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Continuing Unconditional Guaranty

This is an actual contract by Aasche Transportation Services.
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This CONTINUING UNCONDITIONAL GUARANTY is executed as of June 23, 1998 (the "Guaranty"), by ASCHE TRANSFER, INC. (the "Guarantor"), whose address is c/o 10214 Mt. Vernon Road, Shannon, Illinois 61078, to and for the benefit of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 120 South LaSalle Street, Chicago, Illinois 60603.

WHEREAS, Dennis D. Wilson, James A. Jalovec and their successors in trust, not individually but solely, as trustees under that certain Aasche Transportation Services, Inc. Employees' Stock Ownership Trust, desires or may desire at some time and/or from time to time to obtain financial accommodations from the Bank; and

WHEREAS, the Guarantor desires the Bank to extend or continue the extension of credit to the Borrower and the Bank has required that Guarantor execute and deliver this Guaranty to the Bank as a condition to the extension and continuation of credit by the Bank; and

WHEREAS, the extension or continued extension of credit, as aforesaid, by the Bank is necessary and desirable to the conduct and operation of the business of the Borrower and will inure to the financial benefit of the Guarantor;

NOW, THEREFORE, FOR VALUE RECEIVED, it is agreed that the preceding provisions and preambles are an integral part hereof and that this Guaranty shall be construed in light thereof, and in consideration of advances, credit or other financial accommodation heretofore afforded, concurrently herewith being afforded or hereafter to be afforded to the Borrower by the Bank, the Guarantor hereby unconditionally and absolutely guarantees to the Bank, irrespective of the validity, regularity or enforceability of any instrument, writing, arrangement or credit agreement relating to or the subject of any such financial accommodation, the full and prompt payment in full to the Bank at maturity, whether by acceleration or otherwise, and at all times thereafter, up to the principal amount of One Hundred Ninety-One Thousand Six Hundred Ninety and 47/100 Dollars ($191,690.47) of the Guaranteed Debt as hereafter defined, plus all interest due and to become due thereon from the Borrower to the Bank and all expenses incurred by the Bank in connection with the collection of the Guaranteed Debt or the enforcement of this Guaranty. As used herein, "Guaranteed Debt" shall mean any and all indebtedness, obligations and liabilities of every kind and nature of the Borrower to the Bank (including all indebtedness, obligations and liabilities of partnerships created or arising while the Borrower may have been or may be a member thereof), howsoever evidenced, whether now existing or hereafter created or arising, direct or indirect, primary or secondary, absolute or contingent, due or to become due, or joint or several, and howsoever owned, held or acquired, whether through discount, overdraft, purchase, direct loan or as collateral, or otherwise, and the prompt, full and faithful performance and discharge by the Borrower of each of the terms, conditions, agreements, representations and warranties on the part of the Borrower contained in any


conditions, agreements, representations and warranties on the part of the Borrower contained in any agreement, or in any modification or addenda thereto or substitution thereof in connection with any of the Guaranteed Debt.

The Guarantor agrees to pay all reasonable costs, legal expenses and attorneys' and paralegals' fees of every kind (including those costs, expenses and fees of attorneys and paralegals who may be employees of the Bank or its indirect parent), paid or incurred by the Bank in endeavoring to collect the Guaranteed Debt (hereinafter defined) or any part thereof, or in enforcing its rights in connection with any collateral, or in enforcing this Guaranty, any collateral, or in connection with any Repayment Claim (as hereinafter defined) hereinbelow described, promptly on demand of the Bank or other person paying or incurring the same.

It is hereby agreed that while the liability of the Guarantor under this Guaranty is limited in amount as set forth above the Guaranteed Debt is no way limited as to dollar amount.

In the case of any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution, liquidation or receivership proceeding is instituted by or against either the Borrower or the Guarantor, all of the Guaranteed Debt then existing shall, without notice to anyone, immediately become due or accrued and all amounts due hereunder shall be payable, jointly and severally, from the Guarantor. The Guarantor hereby expressly and irrevocably: (a) waives, to the fullest extent possible, on behalf of itself and its successors and assigns (including any surety) and any other person, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or to any other rights that could accrue to a surety against a principal, a guarantor against a maker or obligor, an accommodation party against the party accommodated, a holder or transferee against a maker, or to the holder of a claim against any person, and which the Guarantor may have or hereafter acquire against any person in connection with or as a result of the Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which the Guarantor is a party or otherwise; (b) waives any "claim" (as such term is defined in the United States Bankruptcy Code) of any kind against the Borrower until indefeasible payable in full of the Guaranteed Debt, and further agrees that it shall not have or assert any such rights against any person (including any surety), either directly or as an attempted set off to any action commenced against the Guarantor by the Bank or any other person; and (c) acknowledges and agrees (i) that foregoing waivers are intended to benefit the Bank and shall not limit or otherwise affect the Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) the agreements set forth in this paragraph and the Bank's rights under this paragraph shall survive payment in full of the Guaranteed Debt.

All dividends or other payments received by the Bank on account of the Guaranteed Debt, from whatever source derived, shall be taken and applied by the Bank toward the payment of the Guaranteed Debt and in such order of application as the Bank may, in its sole discretion, from time to time elect, and this Guaranty shall apply to and secure any ultimate balance that shall remain owing to the Bank. The Bank shall have the exclusive right to determine how, when and what application of payments and credits, if any, whether derived from the Borrower or any other source, shall be made on the Guaranteed Debt and such determination shall be conclusive upon the Guarantor.



This Guaranty shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to the Guarantor until: (i) written notice from the Bank to the Guarantor by U
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