerly known as
                                      Hub City Portland, L.P.)
                                    HUB GROUP ST. LOUIS, LLC (formerly known
                                      as Hub City St. Louis, L.P.)
                                    HUB GROUP TENNESSEE, LLC (formerly known
                                      as Hub City Tennessee, L.P.)
                                    HUB CITY TEXAS, L.P.
                                    HUB GROUP TRANSPORT, LLC


                                    By /s/ David P. Yeager
                                       David P. Yeager
                                       Chief Executive Officer for each of the
                                       above Constituent Company Guarantors



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:

                                      BAYSTATE HEALTH SYSTEM, INC.

                                      By:   David L. Babson & Company Inc.as
                                            Investment Adviser


                                            By /s/ Elisabeth A. Perenick
                                               Name:  Elisabeth A. Perenick
                                               Title:  Managing Director



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                     C.M. LIFE INSURANCE COMPANY

                                     By:   David L. Babson & Company Inc. as
                                           Investment Sub-Adviser


                                           By /s/ Elisabeth A. Perenick
                                             Name:  Elisabeth A. Perenick
                                             Title:  Managing Director



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                     MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                      By:   David L. Babson & Company Inc., as
                                            Investment Adviser


                                            By /s/ Elisabeth A. Perenick
                                               Name: Elisabeth A. Perenick
                                               Title:   Managing Director



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                      INVESTORS PARTNER LIFE INSURANCE COMPANY


                                         By /s/ Stacey Agretelis
                                            Name: Stacey Agretelis
                                            Title:  Authorized Signatory



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                      JOHN HANCOCK LIFE INSURANCE COMPANY


                                      By /s/ Stacey Agretelis
                                         Name:  Stacey Agretelis
                                         Title: Director



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                      JOHN HANCOCK VARIABLE LIFE INSURANCE
                                      COMPANY


                                      By /s/ Stacey Agretelis
                                         Name: Stacey Agretelis
                                         Title:  Authorized Signatory




<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                      MELLON BANK, N.A., solely in its capacity
                                        as Trustee for the Bell Atlantic
                                        Master Trust (as directed by John
                                        Hancock Life Insurance Company), and
                                        not in its individual capacity


                                      By /s/ Carole Bruno
                                         Name: Carole Bruno
                                         Title:  Authorized Signatory



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:

                                      RELIASTAR LIFE INSURANCE COMPANY

                                      By:   ING INVESTMENT MANAGEMENT LLC,
                                            as agent


                                      By____________________________________
                                         Name:
                                         Title:



<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:



                                      RELIASTAR LIFE INSURANCE COMPANY OF NEW
                                        YORK

                                      By:   ING INVESTMENT MANAGEMENT LLC,
                                            as agent


                                      By____________________________________
                                         Name:
                                         Title:




<PAGE>


Consented, Accepted and Agreed
as of August 14, 2002:


                                      UNITED OF OMAHA LIFE INSURANCE COMPANY


                                      By____________________________________
                                         Name:
                                         Title:



</TEXT>
</DOCUMENT>
</SUBMISSION>
