10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission File No. 0-18605

SWIFT TRANSPORTATION CO., INC.

(Exact name of registrant as specified in its charter)

Nevada	86-0666860
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2200 South 75th Avenue Phoenix, AZ 85043

(Address of principal executive offices) (Zip Code)

(602) 269-9700

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value NASDAQ National Market

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes þ          No o

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ

      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 þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ          Accelerated filer o          Non-accelerated filer o

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o          No þ

      At June 30, 2005, the aggregate market value of our common stock held by non-affiliates was $994,198,070, based on the closing price of our common stock as quoted on the Nasdaq National Market as of such date.

      The number of shares outstanding of our common stock on March 1, 2006 was 74,100,639.

DOCUMENTS INCORPORATED BY REFERENCE

      Materials from our Notice and Proxy Statement relating to the 2006 Annual Meeting of Stockholders have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		2
Item 1A.	Risk Factors		9
Item 1B.	Unresolved Staff Comments		12
Item 2.	Properties		12
Item 3.	Legal Proceedings		13
Item 4.	Submission of Matters to a Vote of Security Holders		14
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		14
Item 6.	Selected Financial and Operating Data		16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		32
Item 8.	Financial Statements and Supplementary Data		33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A.	Controls and Procedures		60
Item 9B.	Other Information		61
PART III
Item 10.	Directors and Executive Officers of the Registrant		62
Item 11.	Executive Compensation		62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		62
Item 13.	Certain Relationships and Related Transactions		62
Item 14.	Principal Accounting Fees and Services		62
PART IV
Item 15.	Exhibits and Financial Statement Schedules		63
Signatures			66
Exhibit 10.11.3
Exhibit 10.20
Exhibit 10.21
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32

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PART I

Item 1. Business

      Swift Transportation Co., Inc., a Nevada corporation headquartered in Phoenix, Arizona, is the holding company for several operating and other corporations. We are the largest publicly traded truckload carrier in the United States operating a fleet of 18,000 tractors and 52,000 trailers and traveling nearly 40 million miles every week. We operate out of 33 major terminals in 28 states and Mexico combining strong regional operations, an expanding intermodal operation and various specialty and dedicated services. The principal commodities that we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food products, beverages and beverage containers and building materials. We operate in predominantly one industry, road transportation, as a truckload motor carrier and thus have only one reportable segment.

BUSINESS STRATEGY

      Our operating and business strategy is focused on the following key initiatives:

•  Bottom Line Growth — improving profitability through our focus on increasing asset utilization, reducing deadhead, controlling costs, increasing fuel surcharge recovery and increasing our rate per loaded mile

•  Network Management — utilizing prioritization and optimization tools to balance freight flows, increase velocity and improve utilization

•  Active Fleet Management — managing fleet size through peaks and troughs in demand cycle, manage in-servicing of new units and out-servicing of old trucks for trade or sale and lowering overall fleet age

•  Grow Complementary Businesses — expanding intermodal, dedicated and operations in Mexico

OPERATIONS

      We provide transportation solutions for customers that are timely, efficient, safe and cost-effective. We create value for our customers by providing a variety of transportation services that help our customers better manage their transportation needs. Services offered include dry van, refrigerated van, flat-bed, container, and heavy hauling trailers and are offered on a for-hire basis or in a dedicated operation specific to a customer. We offer our services on a local, regional or North American basis. We have established a network of regional terminals and facilities strategically located in areas which have strong, diverse economies and provide access to key population centers. The terminals are often located in close proximity to major customers who provide us with significant traffic volume. Our terminal network establishes a local market presence and is designed to enable us to respond more rapidly to our customers’ and drivers’ changing requirements.

      The achievement of significant regular freight volumes on high-density routes and the maintenance of consistent shipment scheduling over these routes are key elements of our operations. We employ network management and optimization tools to manage the complexity inherent in operating in short-to-medium-haul traffic lanes. Network management tools focus on four key elements:

•  Velocity — how quickly freight moves through our network

•  Price — how the load is rated on a revenue per mile basis

•  Lane Flow — how the lane fits in our network with backhauls or continuous moves

•  Seasonality — how consistent the freight is throughout the year

      Our operating systems provide access to current information regarding driver and equipment status and location, special load and equipment instructions, routing and dispatching. These systems enable our

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operations personnel to match available equipment and drivers to available loads and plan future loads based on the intended destinations.

      Our regional terminal network and operating systems also enable us to enhance driver recruitment and retention by maintaining open communication lines with our drivers and by planning loads that will regularly return drivers to their homes. Our operating systems also facilitate scheduling regular equipment maintenance and fueling at our terminals or other locations, as appropriate, thereby enhancing productivity and asset utilization and minimizing empty miles and repair costs.

      In 2005, we expanded our intermodal capabilities to better serve our customers who utilize the rail network to transport freight. Intermodal service combines a linehaul move by rail for the underlying container with pick-up and delivery at origin and/or destination point. The pick-up and delivery associated with an intermodal move is known as drayage. In the third quarter of 2005, we announced our agreement to assume certain of the leases for up to 3,800 53 foot containers from the BNSF Railway. The transition of these leases is underway but has been somewhat slower than initially anticipated. As of December 31, 2005, we had received approximately 800 containers from the BNSF Railway. In addition, in the fourth quarter of 2005, we purchased an additional 1,500 containers. We expect, by the end of 2006, we will have a fleet of approximately 5,300 containers. We believe that controlling our own containers and utilizing our extensive terminal network to complete the dray portion of the shipment for many loads will enable us to offer complete door-to-door service for customers that transport shipments over the rails.

      Through our dedicated service offering, we provide more tailored solutions to meet specific customer needs. Our dedicated operations are focused on designing and engineering specific transportation solutions and are typically supported by longer term contracts. Services offered include hauling dry-van, flat-bed, and refrigerated trailers and other regular services. Our dedicated operations are operated as part of our terminal network and leverage our operating systems to source backhaul opportunities to optimize the effective positioning of assets. In our dedicated operations we typically provide transportation professionals on-site at the customer’s facilities and have a centralized team of transportation engineers to design and optimize transportation solutions to support private fleet conversions and/or augment the transportation requirements of our customers. We are also able to offer the capacity throughout our network to meet seasonal demands and surges.

      In addition to our domestic operations, we have a growing cross border operation into Mexico that primarily ships through commercial border crossings from Laredo, Texas westward to California. In January 2004, we completed the acquisition of Trans-Mex, a carrier that focuses on shipments to and from Mexico. Our revenue from Mexican operations was $48 and $43 million in 2005 and 2004, respectively, prior to intercompany eliminations. Total assets for Trans-Mex were $24 million as of December 31, 2005 and 2004.

MARKETING AND CUSTOMERS

      We concentrate our marketing efforts on expanding the amount of service we provide to existing customers as well as establishing new customers with shipment needs that complement our terminal network and existing routes. We have a sales staff of approximately 50 persons across the United States and Mexico that works closely with senior management to establish and expand accounts. A member of senior management is assigned to each of our largest customers to ensure a high level of customer support.

      When soliciting new customers, we concentrate on attracting non-cyclical, financially stable organizations that regularly ship multiple loads from locations that complement traffic flows of existing business. Customer shipping point locations are regularly monitored and, as shipping patterns of existing customers expand or change, we attempt to obtain additional customers that will complement the new traffic flow. Through this strategy we attempt to maximize equipment utilization.

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      Our strategy of growing business with existing customers provides us with a significant base of revenue. Although we do business with hundreds of customers, over 50% of our revenue is generated with our largest 25 customers. A summary of the revenue generated from our largest customers is as follows:

	% of Total Revenue
	Generated by Group of
	Customers
Customers	2005		2004		2003
Top 5		31%		32%		30%
Top 10		40%		42%		39%
Top 25		56%		58%		55%

      Wal-Mart, our largest customer, accounted for approximately 15%, 15% and 12% of our operating revenue during 2005, 2004 and 2003, respectively. No other customer accounted for more than 10% of operating revenue during each of the three years ended December 31, 2005. Our largest customers include retail and discount department store chains, manufacturers, non-perishable and perishable food companies, beverage and beverage container producers and building materials companies. See “Risk Factors” for further discussion of risks related to our customer base.

REVENUE EQUIPMENT

      We acquire premium tractors to help attract and retain drivers, promote safe operations and minimize maintenance and repair costs. We believe the higher initial investment is recovered through improved resale value, improved fuel economy and reduced maintenance costs.

      The following table shows the type and age of our owned and leased equipment at December 31, 2005:

Model Year		Tractors(1)		Trailers
2006			2,341		5,393
2005			3,694		1,598
2004			3,092		1,015
2003			2,534		3,163
2002			1,606		2,177
2001			465		5,094
2000			177		10,414
1999 and prior			556		23,143
	Total		14,465		51,997

(1)  Excludes 3,466 owner-operator tractors.

      Historically, we have purchased tractors and trailers manufactured to our specifications. From 1990 through 2003, we predominantly acquired tractors manufactured by Freightliner powered by Series 60 Detroit Diesel engines. Beginning in 2004, we began purchasing the majority of our tractors from Volvo. We adhere to a comprehensive maintenance program that minimizes downtime and enhances the resale value of our equipment. In addition to our maintenance facility in Phoenix, Arizona, we perform routine servicing and maintenance of our equipment at most of our regional terminal facilities, thus avoiding costly on-road repairs and out-of-route trips.

      In 2001, the EPA released new requirements for cleaner diesel engine emissions for model year 2007 tractors. At this time we do not anticipate accelerating our schedule of tractor purchases in advance of the time frame for 2007 EPA compliant engines.

      We have installed Qualcomm onboard, two-way vehicle satellite communication systems in virtually all of our tractors. This communication system links drivers to regional terminals and corporate headquarters,

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allowing us to rapidly alter routes in response to customer requirements and to eliminate the need for driver stops to report problems or delays. This system allows drivers to inform dispatchers and driver managers of the status of routing, loading and unloading or the need for emergency repairs. We believe this communications system improves fleet control, the quality of customer service and driver recruitment and retention. We intend to continue to install the communication system in substantially all tractors acquired in the future.

      In 2005, we began to implement trailer tracking technology to better manage our large fleet of vans. This technology assists us in locating trailers and confirming the empty or loaded status. We anticipate this technology will help with billing for detention charges and improve our trailer to tractor ratio. This information will enable our planners to manage our equipment more efficiently and should help to reduce the number of miles driven to locate available trailers. Through December 31, 2005 we had installed trailer tracking systems on approximately 27,000 trailers and expect to install these systems on the majority of our remaining trailer fleet in 2006.

TRANSPLACE

      In April 2000, together with five other publicly traded truckload carriers, we founded Transplace, LLC, an Internet-based transportation logistics company. We contributed our transportation logistics business and associated intangible assets to Transplace upon its formation. Our interest in Transplace is approximately 29%. We report our equity interest in Transplace and our share of the profits and losses of Transplace in our consolidated financial statements using the equity method of accounting. See the Notes to Consolidated Financial Statements.

      As a transportation logistics company, Transplace manages shippers’ transportation needs and receives a fee for this service. We may receive from Transplace the opportunity to provide transportation services to shippers. Through the second quarter of 2005, we were obligated to use Transplace to obtain any additional capacity we required from other trucking companies for our customers. In 2005, Transplace agreed that all shareholders could source their additional capacity needs and hence, we restarted our own brokerage operation. During the years ended December 31, 2005, 2004 and 2003, we received less than 3% of our operating revenue from Transplace and paid less than 4% of our purchased transportation to Transplace.

      In January 2005, we loaned $6.3 million to a subsidiary of Transplace. As of December 31, 2005, this note has been reduced by approximately $3.5 million as we have recorded our portion of the losses incurred by Transplace. At such time as the note is repaid in full, the amount of losses previously recorded as a reduction of the note receivable will be recognized as a gain.

EMPLOYEES

Terminal Staff

      Our larger terminals are staffed with terminal managers, fleet managers, driver managers and customer service representatives. Our terminal managers work with the driver managers and the customer service representatives, as well as other operations personnel, to coordinate the needs of both our customers and our drivers. Terminal managers also are responsible for soliciting new customers and serving existing customers in their areas. Each fleet manager supervises approximately five driver managers at our larger terminals. Each driver manager is responsible for the general operation of approximately 40 trucks and their drivers, including driver retention, productivity per truck, routing, fuel consumption, safety and scheduled maintenance. Customer service representatives are assigned specific customers to ensure specialized, high-quality service and frequent customer contact.

      In January 2005, we established a new incentive program for our driver managers and fleet managers. This incentive program is tied directly to each manager’s improvements in utilization of the tractors and safety. We have also initiated a new sales incentive program directly tied to improvements in revenue per mile. We will continue both of these programs in 2006. In 2006, we also implemented an incentive program for the

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terminal managers that is tied to improvements in safety, tractor utilization, driver retention and reductions in terminal expenses.

Company Drivers

      All our drivers must meet or exceed specific guidelines relating primarily to safety records, driving experience and personal evaluations, including a physical examination and mandatory drug testing. Upon being hired, a driver is trained in all phases of our policies and operations, safety techniques, and fuel-efficient operation of the equipment. All new drivers must pass a safety test and have a current Commercial Drivers License. In addition, we have ongoing driver efficiency and safety programs to ensure that our drivers comply with our safety procedures.

      Senior management is actively involved with the development and retention of drivers. Recognizing the continuing need for qualified drivers, we have developed seven driver training academies across the country. Our academies are strategically located in areas where external driver-training organizations are lacking. In other areas of the country, we have contracted with driver-training schools, which are managed by outside organizations including local community colleges. Candidates for the schools must be at least 21 years old with a high school education or equivalent, pass a basic skills test and pass the U.S. Department of Transportation (“US DOT”) physical examination, which includes drug and alcohol screening. Students are required to complete three weeks of classroom study and driving range time and a six to eight week, on-the-road training program. We have established a driver mentor program to match experienced drivers with newer drivers to assist them as they start out.

      In order to attract and retain qualified drivers and promote safe operations, we purchase premium quality tractors equipped with optional comfort and safety features, such as air ride suspension, air conditioning, high quality interiors, power steering, engine brakes and raised roof double sleeper cabs. We base our drivers at terminals and monitor each driver’s location on our computer system. We use this information to schedule the routing for our drivers so they can return home frequently. The majority of company drivers are compensated based on trip miles, loading/unloading and number of stops or deliveries, plus bonuses. The driver’s base pay per mile increases with the driver’s length of experience. Drivers employed by us participate in company-sponsored health, life and dental insurance plans and are eligible to participate in the 401(k) Plan and an Employee Stock Purchase Plan.

      We have adopted a speed limit of 65 miles per hour for our tractors and 68 miles per hour for owner-operator tractors, which are below the speed limits of many states. We believe our adopted speed limit reduces accidents, enhances fuel mileage and minimizes maintenance expense compared to operating without our imposed speed limits. Substantially all of our tractors are equipped with electronically controlled engines that are set to limit the speed of the vehicle.

Driver Retention

      We believe our innovative driver-training programs, driver compensation, regionalized operations, driver tracking and late-model equipment provide important incentives to attract and retain qualified drivers. We have made a concerted effort to reduce the level of driver turnover and increase our driver satisfaction. We monitor the effectiveness of our driver programs by measuring driver turnover and actively addressing issues that may cause driver turnover to increase. Although historically we have had no significant downtime due to inability to secure qualified drivers, no assurance can be given that a shortage of qualified drivers will not adversely affect us in the future.

Year-end Employment

      As of December 31, 2005, we employed approximately 21,900 full-time persons, of whom approximately 17,000 were drivers (including driver trainees), 1,700 were mechanics and other equipment maintenance personnel and the balance were support personnel, such as sales personnel, corporate managers and administrative personnel. No driver or other employee is represented by a collective bargaining unit. In the opinion of management, our relationship with our drivers and employees is good.

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OWNER-OPERATORS

      To enhance our business, we enter into contracts with owner-operators. These owner-operators are drivers or fleet operators who, unlike drivers we employ, own or lease their tractor and are responsible for their own operating costs (for example, fuel and maintenance). The owner-operators operate under our authority and are generally compensated based upon trip miles. We believe owner-operators provide us with a noticeably higher return on our invested assets because owner-operators incur the cost of acquiring the equipment. As of December 31, 2005, owner-operators comprised approximately 19% of our total fleet. If we are unable to continue to contract with a sufficient number of owner-operators or fleet operators, it could adversely affect our operations and profitability.

SAFETY AND INSURANCE

      Safety is and has always been the top priority for us. We have an active safety and loss prevention program at each of our terminals. We have adopted maximum speed limits which are below the statutory speed limits in many states. Supervisors engage in ongoing training of drivers regarding safe vehicle operations. Over the past two years we have established and filled three regional safety manager positions and an additional 16 safety managers dedicated to the larger terminals. The purpose of these new positions is loss prevention. As a result of this focus on safety we have seen our total accidents per million miles decline steadily over the past few years.

      In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005 and 2006. The new policy increased the self-insured portion to $10 million per occurrence and was extended through 2006. After reviewing actuarial studies of our loss history, frequency and severity, we determined this to be the optimal insurance solution for us at this time.

      Our owner-operators are covered by our liability policy but are responsible for their own physical damage and workers compensation plans. For information on our workers compensation plan, see the Salaries, Wages and Employee Benefits section in the Results of Operations discussion in Management’s Discussion and Analysis below.

FUEL

      In order to reduce fuel costs, we purchase approximately 56% of our fuel in bulk at 31 terminals in the United States. We store fuel in underground storage tanks at four of our bulk fueling terminals and in above ground storage tanks at our other bulk fueling terminals. We believe that we are in substantial compliance with applicable environmental laws and regulations. Shortages of fuel, increases in fuel prices or rationing of petroleum products could have a material adverse effect on our operations and profitability. In response to increases in fuel costs, we have implemented fuel surcharges to pass on to our customers the majority of the increases in fuel costs. However, there can be no assurance that such fuel surcharges will adequately cover future increases in fuel prices. We believe that our most effective protection against fuel cost increases is to maintain a fuel efficient fleet and to implement fuel surcharges when such option is necessary and available. We generally have not used derivative-type products as a hedge against higher fuel costs in the past but continue to evaluate this possibility.

COMPETITION

      The trucking industry is extremely competitive and fragmented. We compete primarily with regional, medium-haul truckload carriers. We believe, because of our cost efficiencies, productive equipment utilization and financial resources, that we have a competitive advantage over most regional truckload carriers. We believe that competition for the freight transported by us is based, in the long term, as much upon service and efficiency as on freight rates. Major shippers continue to reduce the number of carriers they use for their regular freight needs. This has resulted in a relatively small number of financially stable “core carriers” and

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has contributed to consolidation in the truckload industry. Nevertheless, the truckload industry remains highly fragmented, and we believe that overall growth in the truckload industry and continued industry consolidation will present opportunities for well-managed, financially stable carriers like us to expand. Some trucking companies with which we compete have greater financial resources. Long-haul truckload carriers and railroads also provide competition, but to a lesser degree. We also compete with other motor carriers for the services of drivers.

REGULATION

      We are regulated by the US DOT. This regulatory authority has broad powers, generally governing matters such as authority to engage in motor carrier operations, safety, hazardous materials transportation, certain mergers, consolidations and acquisitions and periodic financial reporting. The trucking industry is subject to regulatory and legislative changes, which can affect the economics of the industry. We are also regulated by various state agencies and, in Mexico, by other regulatory authorities.

      Our safety rating is satisfactory, the highest rating given by the Federal Motor Carrier Safety Administration (FMCSA), a department within the US DOT. There are three safety ratings assigned to motor carriers: “satisfactory”, “conditional”, which means that there are deficiencies requiring correction, but not so significant to warrant loss of carrier authority and “unsatisfactory”, which is the result of acute deficiencies and would lead to revocation of carrier authority. In October 2005, the FMCSA completed a review of our operations and safety management controls. Upon completion of the review process, the FMCSA assigned to us a safety fitness rating of “satisfactory.” The “satisfactory” safety fitness rating resolved our litigation with the FMCSA over the agency’s proposed “conditional” rating in 2003. Our current litigation with the FMCSA over civil penalties assessed in connection with audits in 2001 and 2003, in an aggregate amount of approximately $87,000, is not affected by the FMCSA’s recent “satisfactory” determination. We are also in litigation with the FMCSA over civil penalties assessed in connection with the audit in 2005 in an amount less than $20,000. See our “Risk Factors” for further discussion related to regulations that may affect our business.

      Our operations are also subject to various federal, state and local environmental laws and regulations dealing with transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of stormwater and underground fuel storage tanks. The Code of Federal Regulations regarding the transportation of hazardous materials, group hazardous materials into different classes according to risk. We transport only low to medium risk hazardous material, and less than 3% of our total shipments contain any hazardous materials. These regulations require us to maintain minimum levels of insurance. In addition, we would be responsible for the cleanup of any releases caused by our operations or business. We believe that our operations are in substantial compliance with current laws and regulations and do not know of any existing environmental condition that would cause a material adverse effect on our business or operating results.

SEASONALITY

      In the transportation industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been our strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter. Our operating expenses also tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time.

INTERNET WEB SITE

      Additional information about us is available on our Internet web site, www.swifttrans.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports filed pursuant to Section 13 or 15(d) of the Exchange Act are available, free of charge, on our website as soon as practical after they are filed. In addition, our press releases are posted to our web site as soon as practical after they are issued publicly. The information on our web site is not considered part of this report.

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Item 1A.      Risk Factors

      Our future operating results and financial condition are dependent on our ability to successfully provide truckload carrier services to meet dynamic customer demand patterns. Inherent in this process are a number of factors that we must successfully manage in order to achieve favorable future operating results and financial condition. Potential risks and uncertainties that could affect future operating results and financial condition include, without limitation, the factors discussed below.

Our operating results fluctuate and may be materially adversely affected by economic conditions and business factors unique to the trucking industry.

      Our business is dependent upon a number of factors, many of which are beyond our control. These factors include excess capacity in the trucking industry, difficulty in attracting and retaining qualified drivers, interest rates, significant increases or fluctuations in fuel prices, fuel taxes, tolls, license and registration fees and insurance and claims costs, to the extent not offset by increases in freight rates. Our results of operations also are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries (such as retail, manufacturing and paper products) in which there is a concentration of customers. Economic and other conditions may adversely affect our customers and their ability to pay for our services. Any customers so affected represent a potential for loss. We also could be affected by terrorist activities, natural disasters, or enhanced security measures, which could impact the economy or otherwise increase operating expenses and reduce productivity. In addition, our results of operations are affected by seasonal factors. Customers tend to reduce shipments after the winter holiday season and operating expenses tend to be higher in the winter months primarily due to colder weather that causes higher fuel consumption from increased idle time.

We may experience substantial difficulty in attracting and retaining qualified drivers, including independent contractors.

      In the past, there have been shortages of drivers in the trucking industry and such shortages may occur in the future. Periodically, the trucking industry experiences substantial difficulty in attracting and retaining qualified drivers, including independent contractors. If we are unable to continue to retain and attract drivers or contract with independent contractors and fleets, we could be required to adjust our driver compensation package, let trucks sit idle or otherwise operate at a reduced level, which could adversely affect our operations and profitability.

Our operations are particularly sensitive to volatility in fuel prices.

      Significant increases or rapid fluctuations in fuel prices are major issues for the transportation industry. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. We believe that the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to implement fuel surcharges when such an option is necessary and available. We have fuel surcharge revenue programs in place with a majority of our customers which has helped to offset the majority of the negative impact of rising fuel prices associated with loaded or billed miles. However, we also incur fuel costs that cannot be recovered associated with empty miles, out of route miles or the time when our engines are idling. In addition, there can be timing differences between a change in our fuel costs and the timing of recovery of fuel surcharge billed to customers. There can be no assurance that such fuel surcharges can be maintained indefinitely or will be sufficiently effective. As of December 31, 2005, we have not used derivative-type hedging instruments, but periodically evaluate their possible use.

The trucking industry is extremely competitive and fragmented.

      The trucking industry is extremely competitive and fragmented. No single truckload carrier has a significant market share. We compete with many other truckload carriers of varying sizes, customers’ private fleets, and, to a lesser extent, with railroads which may limit our growth opportunities and reduce profitability.

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Historically, competition has created downward pressure on the truckload industry’s pricing structure. Some trucking companies with which we compete have greater financial resources.

The trucking industry is very capital intensive.

      The trucking industry is very capital intensive. We depend on cash from operations, operating leases and debt financing for funds to expand the size of our fleet and maintain modern revenue equipment. If we were unable in the future to enter into acceptable financing arrangements, it would limit our operations and profitability.

We are dependent on certain personnel that are key to the management of our business and operations.

      Many of our executive officers are key to the management of our business and operations. Our future success depends on our ability to retain our executive officers and other capable managers. Although we believe we could replace key personnel given adequate prior notice, the unexpected departure of key executive officers could cause substantial disruption to our business and operations. In addition, even if we are able to continue to retain and recruit talented personnel we may not be able to do so without incurring substantial costs.

We operate in a highly regulated industry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

      We are regulated by the US DOT and the FMCSA. We may also become subject to new or more comprehensive or restrictive regulations relating to fuel emissions, ergonomics or other issues regulated by the United States Environmental Protection Agency (“EPA”) or other state or federal agencies. In addition, our operations are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks. If we should be involved in a spill or other accident involving hazardous substances or if we were found to be in violation of applicable laws or regulations, we could be subject to fines and penalties that could have a material adverse effect on our business and operating results. EPA regulations continue to require significantly reduced engine emissions. A new set of standards is expected to become effective in 2007, which may increase the cost and reduce the fuel efficiency of new engines. The increased cost of complying with such regulations could have a material adverse effect on our business and operating results.

      In October 2005, the FMCSA, a department within the US DOT, completed a review of our operations and safety management controls. Upon completion of the review process, the FMCSA assigned to us a safety fitness rating of “satisfactory,” the highest rating given by the FMCSA. The “satisfactory” safety fitness rating resolves our litigation with the FMCSA over the agency’s proposed “conditional” rating in 2003. There are three possible ratings assigned by FMSCA: satisfactory, conditional and unsatisfactory. If FMSCA determines our safety rating to be “conditional” in a future review, it could result in certain material adverse consequences to our business and operations.

      Although a conditional rating will not result in the loss of our authority to transport materials, certain industry standard provisions in our contracts with our customers could allow the customer to reduce or terminate its relationship with us. If a significant customer or large number of smaller customers, or combination thereof, reduce or terminate their relationship with us, it would have a material adverse affect on our business. In addition, there is a possibility that a drop to conditional status could affect our ability to self-insure for personal injury and property damage relating to the transportation of freight, which could cause our insurance costs to increase.

      The FMCSA revised their Hours-of-Service (“HOS”) regulations effective January 2004 to increase the maximum daily drive time from 10 to 11 hours, but no longer allowed for breaks in the on-duty period. We believe that these changes may have caused productivity losses as there is wait time while the tractors are loaded, unloaded or otherwise detained which cannot be recovered with additional drive time. This also has an impact on our driver wages since they are paid primarily on the number of trip miles. In such situations, we have worked with our shippers to try to minimize the loss of productivity. When necessary, we have billed our

10

shippers for accessorial charges and in turn compensated our drivers and owner-operators accordingly so as to maintain our existing pay structure. Throughout 2004 and 2005, we have been generally successful in recovering these additional amounts from our customers through accessorial charges and have not experienced a negative financial impact from these changes to date.

      The FMCSA then issued new HOS regulations effective October 2005. In general, the regulations did not reduce the amount of available driving hours, but restricted the sleeper berth provision. The new sleeper berth provision allows the drivers’ required rest period of 10 hours to be split into two parts, but requires one period to be at least 8 consecutive hours. These changes could impact the flexibility of solo and team drivers to effectively manage their available work hours. If we are unsuccessful in working with customers on the timing of pick-ups and deliveries or in working with drivers to optimize their available driving hours, the changes could result in a loss of productivity.

Volatility in the used equipment sales market could adversely affect our operations.

      We rely on the sale of used equipment to offset the cost of purchasing new equipment. From 1999 to 2003, used tractor values deteriorated significantly. In 2004, used tractor prices began rising and remained stable in 2005. Should this trend reverse and prices deteriorate, it could have a material adverse effect on our business and operating results.

We currently self-insure for certain liabilities which subjects us to various risks, some of which are beyond our control.

      At the present time, we self-insure for liability resulting from cargo loss, personal injury, workers’ compensation, and property damage, and maintain insurance with licensed insurance companies above our limits on self-insurance. (See “Safety and Insurance” in the Business section above.) To the extent we were to experience an increase in the number of claims for which we are self-insured, our operating results would be materially adversely affected. In addition, significant increases in insurance costs, to the extent not offset by freight rate increases, or difficulties in obtaining insurance would reduce our profitability. Although we endeavor to limit this, we may also have some exposure to the extent any of our shipping subcontractors are inadequately insured for any accident.

We depend on key customers, the loss of which may have a material adverse effect on our operations and profitability.

      A significant portion of our revenue is generated from several key customers. During 2005, our top 25, 10 and 5 customers accounted for 56%, 40% and 31% of revenues, respectively. Our largest customer, Wal-Mart accounted for 15% of our revenues in 2005. We do not have long-term contractual relationships with many of our key customers, and there can be no assurance that our relationships with our key customers will continue as presently in effect. A reduction in or termination of our services by a key customer could have a material adverse effect on our business and operating results.

We depend on third parties, particularly in our expanding intermodal business.

      Our intermodal business utilizes railroads and some third-party dray carriers to transport freight for our customers. Changes in the service level, availability or cost of such services could have material adverse effect on our operations and profitability. In addition, we are significantly expanding our intermodal business and, as a result, may experience slower initial demand and operational difficulties as we develop that business.

      Also see the discussion in Item 5 under the heading “Factors That May Affect Future Stock Performance” below.

11

Item 1B. Unresolved Staff Comments

      None.

Item 2. Properties

      Our headquarters is situated on approximately 300 acres in the southwestern part of Phoenix, Arizona. The headquarters consists of a three story administration building with 126,000 square feet of office space; repair and maintenance buildings with 106,000 square feet; a 20,000 square foot drivers’ center and restaurant; an 8,000 square foot recruiting and training center; a 6,000 square foot warehouse; a 140,000 square foot parking facility; a two bay truck wash; and an eight lane fueling facility. In addition, we lease office space and land to operate a driver training school at another location in Phoenix.

      We have terminals throughout the continental United States and Mexico. A terminal may include customer service, marketing, fuel and repair facilities. We also operate driver training schools in several cities. The following table provides information regarding our significant facilities or terminals:

Location	Owned or Leased	Description
Western Region
Arizona — Phoenix	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
Arizona — Nogales	Owned/Leased	Customer Service
California — Fontana	Owned/Leased	Customer Service, Marketing, Fuel, Repair
California — Lathrop	Owned	Customer Service, Marketing, Fuel, Repair
California — Mira Loma	Owned	Fuel, Repair
California — Wilmington	Owned	Customer Service, Fuel, Repair
Colorado — Denver	Owned	Customer Service, Marketing, Fuel, Repair
Idaho — Lewiston	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
Nevada — Sparks	Owned	Customer Service, Fuel, Repair
New Mexico — Albuquerque	Owned	Customer Service, Fuel, Repair
Oregon — Troutdale	Owned	Customer Service, Marketing, Fuel, Repair, Driver Training School
Texas — El Paso	Owned	Customer Service, Marketing, Fuel, Repair
Utah — Salt Lake City	Owned	Customer Service, Marketing, Fuel, Repair
Washington — Sumner	Owned	Customer Service, Marketing, Fuel, Repair
Central Region
Illinois — Manteno	Owned	Customer Service, Fuel, Repair
Indiana — Gary	Owned	Customer Service, Fuel, Repair
Kansas — Edwardsville	Owned	Customer Service, Marketing, Fuel, Repair
Michigan- New Boston	Owned	Customer Service, Marketing, Fuel, Repair
Minnesota — Inver Grove Heights	Leased	Customer Service, Marketing, Repair
Missouri — Kansas City	Leased	Driver Training School
Ohio — Columbus	Owned	Customer Service, Marketing, Fuel, Repair
Oklahoma — Oklahoma City	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Memphis	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Millington	Leased	Driver Training School
Texas — Houston	Owned/Leased	Customer Service, Repair
Texas — Lancaster	Owned	Customer Service, Marketing, Fuel, Repair
Texas — Laredo	Owned	Customer Service, Marketing, Fuel, Repair

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Location	Owned or Leased	Description
Texas — San Antonio	Leased	Driver Training School
Wisconsin — Town of Menasha	Owned	Customer Service, Marketing, Fuel, Repair
Eastern Region
Florida — Ocala	Owned	Customer Service, Marketing, Fuel, Repair
Georgia — Decatur	Owned	Customer Service, Marketing, Fuel, Repair
New Jersey — Avenel	Owned	Customer Service
New York — Syracuse	Owned	Customer Service, Marketing, Fuel, Repair
North Carolina — Eden	Owned	Customer Service, Fuel, Repair
Pennsylvania- Jonestown	Owned	Customer Service, Fuel, Repair
South Carolina — Greer	Owned	Customer Service, Marketing, Fuel, Repair
Virginia — Richmond	Owned	Customer Service, Marketing, Fuel, Repair, Driver Training School
Mexico
Tamaulipas — Nuevo Laredo	Owned	Customer Service, Marketing, Fuel, Repair

      In addition to the facilities listed above, we maintain various drop yards throughout the United States and Mexico. As of December 31, 2005, our aggregate monthly rent for all leased properties was $279,000.

Item 3. Legal Proceedings

      We are a party to routine litigation incidental to our business, primarily involving claims for personal injury or property damage incurred in the transportation of freight. Our insurance program for liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers to be adequate.

      Beginning in November 2004, three putative shareholder class action lawsuits (Davidco Investors LLC v. Swift Transportation Co., Inc., et al., Case No. 2:04cv02435; Greene v. Swift Transportation Co., Inc., et al., Case No. 2:04cv02492; and Tuttle v. Swift Transportation Co., Inc., et al., Case No. 2:04cv02874) were filed in the United States District Court for the District of Arizona against us and certain of our directors and officers, alleging violations of federal securities laws related to disclosures made by us regarding driver pay, depreciation, fuel costs and fuel surcharges; the effects of the FMCSA revised hours-of-service regulations; the effects of a purported change in our FMCSA safety rating; Swift’s stock repurchase program; and certain stock transactions by two of the individual defendants. The complaints sought unquantified damages on behalf of the putative class of persons who purchased our common stock between October 16, 2003 and October 1, 2004. On April 29, 2005, the Court issued an order consolidating the cases as In re Swift Transportation Co., Inc. Securities Litigation, Master File No., CV-04-2435-PHX-NVW. On June 8, 2005, the Court appointed United Food and Commercial Workers Local 1262 and Employers Pension Plan as the lead plaintiff. Thereafter, lead plaintiff filed a consolidated amended complaint on August 19, 2005. The consolidated amended complaint seeks unquantified damages on behalf of a putative class of persons who purchased Swift’s common stock between October 16, 2003 and September 15, 2004. The allegations in the consolidated amended complaint are substantially similar to those in the previously filed complaints. Defendants filed a motion to dismiss the consolidated amended complaint on October 21, 2005. Both lead plaintiffs’ opposition to that motion and defendants’ reply brief have been filed. Oral arguments were heard on February 17, 2006 on defendants’ motion to dismiss the complaint. We believe that we have meritorious defenses to the claims asserted, and we intend to vigorously defend against the consolidated amended complaint.

      On February 28, 2005, a shareholder derivative action was filed in the U.S. District Court for Clark County, Nevada, entitled Rivera v. Eller, et al., Case No. A500269, against certain of our directors and officers, alleging breaches of fiduciary duty and unjust enrichment. The complaint named the Company solely as a nominal defendant against which no recovery was sought. The complaint alleged that the individual defendants breached their fiduciary duties, that one of the defendants violated state laws relating to insider

13

trading, and that certain individual defendants engaged in improper related party transactions with the Company. The action sought damages in an unspecified amount against the individual defendants, disgorgement of improper profits, and attorneys’ fees, among other forms of relief. On May 24, 2005, the nominal plaintiff in the shareholder derivative action voluntarily dismissed the case without prejudice.

      The impact of the final disposition of these lawsuits cannot be assessed at this time.

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

      No matters were submitted to a vote of our security holders during the fourth quarter of 2005.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      Our common stock is publicly traded on the NASDAQ National Market (“NASDAQ”) under the symbol “SWFT”. The following table sets forth the high and low sales prices of the common stock reported by NASDAQ for the periods shown.

	Common Stock
	High		Low
2005
First Quarter	$	26.19	$	18.88
Second Quarter		25.95		20.36
Third Quarter		24.64		16.25
Fourth Quarter		21.24		16.55
2004
First Quarter	$	22.20	$	14.68
Second Quarter		18.91		14.75
Third Quarter		20.85		15.49
Fourth Quarter		22.75		16.50

      On March 1, 2006, the last reported sales price of our common stock was $24.14 per share. At that date, the number of stockholder accounts of record of our common stock was approximately 3,800. We estimate there are approximately 8,000 beneficial holders of our common stock.

      We have not paid cash dividends on our common stock in the current year or either of the two preceding fiscal years. Our revolving credit facility includes limitations on the payment of cash dividends. It is the current intention of management to retain earnings to finance the growth of our business. Future payment of cash dividends will depend upon our financial condition, results of operations, and capital requirements, as well as other factors deemed relevant by the Board of Directors.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

							Maximum Number
					Total Number of		(or Approximate
					Shares Purchased as		Dollar Value) of
					Part of Publicly		Shares that May Yet
	Total Number of		Average Price		Announced Plans		Be Purchased Under
Period	Shares Purchased		Paid per Share		or Programs		the Plans or Programs
October 1, 2005 to October 31, 2005		0				0	$	—
November 1, 2005 to November 30, 2005		1,385,192	$	19.91		1,385,192		—
December 1, 2005 to December 31, 2005		602,989	$	19.93		602,989		—
Total		1,988,181	$	19.92		1,988,181	$	—

      Our Board of Directors authorized and on September 19, 2005, we adopted and implemented a new share repurchase program under which we may acquire our common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. The purchases will be made in accordance with SEC rules 10b5-1 and 10b-18, which limit the amount and timing of repurchases and removes any discretion with respect to purchases on our part.

Factors That May Affect Future Stock Performance

      The performance of our common stock is dependent upon several factors, including those set forth below and in “Risk Factors”

      Influence by Principal Stockholder. Jerry C. Moyes and trusts established for the benefit of Jerry C. Moyes and his family beneficially own approximately 28% of our common stock. In addition, Mr. Moyes’ brother, Ronald is the beneficial owner of approximately 12% of our common stock. Accordingly, Mr. Moyes and his family could have a significant influence upon our activities, as well as on all matters requiring approval of the stockholders, including electing members of our Board of Directors and causing or restricting our sale or merger. This concentration of ownership, as well as the ability of the Board to establish the terms of and issue preferred stock without stockholder approval, may have the effect of delaying or preventing changes in control or management, including transactions in which stockholders might otherwise receive a premium for their shares over their current market prices.

      Possible Volatility of Stock Price. The market price of our common stock could be subject to significant fluctuations in response to certain factors, including, among others, variations in our anticipated or actual results of operations or other companies in the transportation industry, changes in conditions affecting the economy generally, fluctuations in interest rates and fuel prices, increases in insurance premiums affecting the trucking industry generally, the depressed market for used tractors affecting the trucking industry generally, analysts’ reports or general trends in the industry, as well as other factors unrelated to our operating results.

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Item 6. Selected Financial and Operating Data

      The selected consolidated financial data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2005 is derived from our Consolidated Financial Statements. The Consolidated Financial Statements as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005 and the independent registered public accountants’ reports thereon, are included in Item 8 of this Form 10-K. This data should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Form 10-K.

		Years Ended December 31,
		2005			2004			2003			2002			2001
		(Dollar Amounts in Thousands, Except per Share and per Mile Amounts)
Consolidated Statements of Earnings Data:
Operating revenue		$	3,197,455		$	2,826,201		$	2,397,655		$	2,101,472		$	2,112,221
Earnings before income taxes		$	164,350		$	159,949		$	127,982		$	96,108		$	45,369
Net earnings		$	101,127		$	103,482		$	79,371		$	59,588		$	27,221
Diluted earnings per share		$	1.37		$	1.29		$	.94		$	.69		$	.32
Consolidated Balance Sheet Data:
Working capital (deficit)		$	(93,602	)	$	(70,905	)	$	(24,289	)	$	(69,599	)	$	(24,299	)
Total assets		$	2,218,530		$	2,030,158		$	1,820,943		$	1,654,482		$	1,556,096
Long-term obligations, less current portion		$	364,000		$	366,787		$	257,894		$	183,470		$	223,486
Stockholders’ equity		$	870,044		$	738,269		$	844,615		$	765,778		$	735,203
Operating Statistics (at end of year):
Operating ratio			94.1	%		93.6	%		94.1	%		94.4	%		95.9	%
Pre-tax margin(1)			5.2	%		5.7	%		5.3	%		4.6	%		2.1	%
Average line haul revenue per loaded mile(2)		$	1.58		$	1.52		$	1.45		$	1.41		$	1.41
Deadhead percentage			12.1	%		12.8	%		13.8	%		14.1	%		15.1	%
Average length of haul (in miles)			534			520			529			552			571
Total tractors at end of period:
	Company-operated		14,465			14,898			14,344			12,939			12,748
	Owner-operator		3,466			3,647			3,692			3,152			3,048
Trailers at end of period			51,997			51,773			50,489			48,233			45,729

(1)

Pre-tax margin represents earnings before income taxes as a percentage of operating revenue. Because of the impact that equipment financing methods can have on the operating ratio (operating expenses as a percentage of operating revenue), we believe that the most meaningful comparative measure of our operating efficiency is our pre-tax margin, which takes into consideration both our total operating expenses and net interest expense as a percentage of operating revenue.

(2)

Excludes fuel surcharge revenue.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in “Risk Factors” and other factors.

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OVERVIEW

      We are the largest publicly traded truckload carrier in the United States operating a fleet of 18,000 tractors and 52,000 trailers and traveling nearly 40 million miles every week. We operate predominantly in one industry, road transportation, as a truckload motor carrier and thus have only one reportable segment. We earn revenue by hauling freight for retailers, manufacturers and other companies. We manage our business through a network of 33 major terminals located strategically across the United States and Mexico. We believe our terminal network provides us with efficiencies such as enabling in-house maintenance and utilizing company purchased fuel, as well as providing superior customer service by being located closer to our customers. Our services include dry van, refrigerated van, flat-bed, heavy-haul, dedicated and intermodal offerings. The principal types of freight we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food, beverages and beverage containers and building materials. Principally, we operate within short-to-medium-haul traffic lanes with an average length of haul of less than 550 miles.

      In 2005, we restructured our US operations and created three regions (East, West and Central) each with an operational executive vice president responsible for all aspects of sales, planning and network management, and operations within a region. We believe this operational realignment helped drive improvements in our operational metrics in 2005. Also in 2005, we began the expansion of our intermodal service offering. We expect to continue this expansion in 2006. Our intermodal operation utilizes railroads to perform transportation services.

      In the past few years, the truckload industry has generally experienced increases in driver wages due to competition among carriers for qualified drivers, increases in fuel costs due to less efficient EPA approved engines in the tractors and higher crude oil prices, and increases in insurance costs. The availability of drivers and the cost increases have tightened the capacity growth in the industry while demand from shippers has increased. This has enabled us and other carriers to pass through many of our cost increases to the customers through higher rates. Our ability to continue to pass through these cost increases and retain qualified drivers could have a major impact on the results of our operations and financial condition in the future. Given the current market environment, we will continue to focus on driver retention, safety, rate negotiations with our customers, freight selection and other activities that we expect will enable us to continue our profitable growth.

Sale of Autohaul Business and Assets

      In April 2005, we completed the sale of our autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million of which was paid on July 15, 2005, $0.6 million of which was paid on January 15, 2006 and $17 million of which is payable to us in the form of a note due over a six year period ending in April 2011. As part of this transaction, we provided certain bookkeeping and other related services to the buyer on a transitional basis through December 2005. We will continue to provide certain information technology support through April 2006. We believe this sale will allow us to focus more on our core business.

FMCSA Hours of Service Regulations

      The FMCSA revised their HOS regulations effective January 2004 to increase the maximum daily drive time from 10 to 11 hours, but no longer allowed for breaks in the on-duty period. We believe that these changes may have caused productivity losses as there is wait time while the tractors are loaded, unloaded or otherwise detained which cannot be recovered with additional drive time. This also has an impact on our driver wages since they are paid primarily on the number of trip miles. In such situations, we have worked with our shippers to try to minimize the loss of productivity. When necessary, we have billed our shippers for accessorial charges and in turn compensated our drivers and owner-operators accordingly so as to maintain our existing pay structure.

      The FMCSA then issued new HOS regulations effective October 2005. In general, the regulations did not reduce the amount of available driving hours, but restricted the sleeper berth provision. The new sleeper berth provision allows the drivers’ required rest period of 10 hours to be split into two parts, but requires one

17

period to be at least 8 consecutive hours. These changes could impact the flexibility of solo and team drivers to effectively manage their available work hours. If we are unsuccessful in working with customers on the timing of pickups and deliveries or in working with drivers to optimize their available driving hours, the changes could result in a loss of productivity.

Safety Rating Update

      Our safety rating is satisfactory, the highest rating given by the FMCSA. There are three safety ratings assigned to motor carriers: “satisfactory”, “conditional”, which means that there are deficiencies requiring correction, but not so significant to warrant loss of carrier authority and “unsatisfactory”, which is the result of acute deficiencies and would lead to revocation of carrier authority. In October 2005, the FMCSA completed a review of our operations and safety management controls. Upon completion of the review process, the FMCSA assigned to us a safety fitness rating of “satisfactory.” The “satisfactory” safety fitness rating resolved our litigation with the FMCSA over the agency’s proposed “conditional” rating in 2003. Our current litigation with the FMCSA over civil penalties assessed in connection with audits in 2001 and 2003, in an aggregate amount of approximately $87,000, is not affected by the FMCSA’s recent “satisfactory” determination. We are also in litigation with the FMCSA over civil penalties assessed in connection with the audit in 2005 in an amount less than $20,000.

Accounting Standards Not Yet Adopted

      The Financial Accounting Standards Board has issued Statements of Financial Accounting Standard (“SFAS”) and Interpretations (“FIN”) for which the required implementation dates have not yet become effective. A new standard that will likely materially impact us is discussed below.

      In December 2004, SFAS No. 123(R), “Share-Based Payment,” was issued. This Statement requires all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements upon a grant-date fair value of an award as opposed to the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25, which we currently use. The standard is effective for the us beginning January 1, 2006. On September 19, 2005, the Compensation Committee of our Board of Directors accelerated the vesting of all outstanding and unvested employee stock options, and we recorded a $12.4 million non-cash expense. The vesting period for stock options held by the non-employee members of the Board of Directors was not accelerated. Also, in connection with the acceleration of the stock options, the Compensation Committee of our Board of Directors began to modify the structure of its compensation program to reduce the number of stock options awarded in the future, to reduce the number of employees eligible for awards and to incorporate a restricted stock element that includes performance standard objectives. We estimate compensation expense related to SFAS 123(R) will be less than $500,000 in 2006 without consideration of future awards.

CRITICAL ACCOUNTING POLICIES

Claims Accruals

      We are self-insured for a portion of our liability, workers’ compensation, property damage, cargo damage and employee medical expense risk. This self-insurance results from buying insurance coverage with deductible amounts. Each reporting period we accrue the cost of the uninsured portion of pending claims. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. Actual settlement of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal cost and claims that have been incurred, but not reported. If claims development factors that are developed based upon historical experience increased by 10%, our claims accrual as of December 31, 2005 would potentially increase by $67 million.

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Goodwill and Intangible Assets

      We have $56.2 million of goodwill recorded as of December 31, 2005. We test the goodwill, which arose from acquisitions, for impairment annually at our year end. Our test of goodwill impairment requires judgment, including the identification of reporting units, assigning assets and liabilities (including goodwill) to reporting units and determining the fair value of each reporting unit. We have used a discounted cash flow model to estimate the fair value of our reporting units, which includes several significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. If operating margins decreased by 10% for any of the reporting units, we would not be required to recognize an impairment.

      In addition, we have $38.3 million of intangible assets, arising from customer relationships obtained through acquisitions and subsequent contracts, recorded as of December 31, 2005. We are amortizing these assets over 15 years. Although we do not believe any event or change in circumstances has occurred that would indicate that the carrying amount may not be recoverable, we tested these intangible assets with finite lives to provide the following information. Significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions were used to value these intangible assets. We estimate the impact of an impairment due to the loss of one contract termination could range from $2.4 million to $10.7 million.

Revenue Recognition

      Operating revenues and related direct costs are recognized as of the date the freight is picked up for shipment. Our revenue recognition policy is consistent with method two under EITF 91-9. We do not believe the financial results derived from the application of this method differ materially from the results that would be derived under method three (revenue recognized upon delivery) discussed within EITF 91-9 due to our relatively short length of haul.

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RESULTS OF OPERATIONS FOR 2005, 2004 AND 2003

SUMMARY

      The following table sets forth for the periods indicated certain statement of earnings data as a percentage of operating revenue for the years ended December 31:

			2005			2004			2003
Operating revenue				100.0	%		100.0	%		100.0	%
Operating expenses:
	Salaries, wages and employee benefits			31.5			34.4			36.4
	Operating supplies and expenses			9.0			9.7			9.7
	Fuel			19.1			15.8			13.6
	Purchased transportation			18.2			17.7			17.4
	Rental expense			1.8			2.8			3.4
	Insurance and claims			4.9			3.4			3.9
	Depreciation, amortization and impairments			6.4			6.5			6.2
	(Gain) Loss on equipment disposal						.1			.1
	Communications and utilities			1.0			1.0			1.2
	Operating taxes and licenses			2.2			2.2			2.2
		Total operating expenses		94.1			93.6			94.1
	Operating income			5.9			6.4			5.9
	Net interest expense			.8			.6			.7
	Other (income) expense, net			(.1	)		.1			(.1	)
	Earnings before income taxes			5.2			5.7			5.3
	Income taxes			2.0			2.0			2.0
	Net earnings			3.2	%		3.7	%		3.3	%

      In 2005, our net earnings decreased slightly from $103.5 million in 2004 to $101.1 million in 2005. Trucking revenue increased 6.2% primarily as a result of increased revenue per mile and improved utilization of our fleet. These operational improvements helped to offset the increased cost of insurance as well as pay increases provided to our drivers and owner-operators. Fuel surcharge revenue increased $202.2 million to help offset the rising cost of fuel as shown in our fuel expense and purchased transportation costs. Also in 2005, we recorded a $12.4 million expense to accelerate the vesting period of stock options in connection with accounting rule changes, a $7.7 million expense to reduce the carrying value of certain trailers and real estate to the estimated fair value less cost to sell, a $4.4 million gain from the sale of real estate and a $3.3 million pre-tax benefit to recognize the decrease in the market value of interest rate derivative agreements. Our diluted earnings per share increased in 2005 to $1.37 from $1.29 in 2004 as we experienced a lower average share count in 2005 due to the large share repurchases made late in 2004.

      In 2004, our net earnings increased to $103.5 million or 30% over 2003. This increase was primarily the result of a 16% increase in trucking revenue and a $101 million increase in fuel surcharge revenue which helped us recover increasing fuel costs. Our results in 2004 include a $3.9 million expense for the cost of our voluntary early retirement program, a $2.4 million gain from the sale of real estate, and a $2.6 million benefit to recognize the decrease in the market value of interest rate derivatives.

      We expect our operations to continue to benefit from our focus on operational metrics including, increasing revenue per loaded mile, reducing deadhead, and increasing utilization (measured as weekly loaded truck miles), resulting in higher revenue per tractor per week.

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REVENUE

      We segregate our revenue into three types: trucking revenue, other revenue, and fuel surcharge revenue. A summary of our revenue generated by type for the past three years is as follows:

	2005		2004		2003
	($ thousands)
Trucking revenue	$	2,722,648	$	2,564,712	$	2,207,928
Fuel surcharge revenue		391,942		189,725		88,865
Other revenue		82,865		71,764		100,862
Total operating revenue	$	3,197,455	$	2,826,201	$	2,397,655

Trucking Revenue

      Trucking revenue is revenue from freight hauled by our fleet and accounts for the majority of our total revenue. Generally, our customers pay for our services based on the number of miles between pick-up and delivery and other ancillary services we provide. To improve our trucking revenue we can either increase the number of revenue generating miles our trucks are driven or increase the rate at which we are paid. We use three primary indicators, based upon tractors available for dispatch, to monitor our performance. First, we monitor utilization of our tractors in the form of miles per tractor per week. In conjunction with miles per tractor per week, we measure the percentage of miles our tractors travel that do not generate revenue, known as deadhead. Our goal is to minimize the amount of deadhead driven to allow for more revenue generating miles. We monitor deadhead miles on a daily basis. Finally, to analyze the rates our customers pay, we measure revenue per loaded mile on a daily basis. Loaded miles include only the miles driven when hauling freight. To improve revenue per mile we evaluate the lanes in which we operate to ensure we are adequately compensated and negotiate higher rates per mile with our customers where appropriate. These indicators for the past three years are as follows:

	2005			2004			2003
Total miles per tractor per week		2,169			2,142			2,123
Loaded miles per tractor per week		1,907			1,867			1,831
Deadhead percentage		12.1	%		12.8	%		13.8	%
Revenue per loaded mile excluding fuel surcharge revenue	$	1.5794		$	1.5235		$	1.4524

      In addition to the rate per mile, we are also compensated, in some instances, for accessorial charges such as detention and loading and unloading freight for our customers. These accessorial charges are also included in trucking revenue.

      In 2005, trucking revenue increased $157.9 million or 6.2% compared to 2004. The increase in our revenue per loaded mile generated $96.5 million or 61% of the growth. Utilization improvements that enabled us to run more loaded miles with existing tractors contributed $54.6 million or 35% of the growth in trucking revenue. The remaining increase was primarily the result of a slightly larger fleet in 2005 of 17,383 average tractors available for dispatch compared to 17,337 in 2004.

      Trucking revenue grew $356.8 million or approximately 16% in 2004 compared to 2003. Increases in our revenue per mile accounted for $120 million or 34% of the growth. Improvements in utilization contributed 13% or $48 million to growth. The acquisition of Merit Distribution Services, Inc. in July of 2003 accounted for approximately 3% of growth, while the acquisition of Trans-Mex in January of 2004 contributed an additional 1% of growth. The remaining increase was due to volume.

Fuel Surcharge Revenue

      Fuel surcharge revenue is generated based on increases in fuel costs billed to our customers. Although our surcharge programs vary by customer, prior to October 2004 we received approximately an additional penny per mile for every six cent increase in the Department of Energy’s average diesel fuel index. Throughout the

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fourth quarter of 2004, we renegotiated with many of our customers to increase the charge to one penny for every five cent increase in the diesel fuel index. In some instances, customers chose to incorporate the change by splitting the impact between the basic rate per mile and the surcharge fee. We believe this change in policy over time will cover the majority of our exposure to increases in the cost of fuel. However, there can be no assurance that such fuel surcharges can be maintained indefinitely.

      Fuel surcharge revenue increased 107% in 2005 in addition to 113% growth in 2004 compared to 2003. The Department of Energy diesel fuel index increased to an average of $2.40 in 2005 from $1.81 in 2004 and $1.51 in 2003. The increase in the average cost of fuel, as well as our increase in volume and our fuel surcharge program, directly contributed to the growth in fuel surcharge revenue.

Other Revenue

      Other revenue is generated primarily by freight moved for our customers on rail or other purchased transportation. In 2005, we entered into an agreement with BNSF Railway to assume the leases for certain 53 foot intermodal containers. We began receiving these containers in the third quarter of 2005 and by December 31, 2005 had received approximately 800 containers. We also purchased an additional 1,500 containers. These containers will be used to serve customers that transport shipments over the rail network and use a truck to transport the container to and from the rail depots. We expect we will have approximately 5,300 containers by the end of 2006. Other revenue increased $11.1 million in 2005 as compared to 2004. The increase was driven by revenue generated with the new intermodal containers partially offset by a decrease in other third party trucking revenue.

      Prior to 2004, the revenue generated when subcontracting with Trans-Mex, Inc. was included in other revenue. In January 2004, we acquired 100% of Trans-Mex and have fully consolidated its financial results in 2004 and 2005. Other revenue decreased in 2004 because Trans-Mex revenue was reclassified to trucking revenue. Trans-Mex accounted for $21.6 million of other revenue in 2003. The remaining decline in other revenue in 2004 compared to 2003 was a reduction in the revenue received from freight moved by rail.

Major Customers

      Sales to Wal-Mart, our largest customer, generated approximately 15% of our total revenue in 2005 and 2004 and 12% of operating revenue in 2003. No other customer accounted for 10% or more of our operating revenue in any reporting period.

Revenue and Expense Comparisons

      When analyzing our expenses for growth related to volume, we believe using total revenue excluding fuel surcharge revenue is a more applicable measure for all costs with the exception of fuel expense. Fuel surcharge revenue is primarily a function of the increases and/or decreases in the cost of fuel and not specifically related to our non-fuel operational expenses. In addition, fuel surcharge revenue increased 107% and 113% in 2005 and 2004, respectively, as a result of the significant increases in fuel costs. Our trucking and other revenue combined increased 6% and 14%, respectively, in 2005 and 2004. For these reasons, we analyze our expenses below using revenue excluding fuel surcharge, calculated as follows:

	2005			2004			2003
	($ thousands)
Total revenue	$	3,197,455		$	2,826,201		$	2,397,655
Less: Fuel surcharge revenue		(391,942	)		(189,725	)		(88,865	)
Revenue excluding fuel surcharge revenue	$	2,805,513		$	2,636,476		$	2,308,790

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OPERATING EXPENSES

Salaries, Wages and Employee Benefits

		2005			2004			2003
		($ thousands)
Salaries, wages and employee benefits			1,008,833		$	971,683		$	872,453
	% of total revenue		31.5	%		34.4	%		36.4	%
	% of revenue excluding fuel surcharge revenue		36.0	%		36.9	%		37.8	%

      Salaries, wages and employee benefits increased $37.2 million in 2005 compared to 2004. Included in salaries, wages and employee benefits is a $12.4 million charge associated with the acceleration of the vesting of 7.3 million stock options that was recorded in the third quarter of 2005 and a $3.9 million expense recorded in the first quarter of 2004 associated with a voluntary early retirement plan. Excluding these charges from the respective years, salaries, wages and employee benefits was $996.4 million in 2005 or 35.5% of revenue excluding fuel surcharge revenue compared to $967.8 million in 2004 or 36.7% of revenue excluding fuel surcharge revenue.

      Total driver compensation was relatively flat on a per mile basis between 2004 and 2005 as increases in driver pay per mile were offset primarily by a decrease in workers compensation costs. Driver wages and benefits expense increased between 2005 and 2004 as our company miles increased, but decreased as a percent of revenue excluding fuel surcharge revenue as increases in revenue per mile exceeded increases in driver costs.

      Total driver compensation increased 2.6 cents per mile in 2004 compared to 2003 as a result of the pay increases made to drivers and increased costs related to fringe benefits. This increase includes a slight reduction in pay per mile resulting from the driver per diem program implemented in September 2004 and the consolidation of Trans-Mex. The per diem program consists of a decrease in the drivers pay per mile offset by a non-taxable per diem payment for reimbursement of meals and expenses while on the road. Total driver compensation decreased 0.4% as a percent of revenue excluding fuel surcharge revenue year over year despite the increase in pay per mile. This is a function of our revenue per mile increasing more than our driver pay increases and our owner-operators driving proportionately more miles in 2004.

      Non-driver salaries, wages and employee benefits increased approximately $21 million between 2004 and 2005 excluding the charges described above. This increase was the result of non-driver merit pay increases and staffing increases primarily in safety, recruiting and terminal/customer operations. Our non-driver salaries, wages and benefits increased approximately $17 million from 2003 to 2004 but decreased 0.5% as a percent of revenue excluding fuel surcharge. Our average number of non-driver employees remained relatively flat from 2003 to 2004, but increases in pay and a $3.9 million expense for early retirement caused non-driver salaries, wages and benefits to increase.

      In 2003, our deductible amount for workers’ compensation rose from $350,000 to $500,000 per incident and in 2004 rose to $3,000,000. We believe that the decrease in the cost of our premiums based on a $3,000,000 deductible will more than offset the cost of claims that occur within the $500,000 to $3,000,000 range, which historically have been a small number.

      From time to time the industry has experienced shortages of qualified drivers. If such a shortage were to occur over a prolonged period and increases in driver pay rates were to occur in order to attract and retain drivers, our results of operations would be negatively impacted to the extent we did not obtain corresponding rate increases.

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Operating Supplies and Expenses

		2005			2004			2003
		($ thousands)
Operating supplies and expenses		$	286,261		$	274,088		$	233,148
	% of total revenue		9.0	%		9.7	%		9.7	%
	% of revenue excluding fuel surcharge revenue		10.2	%		10.4	%		10.1	%

      Operating supplies and expenses increased $12.2 million or from 10.4% of revenue excluding fuel surcharge revenue to 10.2% between 2004 and 2005. In 2004, we completed the amortization of $21.1 million of legal fees related to a legal settlement discussed in the Insurance and Claims section below. These fees were amortized over 30 months on a straight-line basis between July 2002 and December 2004. Therefore, $8.4 million was expensed in 2004. Excluding this expense, operating supplies and expenses increased $20.6 million between 2004 and 2005 driven by higher maintenance and recruiting expenses. The increase in recruiting expenses is associated with the expansion of our driver academies and a 64% increase in the number of graduates from our academies. The increased maintenance expense is related to an increase in the equipment services we provide for owner-operators and other third parties for which we receive revenue, as well as increases to trailer maintenance.

      Operating supplies and expenses in 2004 increased $40.9 million compared to 2003. Approximately $5.9 million of the increase is due to the consolidation of Trans-Mex. Other variances include a slight increase in maintenance, increased travel, additional legal costs and additional expenses related to Sarbanes-Oxley compliance.

Fuel Expense

		2005			2004			2003
		($ thousands)
Fuel expense		$	610,919		$	446,752		$	326,749
	% of total revenue		19.1	%		15.8	%		13.6	%
Company fuel cost per gallon		$	2.25		$	1.70		$	1.39

      Fuel expense in 2005 increased to 19.1% of total revenue in 2005 compared to 15.8% in 2004. Of the $164.2 million increase, 87% was the result of the 32% increase in fuel cost per gallon. The remaining increase resulted from higher mileage and reduced fuel efficiency.

      Fuel costs in 2004 increased $120.0 million or 36.7% compared to 2003. The majority of the increase is the result of our average fuel cost per gallon increasing over 22% year over year. Approximately 7% of the increase is due to the additional miles associated with our revenue increase and the remaining increase is due to a reduction in fuel efficiency resulting from a larger portion of our engines conforming to the new engines mandated by the U.S. Environmental Protection Agency that became effective October 1, 2002, and the higher driving speeds adopted in July of 2004.

      Increases in fuel costs, to the extent not offset by rate increases or fuel surcharges, would have an adverse effect on our operations and profitability. We believe that the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to implement fuel surcharges when such an option is necessary and available. We do not use derivative-type hedging products, but periodically evaluate their possible use.

      To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue received for company miles driven (as opposed to miles driven by our owner-operators who pay for their own fuel) from

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our fuel expense. The result is evaluated as a percent of revenue less fuel surcharge revenue. These measures are shown below:

		2005			2004			2003
		($ thousands)
Total fuel surcharge revenue		$	391,942		$	189,725		$	88,865
Less: Fuel surcharge revenue reimbursed to owner-operators			84,907			39,514			18,225
Company fuel surcharge revenue		$	307,035		$	150,211		$	70,640
Total fuel expense		$	610,919		$	446,752		$	326,749
Less: Company fuel surcharge revenue			307,035			150,211			70,640
Net fuel expense		$	303,884		$	296,541		$	256,109
	% of revenue excluding fuel surcharge revenue		10.8	%		11.2	%		11.1	%

      Our net fuel expense has remained relatively flat as a percent of revenue excluding fuel surcharge for the past three years. This indicates that our fuel surcharge program has effectively offset the impact of rising diesel fuel costs, and our net fuel expense increases are the result of volume. The 40 basis point decline between 2005 and 2004 was the result of the leverage associated with increases in our base revenue per loaded mile.

Purchased Transportation

		2005			2004			2003
		($ thousands)
Total purchased transportation		$	583,380		$	499,790		$	417,182
	% of total revenue		18.2	%		17.7	%		17.4	%
Less: Fuel surcharge revenue reimbursed to owner-operators			84,907			39,514			18,225
Purchased transportation excluding fuel surcharge reimbursement			498,473		$	460,276		$	398,957
	% of revenue excluding fuel surcharge revenue		17.8	%		17.5	%		17.3	%

      Purchased transportation increased $83.6 million from 2004 to 2005, of which $45.4 million was the increase in the reimbursement made to owner-operators for fuel surcharges. Excluding this reimbursement, purchased transportation increased 30 basis points from 2004 to 2005 to 17.8% of revenue excluding fuel surcharge revenue. The increase in purchase transportation dollars as well as the percent to revenue excluding fuel surcharge revenue is primarily a result of the increase in rail costs due to the expansion of our intermodal container business, an increase in the miles driven by owner-operators as well as an increase in owner-operator pay per mile. These increases were partially offset by a reduction in other third party expenses.

      Purchased transportation increased $82.6 million in 2004 compared to 2003 of which $21.3 million was the increase in fuel surcharge revenue reimbursed to our owner-operators. Excluding fuel surcharge, purchased transportation increased 0.2% year over year as a percent of revenue excluding fuel surcharge revenue. In 2003 and prior, the cost of using Trans-Mex was included in purchased transportation. After completing the acquisition of Trans-Mex in January 2004, we began consolidating their financial statements, and their costs now are shown on each individual line item on the Consolidated Statement of Earnings. Therefore, the purchased transportation line has been reduced by these Trans-Mex costs. This accounts for approximately a one percentage point reduction. This reduction was offset by an increase in owner-operator costs. Our owner-operators drove approximately 17% more miles for us in 2004 compared to 2003. In addition, they have received rate per mile increases, hours of service rate increases, and other incentive pay in order for us to attract and retain owner-operators.

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Insurance and Claims

		2005			2004			2003
		($ thousands)
Insurance and claims		$	156,525		$	94,850		$	94,685
	% of total revenue		4.9	%		3.4	%		3.9	%
	% of revenue excluding fuel surcharge revenue		5.6	%		3.6	%		4.1	%

      Insurance and claims expense increased $61.7 million in 2005 as compared to 2004. This increase is primarily related to the fact that we did not incur certain insurance premium expense in 2004, the increase in our self insurance deductible in 2005, and the development of prior year claims. Our reserve policy and accrual methodology have not changed year over year.

      As we discussed in the notes to our financial statements, we entered into a settlement agreement with an insurance company in 2002. Pursuant to this settlement, the insurance company agreed to provide certain insurance coverage, at no cost to us through December 2004, in exchange for our releasing all claims that were the subject of the litigation. We recognized this settlement amount as a reduction of insurance expense as the insurance coverage was provided during the period from July 1, 2002 through December 31, 2004. In addition, we deferred the $21.1 million of legal expenses, which were paid pursuant to a contingent fee arrangement based upon our estimate of the value of the insurance provided of between $65 million and $74 million. These legal expenses were contingent upon our ability to receive the insurance coverage outlined in the settlement due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers and, therefore, were amortized on a straight-line basis over the thirty-month period from July 1, 2002 through December 31, 2004.

      As discussed under Critical Accounting Policies, we are self-insured for some portion of our liability, property damage and cargo damage risk. We buy insurance coverage with deductible amounts. Beginning in 2003, the deductible amount for general liability rose from $250,000 to $1,000,000 per incident. In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005 and 2006. The new policy increased the self-insured portion to $10 million per occurrence and was extended through the end of 2006. After reviewing actuarial studies of our loss history, frequency and severity, we determined this to be the optimal insurance solution for us at this time. This expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends.

      Insurance and claims in 2004 was 3.6% of revenue excluding fuel surcharge compared to 4.1% in 2003. The reduction in 2004 was due to a reduction in development on prior year claims.

Rental Expense, Depreciation, Amortization and Impairments

		2005			2004			2003
		($ thousands)
Rental expense		$	57,669		$	78,054		$	82,158
	% of total revenue		1.8	%		2.8	%		3.4	%
	% of revenue excluding fuel surcharge revenue		2.1	%		3.0	%		3.5	%
Depreciation, amortization and impairments			206,154			184,608			149,138
	% of total revenue		6.4	%		6.5	%		6.2	%
	% of revenue excluding fuel surcharge revenue		7.3	%		7.0	%		6.5	%
Total rental, depreciation amortization and impairment expense			263,823			262,662			231,296
	% of total revenue		8.2	%		9.3	%		9.6	%
	% of revenue excluding fuel surcharge revenue		9.4	%		10.0	%		10.0	%

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      Rental expense and depreciation expense are primarily driven by our fleet of tractors and trailers shown below:

			2005		2004		2003
			($ thousands)
Tractors:
	Company
		Owned		11,882		11,046		9,339
		Leased		2,583		3,852		5,005
		Total company tractors		14,465		14,898		14,344
	Owner-operator tractors			3,466		3,647		3,692
	*Total tractors			17,931		18,545		18,036
*Average tractors available for dispatch				17,383		17,337		15,969
Trailers				51,997		51,773		50,489

*  Total tractors owned and leased include tractors being prepared for service and tractors waiting to be returned under lease or resold at the end of our replacement program. Average tractors is calculated on a monthly basis and represents tractors available for dispatch.

      Over the past three years, we have been purchasing the majority of our tractors and trailers rather than leasing. This has caused our rental expense to decrease and our depreciation expense to increase. As a percentage of revenue excluding fuel surcharge, total rental, depreciation, amortization and impairment expense decreased to 9.4% in 2005 compared to 10.0% in both 2004 and 2003.

      In 2005, rental expense decreased $20.4 million as the number of leased tractors declined from 3,852 in 2004 to 2,583 in 2005. Depreciation, amortization and impairment expense increased $21.5 million in 2005 compared to 2004. Included in this expense in 2005 is a $6.4 million impairment charge to reduce the carrying value of some specialized trailers to their fair market value less costs to sell. The charge was recorded in the third quarter of 2005 when the trailers were reclassified to assets held for sale. This charge and the 836 increase in the number of owned tractors resulted in the increased depreciation expense year over year.

      Rental expense decreased in 2004 compared to 2003 as the number of tractors on lease declined from 5,005 as of December 31, 2003 to 3,852 as of December 31, 2004. This reduction in tractor lease cost was partially offset by an increase in short-term trailer rent expense. Depreciation, amortization and impairment expense increased in 2004 as compared to 2003, as the number of tractors owned increased from 9,339 as of December 31, 2003 to 11,046 at December 31, 2004. Depreciation expense in 2004 did include an impairment charge of $4 million to adjust autohaul assets held for sale to estimated fair value less costs to sell.

      As previously disclosed, in 2003 and 2004 we amended our replacement cycle for our tractors from three years to five years. To implement these changes, the remaining net book value of the affected tractors at the time of change is being depreciated on a straight-line basis over the remaining adjusted economic life to the revised residual value. The benefit (expense) of changing the tractor’s lives that were owned as of October 1, 2002 is shown below:

	2005			2004			2003
	($ thousands except share data)
Earnings (loss) before income taxes	$	(3,997	)	$	(1,915	)	$	6,402
Net earnings (loss)	$	(2,438	)	$	(1,245	)	$	3,971
Diluted earnings (loss) per share	$	(0.03	)	$	(0.02	)	$	0.05

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(Gain) Loss on Equipment Disposal

      We occasionally purchase and then resell tractors that we currently lease by exercising the purchase option contained in the lease. We also generate gains and/or losses from the sale of tractors we own. These gains and losses are recorded as a separate line item on the Consolidated Statements of Earnings and are summarized below.

	2005			2004			2003
	($ thousands)
Loss on sale of leased equipment	$	811		$	3,378		$	247
(Gain) loss on sale of owned equipment		(1,753	)		(801	)		1,464
Net (gain) loss on equipment disposal	$	(942	)	$	2,577		$	1,711

OTHER EXPENSES

Interest Expense

      Our largest pre-tax non-operating expense is interest. Our debt balance combining the operating line of credit, accounts receivable securitization, capital leases, Senior Notes and other debt was $611 million, $622 million and $419 million at December 31, 2005, 2004 and 2003, respectively.

	2005		2004		2003
	($ thousands)
Interest expense	$	26,632	$	18,931	$	16,202
Decrease in derivative agreements		3,314		2,631		2,084
Interest expense, net of derivative agreements	$	29,946	$	21,562	$	18,286

      Interest expense, net of the impact of the derivative agreements shown above, increased $8.4 million in 2005 compared to 2004. This increase is due to the higher average debt balance we experienced throughout the year as well as rising base interest rates on our variable debt.

      Our interest expense, net of the impact of the derivative agreements, increased in 2004. Our average debt balance increased during 2004 as we repurchased 14,132,249 shares of our common stock for a total cost of $253 million, paid $10.8 million in cash for part of the purchase price of Trans-Mex, and expended $324 million on net capital expenditures compared to $223 million in 2003. In addition, in June 2003, we completed the private placement of Senior Notes with a weighted average interest rate of 4% which was higher than the variable rate debt in 2003.

Other (Income) Expense

      Other (income) expense in 2005 includes a $4.4 million gain on the sale of real estate, a $2.8 million impairment charge to reduce the carrying value of certain real estate and other assets to the estimated fair value less costs to sell, and a $3.7 million loss associated with the equity losses of Transplace. In 2004, other (income) expense includes a gain of $2.4 million on the sale of real estate, a $4.3 million loss to adjust the carrying value of four properties and a note receivable to the current estimate of the net realizable value, and a $2.9 million loss for our equity portion of Transplace’s reported losses. The equity earnings of Trans-Mex, a company we acquired 100% of in January 2004, are included in other (income) expense in 2003.

Income Taxes

      Our effective tax rate was 38.5%, 35.3% and 38.0% in 2005, 2004 and 2003, respectively. In 2004, we benefited from a lower state tax rate resulting from the completion and filing of our 2003 state tax returns,

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including the adjustment of our deferred taxes to the revised rate. This one-time benefit in 2004 was offset by the effect of our driver per diem program, a portion of which is non-deductible. We expect our overall tax rate to be 39% in 2006.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

      Our cash flow sources and uses by operating, investing and financing activities are shown below:

	2005			2004			2003
	($ thousands)
Net cash provided by operating activities	$	362,548		$	364,546		$	287,889
Net cash used in investing activities	$	(380,007	)	$	(318,806	)	$	(287,969	)
Net cash provided by (used in) financing activities	$	2,525		$	(36,566	)	$	11,205

      Net cash provided by operating activities was down $2.0 million in 2005 compared to 2004. Pre-tax operating income adjusted for non-cash items such as depreciation, amortization and impairment charges increased approximately $28 million in 2005 compared to the prior year. Income tax and interest payments increased $65.0 million and $7.8 million, respectively, between 2004 and 2005. The increase in tax payments was primarily related to the expiration of bonus depreciation for revenue equipment on December 31, 2004. Our accounts receivable balance increased less between 2004 and 2005 compared to the increase between 2003 and 2004, as our cash collection process improved and our day sales outstanding declined from 41 in 2004 to 38 in 2005. Excluding the impact of the income tax receivable, our accounts receivable balance increased $21.6 million in 2005 compared to a $42.1 million increase between 2003 and 2004. Excluding the change in income taxes payable, the increase in accounts payable, accrued and other liabilities in 2005 was $80.9 million compared to a $42.7 million increase between 2003 and 2004. In 2005, our prepaid expenses and other current assets increased $16.6 million compared to a $2.7 million increase between 2003 and 2004. This increase resulted primarily from the prepayment of insurance premiums.

      The $77 million increase in net cash provided by operating activities in 2004 compared to 2003 was driven by a $60 million increase in net earnings before depreciation, amortization and impairment charges and a $37 million increase in accounts payable and accrued liabilities.

      Our cash used in investing activities is mainly driven by our capital expenditures, net of sales proceeds. Our capital expenditures, net of cash sales proceeds were $387 million, $324 million and $223 million in 2005, 2004 and 2003, respectively. A summary of our capital expenditures by category is shown below.

		2005			2004			2003
		($ thousands)
Revenue equipment:
	Tractors	$	326,726		$	326,351		$	203,115
	Trailers		167,139			41,264			34,007
Facilities			44,243			50,444			75,291
Other			6,542			11,162			1,441
Total Capital Expenditures		$	544,650		$	429,221		$	313,854
Less: Proceeds from Sales of Equipment			(157,870	)		(105,415	)		(91,012	)
Net Capital Expenditures		$	386,780		$	323,806		$	222,842

      In addition, we made a loan to Transplace of $6.4 million in 2005, expended $10.8 million for a portion of the Trans-Mex purchase in 2004, and paid $81.6 million for the purchase of Merit Distribution, Inc. in 2003.

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      Regarding our financing activities, in 2005 we received $53.1 million in proceeds from the sale of common stock associated with our employee stock purchase and stock option plans. The volume of sales increased in 2005 due to the decision made to accelerate the vesting of all outstanding and unvested employee stock options. Options that were previously awarded at a discount are now retroactively subject to new tax regulations regarding deferred compensation which impose a 20% excise tax to income created by the exercise of these options after December 31, 2005. Due to this change in tax law, many employees exercised their options prior to year end. In conjunction with the acceleration, we have adopted a new share repurchase program, under which we may acquire our common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. In 2005, we paid $39.5 million to repurchase 1,988,181 shares.

      In 2004 we repurchased $253 million of treasury stock, increased our borrowings on our receivable securitization by $98 million and increased our borrowings on our revolving line of credit by a net $135 million. We also repaid $31.6 million of other long-term debt and capital leases and received $14.5 million in stock option exercise and employee stock purchase plan proceeds.

Working Capital

      As of December 31, 2005 and 2004 we had working capital deficits of $93.6 million and $70.9 million, respectively. As discussed in the notes to the financial statements, the accounts receivable securitization is reflected as a current liability because the committed term, subject to annual renewals, is 364 days. The funds received under the accounts receivable securitization are generally used for capital expenditures or repurchases of our common stock. Therefore, our working capital will be reduced by the amount of the proceeds received under the accounts receivable securitization but the increase in fixed assets or treasury stock is not included in working capital.

Credit Facilities

      In December 2005, we amended our $550 million revolving credit agreement (the “Credit Agreement”) with our group of lenders. This amendment included a reduction of the borrowing rate associated with LIBOR borrowings. Interest on outstanding borrowings is based upon one of two options, which we select at the time of borrowing: the bank’s prime rate or the London Interbank Offered Rate (LIBOR) plus applicable margins ranging from 40 to 100 basis points, as defined in the Credit Agreement (currently 75 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 8 to 17.5 basis points (currently 15 basis points). The Credit Agreement requires us to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. As of December 31, 2005 we are in compliance with these debt covenants. We have $164 million of borrowings and $189 million of letters of credit outstanding on our line of credit leaving $197 million available as of December 31, 2005.

      In December of 2005 we expanded our accounts receivable securitization by $50 million to allow us to receive up to $300 million of proceeds, subject to eligible trade accounts receivable. Under the amended agreement, the committed term was extended to December 20, 2006. As of December 31, 2005, we had received sales proceeds of $245 million. Under the terms of our agreement, 93% of our trade receivables collateralized the securitization arrangement as of December 31, 2005.

Capital Commitments and Expenditures

      As of December 31, 2005, we had $564 million of commitments outstanding to acquire replacement and additional revenue equipment through 2007. We have the option to cancel such commitments upon 90 days notice. We anticipate spending approximately $290 million for tractors in both 2006 and 2007 and approximately $95 million and $125 million on trailers and containers in 2006 and 2007, respectively. We believe we will be able to support these purchases with cash flows from operating activities, lease financings and debt.

      During the year ended December 31, 2005, we incurred approximately $50.8 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment. We anticipate

30

that we will expend approximately $15 million in 2006 for various facilities and information technology upgrades and the development of terminal facilities. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

      We will incur capital investments for revenue equipment, as well as our terminal network facilities and equipment, when we estimate such investments will generate an appropriate return on capital.

      We believe we will be able to finance needs for working capital, facilities improvements and expansion, as well as anticipated fleet replacements and growth, with cash flows from operations, borrowings available under the line of credit, accounts receivable securitization and with long-term debt and lease financing believed to be available to finance revenue equipment purchases for the next 12 months. Over the long term, we will continue to have significant capital requirements, which may require us to seek additional borrowings or equity capital. The availability of debt financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions, the market price of our common stock and other factors over which we have little or no control.

OFF-BALANCE SHEET ARRANGEMENTS

      As discussed in the Commitments note to our Consolidated Financial Statements, we guarantee certain residual values under operating lease agreements for revenue equipment. Upon termination of these operating leases, we would be responsible for the excess of the guarantee amount above the fair market value, if any. The maximum potential amount of future payments we would be required to make under these guarantees is $35 million. We utilize operating leases as an additional financing source.

CONTRACTUAL OBLIGATIONS

      The tables below summarize our contractual obligations as of December 31, 2005:

		Payments due by period
				Less Than 1						More Than 5
		Total		Year		1-3 Years		3-5 Years		Years
		($ thousands)
Long-Term Debt		$	364,000	$		$	264,000	$	100,000	$
Capital Lease Obligations			1,786		1,786
Operating Leases(1)			75,177		40,418		34,379		380
Purchase Obligations			17,052		17,052
Other Long-Term Obligations:
	Fair value of interest rate swaps		1,919				1,379		540
Total Contractual Obligations		$	459,934	$	59,256	$	299,758	$	100,920	$

(1)	Operating leases include an interest element within the commitment amount as opposed to the Long-Term Debt and Capital Lease Obligations amounts, which do not include an interest element.
(2)	Deferred taxes and long-term portion of claims accruals are excluded from Other Long-Term Obligations in the table above.
(3)	Table excludes purchase commitments for revenue equipment which are cancelable.

INFLATION

      Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation would cause interest rates, fuel, wages and other costs to increase and would adversely affect our results of operations unless freight rates could be increased correspondingly. However, the effect of inflation has been minimal over the past three years with the exception of fuel. Our average fuel cost per gallon has increased 32% from 2004

31

to 2005 and 22% between 2003 and 2004. In 2005, the majority of this increase in costs was passed on to our customers through a corresponding increase in fuel surcharge revenue, therefore the impact of the increased fuel costs on our operating results was not significant. If fuel costs continue to escalate and we are unable to recover these costs with applicable fuel surcharges, it would have an adverse effect on our operations and profitability.

SEASONALITY

      In the transportation industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been our strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter. Our operating expenses also tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time.

FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-K, including but not limited to the portions hereof entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “anticipate,” “estimates,” “project,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, projections of revenues, income, or loss, capital expenditures, plans for future operations, expectations regarding the benefits of our focus on operational metrics and effective tax rate, plans to increase the company’s intermodal business and service for intermodal customers, expectations regarding acquisition of containers, financing needs and plans, anticipated spending for equipment, the intention to continue to install communication systems, our focus on activities we expect will enable profitable growth, our estimates of future compensation expense, our estimate of future claims expense and accruals, our estimate of the impact of our impairment, the impact of inflation, plans relating to products or services of the Company, the benefits of the Company’s terminal network, the continued consolidation of the truckload industry, the demand of shippers, the capacity of the truckload industry, the Company’s ability to sell its used trucks at favorable prices, the Company’s ability to attract and retain qualified drivers, the Company’s ability to pass on to its customers increased labor and fuel costs and protect itself against increases in fuel costs through the use of fuel efficient equipment, and pending or future acquisitions, as well as assumptions relating to the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, nothing herein shall constitute an adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts’ expectations in the future.

      Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report, including the Notes to our Consolidated Financial Statements, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe factors, among others, that could contribute to or cause such differences. Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are set forth in “Business” and “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      We have interest rate exposure arising from borrowings under the line of credit ($164 million) and the accounts receivable securitization ($245 million), all of which have variable interest rates. These variable

32

interest rates are affected by changes in short-term interest rates. We manage interest rate exposure through a mix of fixed and variable rate debt, fixed rate lease financing and $70 million notional amount of interest rate swaps (weighted average rate of 5.88%). There are no leverage options or prepayment features for the interest rate swaps. The fair value of our long-term debt approximates carrying values. Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would increase our interest expense by $3.4 million.

Item 8. Financial Statements and Supplementary Data

      The Consolidated Financial Statements of the Company as of December 31, 2005 and 2004, for each of the years in the three-year period ended December 31, 2005, together with related notes and the reports of KPMG LLP, an independent registered public accounting firm, are set forth on the following pages. Other required financial information set forth herein is more fully described in Item 15 of this Form 10-K.

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Swift Transportation Co., Inc.:

      We have audited the accompanying consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries (the Company) as of December 31, 2005 and 2004 and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Swift Transportation Co., Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

KPMG LLP

Phoenix, Arizona

March 6, 2006

34

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			December 31,
			2005			2004
			(In thousands, except
			share data)
ASSETS
Current assets:
	Cash		$	13,098		$	28,245
	Accounts receivable, net			329,336			331,093
	Equipment sales receivables			6,127			4,463
	Inventories and supplies			12,948			12,989
	Prepaid taxes, licenses and insurance			40,495			24,179
	Assets held for sale			29,791			51,757
	Deferred income taxes			22,319			12,839
		Total current assets		454,114			465,565
Property and equipment, at cost:
	Revenue and service equipment			1,869,832			1,698,955
	Land			90,235			84,411
	Facilities and improvements			302,680			273,473
	Furniture and office equipment			81,504			86,562
		Total property and equipment		2,344,251			2,143,401
Less accumulated depreciation and amortization				713,782			697,222
		Net property and equipment		1,630,469			1,446,179
Notes receivable, less current portion				22,259			3,960
Other assets				17,228			16,946
Customer relationship intangible, net				38,272			41,320
Goodwill				56,188			56,188
			$	2,218,530		$	2,030,158
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	108,027		$	81,174
	Accrued liabilities			74,720			96,654
	Current portion of claims accruals			116,823			101,862
	Current portion of obligations under capital leases and long-term debt			1,786			15,205
	Fair value of guarantees			1,360			1,575
	Securitization of accounts receivable			245,000			240,000
		Total current liabilities		547,716			536,470
Borrowings under revolving credit agreement				164,000			165,000
Senior notes				200,000			200,000
Obligations under capital leases and long-term debt, less current portion							1,787
Claims accruals, less current portion				135,458			97,188
Deferred income taxes				299,393			286,211
Fair value of interest rate swaps				1,919			5,233
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.001 per share; authorized 1,000,000 shares; none issued
Common stock, par value $.001 per share; authorized 200,000,000 shares; issued 97,198,554 and 93,467,651 shares in 2005 and 2004, respectively				97			93
Additional paid-in capital				403,868			333,720
Retained earnings				867,460			766,333
Treasury stock, at cost (23,558,507 and 21,570,326 shares in 2005 and 2004, respectively)				(400,780	)		(361,321	)
Other equity items				(601	)		(556	)
		Total stockholders’ equity		870,044			738,269
			$	2,218,530		$	2,030,158

See accompanying notes to consolidated financial statements.

35

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

			Years Ended December 31,
			2005			2004			2003
			(In thousands, except share data)
Operating revenue			$	3,197,455		$	2,826,201		$	2,397,655
Operating expenses:
	Salaries, wages and employee benefits			1,008,833			971,683			872,453
	Operating supplies and expenses			286,261			274,088			233,148
	Fuel			610,919			446,752			326,749
	Purchased transportation			583,380			499,790			417,182
	Rental expense			57,669			78,054			82,158
	Insurance and claims			156,525			94,850			94,685
	Depreciation, amortization and impairments			206,154			184,608			149,138
	(Gain) loss on equipment disposal			(942	)		2,577			1,711
	Communications and utilities			30,920			30,366			28,149
	Operating taxes and licenses			69,676			62,866			51,241
		Total operating expenses		3,009,395			2,645,634			2,256,614
Operating income				188,060			180,567			141,041
Other (income) expenses:
	Interest expense			26,632			18,931			16,202
	Interest income			(1,713	)		(908	)		(770	)
	Other			(1,209	)		2,595			(2,373	)
		Other (income) expenses, net		23,710			20,618			13,059
Earnings before income taxes				164,350			159,949			127,982
	Income taxes			63,223			56,467			48,611
Net earnings			$	101,127		$	103,482		$	79,371
Basic earnings per share			$	1.39		$	1.30		$	.95
Diluted earnings per share			$	1.37		$	1.29		$	.94

See accompanying notes to consolidated financial statements.

36

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Years Ended December 31,
		2005			2004		2003
		(In thousands)
Net earnings		$	101,127		$	103,482	$	79,371
Other comprehensive income (loss):
	Foreign currency translation		(139	)		16
	Net derivative loss on cash flow hedge, net of tax effect of $432							(706	)
	Reclassification of derivative loss on cash flow hedge into net earnings, net of tax effect of $58, $55 and $26 in 2005, 2004 and 2003, respectively		94			90		44
Comprehensive income		$	101,082		$	103,588	$	78,709

See accompanying notes to consolidated financial statements.

37

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Stock				Additional							Other			Total
					Paid-In		Retained		Treasury			Equity			Stockholders’
	Shares		Par Value		Capital		Earnings		Stock			Items			Equity
	(In thousands, except share data)
Balances, December 31, 2002		90,182,273	$	90	$	272,099	$	583,480	$	(89,891	)	$			$	765,778
Issuance of common stock under stock option and employee stock purchase plans		1,197,503		1		13,965										13,966
Income tax benefit arising from the exercise of stock options						3,192										3,192
Amortization of deferred compensation						1,839										1,839
Purchase of 1,201,000 shares of treasury stock										(18,869	)					(18,869	)
Cash flow hedge													(706	)		(706	)
Reclassification of cash flow hedge to interest expense													44			44
Net earnings								79,371								79,371
Balances, December 31, 2003		91,379,776		91		291,095		662,851		(108,760	)		(662	)		844,615
Issuance of common stock under stock option and employee stock purchase plans		1,145,720		1		14,680										14,681
Income tax benefit arising from the exercise of stock options						2,403										2,403
Amortization of deferred compensation						5,381										5,381
Purchase of 14,132,249 shares of treasury stock										(252,561	)					(252,561	)
Purchase of remaining 51% of Trans-Mex		942,155		1		20,161										20,162
Accumulated other comprehensive loss													90			90
Foreign currency translation adjustment													16			16
Net earnings								103,482								103,482
Balances, December 31, 2004		93,467,651		93		333,720		766,333		(361,321	)		(556	)		738,269
Issuance of common stock under stock option and employee stock purchase plans		3,730,903		4		53,093										53,097
Income tax benefit arising from the exercise of stock options						3,062										3,062
Amortization of deferred compensation						13,993										13,993
Purchase of 1,988,181 shares of treasury stock										(39,459	)					(39,459	)
Accumulated other comprehensive loss													94			94
Foreign currency translation adjustment													(139	)		(139	)
Net earnings								101,127								101,127
Balances, December 31, 2005		97,198,554	$	97	$	403,868	$	867,460	$	(400,780	)	$	(601	)	$	870,044

See accompanying notes to consolidated financial statements.

38

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Years Ended December 31,
					2005			2004			2003
					(In thousands)
Cash flows from operating activities:
	Net earnings				$	101,127		$	103,482		$	79,371
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation, amortization and impairments				199,680			175,854			148,263
		Deferred income taxes				3,702			21,554			30,566
		Income tax benefit arising from the exercise of stock options				3,062			2,403			3,192
		Provision for losses on accounts receivable				7,130			7,316			8,440
		Equity losses of Transplace				3,671			2,898			1,204
		Amortization of deferred compensation				13,993			5,381			1,839
		Change in market value of interest rate swaps				(3,314	)		(2,630	)		(2,084	)
		(Gain) loss on sale of revenue equipment				(942	)		2,577			1,711
		Gain on sale of non-revenue equipment				(4,643	)		(1,918	)
		Impairment of property and note receivable				9,680			9,226
		Amortization of deferred legal fees							8,416			8,476
		Increase (decrease) in cash resulting from changes in:
			Accounts receivable			(5,163	)		(43,990	)		(24,129	)
			Inventories and supplies			(240	)		4,601			(1,056	)
			Prepaid expenses and other current assets			(16,551	)		(2,680	)		193
			Other assets			(832	)		(47	)		(3,269	)
			Accounts payable, accrued and other liabilities			52,188			72,103			35,172
				Net cash provided by operating activities		362,548			364,546			287,889
Cash flows from investing activities:
	Proceeds from sale of autohaul assets					28,500
	Proceeds from sale of property and equipment					129,370			105,415			91,012
	Capital expenditures					(544,650	)		(429,221	)		(313,854	)
	Proceeds from sale of assets held for sale					8,641			9,602			8,740
	Loans to investment entities					(6,331	)					(3,377	)
	Payments received on equipment sales receivables					4,463			6,208			11,100
	Payment for purchase of Trans-Mex								(10,810	)
	Payment for purchase of Merit Distribution Services, Inc.											(81,590	)
				Net cash used in investing activities		(380,007	)		(318,806	)		(287,969	)
Cash flows from financing activities:
	Issuance of Senior Notes											200,000
	Issuance of long-term debt											2,044
	Repayments of long-term debt and capital leases					(15,207	)		(31,612	)		(51,821	)
	Borrowings under line of credit								165,000			120,800
	Repayments of borrowings under line of credit					(1,000	)		(30,000	)		(227,200	)
	Change in borrowings under accounts receivable securitization					5,000			98,000			(27,000	)
	Proceeds from sale of common stock					53,097			14,517			13,913
	Accumulated other comprehensive loss					94			90			(662	)
	Purchase of treasury stock					(39,459	)		(252,561	)		(18,869	)
				Net cash provided by (used in) financing activities		2,525			(36,566	)		11,205
Effect of exchange rate changes on cash						(213	)		16
Net increase (decrease) in cash						(15,147	)		9,190			11,125
Cash at beginning of year						28,245			19,055			7,930
Cash at end of year					$	13,098		$	28,245		$	19,055
Supplemental disclosure of cash flow information:
	Cash paid during the year for:
		Interest			$	29,144		$	21,337		$	19,600
		Income taxes			$	68,157		$	3,188		$	17,488
Supplemental schedule of noncash investing and financing activities:
	Equipment sales receivables				$	6,127		$	4,674		$	5,998
	Equipment purchase accrual				$	5,231
	Guarantee of third party letter of credit				$	367
	Notes receivable from sale of autohaul assets				$	17,635
	Stock issued in acquisition of Trans-Mex							$	20,162
	Accrual of additional Merit acquisition cost							$	5,000
	Fair value of operating lease guarantees										$	2,156

See accompanying notes to consolidated financial statements.

39

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004 AND 2003

(1) Summary of Significant Accounting Policies

Description of Business

      Swift Transportation Co., Inc., a Nevada holding company, together with its wholly-owned subsidiaries (“Company”), is a national truckload carrier operating predominantly in one industry, road transportation, throughout the continental United States and Mexico and thus has only one reportable segment. The Company operates a national terminal network and a fleet of approximately 18,000 tractors, at the end of 2005, from its headquarters in Phoenix, Arizona.

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

      The Company’s investments in entities are accounted for in accordance with the Accounting Principles Board No. 18, using the equity method of accounting for investments.

      Special purpose entities are accounted for using the criteria of Statement of Financial Accounting Standard No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125)”. This Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.

Cash and Cash Equivalents

      The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

Inventories and Supplies

      Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at cost. Cost is determined using the first-in, first-out (FIFO) method.

Property and Equipment

      Property and equipment are stated at cost. Gains and losses in 2005, 2004 and 2003 were $3.5 million and $1.7 million, $2.2 million and $1.4 million, $1.7 million and $262,000, respectively.

      Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of 10 to 40 years for facilities and improvements, 3 to 12 years for revenue and service equipment and 3 to 5 years for furniture and office equipment.

      Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are expensed when placed in service.

Goodwill

      Goodwill represents the excess of purchase price over fair value of net assets acquired. The Company tests goodwill for impairment on an annual basis. The Company has $56.2 million of goodwill at December 31, 2005 and 2004. The test of goodwill impairment requires judgment, including the identification of reporting units, assigning assets and liabilities (including goodwill) to reporting units and determining the fair value of each reporting unit. The Company has used a discounted cash flow model to estimate the fair value of the reporting

40

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

units, which includes several significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions.

Revenue Recognition

      Operating revenues and related direct costs are recognized as of the date the freight is picked up for shipment. Our revenue recognition policy is consistent with method two under EITF 91-9. The Company has examined the materiality of recognizing revenue in accordance with method two of EITF 91-9 as compared to a more preferable method (i.e. method three or five) on both a quarterly and annual basis. We do not believe the quarterly or annual financial statements derived from the application of this method differ materially from the results that would be derived under method three discussed within EITF 91-9 due to the Company’s relatively short length of haul.

Stock Compensation Plans

      The Company applies APB Opinion No. 25 and related interpretations in accounting for its plans. For the Employee Stock Purchase Plan, the purchase price of the stock is 85 percent of the lower of the beginning-of-period or end-of-period (each period being the first and second six calendar months) market price. The Employee Stock Purchase Plan qualifies under Section 423 of the Internal Revenue Code. Accordingly, no compensation cost has been recognized for the Employee Stock Purchase Plan. The compensation cost that has been charged against income for the Fixed Stock Option Plans was $14.0 million, $5.4 million and $1.8 million and for 2005, 2004 and 2003, respectively. See “Stockholders’ Equity” footnote for a discussion of the impact of acceleration of the vesting of stock options.

      Had compensation cost for the Company’s four stock-based compensation plans been determined consistent with FASB Statement No. 123 (“SFAS No. 123”), the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:

		2005			2004			2003
Net earnings (in thousands)	As Reported	$	101,127		$	103,482		$	79,371
	Add: Compensation expense, using intrinsic method, net of tax		8,606			3,444			1,140
	Deduct: Compensation expense, using fair value method, net of tax		(54,668	)		(9,638	)		(6,020	)
	Pro forma	$	55,065		$	97,288		$	74,491
Basic earnings per share	As Reported	$	1.39		$	1.30		$	.95
	Pro forma	$	.76		$	1.23		$	.89
Diluted earnings per share	As Reported	$	1.37		$	1.29		$	.94
	Pro forma	$	.75		$	1.22		$	.88

      Pro forma net earnings reflect only options granted in 1995 through 2005. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net earnings amounts presented above because compensation cost is reflected over the options’ vesting period and compensation cost for options granted prior to January 1, 1995 is not considered under SFAS No. 123.

Income Taxes

      The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

41

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

Use of Estimates

      Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and revenues and expenses and the disclosure of contingent liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

Accounting Standards Not Yet Adopted by the Company

      The Financial Accounting Standards Board has issued Statements of Financial Accounting Standard (“SFAS”) and Interpretations (“FIN”) for which the required implementation dates have not yet become effective. A new standard that will likely materially impact the Company is discussed below.

      In December 2004, SFAS No. 123(R), “Share-Based Payment,” was issued. This Statement requires all share based payments to employees, including grants of employee stock options, be recognized in the financial statements upon a grant-date fair value of an award as opposed to the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25, which the Company currently uses. The standard is effective for the Company beginning January 1, 2006. On September 19, 2005, the Compensation Committee of the Company’s Board of Directors accelerated the vesting of all outstanding and unvested employee stock options, requiring that the Company record a $12.4 million non-cash expense. The vesting period for stock options held by the non-employee members of the Board of Directors was not accelerated. Also, in connection with the acceleration of vesting of the stock options, the Compensation Committee of the Company’s Board of Directors is modifying the structure of its compensation program to reduce the number of stock options awarded in the future, to reduce the number of employees eligible for awards and to incorporate a restricted stock element that includes performance standard objectives. The Company estimates compensation expense related to SFAS 123(R) will be less than $500,000 in 2006 without consideration of future awards.

(2) Accounts Receivable

      Accounts receivable consists of:

	December 31,
	2005		2004
	(In thousands)
Trade customers	$	331,884	$	318,875
Equipment manufacturers		3,385		1,756
Income tax receivable		3,002		19,469
Other		5,417		3,933
		343,688		344,033
Less allowance for doubtful accounts		14,352		12,940
	$	329,336	$	331,093

42

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The schedule of allowance for doubtful accounts is as follows:

	Beginning									Ending
	Balance		Additions		Recoveries		Writeoffs			Balance
	(In thousands)
Years ended December 31:
2005	$	12,940	$	7,130	$	227	$	(5,945	)	$	14,352
2004	$	7,983	$	7,316	$	33	$	(2,392	)	$	12,940
2003	$	12,185	$	8,440	$	7	$	(12,649	)	$	7,983

(3) Assets Held For Sale

      As of December 31, 2005, assets held for sale, which are stated at the lower of depreciated cost or fair value less costs to sell, consist of two properties and certain noncore assets, principally specialized trailers. The Company expects to dispose of these assets within the next twelve months and does not expect any material loss on these dispositions. During 2005, the Company identified certain trailers that will no longer be utilized by the Company. The majority of these trailers are specialized equipment and the Company recorded an expense of $6.4 million to reduce the carrying value of these assets to their fair value less costs to sell. This charge is included in depreciation, amortization and impairment expense. Also in 2005, the Company recorded a $1.3 million charge to reduce the carrying value of an underutilized Mexican facility to its fair value less cost to sell. The charge is included in other expense on the Consolidated Statement of Earnings.

      As of December 31, 2004, assets held for sale included four properties and the autohaul revenue producing equipment and related Selkirk facility. We recorded a $4.0 million impairment to the autohaul assets in 2004. This impairment is recorded within depreciation, amortization and impairment expense.

      The Company disposed of two properties in 2003, which had been identified as of December 31, 2002 as assets held for sale and stated at the lower of depreciated cost or fair value less costs to sell. The Company received $8.7 million, net of expenses, and recognized a gain of $453,000, which is included in Other Income on the Consolidated Statement of Earnings.

(4) Equity Investment — Transplace

      The Company and four other large transportation companies contributed their transportation logistics businesses along with associated intangible assets to Transplace, a leading provider of logistics and transportation management services. Transplace commenced operations on July 1, 2000. The Company also contributed $10,000,000 to Transplace in 2000.

      As a transportation logistics company, Transplace manages shippers’ transportation needs and receives a fee for this service. The Company may receive from Transplace the opportunity to provide transportation services to shippers. Through the second quarter of 2005, the Company was obligated to use Transplace to obtain any additional capacity required from other trucking companies for the Company’s customers. In 2005, Transplace agreed that all shareholders could source their additional capacity needs and hence, the Company restarted its own brokerage operation. During the years ended December 31, 2005, 2004 and 2003, the Company received less than 3% of its operating revenue from Transplace and paid less than 4% of its purchased transportation to Transplace.

      The Company’s interest in Transplace, which is accounted for using the equity method, is approximately 29%. The Company recorded equity losses of $3.7 million, $2.9 million and $1.2 million in other expense during the years ending December 31, 2005, 2004 and 2003, respectively for Transplace.

43

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company’s equity in the net assets of Transplace exceeds its investment account by approximately $30 million as of December 31, 2005 and 2004. As Transplace records amortization or impairment of goodwill and intangibles, the Company will accrete an equal amount of basis difference to offset such amortization or impairment.

      The Company received $19.1 million, $43.0 million and $53.8 million in operating revenue in 2005, 2004 and 2003, respectively, for transportation services provided to Transplace. At December 31, 2005 and 2004, $2.1 million and $5.1 million, respectively, was owed to the Company for these services.

(5) Notes Receivable

      In January 2005, the Company loaned $6.3 million to Transplace Texas, LP, a subsidiary of Transplace, Inc. of which the Company owns an equity interest of approximately 29%. This note receivable is being reduced as the Company records its portion of the losses incurred by Transplace. As of December 31, 2005, this note has been reduced by approximately $3.5 million. At such time as the note is repaid in full, the amount of losses previously recorded as a reduction of the note receivable will be recognized as a gain.

      In April 2005, we completed the sale of our autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million was paid on July 15, 2005, $0.6 million was paid on January 15, 2006 and $17 million is payable to Swift in the form of a subordinated note due over a six year period ending April 2011.

      Notes receivable consist of the following:

		December 31,
		2005			2004
		(In thousands)
Note receivable of $6,331,000 from Transplace, net of equity losses, bearing interest of 6% per annum and principal due and payable on January 7, 2007		$	2,841
Notes receivable from Auto Carrier Holdings, Inc.:
	(1) $17,000,000 accruing interest at 1 1/2% through April 2006 and 4% thereafter due and payable quarterly in arrears. Principal is due and payable in quarterly installments of $354,167 beginning June 30, 2007 through March 31, 2011. The remaining balance is due April 2011
	(2) $635,000 accruing interest at 4% payable quarterly, principal paid January 15, 2006		17,635
Note receivable from Transportes EASO, payable on demand			2,418			3,960
			22,894			3,960
Less current portion			(635	)
Notes receivable, less current portion		$	22,259		$	3,960

44

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(6) Accrued Liabilities

      Accrued liabilities consists of:

	December 31,
	2005		2004
	(In thousands)
Employee compensation	$	42,628	$	53,960
Fuel and mileage taxes		2,592		2,341
Income taxes payable		5,763		34,514
Other		23,737		5,839
	$	74,720	$	96,654

(7) Claims Accruals

      The Company’s insurance program for workers compensation, liability, physical damage and cargo damage involves self-insurance, with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers adequate.

      Claims accruals represent accruals for the uninsured portion of pending claims at December 31, 2005 and 2004. The current portion reflects the amounts of claims expected to be paid in the following year. These accruals are estimated based on management’s evaluation of the nature and severity of individual claims and an estimate of future claims development based on the Company’s past claims experience. Claims accruals also include accrued medical expenses under the Company’s group medical insurance program. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends.

(8) Accounts Receivable Securitization

      In December 1999, the Company (through a wholly-owned bankruptcy-remote special purpose subsidiary) entered into an agreement to sell, on a revolving basis, interests in its accounts receivable to two unrelated financial entities. The bankruptcy-remote subsidiary has the right to repurchase the receivables from the unrelated entities. Therefore, the transaction does not meet the criteria for sale treatment under the accounting standards and is reflected as a secured borrowing in the financial statements.

      In the fourth quarter of 2005 we expanded our accounts receivable securitization by $50 million. Under the amended agreement, the Company can receive up to a maximum of $300 million of proceeds, subject to eligible receivables and will pay a program fee recorded as interest expense, as defined in the agreement. The committed term was also extended to December 20, 2006. The Company will pay commercial paper interest rates on the proceeds received (approximately 4.25% at December 31, 2005). The proceeds received will be reflected as a current liability on the consolidated financial statements because the committed term, subject to annual renewals, is 364 days. As of December 31, 2005 and 2004 there were $245 million and $240 million, respectively, of proceeds received.

(9) Fair Value of Operating Lease Guarantees

      The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. As of December 31, 2005 and 2004, the Company has recorded a liability for the estimated fair value of the guarantees, entered into subsequent to January 1,

45

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2003, in the amount of $1.4 million and $1.6 million, respectively. The maximum potential amount of future payments the Company would be required to make under all of these guarantees is $21.8 million.

(10) Borrowings Under Revolving Credit Agreement

      Our recently amended credit facility is a $550 million revolving credit agreement with a group of lenders and matures in December 2010. Interest on outstanding borrowings is based upon one of two options, which we select at the time of borrowing: the bank’s prime rate or the London Interbank Offered Rate (LIBOR) plus applicable margins ranging from 40 to 100 basis points, as defined in the Credit Agreement (currently 75 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 8 to 17.5 basis points (currently 15 basis points). As of December 31, 2005 and 2004, there was $164 million and $165 million, respectively, outstanding under the line of credit. There are $189 million of letters of credit outstanding on our line of credit as of December 31, 2005 leaving $197 million available.

      The Credit Agreement requires the Company to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. As of December 31, 2005 the Company is in compliance with these debt covenants.

      The Credit Agreement includes financing for letters of credit. The Company has outstanding letters of credit primarily for workers’ compensation and liability self-insurance purposes totaling $189 million at December 31, 2005.

(11) Obligations Under Capital Leases and Long-Term Debt

      The Company leases certain revenue equipment under capital leases. The Company’s capital leases contain guarantees of residual values. Certain leases contain renewal or fixed price purchase options. The leases are collateralized by revenue equipment with a cost of $3.7 million and $28.5 million and accumulated amortization of $2.4 million and $9.9 million at December 31, 2005 and 2004, respectively. The amortization of the equipment under capital leases is included in depreciation expense.

46

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments and long-term debt:

		December 31,
		2005		2004
		(In thousands)
2005		$		$	15,068
2006			1,815		1,815
Total minimum lease payments			1,815		16,883
Less: Amount representing interest			29		720
Present value of minimum lease payments			1,786		16,163
Notes payable to commercial lending institutions with varying payments through the year 2005 with fixed interest rates ranging from 2.9% to 3.8%					829
	Total obligations under capital leases and long-term debt		1,786		16,992
Less current portion			1,786		15,205
Obligations under capital leases and long-term debt, less current portion		$		$	1,787

      For the years ended December 31, 2005, 2004 and 2003, the Company capitalized interest related to self-constructed assets totaling $774,000, $528,000 and $507,000, respectively.

(12) Senior Notes

      In June 2003, the Company completed a private placement of Senior Notes. The notes were issued in two series of $100 million each with an interest rate of 3.73% for those notes maturing on June 27, 2008 and 4.33% for those notes maturing on June 27, 2010 with interest payable on each semiannually in June and December. The notes contain financial covenants relating to leverage, fixed charge coverage and tangible net worth. As of December 31, 2005, the Company was in compliance with these debt covenants.

(13) Derivative Financial Instruments

      The Company is a party to swap agreements that are used to manage exposure to interest rate movement by effectively changing the variable rate to a fixed rate. Since these instruments did not qualify for hedge accounting, the changes in the fair value of the interest rate swap agreements will be recognized in net earnings until maturities up to March 2009.

      For the years ended December 31, 2005, 2004 and 2003, the Company recognized a gain for the change in fair market value of the interest rate swap agreements of $3.3 million, $2.6 million and $2.1 million. The changes in fair market value of the interest rate swap agreements are recorded as interest expense.

47

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(14) Commitments

     Operating Leases

      The Company leases various revenue equipment and terminal facilities under operating leases. At December 31, 2005, the future minimum lease payments under noncancelable operating leases are as follows:

	Revenue
Years Ending December 31,	Equipment		Facilities		Total
	(In thousands)
2006	$	38,873	$	1,545	$	40,418
2007		29,831		601		30,432
2008		3,512		435		3,947
2009		115		227		342
2010				38		38
Thereafter
Total minimum lease payments	$	72,331	$	2,846	$	75,177

      The revenue equipment leases generally include purchase options exercisable at the completion of the lease. The Company recorded net losses of approximately $811,000, $3,378,000 and $247,000 from the sale of leased revenue equipment pursuant to exercise of purchase options on revenue equipment in 2005, 2004, and 2003, respectively.

Purchase Commitments

      The Company had commitments outstanding to acquire revenue equipment for approximately $564 million at December 31, 2005. These purchases are expected to be financed by operating leases, debt, proceeds from sales of existing equipment and cash flows from operations. The Company has the option to cancel such commitments with 90 days notice.

      In addition, the Company had remaining commitments of $5.8 million as of December 31, 2005 under contracts relating to acquisition, development and improvement of facilities.

Guarantees

      The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. The maximum potential amount of future payments the Company would be required to make under these guarantees is $35 million.

(15) Contingencies

      The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. Based on the knowledge of the facts and, in certain cases, opinions of outside counsel, management believes the resolution of claims and pending litigation will not have a material adverse effect on the Company.

(16) Stockholders’ Equity

      The Company purchased 1,988,181, 14,132,249 and 1,201,000 shares of its common stock for a total cost of $39.5 million, $252.6 million and $18.9 million during 2005, 2004 and 2003, respectively. All of the shares purchased are being held as treasury stock and may be used for issuances under the Company’s employee

48

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock option and purchase plans or for other general corporate purposes. The Company has adopted and implemented a new repurchase program, under which it may acquire its common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. The purchases will be made in accordance with SEC rules 10b5-1 and 10b-18, which limit the amount and timing of repurchases and removes any discretion with respect to purchases on the part of the Company.

Stock Option Plans

      The Company has a number of stock options under various plans. Options granted to employees have been granted with an exercise price equal to 85 or 100 percent of the market price on the grant date and expire on the tenth anniversary of the grant date. The majority of options granted by Swift to employees vest 20 percent per year beginning on the fifth anniversary of the grant date or vest pro-rata over a nine year period. Options granted to Swift non-employee directors have been granted with an exercise price equal to 85 percent or 100 percent of the market price on the grant date, vest beginning on the grant date and expire on the sixth anniversary of the grant date.

      In September 2005, the Compensation Committee of the Company’s Board of Directors accelerated the vesting of all outstanding and unvested employee stock options. There were 7.3 million options accelerated of which 3.7 million options had a strike price in excess of the fair market value of $18.42 on the acceleration date. The options which were originally awarded at a discount from market value are now retroactively subject to new tax regulations regarding deferred compensation which impose a 20% excise tax to income created by the exercise of these options after December 31, 2005. The remaining options that were accelerated allowed, among other things, the Company to recognize an expense in 2005 which was significantly less than the compensation expense that would be recognized beginning in 2006 in accordance with Statement of Financial Standards No. 123(R). The vesting periods for stock options held by the non-employee members of the Board of Directors were not accelerated. The Company recorded a $12.4 million non-cash expense in September 2005 to account for the acceleration. To assist employees in addressing the new deferred compensation rules, the Company allowed employees to voluntarily amend stock option agreements to change the exercise date to a future date. Therefore, due to these amendments, subsequent awards and the non-acceleration of stock options of non-employee members of the Board of Directors, not all outstanding options are reflected as exercisable in the chart below. The compensation cost related to the nonvested awards is expected to be $1.6 million over the remaining service periods through 2014.

      As of December 31, 2005, the Company is authorized to grant an additional 5,091,054 million shares.

      The fair value of each option grant is estimated on the date of grant using the Black-Sholes option-pricing model with the following weighted-average assumptions used for grants in 2003 through 2005:

	2005			2004			2003
Dividend yield		0	%		0	%		0	%
Expected volatility		45	%		45	%		40	%
Risk free interest rate		4.47	%		4.0	%		4.2	%
Expected lives (days after vesting date)		128			179			172

49

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      A summary of the status of the Company’s fixed stock option plans as of December 31, 2005, 2004 and 2003, and changes during the years then ended on those dates is presented below:

		2005					2004					2003
					Weighted-					Weighted-					Weighted-
					Average					Average					Average
					Exercise					Exercise					Exercise
		Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year			8,942,348		$	15.57		8,298,723		$	14.50		6,944,487		$	12.41
Granted
	At market value		1,929,995		$	22.24		2,008,537		$	18.17
	Below market value							481,785		$	13.84		2,527,000		$	18.42
Exercised			(3,433,909	)	$	14.12		(785,339	)	$	11.72		(840,857	)	$	9.85
Forfeited			(971,036	)	$	17.61		(1,061,358	)	$	14.34		(331,907	)	$	12.48
Outstanding at end of year			6,467,398		$	18.05		8,942,348		$	15.57		8,298,723		$	14.50
Options exercisable at year-end			5,561,360					1,504,780					1,238,305
Weighted-average fair value of options granted during the year
	At market value	$	12.49				$	9.84				$
	Below market value	$					$	10.13				$	12.97

      The following table summarizes information about fixed stock options outstanding at December 31, 2005:

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life		Price		Exercisable		Price
$5.61 to $16.26		1,303,118		1.84	$	11.92		1,097,268	$	11.79
$16.37 to $17.65		1,325,599		6.11	$	17.41		1,220,599	$	17.43
$18.36		25,000		4.16	$	18.36		25,000	$	18.36
$18.54		1,350,131		3.20	$	18.54		916,143	$	18.54
$18.67 to $24.97		2,463,550		8.51	$	21.38		2,302,350	$	21.25
		6,467,398		5.55	$	18.05		5,561,360	$	18.09

Employee Stock Purchase Plan

      Under the Employee Stock Purchase Plan, the Company is authorized to issue up to 6.5 million shares of common stock to full-time employees, nearly all of whom are eligible to participate. Under the terms of the Plan, employees can choose each year to have up to 15 percent of their annual base earnings withheld to purchase the Company’s common stock. The purchase price of the stock is 85 percent of the lower of the beginning-of-period or end-of-period (each period being the first and second six calendar months) market price. Each employee is restricted to purchasing during each period a maximum of $12,500 of stock determined by using the beginning-of-period price. Under the Plan, the Company issued 297,044, 360,360 and 356,646 shares to 2,100, 2,349 and 2,627 employees in 2005, 2004 and 2003, respectively. Compensation cost

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

is calculated as the fair value of the employees’ purchase rights, which was estimated using the Black-Scholes model with the following assumptions:

	2005		2004		2003
Dividend yield		0%		0%		0%
Expected volatility		45%		45%		40%
Risk free interest rate		2.50%		2.55%		1%

      The weighted-average fair value of those purchase rights granted in 2005, 2004 and 2003 was $6.24, $5.42 and $5.12, respectively.

(17) Income Taxes

      Income tax expense consists of:

		Years Ended December 31,
		2005		2004			2003
		(In thousands)
Current expense:
	Federal	$	53,935	$	32,720		$	16,279
	State		5,129		2,192			1,395
	Foreign		457					371
			59,521		34,912			18,045
Deferred expense (benefit):
	Federal		2,027		24,086			28,153
	State		1,012		(4,562	)		2,413
	Foreign		663		2,031
			3,702		21,555			30,566
		$	63,223	$	56,467		$	48,611

      The Company’s effective tax rate was 38%, 35%, and 38% in 2005, 2004 and 2003, respectively. The actual tax expense differs from the “expected” tax expense (computed by applying the U.S. Federal corporate income tax rate of 35% to earnings before income taxes) as follows:

		Years Ended December 31,
		2005			2004			2003
		(In thousands)
Computed “expected” tax expense		$	57,522		$	55,982		$	44,794
Increase (decrease) in income taxes resulting from:
	State income taxes, net of federal income tax benefit		3,992			3,209			2,496
	Per diem allowances		2,793			1,676
	State tax rate change in deferred items					(4,614	)
	Other, net of tax credits		(1,084	)		214			1,321
		$	63,223		$	56,467		$	48,611

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The net effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

			December 31,
			2005			2004
			(In thousands)
Deferred tax assets:
	Claims accruals		$	94,609		$	74,664
	Allowance for doubtful accounts			4,007			4,852
	Accrued liabilities			1,485			3,314
	Derivative financial instruments			723			1,962
	Equity investments			4,580			2,466
	Amortization of discount on stock options			3,363			2,521
	Other			3,595			1,914
		Total deferred tax assets		112,362			91,693
Deferred tax liabilities:
	Property and equipment, principally due to differences in depreciation			(354,166	)		(329,035	)
	Prepaid taxes, licenses and permits deducted for tax purposes			(14,124	)		(8,513	)
	Contractual commitments deducted for tax purposes			(10,522	)		(16,159	)
	Other			(10,624	)		(11,358	)
		Total deferred tax liabilities		(389,436	)		(365,065	)
		Net deferred tax liability	$	(277,074	)	$	(273,372	)

      These amounts are presented in the accompanying consolidated balance sheets as follows:

	December 31,
	2005			2004
	(In thousands)
Current deferred tax asset	$	22,319		$	12,839
Noncurrent deferred tax liability		(299,393	)		(286,211	)
Net deferred tax liability	$	(277,074	)	$	(273,372	)

      U.S. income and foreign withholding taxes have not been provided on approximately $38 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the U.S.. Because the Company intends to reinvest these earnings indefinitely outside the U.S., it is not required to provide U.S. income taxes on them until they are repatriated in the form of dividends or otherwise.

52

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(18) Earnings Per Share

      The computation of basic and diluted earnings per share is as follows:

	Year Ending December 31,
	2005		2004		2003
	(In thousands, except
	per share amounts)
Net earnings	$	101,127	$	103,482	$	79,371
Weighted average shares:
Common shares outstanding for basic earnings per share		72,540		79,306		83,474
Equivalent shares issuable upon exercise of stock options		1,283		870		1,253
Diluted shares		73,823		80,176		84,727
Basic earnings per share	$	1.39	$	1.30	$	.95
Diluted earnings per share	$	1.37	$	1.29	$	.94

      Equivalent shares issuable upon exercise of stock options exclude 1,310,000, 3,979,000 and 1,452,000 shares in 2005, 2004 and 2003, respectively, as the effect was antidilutive.

(19) Accumulated Other Comprehensive Loss

      In conjunction with the June 2003 private placement of Senior Notes, the Company entered into a cash flow hedge to lock the benchmark interest rate used to set the coupon rate for $50 million of the notes. The Company terminated the hedge when the coupon rate was set and paid $1.1 million, which is recorded as accumulated other comprehensive loss in stockholders’ equity. This amount will be amortized as a yield adjustment of the interest rate on the seven-year series of notes. The Company amortized $152,000, $145,000 and $70,000 into interest expense during the years ended December 31, 2005, 2004 and 2003, respectively.

(20) Settlement of Litigation

      In June 2002, the Company entered into a settlement agreement with an insurance company. Pursuant to this settlement, the insurance company agreed to provide certain insurance coverage, at no cost to the Company, through December 2004 in exchange for the Company releasing all claims that were the subject of the litigation. The Company recognized this settlement amount as a reduction of insurance expense as the insurance coverage was provided during the period from July 1, 2002 through December 31, 2004. In addition, the Company deferred $21.1 million of legal expenses, which were paid pursuant to a contingent fee arrangement based upon the Company’s estimated valuation of the insurance provided of between $65 million and $74 million. In the event that the Company did not receive the future insurance coverage due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers, the Company would have received a reimbursement of its legal expenses on a declining basis ranging from $15.8 million through December 15, 2002 to $3.9 million through July 1, 2004. These legal expenses were amortized on a straight-line basis over the thirty-month period beginning July 1, 2002 through December 31, 2004.

(21) Employee Benefit Plans

      The Company maintains a 401(k) profit sharing plan for all employees who are 19 years of age or older and have completed six months of service. The Plan provides for a mandatory matching contribution equal to the amount of the employee’s salary reduction, but not to exceed 1% of the employee’s compensation. Also, the plan provides for a discretionary contribution not to exceed 4% of the employee’s compensation, limited to the amount permitted under the Internal Revenue Code as deductible expenses. The Company may also make

53

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

voluntary profit sharing contributions. Beginning in 2006, the Company will match up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment. The Company’s expense totaled approximately $10.7 million, $8.1 million and $8.2 million for 2005, 2004 and 2003, respectively.

(22) Key Customer

      Services provided to the Company’s largest customer, Wal Mart, generated 15%, 15% and 12% of operating revenue in 2005, 2004 and 2003, respectively. No other customer accounted for 10% or more of operating revenue in any reporting period.

(23) Related Party Transactions

      On April 1, 2005, Robert W. Cunningham, current Chief Executive Officer sold his business, Cunningham Commercial Vehicles, a Freightliner dealership to an unrelated third party and retains no continuing interest. Prior to the sale of Cunningham Commercial Vehicles, Swift purchased tractors, parts and services from this business totaling $20 million, $25 million and $84 million in 2005, 2004 and 2003, respectively. At December 31, 2005 Swift owed nothing for these purchases and at December 31, 2004, Swift owed $347,000. Mr. Cunningham also owned 50% of Nexuse Manufacturing, from whom Swift purchased a truck repair facility (and accompanying parts and equipment) in July 2004. The facility was purchased for $800,000 and the parts and equipment purchase totaled $10,825. There were no transactions between Swift and Nexuse Manufacturing in 2005. Mr. Cunningham is no longer a part owner of Nexuse.

      Swift obtains drivers for the owner-operator portion of its fleet by entering into contractual arrangements either with individual owner-operators or with fleet operators. Fleet operators maintain a fleet of tractors and directly negotiate with a pool of owner-operators and employees whose services the fleet operator then offers to Swift. One of the largest fleet operators with whom Swift does business is Interstate Equipment Leasing, Inc. (“IEL”), a corporation wholly-owned by Jerry Moyes, a member of Swift’s Board of Directors. Swift pays the same or comparable rate per mile for purchased transportation services to IEL that it pays to independent owner-operators and other fleet operators. During 2005, 2004 and 2003, Swift paid $25.5 million, $13.1 million and $17.3 million to IEL for purchased transportation services. Swift owed $444,000 and $536,000 for these purchased transportation services at December 31, 2005 and 2004, respectively.

      Swift also purchases new tractors and sells them to IEL at a mark-up over Swift’s cost. Both the purchase price of the tractors and Swift’s margin are prepaid by IEL before Swift acquires the tractors. IEL then leases the tractors to its pool of owner-operators and employees, including owner-operators that haul loads for Swift. Swift believes this arrangement allows it to obtain ready access to IEL’s pool of owner-operators while avoiding the carrying and overhead costs associated with owning the tractors and leasing them to owner-operators. In 2005, 2004 and 2003, Swift acquired new tractors and sold them to IEL for $1.4 million, $17.2 million and $54.0 million, respectively and recognized fee income of $54,000, $600,000 and $1.9 million respectively.

      In addition, in prior years Swift sold used tractors to IEL, however, there were no used equipment sales to IEL in 2005. During 2004 and 2003 Swift sold used revenue equipment totaling $89,500 and $319,000 respectively, and recognized a gain of $41,000 and $23,000 in 2004 and 2003. At December 31, 2005 and 2004 nothing was owed to Swift for this equipment. Swift also provides drivers and trainees to IEL to operate IEL trucks on Swift loads. In 2005, 2004 and 2003, respectively, Swift received $5.2 million, $2.7 million and $4.9 million from IEL for wages and benefits of drivers and trainees provided to IEL for this purpose. At December 31, 2005 and 2004, Swift was owed $513,000 and $198,000, respectively for these services. Swift paid IEL $118,000, $104,000 and $135,000 during 2005, 2004 and 2003, respectively, for various other services (including driver security deposits transferred from MS Carriers to IEL upon drivers obtaining new leases and

54

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reimbursement to IEL for Prepass usage by their drivers on Swift loads). Also in 2005, Swift purchased two tractors from IEL, totaling $88,000. There were no purchases of tractors from IEL in 2004 or 2003.

      Swift Aviation Services, Inc. and Swift Air, Inc. corporations wholly-owned by Jerry Moyes, provide air transportation services to Swift. These services totaled $587,000, $395,000, and $577,000 for the years ended December 31, 2005, 2004, and 2003, respectively. Swift owed nothing for these services at December 31, 2005 and 2004.

      Swift provides transportation, repair, facilities leases and other services to several trucking companies affiliated with Jerry Moyes as follows:

      Two trucking companies affiliated with Jerry Moyes hire Swift for truckload hauls for their customers: Central Freight Lines, Inc. (Central Freight), a publicly traded less-than truckload carrier and Central Refrigerated Service, Inc. (Central Refrigerated), a privately held refrigerated truckload carrier. Jerry Moyes previously owned an approximately 40% interest in Central Freight and served as its Chairman, and Central Freight’s board recently approved a buyout of the company by Mr. Moyes. Mr. Moyes is the principal stockholder of Central Refrigerated. Swift also provides repair, facilities leases and other truck stop services to Central Freight and Central Refrigerated. Swift recognized $15.7 million, $14.8 million, and $22.6 million in operating revenue in 2005, 2004 and 2003, respectively for these services to Central Freight and Central Refrigerated. At December 31, 2005 and 2004, $543,000 and $1 million, respectively, was owed to Swift for these services.

      Swift also provides freight services for two additional companies affiliated with Jerry Moyes — SME Industries and Aloe Splash/ Aloe Splash DIP with total operating revenues of $132,000, $336,000 and $247,000 recognized for years ended December 31, 2005, 2004 and 2003, respectively. At December 31, 2005 and 2004, $24,000 and $115,000, respectively, was owed to Swift for these services.

      The rates that Swift charges each of these companies for transportation services, in the case of truckload hauls, are market rates comparable to what it charges its regular customers, thus providing Swift with an additional source of operating revenue at its normal freight rates. The rates charged for repair and other truck stop services are comparable to what Swift charges its owner operators, which is at a mark up over Swift’s cost. In addition, Swift leases facilities from Central Freight and paid $240,000, $422,000 and $612,000 to this carrier for facilities rented in 2005, 2004 and 2003, respectively.

      The Company purchased $499,000, $284,000 and $2.4 million of refrigeration units and parts in 2005, 2004 and 2003, respectively, from Thermo King West, a Thermo King dealership owned by William F. Riley III, an executive officer of Swift until July 2005, who is also the father of Jeff Riley, a current executive officer of Swift. Thermo King Corporation, a unit of Ingersoll-Rand Company Limited, requires that all purchases of refrigeration units be made through one of its dealers. Thermo King West is the exclusive dealer in the southwest. Pricing terms are negotiated directly with Thermo King Corporation, with additional discounts negotiated between Swift and Thermo King West once pricing terms are fixed with Thermo King Corporation. Thermo King Corporation is one of only two companies that supplies refrigeration units that are suitable for Swift’s needs. In addition, to Thermo King West, Bill Riley owns Trucks West, operating franchised service and parts facilities for Volvo tractors. Swift purchased $706,000, $13,000 and $60,000 in parts and services from Trucks West in 2005, 2004 and 2003, respectively.

      Swift obtained legal services from Scudder Law Firm. Earl Scudder, a director of Swift until June 30, 2005, is a member of Scudder Law Firm. The rates charged to Swift for legal services reflect market rates charged by unrelated law firms for comparable services. Through June 30, 2005, and all of 2004 and 2003 Swift incurred fees for legal services from Scudder Law Firm in the amount of $14,000, $217,000 and $341,000, respectively.

55

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      All of the above related party arrangements were approved by the independent members of Swift’s Board of Directors.

(24) Fair Value of Financial Instruments

      Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values for its financial instruments. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Since the fair value is estimated as of December 31, 2005, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

      The following summary presents a description of the methodologies and assumptions used to determine such amounts.

Accounts Receivable and Payable

      Fair value is considered to be equal to the carrying value of the accounts receivable, accounts payable and accrued liabilities, as they are generally short-term in nature and the related amounts approximate fair value or are receivable or payable on demand.

Long-Term Debt, Obligations Under Capital Leases, Borrowings Under Revolving Credit Agreement and Accounts Receivable Securitization

      The fair value of all of these instruments is assumed to approximate their respective carrying values given the duration of the notes, their interest rates and underlying collateral.

Senior Notes

      The fair value of the Senior Notes, measured as the present value of the future cash flows using the current borrowing rate for comparable maturity notes, is estimated to be $194.3 million as of December 31, 2005.

(25) Acquisition of Merit Distribution Services, Inc.

      On July 1, 2003, the Company completed the acquisition of certain assets of Merit Distribution Services, Inc. Merit’s fleet consisted of 825 tractors, including 140 owner-operators, and 1,400 trailers of which 455 tractors and 1,100 trailers were leased. Merit’s primary business consists of a series of dedicated regional trucking fleets that serve Wal-Mart’s grocery distribution centers and retail outlets. This acquisition enhanced our relationship with Wal-Mart, our largest customer. The results of Merit’s operations have been included in the consolidated financial statements since July 1, 2003.

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Customer relationship intangible asset	$	40,726
Goodwill		16,333
Revenue equipment		27,050
Other assets		1,601
Liabilities assumed		(4,120	)
Cash paid	$	81,590

      The value assigned to the customer relationship intangible asset was determined by performing a valuation analysis using historical financial and non-financial information obtained about Merit. Since we cannot reliably determine the pattern in which economic benefits of the customer relationship intangible are consumed, the asset is being amortized on a straight-line basis over a 15-year period. All of the goodwill will be deductible for tax purposes.

      Information related to the customer relationship intangible asset is as follows:

		As of December 31,
		2005			2004
		(In thousands)
Customer relationship intangible asset:
	Gross carrying amount	$	45,726		$	45,726
	Accumulated amortization		(7,454	)		(4,406	)
		$	38,272		$	41,320

      The aggregate amortization expense related to customer relationship intangible asset was $3.0 million, $3.2 million and $1.1 million for the years ended December 31, 2005, 2004 and 2003, respectively. The estimated amortization expense for each of the next five years is approximately $3 million.

      The results of operations for the year ended December 31, 2003 as though the Merit acquisition had been completed as of the beginning of the year is as follows:

	Year Ended
	December 31, 2003
	(In thousands,
	except share data)
Operating revenue	$	2,471,000
Net earnings	$	82,954
Diluted earnings per share	$	.98

(26) Acquisition of Trans-Mex, Inc. S.A. DE C.V.

      In January 2004 we completed the acquisition of an additional 51% interest in Trans-Mex, Inc. S.A. de C.V. We now own 100% of this Mexican truckload carrier. The purchase price for this 51% interest was $31 million consisting of $10.8 million in cash and 942,155 shares of Swift common stock. Trans-Mex is one of the top five international trucking companies operating in Mexico. Through this acquisition, we became the only United States trucking company with a 100% ownership interest in a Mexican carrier. The results of Trans-Mex operations have been included in our consolidated financial statements since January 1, 2004.

      Trans-Mex was formed in 1990 and we held a 49% interest, accounted for under the equity method, at formation. Included in the formation documents was the pricing formula (EBITDA based) for our option to

57

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purchase the remaining 51%. Since we were purchasing a cash flow stream and there was no significant adjustment of the existing Trans-Mex assets to fair value, a significant amount of goodwill was recorded.

      The basis for determining the value assigned to the common stock issued in connection with the acquisition was the average of the closing price of our stock for the five days preceding the closing date as outlined in the purchase agreement. The variance between this price and the closing price on the acquisition date was immaterial.

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Goodwill	$	30,955
Revenue equipment		7,093
Other assets		2,433
Liabilities assumed		(9,319	)
Purchase price	$	31,162

      Management believes the goodwill will not be deductible for tax purposes.

      The results of operations for 2004 and 2003 as though the Trans-Mex acquisition had been completed as of the beginning of each respective period are as follows:

	Year Ended December 31,
	2004		2003
	(In thousands,
	except share data)
Revenue	$	2,826,201	$	2,408,951
Net earnings	$	103,514	$	80,046
Diluted earnings per share	$	1.29	$	0.95

(27) Sale of Autohaul Assets and Business

      In April 2005, we completed the sale of our autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million was paid on July 15, 2005, $0.6 million was paid on January 15, 2006, and $17 million is payable to Swift in the form of a note due over a six year period ending April 2011. As part of this transaction, Swift provided certain bookkeeping and other related services to the buyer on a transitional basis through December 2005. Swift will continue to provide certain information technology support through April 2006.

      Based on an evaluation in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we estimated that the transaction would result in a non-cash charge for impairment to the book value of certain of the assets to be sold of approximately $4.0 million on a pre-tax basis. This non-cash charge was recognized under generally accepted accounting principles in the fourth quarter of 2004 and recorded in depreciation, amortization and impairment expense.

58

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(28) Quarterly Results of Operations (Unaudited)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(In thousands, except share data)
Year Ended December 31, 2005
Operating revenue	$	742,618	$	798,255	$	812,934	$	843,648
Operating income		31,533		56,521		28,087		71,919
Net earnings		19,447		29,781		12,632		39,267
Basic earnings per share		.27		.41		.17		.54
Diluted earnings per share		.26		.40		.17		.53
Year Ended December 31, 2004
Operating revenue	$	622,374	$	691,032	$	727,318	$	785,477
Operating income		14,660		59,498		45,076		61,333
Net earnings		6,404		34,584		25,699		36,795
Basic earnings per share		.08		.43		.32		.50
Diluted earnings per share		.08		.43		.32		.50

(29) Subsequent Event

      In February 2006, the Company entered into a settlement agreement that resolved litigation in which the Company, as the plaintiff, claimed damages arising from errors and omissions by a former insurance broker. Under the terms of the settlement agreement, the Company received $5.15 million, which will be reflected as a reduction of insurance and claims expense in the first quarter of 2006.

59

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      The Company has never filed a Form 8-K to report a change in accountants because of a disagreement over accounting principles or procedures, financial statement disclosure, or otherwise.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

      Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in enabling the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period.

Changes in Internal Control Over Financial Reporting

      There have not been any changes in the our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

      Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

      Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2005.

      Management has engaged KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, to attest to and report on management’s evaluation of the Company’s internal control over financial reporting. Its report dated March 6, 2006 is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Swift Transportation Co., Inc.:

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Swift Transportation Co., Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Swift Transportation Co., Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable

60

assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that Swift Transportation Co., Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Swift Transportation Co., Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2005 and 2004 and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005 and our report dated March 6, 2006 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Phoenix, Arizona

March 6, 2006

Item 9B.      Other Information

      None

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PART III

Item 10. Directors and Executive Officers of the Registrant

      Information with respect to continuing directors and nominees is set forth under the captions “Information Concerning Directors, Nominees and Officers,” “Meetings of the Board of Directors and its Committees,” and “Director Compensation” in the Registrant’s Notice and Proxy Statement relating to its 2006 Annual Meeting of Stockholders (the “2006 Notice and Proxy Statement”) incorporated by reference into this Form 10-K Report. With the exception of the foregoing information and other information specifically incorporated by reference into this Form 10-K Report, the Registrant’s 2006 Notice and Proxy Statement is not being filed as a part hereof.

      We have adopted a code of ethics that applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer, and the Corporate Controller. A copy of our code of ethics has been filed as an exhibit to our 2003 Form 10-K. If we make any amendment to, or grant any waivers of, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver is required to be disclosed under Item 10 on Form 8-K or other applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore on our internet website at www.swifttrans.com.

Item 11. Executive Compensation

      Information required by this Item with respect to executive compensation is set forth under the captions “Executive Compensation,” and “Compensation Committee Interlocks and Insider Participation” in the 2006 Notice and Proxy Statement and is incorporated herein by reference; provided, however, that the information set forth under the captions “Compensation Committee Report on Executive Compensation” and “Stock Price Performance Graph” contained in the 2006 Notice and Proxy Statement are not incorporated by reference herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      Information required by Item 403 of Regulation S-K under this Item with respect to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Principal Stockholders and Management and Related Stockholder Matters” in the 2006 Notice and Proxy Statement and is incorporated herein by reference. Information required by Item 201(d) of Regulation S-K under this Item with respect to equity compensation plan information is included under the caption “Equity Compensation Plan Information as of December 31, 2005” in the 2006 Notice and Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      Information with respect to certain relationships and transactions of management is set forth under the caption “Certain Transactions and Relationships” and “Compensation Committee Interlocks and Insider Participation” in the 2006 Notice and Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

      Information required by this Item with respect to the fees and services of our principal accountant is included under the caption “Principal Accounting Fees and Services” in the 2006 Notice and Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

      (a) Financial Statements and Schedules.

      (i) Financial Statements

		Page or
		Method of Filing
(1)	Report of KPMG LLP	Page 34
(2)	Consolidated Financial Statements and Notes to Consolidated Financial Statements of the Company, including Consolidated Balance Sheets as of December 31, 2005 and 2004 and related Consolidated Statements of Earnings, Comprehensive Income, Stockholders’ Equity and Cash Flows for each of the years in the three-year period ended December 31, 2005	Pages 35-59

      (ii) Financial Statement Schedules

Schedules have been omitted because of the absence of conditions under which they are required or because the required material information is included in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements included herein.

      (b) Exhibits.

Exhibit				Page or
Number			Description	Method of Filing
	3	.1	Form of Amended and Restated Articles of Incorporation of the Registrant	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 30, 2002
	3	.2	Amended and Restated Bylaws of the Registrant	Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	4	.1	Specimen of Common Stock Certificate	Incorporated by reference to Exhibit 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1992
	10	.1	Stock Option Plan, as amended through November 18, 1994*	Incorporated by Reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (the “1994 Form 10-K”)
	10	.2	Non-Employee Directors Stock Option Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.8 of the 1994 Form 10-K
	10	.3	Employee Stock Purchase Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.9 of the 1994 Form 10-K
	10	.3.1	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan*	Incorporated by reference to Exhibit D of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 12, 2004 (the “2004 Proxy Statement”)
	10	.4	Swift Transportation Co., Inc. Retirement (401(k)) Plan dated January 1, 1992*	Incorporated by reference to Exhibit 10.14 of the Company’s Form S-1 Registration Statement No. #33-52454
	10	.5	1999 Stock Option Plan, as amended*	Incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement No. Registration No. 333-53566
	10	.6	Non-Employee Directors Stock Option Plan*	Incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 24, 2000

63

Exhibit				Page or
Number			Description	Method of Filing
	10	.7	Swift Transportation Co., Inc. 2005 Non- Employee Director Stock Option Plan*	Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2005
	10	.8	Swift Transportation Co., Inc. 2003 Stock Incentive Plan*	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 18, 2003
	10	.9	2004 Executive Management Incentive Plan*	Incorporated by reference to Exhibit E of the Company’s 2004 Proxy Statement
	10	.10	Swift Transportation Corporation Deferred Compensation Plan*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
	10	.11	Nonqualified Deferred Compensation Agreement*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (the “2000 First Quarter Form 10-Q”)
	10	.11.1	First Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.9.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004
	10	.11.2	Second Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated May 26, 2005
	10	.11.3	Third Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Filed herewith
	10	.12	Employment Agreement for Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.13	Non-Statutory Stock Option Agreement, dated November 3, 2004, between Swift Transportation Co., Inc. and Robert W. Cunningham*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.14	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.15	Offer Letter for Glynis Bryan*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.16	Offer Letter for Sam Cowley*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.17	Change in Control Agreement, dated October 27, 2005, between Swift Transportation Co., Inc. and Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	10	.18	Form of Change in Control Agreement for Mr. Cowley, Ms. Bryan and Ms. Calbi*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	10	.19	Form of Change in Control Agreement for Messrs. Stocking, Riley, Martin and Attwood and Ms. Kennedy*	Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K dated October 27, 2005

64

Exhibit				Page or
Number			Description	Method of Filing
	10	.20	Second Amended and Restated Revolving Credit Agreement dated December 16, 2005 among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Filed herewith
	10	.21	Amended and Restated Receivables Sale Agreement Dated December 21, 2005 Among Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Filed herewith
	10	.21.1	Purchase and Sale Agreement Dated December 30, 1999 between Swift Transportation Corporation and Swift Receivables Corporation	Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999
	10	.22	Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008 And $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
	10	.22.1	First Amendment Dated July 8, 2004 to Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008, and $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
	10	.23	Operating Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.19 of the 2000 First Quarter Form 10-Q
	10	.24	Initial Subscription Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.20 of the 2000 First Quarter Form 10-Q
	14		Code of Ethics	Incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003
	21		Subsidiaries of Registrant	Filed herewith
	23		Consent of KPMG LLP	Filed herewith
	31	.1	Section 302 Certification of Robert W. Cunningham, Chief Executive Officer and President	Filed herewith
	31	.2	Section 302 Certification of Glynis A. Bryan, Chief Financial Officer	Filed herewith
	32		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

*  Indicates a compensation plan

65

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, this 6th day of March, 2006.

SWIFT TRANSPORTATION CO., INC.,

a Nevada corporation

By  /s/ Robert W. Cunningham

Robert W. Cunningham

Chief Executive Officer and

President

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Jock Patton Jock Patton	Chairman of the Board	March 6, 2006
/s/ Robert W. Cunningham Robert W. Cunningham	Chief Executive Officer, President and Director (Principal Executive Officer)	March 6, 2006
/s/ Glynis A. Bryan Glynis A. Bryan	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 6, 2006
/s/ Samuel C. Cowley Samuel C. Cowley	Executive Vice President, General Counsel, and Director	March 6, 2006
/s/ Karl Eller Karl Eller	Director	March 6, 2006
/s/ Alphonse E. Frei Alphonse E. Frei	Director	March 6, 2006
/s/ David Goldman David Goldman	Director	March 6, 2006
/s/ Paul M. Mecray Paul M. Mecray III	Director	March 6, 2006
/s/ Jerry C. Moyes Jerry C. Moyes	Director	March 6, 2006
/s/ Karen E. Rasmussen Karen E. Rasmussen	Director	March 6, 2006

66

EXHIBIT INDEX

Exhibit				Page or
Number			Description	Method of Filing
	3	.1	Form of Amended and Restated Articles of Incorporation of the Registrant	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 30, 2002
	3	.2	Amended and Restated Bylaws of the Registrant	Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	4	.1	Specimen of Common Stock Certificate	Incorporated by reference to Exhibit 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1992
	10	.1	Stock Option Plan, as amended through November 18, 1994*	Incorporated by Reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (the “1994 Form 10-K”)
	10	.2	Non-Employee Directors Stock Option Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.8 of the 1994 Form 10-K
	10	.3	Employee Stock Purchase Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.9 of the 1994 Form 10-K
	10	.3.1	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan*	Incorporated by reference to Exhibit D of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 12, 2004 (the “2004 Proxy Statement”)
	10	.4	Swift Transportation Co., Inc. Retirement (401(k)) Plan dated January 1, 1992*	Incorporated by reference to Exhibit 10.14 of the Company’s Form S-1 Registration Statement No. #33-52454
	10	.5	1999 Stock Option Plan, as amended*	Incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement No. Registration No. 333-53566
	10	.6	Non-Employee Directors Stock Option Plan*	Incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 24, 2000
	10	.7	Swift Transportation Co., Inc. 2005 Non- Employee Director Stock Option Plan*	Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2005
	10	.8	Swift Transportation Co., Inc. 2003 Stock Incentive Plan*	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 18, 2003
	10	.9	2004 Executive Management Incentive Plan*	Incorporated by reference to Exhibit E of the Company’s 2004 Proxy Statement
	10	.10	Swift Transportation Corporation Deferred Compensation Plan*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
	10	.11	Nonqualified Deferred Compensation Agreement*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (the “2000 First Quarter Form 10-Q”)
	10	.11.1	First Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.9.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004

Exhibit				Page or
Number			Description	Method of Filing
	10	.11.2	Second Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated May 26, 2005
	10	.11.3	Third Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Filed herewith
	10	.12	Employment Agreement for Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.13	Non-Statutory Stock Option Agreement, dated November 3, 2004, between Swift Transportation Co., Inc. and Robert W. Cunningham*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.14	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.15	Offer Letter for Glynis Bryan*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.16	Offer Letter for Sam Cowley*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.17	Change in Control Agreement, dated October 27, 2005, between Swift Transportation Co., Inc. and Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	10	.18	Form of Change in Control Agreement for Mr. Cowley, Ms. Bryan and Ms. Calbi*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	10	.19	Form of Change in Control Agreement for Messrs. Stocking, Riley, Martin and Attwood and Ms. Kennedy*	Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	10	.20	Second Amended and Restated Revolving Credit Agreement dated December 16, 2005 among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Filed herewith
	10	.21	Amended and Restated Receivables Sale Agreement Dated December 21, 2005 Among Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Filed herewith
	10	.21.1	Purchase and Sale Agreement Dated December 30, 1999 between Swift Transportation Corporation and Swift Receivables Corporation	Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999

Exhibit				Page or
Number			Description	Method of Filing
	10	.22	Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008 And $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
	10	.22.1	First Amendment Dated July 8, 2004 to Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008, and $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
	10	.23	Operating Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.19 of the 2000 First Quarter Form 10-Q
	10	.24	Initial Subscription Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.20 of the 2000 First Quarter Form 10-Q
	14		Code of Ethics	Incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003
	21		Subsidiaries of Registrant	Filed herewith
	23		Consent of KPMG LLP	Filed herewith
	31	.1	Section 302 Certification of Robert W. Cunningham, Chief Executive Officer and President	Filed herewith
	31	.2	Section 302 Certification of Glynis A. Bryan, Chief Financial Officer	Filed herewith
	32		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

*  Indicates a compensation plan

EX-10.11.3 2 p71891exv10w11w3.txt EXHIBIT 10.11.3 EXHIBIT 10.11.3 THIRD AMENDMENT TO NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT This Third Amendment to Non-Qualified Deferred Compensation Agreement (this "Amendment") is made and entered into this ____ day of December, 2005, between SWIFT TRANSPORTATION CO., INC., an Arizona corporation ("Swift"), and WILLIAM F. RILEY, III, a resident of Phoenix, Arizona ("Riley"). RECITALS WHEREAS, the parties to this Amendment previously entered into that certain Non-Qualified Deferred Compensation Agreement with an effective date of March 14, 2000 (the "Original Agreement") as amended by the First Amendment to the Original Agreement dated October 19, 2004 (the "First Amendment") and the Second Amendment to the Original Agreement dated May, 2005 (with the Original Agreement and the First and Second Amendments hereinafter sometimes collectively referred to herein as the "Agreement"); WHEREAS, the parties wish to further amend the Agreement to comply with the provisions of the proposed regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and IRS Notice 2005-1 (the "Notice") issued by the IRS with respect to Code Section 409A. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 1.d. of the Agreement is amended and restated as follows: d. Withdrawal from Account. It is acknowledged and understood that, upon the earlier of the events specified in Section 2.a., b., or c. of this Agreement, Swift shall withdraw funds from the Account equal to the installment amounts determined pursuant to Section 2.d. of this Agreement and shall pay such amounts to Riley or his beneficiary. 2. Section 2 shall be amended by adding the following language after the heading. Upon the earlier of the events specified in Section 2.a., b., or c. below, Swift shall distribute amounts to Riley or his beneficiary as determined pursuant to Section 2.d. below. 3. Section 2.a. is amended by deleting the last sentence of Section 2.a. and replacing it with the following sentence: For purposes of this Agreement, the term "permanent disability" shall mean that Riley is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for at least 12 months. 4. Section 2.f. of the Agreement is amended and restated as follows: f. Section 409A to Govern. Notwithstanding any other provision of this Agreement to the contrary, as it is the parties' intent to comply with Section 409A of the Code, the Notice, and the Treasury Regulations promulgated under Code Section 409A. To that end, payments of amounts payable under this Agreement shall be paid upon the earlier of the events specified in Section 2.a., b., or c. of this Agreement and neither Swift nor Riley shall have the right to otherwise accelerate or delay the payment of amounts payable under this Agreement. 5. Except as modified by this Third Amendment, the terms of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed on the date first above written. SWIFT TRANSPORTATION CO., INC. By: /s/ Robert W. Cunningham ------------------------------------------ Robert W. Cunningham, Chief Executive Officer /s/ William F. Riley III - ------------------------ William F. Riley, III 2 EX-10.20 3 p71891exv10w20.txt EXHIBIT 10.20 Exhibit 10.20 Execution Copy SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 16, 2005 AMONG SWIFT TRANSPORTATION CO., INC., an Arizona corporation, as Borrower SWIFT TRANSPORTATION CO., INC., a Nevada corporation, as Holdings THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents. SUNTRUST CAPITAL MARKETS, INC., as Lead Arranger and Book Manager TABLE OF CONTENTS

PAGE ---- ARTICLE I DEFINITIONS; CONSTRUCTION.............................................. 1 ARTICLE I DEFINITIONS; CONSTRUCTION.............................................. 1 SECTION 1.1. DEFINITIONS.................................................. 1 SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS...................... 21 SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION........................... 21 SECTION 1.4. TERMS GENERALLY.............................................. 21 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS................................... 22 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS................................... 22 SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES............................ 22 SECTION 2.2. REVOLVING LOANS.............................................. 22 SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS........................... 22 SECTION 2.4. RESERVED..................................................... 23 SECTION 2.5. SWINGLINE COMMITMENT......................................... 23 SECTION 2.6. PROCEDURE FOR SWINGLINE BORROWING; ETC....................... 23 SECTION 2.7. FUNDING OF BORROWINGS........................................ 24 SECTION 2.8. INTEREST ELECTIONS........................................... 25 SECTION 2.9. OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS............ 26 SECTION 2.10. REPAYMENT OF LOANS........................................... 27 SECTION 2.11. EVIDENCE OF INDEBTEDNESS..................................... 27 SECTION 2.12. OPTIONAL PREPAYMENTS......................................... 27 SECTION 2.13. INTEREST ON LOANS............................................ 28 SECTION 2.14. FEES......................................................... 29 SECTION 2.15. COMPUTATION OF INTEREST AND FEES............................. 30 SECTION 2.16. INABILITY TO DETERMINE INTEREST RATES........................ 30 SECTION 2.17. ILLEGALITY................................................... 30 SECTION 2.18. INCREASED COSTS.............................................. 31 SECTION 2.19. FUNDING INDEMNITY............................................ 32 SECTION 2.20. TAXES........................................................ 32 SECTION 2.21. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.. 34 SECTION 2.22. MITIGATION OF OBLIGATIONS.................................... 35 SECTION 2.23. LETTERS OF CREDIT............................................ 36 SECTION 2.24. INCREASE OF COMMITMENTS; ADDITIONAL LENDERS.................. 40 SECTION 2.25. REPLACEMENT OF LENDERS....................................... 41 ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT.................. 42 ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT.................. 42 SECTION 3.1. CONDITIONS TO EFFECTIVENESS.................................. 42 SECTION 3.2. EACH CREDIT EVENT............................................ 43 SECTION 3.3. DELIVERY OF DOCUMENTS........................................ 44 SECTION 3.4. EFFECTIVENESS OF THIS AGREEMENT.............................. 44 ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................ 45 ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................ 45 SECTION 4.1. EXISTENCE; POWER............................................. 45 SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION.......................... 45 SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS......................... 46 SECTION 4.4. FINANCIAL STATEMENTS......................................... 46

SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS......................... 46 SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS.......................... 46 SECTION 4.7. INVESTMENT COMPANY ACT, ETC.................................. 47 SECTION 4.8. TAXES........................................................ 47 SECTION 4.9. MARGIN REGULATIONS........................................... 47 SECTION 4.10. ERISA........................................................ 47 SECTION 4.11. OWNERSHIP OF PROPERTY........................................ 47 SECTION 4.12. DISCLOSURE................................................... 48 SECTION 4.13. LABOR RELATIONS.............................................. 48 SECTION 4.14. SUBSIDIARIES................................................. 49 SECTION 4.15. INSOLVENCY................................................... 49 SECTION 4.16. OFAC......................................................... 49 SECTION 4.17. PATRIOT ACT.................................................. 49 ARTICLE V AFFIRMATIVE COVENANTS.................................................. 49 ARTICLE V AFFIRMATIVE COVENANTS.................................................. 49 SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION................... 49 SECTION 5.2. NOTICES OF MATERIAL EVENTS................................... 50 SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS............................... 51 SECTION 5.4. COMPLIANCE WITH LAWS, ETC.................................... 51 SECTION 5.5. PAYMENT OF OBLIGATIONS....................................... 51 SECTION 5.6. BOOKS AND RECORDS............................................ 52 SECTION 5.7. VISITATION, INSPECTION, ETC.................................. 52 SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE......................... 52 SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT........................ 52 SECTION 5.10. ADDITIONAL SUBSIDIARIES...................................... 53 SECTION 5.11. POST-CLOSING COVENANT........................................ ARTICLE VI FINANCIAL COVENANTS................................................... 54 ARTICLE VI FINANCIAL COVENANTS................................................... 54 SECTION 6.1. LEVERAGE RATIO............................................... 54 SECTION 6.2. FIXED CHARGE COVERAGE RATIO.................................. 54 SECTION 6.3. CONSOLIDATED TANGIBLE NET WORTH.............................. 54 ARTICLE VII NEGATIVE COVENANTS................................................... 54 ARTICLE VII NEGATIVE COVENANTS................................................... 54 SECTION 7.1. INDEBTEDNESS AND PREFERRED EQUITY............................ 54 SECTION 7.2. NEGATIVE PLEDGE.............................................. 56 SECTION 7.3. FUNDAMENTAL CHANGES.......................................... 56 SECTION 7.4. INVESTMENTS, LOANS, ETC...................................... 57 SECTION 7.5. RESTRICTED PAYMENTS.......................................... 58 SECTION 7.6. SALE OF ASSETS............................................... 59 SECTION 7.7. TRANSACTIONS WITH AFFILIATES................................. 60 SECTION 7.8. RESTRICTIVE AGREEMENTS....................................... 60 SECTION 7.9. HEDGING TRANSACTIONS......................................... 60 SECTION 7.9. HEDGING TRANSACTIONS TC...................................... 61 SECTION 7.10. ACCOUNTING CHANGES........................................... 61 ARTICLE VIII EVENTS OF DEFAULT................................................... 61 ARTICLE VIII EVENTS OF DEFAULT................................................... 61 SECTION 8.1. EVENTS OF DEFAULT............................................ 61 -ii- ARTICLE IX THE ADMINISTRATIVE AGENT.............................................. 63 ARTICLE IX THE ADMINISTRATIVE AGENT.............................................. 63 SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT.......................... 63 SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT..................... 64 SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT................. 64 SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT................... 65 SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT............................. 65 SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.......... 65 SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT............................... 65 SECTION 9.8. AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS................ 66 SECTION 9.9. DOCUMENTATION AGENT; SYNDICATION AGENT....................... 66 ARTICLE X MISCELLANEOUS.......................................................... 66 ARTICLE X MISCELLANEOUS.......................................................... 66 SECTION 10.1. NOTICES...................................................... 66 SECTION 10.2. WAIVER; AMENDMENTS........................................... 69 SECTION 10.3. EXPENSES; INDEMNIFICATION.................................... 70 SECTION 10.4. SUCCESSORS AND ASSIGNS....................................... 71 SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS... 74 SECTION 10.6. WAIVER OF JURY TRIAL......................................... 75 SECTION 10.7. RIGHT OF SETOFF.............................................. 75 SECTION 10.8. COUNTERPARTS; INTEGRATION.................................... 75 SECTION 10.9. SURVIVAL..................................................... 75 SECTION 10.10. SEVERABILITY................................................. 76 SECTION 10.11. CONFIDENTIALITY.............................................. 76 SECTION 10.12. INTEREST RATE LIMITATION..................................... 76 SECTION 10.13. WAIVER OF EFFECT OF CORPORATE SEAL........................... 77 SECTION 10.14. PATRIOT ACT.................................................. 77 -iii- Annex I - Revolving Commitments Schedules Schedule I - Applicable Margin and Applicable Percentage Schedule 1.1 - Existing Letters of Credit Schedule 4.5 - Environmental Matters Schedule 4.14 - Subsidiaries Schedule 7.1 - Outstanding Indebtedness Schedule 7.2 - Existing Liens Schedule 7.4 - Existing Investments Exhibits Exhibit A - Form of Second Amended and Restated Revolving Credit Note Exhibit B Form of Second Amended and Restated Swingline Note Exhibit C - Form of Assignment and Acceptance Exhibit 2.3 - Form of Notice of Revolving Borrowing Exhibit 2.6 - Form of Notice of Swingline Borrowing Exhibit 2.8 - Form of Notice of Conversion/Continuation Exhibit 5.1 - Form of Compliance Certificate -iv- AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of December 16, 2005, by and among SWIFT TRANSPORTATION CO., INC., an Arizona corporation (the "Borrower"), SWIFT TRANSPORTATION CO., INC., a Nevada corporation ("Holdings"), the several banks and other financial institutions and lenders from time to time party hereto (the "Lenders"), SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent"), as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline Lender"), Wells Fargo Bank, National Association and KeyBank National Association, as Co-Syndication Agents, and U.S. Bank National Association and LaSalle Bank National Association, as Co-Documentation Agents. WITNESSETH: WHEREAS, the Borrower, Holdings, the Lenders, Issuing Bank, Swingline Lender and Administrative Agent entered into that certain Revolving Credit Agreement dated as of November 21, 2002, as amended and restated by that certain Amended and Restated Credit Agreement dated as of June 24, 2004, and as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of March 4, 2005 (as so amended, the "Existing Credit Agreement"); WHEREAS, Borrower has requested that the Lenders make certain changes as more fully set forth herein; WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facility, letter of credit subfacility and the swingline subfacility in favor of the Borrower; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, Holdings, the Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender agree that the Existing Credit Agreement is amended and restated in its entirety as follows: ARTICLE I DEFINITIONS; CONSTRUCTION SECTION 1.1. DEFINITIONS. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined): "Additional Commitment Amount" shall have the meaning given to such term in Section 2.24. "Additional Lender" shall have the meaning given to such term in Section 2.24. "Adjusted LIBO Rate" shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage. "Administrative Agent" shall have the meaning assigned to such term in the opening paragraph hereof. "Administrative Questionnaire" shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender. "Affiliate" shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For the purposes of this definition, "Control" shall mean the power, directly or indirectly, either to (i) vote 5% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms "Controlling", "Controlled by", and "under common Control with" have the meanings correlative thereto. "Aggregate Revolving Commitment Amount" shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount equals $550,000,000. "Aggregate Revolving Commitments" shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding. "Aggregate Subsidiary Threshold" shall mean an amount equal to ninety percent (90%) of the total consolidated revenue or assets of Holdings and its Subsidiaries (excluding all SPE Subsidiaries that are prohibited from guaranteeing the Obligations under their organizational documents) for the most recent Fiscal Quarter as shown on the financial statements most recently delivered or required to be delivered pursuant to Section 5.1(a) or (b), as the case may be. "Applicable Lending Office" shall mean, for each Lender and for each Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained. "Applicable Margin" shall mean, with respect to interest on all Revolving Loans outstanding on any date or the letter of credit fee, as the case may be, a percentage per annum designated for Eurodollar Loans determined by reference to the applicable Leverage Ratio from time to time in effect as set forth on Schedule I; provided, that a change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the second Business Day after -2- which the Borrower delivers the financial statements required by Section 5.1(a) or (b) and the Compliance Certificate required by Section 5.1(c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Margin shall be at Level V as set forth on Schedule I until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Closing Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending December 31, 2005 are required to be delivered shall be at Level IV as set forth on Schedule I. "Applicable Percentage" shall mean, as of any date, with respect to the commitment fee as of any date, the percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by Section 5.1(a) or (b) and the Compliance Certificate required by Section 5.1(c); provided, further, that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate, the Applicable Percentage shall be at Level V as set forth on Schedule I until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing, the Applicable Percentage for both the commitment fee from the Closing Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending December 31, 2005 are required to be delivered shall be at Level IV as set forth on Schedule I. "Approved Fund" shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. "Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit C attached hereto or any other form approved by the Administrative Agent. "Availability Period" shall mean the period from the Closing Date to the Revolving Commitment Termination Date. "Base Rate" shall mean the higher of (i) the per annum rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). The Administrative Agent's prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent's prime lending rate. Each change in the Administrative -3- Agent's prime lending rate shall be effective from and including the date such change is publicly announced as being effective. "Borrower" shall have the meaning in the introductory paragraph hereof. "Borrowing" shall mean a borrowing consisting of (i) Loans of the same Class and Type, made, converted or continued on the same date and in case of Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan. "Business Day" shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia and New York, New York are authorized or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market. "Capital Expenditures" shall mean for any period, without duplication, (i) the additions to property, plant and equipment and other capital expenditures of the Holdings and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Holdings and its Subsidiaries during such period. "Capital Lease Obligations" of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. "Capital Stock" shall mean any nonredeemable capital stock (or in the case of a partnership or limited liability company, the partners' or members' equivalent equity interest) of Holdings or any of its Subsidiaries (to the extent issued to a Person other than Holdings or the Borrower), whether common or preferred. "Captive Insurance Subsidiary" shall mean Mohave Transportation Captive Insurance Company, an Arizona corporation. "Change in Control" shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of Holdings to any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) (A) any Person acquires ownership, directly or indirectly, beneficially or of record, of 30% or more of the outstanding shares of the voting stock of Holdings or (B) any Person owns, directly or indirectly, beneficially or of record, 50% or more of the outstanding shares of the voting stock of Holdings; or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were neither (x) nominated by the current board of directors or (y) appointed by directors so nominated. -4- "Change in Law" shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.18(b), by such Lender's or the Issuing Bank's parent corporation, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Swingline Commitment. "Closing Date" shall mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been satisfied or waived in accordance with Section 10.2. "Code" shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time. "Commitment" shall mean a Revolving Commitment or a Swingline Commitment or any combination thereof (as the context shall permit or require). "Compliance Certificate" shall mean a certificate from the principal executive officer and the principal financial officer of Holdings in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1. "Consolidated Adjusted Total Debt" shall mean, as of any date, (i) Consolidated Total Debt on such date minus (ii) the amount by which cash on hand of Holdings and its Subsidiaries (measured on a consolidated basis) on such date exceeds $5,000,000; provided, that the amount of cash on hand subtracted from Consolidated Total Debt shall not exceed the lesser of (x) the principal amount of Swingline Loans outstanding on such date or (y) $20,000,000. "Consolidated EBITDA" shall mean, for Holdings and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation and amortization determined on a consolidated basis in accordance with GAAP, and (D) all other non-cash charges acceptable to the Administrative Agent, determined on a consolidated basis in accordance with GAAP, in each case for such period; provided, however, that the Consolidated Net Income, Consolidated Interest Expense, income tax expense, depreciation, amortization and other non-cash charges of any Person or assets acquired in any Material Acquisition that accrue prior to the date such Person becomes a Subsidiary or is merged into or consolidated with Holdings or any Subsidiary, or such assets are acquired by Holdings or any Subsidiary, shall be included within Consolidated EBITDA, as if the Material Acquisition has been consummated on the first day of such period. -5- "Consolidated EBITDAR" shall mean, for Holdings and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated EBITDA for such period and (ii) Consolidated Lease Expense for such period. "Consolidated Fixed Charges" shall mean, for Holdings and its Subsidiaries for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period, and (ii) Consolidated Lease Expense for such period. "Consolidated Interest Expense" shall mean, for Holdings and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Transactions during such period (whether or not actually paid or received during such period). "Consolidated Lease Expense" shall mean, for Holdings and its Subsidiaries for any period, the aggregate amount of fixed and contingent rentals payable with respect to leases of real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period. "Consolidated Net Income" shall mean, for Holdings and its Subsidiaries for any period, the net income (or loss) of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of Holdings or any Subsidiary of Holdings in the unremitted earnings or losses of any Person that is not a Subsidiary, other than any equity interest in the unremitted earnings or losses of Transplace, and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdings or any Subsidiary on the date that such Person's assets are acquired by Holdings or any Subsidiary. "Consolidated Tangible Net Worth" shall mean, as of any date, (i) the total assets of Holdings and its Subsidiaries that would be reflected on the Holdings' consolidated balance sheet as of such date prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries, minus (ii) the sum of (x) the total liabilities of Holdings and its Subsidiaries that would be reflected on Holdings' consolidated balance sheet as of such date prepared in accordance with GAAP, (y) the amount of any write-up in the book value of any assets resulting from a revaluation thereof or any write-up in excess of the cost of such assets acquired reflected on the consolidated balance sheet of Holdings as of such date prepared in accordance with GAAP and (z) the net book amount of all assets of Holdings and its Subsidiaries that would be classified as intangible assets on a consolidated balance sheet of Holdings as of such date prepared in accordance with GAAP. "Consolidated Total Debt" shall mean, as of any date, all Indebtedness of Holdings and its Subsidiaries that would be reflected on a consolidated balance sheet of Holdings prepared in accordance with GAAP as of such date, but excluding Indebtedness of the type described in subsection (xi) of the definition thereof. -6- "Contractual Obligation" of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound. "Default" shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "Default Interest" shall have the meaning set forth in Section 2.13(c). "Dollar(s)" and the sign "$" shall mean lawful money of the United States of America. "Eligible Assignee" shall mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural Person) approved by the Administrative Agent, the Issuing Bank, and unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed). "Environmental Laws" shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters. "Environmental Liability" shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of Holdings, the Borrower or any Subsidiary directly or indirectly resulting from or based upon (i) any actual or alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute. "ERISA Affiliate" shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" shall mean (i) any "reportable event", (as defined in Section 4043 of ERISA or the regulations issued thereunder), with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code or -7- Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (v) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. "Eurodollar" when used in reference to any Loan or Borrowing refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate. "Eurodollar Reserve Percentage" shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "Event of Default" shall have the meaning provided in Article VIII. "Excluded Taxes" shall mean with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Lender is located and (iii) in the case of a Foreign Lender, any withholding tax that (x) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (y) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes and (z) is attributable to such Foreign Lender's failure to comply with Section 2.20(e). "Existing Credit Agreement" shall have the meaning set forth in the recitals hereto. -8- "Existing Lenders" shall mean the lenders party to the Existing Credit Agreement. "Existing Letters of Credit" shall mean, collectively, the letters of credit issued by SunTrust Bank for the account of the Borrower or any of its Subsidiaries prior to the Closing Date to the extent listed on Schedule 1.1. "Existing Loans" shall mean the loans made by Existing Lenders to the Borrower pursuant to the Existing Credit Agreement outstanding on the date hereof. "Existing Termination Date" shall have the meaning set forth in Section 2.24(d). "Federal Funds Rate" shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent. "Fee Letter" shall mean that certain fee letter, dated as of October 31, 2005, executed by SunTrust Capital Markets, Inc. and SunTrust Bank and accepted by Borrower. "Fiscal Quarter" shall mean any fiscal quarter of Holdings. "Fiscal Year" shall mean any fiscal year of Holdings. "Fixed Charge Coverage Ratio" shall mean, as of any date, the ratio of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges, in each case measured for the four consecutive Fiscal Quarters ending on or immediately prior to such date. "Foreign Lender" shall mean any Lender that is not a United States person under Section 7701(a)(3) of the Code. "Foreign Subsidiary" shall mean any Subsidiary that is organized under the laws of a jurisdiction other than one of the fifty states of the United States or the District of Columbia. "GAAP" shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3. "Governmental Authority" shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Guarantee" of or by any Person (the "guarantor") shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of -9- guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided, that the term "Guarantee" shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term "Guarantee" used as a verb has a corresponding meaning. "Hazardous Materials" shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. "Hedging Obligations" of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions. "Hedging Transaction" of any Person shall mean any transaction (including an agreement with respect thereto) now existing or hereafter entered into by such Person that is a rate swap, basis swap, forward rate transaction, commodity swap, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collateral transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures. "Holdings" shall mean Swift Transportation Co, Inc., a Nevada corporation. "Holdings Guaranty Agreement" shall mean the Second Amended and Restated Holdings Guaranty Agreement, dated as of the date hereof, made by the Holdings in favor of the Administrative Agent for the benefit of the Lenders. "Indebtedness" of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, -10- debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of Section 8.1(f), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock of such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging Obligations. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor. "Indemnified Taxes" shall mean Taxes other than Excluded Taxes. "Indemnity and Contribution Agreement" shall mean the Second Amended and Restated Indemnity, Subrogation and Contribution Agreement among the Borrower, Holdings, the Subsidiary Loan Parties and the Administrative Agent. "Indemnity and Contribution Agreement Supplement" shall mean each supplement substantially in the form of Annex I to the Indemnity and Contribution Agreement executed and delivered by a Subsidiary of the Borrower pursuant to Section 5.10. "Information Memorandum" shall mean the Lender's Presentation Memorandum dated November 10, 2005 relating to Holdings, the Borrower and the transactions contemplated by this Agreement and the other Loan Documents. "Interest Period" shall mean with respect to (i) any Swingline Borrowing, such period as the Swingline Lender and the Borrower shall mutually agree and (ii) any Eurodollar Borrowing, a period of one, two, three or six months; provided, that: (i) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day; -11- (iii) any Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month; and (iv) no Interest Period may extend beyond the Revolving Commitment Termination Date. "Issuing Bank" shall mean SunTrust Bank or any other Lender, each in its capacity as an issuer of Letters of Credit pursuant to Section 2.23. "LC Commitment" shall mean that portion of the Aggregate Revolving Commitment Amount that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $550,000,000. "LC Disbursement" shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit. "LC Documents" shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit. "LC Exposure" shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time. "Lenders" shall have the meaning assigned to such term in the opening paragraph of this Agreement and shall include, where appropriate, the Swingline Lender and each Additional Lender that joins this Agreement pursuant to Section 2.24. "Letter of Credit" shall mean any stand-by letter of credit issued pursuant to Section 2.23 by the Issuing Bank for the account of the Borrower pursuant to the LC Commitment, and any Existing Letter of Credit. "Leverage Ratio" shall mean, as of any date, the ratio of (i) Consolidated Adjusted Total Debt as of such date to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior to such date. "LIBOR" shall mean, for any applicable Interest Period with respect to any Eurodollar Loan, the British Bankers' Association Interest Settlement Rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Bankers' Association for the display of such Association's Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the -12- rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. (New York time) for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan of the Administrative Agent. "Lien" shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). "Loan Documents" shall mean, collectively, this Agreement, the Notes (if any), the LC Documents, the Holdings Guaranty Agreement, the Subsidiary Guaranty Agreement, the Indemnity and Contribution Agreement, all Compliance Certificates, all Notices of Borrowing, all Notices of Conversion/Continuation and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing. "Loan Parties" shall mean the Borrower, Holdings and the Subsidiary Loan Parties. "Loans" shall mean all Revolving Loans and Swingline Loans in the aggregate or any of them, as the context shall require. "Material Acquisition" shall mean an Acquisition of (i) a Person that, after giving effect to such Acquisition, would constitute a Material Subsidiary or (ii) assets that, if such assets were deemed to be acquired by a newly-formed Subsidiary with no other assets, liabilities or operations, such Subsidiary would constitute a Material Subsidiary. "Material Adverse Effect" shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets or liabilities of Borrower or of Holdings and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent, the Issuing Bank, Swingline Lender, and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents. "Material Indebtedness" shall mean Indebtedness (other than the Loans and Letters of Credit) and Hedging Obligations, of any one or all of the Loan Parties and their Subsidiaries, individually or in an aggregate principal amount exceeding $30,000,000. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the -13- "principal amount" of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations. "Material Subsidiary" shall mean at any time any direct or indirect Subsidiary of Holdings having: (a) assets in an amount equal to at least 5% of the total assets of the Holdings and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; or (b) revenues or net income in an amount equal to at least 5% of the total revenues or net income of Holdings and its Subsidiaries on a consolidated basis for the 12-month period ending on the last day of the most recent Fiscal Quarter at such time. "Moody's" shall mean Moody's Investors Service, Inc. "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3) of ERISA. "New Lender" shall mean any Lender on the Closing Date that is not an Existing Lender. "Net Mark-to-Market Exposure" of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. "Unrealized losses" shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and "unrealized profits" means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date). "Notes" shall mean, collectively, the Revolving Credit Notes and the Swingline Note. "Notices of Borrowing" shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing. "Notice of Conversion/Continuation" shall mean the notice given by the Borrower to the Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing as provided in Section 2.8(b). "Notice of Revolving Borrowing" shall have the meaning as set forth in Section 2.3. "Notice of Swingline Borrowing" shall have the meaning as set forth in Section 2.6. "Obligations" shall mean all amounts owing by the Borrower to the Administrative Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like -14- proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, and all Hedging Obligations owing to the Administrative Agent, any Lender or any of their Affiliates incurred in order to limit interest rate or fee fluctuations with respect to the Loans and Letters of Credit, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, together with all renewals, extensions, modifications or refinancings thereof. "Off-Balance Sheet Liabilities" of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person. "OSHA" shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute. "Other Taxes" shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. "Participant" shall have the meaning set forth in Section 10.4(d). "Payment Office" shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders. "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions. "Permitted Acquisitions" shall mean an acquisition or purchase (in one transaction or a series of transactions) of (a) more than fifty percent (50%) of the Capital Stock of any other Person resulting in such Person becoming a Subsidiary of Holdings or (b) all or substantially all assets of any Person or any assets of any other Person that constitute a business unit (each, an "Acquisition"), in each case so long as (i) the Acquisition is approved by the board of directors (or the equivalent thereof) of the Person whose stock or assets are being acquired, (ii) the entity acquiring the assets is a Loan Party or following such Acquisition would become a Material Subsidiary, (iii) after giving effect to the Acquisition, no Default or Event of Default shall have occurred and be continuing and all representations and warranties contained in Article IV shall be true and correct in all material respects and (iv) the Borrower has delivered to the -15- Administrative Agent a certificate of a Responsible Officer certifying the satisfaction of the conditions set forth above. "Permitted Encumbrances" shall mean: (i) Liens imposed by law for taxes, governmental assessments or similar governmental charges not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (ii) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and similar Liens arising by operation of law in the ordinary course of business for amounts which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (iii) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (v) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; and (vi) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole; provided, that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness. "Permitted Investments" shall mean: (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (ii) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody's and in either case maturing within six months from the date of acquisition thereof; -16- (iii) certificates of deposit, bankers' acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above; and (vi) subject to the restriction set forth in Section 4.9, equity or debt securities that are listed on a national securities exchange or Nasdaq or freely traded in the over-the counter market so long as the amount invested in such securities does not exceed in the aggregate $10,000,000. "Person" shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority. "Plan" shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Pro Rata Share" shall mean, with respect to any Lender at any time, a percentage, the numerator of which shall be such Lender's Revolving Commitment (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender's outstanding Revolving Loans, Swingline Exposure and LC Exposure), and the denominator of which shall be the sum of such Revolving Commitments of all Lenders (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, all outstanding Revolving Loans, Swingline Exposure and LC Exposure of all Lenders funded under such Commitments). "Receivables" shall mean accounts receivable (including, without limitation, all rights to payment created or arising from the sales of goods, leases of goods or the rendition of services, no matter how evidenced and whether or not earned by performance). "Refinanced Indebtedness" shall mean the Indebtedness being refinanced or replaced with the proceeds of the Loans. "Regulation D" shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations. -17- "Related Parties" shall mean, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Release" shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture. "Required Lenders" shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments at such time or if the Lenders have no Commitments outstanding, then Lenders holding more than 50% of the aggregate Revolving Loans, Swingline Exposure and LC Exposure of all Lenders. "Requirement of Law" for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Responsible Officer" shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of the Borrower or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer or the treasurer of the Borrower. "Restricted Payment" shall have the meaning set forth in Section 7.5. "Revolving Commitment" shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Annex I, or in the case of a Person becoming a Lender after the Closing Date through an assignment of an existing Revolving Commitment, the amount of the assigned "Revolving Commitment" as provided in the Assignment and Acceptance executed by such Person as an assignee, as the same may be increased or deceased pursuant to terms hereof. "Revolving Commitment Termination Date" shall mean the earliest of (i) December 16, 2010, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.9 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). "Revolving Credit Availability Period" shall mean the period from the Closing Date to the Revolving Commitment Termination Date. -18- "Revolving Credit Exposure" shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans, LC Exposure and Swingline Exposure. "Revolving Credit Note" shall mean a promissory note of the Borrower payable to the order of a requesting Lender in the principal amount of such Lender's Revolving Commitment, in substantially the form of Exhibit A. "Revolving Loan" shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan. "S&P" shall mean Standard & Poor's, a Division of the McGraw-Hill Companies. "Securitization Transaction" shall mean any transfer by the Borrower or any Subsidiary of Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights and all guarantees or other obligations in respect of such Receivables, all other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving such Receivables and all proceeds of any of the foregoing (i) to a trust, partnership, corporation or other entity (other than the Borrower or a Subsidiary other than a SPE Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables or interests in Receivables, or (ii) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary). The "amount" or "principal amount" of any Securitization Transaction shall be deemed at any time to be (x) in the case of a transaction described in clause (a) of the preceding sentence, the aggregate principal or stated amount of the Indebtedness or other securities referred to in such clause or, if there shall be no such principal or stated amount, the uncollected amount of the Receivables transferred pursuant to such Securitization Transaction net of any such Receivables that have been written off as uncollectible, and (y) in the case of a transaction described in clause (b) of the preceding sentence, the aggregate outstanding principal amount of the Indebtedness secured by Liens on the subject Receivables. "SPE Subsidiary" shall mean any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions. "Subsidiary" shall mean, with respect to any Person (the "parent"), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. -19- Unless otherwise indicated, all references to "Subsidiary" hereunder shall mean a Subsidiary of Holdings. "Subsidiary Guaranty Agreement" shall mean the Second Amended and Restated Subsidiary Guaranty Agreement, dated as of the date hereof, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders. "Subsidiary Guaranty Supplement" shall mean each supplement substantially in the form of Annex I to the Subsidiary Guaranty Agreement executed and delivered by a Subsidiary of the Borrower pursuant to Section 5.10. "Subsidiary Loan Party" shall mean any Material Subsidiary (other than any SPE Subsidiary whose organizational documents prohibit it from guaranteeing the Obligations) and any other Subsidiary that guarantees the Obligations. "Swingline Commitment" shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $25,000,000. "Swingline Exposure" shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.6, which shall equal such Lender's Pro Rata Share of all outstanding Swingline Loans. "Swingline Lender" shall mean SunTrust Bank. "Swingline Loan" shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment. "Swingline Note" shall mean the promissory note of the Borrower payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment, substantially the form of Exhibit B. "Swingline Termination Date" shall mean the date that is one (1) Business Day prior to the Revolving Commitment Termination Date. "Synthetic Lease" shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an "operating lease" by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended, (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property and (iii) is the functional equivalent of or takes the place of a borrowing but does not constitute a liability on the consolidated balance sheet of the lessee. "Synthetic Lease Obligations" shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term. -20- "Taxes" shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. "Transplace" shall mean Transplace.com LLC, a Nevada limited liability company. "Transportation" shall mean Swift Transportation Corporation, a Nevada corporation. "Type", when used in reference to a Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate. "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan" or "Swingline Loan") or by Type (e.g., a "Eurodollar Loan" or "Base Rate Loan") or by Class and Type (e.g., "Revolving Eurodollar Loan"). Borrowings also may be classified and referred to by Class (e.g., "Revolving Borrowing") or by Type (e.g., "Eurodollar Borrowing") or by Class and Type (e.g., "Revolving Eurodollar Borrowing"). SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by Holding's independent public accountants) with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. SECTION 1.4. TERMS GENERALLY. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the word "to" means "to but excluding". Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or -21- other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to Atlanta, Georgia time, unless otherwise indicated. ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender's Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.23, (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.5, and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments from time to time in effect. SECTION 2.2. REVOLVING LOANS. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans, ratably in proportion to its Pro Rata Share, to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitment Amount. During the Availability Period, the Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided, that the Borrower may not borrow or reborrow should there exist a Default or Event of Default. SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 attached hereto (a "Notice of Revolving Borrowing") (x) prior to 1:00 p.m. (New York time) on the requested date of each Base Rate Borrowing and (y) prior to 1:00 p.m. (New York time) three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the -22- initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $4,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided, that Base Rate Loans made pursuant to Section 2.6 or Section 2.23(c) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings outstanding at any time exceed twelve. Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender's Revolving Loan to be made as part of the requested Revolving Borrowing. SECTION 2.4. RESERVED. SECTION 2.5. SWINGLINE COMMITMENT. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time from the Closing Date to the Swingline Termination Date, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitment Amount and the aggregate Revolving Credit Exposures of all Lenders; provided, that no Swingline Loan may be made to refinance an outstanding Swingline Loan, and no Swingline Loan shall be outstanding for a period that exceeds fourteen (14) days. The Borrower shall be entitled to borrow and repay Swingline Loans in accordance with the terms and conditions of this Agreement. SECTION 2.6. PROCEDURE FOR SWINGLINE BORROWING; ETC. (a) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.6 attached hereto ("Notice of Swingline Borrowing") prior to 10:00 a.m. (New York time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Borrower and the Swingline Lender and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested date of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent -23- requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.7, which will be used solely for the repayment of such Swingline Loan. (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.6(b) or to purchase the participating interests pursuant to Section 2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full. SECTION 2.7. FUNDING OF BORROWINGS. (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 3:00 p.m. (New York time) to the Administrative Agent at the Payment Office; provided, that the Swingline Loans will be made as set forth in Section 2.6. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the -24- Administrative Agent or at the Borrower's option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. On the Closing Date, all Existing Loans shall be deemed to be Revolving Loans. Each New Lender will fund its initial Revolving Loan equal to its Pro Rata Share of all Revolving Loans to the Payment Office no later than 2:00 p.m. on the Closing Date. (b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. (New York time) one (1) Business Day prior to the date of a Borrowing in which such Lender is to participate that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate until the second Business Day after such demand and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. SECTION 2.8. INTEREST ELECTIONS. (a) Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall NOT apply to Swingline Borrowings, which may not be converted or continued. (b) To make an election pursuant to this Section the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing substantially in the form of Exhibit 2.8 attached hereto (a "Notice of Conversion/Continuation") that is to be converted or continued, as the case may be, (x) prior to -25- 2:00 p.m. (New York time) one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. (New York time) three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Continuation/Conversion applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Continuation/Conversion, which shall be a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of "Interest Period". If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) All Loans outstanding on the Closing Date shall be Base Rate Loans, unless and until the Borrower converts the Base Rate Loans to Eurodollar Loans pursuant to this Section. SECTION 2.9. OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS. (a) Unless previously terminated, all Revolving Commitments (including the LC Commitments) shall terminate on the Revolving Commitment Termination Date, except that the Swingline Commitment shall terminate on the Swingline Termination Date. (b) Upon at least three (3) Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided, that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section shall be in an amount of at least -26- $4,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment. SECTION 2.10. REPAYMENT OF LOANS. (a) The outstanding principal amount of all Revolving Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date. (b) The principal amount of each Swingline Borrowing shall be due and payable (together with accrued interest thereon) on the earlier of (i) the last day of the Interest Period applicable to such Borrowing and (ii) the Swingline Termination Date. SECTION 2.11. EVIDENCE OF INDEBTEDNESS. (a) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.8, (iv) the date of each conversion of all or a portion thereof to another Type pursuant to Section 2.8, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender's Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (b) At the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will execute and deliver to such Lender a Revolving Credit Note and, in the case of the Swingline Lender only, a Swingline Note, payable to the order of such Lender. SECTION 2.12. OPTIONAL PREPAYMENTS. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one -27- Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.6. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. SECTION 2.13. INTEREST ON LOANS. (a) The Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in the case of a Eurodollar Loan, the Applicable Margin in effect from time to time. (b) The Borrower shall pay interest on each Swingline Loan at the Base Rate in effect from time to time. (c) While an Event of Default exists or after acceleration, at the option of the Required Lenders, the Borrower shall pay interest ("Default Interest") with respect to all Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans (including all Swingline Loans) and all other Obligations hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans, plus an additional 2% per annum. (d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Commitment Termination Date. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months, on each day which occurs every three months, after the initial date of such Interest Period, and on the Revolving Commitment Termination Date. Interest on each Swingline Loan shall be payable on the maturity date of such Loan, which shall be the last day of the Interest Period applicable thereto, and on the Swingline Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. -28- (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.14. FEES. (a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year and on the Revolving Commitment Termination Date, commencing on the first such date after the Closing Date. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such Lender. (c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank's standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. For purposes of the foregoing, the Existing Letters of Credit shall be deemed to have been issued by the Issuing Bank under this Agreement on the Closing Date, and the Borrower agrees to pay all such letter of credit fees and fronting fees in respect of such Existing Letters of Credit on the dates set forth above. Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to Section 2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be increased by an additional 2% per annum. (d) The Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront closing fees previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. -29- (e) Accrued fees (other than the closing fee referenced in paragraph (d)) shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on December 31, 2005 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety). SECTION 2.15. COMPUTATION OF INTEREST AND FEES. All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. SECTION 2.16. INABILITY TO DETERMINE INTEREST RATES. If prior to the commencement of any Interest Period for any Eurodollar Borrowing, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. In the case of Eurodollar Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one Business Day before the date of any Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing. SECTION 2.17. ILLEGALITY. If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Revolving Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Revolving Borrowing, such Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) -30- on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion. SECTION 2.18. INCREASED COSTS. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or (ii) impose on any Lender or on the Issuing Bank or the eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein; and the result of either of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital (or on the capital of such Lender's or the Issuing Bank's parent corporation) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies or the policies of such Lender's or the Issuing Bank's parent corporation with respect to capital adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation for any such reduction suffered. -31- (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent corporation, as the case may be, specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation. SECTION 2.19. FUNDING INDEMNITY. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error. SECTION 2.20. TAXES. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. -32- (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within five (5) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which the related participation shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected with such Foreign Lender's conduct of a trade or business in the United States; or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payment to the Foreign Lender qualifies as "portfolio interest" exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Foreign Lender shall deliver such -33- forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the Internal Revenue Service for such purpose). SECTION 2.21. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.18, 2.19 or 2.20, or otherwise) prior to 1:00 p.m. (New York time), on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.18, 2.19 and 2.20 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion (each a "Purchasing Lender") shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered or the Purchasing Lender is otherwise required to return or restore any such -34- payment, such participations shall be rescinded and each other Lender shall, promptly after request from the Administrative Agent or the Purchasing Lender, return to the Purchasing Lender the purchase price for such participation to the extent of such recovery or the amount otherwise returned or restored by the Purchasing Lender, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6(b), 2.23(c) or (d), 2.7(b), 2.21(c) or (d) or 10.3(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid. SECTION 2.22. MITIGATION OF OBLIGATIONS. If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. -35- SECTION 2.23. LETTERS OF CREDIT. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.23(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date and (ii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control. (c) At least two Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.23(a) or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank's usual and customary business practices. Within five (5) Business Days of issuing such Letter of Credit in -36- accordance herewith, the Issuing Bank shall advise each Lender of the issuance and amount of such Letter of Credit. (d) The Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided, that for purposes solely of such Borrowing, the conditions precedents set forth in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.7. The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement. (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender's obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for any reason to the -37- Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it. (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to paragraphs (d) or (e) of this Section on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided, that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the rate set forth in Section 2.13(c). (g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. (h) The Borrower's obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances: (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement; -38- (ii) The existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction; (iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit; (v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder; or (vi) The existence of a Default or an Event of Default. Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank's failure to exercise due care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. -39- (i) Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable laws, performance under Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries thereof will be governed by (i) either (x) the rules of the "International Standby Practices 1998" (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) or (y) the rules of the "Uniform Customs and Practices for Documentary Credits" (1993 Revision), International Chamber of Commerce Publication No. 500 (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and (ii) to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 10.5. (j) The parties acknowledge and agree that, for all purposes of this Agreement and the other Loan Documents, the Existing Letters of Credit shall be deemed to be Letters of Credit hereunder to the same extent, and with the same effect, as if such Existing Letters of Credit had been issued as Letters of Credit pursuant to this Section on the Closing Date. SECTION 2.24. INCREASE OF COMMITMENTS; ADDITIONAL LENDERS. (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower may, upon at least 30 days' written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Revolving Commitments by an amount not to exceed $200,000,000 (the amount of any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. (b) If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an "Additional Lender"), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Revolving Commitments pursuant to this Section shall become effective upon the receipt by the Administrative Agent of an supplement or joinder in form and substance satisfactory to the Administrative Agent executed by the Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the new Revolving Commitments of such Lenders -40- and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrower with respect to the increase in the Revolving Commitments as the Administrative Agent may reasonably request. (d) Upon the acceptance of any such supplement or joinder by the Administrative Agent, the Aggregate Revolving Commitment Amount shall automatically be increased by the amount of the Revolving Commitments added through such supplement or joinder and Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments. (e) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section that is not pro rata among all Lenders, (x) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments. SECTION 2.25. REPLACEMENT OF LENDERS. If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.20, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. -41- ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT SECTION 3.1. CONDITIONS TO EFFECTIVENESS. This Agreement shall not become effective, the Existing Credit Agreement shall remain in full force and effect, Borrower shall not have any rights under this Agreement and Administrative Agent and Lenders shall not be obligated to take, fulfill or perform any action hereunder, until the following conditions have been fulfilled to the satisfaction of Administrative Agent and Lenders (or waived in accordance with Section 10.2) (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) the duly executed Subsidiary Guaranty Agreement, the Holdings Guaranty Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; -42- (vi) a favorable written opinion of Snell & Wilmer, L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2; (viii) a duly executed Notice of Borrowing; (ix) a duly executed funds disbursement agreement; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xi) copies of (A) the internally prepared quarterly financial statements of Holdings and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended September 30, 2005, and (B) the audited consolidated financial statements for Holdings and its Subsidiaries for the Fiscal Years ended December 31, 2002, December 31, 2003 and December 31, 2004; and (xii) certificates of insurance issued on behalf of insurers of the Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all guarantors, naming the Administrative Agent as additional insured. SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of -43- issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto; (c) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Notice of Borrowing; and (e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. SECTION 3.3. DELIVERY OF DOCUMENTS All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent. SECTION 3.4. EFFECTIVENESS OF THIS AGREEMENT. Upon this Agreement becoming effective pursuant to Section 3.1: (a) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations between Borrower, its Subsidiaries, Holdings, Lenders and Administrative Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement and any other Loan Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all such rights, duties and obligations are assumed, ratified and affirmed by Borrower, its Subsidiaries and Holdings; (c) all indemnification obligations of Borrower under the Existing Credit Agreement and any other Loan Documents (as defined in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of Lenders and Administrative Agent and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) at any time prior to the Closing Date; -44- (d) all Existing Loans shall be deemed to be Revolving Loans, the Existing Loans shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Existing Loans, or any of the other rights, duties and obligations of the parties hereunder; (e) any and all references to the Existing Credit Agreement (including, without limitation, in the Holdings Guaranty Agreement, the Subsidiary Guaranty Agreement, the Indemnity and Contribution Agreement and all other Loan Documents) shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement may be further amended and restated from time to time hereafter; and (f) the interest and fees accrued under the Existing Credit Agreement shall be due and payable on the Closing Date to SunTrust Bank, in its capacity as administrative agent under the Existing Credit Agreement and on behalf of the Existing Lenders (and not shared pro rata with any other Lenders in their capacity as a Lender under this Agreement after the Closing Date). ARTICLE IV REPRESENTATIONS AND WARRANTIES Each of Holdings and the Borrower represents and warrants to the Administrative Agent and each Lender as follows: SECTION 4.1. EXISTENCE; POWER. Each of Holdings, Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party's organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. -45- SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The execution, delivery and performance by the Borrower and Holdings of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to Holdings, Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on any Loan Party or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens (if any) created under the Loan Documents. SECTION 4.4. FINANCIAL STATEMENTS. The Borrower has furnished to each Lender (i) the audited consolidated balance sheet of Holdings and its Subsidiaries as of December 31, 2004 and the related consolidated statements of income, shareholders' equity and cash flows for the Fiscal Year then ended prepared by KPMG LLP and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of September 30, 2005, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer. Such financial statements fairly present the consolidated financial condition of Holdings and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). Since December 31, 2004, there have been no changes with respect to Holdings, the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS. (a) No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting any Loan Party or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. (b) Except for the matters set forth on Schedule 4.5, no Loan Party nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, where any such event or circumstance described in clauses (i) through (iv) above could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS. Each Loan Party and each of its Subsidiaries is in compliance with (a) all Requirements of Law and all judgments, decrees and orders of any Governmental Authority and (b) all indentures, agreements or other -46- instruments binding upon it or its properties, except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. SECTION 4.7. INVESTMENT COMPANY ACT, ETC. Neither any Loan Party nor any of its Subsidiaries is (a) an "investment company" or is "controlled" by an "investment company", as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended or (c) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith. SECTION 4.8. TAXES. Each Loan Party and its Subsidiaries and each other Person for whose taxes any Loan Party or any Subsidiary could become liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which Loan Parties or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Loan Parties and their Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated. SECTION 4.9. MARGIN REGULATIONS. None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for "purchasing" or "carrying" any "margin stock" with the respective meanings of each of such terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect or for any purpose that violates the provisions of Regulation U. None of the Loan Parties or their Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying "margin stock." SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans. SECTION 4.11. OWNERSHIP OF PROPERTY. (a) Each of the Loan Parties and their Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its -47- business, including all such material properties reflected in the most recent audited consolidated balance sheet of the Holdings referred to in Section 4.4 or purported to have been acquired by the Loan Parties or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are material to the business or operations of the Loan Parties and their Subsidiaries are valid and subsisting and are in full force and effect. (b) Each of the Loan Parties and their Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, trade names, copyrights and other intellectual property material to its business, and the use thereof by the Loan Parties and their Subsidiaries does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect. (c) The properties of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of Holdings, subject to the self-insurance provisions contained in Section 5.8, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties or the applicable Subsidiary operates. SECTION 4.12. DISCLOSURE. Holdings and the Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which each Loan Party or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the reports (including without limitation all reports that Holdings is required to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on behalf of Holdings or the Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided, that with respect to projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts or other material labor disputes or grievances against any Loan Party or any of its Subsidiaries, or, to the knowledge of Holdings or Borrower, threatened against or affecting any Loan Party or any of its Subsidiaries, and no significant unfair labor practice, charges or grievances are pending against any Loan Party or any of its Subsidiaries, or to the knowledge of Holdings or Borrower, threatened against any of them before any Governmental Authority. All payments due from any Loan Party or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of any such Loan Party or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. -48- SECTION 4.14. SUBSIDIARIES. Schedule 4.14 sets forth the name of, the ownership interest of Holdings and the Borrower in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Date. SECTION 4.15. INSOLVENCY. After giving effect to the execution and delivery of the Loan Documents, the making of the Loans under this Agreement, and the repayment of the Refinanced Indebtedness, none of the Loan Parties will be "insolvent," within the meaning of such term as defined in Section 101 of Title 11 of the United States Code, as amended from time to time, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated. SECTION 4.16. OFAC. No Loan Party (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order. SECTION 4.17. PATRIOT ACT. Each Loan Party is in compliance, in all material respects, with the (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. ARTICLE V AFFIRMATIVE COVENANTS Each of Holdings and the Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding: SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower will deliver to the Administrative Agent: (a) so long as Holdings is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, no later than 5 days after Holdings is required to have delivered its annual financial statements thereunder and otherwise -49- as soon as available and in any event within 95 days after the end of each Fiscal Year of Holdings, a copy of the annual audited report for such Fiscal Year for Holdings and its Subsidiaries, containing a consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by KPMG LLP or other independent public accountants of nationally recognized standing (without a "going concern" or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) so long as Holdings is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, no later than 5 days after Holdings is required to have delivered its quarterly financial statements thereunder, and otherwise within 50 days after the end of each Fiscal Quarter of Holdings, an unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year; (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Compliance Certificate signed by the principal executive officer and the principal financial officer of Holdings; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of any Loan Party or any Subsidiary as the Administrative Agent, on behalf of any Lender, may reasonably request. So long as Holdings is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy its obligation to deliver the financial statements referred to in clauses (a) and (b) above by delivering such financial statements by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrower from time to time. SECTION 5.2. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; -50- (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting any Loan Party or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which any Loan Party or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (e) the receipt by any Loan Party or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of any Loan Party or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (g) Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and take all reasonable action to maintain its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided, that nothing in this Section shall prohibit any merger, consolidation, sale, lease, transfer or other disposition, liquidation or dissolution permitted under Sections 7.3 or 7.6. SECTION 5.4. COMPLIANCE WITH LAWS, ETC. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. SECTION 5.5. PAYMENT OF OBLIGATIONS. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its material obligations and liabilities (including without limitation all tax liabilities and claims that -51- could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. SECTION 5.6. BOOKS AND RECORDS. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Holdings in conformity with GAAP. SECTION 5.7. VISITATION, INSPECTION, ETC. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower. SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, except for ordinary wear and tear and except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations; provided, that Holdings, Borrower and any Subsidiary may (i) self-insure against any risk required to be insured pursuant to this Section in an aggregate amount of up to $5,000,000 per occurrence and (ii) insure through the Captive Insurance Subsidiary against any risk required to be insured pursuant to this Section in an aggregate amount of up to $10,000,000 per occurrence and, provided, further, that in the event that Holdings, Borrower or any Subsidiary self-insures against any risks required to be insured against pursuant to this Section in an aggregate amount in excess of $5,000,000 per occurrence or insures through the Captive Insurance Subsidiary against any risk required to be insured pursuant to this Section 5 in aggregate amount of more than $10,000,000 per occurrence, such self-insurance or insurance through the Captive Insurance Subsidiary shall be in amounts satisfactory to the Administrative Agent. SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The Borrower will use the proceeds of the initial Loans made on the Closing Date to refinance existing Indebtedness and the proceeds of all other Loans made after the Closing Date to finance working capital needs, Permitted Acquisitions, and Capital Expenditures, to pay dividends to Holdings for the purpose of financing the repurchase of shares of Capital Stock of Holdings and for other general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or -52- regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X. All Letters of Credit will be used for general corporate purposes. SECTION 5.10. ADDITIONAL SUBSIDIARIES. (a) If any Subsidiary becomes a Material Subsidiary after the Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten (10) Business Days after any such Subsidiary becomes a Material Subsidiary, or such Material Subsidiary is acquired or formed, notify the Administrative Agent thereof and will cause such Material Subsidiary to become a Subsidiary Loan Party. (b) If, at any time, the aggregate revenue or assets (on a non-consolidated basis) of Holdings, the Borrower and those Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Subsidiaries to become additional Subsidiary Loan Parties, as provided in this Section, within ten (10) Business Days after such revenues or assets become less than the Aggregate Subsidiary Threshold so that after including the revenue or assets of any such additional Subsidiary Loan Parties, the aggregate revenue or assets (on a non-consolidated basis) of Holdings, the Borrower and all such Subsidiary Loan Parties would equal or exceed the Aggregate Subsidiary Threshold. (c) The Borrower may elect at any time to have any Subsidiary become an additional Subsidiary Loan Party as provided in this Section. (d) Upon the occurrence and during the continuation of any Event of Default, if the Required Lenders so direct, the Borrower shall (i) cause all of its Subsidiaries to become additional Subsidiary Loan Parties, as provided in this Section, within ten (10) Business Days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. (e) A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement and an Indemnity and Contribution Agreement Supplement, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(vii), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Subsidiary Guaranty Agreement or Indemnity and Contribution Agreement, except in connection with a sale of such Subsidiary Loan Party's Capital Stock or assets pursuant to Section 7.6, a merger consolidation or other fundamental change with respect to such Subsidiary Loan Party described in Section 7.3 or otherwise expressly permitted pursuant to Sections 5.3, 7.3 or 7.6 of this Agreement or consented to in writing by all of the Lenders. SECTION 5.11. POST-CLOSING COVENANTS. (a) The Borrower agrees that it shall deliver to the Administrative Agent no later than December 23, 2005, a favorable written opinion of Martin, Tate, Morrow, & Marston, P.C., Tennessee counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the -53- Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request. (b) The Borrower agrees that it shall deliver to the Administrative Agent no later than December 23, 2005, a good standing certificate for M. S. Carriers, Inc. in Tennessee, in form and substance acceptable to the Administrative Agent. (c) The Borrower agrees that it shall deliver to the Administrative Agent no later than December 23, 2005, copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of M. S. Carriers, Inc. certified by the Secretary of State of Tennessee; ARTICLE VI FINANCIAL COVENANTS Each of Holdings and the Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding: SECTION 6.1. LEVERAGE RATIO. Holdings will maintain, as of the end of each Fiscal Quarter, a Leverage Ratio of not greater than 3.00:1.00 for each Fiscal Quarter. SECTION 6.2. FIXED CHARGE COVERAGE RATIO. Holdings will have, as of the end of each Fiscal Quarter, a Fixed Charge Coverage Ratio of not less than 1.50:1.00. SECTION 6.3. CONSOLIDATED TANGIBLE NET WORTH. Holdings will not permit its Consolidated Tangible Net Worth at any time to be less than $605,862,000 plus 50% of Consolidated Net Income on a cumulative basis for each preceding Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2005; provided, that if Consolidated Net Income is negative in any Fiscal Quarter the amount added for such Fiscal Quarter shall be zero and such negative Consolidated Net Income shall not reduce the amount of Consolidated Net Income added from any previous Fiscal Quarter. The amount of Consolidated Tangible Net Worth set forth above shall be increased by 100% of the amount by which Holdings "total stockholders' equity" is increased as a result of any public or private offering of common stock of Holdings after the Closing Date. Promptly upon the consummation of such offering, Holdings shall notify the Administrative Agent in writing of the amount of such increase in "total stockholders' equity". ARTICLE VII NEGATIVE COVENANTS Each of Holdings and the Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains outstanding: -54- SECTION 7.1. INDEBTEDNESS AND PREFERRED EQUITY. Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created pursuant to the Loan Documents; (b) Indebtedness of Holdings and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, that the aggregate principal amount of such Indebtedness does not exceed $200,000,000 at any time outstanding; (d) Indebtedness of Holdings owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided, that any such Indebtedness that is owed to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (e) Guarantees by Holdings of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary after the date of this Agreement (provided that such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary) or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (g) Indebtedness in respect of any Securitization Transaction permitted by Section 7.6(e); (h) Hedging Obligations permitted by Section 7.9; (i) other secured Indebtedness of Holdings or its Subsidiaries in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; and -55- (j) other unsecured Indebtedness of Holdings or its Subsidiaries so long as at the time such Indebtedness is incurred, and after giving pro forma effect to the incurrence and application of the proceeds thereof, the Borrower shall be in pro forma compliance with the financial covenants contained in Article VI and no Default or Event of Default shall have occurred and be continuing. Holdings will not, and will not permit any Subsidiary to, issue any preferred stock or other preferred equity interests that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by Holdings or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Revolving Commitment Termination Date. SECTION 7.2. NEGATIVE PLEDGE. Holdings and Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of Holdings or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of Holdings, (ii) existing on any asset of any Person at the time such Person is merged with or into the Holdings or any Subsidiary of Holdings or (iii) existing on any asset prior to the acquisition thereof by the Holdings or any Subsidiary of Holdings; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (e) any Lien arising out of any Securitization Transaction permitted by Section 7.6(e); (f) Liens on any treasury stock held by Holdings; (g) any Liens securing Indebtedness permitted by Section 7.1(i); and -56- (h) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (g) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby. SECTION 7.3. FUNDAMENTAL CHANGES. (a) Holdings and the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of Holdings other than the Borrower may consolidate or merge with or into a Person if the Person formed by or surviving such consolidation or merger is, or immediately following such consolidation or merger becomes, a Subsidiary Loan Party, (ii) any Subsidiary may consolidate or merge with or into another Subsidiary; provided, that if any party to such consolidation or merger is a Subsidiary Loan Party, the Person formed by or surviving such consolidation or merger must be, or immediately following such consolidation or merger become, a Subsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Holdings, the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and is not materially disadvantageous to the Lenders; provided, that any such consolidation or merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such consolidation or merger shall not be permitted unless also permitted by Section 7.4. (b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto. SECTION 7.4. INVESTMENTS, LOANS, ETC. Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit (all of the foregoing being collectively called "Investments"), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) extensions of trade credit in the ordinary course of business; (c) Permitted Investments; -57- (d) Permitted Acquisitions, and all Investments of any Person acquired in a Permitted Acquisition; (e) advances in the ordinary course of business to any independent contractor performing services for Holdings, any of its Subsidiaries or any of their agents not to exceed $20,000,000 in the aggregate at any time outstanding maturing not later than seven (7) years after the incurrence thereof; (f) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clauses (h) and (i) below; (g) Investments made by Holdings or any of its Subsidiaries in any other Loan Party; (h) Investments made by Holdings or any of its Subsidiaries in any Person other than a Loan Party; provided, that the aggregate amount of such Investments by Holdings or any of its Subsidiaries in or to, and Guarantees by Holdings or any of its Subsidiaries of Indebtedness of any Person that is not a Loan Party (including all such Investments and Guarantees existing on the Closing Date, but excluding the Investments permitted in clause (i) below), shall not exceed $30,000,000 at any time outstanding; (i) Investments made by Holdings or any of its Subsidiaries in Transplace; provided, that the aggregate amount of such Investments in, and Guarantees by Loan Parties of Indebtedness owed by, Transplace (including all such Investments and Guarantees existing on the Closing Date, shall not exceed $25,000,000 at any time outstanding; (j) loans or advances to employees, officers or directors of Holdings or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided, however, that the aggregate amount of all such loans and advances does not exceed $5,000,000 at any time; (k) Investments in notes and other securities received in full or partial satisfaction of overdue debts and accounts payable in the ordinary course of business and for amounts which, individually or in the aggregate, do not exceed $10,000,000 at any time outstanding; (l) Hedging Transactions permitted by Section 7.9; (m) Investments in treasury stock of Holdings; (n) other Investments not to exceed $10,000,000 at any time outstanding; (o) Investments made by Holdings or any of its Subsidiaries in the Captive Insurance Subsidiary in an aggregate cash amount not to exceed $250,000, with a Letter of Credit of up to $49,750,000 posted by the Borrower to provide credit support for liabilities of the Captive Insurance Subsidiary; and -58- (p) a promissory note in the amount of $17,000,000 payable over a six-year period issued by Auto Carrier Holdings, Inc. in favor of the Borrower in connection with the sale of the autohaul business to Auto Carrier Holdings, Inc. SECTION 7.5. RESTRICTED PAYMENTS. Holdings and Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or Indebtedness subordinated to the Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such common stock or such Indebtedness, whether now or hereafter outstanding (each, a "Restricted Payment"), except for (i) dividends payable by Holdings and the Borrower solely in shares of any class of its common stock, (ii) Restricted Payments made by Holdings or any of its Subsidiaries to another Loan Party, (iii) so long as no Default or Event of Default has occurred and is continuing, redemption or repurchase of common stock of Holdings, (iv) cash dividends and distributions paid on the common stock of Holdings; provided for purpose of this clause (iv) that (x) no Default or Event of Default has occurred and is continuing at the time such dividend or distribution is paid, (y) the aggregate amount of all such Restricted Payments pursuant to this clause (iv) made by the Holdings in any Fiscal Year does not exceed 50% of Net Income (if greater than $0) earned during the immediately preceding Fiscal Year, and (z) if Restricted Payments made pursuant to this clause (iv) in any Fiscal Year are less than permitted in such Fiscal Year, the excess permitted amount for such Fiscal Year may be carried forward to the next succeeding Fiscal Year. SECTION 7.6. SALE OF ASSETS. Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except: (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; (b) sales and dispositions of trucks, tractors and trailers in the ordinary course of business, so long as the proceeds from such sale or disposition, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable in connection therewith to non-Affiliates, are applied either (i) to prepay the Loans (with a corresponding permanent reduction in the Revolving Commitments if an Event of Default has occurred and is continuing at the time of such prepayment) or (ii) to the purchase or lease of replacement trucks, tractors and trailers for use in the ordinary course of business of Borrower and its Subsidiaries. (c) the sale of treasury stock of Holdings; -59- (d) the sale of inventory and Permitted Investments in the ordinary course of business; (e) the sale or other disposition of such assets in connection with any Securitization Transaction; (f) the sale or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business in connection with the compromise or collection thereof; (g) the sale or other disposition of such assets as permitted by Section 7.3(a); (h) in addition to all sales permitted above, the sale or other disposition of such assets in an aggregate amount not to exceed, in any period of twelve consecutive months, 10% of consolidated total assets of Holdings and its Subsidiaries as at the beginning of such twelve-month period; and (i) the transfer of assets contemplated in Section 7.4(o). SECTION 7.7. TRANSACTIONS WITH AFFILIATES. Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to Holdings, the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among Holdings, the Borrower and any Subsidiary Loan Party not involving any other Affiliates, (c) any Restricted Payment permitted by Section 7.5 and (d) other transactions so long as such transactions are unanimously approved by the independent directors of Holdings. SECTION 7.8. RESTRICTIVE AGREEMENTS. Holdings and the Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to Holdings, the Borrower or any other Subsidiary, to Guarantee Indebtedness of Holdings, the Borrower or any other Subsidiary or to transfer any of its property or assets to Holdings, the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, and (iii) the foregoing shall not apply to the Captive Insurance Subsidiary. SECTION 7.9. HEDGING TRANSACTIONS. Holdings and the Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which Holdings, the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, each of Holdings and the -60- Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Indebtedness or (ii) as a result of changes in the market value of any common stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks. SECTION 7.10. ACCOUNTING CHANGES. Holdings will not, and will not permit any of its Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required by GAAP or applicable laws or regulations (including without limitation federal securities laws), or change the fiscal year of Holdings or of any of its Subsidiaries, except to change the fiscal year of such Subsidiary to conform its fiscal year to that of Holdings. ARTICLE VIII EVENTS OF DEFAULT SECTION 8.1. EVENTS OF DEFAULT. If any of the following events (each an "Event of Default") shall occur: (a) the Borrower shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or (b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or (c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or (d) Holdings or the Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, and 5.3 (with respect to the existence of Borrower or Holdings) or Articles VI or VII; or (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan Document, and such failure shall remain unremedied for 30 days after the earlier of (i) any Responsible Officer of Holdings or the Borrower becomes aware of such failure, or (ii) -61- notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or (f) any Loan Party or any of its Subsidiaries (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of, premium or interest on, any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; (g) Holdings, the Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for Holdings, the Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Subsidiary or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed or undischarged for a period of 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (i) Holdings, the Borrower or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Holdings, Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; or -62- (k) any judgment or order for the payment of money in excess of $50,000,000 in the aggregate, to the extent not covered by a third-party insurance carrier that has acknowledged coverage, shall be rendered against Holdings, the Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (l) any non-monetary judgment or order shall be rendered against Holdings, the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (m) a Change in Control shall occur or exist; or (n) any provision of the Holdings Guaranty Agreement or the Subsidiary Guaranty Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party, or any such Loan Party shall so state in writing, or any Loan Party shall seek to terminate its Subsidiary Guaranty Agreement; then, and in every such event (other than an event with respect to Holdings or the Borrower described in clause (g) or (h) of this Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings and the Borrower, (iii) exercise all remedies contained in any other Loan Document and (iv) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either clause (g) or (h) shall occur, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings and the Borrower. ARTICLE IX THE ADMINISTRATIVE AGENT SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT. (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and -63- powers through their respective Related Parties. The exculpatory provisions set forth in this Article IX shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article IX included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank. SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a "Default" or "Event of Default" hereunder) is given to the Administrative Agent by the Borrower or any Lender (other than the Administrative Agent in its capacity as a Lender), and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any -64- Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties. SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder. SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement. SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts. SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder. -65- SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT. (a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's resignation under this Section no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. SECTION 9.8. AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS. Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents other than this Agreement. SECTION 9.9. DOCUMENTATION AGENT; SYNDICATION AGENT. Each Lender hereby designates U.S. Bank National Association and LaSalle Bank National Association as Co-Documentation Agents and agrees that the Co-Documentation Agents shall have no duties or obligations under any Loan Documents to any Lender or any Loan Party. Each Lender hereby designates Wells Fargo Bank, National Association and KeyBank National Association as Co-Syndication Agents and agrees that the Co- Syndication Agents shall have no duties or obligations under any Loan Documents to any Lender or any Loan Party. ARTICLE X MISCELLANEOUS -66- SECTION 10.1. NOTICES. (a) WRITTEN NOTICES. (i) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: To the Borrower: Swift Transportation Co., Inc. or Holdings 2200 75th Avenue Phoenix, AZ 85043 Attention: Glynis Bryan Telecopy Number: (623) 907-7503 With a copy to: Snell & Wilmer, L.L.P. One Arizona Center Phoenix, AZ 85004-2202 Attention: Steven D. Pidgeon, Esq. Telecopy Number: (602) 382-6070 To the Administrative Agent SunTrust Bank or Swingline Lender: 201 4th Avenue North Nashville, TN 37219 Attention: Mr. Bill Crawford Telecopy Number: (615) 748-5269 With a copy to: SunTrust Bank Agency Services 303 Peachtree Street, N. E./25th Floor Atlanta, Georgia 30308 Attention: Ms. Wanda Gregory Telecopy Number: (404) 658-4906 and King & Spalding LLP 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention: Carolyn Z. Alford Telecopy Number: (404) 572-5100 To the Issuing Bank: SunTrust Bank 25 Park Place, N. E./Mail Code 3706 Atlanta, Georgia 30303 Attention: John Conley Telecopy Number: (404) 588-8129 -67- To the Swingline Lender: SunTrust Bank Agency Services 303 Peachtree Street, N. E./25th Floor Atlanta, Georgia 30308 Attention: Ms. Wanda Gregory Telecopy Number: (404) 658-4906 To any other Lender: the address set forth in the Administrative Questionnaire or the Assignment and Acceptance Agreement executed by such Lender Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery; provided, that notices delivered to the Administrative Agent, the Issuing Bank or the Swingline Lender shall not be effective until actually received by such Person at its address specified in this Section. (ii) Any agreement of the Administrative Agent and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent and Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in any such telephonic or facsimile notice. (b) ELECTRONIC COMMUNICATIONS. (i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e~mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II unless such Lender, the Issuing Bank, as applicable, and Administrative Agent have agreed to receive notices under such Section by electronic communication and have agreed to the procedures governing such communications. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications -68- pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (ii) Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. SECTION 10.2. WAIVER; AMENDMENTS. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders (and, if the Administrative Agent executes and delivers any such amendment, waiver or consent which states that it is being provided by the Administrative Agent in its capacity as such with the consent of the Required Lenders, the Borrower shall be entitled to rely thereon) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the -69- scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.21 (b) or (c) in a manner that would alter the pro rata sharing of payments required thereby , without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement, without the written consent of each Lender; (vii) release all or substantially all collateral (if any) securing any of the Obligations or agree to subordinate any Lien in such collateral to any other creditor of the Borrower or any Subsidiary, without the written consent of each Lender; provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Lender or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. SECTION 10.3. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, Issuing Bank, each Lender and each Related Party of any of the foregoing (each, an "Indemnitee") against, and hold each Indemnitee harmless from, any and all costs, losses, liabilities, claims, damages and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Loan Party or any third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the -70- consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, (i) was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such and (ii) did not arise solely out of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank or the Swingline Lender as determined by a court of competent jurisdiction in a final and nonappealable judgment. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section shall be payable promptly after written demand therefor. -71- SECTION 10.4. SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, in the case of any assignment of a Revolving Loan or reimbursement obligation of outstanding Letters of Credit, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon (i) the execution and delivery of the Assignment and Acceptance by the assigning Lender and assignee Lender, (ii) acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, (iii) consent thereof from the Borrower to the extent required pursuant to this clause (b) and (iv) if such assignee Lender is a Foreign Lender, compliance by such Person with Section 2.20(e), from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. (c) The Administrative Agent shall maintain at one of its offices in Atlanta, Georgia a register for the recordation of the names and addresses of the Lenders, and the -72- Commitments of, and principal amount of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Commitments, the Loans and the Revolving Credit Exposure in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans and Revolving Credit Exposure, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitment or the Obligations in respect of any Loan or Revolving Credit Exposure. In establishing and maintaining the Register, Administrative Agent shall serve as Company's agent solely for tax purposes and solely with respect to the actions described in this Section, and the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute "Indemnitees." (d) Any Lender may without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Swingline Lender, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby , without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement without the written consent of each Lender except to the extent such release is expressly provided under the terms of the Guaranty -73- Agreement; or (vii) release all or substantially all collateral (if any) securing any of the Obligations. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19, and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender, provided such Participant agrees to be subject to Section 10.7 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Section 2.18 and Section 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.20(e) as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) This Agreement and the other Loan Documents shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of New York. (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of the Southern District of New York, and of any state court of the State of Supreme Court of the State of New York sitting in New York county and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of -74- this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law. SECTION 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 10.7. RIGHT OF SETOFF. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank. SECTION 10.8. COUNTERPARTS; INTEGRATION. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent constitute the entire -75- agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters. SECTION 10.9. SURVIVAL. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.18, 2.19, 2.20, and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit. SECTION 10.10. SEVERABILITY. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10.11. CONFIDENTIALITY. Each of the Administrative Agent, the Issuing Bank and each Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any information designated in writing as confidential and provided to it by the Borrower or any Subsidiary, except that such information may be disclosed (i) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender, including without limitation accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority, (iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section, or which becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedy hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to provisions substantially similar to this Section, to any actual or prospective assignee or Participant, or (vii) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section shall be considered to have complied with its obligation to do so if such -76- Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information. SECTION 10.12. INTEREST RATE LIMITATION. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate of interest (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender. SECTION 10.13. WAIVER OF EFFECT OF CORPORATE SEAL. The Borrower represents and warrants that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any requirement of law or regulation, agrees that this Agreement is delivered by Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this Agreement or such other Loan Documents. SECTION 10.14. PATRIOT ACT. The Administrative Agent and each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. Each Loan Party shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such other actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. (remainder of page left intentionally blank) -77- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, under seal in the case of Holdings and the Borrower, by their respective authorized officers as of the day and year first above written. BORROWER: SWIFT TRANSPORTATION CO., INC., an Arizona corporation By: L.S. ------------------------------- Name: ---------------------------------- Title: --------------------------------- HOLDINGS: SWIFT TRANSPORTATION CO., INC., a Nevada corporation By: L.S. ------------------------------- Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] SUNTRUST BANK AS ADMINISTRATIVE AGENT, AS ISSUING BANK, AS SWINGLINE LENDER AND AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] WELLS FARGO BANK, NATIONAL ASSOCIATION, AS A CO-SYNDICATION AGENT AND AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] KEYBANK NATIONAL ASSOCIATION, AS A CO-SYNDICATION AGENT AND AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] U.S. BANK NATIONAL ASSOCIATION, AS A CO-DOCUMENTATION AGENT AND AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] LASALLE BANK NATIONAL ASSOCIATION, AS A CO-DOCUMENTATION AGENT AND AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] PNC BANK, NATIONAL ASSOCIATION, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] THE BANK OF TOKYO-MITSUBISHI, LTD., AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] BNP PARIBAS, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] SUMITOMO MITSUI BANKING CORPORATION, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] BRANCH BANKING AND TRUST COMPANY, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] THE NORINCHUKIN BANK, NEW YORK BRANCH, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] UMB BANK ARIZONA, N.A., AS A LENDER By: ------------------------------------ Name: Mark E. Peterson Title: President [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] BANK HAPOALIM B.M., AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] CHINATRUST COMMERCIAL BANK, NEW YORK BRANCH, AS A LENDER By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] ANNEX I REVOLVING COMMITMENTS

Lender Amount - ------ ------------ SUNTRUST BANK $ 64,000,000 WELLS FARGO BANK, NATIONAL ASSOCIATION $ 53,500,000 KEYBANK NATIONAL ASSOCIATION $ 53,500,000 U.S. BANK NATIONAL ASSOCATION $ 53,500,000 LASALLE BANK NATIONAL ASSOCIATION $ 53,500,000 PNC BANK, NATIONAL ASSOCIATION $ 45,000,000 THE BANK OF TOKYO-MITSUBISHI, LTD. $ 45,000,000 BNP PARIBAS $ 35,000,000 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES $ 35,000,000 SUMITOMO MITSUI BANKING CORPORATION $ 35,000,000 BRANCH BANKING AND TRUST COMPANY $ 20,000,000 THE NORINCHUKIN BANK, NEW YORK BRANCH $ 20,000,000 UMB BANK ARIZONA, N.A. $ 20,000,000 BANK HAPOALIM B.M. $ 10,000,000 CHINATRUST COMMERCIAL BANK, NEW YORK BRANCH $ 7,000,000 ------------ $550,000,000

SCHEDULE I APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

Applicable Margin Applicable Pricing for Eurodollar Percentage for Level Leverage Ratio Loans Commitment Fee - ------- ------------------------ ----------------- ---------------- I Less than 1.00:1.00 0.400% per annum 0.080% per annum II Less than 1.50:1.00 but greater than or equal to 1.00:1.00 0.500% per annum 0.10% per annum III Less than 2.00:1.00 but greater than or equal to 1.50:1.00 0.625% per annum 0.125% per annum IV Less than 2.50:1.00 but greater than or equal to 2.00:1.00 0.750% per annum 0.150% per annum V Greater than or equal to 2.50:1.00 1.000% per annum 0.175% per annum

SCHEDULE 1.1 EXISTING LETTERS OF CREDIT

L/C EFFECTIVE EXPIRATION NUMBER APPLICANT BENEFICIARY ISSUE DATE DATE DATE AMOUNT - ------ --------- ----------- ----------- --------- ---------- ------

SCHEDULE 4.5 ENVIRONMENTAL MATTERS NONE SCHEDULE 4.14 SUBSIDIARIES

PERCENTAGE OWNERSHIP DIRECT OR INDIRECT INTEREST OF SUBSIDIARY HOLDINGS AND NAME OF SUBSIDIARY TYPE OF ENTITY JURISDICTION OF HOLDINGS SUBSIDIARIES - ------------------ -------------- ------------ ------------------ ------------

SCHEDULE 7.1 OUTSTANDING INDEBTEDNESS SCHEDULE 7.2 EXISTING LIENS SCHEDULE 7.4 EXISTING INVESTMENTS EX-10.21 4 p71891exv10w21.txt EXHIBIT 10.21 Exhibit 10.21 ================================================================================ AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 21, 2005 AMONG SWIFT RECEIVABLES CORPORATION, AS THE SELLER, SWIFT TRANSPORTATION CORPORATION, AS THE INITIAL COLLECTION AGENT, ABN AMRO BANK N.V., AS THE AGENT AND AS THE AMSTERDAM PURCHASER AGENT, SUNTRUST CAPITAL MARKETS, AS THE THREE PILLARS FUNDING LLC PURCHASER AGENT, THE OTHER PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO THE RELATED BANK PURCHASERS FROM TIME TO TIME PARTY HERETO, THREE PILLARS FUNDING LLC, AS A CONDUIT PURCHASER, AMSTERDAM FUNDING CORPORATION, AS A CONDUIT PURCHASER AND THE OTHER CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO ================================================================================ TABLE OF CONTENTS

PAGE ---- ARTICLE I PURCHASES FROM SELLER AND SETTLEMENTS................. 1 Section 1.1. Sales................................................. 1 Section 1.2. Interim Liquidations.................................. 4 Section 1.3. Selection of Discount Rates and Tranche Periods....... 4 Section 1.4. Fees and Other Costs and Expenses..................... 5 Section 1.5. Maintenance of Sold Interest; Deemed Collection....... 5 Section 1.6. Reduction in Commitments.............................. 6 Section 1.7. Optional Repurchases.................................. 6 Section 1.8. Assignment of Purchase Agreement...................... 7 ARTICLE II SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS..... 7 Section 2.1. Required Purchases from a Conduit Purchaser........... 7 Section 2.2. Purchases by a Conduit Purchaser...................... 7 Section 2.3. Allocations and Distributions......................... 8 ARTICLE III ADMINISTRATION AND COLLECTIONS........................ 9 Section 3.1. Appointment of Collection Agent....................... 9 Section 3.2. Duties of Collection Agent............................ 10 Section 3.3. Reports............................................... 11 Section 3.4. Lock-Box Arrangements................................. 11 Section 3.5. Enforcement Rights.................................... 11 Section 3.6. Collection Agent Fee.................................. 12 Section 3.7. Responsibilities of the Seller........................ 12 Section 3.8. Actions by Seller..................................... 12 Section 3.9. Indemnities by the Collection Agent................... 12 ARTICLE IV REPRESENTATIONS AND WARRANTIES........................ 13 Section 4.1. Representations and Warranties........................ 13 ARTICLE V COVENANTS............................................. 15 Section 5.1. Covenants of the Seller............................... 15 ARTICLE VI INDEMNIFICATION....................................... 19 Section 6.1. Indemnities by the Seller............................. 19 Section 6.2. Increased Cost and Reduced Return..................... 21 Section 6.3. Other Costs and Expenses.............................. 22 Section 6.4. Withholding Taxes..................................... 22 Section 6.5. Payments and Allocations.............................. 22

ARTICLE VII CONDITIONS PRECEDENT.................................. 23 Section 7.1. Conditions to Closing................................. 23 Section 7.2. Conditions to Each Purchase........................... 24 ARTICLE VIII THE AGENT............................................. 24 Section 8.1. Appointment and Authorization......................... 24 Section 8.2. Delegation of Duties.................................. 25 Section 8.3. Exculpatory Provisions................................ 25 Section 8.4. Reliance by Agent..................................... 26 Section 8.5. Assumed Payments...................................... 26 Section 8.6. Notice of Termination Events.......................... 27 Section 8.7. Non-Reliance on Agent, Purchaser Agents and Other Purchasers......................................... 27 Section 8.8. Agents and Affiliates................................. 28 Section 8.9. Indemnification....................................... 28 Section 8.10. Successor Agent....................................... 28 ARTICLE IX MISCELLANEOUS......................................... 28 Section 9.1. Termination........................................... 28 Section 9.2. Notices............................................... 29 Section 9.3. Payments and Computations............................. 29 Section 9.4. Sharing of Recoveries................................. 29 Section 9.5. Right of Setoff....................................... 30 Section 9.6. Amendments............................................ 30 Section 9.7. Waivers............................................... 30 Section 9.8. Successors and Assigns; Participations; Assignments... 31 Section 9.9. Intended Tax Characterization......................... 32 Section 9.10. Confidentiality....................................... 33 Section 9.11. Agreement Not to Petition............................. 33 Section 9.12. Excess Funds.......................................... 33 Section 9.13. No Recourse........................................... 34 Section 9.14. Headings; Counterparts................................ 34 Section 9.15. Cumulative Rights and Severability.................... 34 Section 9.16. Governing Law; Submission to Jurisdiction............. 34 Section 9.17. WAIVER OF TRIAL BY JURY............................... 34 Section 9.18. Entire Agreement...................................... 34 Section 9.19 Seller Address Change................................. 35 -ii-

SCHEDULES DESCRIPTION - --------- ----------- Schedule I Definitions Schedule II Related Bank Purchasers and Commitments of Related Bank Purchasers

EXHIBITS DESCRIPTION - -------- ----------- Exhibit A Form of Incremental Purchase Request Exhibit B Form of Periodic Report Exhibit C Addresses and Names of Seller and Originator Exhibit D Subsidiaries Exhibit E Lock-Boxes and Lock-Box Banks Exhibit F Form of Lock-Box Letter Exhibit G Compliance Certificate Exhibit H Credit and Collection Policy

-iii- AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December 21, 2005, among Swift Receivables Corporation, a Delaware corporation, as Seller (the "Seller"), Swift Transportation Corporation, a Nevada corporation, as initial Collection Agent (the "Initial Collection Agent," and, together with any successor thereto, the "Collection Agent"), ABN AMRO Bank N.V., as agent for Amsterdam and the Purchasers (the "Agent"), SunTrust Capital Markets, as the Three Pillars Purchaser Agent, the Other Purchaser Agents from time to time party hereto, the related bank purchasers party hereto (the "Related Bank Purchasers"), Three Pillars Funding LLC ("Three Pillars"), as a Conduit Purchaser, Amsterdam Funding Corporation ("Amsterdam"), as a Conduit Purchaser and the other Conduit Purchasers from time to time party hereto. Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I. The parties hereto agree as follows: ARTICLE I PURCHASES FROM SELLER AND SETTLEMENTS Reference is made to the Receivables Sale Agreement dated as of December 30, 1999 (as amended prior to the date hereof, the "Original Sale Agreement"), among the Seller, the Initial Collection Agent, the Agent, the Liquidity Providers party thereto, ABN AMRO Bank N.V., as provider of the Program LOC (the "Enhancer"), and Amsterdam Funding Corporation. The Seller has requested that (i) a new Conduit Purchaser, Three Pillars Funding LLC and a Related Bank Purchaser, SunTrust Bank, be added as purchasers (and not as assignees) under this Agreement and (ii) that certain additional amendments be made. This Agreement amends and replaces in its entirety the Original Sale Agreement, and from and after the date hereof, all references to the Original Sale Agreement in any Transaction Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. Section 1.1. Sales. (a) The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Termination Date, sell to the Conduit Purchasers or, only if the Conduit Purchasers decline to make the applicable purchase, ratably to the Related Bank Purchasers for such Conduit Purchaser of an undivided percentage ownership interest in the Receivables, the Related Security and all related Collections. Any such purchase (a "Purchase") shall be made by each relevant Purchaser remitting funds to the Seller, through its Purchaser, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables, the Related Security and related Collections (its "Purchase Interest") shall equal at any time the following quotient: I --- + PRP ER where: I = the outstanding Investment of such Purchaser at such time; ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage. Except during a Liquidation Period for a Purchaser, such Purchaser's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser under the Transfer Agreement. The sum of all Purchasers' Purchase Interests at any time is referred to herein as the "Sold Interest", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables, the Related Security and Collections. (b) Conduit Purchasers Purchase Option and Other Purchasers' Commitments. Subject to Section 1.1(d) concerning Reinvestment Purchases, at no time will the Conduit Purchasers have any obligation to make a Purchase. Each Related Bank Purchaser severally hereby agrees, subject to Section 7.2 and the other terms and conditions hereof (including, in the case of an Incremental Purchase (as defined below), the condition that the related Conduit Purchaser has refused to make a requested Purchase), to make Purchases before the Termination Date, based on the applicable Purchaser Group's Ratable Share of each Purchase (and, in the case of each Related Bank Purchaser, the Commitment Percentage of its Purchaser Group's Ratable Shares of such Purchase), to the extent its Investment would not thereby exceed its Commitment, the Aggregate Investment would not thereby exceed the Purchase Limit, and the Matured Aggregate Investment would not thereby exceed the Aggregate Commitments. Each Purchaser's first Purchase and each additional Purchase by such Purchaser not made from Collections pursuant to Section 1.1(d) is referred to herein as an "Incremental Purchase." Each Purchase made by a Purchaser with the proceeds of Collections in which it has a Purchase Interest, which does not increase the outstanding Investment of such Purchaser, is referred to herein as a "Reinvestment Purchase." All Purchases hereunder shall be made ratably by each Purchaser Group in accordance with the Commitment of such Purchaser Group. (c) Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal -2- to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 11:00 a.m. (Chicago time) on the Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Related Bank Purchasers). Each Purchaser Agent shall transfer to the Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account prior to 11:00 a.m. on such day. (d) Reinvestment Purchases. Unless a Conduit Purchaser has provided to the Agent, its Purchaser Agent, the Seller, and the Collection Agent a notice (which notice has not been revoked) that it no longer wishes to make Reinvestment Purchases (in which case such Conduit Purchaser's Reinvestment Purchases, but not those of its Related Bank Purchasers, shall cease), on each day before the Termination Date that any Collections are received by the Collection Agent and no Interim Liquidation is in effect a Purchaser's Purchase Interest in such Collections shall automatically be used to make a Reinvestment Purchase by such Purchaser. A Conduit Purchaser may revoke any notice provided under the first sentence of this Section 1.1(d) by notifying the Agent, its Purchaser Agent, the Seller, and the Collection Agent that it will make Reinvestment Purchases. (e) Assignments. Pursuant to the Original Sale Agreement, the Purchaser Agent for Amsterdam (on behalf of Amsterdam) has from time to time purchased Receivables which are currently outstanding in the amount of $245,000,000. The parties hereto are amending and restating the Original Sale Agreement in order to add Three Pillars as a Conduit Purchaser hereunder, SunTrust as a Related Bank Purchaser hereunder for Three Pillars and as the Purchaser Agent for the Three Pillars Purchaser Group. Amsterdam hereby sells and assigns to Three Pillars, and Three Pillars hereby purchases and assumes from Amsterdam, a Purchase Interest in the Receivables which are held by the Purchaser Agent for Amsterdam for the benefit of Amsterdam in the amount of $102,083,341.50 such that the Purchase Interest of Three Pillars in Receivables on the date hereof shall each equal such amount and the Purchase Interest of Amsterdam shall equal $142,916,658.50. Amsterdam represents and warrants that it is the legal and beneficial owner of the Purchase Interest assigned by it hereunder and that such Purchase Interest is free and clear of any Adverse Claim created by the Purchaser Agent for Amsterdam and/or Amsterdam. -3- (f) Security Interest. To secure all of the Seller's obligations under the Transaction Documents, the Seller hereby grants to the Agent (for the benefit of the Purchasers and any other Person to whom any amount is owed hereunder) a security interest in all of the Seller's rights in the Receivables, the Related Security, the Collections, and the Lock- Box Accounts and all proceeds of the foregoing. The security interest granted hereunder shall terminate on the date the Aggregate Investment is reduced to zero, all other amounts owing the Agent and the Purchasers have been paid in full and the Commitments shall have terminated. Section 1.2. Interim Liquidations. (a) Optional. The Seller may at any time direct that Reinvestment Purchases cease and that an Interim Liquidation commence for all Purchasers by giving the Agent, each Purchaser Agent and the Collection Agent at least three Business Days' prior written (including telecopy or other facsimile communication) notice specifying the date on which the Interim Liquidation shall commence and, if desired, when such Interim Liquidation shall cease (identified as a specific date prior to the Termination Date or as when the Aggregate Investment is reduced to a specified amount). If the Seller does not so specify the date on which an Interim Liquidation shall cease, it may cause such Interim Liquidation to cease at any time before the Termination Date, subject to Section 1.2(b) below, by notifying the Agent, each Purchaser Agent and the Collection Agent in writing (including by telecopy or other facsimile communication) at least three Business Days before the date on which it desires such Interim Liquidation to cease. (b) Mandatory. If at any time before the Termination Date any condition in Section 7.2 is not fulfilled, the Seller shall immediately notify the Agent, each Purchaser Agent and the Collection Agent, whereupon Reinvestment Purchases shall cease and an Interim Liquidation shall commence, which shall cease only upon the Seller confirming to the Agent that the conditions in Section 7.2 are fulfilled. Section 1.3. Selection of Discount Rates and Tranche Periods. (a) The Seller shall pay Funding Charges with respect to each Conduit Purchaser's Purchase Interest for each day that any Investment in respect of such Purchase Interest is outstanding. Each such Purchase Interest will accrue Funding Charges each day based on the Pooled Allocation. On each Settlement Date the Seller shall pay to the applicable Purchaser Agent (for the benefit of its Conduit Purchaser) an aggregate amount equal to all accrued and unpaid Funding Charges in respect of such Purchase Interest for the immediately preceding Discount Period. All Investment of the Related Bank Purchasers shall be allocated to one or more Tranches reflecting the Discount Rates at which such Investment accrues Discount and the Tranche Periods for which such Discount Rates apply. In each request for an Incremental Purchase from a Related Bank Purchaser and three Business Days before the expiration of any Tranche Period applicable to any Related Bank Purchaser's Investment, the Seller may request the Tranche Period(s) to be applicable to such Investment and the Discount Rate(s) applicable thereto. All Investment of the Related Bank Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period applicable to such Investment. Any Investment of the Conduit Purchasers not allocated to a Tranche Period shall be a Prime Tranche. During the pendency of a Termination Event, the applicable Purchaser Agent may reallocate any outstanding Investment of the Related Bank Purchasers to a Prime Tranche. All Discount accrued on the Investment of the Related Bank Purchasers during a Tranche Period shall be -4- payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a Tranche Period of more than three months, 90 days after the commencement, and on the last day, of such Tranche Period. (b) Each Purchaser Agent shall allocate the Investment of its Conduit Purchaser to Tranche Periods in its sole discretion. If, by the time required in Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for any Investment of any Related Bank Purchaser, such amount of Investment shall automatically accrue Discount at the Prime Rate for a three Business Day Tranche Period. Any Investment purchased from a Conduit Purchaser pursuant to a Transfer Agreement shall accrue interest at the Prime Rate and have an initial Tranche Period of three Business Days. (c) If a Purchaser Agent or any Related Bank Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match fund any of such Related Bank Purchaser's Eurodollar Tranches are not available or (iii) that the maintenance of any Eurodollar Tranche will not adequately and fairly reflect the cost of such Related Bank Purchaser of funding Eurodollar Tranches, then such Purchaser Agent, upon the direction of such Purchaser, shall suspend the availability of, and terminate any outstanding, Eurodollar Tranche so affected. All Investment allocated to any such terminated Eurodollar Tranche shall be reallocated to a Prime Tranche. Section 1.4. Fees and Other Costs and Expenses. (a) The Seller shall pay to each Purchaser Agent for the ratable benefit of its Purchaser Group, such amounts as agreed to with the Seller in the Fee Letter for such Purchaser Group. (b) If (i) with respect to any Investment of any Condit Purchaser, the amount of such Conduit Purchaser's Investment is reduced on any date other than the last day of a CP Tranche Period, (ii) the amount of Investment allocated to any Eurodollar Tranche is reduced before the last day of its Tranche Period or (iii) if a requested Incremental Purchase at the Eurodollar Rate does not take place on its scheduled Purchase Date, the Seller shall pay the Early Payment Fee to each Purchaser in the applicable Purchaser Group that had its Investment so reduced or scheduled Purchase not made. (c) Investment shall be payable solely from Collections and from amounts payable under Sections 1.5, 1.7 and 6.1 (to the extent amounts paid under Section 6.1 indemnify against reductions in or non-payment of Receivables). The Seller shall pay, as a full recourse obligation, all amounts payable pursuant to Sections 1.5, 1.7 and 6.1 and all other amounts payable hereunder (other than Investment), including, without limitation, all Discount, fees described in clauses (a) and (b) above and amounts payable under Article VI. Section 1.5. Maintenance of Sold Interest; Deemed Collection. (a) General. If as of any Reporting Date before the Termination Date the Eligible Receivables Balance is less than the sum of the Aggregate Investment (or, if a Termination Event exists, the Matured Aggregate Investment) plus the Aggregate Reserve, the Seller shall pay ratably to the Purchaser Agent for their Purchaser Group an amount equal to such deficiency for application to reduce the Investments of the Purchasers ratably in accordance with the principal amount of their respective -5- Investments, applied first to such Purchaser's Prime Tranches and second to the other Tranches applicable to the Investment of such Purchaser with the shortest remaining maturities unless otherwise specified by the Seller. (b) Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the Seller shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation. If on any day any representation, warranty, covenant or other agreement of the Seller related to a Receivable is not true or is not satisfied, the Seller shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable. Subject to Section 1.5(c), all such Collections deemed received by the Seller under this Section 1.5(b) shall be remitted by the Seller to the Collection Agent in accordance with Section 5.1(i). Unless the Agent otherwise requires, prior to the Termination Date payment obligations for any day under this Section 1.5(b) shall only be payable on the Settlement Date occurring in the next succeeding calendar month. (c) Adjustment to Sold Interest. At any time before the Termination Date that the Seller is deemed to have received any Collection under Section 1.5(b) ("Deemed Collections") that derive from a Receivable that is otherwise reported as an Eligible Receivable, so long as no Liquidation Period then exists, the Seller may satisfy its obligation to deliver such amount to the Collection Agent by instead notifying the Agent that the Sold Interest should be recalculated by decreasing the Eligible Receivables Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Sold Interest to exceed 100%. (d) Payment Assumption. Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Seller from any Obligor shall be applied as a Collection of Receivables of such Obligor (starting with the oldest such Receivable) and remitted to the Collection Agent as such. Section 1.6. Reduction in Commitments. The Seller may, upon thirty days' notice to the Agent and each Purchaser Agent, reduce the Aggregate Commitment in increments of $1,000,000, so long as the Aggregate Commitment as so reduced equals at least the outstanding Matured Aggregate Investment. Each such reduction in the Aggregate Commitment shall reduce the Commitment of each Related Bank Purchaser in accordance with its Ratable Share and shall ratably reduce the Purchase Limit so that the Aggregate Commitment remains at least 102% of the Purchase Limit and the Purchase Limit is not less than the outstanding Aggregate Investment. Section 1.7. Optional Repurchases. Upon two Business Days' notice to the Agent and each Purchaser Agent, the Seller may repurchase the entire Sold Interest from the Purchasers at a price equal to the outstanding Matured Aggregate Investment and all other amounts then owed hereunder. -6- Section 1.8. Assignment of Purchase Agreement. The Seller hereby assigns and otherwise transfers to the Agent (for the benefit of the Agent, each Purchaser Agent, each Purchaser and any other Person to whom any amount is owed hereunder), all of the Seller's right, title and interest in, to and under the Purchase Agreement. The Seller shall execute, file and record all financing statements, continuation statements and other documents required to perfect or protect such assignment. This assignment includes (a) all monies due and to become due to the Seller from the Originator or the Parent under or in connection with the Purchase Agreement (including fees, expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreement) and (b) all rights, remedies, powers, privileges and claims of the Seller against the Originator or the Parent under or in connection with the Purchase Agreement. All provisions of the Purchase Agreement shall inure to the benefit of, and may be relied upon by, the Agent, each Purchaser Agent, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the Agent shall have the sole right to enforce the Seller's rights and remedies under the Purchase Agreement to the same extent as the Seller could absent this assignment, but without any obligation on the part of the Agent, any Purchaser Agent, any Purchaser or any other such Person to perform any of the obligations of the Seller under the Purchase Agreement (or the promissory note executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith. ARTICLE II SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS Section 2.1. Required Purchases from a Conduit Purchaser. (a) Each Conduit Purchaser may, at any time, sell to its Related Bank Purchasers pursuant to the relevant Transfer Agreement any percentage designated by such Conduit Purchaser of such Conduit Purchaser's Investment and its related Conduit Purchaser Settlement (each, a "Put"). (b) Any portion of any Investment of a Conduit Purchaser and related Conduit Purchaser Settlement purchased by a Related Bank Purchaser shall be considered part of such Related Bank Purchaser's Investment and related Conduit Purchaser Settlement from the date of the relevant Put. Immediately upon any purchase by a Related Bank Purchaser of any portion of the relevant Conduit Purchaser's Investment, the Seller shall pay to the relevant Purchaser Agent (for the ratable benefit of each such Purchaser) an amount equal to the sum of (i) the Assigned Settlement and (ii) all unpaid Discount owed to such Conduit Purchaser (whether or not then due) to the end of each applicable Tranche Period to which any Investment being Put has been allocated, (iii) all accrued but unpaid fees (whether or not then due) payable to such Conduit Purchaser in connection herewith at the time of such purchase and (iv) all accrued and unpaid costs, expenses and indemnities due to such Conduit Purchaser from the Seller in connection herewith. Section 2.2. Purchases by a Conduit Purchaser. Each Conduit Purchaser may at any time deliver to its Purchaser Agent and each of its Related Bank Purchasers a notification of -7- assignment in substantially the form provided by the relevant Transfer Agreement. If a Conduit Purchaser delivers such notice, each of its Related Bank Purchasers shall sell to such Conduit Purchaser and such Conduit Purchaser shall purchase in full from each such Related Bank Purchasers, the Investment of such Related Bank Purchasers on the last day of the relevant Tranche Periods, at a purchase price equal to such Investment plus accrued and unpaid Discount thereon. Any sale from any Related Bank Purchaser to the relevant Conduit Purchaser pursuant to this Section 2.2 shall be without recourse, representation or warranty except for the representation and warranty that the Investment sold by such Related Bank Purchaser is free and clear of any Adverse Claim created or granted by such Related Bank Purchaser and that such Related Bank Purchaser has not suffered a Bankruptcy Event. Section 2.3. Allocations and Distributions. (a) Non-Reinvestment Periods. Before the Termination Date unless an Interim Liquidation is in effect, on each day during a period that a Conduit Purchaser is not making Reinvestment Purchases (as established under Section 1.1(d)), the Collection Agent (i) shall set aside and hold in trust solely for the benefit of the applicable Conduit Purchaser (or deliver to the applicable Purchaser Agent, if so instructed pursuant to Section 3.2(a)) such Conduit Purchaser's Purchase Interest in all Collections received on such day and (ii) shall distribute on the last day of each CP Tranche Period to the applicable Purchaser Agent (for the benefit of such Conduit Purchaser) the amounts so set aside up to the amount of such Conduit Purchaser's Purchase Interest and, to the extent not already paid in full, all Discount thereon and all other amounts then due from the Seller in connection with such Purchase Interest and Tranche Period. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(a) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%. (b) Termination Date and Interim Liquidations. On each day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, all Collections received on such day and such Collections shall be allocated as follows: (i) first, to the Collection Agent until all amounts owed to the Collection Agent under the Agreement have been paid in full; (ii) second, ratably to each Purchaser Group until all Investment of, and Discount and interest due but not already paid to, each Purchaser Group has been paid in full; (iii) third, ratably to each Purchaser Group until all other amounts owed to such Purchaser Group under the Transaction Documents have been paid in full; (iv) fourth, to the Agent until all amounts owed to the Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; -8- (v) fifth, to each Purchaser Agent until all amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vii) seventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (ii) and (iii) above. No distributions shall be made to pay amounts under clauses (iv), (v), (vi) and (vii) above until sufficient Collections have been set aside to pay all amounts described in clauses (ii) and (iii) that may become payable for all outstanding Tranche Periods. All distributions by the Agent or any Purchaser Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any amounts, payable hereunder that are obligations of the Seller pursuant to Section 1.4(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution in respect of each applicable Purchaser's Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%. ARTICLE III ADMINISTRATION AND COLLECTIONS Section 3.1. Appointment of Collection Agent. (a) The servicing, administering and collecting of the Receivables shall be conducted by a Person (the "Collection Agent") designated to so act on behalf of the Purchasers under this Article III. As the Initial Collection Agent, the Originator is hereby designated as, and agrees to perform the duties and obligations of, the Collection Agent. The Originator acknowledges that the Agent, each Purchaser Agent and each Purchaser have relied on the Originator's agreement to act as Collection Agent (and the agreement of any of the sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Collection Agent nor permit any sub-collection agent to voluntarily resign as a sub-collection agent. At any time after the occurrence of a Collection Agent Replacement Event, the Agent may designate a new Collection Agent to succeed the Originator (or any successor Collection Agent). (b) The Originator may, and if requested by the Agent shall, delegate its duties and obligations as Collection Agent to the Parent or other Affiliate (acting as a sub-collection agent). Notwithstanding such delegation, the Originator shall remain primarily liable for the performance of the duties and obligations so delegated, and the Agent, each Purchaser Agent and each Purchaser shall have the right to look solely to the Originator for such performance. The -9- Agent (with the consent of the Instructing Group) may at any time after the occurrence of a Collection Agent Replacement Event remove or replace any sub-collection agent. (c) If replaced, the Collection Agent agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any new Collection Agent (including providing access to, and transferring, all Records and allowing (to the extent permitted by applicable law and contract) the new Collection Agent to use all licenses, hardware or software necessary or desirable to collect the Receivables). The Originator irrevocably agrees to act (if requested to do so) as the data-processing agent for any new Collection Agent in substantially the same manner as the Originator conducted such data-processing functions while it acted as the Collection Agent. Section 3.2. Duties of Collection Agent. (a) The Collection Agent shall take, or cause to be taken, all action necessary or advisable to collect each Receivable in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, in accordance herewith, separately account for (and thereby deemed to set aside) all Collections to which a Purchaser is entitled. If so instructed by the Agent, after the occurrence of a Collection Agent Replacement Event, the Collection Agent shall transfer to each Purchaser Agent the amount of Collections to which such Purchaser Agent and the applicable Purchasers are entitled by the Business Day following receipt. Each party hereto hereby appoints the Collection Agent to enforce such Person's rights and interests in the Receivables, but (notwithstanding any other provision in any Transaction Document) the Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable. (b) If no Termination Event exists and the Collection Agent determines that such action is appropriate in order to maximize the Collections, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than thirty (30) days) or adjust the outstanding balance of any Receivable. Any such extension or adjustment shall not alter the status of a Receivable as a Defaulted Receivable or Delinquent Receivable or limit any rights of the Agent, any Purchaser Agent or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or adjustments only with the prior consent of the Instructing Group. (c) The Collection Agent shall turn over to the Seller (i) any percentage of Collections in excess of the Sold Interest, less all reasonable costs and expenses of the Collection Agent for servicing, collecting and administering the Receivables and (ii) subject to Section 1.5(d), the collections and records for any indebtedness owed to the Seller that is not a Receivable. The Collection Agent shall have no obligation to remit any such funds or records to the Seller until the Collection Agent receives evidence (satisfactory to the Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by this Section 3.2(c). -10- Section 3.3. Reports. On or before the fifteenth Business Day of each month, and at such other times covering such other periods as is requested by the Agent or the Instructing Group, the Collection Agent shall deliver to the Agent and each Purchaser Agent a report reflecting information as of the close of business of the Collection Agent for the immediately preceding calendar month or such other preceding period as is requested (each a "Periodic Report"), containing the information described on Exhibit B (with such modifications or additional information as requested by the Agent or the Instructing Group). Section 3.4. Lock-Box Arrangements. The Agent is hereby authorized to give notice at any time after the occurrence of a Collection Agent Replacement Event to any or all Lock-Box Banks that the Agent is exercising its rights under the Lock-Box Letters and to take all actions permitted under the Lock-Box Letters. The Seller agrees to take any action requested by the Agent to facilitate the foregoing. After the Agent takes any such action under the Lock-Box Letters, the Seller shall immediately deliver to the Agent any Collections received by the Seller. If the Agent takes control of any Lock-Box Account, the Agent shall distribute Collections it receives in accordance herewith and shall deliver to the Collection Agent, for distribution under Section 3.2, all other amounts it receives from such Lock-Box Account. Section 3.5. Enforcement Rights. (a) The Agent may at any time after the occurrence of a Collection Agent Replacement Event direct the Obligors and the Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent's request after the occurrence of a Collection Agent Replacement Event, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Agent's ownership of the Sold Interest and direct that payments on Receivables be made directly to the Agent or its designee, (ii) assemble for the Agent all Records and collateral security for the Receivables and the Related Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to the Agent (or its designee) the use of, all software useful to collect the Receivables and (iii) segregate in a manner acceptable to the Agent all Collections the Seller receives and, promptly upon receipt, remit such Collections in the form received, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee. (b) After the occurrence of a Collection Agent Replacement Event, the Seller hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place of the Seller, to take any and all steps deemed desirable by the Agent, in the name and on behalf of the Seller to (i) collect any amounts due under any Receivable, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Receivables and the Related Security, and (ii) exercise any and all of the Seller's rights and remedies under the Purchase Agreement and the Limited Guaranty. The Agent's powers under this Section 3.5(b) shall not subject the Agent to any liability if any action taken by it proves to be inadequate or invalid, nor shall such powers confer any obligation whatsoever upon the Agent. -11- (c) None of the Agent, any Purchaser Agent or any Purchaser shall have any obligation to take or consent to any action to realize upon any Receivable or Related Security or to enforce any rights or remedies related thereto. Section 3.6. Collection Agent Fee. On or before the twentieth day of each calendar month, the Seller shall pay to the Collection Agent a fee for the immediately preceding calendar month as compensation for its services (the "Collection Agent Fee") equal to (a) at all times the Originator or an Affiliate of any Swift Entity is the Collection Agent, such consideration as is acceptable to it, the receipt and sufficiency of which is hereby acknowledged, and (b) at all times any other Person is the Collection Agent, a reasonable amount agreed upon by the Agent (with the consent of the Instructing Group) and the new Collection Agent on an arm's-length basis reflecting rates and terms prevailing in the market at such time. The Collection Agent may apply to payment of the Collection Agent Fee only the portion of the Collections in excess of the Sold Interest plus Collections that fund Reinvestment Purchases. The Agent may, with the consent of the Instructing Group, pay the Collection Agent Fee to the Collection Agent from the Sold Interest in Collections. The Seller shall be obligated to reimburse any such payment. Section 3.7. Responsibilities of the Seller. The Seller shall, or shall cause the Originator to, pay when due all Taxes payable in connection with the Receivables and the Related Security or their creation or satisfaction. The Seller shall, and shall cause the Originator to, perform all of its obligations under agreements related to the Receivables and the Related Security to the same extent as if interests in the Receivables and the Related Security had not been transferred hereunder or, in the case of the Originator, under the Purchase Agreement. The Agent's, any Purchaser Agent or any Purchaser's exercise of any rights hereunder shall not relieve the Seller or the Originator from such obligations. None of the Agent, any Purchaser Agents or any Purchaser shall have any obligation to perform any obligation of the Seller or of the Originator or any other obligation or liability in connection with the Receivables or the Related Security. Section 3.8. Actions by Seller. The Seller shall defend and indemnify the Agent, each Purchaser Agent and each Purchaser against all costs, expenses, claims and liabilities for any action taken by the Seller, the Originator or any other Affiliate of the Seller or of the Originator (whether acting as Collection Agent or otherwise) related to any Receivable and the Related Security, or arising out of any alleged failure of compliance of any Receivable or the Related Security with the provisions of any law or regulation. If any goods related to a Receivable are repossessed, the Seller agrees to resell, or to have the Originator or another Affiliate resell, such goods in a commercially reasonable manner for the account of the Agent and remit, or have remitted, to the Agent the Purchasers' share in the gross sale proceeds thereof net of any out-of-pocket expenses and any equity of redemption of the Obligor thereon. Any such moneys collected by the Seller or the Originator or other Affiliate of the Seller pursuant to this Section 3.8 shall be segregated and held in trust for the Agent and remitted to the Agent's Account within one Business Day of receipt as part of the Sold Interest in Collections for application as provided herein. Section 3.9. Indemnities by the Collection Agent. Without limiting any other rights any Person may have hereunder or under applicable law, the Collection Agent hereby indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective -12- officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to: (i) any representation or warranty made by or on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made; (ii) the failure by the Collection Agent to comply with any applicable law, rule or regulation related to any Receivable or the Related Security; (iii) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Agent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; or (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the Collection Agent is a party; whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent, any Purchaser Agent and each Purchaser to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent hereunder. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1. Representations and Warranties. The Seller represents and warrants to the Agent, any Purchaser Agent and each Purchaser that: (a) Corporate Existence and Power. Each of the Seller and each Swift Entity is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all corporate power and authority and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted, except where failure to obtain such license, authorization, consent or approval would not have an adverse effect on (i) its -13- ability to perform its obligations under, or the enforceability of, any Transaction Document, (ii) its business or financial condition, (iii) the interests of the Agent, any Purchaser Agent or any Purchaser under any Transaction Document or (iv) the enforceability or collectibility of a material portion of the Receivables. (b) Corporate Authorization and No Contravention. The execution, delivery and performance by each of the Seller and each Swift Entity of each Transaction Document to which it is a party (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its or any Subsidiary's charter or by-laws or (C) any agreement, order or other instrument to which it or any Subsidiary is a party or its property is subject and (iv) will not result in any Adverse Claim on any Receivable, the Related Security or Collection or give cause for the acceleration of any indebtedness of the Seller, any Swift Entity or any Subsidiary. (c) No Consent Required. No approval, authorization or other action by, or filings with, any Governmental Authority or other Person (other than the parties hereto) is required in connection with the execution, delivery and performance by the Seller or any Swift Entity of any Transaction Document to which it is a party or any transaction contemplated thereby. (d) Binding Effect. Each Transaction Document to which the Seller or any Swift Entity is a party constitutes the legal, valid and binding obligation of such Person enforceable against that Person in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally and subject to general principles of equity. (e) Perfection of Ownership Interest. Immediately preceding its sale of Receivables to the Seller, the Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Adverse Claim. The Seller owns the Receivables free of any Adverse Claim other than the interests of the Purchasers (through the Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables and Collections to the extent of its Purchase Interest then in effect. (f) Accuracy of Information. All information furnished by the Seller, any Swift Entity or any Affiliate of any such Person to the Agent, any Purchaser Agent or any Purchaser in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in all material respects (and is not incomplete by omitting any information necessary to prevent such information from being materially misleading). (g) No Actions, Suits. There are no actions, suits or other proceedings (including matters relating to environmental liability) pending or threatened against or -14- affecting the Seller, any Swift Entity or any Subsidiary, or any of their respective properties, that (i) if adversely determined (individually or in the aggregate), may have a material adverse effect on the financial condition of the Seller, any Swift Entity or any Subsidiary or on the collectibility of a material portion of the Receivables or (ii) involve any Transaction Document or any transaction contemplated thereby. None of the Seller, any Swift Entity or any Subsidiary is in default of any contractual obligation or in violation of any order, rule or regulation of any Governmental Authority, which default or violation may have a material adverse effect upon (i) the financial condition of the Seller, the Swift Entities and the Subsidiaries taken as a whole or (ii) the collectibility of a material portion of the Receivables. (h) No Material Adverse Change. Since September 30, 1999, there has been no material adverse change in the collectibility of the Receivables or the Seller's, any Swift Entity's or any Subsidiary's (i) financial condition, business, operations or prospects or (ii) ability to perform its obligations under any Transaction Document. (i) Accuracy of Exhibits; Lock-Box Arrangements. All information on Exhibits C-E (listing offices and names of the Seller and the Originator and where they maintain Records; the Subsidiaries; and Lock Boxes) is true and complete, subject to any changes permitted by, and notified to the Agent in accordance with, Article V. The Seller has delivered a copy of all Lock-Box Agreements to the Agent. The Seller has not granted any interest in any Lock-Box or Lock-Box Account to any Person other than the Agent and, upon delivery to a Lock-Box Bank of the related Lock-Box Letter, the Agent will have exclusive ownership and control of the Lock-Box Account at such Lock-Box Bank. (j) Sales by the Originator. Each sale by the Originator to the Seller of an interest in Receivables and their Collections has been made in accordance with the terms of the Purchase Agreement, including the payment by the Seller to the Originator of the purchase price described in the Purchase Agreement. Each such sale has been made for "reasonably equivalent value" (as such term is used in Section 548 of the Bankruptcy Code) and not for or on account of "antecedent debt" (as such term is used in Section 547 of the Bankruptcy Code) owed by the Originator to the Seller. ARTICLE V COVENANTS Section 5.1. Covenants of the Seller. The Seller hereby covenants and agrees to comply with the following covenants and agreements, unless the Agent (with the consent of the Instructing Group) shall otherwise consent: (a) Financial Reporting. The Seller will, and will cause each Swift Entity and each Subsidiary to, maintain a system of accounting established and administered in accordance with GAAP and will furnish to the Agent and each Purchaser Agent: -15- (i) Annual Financial Statements. Within 90 days after each fiscal year of (A) the Parent copies of its annual audited financial statements (including a consolidated balance sheet, consolidated statement of income and retained earnings and statement of cash flows, with related footnotes) certified by independent certified public accountants satisfactory to the Agent and prepared on a consolidated basis in conformity with GAAP, and (B) each of the Seller and the Originator the annual balance sheet for such Person (and, additionally for the Seller, an annual profit and loss statement) certified by a Designated Financial Officer thereof, in each case prepared on a consolidated basis in conformity with GAAP as of the close of such fiscal year for the fiscal year then ended; (ii) Quarterly Financial Statements. Within 45 days after each (except the last) fiscal quarter of each fiscal year of (A) the Parent, copies of its unaudited financial statements (including at least a consolidated balance sheet as of the close of such quarter and statements of earnings and sources and applications of funds for the period from the beginning of the fiscal year to the close of such quarter) certified by a Designated Financial Officer and prepared in a manner consistent with the financial statements described in part (A) of clause (i) of this Section 5.l(a) and (B) each of the Seller and the Originator, the quarterly balance sheet for such Person (and, additionally for the Seller, a profit and loss statement) for the period from the beginning of such fiscal year to the close of such quarter, in each case certified by a Designated Financial Officer thereof and prepared in a manner consistent with part (B) of clause (i) of Section 5.1(a); (iii) Officer's Certificate. Each time financial statements are furnished pursuant to clause (i) or (ii) of this Section 5.1(a), a compliance certificate (in substantially the form of Exhibit H) signed by a Designated Financial Officer, dated the date of such financial statements, and containing a computation of each of the financial ratios and restrictions contained herein and in the Limited Guaranty; (iv) Public Reports. Promptly upon becoming available, a copy of each report or proxy statement filed by the Parent with the Securities Exchange Commission or any securities exchange; and (v) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Seller or Parent as may be requested by the Agent or any Purchaser Agent (with a copy of such request to the Agent). (b) Notices. Promptly and in any event within three Business Days upon becoming aware of any of the following the Seller will notify the Agent and each Purchaser Agent and provide a description of: (i) Potential Termination Events. The occurrence of any Potential Termination Event; (ii) Representations and Warranties. The failure of any representation or warranty herein to be true (when made or at any time thereafter) in any material respect; -16- (iii) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding reasonably likely to result in a liability in excess of $1,000,000 to any Swift Entity, any Subsidiary or the collectibility or quality of material portion of the Receivables; (v) Judgments. The entry of any judgment or decree against the Seller, any Swift Entity or any Subsidiary if the aggregate amount of all judgments then outstanding against the Seller, the Swift Entities and the Subsidiaries exceeds $1,000,000; or (vi) Changes in Business. Any change in, or proposed change in, the character of any Swift Entity's business that could impair the collectibility or quality of a material portion of the Receivables. (c) Conduct of Business. The Seller will perform, and will cause each Swift Entity and Subsidiary to perform, all actions necessary to remain duly incorporated, validly existing and in good standing in its jurisdiction of incorporation and to maintain all requisite authority to conduct its business in each jurisdiction in which it conducts business. (d) Compliance with Laws. The Seller will comply, and will cause each Swift Entity and Subsidiary to comply, with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which such Person or any Receivable, any Related Security or Collection may be subject. (e) Furnishing Information and Inspection of Records. The Seller will furnish to the Agent, each Purchaser Agent and the Purchasers such information concerning the Receivables and the Related Security as the Agent, any Purchaser Agent or a Purchaser may request. The Seller will, and will cause the Originator to, permit, at any time during regular business hours, the Agent, any Purchaser Agent or any Purchaser (or any representatives thereof) (i) to examine and make copies of all Records, (ii) to visit the offices and properties of the Seller for the purpose of examining the Records and (iii) to discuss matters relating hereto with any of the Seller's or the Originator's officers, directors, employees or independent public accountants having knowledge of such matters. Once a year, the Agent may (at the expense of the Seller) have an independent public accounting firm conduct an audit of the Records or make test verifications of the Receivables and Collections. (f) Keeping Records. (i) The Seller will, and will cause the Originator to, have and maintain (A) administrative and operating procedures (including an ability to recreate Records if originals are destroyed), (B) adequate facilities, personnel and equipment and (C) all Records and other information necessary or advisable for collecting the Receivables (including Records adequate to permit the immediate identification of each new Receivable and all Collections of, and adjustments to, each existing Receivable). The Seller will give the Agent prior notice of any material change in such administrative and operating procedures. (ii) The Seller will, (A) at all times from and after the date hereof, clearly and conspicuously mark its computer and master data processing books and records with a legend describing the Agent's, each Purchaser Agent's and the Purchasers' interest in the -17- Receivables and the Collections and (B) upon the request of the Agent in the case of Receivables constituting chattel paper, so mark each contract relating to a Receivable and deliver to the Agent all such contracts (including all multiple originals of such contracts), with any appropriate endorsement or assignment, or segregate (from all other receivables then owned or being serviced by the Seller) the Receivables and all contracts relating to each Receivable and hold in trust and safely keep such contracts so legended in separate filing cabinets or other suitable containers at such locations as the Agent may specify. (g) Perfection. (i) The Seller will, and will cause the Originator to, at its expense, promptly execute and deliver all instruments and documents and take all action necessary or requested by the Agent (including the execution and filing of financing or continuation statements, amendments thereto or assignments thereof) to enable the Agent to exercise and enforce all its rights hereunder and to vest and maintain vested in the Agent a valid, first priority perfected security interest in the Receivables, the Collections, the Purchase Agreement, the Lock-Box Accounts and proceeds thereof free and clear of any Adverse Claim (and a perfected ownership interest in the Receivables and Collections to the extent of the Sold Interest). The Agent will be permitted to sign and file any continuation statements, amendments thereto and assignments thereof without the Seller's signature. (ii) The Seller will, and will cause the Originator to, only change its name, identity or corporate structure or relocate its chief executive office or the Records following thirty (30) days advance notice to the Agent and the delivery to the Agent of all financing statements, instruments and other documents (including direction letters) requested by the Agent. (iii) Each of the Seller and the Originator will at all times maintain its chief executive offices within a jurisdiction in the USA (other than in the states of Florida, Maryland and Tennessee) in which Article 9 of the UCC is in effect. If the Seller or the Originator moves its chief executive office to a location that imposes Taxes, fees or other charges to perfect the Agent's and the Purchasers' interests hereunder or the Seller's interests under the Purchase Agreement, the Seller will pay all such amounts and any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Sold Interest and the interests of the Agent, the Purchaser Agents and the Purchasers in the Receivables, the Related Security, Collections, Purchase Agreement and Lock-Box Accounts. (h) Performance of Duties. The Seller will perform, and will cause each Swift Entity and Subsidiary and the Collection Agent (if an Affiliate) to perform, its respective duties or obligations in accordance with the provisions of each of the Transaction Documents. The Seller (at its expense) will, and will cause each Swift Entity to, (i) fully and timely perform in all material respects all agreements required to be observed by it in connection with each Receivable, (ii) comply in all material respects with the Credit and Collection Policy, and (iii) refrain from any action that may impair the rights of the Agent, the Purchaser Agents or the Purchasers in the Receivables, the Related Security, Collections, Purchase Agreement or Lock-Box Accounts. -18- (i) Payments on Receivables, Accounts. The Seller will, and will cause the Originator to, at all times instruct all Obligors to deliver payments on the Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or the Originator, it shall hold such payments in trust for the benefit of the Agent, the Purchaser Agents and the Purchasers and promptly (but in any event within two Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Letter. The Seller will not permit the funds of any Affiliate to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit any Collection Agent or other Person to, commingle Collections or other funds to which the Agent, any Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit the Originator to add, a Lock-Box Bank, Lock-Box, or Lock-Box Account to those listed on Exhibit E if the Agent has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Letter substantially in the form of Exhibit F (with such changes as are acceptable to the Agent) from any new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account, upon 30 days advance notice to the Agent. (j) Sales and Adverse Claims Relating to Receivables. Except as otherwise provided herein, the Seller will not, and will not permit the Originator to, (by operation of law or otherwise) dispose of or otherwise transfer, or create or suffer to exist any Adverse Claim upon, any Receivable or any proceeds thereof. (k) Extension or Amendment of Receivables. Except as otherwise permitted in Section 3.2(b) and then subject to Section 1.5, the Seller will not, and will not permit the Originator to, extend, amend, rescind or cancel any Receivable. (l) Change in Business or Credit and Collection Policy. The Seller will not make any material change in the character of its business and will not, and will not permit the Originator to, make any material change to the Credit and Collection Policy. ARTICLE VI INDEMNIFICATION Section 6.1. Indemnities by the Seller. Without limiting any other rights any Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.5(b)), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely -19- from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Seller or the Collection Agent for uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, the Seller shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from: (i) any representation or warranty made by the Seller, any other Swift Entity or the Collection Agent, to the extent it is a Swift Entity, (or any employee or agent of the Seller, any Swift Entity or the Collection Agent) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by the Seller, any other Swift Entity or the Collection Agent, to the extent it is a Swift Entity, pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Seller, any other Swift Entity, or the Collection Agent, to the extent it is a Swift Entity, to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation; (iii) the failure of the Seller to vest and maintain vested in the Agent, for the benefit of the Purchaser Agents and the Purchasers, a perfected ownership or security interest in the Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8, free and clear of any Adverse Claim; (iv) any commingling of funds to which the Agent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any failure of the Seller or any Swift Entity, or any Affiliate of any thereof, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which such Person is a party (as a Collection Agent or otherwise); -20- (viii) any action taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.5(b); or (ix) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents. Section 6.2. Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a "Regulatory Change") (a) subjects any Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, the "Funding Documents") or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, any of the Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by reference to the amount of interests held or amounts received by it hereunder, then, upon demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to the Agent, (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such additional amounts as will compensate the Agent, such Purchaser Agent or such Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source) for such increased cost or reduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of the Related Bank Purchaser's Commitment is treated as a "short term commitment" for which there is no regulatory capital requirement. If any Related Bank Purchaser determines it is required to maintain capital against its Unused Commitment (or any Purchaser is required to maintain capital against its Investment) in excess of the amount of capital it would be required to maintain against a funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section 6.2. -21- Section 6.3. Other Costs and Expenses. The Seller shall pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand all reasonable costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and each Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Funding Source pursuant to the related Transfer Agreement, this Agreement and the Funding Agreements related thereto on account of any Tax. Section 6.4. Withholding Taxes. (a) All payments made by the Seller hereunder shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient). If any such withholding is so required, the Seller shall make the withholding, pay the amount withheld to the appropriate authority before penalties attach thereto or interest accrues thereon and pay such additional amount as may be necessary to ensure that the net amount actually received by each Purchaser, Purchaser Agent and the Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount that Purchaser, Purchaser Agent or the Agent (as the case may be) would have received had such withholding not been made. If the Agent, any Purchaser Agent or any Purchaser pays any such taxes, penalties or interest the Seller shall reimburse the Agent, such Purchaser Agent or such Purchaser for that payment on demand. If the Seller pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the related Purchaser Agent on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) on or before the thirtieth day after payment. (b) Before the first date on which any amount is payable hereunder for the account of any Purchaser not incorporated under the laws of the USA such Purchaser shall deliver to the Seller and the Agent each two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form) certifying that such Purchaser is entitled to receive payments hereunder without deduction or withholding of any United States federal income taxes. Each such Purchaser shall replace or update such forms when necessary to maintain any applicable exemption and as requested by the Agent or the Seller. Section 6.5. Payments and Allocations. If any Person seeks compensation pursuant to Section 6.1 or 6.2 of this Article VI, such Person shall deliver to the Seller and the Agent a certificate setting forth the amount due to such Person, a description of the circumstance giving -22- rise thereto and the basis of the calculations of such amount, which certificate shall be conclusive absent manifest error. The Seller shall pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group), for the account of such Person the amount shown as due on any such certificate within 10 Business Days after receipt of the notice. ARTICLE VII CONDITIONS PRECEDENT Section 7.1. Conditions to Closing. This Agreement shall become effective on the first date all conditions in this Section 7.1 are satisfied. On or before such date, the Seller shall deliver to the Agent and each Purchaser Agent the following documents in form, substance and quantity acceptable to the Agent and each Purchaser Agent, as applicable: (a) A certificate of the Secretary of each of the Seller and each Swift Entity certifying (i) the resolutions of the Seller's and each Swift Entity's board of directors approving each Transaction Document to which it is a party, (ii) the name, signature, and authority of each officer who executes on the Seller's or any Swift Entity's behalf a Transaction Document (on which certificate the Agent and each Purchaser may conclusively rely until a revised certificate is received), (iii) the Seller's and each Swift Entity's certificate or articles of incorporation certified by the Secretary of State of its state of incorporation, (iv) a copy of the Seller's and each Swift Entity's by-laws and (v) good standing certificates issued by the Secretaries of State of each jurisdiction where the Seller or any Swift Entity is incorporated or has its principal place of business. (b) All instruments and other documents required, or deemed desirable by the Agent, to perfect the Agent's first priority interest in the Receivables, Collections, the Purchase Agreement and the Lock-Box Accounts in all appropriate jurisdictions. (c) For the Originator and Seller, UCC search reports from each jurisdiction where such Person is incorporated. (d) Executed copies of (i) all consents and authorizations necessary in connection with the Transaction Documents (ii) all Lock-Box Letters, (iii) a compliance certificate in the form of Exhibit G covering the period ending November 30, 2005, (iv) a Periodic Report covering the month ended November 30, 2005 and (v) each Transaction Document. (e) Favorable opinions of counsel to the Seller and each Swift Entity covering such matters as the Agent or any Purchaser Agent may request. (f) Such other approvals, opinions or documents as the Agent or any Purchaser Agent may request. (g) All legal matters related to the Purchase are satisfactory to the Purchasers. -23- Section 7.2. Conditions to Each Purchase. The obligation of each related Bank Related Bank Purchaser to make any Purchase, and the right of the Seller to request or accept any Purchase, are subject to the conditions (and each Purchase shall evidence the Seller's representation and warranty that clauses (a)-(e) of this Section 7.2 have been satisfied) that on the date of such Purchase before and after giving effect to the Purchase: (a) no Potential Termination Event (or in the case of a Reinvestment Purchase, a Termination Event) shall then exist or shall occur as a result of the Purchase; (b) the Termination Date has not occurred; (c) after giving effect to the application of the proceeds of such Purchase, (x) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment and (y) the outstanding Aggregate Investment would not exceed the Purchase Limit; (d) the representations and warranties in Section 4.1 are true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); and (e) each of the Seller and each Swift Entity is in full compliance with the Transaction Documents (including all covenants and agreements in Article V). Nothing in this Section 7.2 limits the obligations of each Related Bank Purchaser to its related Conduit Purchaser (including the Transfer Agreement). ARTICLE VIII THE AGENT Section 8.1. Appointment and Authorization. (a) Each Purchaser and each Purchaser Agent hereby irrevocably designates and appoints ABN AMRO Bank N.V. as the "Agent" under the Transaction Documents and authorizes the Agent to take such actions and to exercise such powers as are delegated to the Agent thereby and to exercise such other powers as are reasonably incidental thereto. The Agent shall hold, in its name, for the benefit of each Purchaser, the Purchase Interest of the Purchaser. The Agent shall not have any duties other than those expressly set forth in the Transaction Documents or any fiduciary relationship with any Purchaser, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Agent. The Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Agent ever be required to take any action which exposes the Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified on the applicable signature page hereto (as applicable) as its Purchaser Agent -24- hereunder, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article VIII are solely for the benefit of the Purchaser Agents, the Agent and the Purchasers, and none of the Seller or any Collection Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VIII, except that this Article VIII shall not affect any obligations which any Purchaser Agent, the Agent or the Purchaser may have to the Seller or any Collection Agent under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or Collection Agent or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, any Collection Agent, any other Purchaser, any other Purchaser Agent or the Agent, or any of their respective successors and assigns. Section 8.2. Delegation of Duties. The Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Section 8.3. Exculpatory Provisions. None of the Agent, any Purchaser Agent or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Instructing Group or (ii) in the absence of such Person's gross negligence or willful misconduct. Neither the Agent nor any Purchaser Agent shall be responsible to any Purchaser or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, any Swift Entity or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, any Swift Entity or any of their Affiliates to perform any obligation or (iv) the satisfaction of any condition specified in Article VII. Neither the Agent nor any Purchaser Agent shall have any obligation to any Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction -25- Document or to inspect the properties, books or records of the Seller, any Swift Entity or any of their Affiliates. Section 8.4. Reliance by Agent. (a) Each Purchaser Agent and the Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document, other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. Each Purchaser Agent and the Agent shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Purchasers, and assurance of its indemnification, as it deems appropriate. (b) The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers or the Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, the Agent and Purchaser Agents. (c) For each Purchaser Group, 66-2/3% of the Commitments represented by such Purchaser Group (each, a "Voting Block"), shall be required to request or direct the applicable Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of its appropriate Voting Block, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent's Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the benefit of each of the Purchasers in respect of which such Purchaser Agent is identified as being the "Purchaser Agent" in the definition of "Purchaser Agent" hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each initial Purchaser (or, with the consent of all other Purchasers then existing, any other Purchasers) shall have the right to designate a new Purchaser Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Purchaser(s) and the newly designated Purchaser Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Purchaser Agent for such Purchaser under this Agreement. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal and resignation of such Purchaser Agent. Section 8.5. Assumed Payments. Unless the Agent shall have received notice from the applicable Purchaser Agent before the date of any Incremental Purchase that the applicable Purchaser Group will not make available to the Agent (in the case of an Incremental Purchase) or -26- the applicable Purchaser Agent (in the case of a Put) the amount it is scheduled to remit as part of such Incremental Purchase, the Agent may assume such Purchaser Group has made such amount available to the Agent when due (an "Assumed Payment") and, in reliance upon such assumption, the Agent may (but shall have no obligation to) make available such amount to the appropriate Person. If and to the extent that any Purchaser shall not have made its Assumed Payment available to the Agent, such Purchaser and the Seller hereby agrees to pay the Agent forthwith on demand such unpaid portion of such Assumed Payment up to the amount of funds actually paid by the Agent, together with interest thereon for each day from the date of such payment by the Agent until the date the requisite amount is repaid to the Agent, at a rate per annum equal to the Federal Funds Rate plus 2%. Section 8.6. Notice of Termination Events. Neither any Purchaser Agent nor the Agent shall be deemed to have knowledge or notice of the occurrence of any Potential Termination Event unless the Agent or such Purchaser Agent has received notice from any Purchaser or the Seller stating that a Potential Termination Event has occurred hereunder and describing such Potential Termination Event. In the event that the Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each Purchaser Agent shall promptly give notice thereof to its Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Agent), it shall promptly give notice thereof to the Agent. The Agent shall take such action concerning a Potential Termination Event as may be directed by the Instructing Group (or, in the case where there are only two Purchaser Groups and neither Purchaser Group has a majority of the Commitments, either Purchaser Agent except if the proposed action is a waiver of the consequences of the Potential Termination Event, in which case such waiver shall require the consent of the Instructing Group) (or, if otherwise required for such action, all of the Purchasers), but until the Agent receives such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Agent deems advisable and in the best interests of the Purchasers and Purchaser Agents. Section 8.7. Non-Reliance on Agent, Purchaser Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Agent, the Purchaser Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent or any Purchaser Agent hereafter taken, including any review of the affairs of the Seller or any Originator, shall be deemed to constitute any representation or warranty by the Agent or such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the Agent and the Purchaser Agents that, independently and without reliance upon the Agent, Purchaser Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, any Originator, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. The Agent shall deliver each month to any Purchaser Agent that so requests a copy of the Periodic Report(s) received covering the preceding calendar month. Except for items specifically required to be delivered hereunder, the Agent shall not have any duty or responsibility to provide any Purchaser Agent or Purchaser with any information concerning the Seller, any Originator or any of their Affiliates that comes into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. -27- Section 8.8. Agents and Affiliates. Each of the Purchaser Agents, the Purchasers and the Agent and their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, each Originator or any of their Affiliates and ABN AMRO may exercise or refrain from exercising its rights and powers as if it were not the Agent. With respect to the acquisition of the Receivables pursuant to this Agreement, each of the Purchaser Agents and the Agents shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the terms "Purchaser" and "Purchasers" shall include each of the Purchaser Agents and the Agent in their individual capacities. Section 8.9. Indemnification. Each Purchaser Group shall indemnify and hold harmless the Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller or any Swift Entity and without limiting the obligation of the Seller or any Swift Entity to do so), ratably in accordance with its Ratable Share from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Agent or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Agent or such Person as finally determined by a court of competent jurisdiction). Section 8.10. Successor Agent. The Agent may, upon at least five (5) days notice to the Seller, each Purchaser Agent and each Purchaser, resign as Agent. Such resignation shall not become effective until a successor agent is appointed by the Instructing Group and has accepted such appointment. Upon such acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Agent's resignation hereunder, the provisions of Article VI and this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent. ARTICLE IX MISCELLANEOUS Section 9.1. Termination. Each Conduit Purchaser shall cease to be a party hereto when the Termination Date has occurred, such Conduit Purchaser holds no Investment and all amounts payable to it hereunder have been indefeasibly paid in full. This Agreement shall terminate following the Termination Date when no Investment is held by a Purchaser and all other amounts payable hereunder have been indefeasibly paid in full, but the rights and remedies of the Agent, each Purchaser Agent and each Purchaser under Article VI and Section 8.9 shall survive such termination. -28- Section 9.2. Notices. Unless otherwise specified, all notices and other communications hereunder shall be in writing (including by telecopier or other facsimile communication), given to the appropriate Person at its address or telecopy number set forth on the signature pages hereof or at such other address or telecopy number as such Person may specify, and effective when received at the address specified by such Person. Each party hereto, however, authorizes the Agent and each Purchaser Agent to act on telephone notices of Purchases and Discount Rate and Tranche Period selections from any person the Agent or such Purchaser Agent in good faith believes to be acting on behalf of the relevant party and, at the Agent's or such Purchaser Agent's option, to tape record any such telephone conversation. Each party hereto agrees to deliver promptly a confirmation of each telephone notice given or received by such party (signed by an authorized officer of such party), but the absence of such confirmation shall not affect the validity of the telephone notice. The Agent's or such Purchaser Agent's records of all such conversations shall be deemed correct and, if the confirmation of a conversation differs in any material respect from the action taken by the Agent or such Purchaser Agent, the records of the Agent or such Purchaser Agent shall govern absent manifest error. The number of days for any advance notice required hereunder may be waived (orally or in writing) by the Person receiving such notice and, in the case of notices to the Agent, the consent of each Person to which the Agent or such Purchaser Agent is required to forward such notice. Section 9.3. Payments and Computations. Notwithstanding anything herein to the contrary, any amounts to be paid or transferred by the Seller or the Collection Agent to, or for the benefit of, any Purchaser or any other Person shall be paid or transferred to the Agent (for the benefit of such Purchaser or other Person). The Agent or appropriate Purchaser Agent shall promptly (and, if reasonably practicable, on the day it receives such amounts) forward each such amount to the Person entitled thereto and such Person shall apply the amount in accordance herewith. All amounts to be paid or deposited hereunder shall be paid or transferred on the day when due in immediately available Dollars (and, if due from the Seller or Collection Agent, by 1:00 p.m. (Chicago time), with amounts received after such time being deemed paid on the Business Day following such receipt). The Seller hereby authorizes the Agent to debit the Seller Account for application to any amounts owed by the Seller hereunder. The Seller shall, to the extent permitted by law, pay to the Agent or the appropriate Purchaser Agent upon demand, for the account of the applicable Person, interest on all amounts not paid or transferred by the Seller or the Collection Agent when due hereunder at a rate equal to the Prime Rate plus 2%, calculated from the date any such amount became due until the date paid in full. Any payment or other transfer of funds scheduled to be made on a day that is not a Business Day shall be made on the next Business Day, and any Discount Rate or interest rate accruing on such amount to be paid or transferred shall continue to accrue to such next Business Day. All computations of interest, fees, and Discount shall be calculated for the actual days elapsed based on a 360 day year. Section 9.4. Sharing of Recoveries. Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Investment or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted -29- by such other Purchaser, in the amount necessary to create proportional participation by the Purchasers in such recovery (as if such recovery were distributed pursuant to Section 2.3). If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Section 9.5. Right of Setoff. During a Termination Event, each Purchaser is hereby authorized (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for the account of, the Seller against amounts owing by the Seller hereunder (even if contingent or unmatured). Section 9.6. Amendments. Except as otherwise expressly provided herein, no amendment or waiver hereof shall be effective unless signed by the Seller, the Agent and the Instructing Group. In addition, no amendment of any Transaction Document shall, without the consent of (a) all the Purchasers, (i) extend the Termination Date or the date of any payment or transfer of Collections by the Seller to the Collection Agent or by the Collection Agent to the Agent or any Purchaser Agent, (ii) reduce the rate or extend the time of payment of Discount for any Eurodollar Tranche or Prime Tranche, (iii) reduce or extend the time of payment of any fee payable to the Related Bank Purchasers, (iv) except as provided herein, release, transfer or modify any Related Bank Purchaser's Purchase Interest or change any Commitment, (v) amend the definition of Instructing Group, Termination Event or Section 1.1, 1.2, 1.5, 1.7(a), 2.1, 2.2, 2.3, 7.2 or 9.6, Article VI, Section 2.1 of the Transfer Agreement, or any provision of the Limited Guaranty or any obligation of any Swift Entity thereunder, (vi) consent to the assignment or transfer by the Seller or the Originator of any interest in the Receivables other than transfers under the Transaction Documents or permit any Swift Entity to transfer any of its obligations under any Transaction Document except as expressly contemplated by the terms of the Transaction Documents, or (vii) amend any defined term relevant to the restrictions in clauses (i) through (vi) in a manner which would circumvent the intention of such restrictions or (b) the Agent and each affected Purchaser Agent, amend any provision hereof if the effect thereof is to affect the indemnities to, or the rights or duties of, the Agent or any Purchaser Agent or to reduce any fee payable for the Agent's or such Purchaser Agent's own account. Notwithstanding the foregoing, the amount of any fee or other payment due and payable from the Seller or the Collection Agent to the Agent (for its own account), any Purchaser Agent or any Purchaser may be changed or otherwise adjusted solely with the consent of the Seller and the party to which such payment is payable. Any amendment hereof shall apply to each Purchaser equally and shall be binding upon the Seller, the Purchaser Agents, the Purchasers and the Agent. Section 9.7. Waivers. No failure or delay of the Agent, any Purchaser Agent or any Purchaser in exercising any power, right, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, privilege or remedy preclude any other or further exercise thereof or the exercise of any other power, right, privilege or remedy. Any waiver hereof shall be effective only in the specific instance and for the specific purpose for which such waiver was given. After any waiver, the Seller, the Purchasers, the Purchaser Agents and the Agent shall be restored to their former position and rights and any Potential Termination Event waived shall be deemed to be cured and not continuing, but no such -30- waiver shall extend to (or impair any right consequent upon) any subsequent or other Potential Termination Event. Any additional Discount that has accrued after a Termination Event before the execution of a waiver thereof, solely as a result of the occurrence of such Termination Event, may be waived by the Agent or related Purchaser Agent at the direction of the Purchaser entitled thereto. Section 9.8. Successors and Assigns; Participations; Assignments. (a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise provided herein, the Seller may not assign or transfer any of its rights or delegate any of its duties without obtaining the prior consent of the Agent, the Purchaser Agent and the Purchasers. (b) Participations. Any Purchaser may sell to one or more Persons (each a "Participant") participating interests in the interests of such Purchaser hereunder and under the Transfer Agreement. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and the Seller, each Purchaser Agent and the Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser's rights and obligations hereunder and under the Transfer Agreement. Each Participant shall be entitled to the benefits of Article VI and shall have the right of setoff through its participation in amounts owing hereunder to the same extent as if it were a Purchaser hereunder and under the Transfer Agreement, which right of setoff is subject to such Participant's obligation to share with the Purchasers as provided in Section 9.4. A Purchaser shall not agree with a Participant to restrict such Purchaser's right to agree to any amendment hereto or to the Transfer Agreement, except amendments described in clause (a) of Section 9.6. (c) Assignments by Related Bank Purchasers. Any Related Bank Purchaser may assign to one or more Persons ("Purchasing Related Bank Purchasers"), acceptable to the Agent in its sole discretion, any portion of its Commitment as a Related Bank Purchaser hereunder and under its Transfer Agreement and Purchase Interest pursuant to a supplement hereto and to its Transfer Agreement (a "Transfer Supplement") in form satisfactory to the Agent executed by each such Purchasing Related Bank Purchaser, such selling Related Bank Purchaser and the Agent. Any such assignment by a Related Bank Purchaser must be for an amount of at least Five Million Dollars. Any partial assignment shall be an assignment of an identical percentage of such selling Related Bank Purchaser's Investment and its Commitment as a Related Bank Purchaser hereunder and under its Transfer Agreement. Upon the execution and delivery to the Agent of the Transfer Supplement and payment by the Purchasing Related Bank Purchaser to the selling Related Bank Purchaser of the agreed purchase price, such selling Related Bank Purchaser shall be released from its obligations hereunder and under its Transfer Agreement to the extent of such assignment and such Purchasing Related Bank Purchaser shall for all purposes be a Related Bank Purchaser party hereto and shall have all the rights and obligations of a Related Bank Purchaser hereunder to the same extent as if it were an original party hereto and to its Transfer Agreement with a Commitment as a Related Bank Purchaser, any Investment and any related Assigned Settlement described in the Transfer Supplement. -31- (d) Replaceable Related Bank Purchasers. If any Related Bank Purchaser (a "Replaceable Related Bank Purchaser") shall (i) petition the Seller for any amounts under Section 6.2 or (ii) have a short-term debt rating lower than the "A-1" by S&P and "P-1" by Moody's, the Seller or applicable Conduit Purchaser may designate a replacement financial institution (a "Replacement Related Bank Purchaser") acceptable to the Agent and the applicable Conduit Purchaser, in its sole discretion, to which such Replaceable Related Bank Purchaser shall, subject to its receipt of an amount equal to its Investment, any related Assigned Settlement, and accrued Discount and fees thereon (plus, from the Seller, any Early Payment Fee that would have been payable if such transferred Investment had been paid on such date) and all amounts payable under Section 6.2, promptly assign all of its rights, obligations and Related Bank Purchaser Commitment hereunder and under the Transfer Agreement, together with all of its Purchase Interest, and any related Assigned Settlement, to the Replacement Related Bank Purchaser in accordance with Section 9.8(c). (e) Assignment by Conduit Purchasers. Each party hereto agrees and consents (i) to each Conduit Purchaser's assignment, participation, grant of security interests in or other transfers of any portion of or any of its beneficial interest in, the Purchase Interest and the related Assigned Settlement and (ii) to the complete assignment by such Conduit Purchaser of all of its rights and obligations hereunder to any Person reasonably acceptable to Agent, and upon such assignment such Conduit Purchaser shall be released from all obligations and duties hereunder; provided, however, that a Conduit Purchaser may not, without the prior consent of its Related Bank Purchaser, transfer any of its rights under the related Transfer Agreement to cause its Related Bank Purchaser to purchase the Purchaser Interest of such Conduit Purchaser and the Assigned Settlement unless the assignee (i) is a corporation whose principal business is the purchase of assets similar to the Receivables, (ii) has the related Purchaser Agent as its administrative agent and (iii) issues commercial paper with credit ratings substantially comparable to the then current ratings of such Conduit Purchaser. Each new Conduit Purchaser shall pay a fee of Three Thousand Dollars to the Agent. Each Conduit Purchaser shall notify the Seller prior to any such assignment and shall promptly notify each other party hereto of any such assignment. Upon such an assignment of any portion of a Conduit Purchaser's Purchase Interest and the related Assigned Settlement and the payment to the Agent of the fee specified above, the assignee shall have all of the rights of such Conduit Purchaser hereunder relate to such Purchase Interest and related Assigned Settlement. (f) Opinions of Counsel. If required by the Agent or to maintain the Ratings, each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Agent or such Purchaser Agent may reasonably request. Section 9.9. Intended Tax Characterization. It is the intention of the parties hereto that, for the purposes of all Taxes, the transactions contemplated hereby shall be treated as a loan by the Purchasers (through the Agent) to the Seller that is secured by the Receivables (the "Intended Tax Characterization"). The parties hereto agree to report and otherwise to act for the purposes of all Taxes in a manner consistent with the Intended Tax Characterization. As provided in Section 5.1(g), the Seller hereby grants to the Agent, for the ratable benefit of the Purchasers, a security interest in all Receivables and Collections to secure the payment of all amounts other -32- than Investment owing hereunder and (to the extent of the Sold Interest) to secure the repayment of all Investment. Section 9.10. Confidentiality. The parties hereto agree to hold the Transaction Documents or any other confidential or proprietary information received in connection therewith in confidence and agree not to provide any Person with copies of any Transaction Document or such other confidential or proprietary information other than to (i) any officers, directors, members, managers, employees or outside accountants, auditors or attorneys thereof, (ii) any prospective or actual assignee or participant which (in each case) has signed a confidentiality agreement substantially in the form of the confidentiality agreement signed by the Agent prior to the date hereof, (iii) any rating agency, (iv) any surety, guarantor or credit or liquidity enhancer to the Agent, any Purchaser Agent or any Purchaser which (in each case) has signed a confidentiality agreement substantially in the form of the confidentiality agreement signed by the Agent prior to the date hereof, (v) Conduit Purchaser's administrator, management company, referral agents, issuing agents or depositaries or CP Dealers and (vi) Governmental Authorities with appropriate jurisdiction. Notwithstanding the above stated obligations, provided that the other parties hereto are given notice of the intended disclosure or use, the parties hereto will not be liable for disclosure or use of such information which such Person can establish by tangible evidence: (i) was required by law, including pursuant to a valid subpoena or other legal process, (ii) was in such Person's possession or known to such Person prior to receipt or (iii) is or becomes known to the public through disclosure in a printed publication (without breach of any of such Person's obligations hereunder). In addition, the foregoing provisions of this Section 9.10 shall not prevent any party hereto from delivering any Transaction Document to any Person upon request if such Transaction Document was publicly filed by such party pursuant to the requirements of any Governmental Authority. Section 9.11. Agreement Not to Petition. Each party hereto agrees, for the benefit of the holders of the privately or publicly placed indebtedness for borrowed money for each Conduit Purchaser, not, prior to the date which is one (1) year and one (1) day after the payment in full of all such indebtedness, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such Conduit Purchaser to invoke, the process of any governmental authority for the purpose of (a) commencing or sustaining a case against such Conduit Purchaser under any federal or state bankruptcy, insolvency or similar law (including the Federal Bankruptcy Code), (b) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for such Conduit Purchaser, or any substantial part of its property, or (c) ordering the winding up or liquidation of the affairs of such Conduit Purchaser. The provisions of this Section 9.11 shall survive termination hereof. Section 9.12. Excess Funds. Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall, nor shall be obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay its commercial paper notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue commercial paper notes to refinance all of its outstanding commercial paper notes (assuming such outstanding commercial paper notes matured at such time) in accordance with the program documents governing such Conduit Purchaser's securitization program or (y) all of such Conduit -33- Purchaser's commercial paper notes are paid in full. Any amount which a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the United States Bankruptcy Code) against or corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provisions of this Section 9.12 shall survive the termination of this Agreement. Section 9.13. No Recourse. The obligations of each Conduit Purchaser, its management company, its administrator and its referral agents (each a "Program Administrator") under any Transaction Document or other document (each, a "Program Document") to which a Program Administrator is a party are solely the corporate obligations of such Program Administrator and no recourse shall be had for such obligations against any Affiliate, director, officer, member, manager, employee, attorney or agent of any Program Administrator. Section 9.14. Headings; Counterparts. Article and Section Headings in this Agreement are for reference only and shall not affect the construction of this Agreement. This Agreement may be executed by different parties on any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement. Section 9.15. Cumulative Rights and Severability. All rights and remedies of the Purchasers, Purchaser Agents and Agent hereunder shall be cumulative and non-exclusive of any rights or remedies such Persons have under law or otherwise. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting such provision in any other jurisdiction. Section 9.16. Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. THE SELLER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Seller hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient forum. Nothing in this Section 9.16 shall affect the right of the Agent or any Purchaser to bring any action or proceeding against the Seller or its property in the courts of other jurisdictions. Section 9.17. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER. Section 9.18. Entire Agreement. The Transaction Documents constitute the entire understanding of the parties thereto concerning the subject matter thereof. Any previous or -34- contemporaneous agreements, whether written or oral, concerning such matters are superseded thereby. Section 9.19. Seller Address Change. The parties hereto hereby acknowledge that as of the date hereof, the Seller has changed the address of its chief executive office to that set forth on its signature page hereto. -35- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof. ABN AMRO BANK N.V., as the Agent By ------------------------------------- Title: --------------------------------- By ------------------------------------- Title: --------------------------------- Address: 540 West Madison 27th Floor Chicago, Illinois 60661 Attention: Agent-Amsterdam Telephone: (312) 904-6263 Telecopy: (312) 904-4350 ABN AMRO BANK N.V., as the Related Bank Purchaser for Amsterdam and as the Amsterdam Purchaser Agent By ------------------------------------- Title: --------------------------------- By ------------------------------------- Title: --------------------------------- Address: 540 West Madison 27th Floor Chicago, Illinois 60661 Attention: Purchaser Agent-Amsterdam Telephone: (312) 904-6263 Telecopy: (312) 904-4350 S-1 AMSTERDAM FUNDING CORPORATION By ------------------------------------- Title: --------------------------------- Address: c/o Global Securitization Services, LLC 25 West 43rd Street, Suite 704 New York, New York 10036 Attention: Andrew Stidd Telephone: (212) 302-8330 Telecopy: (212) 302-8767 S-2 SUNTRUST CAPITAL MARKETS, as the Three Pillars Purchaser Agent By ------------------------------------- Title: --------------------------------- Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- THREE PILLARS FUNDING LLC By ------------------------------------- Title: --------------------------------- Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- S-3 SWIFT RECEIVABLES CORPORATION, as Seller By ------------------------------------- Title: --------------------------------- Address: 2200 South 75th Avenue Building B Phoenix, Arizona 85043 Attention: Vice President Telephone: (623) 907-7406 Telecopy: (623) 907-7503 SWIFT TRANSPORTATION CORPORATION, as Initial Collection Agent By ------------------------------------- Title: --------------------------------- Address: 2200 South 75th Avenue Phoenix, AZ 85043 Attention: William F. Riley III Telephone: (623) 907-7406 Telecopy: (623) 907-7503 S-4 SUNTRUST BANK, as the Related Bank Purchaser for Three Pillars By ------------------------------------- Title: --------------------------------- Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- S-5 SCHEDULE I DEFINITIONS The following terms have the meanings set forth, or referred to, below: "ABN AMRO" means ABN AMRO Bank N.V. in its individual capacity and not in its capacity as the Agent. "Adverse Claim" means, for any asset or property of a Person, a lien, security interest, charge, mortgage, pledge, hypothecation, assignment or encumbrance, or any other right or similar claim, in, of or on such asset or property in favor of any other Person, except those created by the Transaction Documents. "Affiliate" means, for any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the power, directly or indirectly, to either (i) vote twenty percent (20%) or more, or with respect to Transplace, Inc. vote thirty percent (30%) or more, of the securities having ordinary voting power for the election of directors of a Person or (ii) cause the direction of the management and policies of a Person. "Agent" is defined in the first paragraph hereof. "Agent's Account" means the account designated to the Seller and the Purchasers by the Agent. "Aggregate Commitment" means the aggregate of all Commitments of each Purchaser Group, as such amount may be reduced pursuant to Section 1.6. "Aggregate Investment" means the sum of the Investments of all Purchasers. "Aggregate Reserve" means, at any time at which such amount is calculated, the sum of the Loss Reserve, Dilution Reserve and Discount Reserve. "Allocated Commercial Paper" means commercial paper notes issued by each Conduit Purchaser for a tenor and in an amount specifically requested by any Person in connection with a Receivable Purchase Facility. "Amsterdam" is defined in the first paragraph hereof. "Approved Foreign Obligor" means an Obligor which is a resident of, or organized under the laws of, or with its chief executive office in, Canada or Mexico, in each case, to the extent that such country has a short-term foreign currency rating of not less than "A-3" from S&P and "P-3" from Moody's. "Assigned Settlement" means, for each Related Bank Purchaser for any Put, the product of such Related Bank Purchaser's Purchased Percentage and the amount of the Conduit Purchaser Settlement being transferred pursuant to such Put. "Bankruptcy Event" means, for any Person, that (a) such Person makes a general assignment for the benefit of creditors or any proceeding is instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (b) such Person takes any corporate action to authorize any such action. "Break Funding Costs" means for any Pool Funded Purchase Interest amounts payable to a Conduit Purchaser under the applicable Receivables Purchase Facility in connection with any prepayment or amortization if amounts payable thereunder in excess of the amount of the investment or loan prepaid or amortized and accrued and unpaid interest or discount thereon. "Business Day" means any day other than (a) a Saturday, Sunday or other day on which banks in New York City, New York or Chicago, Illinois are authorized or required to close, (b) a holiday on the Federal Reserve calendar and, (c) solely for matters relating to a Eurodollar Tranche, a day on which dealings in Dollars are not carried on in the London interbank market. "Charge-Off" means any Receivable that has or should have been (in accordance with the Credit and Collection Policy) charged off or written off by the Seller. "Charge-Off Ratio" means, for any calendar month, the ratio (expressed as a percentage) of the outstanding balance of Charge-Offs made during the immediate preceding twelve calendar months to the average aggregate outstanding principal balance of all Receivables as of the last day of each of the immediately preceding twelve calendar months. "Collection" means any amount paid, or deemed paid, on a Receivable or by the Seller as a Deemed Collection under Section 1.5(b). "Collection Agent" is defined in Section 3.1(a). "Collection Agent Fee" is defined in Section 3.6. "Collection Agent Replacement Event" means the occurrence of any one or more of the following: (a) the Collection Agent (or any sub-collection agent) fails to observe or perform any material term, covenant or agreement under any Transaction Document and such failure remains unremedied for thirty days; -2- (b) any written representation, warranty, certification or statement made by the Collection Agent in, or pursuant to, any Transaction Document proves to have been incorrect in any material adverse respect when made; provided that if any such representation, warranty, certification or statement has been subsequently remedied (such that if made or given as of the date of remedy it is no longer incorrect in any material respect) and such breach has caused no material adverse effect on the rights or interests of any Purchaser under this Agreement, such breach shall no longer constitute a Collection Agent Replacement Event; or (c) the Collection Agent suffers a Bankruptcy Event. "Commitment" means, for each Related Bank Purchaser, the amount set forth on Schedule II for such Conduit Purchaser or in a Transfer Supplement, and for each Purchaser Group, the amount set forth on Schedule II for such Purchaser Group, in each case as adjusted in accordance with Sections 1.6 and 9.8. "Commitment Percentage" means, for each Related Bank Purchaser in a Purchaser Group, the Commitment for such Related Bank Purchaser divided by the total of all Commitments of all Related Bank Purchasers in such Purchaser Group. "Concentration Limit" means (i) with respect to Obligors with senior unsecured long-term indebtedness rate A- (or higher) by S&P and A3 (or higher) by Moody's, an amount not to exceed 10% of the aggregate outstanding balance of all Eligible Receivables, (ii) with respect to Obligors that do not satisfy the requirements of clause (i) above but have senior unsecured long-term indebtedness rated BBB- (or higher) by S&P and Baa3 (or higher) by Moody's, an amount not to exceed 5% of the aggregate outstanding balance of all Eligible Receivables, and (iii) with respect to all other Obligors, an amount not to exceed 2.5% of the aggregate outstanding balance of all Eligible Receivables. "Conduit Purchaser" means each Person party to this Agreement and listed as such on Schedule II hereto and each other Person that becomes a Conduit Purchaser pursuant to a Transfer Supplement. "Conduit Purchaser Investment Percentage" means a fraction, expressed as a decimal, obtained by dividing the Investment of a Conduit Purchaser by the Investment of all Purchasers. "Conduit Purchaser Settlement" means the sum of all claims and rights to payment pursuant to Section 1.5 or 1.7 or any other provision owed to a Conduit Purchaser (or owed to the Agent or Purchaser Agent or the Collection Agent for the benefit of a Conduit Purchaser) by the Seller that, if paid, would be applied to reduce Investment. "CP Dealer" means, at any time for each Conduit Purchaser, each Person such Conduit Purchaser then engages as a placement agent or commercial paper dealer. "CP Discount" means, for any Discount Period, the amount of interest or discount accrued, during such Discount Period on all the outstanding commercial paper, or portion -3- thereof, issued by the applicable Conduit Purchaser to fund its Investment, including all dealer commissions and other costs of issuing commercial paper, whether any such commercial paper was issued specifically to fund such Investment or is allocated, in whole or in part, to such funding. "CP Rate" means, for any Conduit Purchaser for any CP Tranche Period, a rate per annum equal to (a) the weighted average of the rates at which commercial paper notes having a term equal to such CP Tranche Period may be sold by any CP Dealer selected by such Conduit Purchaser, as agreed between each such CP Dealer and such Conduit Purchaser, plus (b) on or after the occurrence of a Termination Event, 2%. If such rate is a discount rate, the CP Rate shall be the rate resulting from such Conduit Purchaser's converting such discount rate to an interest-bearing equivalent rate. The CP Rate shall include all costs and expenses to each Conduit Purchaser of issuing the related commercial paper notes, including all dealer commissions and note issuance costs in connection therewith. "Credit Agreement" means the Second Amended and Restated Revolving Credit Agreement dated as of December 16, 2005 among Swift Transportation Co., Inc., an Arizona corporation, as Borrower, Swift Transportation Corporation, a Nevada corporation, the lenders from time to time party thereto, as Lenders, SunTrust Bank, as Administrative Agent, Wells Fargo Bank, National Association and Keybank National Association, as Co-Syndication Agents and U.S. Bank National Association and LaSalle Bank National Association, as Co-Documentation Agents, as the same may be amended from time to time; provided that if the Credit Agreement shall be terminated or otherwise cease to be in full force and effect at any time, the Applicable Margin shall be calculated in accordance with the terms of the Credit Agreement as in effect immediately prior to such termination. "Credit and Collection Policy" means the Seller's credit and collection policy and practices relating to Receivables attached hereto as Exhibit I. "Deemed Collections" is defined in Section 1.5(c). "Default Ratio" means at the end of any month for the three-month period then ended, the ratio (expressed as a percentage), of (a) the sum of the aggregate outstanding balance of all Defaulted Receivables at the end of each calendar month during such period to (b) the sum of the aggregate outstanding balance of all Receivables at the end of each calendar month. "Defaulted Receivable" means any Receivable (a) on which any amount is unpaid more than 90 days past its invoice date or (b) the Obligor on which has suffered a Bankruptcy Event. "Delinquency Ratio" means, at the end of any month for the three-month period then ended, the ratio (expressed as a percentage), of (a) the aggregate outstanding balance of all Delinquent Receivables as of the end of each month during such period to (b) the sum of the aggregate outstanding balance of all Receivables as of the end of such calendar month. "Delinquent Receivable" means any Receivable (other than a Charge-Off or Defaulted Receivable) on which any amount is unpaid more than 60 days past its invoice date. -4- "Designated Financial Officer" means the chief financial officer or chief accounting officer of the Seller or the relevant Swift Entity, as applicable. "Dilution Horizon Ratio" means, for each calendar month, a fraction (expressed as a ratio) the numerator of which is the aggregate Outstanding Balance of Receivables generated by the Originators during the most recent two calendar month period and the denominator of which is the Eligible Receivables Balance as of the last day of such calendar month. "Dilution Ratio" means, for each calendar month, a fraction (expressed as a ratio) the numerator of which is the amount of Dilution for such calendar month, and the denominator of which is aggregate Outstanding Balance of Receivables generated by the Originators during the calendar month ended immediately prior to such calendar month. "Dilution Reserve" means at any time the product of (A) the sum of (i) the Dilution Reserve Stress Factor, times the average Dilution Ratio for the most recent 12 calendar months, plus (ii) the product of (x) the excess (if any) of the highest Dilution Ratio for the most recent 12 calendar months and the average Dilution Ratio for the same 12 calendar months and (y) the quotient of the highest Dilution Ratio for the most recent 12 calendar months divided by the average Dilution Ratio for the same 12 calendar months, and (B) the Dilution Horizon Ratio for the most recently completed calendar month. "Dilution Reserve Stress Factor" shall mean 2.0. "Dilution" means, for any calendar month, the amount Deemed Collections deemed to be received during such calendar month pursuant to Section 1.5(b). "Discount" means, for any Tranche Period, (a) the product of (i) the Discount Rate for such Tranche Period, (ii) the total amount of Investment allocated to the Tranche Period, and (iii) the number of days elapsed during the Tranche Period divided by (b) 360 days. "Discount Period" means, with respect to any Settlement Date or the Termination Date, the period from and including the preceding Settlement Date (or if none, the date that the first Incremental Purchase is made hereunder) to but not including such Settlement Date or Termination Date, as applicable. "Discount Rate" means, (i) for any Tranche Period relating to a CP Tranche, the CP Rate applicable thereto, (ii) for any Tranche Period relating to a Eurodollar Tranche, the Eurodollar Rate applicable thereto and (iii) for any Tranche Period relating to a Prime Tranche, the Prime Rate applicable thereto. "Discount Reserve" means, at any time, the product of (a) 1.5 multiplied by (b) the rate announced by ABN AMRO as its "Prime Rate" (which may not be its best or lowest rate) plus 1% multiplied by (c) Aggregate Investment multiplied by (d) a fraction, the numerator of which is the average of the Turnover Ratios calculated for the immediately preceding three calendar months and the denominator of which is 360. -5- "Dollar" and "$" means lawful currency of the United States of America. "Early Payment Fee" means, if any Investment of a Purchaser allocated (or, in the case of a requested Purchase not made by the Related Bank Purchasers for any reason other than their default, scheduled to be allocated) to a Tranche Period for a CP Tranche or Eurodollar Tranche is reduced or terminated before the last day of such Tranche Period (the amount of Investment so reduced or terminated being referred to as the "Prepaid Amount"), the cost to the relevant Purchaser of terminating or reducing such Tranche, which (a) for a CP Tranche means any compensation payable in prepaying the related commercial paper or, if not prepaid, any shortfall between the amount that will be available to the applicable Conduit Purchaser on the maturity date of the related commercial paper from reinvesting the Prepaid Amount in Permitted Investments and the Face Amount of such commercial paper and (b) for a Eurodollar Tranche will be determined based on the difference between the LIBOR applicable to such Tranche and the LIBOR applicable for a period equal to the remaining maturity of the Tranche on the date the Prepaid Amount is received. "Eligible Receivable" means, at any time, any Receivable: (i) the Obligor of which (a) is a resident of, or organized under the laws of, or with its chief executive office in, the USA or is an Approved Foreign Obligor; (b) is not an Affiliate of any of the parties hereto or the Originator; (c) is not a government or a governmental subdivision or agency; (d) has not suffered a Bankruptcy Event; (e) is a customer of the Originator in good standing; and (f) does not have more than 35% in aggregate principal amount of its Receivables that are Defaulted Receivables or Receivables that became Charge-Offs; (ii) which is stated to be due and payable within 30 days after the invoice therefor; provided that notwithstanding the foregoing Receivables stated to be due and payable within more than 30 days after the invoice therefor shall not be deemed ineligible as a result of this clause (ii) to the extent the Outstanding Balance of such Receivables does not exceed 5% of the Eligible Receivables Balance; (iii) which is not a Defaulted Receivable or a Charge-Off; (iv) which is an "account" or "chattel paper" within the meaning of Section 9-105 and Section 9-106, respectively of the UCC of all applicable jurisdictions; (v) which is denominated and payable only in Dollars in the USA; (vi) which constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no dispute, offset, counterclaim, defense or other Adverse Claim, and is not an executory contract or unexpired lease within the meaning of Section 365 of the Bankruptcy Code; (vii) which arises under a contract that (a) contains an obligation to pay a specified sum of money and is subject to no contingencies, (b) does not require the Obligor under such contract to consent to the transfer, sale or assignment of the rights and duties of the Originator under such -6- contract, (c) does not contain a confidentiality provision that purports to restrict any Purchaser's exercise of rights under this Agreement, including, without limitation, the right to review such contract and (d) directs that payment be made to a Lock-Box or other collection account; (viii) which does not, in whole or in part, contravene any law, rule or regulation applicable thereto (including, without limitation, those relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (ix) which satisfies all applicable requirements of the Credit and Collection Policy and was generated in the ordinary course of the Originator's business from the provision of transportation services to a related Obligor solely by the Originator; and (x) the purchase of which with proceeds of notes would constitute a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933. "Eligible Receivable Balance" means, at any time, the aggregate outstanding principal balance of all Eligible Receivables minus (i) the portion of the aggregate outstanding balance of Eligible Receivables which exceeds the Concentration Limit or the Special Limit and (ii) the portion of the aggregate outstanding balance of Eligible Receivables the Obligors of which are Approved Foreign Obligors which exceeds 3% of the aggregate outstanding balance of all Eligible Receivables. "Eurodollar Rate" means, for any Tranche Period for a Eurodollar Tranche, the sum of (a) LIBOR for such Tranche Period divided by 1 minus the "Reserve Requirement" plus (b) the "Applicable Margin" (as defined in the Credit Agreement) applicable to Eurodollar Loans (as defined in the Credit Agreement) plus (c) 0.50% plus (d) during the pendency of a Termination Event, 2.00%; where "Reserve Requirement" means, for any Tranche Period for a Eurodollar Tranche, the maximum reserve requirement imposed during such Tranche Period on "eurocurrency liabilities" as currently defined in Regulation D of the Board of Governors of the Federal Reserve System. "Face Amount" means the face amount of any commercial paper issued by a Conduit Purchaser on a discount basis or, if not issued on a discount basis, the principal amount of such note and interest scheduled to accrue thereon to its stated maturity. "Federal Funds Rate" means, with respect to each Purchaser Group, for any day the greater of (i) the highest rate per annum as determined by the applicable Purchaser Agent at which overnight Federal funds are offered to such Purchaser Agent for such day by major banks in the interbank market, and (ii) if such Purchaser Agent is borrowing overnight funds from a Federal Reserve Bank that day, the highest rate per annum at which such overnight borrowings are made on that day. Each determination of the Federal Funds Rate by a Purchaser Agent shall be conclusive and binding on the Seller except in the case of manifest error. "Fee Letter" means, for each Purchaser Group, the letter agreement dated as of the date hereof among the Seller and the Purchaser Agent for such Purchaser Group. -7- "Funding Agreement" means any agreement or instrument executed by a Conduit Purchaser and executed by or in favor of any Funding Source or executed by any Funding Source at the request of such Conduit Purchaser. "Funding Charges" means, for each day, the sum of (i) discount accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers in respect of such Pooled Commercial Paper for such day, plus (iii) issuing and paying agents' fees incurred on such Pooled Commercial Paper for such day, plus (iv) other costs associated with funding small or odd-lot amounts with respect to all Receivable Purchase Facilities which are funded by Pooled Commercial Paper for such day, minus (v) any accrual of income net of expenses received on such day from investment of collections received under all Receivable Purchase Facilities funded with Pooled Commercial Paper, minus (vi) any payment received on such day net of expenses in respect of Break Funding Costs related to the prepayment of any Purchase Interests held by a Conduit Purchaser pursuant to the terms of any Receivable Purchase Facilities funded substantially with Pooled Commercial Paper. "Funding Source" means, for a Conduit Purchaser, any insurance company, bank or other financial institution providing liquidity, back-up purchase or credit support for such Conduit Purchaser. "GAAP" means generally accepted accounting principles in the USA, applied on a consistent basis. "Governmental Authority" means any (a) Federal, state, municipal or other governmental entity, board, bureau, agency or instrumentality, (b) administrative or regulatory authority (including any central bank or similar authority) or (c) court, judicial authority or arbitrator, in each case, whether foreign or domestic. "Incremental Purchase" is defined in Section 1.1(b). "Initial Collection Agent" is defined in the first paragraph hereof. "Instructing Group" means (i) at any time there are three or more Purchaser Groups, the Purchaser Agents representing Purchaser Groups with at least 66- 2/3% of the Commitments and (ii) at any time there are fewer than three Purchaser Groups, the Purchaser Agents representing Purchaser Groups with 100% of the Commitments. "Intended Tax Characterization" is defined in Section 9.9. "Interim Liquidation" means any time before the Liquidity Termination Date during which no Reinvestment Purchases are made by any Purchaser, as established pursuant to Section 1.2. "Investment" means, for each Purchaser (or Purchaser Group), (a) the sum of (i) all Incremental Purchases by such Purchaser (or Purchaser Group) and (ii) the aggregate amount of -8- any payments or exchanges made by, or on behalf of, such Purchaser (or Purchaser Group) to any other Purchaser to acquire Investment from such other Purchaser minus (b) all Collections, amounts received from other Purchasers and other amounts received or exchanged and, in each case, applied by the Agent or such Purchaser (or Purchaser Group) to reduce such Purchaser's Investment. A Purchaser's Investment shall be restored to the extent any amounts so received or exchanged and applied are rescinded or must be returned for any reason. "LIBOR" means, for any Tranche Period for a Eurodollar Tranche or other time period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in Dollars for a period equal to such Tranche Period or other period, which appears on Page 3750 of the Telerate Service (or any successor page or successor service that displays the British Bankers' Association Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) two Business Days before the commencement of such Tranche Period or other period. If for any Tranche Period for a Eurodollar Tranche no such displayed rate is available (or, for any other period, if such displayed rate is not available or the need to calculate LIBOR is not notified to the Agent at least 3 Business Days before the commencement of the period for which it is to be determined), the Agent shall determine such rate based on the rates ABN AMRO is offered deposits of such duration in the London interbank market. "Limited Guaranty" means the Limited Guaranty, [dated the date hereof], by the Parent and the Originator in favor of the Agent. "Liquidation Period" means, for each Conduit Purchaser, all times when such Conduit Purchaser is not making Reinvestment Purchases pursuant to Section 1.1(d) and, for all Purchasers, all times (x) during an Interim Liquidation and (y) on and after the Termination Date. "Liquidity Bank" means any commercial lending institution identified as a Liquidity Bank on Schedule I hereto. "Lock-Box" means each post office box or bank box listed on Exhibit F, as revised pursuant to Section 5.1(i). "Lock-Box Account" means each account maintained by the Collection Agent at a Lock-Box Bank for the purpose of receiving or concentrating Collections. "Lock-Box Agreement" means each agreement between the Collection Agent and a Lock-Box Bank concerning a Lock-Box Account. "Lock-Box Bank" means each bank listed on Exhibit F, as revised pursuant to Section 5.1(i). "Lock-Box Letter" means a letter in substantially the form of Exhibit G (or otherwise acceptable to the Agent) from the Seller and the Collection Agent to each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and the Agent. -9- "Loss Horizon Ratio" means, for each calendar month, a fraction (expressed as a ratio) the numerator of which is the aggregate Outstanding Balance of Receivables generated by the Originators during the most recent four calendar month period and the denominator of which is the Eligible Receivables Balance as of the last day of such calendar month. "Loss Proxy" means, for each calendar month, a fraction (expressed as a ratio) the numerator of which is equal to the sum of (i) the Outstanding Balance of Receivables which are unpaid at least 120 and not more than 150 days past the invoice date of such Receivables as of the last day of such calendar months plus (ii) the Outstanding Balance of all Receivables which became Charge-Offs during such calendar month together with all Receivables deemed uncollectible by Swift during such calendar month plus (iii) the Outstanding Balance of all Receivables the Obligor of which suffered a Bankruptcy Event during such calendar month, and the denominator the four months prior aggregate Outstanding Balance of Receivables generated by the Originators during the most recent four calendar month period. "Loss Reserve" shall equal the greater of (A) 10.0% and (B) the product of (i) Loss Reserve Stress Factor, (ii) the highest rolling three-month average Loss Proxy during the most recent 12 calendar months, and (iii) the Loss Horizon Ratio as of the most recently completed calendar month. "Loss Reserve Stress Factor" shall be 2.25; provided that the Loss Reserve Stress Factor shall be reduced to 2.0 upon the written notification to the Seller from the Agent of the Agent's and each Purchaser's receipt of sufficient data to fully calculate the Loss Proxy for the most recent 12 calendar months. "Matured Aggregate Investment" means, at any time, the Matured Value of the total Investments of all Purchasers then outstanding. "Matured Value" means, of any Investment, the sum of such Investment and all unpaid Discount scheduled to become due (whether or not then due) on such Investment during all Tranche Periods to which any portion of such Investment has been allocated. "Maximum Incremental Purchase Amount" means, at any time, the lesser of (a) the difference between the Purchase Limit and the Aggregate Investment then outstanding and (b) the difference between the Aggregate Commitment and the Matured Aggregate Investment then outstanding. "Moody's" means Moody's Investors Service, Inc. "Obligor" means, for any Receivable, each Person obligated to pay such Receivable and each guarantor of such obligation. "Originator" means Swift Transportation Corporation, a Nevada corporation. "Parent" means Swift Transportation Co., Inc., a Nevada corporation. -10- "Periodic Report" is defined in Section 3.3. "Permitted Investments" shall mean (a) evidences of indebtedness, maturing not more than thirty (30) days after the date of purchase thereof, issued by, or the full and timely payment of which is guaranteed by, the full faith and credit of, the federal government of the United States of America, (b) repurchase agreements with banking institutions or broker-dealers that are registered under the Securities Exchange Act of 1934 fully secured by obligations of the kind specified in clause (a) above, (c) money market funds denominated in Dollars rated not lower than A-1 (and without the "r" symbol attached to any such rating) by S&P and P-1 by Moody's or otherwise acceptable to the Rating Agencies or (d) commercial paper denominated in Dollars issued by any corporation incorporated under the laws of the United States or any political subdivision thereof, provided that such commercial paper is rated at least A-1 (and without any "r" symbol attached to any such rating) thereof by S&P and at least Prime-1 thereof by Moody's. "Person" means an individual, partnership, corporation, association, joint venture, Governmental Authority or other entity of any kind. "Pool Funded Purchase Interest" means each investment or loan of a Conduit Purchaser under a Receivables Purchase Facility funded with Pooled Commercial Paper. "Pooled Allocation" means, for each Pool Funded Purchase Interest, an amount each day equal to the product of (i) the Pooled Percentage Share of such Purchase Interest on such day multiplied by (ii) the aggregate amount of Funding Charges for such day. "Pooled Commercial Paper" means commercial paper notes of a Conduit Purchaser except (A) Allocated Commercial Paper, and (B) Specially Pooled Paper. "Pooled Percentage Share" means, for each Pool Funded Purchase Interest, a fraction (expressed as a percentage) the numerator of which is equal to the Investment associated with such Pool Funded Purchase Interest and the denominator of which is equal to the aggregate amount of all outstanding investment (or comparable terms used in any Receivable Purchase Facility) held by a Conduit Purchaser which is funded substantially with Pooled Commercial Paper. "Potential Termination Event" means any Termination Event or any event or condition that with the lapse of time or giving of notice, or both, would constitute a Termination Event. "Prime Rate" means, with respect to each Purchaser Group, (A) for any period, the daily average during such period of the greater of (i) the floating commercial loan rate per annum of the applicable Purchaser Agent (which rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by such Purchaser Agent) announced from time to time as its prime rate or equivalent for Dollar loans in the USA, changing as and when said rate changes and (ii) the Federal Funds Rate plus 0.75% plus (B) during the pendency of a Termination Event, 2.00%. "Purchase" is defined in Section 1.1(a). -11- "Purchase Agreement" means the Receivables Purchase Agreement dated as of December 30, 1999 between the Seller and the Originator. "Purchase Amount" is defined in Section 1.1(c). "Purchase Date" is defined in Section 1.1(c). "Purchase Interest" means, for a Purchaser, the percentage ownership interest in the Receivables and Collections held by such Purchaser, calculated when and as described in Section 1.1(a); provided, however, that (except for purposes of computing a Purchase Interest or the Sold Interest in Section 1.5 or 1.7) at any time the Sold Interest would otherwise exceed 100% each Purchaser then holding any Investment shall have its Purchase Interest reduced by multiplying such Purchase Interest by a fraction equal to 100% divided by the Sold Interest otherwise then in effect, so that the Sold Interest is thereby reduced to 100%. "Purchase Limit" means $300,000,000. "Purchased Percentage" means, for any Put, for each Related Bank Purchaser, its Ratable Share or such lesser percentage as is necessary to prevent the Purchase Price of such Purchaser from exceeding its Unused Commitment. "Purchaser Group" means, for each Conduit Purchaser, such Conduit Purchaser, its Related Bank Purchasers (if any), and the Purchasers party to its Transfer Agreement. "Purchaser Reserve Percentage" means, for each Purchaser, the Reserve Percentage multiplied by a fraction, the numerator of which is such Purchaser's outstanding Investment and the denominator of which it the Aggregate Investment. "Purchasers" means each Conduit Purchaser and the Related Bank Purchasers. "Put" is defined in Section 2.1(a). "Ratable Share" means, for each Purchaser Group, such Purchaser Group's Commitment divided by the aggregate Commitment of all Purchaser Groups. "Rating Agency" means Moody's, S&P and any other rating agency a Conduit Purchaser chooses to rate its commercial paper notes. "Ratings" means, for any Conduit Purchaser, the ratings by the Rating Agencies of such Conduit Purchaser of the indebtedness for borrowed money such Conduit Purchaser. "Receivable" means each obligation of an Obligor to pay for merchandise sold or services rendered by the Originator and includes the Originator's rights to payment of any interest or finance charges and all proceeds of the foregoing. During any Interim Liquidation and on and after the Termination Date, the term "Receivable" shall only include receivables existing on the date such Interim Liquidation commenced or Liquidity Termination Date -12- occurred, as applicable. Deemed Collections shall reduce the outstanding balance of Receivables hereunder, so that any Receivable that has its outstanding balance deemed collected shall cease to be a Receivable hereunder after (x) the Collection Agent receives payment of such Deemed Collections under Section 1.5(b) or (y) if such Deemed Collection is received before the Termination Date, an adjustment to the Sold Interest permitted by Section 1.5(c) is made. "Receivable Purchase Facility" means any receivables purchase agreement, loan agreement or other similar contractual arrangement to which the Conduit Purchasers are a party relating to the transfer, purchase or financing of receivables or other assets. "Records" means, for any Receivable, all contracts, books, records and other documents or information (including computer programs, tapes, disks, software and related property and rights) relating to such Receivable or the related Obligor. "Reinvestment Purchase" is defined in Section 1.1(b). "Related Security" means all of the Originator's rights in the merchandise (including returned goods) and contracts relating to the Receivables, all security interests, guaranties and property securing or supporting payment of the Receivables, all Records and all proceeds of the foregoing. "Related Bank Purchasers" means the Persons listed as such (and their respective Commitments) for each Conduit Purchaser as listed on Schedule II hereto and each other Person that becomes a Related Bank Purchaser pursuant to a Transfer Supplement. "Reporting Date" means, each on which the Collection Agent is required to deliver a Periodic Report pursuant to Section 3.3 hereof. "Reserve Percentage" means, at any time, the quotient obtained by dividing (a) the Aggregate Reserve by (b) the Eligible Receivables Balance. "Seller" is defined in the first paragraph hereof. "Seller Account" means the Seller's account designated by the Seller to the Agent in writing. "Settlement Date" means the 20th day of each calendar month. "Sold Interest" is defined in Section 1.1(a). "Special Limit" means, with respect to Wal-Mart, an amount not to exceed 15% of the aggregate outstanding principal balance of all Eligible Receivables for Wal-Mart, provided, however, the senior unsecured debt ratings assigned to Wal-Mart is not less than AA- by S&P and Aa2 by Moody's. -13- "Specially Pooled Paper" means the aggregate of all commercial paper notes of each Conduit Purchaser issued in connection with receivables purchase facilities designated from time to time by the Agent (in its sole discretion). Specially Pooled Paper will not include Pooled Commercial Paper or Allocated Commercial Paper at any time. "S&P" means Standard & Poor's Ratings Group. "Subordinated Note" means each revolving promissory note issued by the Seller to the Originator under the Purchase Agreement. "Subsidiary" means any Person of which at least a majority of the voting stock (or equivalent equity interests) is owned or controlled by the Seller or any Swift Entity or by one or more other Subsidiaries of the Seller or such Swift Entity. The Subsidiaries of the Parent on the date hereof are listed on Exhibit E. "Swift Entity" means the Parent and the Originator. "Taxes" means all taxes, charges, fees, levies or other assessments (including income, gross receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise taxes and including any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority (whether foreign or domestic). "Termination Date" means the earliest of (a) the date of the occurrence of a Termination Event described in clause (e) of the definition of Termination Event, (b) the date designated by the Agent to the Seller at any time after the occurrence and during the continuance of any other Termination Event, (c) the Business Day designated by the Seller with no less than thirty (30) Business Days prior notice to the Agent and (d) December 20, 2006. "Termination Event" means the occurrence of any one or more of the following: (a) any representation, warranty, certification or statement made by the Seller or any Swift Entity in, or pursuant to, any Transaction Document proves to have been incorrect in any material respect when made (including pursuant to Section 7.2); provided that if any such representation, warranty, certification or statement has been subsequently remedied (such that if made or given as of the date of remedy it is no longer incorrect in any material respect) and such breach has caused no material adverse effect on the rights or interest of any Purchaser under this Agreement, such breach shall no longer constitute a Termination Event hereunder; or (b) the Collection Agent, any Swift Entity or the Seller fails to make any payment or other transfer of funds hereunder when due (including any payments under Section 1.5(a)) and such failure remains unremedied for three Business Days; or (c) the Seller fails to observe or perform any covenant or agreement contained in Sections 5.1(g), 5.1(i) or 5.1(j) of this Agreement or the Originator fails to perform any covenant or agreement in Sections 5.1(h), 5.1(i) or 5.1(j) of the Purchase Agreement; or -14- (d) the Seller or the Collection Agent (or any sub-collection agent) fails to observe or perform any other term, covenant or agreement under any Transaction Document, and such failure remains unremedied for thirty days; or (e) any Swift Entity or any Subsidiary suffers a Bankruptcy Event; or (f) the Delinquency Ratio exceeds 6.5%, the Default Ratio exceeds 10%, the Dilution Ratio exceeds 5%, the Charge-Off Ratio exceeds 2% or the Turnover Ratio exceeds 60 days; or (g) (i) the Seller, any Swift Entity or any Affiliate, directly or indirectly, disaffirms or contests the validity or enforceability of any Transaction Document or (ii) any Transaction Document fails to be the enforceable obligation of the Seller or any Affiliate party thereto; or (h) (i) any Swift Entity or any Subsidiary (A) generally does not pay its debts as such debts become due or admits in writing its inability to pay its debts generally or (B) fails to pay any of its indebtedness or defaults in the performance of any provision of any agreement under which such indebtedness was created or is governed and such default permits such indebtedness to be declared due and payable or to be required to be prepaid before the scheduled maturity thereof or (ii) a default or termination or similar event occurs under any agreement providing for the sale, transfer or conveyance by the Seller, any Swift Entity or any Subsidiary of any of its financial assets; (i) the Parent shall fail to own and control, directly or indirectly, 100% of the outstanding voting stock of the Seller and the Originator; or (j) a Collection Agent Replacement Event has occurred and is continuing. Notwithstanding the foregoing, a failure of a representation or warranty or breach of any covenant described in clause (a), (c) or (d) above related to a Receivable shall not constitute a Termination Event if the Seller has been deemed to have collected such Receivable pursuant to Section 1.5(b) or, before the Liquidity Termination Date, has adjusted the Sold Interest as provided in Section 1.5(c) so that such Receivable is no longer considered to be outstanding. "Tranche" means a portion of the Investment of a Conduit Purchaser or of the Related Bank Purchasers allocated to a Tranche Period pursuant to Section 1.3. A Tranche is a (i) CP Tranche, (ii) Eurodollar Tranche or (iii) Prime Tranche depending whether Discount accrues during its Tranche Period based on a (i) CP Rate, (ii) Eurodollar Rate, or (iii) Prime Rate. "Tranche Period" means a period of days ending on a Business Day selected pursuant to Section 1.3, which (i) for a CP Tranche shall not exceed 270 days, (ii) for a Eurodollar Tranche shall not exceed 180 days, and (iii) for a Prime Tranche shall not exceed 30 days. "Transaction Documents" means this Agreement, the Fee Letter, the Limited Guaranty, the Pricing Letter, the Purchase Agreement, the Subordinated Note, and all other documents, instruments and agreements executed or furnished in connection herewith and therewith. -15- "Transfer Agreement" means each transfer, liquidity or asset purchase agreement entered into among a Conduit Purchaser, its Purchaser Agent and its Related Bank Purchasers in connection with this Agreement. "Transfer Supplement" is defined in Section 9.8. "Turnover Ratio" means an amount, expressed in days, obtained by multiplying (a) a fraction, (i) the numerator of which is equal to the sum of the aggregate principal amount of all Receivables as of the first day of the immediately preceding three calendar months and (ii) the denominator of which is equal to the sum of the Collections during such applicable period of three calendar months; times (b) 30. "UCC" means, for any state, the Uniform Commercial Code as in effect in such state. "USA" means the United States of America (including all states and political subdivisions thereof). "Unused Aggregate Commitment" means, at any time, the difference between the Aggregate Commitment then in effect and the outstanding Matured Aggregate Investment. "Unused Commitment" means, for any Related Bank Purchaser at any time, the difference between its Commitment and its Investment then outstanding. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at the time any information relevant to such calculation changes. -16- SCHEDULE II RELATED BANK PURCHASERS AND COMMITMENTS OF RELATED BANK PURCHASERS

CONDUIT PURCHASER NAME OF RELATED BANK PURCHASER COMMITMENT - ----------------- ------------------------------ ------------ AMSTERDAM ABN AMRO BANK N.V. $178,500,000 THREE PILLARS SUNTRUST BANK $127,500,000

EXHIBIT A TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT FORM OF INCREMENTAL PURCHASE REQUEST ________________, ______ ABN AMRO Bank N.V., as Agent Asset Securitization, Structured Finance 27th Floor 540 West Madison Street Chicago, Illinois 60661 Attn: Purchaser Agent-Amsterdam Re: Amended and Restated Receivables Sale Agreement dated as of December 21, 2005 (the "Sale Agreement") among Swift Receivables Corporation, as Seller, Swift Transportation Corporation, as Initial Collection Agent, ABN AMRO Bank N.V., as Agent and Amsterdam Purchaser Agent, SunTrust Capital Markets, as Three Pillars Purchaser Agent, Amsterdam and Three Pillars and the Purchasers thereunder Ladies and Gentlemen: The undersigned Seller under the above-referenced Sale Agreement hereby confirms its has requested an Incremental Purchase of $___________ by Conduit Purchaser under the Sale Agreement. [IN THE EVENT CONDUIT PURCHASER IS UNABLE OR UNWILLING TO MAKE THE REQUESTED INCREMENTAL PURCHASE, THE SELLER HEREBY REQUESTS AN INCREMENTAL PURCHASE OF $______________________ BY THE RELATED BANK PURCHASERS UNDER THE SALE AGREEMENT AT THE [EURODOLLAR RATE WITH A TRANCHE PERIOD OF ______________ MONTHS.] [PRIME RATE]]. Attached hereto as Schedule I is information relating to the proposed Incremental Purchase required by the Sale Agreement. If on the date of this Incremental Purchase Request ("Notice"), an Interim Liquidation is in effect, this Notice revokes our request for such Interim Liquidation so that Reinvestment Purchases shall immediately commence in accordance with Section 1.1(d) of the Sale Agreement. The Seller hereby certifies that both before and after giving effect to [EACH OF] the proposed Incremental Purchase[S] contemplated hereby and the use of the proceeds therefrom, all of the requirements of Section 7.2 of the Sale Agreement have been satisfied. Very truly yours, SWIFT RECEIVABLES CORPORATION By ------------------------------------- Title ---------------------------------- -2- SCHEDULE I TO INCREMENTAL PURCHASE REQUESTS SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S) 1. Dates, Amounts, Purchaser(s), Proposed Tranche Periods A1 Date of Notice __________ A2 Measurement Date (the last __________ day of the month immediately preceding the month in which the Date of Notice occurs) A3 Proposed Purchase Dates __________ __________ __________ __________ (each of which is a Business Day) A4 Respective Proposed $_________ $_________ $_________ $_________ Incremental Purchase on (A4A) (A4B) (A4C) (A4D) each such Purchase Date (each Incremental Purchase must be in a minimum amount of $1,000,000 and multiples thereof, or, if less, an amount equal to the Maximum Incremental Purchase Amount) A5 Allocation among Purchasers (Pro Rata) Conduit Purchasers $_________ $_________ $_________ $_________ Name of $_________ $_________ $_________ $_________ Related Bank Purchaser -3- A6 Used Aggregate Commitment Amount (after such Incremental Purchase): $_____________ Starting Date _________ _________ _________ _________ Ending Date _________ _________ _________ _________ Number of Days _________ _________ _________ _________ Prime or Eurodollar (for Committed Purchasers only) _________ _________ _________ _________ Each proposed Purchase Date must be a Business Day and must occur no later than two weeks after the Measurement Date set forth above. The choice of Measurement Date is a risk undertaken by the Seller. If a selected Measurement Date is not the applicable Purchase Date, the Seller's choice and disclosure of such date shall not in any manner diminish or waive the obligation of the Seller to assure the Purchasers that, after giving effect to the proposed Purchase, the actual Sold Interest as of the date of such proposed Purchase does not exceed 100%. -4- EXHIBIT B FORM OF PERIODIC REPORT EXHIBIT C ADDRESSES AND NAMES OF SELLER AND ORIGINATOR 1. Locations. (a) The chief executive office of the Seller and the Originator are located at the following address: Seller: 2200 South 75th Avenue Building B Phoenix, AZ 85043 Originator: 2200 South 75th Avenue Phoenix, AZ 85043 No such address was different at any time since June 29 1999 (b) The following are all the locations where the Seller and the Originator directly or through its agents maintain any Records: Same as (a) above 2. Names. The following is a list of all names (including trade names or similar appellations) used by the Seller and the Originator or any of its divisions or other business units that generate Receivables: None EXHIBIT D SUBSIDIARIES 1. Swift Transportation Co., Inc. an Arizona corporation 2. Swift Leasing Co., Inc., an Arizona corporation 3. Common Market Distributing Co., Inc., an Arizona corporation 4. Sparks Finance Co., Inc., a Nevada corporation 5. Cooper Motor Lines, Inc., a South Carolina corporation 6. Common Market Equipment Co., Inc., an Arizona corporation 7. Swift Transportation Co. of Virginia, Inc., a Virginia corporation 8. Swift of Texas Co., Inc., a Texas corporation 9. Swift Logistics Co., Inc., an Arizona corporation 10. Swift Transportation Corporation, a Nevada corporation 11. Swift Receivables Corporation, a Delaware corporation EXHIBIT E LOCK BOXES AND LOCK-BOX BANKS

BANK LOCK-BOX NUMBER COLLECTION ACCOUNT ---- --------------- ------------------ US Bank, National Association 643116 153655310032 US Bank, National Association 643158 153655310032

EXHIBIT F TO RECEIVABLES SALE AGREEMENT FORM OF LOCK BOX LETTER [Name of Lock Box Bank] Ladies and Gentlemen: Reference is made to the lock-box numbers _______________ in __________ and the associated lock-box demand deposit account number ____________ maintained with you (such lock-boxes and associated lock-box demand deposit account, collectively, the "Accounts"), each in the name of Swift Transportation Corporation ("STC"). STC hereby confirms it has sold all Receivables (as defined below) to Swift Receivables Corporation (the "Seller"). In connection with the Amended and Restated Receivables Sale Agreement, dated as of December 21, 2005 (as amended, supplemented or otherwise modified from time to time, the "Receivables Sale Agreement"), among the Seller, the Initial Collection Agent, Amsterdam Funding Corporation ("Amsterdam"), Three Pillars Funding LLC ("Three Pillars"), SunTrust Capital Markets, as Three Pillars Purchaser Agent, and ABN AMRO Bank N.V., as agent (the "Agent") and the Amsterdam Purchaser Agent, the Seller has assigned to the Agent for the benefit of the Purchasers an undivided percentage interesting the accounts, chattel paper, instruments or general intangibles (collectively, the "Receivables") under which payments are or may hereafter be made to the Accounts, and has granted to the Agent for the benefit of the Purchasers a security interest in its retained interest in such Receivables. As is the customary practice in this type of transaction, we hereby request that you execute this letter agreement. All references herein to "we" and "us" refer to STC and the Seller, jointly and severally. Your execution hereof is a condition precedent to our continued maintenance of the Accounts with you. We hereby transfer exclusive dominion and control of the Accounts to the Agent, subject only to the condition subsequent that the Agent shall have given you notice that a ["TERMINATION EVENT" AND/OR "COLLECTION AGENT REPLACEMENT EVENT"] has occurred and is continuing under the Receivables Sale Agreement and of its election to assume such dominion and control, which notice shall be in substantially the form attached hereto as Annex A (the "Agent's Notice"). At all times prior to the receipt of the Agent's Notice described above, all payments to be made by you out of, or in connection with the Accounts, are to be made in accordance with the instructions of the Seller or its agent. We hereby irrevocably instruct you, at all times from and after the date of your receipt of the Agent's Notice as described above, to make all payments to be made by you out of, or in connection with, the Accounts directly to the Agent, at its address set forth below its signature hereto or as the Agent otherwise notifies you, or otherwise in accordance with the instructions of the Agent. We also hereby notify you that, at all times from and after the date of your receipt of the Agent's Notice as described above, the Agent shall be irrevocably entitled to exercise in our place and stead any and all rights in connection with the Accounts, including, without limitation, (a) the right to specify when payments are to be made out of, or in connection with, the Accounts and (b) the right to require preparation of duplicate monthly bank statements on the Accounts for the Agent's audit purposes and mailing of such statements directly to an address specified by the Agent. At all times from and after the date of your receipt of the Agent's Notice, neither we nor any of our affiliates shall be given any access to the Accounts. The Agent's Notice may be personally served or sent by telex, facsimile or U.S. mail, certified return receipt requested, to the address, telex or facsimile number set forth under your signature to this letter agreement (or to such other address, telex or facsimile number as to which you shall notify the Agent in writing). If the Agent's Notice is given by telex or facsimile, it will be deemed to have been received when the Agent's Notice is sent and the answerback is received (in the case of telex) or receipt is confirmed by telephone or other electronic means (in the case of facsimile). All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge the existence of the Agent's right to dominion and control of the Accounts and its ownership of and security interest in the amounts from time to time on deposit therein and agree that from the date hereof the Accounts shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Agent on the terms provided herein. The Accounts are to be entitled "Swift Receivables Corporation and ABN AMRO Bank N.V., as Agent for the Purchasers" with the subline "Swift Transportation Corporation". Except as otherwise provided in this letter agreement, payments to the Accounts are to be processed in accordance with the standard procedures currently in effect. All service charges and fees in connection with the Accounts shall continue to be payable by us under the arrangements currently in effect. By executing this letter agreement, you (a) irrevocably waive and agree not to assert, claim or endeavor to exercise, (b) irrevocably bar and estop yourself from asserting, claiming or exercising and (c) acknowledge that you have not heretofore received a notice, writ, order or other form of legal process from any other party asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to the accounts or any funds from time to time therein. Except for your right to payment of your service charge and fees and to make deductions for returned items, you shall have no rights in the Accounts or funds therein, except deductions for service charges, fees and returned or misplaced items. To the extent you may ever have any additional rights, you hereby expressly subordinate all such rights to all rights of the Agent. You may terminate this letter agreement by canceling the Accounts maintained with you, which cancellation and termination shall become effective only upon thirty (30) days prior written notice thereof from you to the Agent in the absence of fraud or abuse. Incoming mail -2- addressed to the Accounts (including, without limitation, any direct funds transfer to the Accounts) received after such cancellation shall be forwarded in accordance with the Agent's instructions. This letter agreement may also be terminated upon written notice to you by the Agent stating that the Receivables Sale Agreement is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated without the prior written consent of the Agent. This letter agreement contains the entire agreement between the parties with respect to the subject matter hereof, and may not be altered, modified or amended in any respect, nor may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by you, us and the Agent of a written instrument so providing. The terms and conditions of any agreement between us and you (a "Lock-Box Service Agreement") (whether now existing or executed hereafter) with respect to the lock-box arrangements, to the extent not inconsistent with this letter agreement, will remain in effect between you and us. In the event that any provision in this letter agreement is in conflict with, or inconsistent with, any provision of any such Lock-Box Service Agreement, this letter agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party to carry out the purposes of this letter agreement or to preserve and protect the rights of each party hereunder. STC agrees to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees, agents, successors and assigns (each, an "Indemnitee") from and against any and all liabilities, losses, claims, damages, demands, costs and expenses of every kind (including but not limited to costs incurred as a result of items being deposited in the Account and being unpaid for any reason, reasonable attorney's fees and the reasonable charges of your in-house counsel) incurred or sustained by any Indemnitee arising out of your performance of the services contemplated by this Lock-Box Letter, except to the extent such liabilities, losses, claims, damages, demands, costs and expenses are the direct result of your gross negligence or willful misconduct. The provisions of this paragraph shall survive the termination of this Lock-Box Letter. In the event STC becomes subject to a voluntary or involuntary proceeding under the United States Bankruptcy Code, or if you are otherwise served with legal process which you in good faith believe affects funds in the Account you may suspend disbursements from the Account otherwise required by the terms hereof until such time as you receive an appropriate court order or other assurances satisfactory to you establishing that the funds may continue to be disbursed according to the instructions contained in this Lock-Box Letter. THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF __________. This letter agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument. -3- Please indicate your agreement to the terms of this letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart of this letter agreement by all parties hereto. Very truly yours, SWIFT TRANSPORTATION CORPORATION By: ------------------------------------ Title: --------------------------------- SWIFT RECEIVABLES CORPORATION By: ------------------------------------ Title: --------------------------------- Accepted and confirmed as of the date first written above: By: ABN AMRO BANK N.V., as Agent By: --------------------------------- Title: ------------------------------ By: --------------------------------- Title: ------------------------------ Address of notice: ABN AMRO Bank N.V. Asset Securitization, Structured Finance 540 West Madison Street, 27th Floor Chicago, Illinois 60661 Attention: Purchaser Agent-Amsterdam Telephone Number: (312) 904-6263 Telecopy Number: (312) 904-6376 -4- Acknowledged and agreed to as of the date first written above: [NAME OF BANK] By: --------------------------------- Title: ------------------------------ Address for notice: - ------------------------------------- - ------------------------------------- - ------------------------------------- -5- ANNEX A TO LOCK-BOX LETTER [Name of Bank] Re: Swift Receivables Corporation Lock Box Numbers ______________ Lock-Box Account Number ____________ Ladies and Gentlemen: Reference is made to the letter agreement dated _________________ (the "Letter Agreement") among Swift Transportation Corporation, Swift Receivables Corporation, the undersigned, as Agent, and you concerning the above-described lock-boxes and lock-box account (collectively, the "Accounts"). We hereby give you notice that a ["TERMINATION EVENT" AND/OR "COLLECTION AGENT REPLACEMENT EVENT"] has occurred and is continuing under the Receivables Sale Agreement (as defined in the Letter Agreement) and of our assumption of dominion and control of the Accounts as provided in the Letter Agreement. We hereby instruct you not to permit any other party to have access to the Accounts and to make all payments to be made by you out of or in connection with the Accounts directly to the undersigned upon our instructions, at our address set forth above. Very truly yours, ABN AMRO BANK N.V. By: ------------------------------------ Title: --------------------------------- By: ------------------------------------ Title: --------------------------------- cc: Swift Receivables Corporation -6- EXHIBIT G TO RECEIVABLES SALE AGREEMENT COMPLIANCE CERTIFICATE To: ABN AMRO Bank N.V., as Agent, and each Purchaser This Compliance Certificate is furnished pursuant to Section 5.1(a)(iii) of the Amended and Restated Receivables Sale Agreement, dated as of December 21, 2005 (as amended, supplemented or otherwise modified through the date hereof, the "Sale Agreement"), among Swift Receivables Corporation (the "Seller"), Swift Transportation Corporation (the "Initial Collection Agent"), the related bank purchasers from time to time party thereto (collectively, the "Related Bank Purchasers"), Amsterdam Funding Corporation ("Amsterdam"),Three Pillars Funding LLC ("Three Pillars"), SunTrust Capital Markets, as Three Pillars Purchaser Agent and ABN AMRO Bank N.V., as the Amsterdam Purchaser Agent and ABN AMRO Bank N.V. as agent for the Purchasers (in such capacity, the "Agent"). Terms used in this Compliance Certificate and not otherwise defined herein shall have the respective meanings ascribed thereto in the Sale Agreement. THE UNDERSIGNED HEREBY REPRESENTS, WARRANTS, CERTIFIES AND CONFIRMS THAT: 1. The undersigned is a duly elected Designated Financial Officer of the undersigned. 2. Attached hereto is a copy of the financial statements described in Section 5.1(a)(i) or 5.1(a)(ii) of the Sale Agreement. 3. The undersigned has reviewed the terms of the Transaction Documents and has made, or caused to be made under his/her supervision, a detailed review of the transactions and the conditions of the Seller and the Originator during and at the end of the accounting period covered by the attached financial statements. 4. The examinations described in paragraph 3 hereof did not disclose, and the undersigned has no knowledge of, the existence of any condition or event which constitutes a Potential Termination Event, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below. 5. Based on the examinations described in paragraph 3 hereof, the undersigned confirms that the representations and warranties contained in Article IV of the Sale Agreement are true and correct as though made on the date hereof, except as set forth below. Described below are the exceptions, if any, to paragraphs 4 and 5 listing, in detail, the nature of the condition or event, the period during which it has existed and the action the undersigned has taken, is taking or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this ____ day of ___________, ____. [NAME OF SELLER OR ORIGINATOR] By: ------------------------------------ Designated Financial Officer -2- EXHIBIT H CREDIT AND COLLECTION POLICY EX-21 5 p71891exv21.htm EXHIBIT 21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

1. Swift Transportation Co., Inc., an Arizona corporation

2. Swift Leasing Co., Inc., an Arizona corporation

3. Common Market Distributing Co., Inc., an Arizona corporation

4. Sparks Finance Co., Inc., a Nevada corporation

5. Cooper Motor Lines, Inc., a South Carolina corporation

6. Common Market Equipment Co., Inc., an Arizona corporation

7. Swift Transportation Co. of Virginia, Inc., a Virginia corporation

8. Swift Logistics Co., Inc., an Arizona corporation

9. Swift Transportation Corporation, a Nevada corporation

10. Swift Receivables Corporation, a Delaware corporation

11. M.S. Carriers, Inc., a Tennessee corporation

12. M.S. Carriers Warehousing & Distribution, Inc., a Tennessee corporation

13. M.S. Carriers Logistics de Mexico, S.A. de C.V., a Mexico corporation

14 Swift Transportation of Puerto Rico, Inc., a Puerto Rico corporation

15. TransMex, Inc. S.A. de C.V., a Mexico corporation

16. Mohave Transportation Captive Insurance Company, an Arizona corporation

17. Swift Intermodal Ltd., a Nevada corporation

18. Swift International S.A. de C.V.

19. TMX Administracion S.A. de C.V.

EX-10.11.3

                                                            EXHIBIT 10.11.3

                                 THIRD AMENDMENT
                                       TO
                  NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT

      This Third Amendment to Non-Qualified Deferred Compensation Agreement
(this "Amendment") is made and entered into this ____ day of December, 2005,
between SWIFT TRANSPORTATION CO., INC., an Arizona corporation ("Swift"), and
WILLIAM F. RILEY, III, a resident of Phoenix, Arizona ("Riley").

                                    RECITALS

      WHEREAS, the parties to this Amendment previously entered into that
certain Non-Qualified Deferred Compensation Agreement with an effective date of
March 14, 2000 (the "Original Agreement") as amended by the First Amendment to
the Original Agreement dated October 19, 2004 (the "First Amendment") and the
Second Amendment to the Original Agreement dated May, 2005 (with the Original
Agreement and the First and Second Amendments hereinafter sometimes collectively
referred to herein as the "Agreement");

      WHEREAS, the parties wish to further amend the Agreement to comply with
the provisions of the proposed regulations issued under Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code") and IRS Notice 2005-1
(the "Notice") issued by the IRS with respect to Code Section 409A.

      NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1.    Section 1.d. of the Agreement is amended and restated as follows:

                  d. Withdrawal from Account. It is acknowledged and understood
            that, upon the earlier of the events specified in Section 2.a., b.,
            or c. of this Agreement, Swift shall withdraw funds from the Account
            equal to the installment amounts determined pursuant to Section 2.d.
            of this Agreement and shall pay such amounts to Riley or his
            beneficiary.

      2.    Section 2 shall be amended by adding the following language after
            the heading.

                  Upon the earlier of the events specified in Section 2.a., b.,
            or c. below, Swift shall distribute amounts to Riley or his
            beneficiary as determined pursuant to Section 2.d. below.

      3.    Section 2.a. is amended by deleting the last sentence of Section
2.a. and replacing it with the following sentence:

                  For purposes of this Agreement, the term "permanent
            disability" shall mean that Riley is unable to engage in any
            substantial gainful activity by reason



            of any medically determinable physical or mental impairment that can
            be expected to last for at least 12 months.

      4.    Section 2.f. of the Agreement is amended and restated as follows:

                  f. Section 409A to Govern. Notwithstanding any other provision
of this Agreement to the contrary, as it is the parties' intent to comply with
Section 409A of the Code, the Notice, and the Treasury Regulations promulgated
under Code Section 409A. To that end, payments of amounts payable under this
Agreement shall be paid upon the earlier of the events specified in Section
2.a., b., or c. of this Agreement and neither Swift nor Riley shall have the
right to otherwise accelerate or delay the payment of amounts payable under this
Agreement.

      5.    Except as modified by this Third Amendment, the terms of the
Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed on the date first above written.

SWIFT TRANSPORTATION CO., INC.

By: /s/ Robert W. Cunningham
    ------------------------------------------
Robert W. Cunningham, Chief Executive Officer

/s/ William F. Riley III
- ------------------------
William F. Riley, III


                                               2

EX-10.20

                                                                   Exhibit 10.20

                                                                  Execution Copy

                           SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                          DATED AS OF DECEMBER 16, 2005

                                      AMONG

                         SWIFT TRANSPORTATION CO., INC.,
                       an Arizona corporation, as Borrower

                         SWIFT TRANSPORTATION CO., INC.,
                        a Nevada corporation, as Holdings

                   THE LENDERS FROM TIME TO TIME PARTY HERETO

                                       and

                                  SUNTRUST BANK
                            as Administrative Agent,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                       and
                          KEYBANK NATIONAL ASSOCIATION,
                            as Co-Syndication Agents,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                           as Co-Documentation Agents.

                         SUNTRUST CAPITAL MARKETS, INC.,
                        as Lead Arranger and Book Manager



                                TABLE OF CONTENTS



                                                                                    PAGE
                                                                                    ----
                                                                                 
ARTICLE I DEFINITIONS; CONSTRUCTION..............................................     1

ARTICLE I DEFINITIONS; CONSTRUCTION..............................................     1
   SECTION 1.1.     DEFINITIONS..................................................     1
   SECTION 1.2.     CLASSIFICATIONS OF LOANS AND BORROWINGS......................    21
   SECTION 1.3.     ACCOUNTING TERMS AND DETERMINATION...........................    21
   SECTION 1.4.     TERMS GENERALLY..............................................    21

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS...................................    22

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS...................................    22
   SECTION 2.1.     GENERAL DESCRIPTION OF FACILITIES............................    22
   SECTION 2.2.     REVOLVING LOANS..............................................    22
   SECTION 2.3.     PROCEDURE FOR REVOLVING BORROWINGS...........................    22
   SECTION 2.4.     RESERVED.....................................................    23
   SECTION 2.5.     SWINGLINE COMMITMENT.........................................    23
   SECTION 2.6.     PROCEDURE FOR SWINGLINE BORROWING; ETC.......................    23
   SECTION 2.7.     FUNDING OF BORROWINGS........................................    24
   SECTION 2.8.     INTEREST ELECTIONS...........................................    25
   SECTION 2.9.     OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS............    26
   SECTION 2.10.    REPAYMENT OF LOANS...........................................    27
   SECTION 2.11.    EVIDENCE OF INDEBTEDNESS.....................................    27
   SECTION 2.12.    OPTIONAL PREPAYMENTS.........................................    27
   SECTION 2.13.    INTEREST ON LOANS............................................    28
   SECTION 2.14.    FEES.........................................................    29
   SECTION 2.15.    COMPUTATION OF INTEREST AND FEES.............................    30
   SECTION 2.16.    INABILITY TO DETERMINE INTEREST RATES........................    30
   SECTION 2.17.    ILLEGALITY...................................................    30
   SECTION 2.18.    INCREASED COSTS..............................................    31
   SECTION 2.19.    FUNDING INDEMNITY............................................    32
   SECTION 2.20.    TAXES........................................................    32
   SECTION 2.21.    PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS..    34
   SECTION 2.22.    MITIGATION OF OBLIGATIONS....................................    35
   SECTION 2.23.    LETTERS OF CREDIT............................................    36
   SECTION 2.24.    INCREASE OF COMMITMENTS; ADDITIONAL LENDERS..................    40
   SECTION 2.25.    REPLACEMENT OF LENDERS.......................................    41

ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..................    42

ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..................    42
   SECTION 3.1.     CONDITIONS TO EFFECTIVENESS..................................    42
   SECTION 3.2.     EACH CREDIT EVENT............................................    43
   SECTION 3.3.     DELIVERY OF DOCUMENTS........................................    44
   SECTION 3.4.     EFFECTIVENESS OF THIS AGREEMENT..............................    44

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................    45

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................    45
   SECTION 4.1.     EXISTENCE; POWER.............................................    45
   SECTION 4.2.     ORGANIZATIONAL POWER; AUTHORIZATION..........................    45
   SECTION 4.3.     GOVERNMENTAL APPROVALS; NO CONFLICTS.........................    46
   SECTION 4.4.     FINANCIAL STATEMENTS.........................................    46




                                                                                  
   SECTION 4.5.     LITIGATION AND ENVIRONMENTAL MATTERS.........................    46
   SECTION 4.6.     COMPLIANCE WITH LAWS AND AGREEMENTS..........................    46
   SECTION 4.7.     INVESTMENT COMPANY ACT, ETC..................................    47
   SECTION 4.8.     TAXES........................................................    47
   SECTION 4.9.     MARGIN REGULATIONS...........................................    47
   SECTION 4.10.    ERISA........................................................    47
   SECTION 4.11.    OWNERSHIP OF PROPERTY........................................    47
   SECTION 4.12.    DISCLOSURE...................................................    48
   SECTION 4.13.    LABOR RELATIONS..............................................    48
   SECTION 4.14.    SUBSIDIARIES.................................................    49
   SECTION 4.15.    INSOLVENCY...................................................    49
   SECTION 4.16.    OFAC.........................................................    49
   SECTION 4.17.    PATRIOT ACT..................................................    49

ARTICLE V AFFIRMATIVE COVENANTS..................................................    49

ARTICLE V AFFIRMATIVE COVENANTS..................................................    49
   SECTION 5.1.     FINANCIAL STATEMENTS AND OTHER INFORMATION...................    49
   SECTION 5.2.     NOTICES OF MATERIAL EVENTS...................................    50
   SECTION 5.3.     EXISTENCE; CONDUCT OF BUSINESS...............................    51
   SECTION 5.4.     COMPLIANCE WITH LAWS, ETC....................................    51
   SECTION 5.5.     PAYMENT OF OBLIGATIONS.......................................    51
   SECTION 5.6.     BOOKS AND RECORDS............................................    52
   SECTION 5.7.     VISITATION, INSPECTION, ETC..................................    52
   SECTION 5.8.     MAINTENANCE OF PROPERTIES; INSURANCE.........................    52
   SECTION 5.9.     USE OF PROCEEDS AND LETTERS OF CREDIT........................    52
   SECTION 5.10.    ADDITIONAL SUBSIDIARIES......................................    53
   SECTION 5.11.    POST-CLOSING COVENANT........................................

ARTICLE VI FINANCIAL COVENANTS...................................................    54

ARTICLE VI FINANCIAL COVENANTS...................................................    54
   SECTION 6.1.     LEVERAGE RATIO...............................................    54
   SECTION 6.2.     FIXED CHARGE COVERAGE RATIO..................................    54
   SECTION 6.3.     CONSOLIDATED TANGIBLE NET WORTH..............................    54

ARTICLE VII NEGATIVE COVENANTS...................................................    54

ARTICLE VII NEGATIVE COVENANTS...................................................    54
   SECTION 7.1.     INDEBTEDNESS AND PREFERRED EQUITY............................    54
   SECTION 7.2.     NEGATIVE PLEDGE..............................................    56
   SECTION 7.3.     FUNDAMENTAL CHANGES..........................................    56
   SECTION 7.4.     INVESTMENTS, LOANS, ETC......................................    57
   SECTION 7.5.     RESTRICTED PAYMENTS..........................................    58
   SECTION 7.6.     SALE OF ASSETS...............................................    59
   SECTION 7.7.     TRANSACTIONS WITH AFFILIATES.................................    60
   SECTION 7.8.     RESTRICTIVE AGREEMENTS.......................................    60
   SECTION 7.9.     HEDGING TRANSACTIONS.........................................    60
   SECTION 7.9.     HEDGING TRANSACTIONS TC......................................    61
   SECTION 7.10.    ACCOUNTING CHANGES...........................................    61

ARTICLE VIII EVENTS OF DEFAULT...................................................    61

ARTICLE VIII EVENTS OF DEFAULT...................................................    61
   SECTION 8.1.     EVENTS OF DEFAULT............................................    61




                                      -ii-



                                                                                  
ARTICLE IX THE ADMINISTRATIVE AGENT..............................................    63

ARTICLE IX THE ADMINISTRATIVE AGENT..............................................    63
   SECTION 9.1.     APPOINTMENT OF ADMINISTRATIVE AGENT..........................    63
   SECTION 9.2.     NATURE OF DUTIES OF ADMINISTRATIVE AGENT.....................    64
   SECTION 9.3.     LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.................    64
   SECTION 9.4.     CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT...................    65
   SECTION 9.5.     RELIANCE BY ADMINISTRATIVE AGENT.............................    65
   SECTION 9.6.     THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY..........    65
   SECTION 9.7.     SUCCESSOR ADMINISTRATIVE AGENT...............................    65
   SECTION 9.8.     AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS................    66
   SECTION 9.9.     DOCUMENTATION AGENT; SYNDICATION AGENT.......................    66

ARTICLE X MISCELLANEOUS..........................................................    66

ARTICLE X MISCELLANEOUS..........................................................    66
   SECTION 10.1.    NOTICES......................................................    66
   SECTION 10.2.    WAIVER; AMENDMENTS...........................................    69
   SECTION 10.3.    EXPENSES; INDEMNIFICATION....................................    70
   SECTION 10.4.    SUCCESSORS AND ASSIGNS.......................................    71
   SECTION 10.5.    GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS...    74
   SECTION 10.6.    WAIVER OF JURY TRIAL.........................................    75
   SECTION 10.7.    RIGHT OF SETOFF..............................................    75
   SECTION 10.8.    COUNTERPARTS; INTEGRATION....................................    75
   SECTION 10.9.    SURVIVAL.....................................................    75
   SECTION 10.10.   SEVERABILITY.................................................    76
   SECTION 10.11.   CONFIDENTIALITY..............................................    76
   SECTION 10.12.   INTEREST RATE LIMITATION.....................................    76
   SECTION 10.13.   WAIVER OF EFFECT OF CORPORATE SEAL...........................    77
   SECTION 10.14.   PATRIOT ACT..................................................    77




                                      -iii-



Annex I          - Revolving Commitments

Schedules
   Schedule I    - Applicable Margin and Applicable Percentage
   Schedule 1.1  - Existing Letters of Credit
   Schedule 4.5  - Environmental Matters
   Schedule 4.14 - Subsidiaries
   Schedule 7.1  - Outstanding Indebtedness
   Schedule 7.2  - Existing Liens
   Schedule 7.4  - Existing Investments

Exhibits
   Exhibit A     - Form of Second Amended and Restated Revolving Credit Note
   Exhibit B       Form of Second Amended and Restated Swingline Note
   Exhibit C     - Form of Assignment and Acceptance

   Exhibit 2.3   - Form of Notice of Revolving Borrowing
   Exhibit 2.6   - Form of Notice of Swingline Borrowing
   Exhibit 2.8   - Form of Notice of Conversion/Continuation
   Exhibit 5.1   - Form of Compliance Certificate


                                      -iv-



                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

          THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
"Agreement") is made and entered into as of December 16, 2005, by and among
SWIFT TRANSPORTATION CO., INC., an Arizona corporation (the "Borrower"), SWIFT
TRANSPORTATION CO., INC., a Nevada corporation ("Holdings"), the several banks
and other financial institutions and lenders from time to time party hereto (the
"Lenders"), SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the "Administrative Agent"), as issuing bank (the "Issuing Bank") and
as swingline lender (the "Swingline Lender"), Wells Fargo Bank, National
Association and KeyBank National Association, as Co-Syndication Agents, and U.S.
Bank National Association and LaSalle Bank National Association, as
Co-Documentation Agents.

                                   WITNESSETH:

          WHEREAS, the Borrower, Holdings, the Lenders, Issuing Bank, Swingline
Lender and Administrative Agent entered into that certain Revolving Credit
Agreement dated as of November 21, 2002, as amended and restated by that certain
Amended and Restated Credit Agreement dated as of June 24, 2004, and as amended
by that certain First Amendment to Amended and Restated Credit Agreement, dated
as of March 4, 2005 (as so amended, the "Existing Credit Agreement");

          WHEREAS, Borrower has requested that the Lenders make certain changes
as more fully set forth herein;

          WHEREAS, subject to the terms and conditions of this Agreement, the
Lenders, the Issuing Bank and the Swingline Lender to the extent of their
respective Commitments as defined herein, are willing severally to establish the
requested revolving credit facility, letter of credit subfacility and the
swingline subfacility in favor of the Borrower;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower, Holdings, the Lenders, the
Administrative Agent, the Issuing Bank and the Swingline Lender agree that the
Existing Credit Agreement is amended and restated in its entirety as follows:

                                   ARTICLE I
                            DEFINITIONS; CONSTRUCTION

          SECTION 1.1. DEFINITIONS. In addition to the other terms defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally applicable to both the singular and plural forms of the terms
defined):

          "Additional Commitment Amount" shall have the meaning given to such
term in Section 2.24.



          "Additional Lender" shall have the meaning given to such term in
Section 2.24.

          "Adjusted LIBO Rate" shall mean, with respect to each Interest Period
for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR
for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar
Reserve Percentage.

          "Administrative Agent" shall have the meaning assigned to such term in
the opening paragraph hereof.

          "Administrative Questionnaire" shall mean, with respect to each
Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

          "Affiliate" shall mean, as to any Person, any other Person that
directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person. For the purposes of
this definition, "Control" shall mean the power, directly or indirectly, either
to (i) vote 5% or more of the securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(ii) direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by control or otherwise.
The terms "Controlling", "Controlled by", and "under common Control with" have
the meanings correlative thereto.

          "Aggregate Revolving Commitment Amount" shall mean the aggregate
principal amount of the Aggregate Revolving Commitments from time to time. On
the Closing Date, the Aggregate Revolving Commitment Amount equals $550,000,000.

          "Aggregate Revolving Commitments" shall mean, collectively, all
Revolving Commitments of all Lenders at any time outstanding.

          "Aggregate Subsidiary Threshold" shall mean an amount equal to ninety
percent (90%) of the total consolidated revenue or assets of Holdings and its
Subsidiaries (excluding all SPE Subsidiaries that are prohibited from
guaranteeing the Obligations under their organizational documents) for the most
recent Fiscal Quarter as shown on the financial statements most recently
delivered or required to be delivered pursuant to Section 5.1(a) or (b), as the
case may be.

          "Applicable Lending Office" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such
Lender) designated for such Type of Loan in the Administrative Questionnaire
submitted by such Lender or such other office of such Lender (or an Affiliate of
such Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrower as the office by which its Loans of such Type are to be
made and maintained.

          "Applicable Margin" shall mean, with respect to interest on all
Revolving Loans outstanding on any date or the letter of credit fee, as the case
may be, a percentage per annum designated for Eurodollar Loans determined by
reference to the applicable Leverage Ratio from time to time in effect as set
forth on Schedule I; provided, that a change in the Applicable Margin resulting
from a change in the Leverage Ratio shall be effective on the second Business
Day after


                                      -2-



which the Borrower delivers the financial statements required by Section 5.1(a)
or (b) and the Compliance Certificate required by Section 5.1(c); provided
further, that if at any time the Borrower shall have failed to deliver such
financial statements and such Compliance Certificate when so required, the
Applicable Margin shall be at Level V as set forth on Schedule I until such time
as such financial statements and Compliance Certificate are delivered, at which
time the Applicable Margin shall be determined as provided above.
Notwithstanding the foregoing, the Applicable Margin from the Closing Date until
the financial statements and Compliance Certificate for the Fiscal Quarter
ending December 31, 2005 are required to be delivered shall be at Level IV as
set forth on Schedule I.

          "Applicable Percentage" shall mean, as of any date, with respect to
the commitment fee as of any date, the percentage per annum determined by
reference to the applicable Leverage Ratio in effect on such date as set forth
on Schedule I; provided, that a change in the Applicable Percentage resulting
from a change in the Leverage Ratio shall be effective on the second Business
Day after which the Borrower delivers the financial statements required by
Section 5.1(a) or (b) and the Compliance Certificate required by Section 5.1(c);
provided, further, that if at any time the Borrower shall have failed to deliver
such financial statements and such Compliance Certificate, the Applicable
Percentage shall be at Level V as set forth on Schedule I until such time as
such financial statements and Compliance Certificate are delivered, at which
time the Applicable Percentage shall be determined as provided above.
Notwithstanding the foregoing, the Applicable Percentage for both the commitment
fee from the Closing Date until the financial statements and Compliance
Certificate for the Fiscal Quarter ending December 31, 2005 are required to be
delivered shall be at Level IV as set forth on Schedule I.

          "Approved Fund" shall mean any Person (other than a natural Person)
that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (i) a Lender, (ii)
an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender.

          "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.4(b)) and accepted by the Administrative
Agent, in the form of Exhibit C attached hereto or any other form approved by
the Administrative Agent.

          "Availability Period" shall mean the period from the Closing Date to
the Revolving Commitment Termination Date.

          "Base Rate" shall mean the higher of (i) the per annum rate which the
Administrative Agent publicly announces from time to time to be its prime
lending rate, as in effect from time to time, and (ii) the Federal Funds Rate,
as in effect from time to time, plus one-half of one percent (0.50%). The
Administrative Agent's prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate. Each
change in the Administrative


                                      -3-



Agent's prime lending rate shall be effective from and including the date such
change is publicly announced as being effective.

          "Borrower" shall have the meaning in the introductory paragraph
hereof.

          "Borrowing" shall mean a borrowing consisting of (i) Loans of the same
Class and Type, made, converted or continued on the same date and in case of
Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a
Swingline Loan.

          "Business Day" shall mean (i) any day other than a Saturday, Sunday or
other day on which commercial banks in Atlanta, Georgia and New York, New York
are authorized or required by law to close and (ii) if such day relates to a
Borrowing of, a payment or prepayment of principal or interest on, a conversion
of or into, or an Interest Period for, a Eurodollar Loan or a notice with
respect to any of the foregoing, any day on which dealings in Dollars are
carried on in the London interbank market.

          "Capital Expenditures" shall mean for any period, without duplication,
(i) the additions to property, plant and equipment and other capital
expenditures of the Holdings and its Subsidiaries that are (or would be) set
forth on a consolidated statement of cash flows of Holdings for such period
prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by
the Holdings and its Subsidiaries during such period.

          "Capital Lease Obligations" of any Person shall mean all obligations
of such Person to pay rent or other amounts under any lease (or other
arrangement conveying the right to use) of real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "Capital Stock" shall mean any nonredeemable capital stock (or in the
case of a partnership or limited liability company, the partners' or members'
equivalent equity interest) of Holdings or any of its Subsidiaries (to the
extent issued to a Person other than Holdings or the Borrower), whether common
or preferred.

          "Captive Insurance Subsidiary" shall mean Mohave Transportation
Captive Insurance Company, an Arizona corporation.

          "Change in Control" shall mean the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in a single
transaction or a series of related transactions) of all or substantially all of
the assets of Holdings to any Person or "group" (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder in effect on the date hereof), (ii) (A) any Person
acquires ownership, directly or indirectly, beneficially or of record, of 30% or
more of the outstanding shares of the voting stock of Holdings or (B) any Person
owns, directly or indirectly, beneficially or of record, 50% or more of the
outstanding shares of the voting stock of Holdings; or (iii) occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Holdings by Persons who were neither (x) nominated by the current board of
directors or (y) appointed by directors so nominated.


                                      -4-



          "Change in Law" shall mean (i) the adoption of any applicable law,
rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of this
Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office)
or the Issuing Bank (or for purposes of Section 2.18(b), by such Lender's or the
Issuing Bank's parent corporation, if applicable) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans and when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Commitment or a Swingline Commitment.

          "Closing Date" shall mean the date on which the conditions precedent
set forth in Section 3.1 and Section 3.2 have been satisfied or waived in
accordance with Section 10.2.

          "Code" shall mean the Internal Revenue Code of 1986, as amended and in
effect from time to time.

          "Commitment" shall mean a Revolving Commitment or a Swingline
Commitment or any combination thereof (as the context shall permit or require).

          "Compliance Certificate" shall mean a certificate from the principal
executive officer and the principal financial officer of Holdings in the form
of, and containing the certifications set forth in, the certificate attached
hereto as Exhibit 5.1.

          "Consolidated Adjusted Total Debt" shall mean, as of any date, (i)
Consolidated Total Debt on such date minus (ii) the amount by which cash on hand
of Holdings and its Subsidiaries (measured on a consolidated basis) on such date
exceeds $5,000,000; provided, that the amount of cash on hand subtracted from
Consolidated Total Debt shall not exceed the lesser of (x) the principal amount
of Swingline Loans outstanding on such date or (y) $20,000,000.

          "Consolidated EBITDA" shall mean, for Holdings and its Subsidiaries
for any period, an amount equal to the sum of (i) Consolidated Net Income for
such period plus (ii) to the extent deducted in determining Consolidated Net
Income for such period, (A) Consolidated Interest Expense, (B) income tax
expense determined on a consolidated basis in accordance with GAAP, (C)
depreciation and amortization determined on a consolidated basis in accordance
with GAAP, and (D) all other non-cash charges acceptable to the Administrative
Agent, determined on a consolidated basis in accordance with GAAP, in each case
for such period; provided, however, that the Consolidated Net Income,
Consolidated Interest Expense, income tax expense, depreciation, amortization
and other non-cash charges of any Person or assets acquired in any Material
Acquisition that accrue prior to the date such Person becomes a Subsidiary or is
merged into or consolidated with Holdings or any Subsidiary, or such assets are
acquired by Holdings or any Subsidiary, shall be included within Consolidated
EBITDA, as if the Material Acquisition has been consummated on the first day of
such period.


                                      -5-



          "Consolidated EBITDAR" shall mean, for Holdings and its Subsidiaries
for any period, an amount equal to the sum of (i) Consolidated EBITDA for such
period and (ii) Consolidated Lease Expense for such period.

          "Consolidated Fixed Charges" shall mean, for Holdings and its
Subsidiaries for any period, the sum (without duplication) of (i) Consolidated
Interest Expense for such period, and (ii) Consolidated Lease Expense for such
period.

          "Consolidated Interest Expense" shall mean, for Holdings and its
Subsidiaries for any period determined on a consolidated basis in accordance
with GAAP, the sum of (i) total interest expense, including without limitation
the interest component of any payments in respect of Capital Lease Obligations
capitalized or expensed during such period (whether or not actually paid during
such period) plus (ii) the net amount payable (or minus the net amount
receivable) under Hedging Transactions during such period (whether or not
actually paid or received during such period).

          "Consolidated Lease Expense" shall mean, for Holdings and its
Subsidiaries for any period, the aggregate amount of fixed and contingent
rentals payable with respect to leases of real and personal property (excluding
Capital Lease Obligations) determined on a consolidated basis in accordance with
GAAP for such period.

          "Consolidated Net Income" shall mean, for Holdings and its
Subsidiaries for any period, the net income (or loss) of Holdings and its
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, but excluding therefrom (to the extent otherwise included therein)
(i) any extraordinary gains or losses, (ii) any gains attributable to write-ups
of assets, (iii) any equity interest of Holdings or any Subsidiary of Holdings
in the unremitted earnings or losses of any Person that is not a Subsidiary,
other than any equity interest in the unremitted earnings or losses of
Transplace, and (iv) any income (or loss) of any Person accrued prior to the
date it becomes a Subsidiary or is merged into or consolidated with Holdings or
any Subsidiary on the date that such Person's assets are acquired by Holdings or
any Subsidiary.

          "Consolidated Tangible Net Worth" shall mean, as of any date, (i) the
total assets of Holdings and its Subsidiaries that would be reflected on the
Holdings' consolidated balance sheet as of such date prepared in accordance with
GAAP, after eliminating all amounts properly attributable to minority interests,
if any, in the stock and surplus of Subsidiaries, minus (ii) the sum of (x) the
total liabilities of Holdings and its Subsidiaries that would be reflected on
Holdings' consolidated balance sheet as of such date prepared in accordance with
GAAP, (y) the amount of any write-up in the book value of any assets resulting
from a revaluation thereof or any write-up in excess of the cost of such assets
acquired reflected on the consolidated balance sheet of Holdings as of such date
prepared in accordance with GAAP and (z) the net book amount of all assets of
Holdings and its Subsidiaries that would be classified as intangible assets on a
consolidated balance sheet of Holdings as of such date prepared in accordance
with GAAP.

          "Consolidated Total Debt" shall mean, as of any date, all Indebtedness
of Holdings and its Subsidiaries that would be reflected on a consolidated
balance sheet of Holdings prepared in accordance with GAAP as of such date, but
excluding Indebtedness of the type described in subsection (xi) of the
definition thereof.


                                      -6-



          "Contractual Obligation" of any Person shall mean any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property in
which it has an interest is bound.

          "Default" shall mean any condition or event that, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

          "Default Interest" shall have the meaning set forth in Section
2.13(c).

          "Dollar(s)" and the sign "$" shall mean lawful money of the United
States of America.

          "Eligible Assignee" shall mean (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural
Person) approved by the Administrative Agent, the Issuing Bank, and unless (x)
such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction or (y) an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed).

          "Environmental Laws" shall mean all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, Release or threatened Release of any
Hazardous Material or to health and safety matters.

          "Environmental Liability" shall mean any liability, contingent or
otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of Holdings, the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (i) any actual or
alleged violation of any Environmental Law, (ii) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (iii)
any actual or alleged exposure to any Hazardous Materials, (iv) the Release or
threatened Release of any Hazardous Materials or (v) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

          "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

          "ERISA Event" shall mean (i) any "reportable event", (as defined in
Section 4043 of ERISA or the regulations issued thereunder), with respect to a
Plan (other than an event for which the 30-day notice period is waived); (ii)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iii) the filing pursuant to Section 412(d) of the Code or


                                      -7-



Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (iv) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (v) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (vi) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

          "Eurodollar" when used in reference to any Loan or Borrowing refers to
whether such Loan, or the Loans comprising such Borrowing, bears interest at a
rate determined by reference to the Adjusted LIBO Rate.

          "Eurodollar Reserve Percentage" shall mean the aggregate of the
maximum reserve percentages (including, without limitation, any emergency,
supplemental, special or other marginal reserves) expressed as a decimal
(rounded upwards to the next 1/100th of 1%) in effect on any day to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant
to regulations issued by the Board of Governors of the Federal Reserve System
(or any Governmental Authority succeeding to any of its principal functions)
with respect to eurocurrency funding (currently referred to as "eurocurrency
liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under Regulation D. The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

          "Event of Default" shall have the meaning provided in Article VIII.

          "Excluded Taxes" shall mean with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (i) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which any Lender is located and (iii) in the case
of a Foreign Lender, any withholding tax that (x) is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (y) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office, other than taxes that
have accrued prior to the designation of such lending office that are otherwise
not Excluded Taxes and (z) is attributable to such Foreign Lender's failure to
comply with Section 2.20(e).

          "Existing Credit Agreement" shall have the meaning set forth in the
recitals hereto.


                                      -8-



          "Existing Lenders" shall mean the lenders party to the Existing Credit
Agreement.

          "Existing Letters of Credit" shall mean, collectively, the letters of
credit issued by SunTrust Bank for the account of the Borrower or any of its
Subsidiaries prior to the Closing Date to the extent listed on Schedule 1.1.

          "Existing Loans" shall mean the loans made by Existing Lenders to the
Borrower pursuant to the Existing Credit Agreement outstanding on the date
hereof.

          "Existing Termination Date" shall have the meaning set forth in
Section 2.24(d).

          "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published by
the Federal Reserve Bank of New York on the next succeeding Business Day or if
such rate is not so published for any Business Day, the Federal Funds Rate for
such day shall be the average rounded upwards, if necessary, to the next 1/100th
of 1% of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by the Administrative Agent.

          "Fee Letter" shall mean that certain fee letter, dated as of October
31, 2005, executed by SunTrust Capital Markets, Inc. and SunTrust Bank and
accepted by Borrower.

          "Fiscal Quarter" shall mean any fiscal quarter of Holdings.

          "Fiscal Year" shall mean any fiscal year of Holdings.

          "Fixed Charge Coverage Ratio" shall mean, as of any date, the ratio of
(a) Consolidated EBITDAR to (b) Consolidated Fixed Charges, in each case
measured for the four consecutive Fiscal Quarters ending on or immediately prior
to such date.

          "Foreign Lender" shall mean any Lender that is not a United States
person under Section 7701(a)(3) of the Code.

          "Foreign Subsidiary" shall mean any Subsidiary that is organized under
the laws of a jurisdiction other than one of the fifty states of the United
States or the District of Columbia.

          "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis and subject to the terms of Section
1.3.

          "Governmental Authority" shall mean the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

          "Guarantee" of or by any Person (the "guarantor") shall mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of


                                      -9-



guaranteeing any Indebtedness or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or indirectly and including
any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (ii) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (iv) as an account party in respect of any
letter of credit or letter of guaranty issued in support of such Indebtedness or
obligation; provided, that the term "Guarantee" shall not include endorsements
for collection or deposits in the ordinary course of business. The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which Guarantee is made or, if
not so stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith. The term "Guarantee" used as a verb has
a corresponding meaning.

          "Hazardous Materials" shall mean all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

          "Hedging Obligations" of any Person shall mean any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired under (i) any and all Hedging
Transactions, (ii) any and all cancellations, buy backs, reversals, terminations
or assignments of any Hedging Transactions and (iii) any and all renewals,
extensions and modifications of any Hedging Transactions and any and all
substitutions for any Hedging Transactions.

          "Hedging Transaction" of any Person shall mean any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into by such Person that is a rate swap, basis swap, forward rate transaction,
commodity swap, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collateral transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

          "Holdings" shall mean Swift Transportation Co, Inc., a Nevada
corporation.

          "Holdings Guaranty Agreement" shall mean the Second Amended and
Restated Holdings Guaranty Agreement, dated as of the date hereof, made by the
Holdings in favor of the Administrative Agent for the benefit of the Lenders.

          "Indebtedness" of any Person shall mean, without duplication (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds,


                                      -10-



debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business; provided, that
for purposes of Section 8.1(f), trade payables overdue by more than 120 days
shall be included in this definition except to the extent that any of such trade
payables are being disputed in good faith and by appropriate measures), (iv) all
obligations of such Person under any conditional sale or other title retention
agreement(s) relating to property acquired by such Person, (v) all Capital Lease
Obligations of such Person, (vi) all obligations, contingent or otherwise, of
such Person in respect of letters of credit, acceptances or similar extensions
of credit, (vii) all Guarantees of such Person of the type of Indebtedness
described in clauses (i) through (vi) above, (viii) all Indebtedness of a third
party secured by any Lien on property owned by such Person, whether or not such
Indebtedness has been assumed by such Person, (ix) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any common stock of such Person, (x) Off-Balance Sheet
Liabilities and (xi) all Hedging Obligations. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer to the extent such Person is
liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent that the terms of such
Indebtedness provide that such Person is not liable therefor.

          "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

          "Indemnity and Contribution Agreement" shall mean the Second Amended
and Restated Indemnity, Subrogation and Contribution Agreement among the
Borrower, Holdings, the Subsidiary Loan Parties and the Administrative Agent.

          "Indemnity and Contribution Agreement Supplement" shall mean each
supplement substantially in the form of Annex I to the Indemnity and
Contribution Agreement executed and delivered by a Subsidiary of the Borrower
pursuant to Section 5.10.

          "Information Memorandum" shall mean the Lender's Presentation
Memorandum dated November 10, 2005 relating to Holdings, the Borrower and the
transactions contemplated by this Agreement and the other Loan Documents.

          "Interest Period" shall mean with respect to (i) any Swingline
Borrowing, such period as the Swingline Lender and the Borrower shall mutually
agree and (ii) any Eurodollar Borrowing, a period of one, two, three or six
months; provided, that:

          (i) the initial Interest Period for such Borrowing shall commence on
     the date of such Borrowing (including the date of any conversion from a
     Borrowing of another Type), and each Interest Period occurring thereafter
     in respect of such Borrowing shall commence on the day on which the next
     preceding Interest Period expires;

          (ii) if any Interest Period would otherwise end on a day other than a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day, unless such Business Day falls in another calendar month, in
     which case such Interest Period would end on the next preceding Business
     Day;


                                      -11-



          (iii) any Interest Period which begins on the last Business Day of a
     calendar month or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period shall end on
     the last Business Day of such calendar month; and

          (iv) no Interest Period may extend beyond the Revolving Commitment
     Termination Date.

          "Issuing Bank" shall mean SunTrust Bank or any other Lender, each in
its capacity as an issuer of Letters of Credit pursuant to Section 2.23.

          "LC Commitment" shall mean that portion of the Aggregate Revolving
Commitment Amount that may be used by the Borrower for the issuance of Letters
of Credit in an aggregate face amount not to exceed $550,000,000.

          "LC Disbursement" shall mean a payment made by the Issuing Bank
pursuant to a Letter of Credit.

          "LC Documents" shall mean the Letters of Credit and all applications,
agreements and instruments relating to the Letters of Credit.

          "LC Exposure" shall mean, at any time, the sum of (i) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the
aggregate amount of all LC Disbursements that have not been reimbursed by or on
behalf of the Borrower at such time. The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.

          "Lenders" shall have the meaning assigned to such term in the opening
paragraph of this Agreement and shall include, where appropriate, the Swingline
Lender and each Additional Lender that joins this Agreement pursuant to Section
2.24.

          "Letter of Credit" shall mean any stand-by letter of credit issued
pursuant to Section 2.23 by the Issuing Bank for the account of the Borrower
pursuant to the LC Commitment, and any Existing Letter of Credit.

          "Leverage Ratio" shall mean, as of any date, the ratio of (i)
Consolidated Adjusted Total Debt as of such date to (ii) Consolidated EBITDA for
the four consecutive Fiscal Quarters ending on or immediately prior to such
date.

          "LIBOR" shall mean, for any applicable Interest Period with respect to
any Eurodollar Loan, the British Bankers' Association Interest Settlement Rate
per annum for deposits in Dollars for a period equal to such Interest Period
appearing on the display designated as Page 3750 on the Dow Jones Markets
Service (or such other page on that service or such other service designated by
the British Bankers' Association for the display of such Association's Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on
the day that is two Business Days prior to the first day of the Interest Period
or if such Page 3750 is unavailable for any reason at such time, the rate which
appears on the Reuters Screen ISDA Page as of such date and such time; provided,
that if the Administrative Agent determines that the relevant foregoing sources
are unavailable for the relevant Interest Period, LIBOR shall mean the


                                      -12-



rate of interest determined by the Administrative Agent to be the average
(rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per
annum at which deposits in Dollars are offered to the Administrative Agent two
(2) Business Days preceding the first day of such Interest Period by leading
banks in the London interbank market as of 10:00 a.m. (New York time) for
delivery on the first day of such Interest Period, for the number of days
comprised therein and in an amount comparable to the amount of the Eurodollar
Loan of the Administrative Agent.

          "Lien" shall mean any mortgage, pledge, security interest, lien
(statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of the
foregoing or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

          "Loan Documents" shall mean, collectively, this Agreement, the Notes
(if any), the LC Documents, the Holdings Guaranty Agreement, the Subsidiary
Guaranty Agreement, the Indemnity and Contribution Agreement, all Compliance
Certificates, all Notices of Borrowing, all Notices of Conversion/Continuation
and any and all other instruments, agreements, documents and writings executed
in connection with any of the foregoing.

          "Loan Parties" shall mean the Borrower, Holdings and the Subsidiary
Loan Parties.

          "Loans" shall mean all Revolving Loans and Swingline Loans in the
aggregate or any of them, as the context shall require.

          "Material Acquisition" shall mean an Acquisition of (i) a Person that,
after giving effect to such Acquisition, would constitute a Material Subsidiary
or (ii) assets that, if such assets were deemed to be acquired by a newly-formed
Subsidiary with no other assets, liabilities or operations, such Subsidiary
would constitute a Material Subsidiary.

          "Material Adverse Effect" shall mean, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singularly or in conjunction with any other event or events, act or
acts, condition or conditions, occurrence or occurrences whether or not related,
a material adverse change in, or a material adverse effect on, (i) the business,
results of operations, financial condition, assets or liabilities of Borrower or
of Holdings and its Subsidiaries taken as a whole, (ii) the ability of the Loan
Parties to perform any of their respective obligations under the Loan Documents,
(iii) the rights and remedies of the Administrative Agent, the Issuing Bank,
Swingline Lender, and the Lenders under any of the Loan Documents or (iv) the
legality, validity or enforceability of any of the Loan Documents.

          "Material Indebtedness" shall mean Indebtedness (other than the Loans
and Letters of Credit) and Hedging Obligations, of any one or all of the Loan
Parties and their Subsidiaries, individually or in an aggregate principal amount
exceeding $30,000,000. For purposes of determining the amount of attributed
Indebtedness from Hedging Obligations, the


                                      -13-



"principal amount" of any Hedging Obligations at any time shall be the Net
Mark-to-Market Exposure of such Hedging Obligations.

          "Material Subsidiary" shall mean at any time any direct or indirect
Subsidiary of Holdings having: (a) assets in an amount equal to at least 5% of
the total assets of the Holdings and its Subsidiaries determined on a
consolidated basis as of the last day of the most recent Fiscal Quarter at such
time; or (b) revenues or net income in an amount equal to at least 5% of the
total revenues or net income of Holdings and its Subsidiaries on a consolidated
basis for the 12-month period ending on the last day of the most recent Fiscal
Quarter at such time.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

          "New Lender" shall mean any Lender on the Closing Date that is not an
Existing Lender.

          "Net Mark-to-Market Exposure" of any Person shall mean, as of any date
of determination with respect to any Hedging Obligation, the excess (if any) of
all unrealized losses over all unrealized profits of such Person arising from
such Hedging Obligation. "Unrealized losses" shall mean the fair market value of
the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming the Hedging
Transaction were to be terminated as of that date), and "unrealized profits"
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination (assuming such Hedging Transaction
were to be terminated as of that date).

          "Notes" shall mean, collectively, the Revolving Credit Notes and the
Swingline Note.

          "Notices of Borrowing" shall mean, collectively, the Notices of
Revolving Borrowing and the Notices of Swingline Borrowing.

          "Notice of Conversion/Continuation" shall mean the notice given by the
Borrower to the Administrative Agent in respect of the conversion or
continuation of an outstanding Borrowing as provided in Section 2.8(b).

          "Notice of Revolving Borrowing" shall have the meaning as set forth in
Section 2.3.

          "Notice of Swingline Borrowing" shall have the meaning as set forth in
Section 2.6.

          "Obligations" shall mean all amounts owing by the Borrower to the
Administrative Agent, the Issuing Bank or any Lender (including the Swingline
Lender) pursuant to or in connection with this Agreement or any other Loan
Document, including without limitation, all principal, interest (including any
interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like


                                      -14-



proceeding relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs
and expenses (including all fees and expenses of counsel to the Administrative
Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
pursuant to this Agreement or any other Loan Document), whether direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising hereunder or thereunder, and all Hedging Obligations owing to
the Administrative Agent, any Lender or any of their Affiliates incurred in
order to limit interest rate or fee fluctuations with respect to the Loans and
Letters of Credit, and all obligations and liabilities incurred in connection
with collecting and enforcing the foregoing, together with all renewals,
extensions, modifications or refinancings thereof.

          "Off-Balance Sheet Liabilities" of any Person shall mean (i) any
repurchase obligation or liability of such Person with respect to accounts or
notes receivable sold by such Person, (ii) any liability of such Person under
any sale and leaseback transactions that do not create a liability on the
balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person.

          "OSHA" shall mean the Occupational Safety and Health Act of 1970, as
amended from time to time, and any successor statute.

          "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

          "Participant" shall have the meaning set forth in Section 10.4(d).

          "Payment Office" shall mean the office of the Administrative Agent
located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to
the Borrower and the other Lenders.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA, and any successor entity performing similar functions.

          "Permitted Acquisitions" shall mean an acquisition or purchase (in one
transaction or a series of transactions) of (a) more than fifty percent (50%) of
the Capital Stock of any other Person resulting in such Person becoming a
Subsidiary of Holdings or (b) all or substantially all assets of any Person or
any assets of any other Person that constitute a business unit (each, an
"Acquisition"), in each case so long as (i) the Acquisition is approved by the
board of directors (or the equivalent thereof) of the Person whose stock or
assets are being acquired, (ii) the entity acquiring the assets is a Loan Party
or following such Acquisition would become a Material Subsidiary, (iii) after
giving effect to the Acquisition, no Default or Event of Default shall have
occurred and be continuing and all representations and warranties contained in
Article IV shall be true and correct in all material respects and (iv) the
Borrower has delivered to the


                                      -15-



Administrative Agent a certificate of a Responsible Officer certifying the
satisfaction of the conditions set forth above.

          "Permitted Encumbrances" shall mean:

          (i) Liens imposed by law for taxes, governmental assessments or
     similar governmental charges not yet due or which are being contested in
     good faith by appropriate proceedings and with respect to which adequate
     reserves are being maintained in accordance with GAAP;

          (ii) statutory Liens of landlords, carriers, warehousemen, mechanics,
     materialmen and similar Liens arising by operation of law in the ordinary
     course of business for amounts which are not overdue for a period of more
     than 60 days or which are being contested in good faith by appropriate
     proceedings and with respect to which adequate reserves are being
     maintained in accordance with GAAP;

          (iii) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations;

          (iv) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (v) judgment and attachment liens not giving rise to an Event of
     Default or Liens created by or existing from any litigation or legal
     proceeding that are currently being contested in good faith by appropriate
     proceedings and with respect to which adequate reserves are being
     maintained in accordance with GAAP; and

          (vi) easements, zoning restrictions, rights-of-way and similar
     encumbrances on real property imposed by law or arising in the ordinary
     course of business that do not secure any monetary obligations and do not
     materially detract from the value of the affected property or materially
     interfere with the ordinary conduct of business of the Borrower and its
     Subsidiaries taken as a whole;

provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Investments" shall mean:

          (i) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States (or
     by any agency thereof to the extent such obligations are backed by the full
     faith and credit of the United States), in each case maturing within one
     year from the date of acquisition thereof;

          (ii) commercial paper having the highest rating, at the time of
     acquisition thereof, of S&P or Moody's and in either case maturing within
     six months from the date of acquisition thereof;


                                      -16-



          (iii) certificates of deposit, bankers' acceptances and time deposits
     maturing within 180 days of the date of acquisition thereof issued or
     guaranteed by or placed with, and money market deposit accounts issued or
     offered by, any domestic office of any commercial bank organized under the
     laws of the United States or any state thereof which has a combined capital
     and surplus and undivided profits of not less than $500,000,000;

          (iv) fully collateralized repurchase agreements with a term of not
     more than 30 days for securities described in clause (i) above and entered
     into with a financial institution satisfying the criteria described in
     clause (iii) above;

          (v) mutual funds investing solely in any one or more of the Permitted
     Investments described in clauses (i) through (iv) above; and

          (vi) subject to the restriction set forth in Section 4.9, equity or
     debt securities that are listed on a national securities exchange or Nasdaq
     or freely traded in the over-the counter market so long as the amount
     invested in such securities does not exceed in the aggregate $10,000,000.

          "Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, limited liability company, trust or other entity, or
any Governmental Authority.

          "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pro Rata Share" shall mean, with respect to any Lender at any time, a
percentage, the numerator of which shall be such Lender's Revolving Commitment
(or if such Revolving Commitments have been terminated or expired or the Loans
have been declared to be due and payable, such Lender's outstanding Revolving
Loans, Swingline Exposure and LC Exposure), and the denominator of which shall
be the sum of such Revolving Commitments of all Lenders (or if such Revolving
Commitments have been terminated or expired or the Loans have been declared to
be due and payable, all outstanding Revolving Loans, Swingline Exposure and LC
Exposure of all Lenders funded under such Commitments).

          "Receivables" shall mean accounts receivable (including, without
limitation, all rights to payment created or arising from the sales of goods,
leases of goods or the rendition of services, no matter how evidenced and
whether or not earned by performance).

          "Refinanced Indebtedness" shall mean the Indebtedness being refinanced
or replaced with the proceeds of the Loans.

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time, and
any successor regulations.


                                      -17-



          "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

          "Release" shall mean any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.

          "Required Lenders" shall mean, at any time, Lenders holding more than
50% of the aggregate outstanding Revolving Commitments at such time or if the
Lenders have no Commitments outstanding, then Lenders holding more than 50% of
the aggregate Revolving Loans, Swingline Exposure and LC Exposure of all
Lenders.

          "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation, bylaws, partnership certificate and agreement, or
limited liability company certificate of organization and agreement, as the case
may be, and other organizational and governing documents of such Person, and any
law, treaty, rule or regulation, or determination of a Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

          "Responsible Officer" shall mean any of the president, the chief
executive officer, the chief operating officer, the chief financial officer, the
treasurer or a vice president of the Borrower or such other representative of
the Borrower as may be designated in writing by any one of the foregoing with
the consent of the Administrative Agent; and, with respect to the financial
covenants only, the chief financial officer or the treasurer of the Borrower.

          "Restricted Payment" shall have the meaning set forth in Section 7.5.

          "Revolving Commitment" shall mean, with respect to each Lender, the
obligation of such Lender to make Revolving Loans to the Borrower and to
participate in Letters of Credit and Swingline Loans in an aggregate principal
amount not exceeding the amount set forth with respect to such Lender on Annex
I, or in the case of a Person becoming a Lender after the Closing Date through
an assignment of an existing Revolving Commitment, the amount of the assigned
"Revolving Commitment" as provided in the Assignment and Acceptance executed by
such Person as an assignee, as the same may be increased or deceased pursuant to
terms hereof.

          "Revolving Commitment Termination Date" shall mean the earliest of (i)
December 16, 2010, (ii) the date on which the Revolving Commitments are
terminated pursuant to Section 2.9 and (iii) the date on which all amounts
outstanding under this Agreement have been declared or have automatically become
due and payable (whether by acceleration or otherwise).

          "Revolving Credit Availability Period" shall mean the period from the
Closing Date to the Revolving Commitment Termination Date.


                                      -18-



          "Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Loans, LC Exposure and Swingline Exposure.

          "Revolving Credit Note" shall mean a promissory note of the Borrower
payable to the order of a requesting Lender in the principal amount of such
Lender's Revolving Commitment, in substantially the form of Exhibit A.

          "Revolving Loan" shall mean a loan made by a Lender (other than the
Swingline Lender) to the Borrower under its Revolving Commitment, which may
either be a Base Rate Loan or a Eurodollar Loan.

          "S&P" shall mean Standard & Poor's, a Division of the McGraw-Hill
Companies.

          "Securitization Transaction" shall mean any transfer by the Borrower
or any Subsidiary of Receivables or interests therein and all collateral
securing such Receivables, all contracts and contract rights and all guarantees
or other obligations in respect of such Receivables, all other assets that are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving such Receivables and all proceeds of any of the foregoing (i) to a
trust, partnership, corporation or other entity (other than the Borrower or a
Subsidiary other than a SPE Subsidiary), which transfer is funded in whole or in
part, directly or indirectly, by the incurrence or issuance by the transferee or
any successor transferee of indebtedness or other securities that are to receive
payments from, or that represent interests in, the cash flow derived from such
Receivables or interests in Receivables, or (ii) directly to one or more
investors or other purchasers (other than the Borrower or any Subsidiary). The
"amount" or "principal amount" of any Securitization Transaction shall be deemed
at any time to be (x) in the case of a transaction described in clause (a) of
the preceding sentence, the aggregate principal or stated amount of the
Indebtedness or other securities referred to in such clause or, if there shall
be no such principal or stated amount, the uncollected amount of the Receivables
transferred pursuant to such Securitization Transaction net of any such
Receivables that have been written off as uncollectible, and (y) in the case of
a transaction described in clause (b) of the preceding sentence, the aggregate
outstanding principal amount of the Indebtedness secured by Liens on the subject
Receivables.

          "SPE Subsidiary" shall mean any Subsidiary formed solely for the
purpose of, and that engages only in, one or more Securitization Transactions.

          "Subsidiary" shall mean, with respect to any Person (the "parent"),
any corporation, partnership, joint venture, limited liability company,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, partnership, joint venture, limited liability
company, association or other entity (i) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (ii) that is, as of such date, otherwise controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.


                                      -19-



Unless otherwise indicated, all references to "Subsidiary" hereunder shall mean
a Subsidiary of Holdings.

          "Subsidiary Guaranty Agreement" shall mean the Second Amended and
Restated Subsidiary Guaranty Agreement, dated as of the date hereof, made by the
Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of
the Lenders.

          "Subsidiary Guaranty Supplement" shall mean each supplement
substantially in the form of Annex I to the Subsidiary Guaranty Agreement
executed and delivered by a Subsidiary of the Borrower pursuant to Section 5.10.

          "Subsidiary Loan Party" shall mean any Material Subsidiary (other than
any SPE Subsidiary whose organizational documents prohibit it from guaranteeing
the Obligations) and any other Subsidiary that guarantees the Obligations.

          "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding not to exceed $25,000,000.

          "Swingline Exposure" shall mean, with respect to each Lender, the
principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.6, which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

          "Swingline Lender" shall mean SunTrust Bank.

          "Swingline Loan" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

          "Swingline Note" shall mean the promissory note of the Borrower
payable to the order of the Swingline Lender in the principal amount of the
Swingline Commitment, substantially the form of Exhibit B.

          "Swingline Termination Date" shall mean the date that is one (1)
Business Day prior to the Revolving Commitment Termination Date.

          "Synthetic Lease" shall mean a lease transaction under which the
parties intend that (i) the lease will be treated as an "operating lease" by the
lessee pursuant to Statement of Financial Accounting Standards No. 13, as
amended, (ii) the lessee will be entitled to various tax and other benefits
ordinarily available to owners (as opposed to lessees) of like property and
(iii) is the functional equivalent of or takes the place of a borrowing but does
not constitute a liability on the consolidated balance sheet of the lessee.

          "Synthetic Lease Obligations" shall mean, with respect to any Person,
the sum of (i) all remaining rental obligations of such Person as lessee under
Synthetic Leases which are attributable to principal and, without duplication,
(ii) all rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.


                                      -20-



          "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Transplace" shall mean Transplace.com LLC, a Nevada limited liability
company.

          "Transportation" shall mean Swift Transportation Corporation, a Nevada
corporation.

          "Type", when used in reference to a Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base
Rate.

          "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan" or "Swingline Loan") or by Type (e.g., a "Eurodollar Loan" or
"Base Rate Loan") or by Class and Type (e.g., "Revolving Eurodollar Loan").
Borrowings also may be classified and referred to by Class (e.g., "Revolving
Borrowing") or by Type (e.g., "Eurodollar Borrowing") or by Class and Type
(e.g., "Revolving Eurodollar Borrowing").

          SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise
defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent (except for such changes approved by Holding's independent public
accountants) with the most recent audited consolidated financial statement of
the Borrower delivered pursuant to Section 5.1(a); provided, that if the
Borrower notifies the Administrative Agent that the Borrower wishes to amend any
covenant in Article VI to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Lenders wish to amend Article VI for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

          SECTION 1.4. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall". In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the word "to" means "to but
excluding". Unless the context requires otherwise (i) any definition of or
reference to any agreement, instrument or


                                      -21-



other document herein shall be construed as referring to such agreement,
instrument or other document as it was originally executed or as it may from
time to time be amended, restated, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include
such Person's successors and permitted assigns, (iii) the words "hereof",
"herein" and "hereunder" and words of similar import shall be construed to refer
to this Agreement as a whole and not to any particular provision hereof, (iv)
all references to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v)
all references to a specific time shall be construed to refer to Atlanta,
Georgia time, unless otherwise indicated.

                                   ARTICLE II
                       AMOUNT AND TERMS OF THE COMMITMENTS

          SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and upon
the terms and conditions herein set forth, (i) the Lenders hereby establish in
favor of the Borrower a revolving credit facility pursuant to which each Lender
severally agrees (to the extent of such Lender's Revolving Commitment) to make
Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing
Bank agrees to issue Letters of Credit in accordance with Section 2.23, (iii)
the Swingline Lender agrees to make Swingline Loans in accordance with Section
2.5, and (iv) each Lender agrees to purchase a participation interest in the
Letters of Credit and the Swingline Loans pursuant to the terms and conditions
hereof; provided, that in no event shall the aggregate principal amount of all
outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed
at any time the Aggregate Revolving Commitments from time to time in effect.

          SECTION 2.2. REVOLVING LOANS. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make Revolving Loans, ratably in
proportion to its Pro Rata Share, to the Borrower, from time to time during the
Availability Period, in an aggregate principal amount outstanding at any time
that will not result in (a) such Lender's Revolving Credit Exposure exceeding
such Lender's Revolving Commitment or (b) the sum of the aggregate Revolving
Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitment
Amount. During the Availability Period, the Borrower shall be entitled to
borrow, prepay and reborrow Revolving Loans in accordance with the terms and
conditions of this Agreement; provided, that the Borrower may not borrow or
reborrow should there exist a Default or Event of Default.

          SECTION 2.3. PROCEDURE FOR REVOLVING BORROWINGS. The Borrower shall
give the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of each Revolving Borrowing substantially in the form of
Exhibit 2.3 attached hereto (a "Notice of Revolving Borrowing") (x) prior to
1:00 p.m. (New York time) on the requested date of each Base Rate Borrowing and
(y) prior to 1:00 p.m. (New York time) three (3) Business Days prior to the
requested date of each Eurodollar Borrowing. Each Notice of Revolving Borrowing
shall be irrevocable and shall specify: (i) the aggregate principal amount of
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the
case of a Eurodollar Borrowing, the duration of the


                                      -22-



initial Interest Period applicable thereto (subject to the provisions of the
definition of Interest Period). Each Revolving Borrowing shall consist entirely
of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The
aggregate principal amount of each Eurodollar Borrowing shall be not less than
$4,000,000 or a larger multiple of $1,000,000, and the aggregate principal
amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger
multiple of $100,000; provided, that Base Rate Loans made pursuant to Section
2.6 or Section 2.23(c) may be made in lesser amounts as provided therein. At no
time shall the total number of Eurodollar Borrowings outstanding at any time
exceed twelve. Promptly following the receipt of a Notice of Revolving Borrowing
in accordance herewith, the Administrative Agent shall advise each Lender of the
details thereof and the amount of such Lender's Revolving Loan to be made as
part of the requested Revolving Borrowing.

          SECTION 2.4. RESERVED.

          SECTION 2.5. SWINGLINE COMMITMENT. Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower, from time to time from the Closing Date to the Swingline Termination
Date, in an aggregate principal amount outstanding at any time not to exceed the
lesser of (i) the Swingline Commitment then in effect and (ii) the difference
between the Aggregate Revolving Commitment Amount and the aggregate Revolving
Credit Exposures of all Lenders; provided, that no Swingline Loan may be made to
refinance an outstanding Swingline Loan, and no Swingline Loan shall be
outstanding for a period that exceeds fourteen (14) days. The Borrower shall be
entitled to borrow and repay Swingline Loans in accordance with the terms and
conditions of this Agreement.

          SECTION 2.6. PROCEDURE FOR SWINGLINE BORROWING; ETC.

          (a) The Borrower shall give the Administrative Agent written notice
(or telephonic notice promptly confirmed in writing) of each Swingline Borrowing
substantially in the form of Exhibit 2.6 attached hereto ("Notice of Swingline
Borrowing") prior to 10:00 a.m. (New York time) on the requested date of each
Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and
shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of
such Swingline Loan (which shall be a Business Day) and (iii) the account of the
Borrower to which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate
or any other interest rate as agreed between the Borrower and the Swingline
Lender and shall have an Interest Period (subject to the definition thereof) as
agreed between the Borrower and the Swingline Lender. The aggregate principal
amount of each Swingline Loan shall be not less than $100,000 or a larger
multiple of $50,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrower. The Swingline Lender will make the proceeds of each
Swingline Loan available to the Borrower in Dollars in immediately available
funds at the account specified by the Borrower in the applicable Notice of
Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested
date of such Swingline Loan.

          (b) The Swingline Lender, at any time and from time to time in its
sole discretion, may, on behalf of the Borrower (which hereby irrevocably
authorizes and directs the Swingline Lender to act on its behalf), give a Notice
of Revolving Borrowing to the Administrative Agent


                                      -23-



requesting the Lenders (including the Swingline Lender) to make Base Rate Loans
in an amount equal to the unpaid principal amount of any Swingline Loan. Each
Lender will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender in
accordance with Section 2.7, which will be used solely for the repayment of such
Swingline Loan.

          (c) If for any reason a Base Rate Borrowing may not be (as determined
in the sole discretion of the Administrative Agent), or is not, made in
accordance with the foregoing provisions, then each Lender (other than the
Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate Borrowing should have occurred. On the date of such required
purchase, each Lender shall promptly transfer, in immediately available funds,
the amount of its participating interest to the Administrative Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

          (d) Each Lender's obligation to make a Base Rate Loan pursuant to
Section 2.6(b) or to purchase the participating interests pursuant to Section
2.6(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof (i) at the
Federal Funds Rate until the second Business Day after such demand and (ii) at
the Base Rate at all times thereafter. Until such time as such Lender makes its
required payment, the Swingline Lender shall be deemed to continue to have
outstanding Swingline Loans in the amount of the unpaid participation for all
purposes of the Loan Documents. In addition, such Lender shall be deemed to have
assigned any and all payments made of principal and interest on its Loans and
any other amounts due to it hereunder, to the Swingline Lender to fund the
amount of such Lender's participation interest in such Swingline Loans that such
Lender failed to fund pursuant to this Section, until such amount has been
purchased in full.

          SECTION 2.7. FUNDING OF BORROWINGS.

          (a) Each Lender will make available each Loan to be made by it
hereunder on the proposed date thereof by wire transfer in immediately available
funds by 3:00 p.m. (New York time) to the Administrative Agent at the Payment
Office; provided, that the Swingline Loans will be made as set forth in Section
2.6. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts that it receives, in like funds by the close of
business on such proposed date, to an account maintained by the Borrower with
the


                                      -24-



Administrative Agent or at the Borrower's option, by effecting a wire transfer
of such amounts to an account designated by the Borrower to the Administrative
Agent. On the Closing Date, all Existing Loans shall be deemed to be Revolving
Loans. Each New Lender will fund its initial Revolving Loan equal to its Pro
Rata Share of all Revolving Loans to the Payment Office no later than 2:00 p.m.
on the Closing Date.

          (b) Unless the Administrative Agent shall have been notified by any
Lender prior to 5:00 p.m. (New York time) one (1) Business Day prior to the date
of a Borrowing in which such Lender is to participate that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at
the Federal Funds Rate until the second Business Day after such demand and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent shall promptly notify the Borrower, and the Borrower shall
immediately pay such corresponding amount to the Administrative Agent together
with interest at the rate specified for such Borrowing. Nothing in this
subsection shall be deemed to relieve any Lender from its obligation to fund its
Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the
Borrower may have against any Lender as a result of any default by such Lender
hereunder.

          (c) All Revolving Borrowings shall be made by the Lenders on the basis
of their respective Pro Rata Shares. No Lender shall be responsible for any
default by any other Lender in its obligations hereunder, and each Lender shall
be obligated to make its Revolving Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

          SECTION 2.8. INTEREST ELECTIONS.

          (a) Each Borrowing initially shall be of the Type specified in the
applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Notice of Borrowing.
Thereafter, the Borrower may elect to convert such Borrowing into a different
Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall NOT apply to Swingline Borrowings, which may not be converted or
continued.

          (b) To make an election pursuant to this Section the Borrower shall
give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing substantially in the form of
Exhibit 2.8 attached hereto (a "Notice of Conversion/Continuation") that is to
be converted or continued, as the case may be, (x) prior to


                                      -25-



2:00 p.m. (New York time) one (1) Business Day prior to the requested date of a
conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. (New York
time) three (3) Business Days prior to a continuation of or conversion into a
Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify (i) the Borrowing to which such Notice of
Continuation/Conversion applies and if different options are being elected with
respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Continuation/Conversion, which shall be a Business Day, (iii)
whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing,
the Interest Period applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of "Interest Period". If
any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but
does not specify an Interest Period, the Borrower shall be deemed to have
selected an Interest Period of one month. The principal amount of any resulting
Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
and Base Rate Borrowings set forth in Section 2.3.

          (c) If, on the expiration of any Interest Period in respect of any
Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of
Conversion/ Continuation, then, unless such Borrowing is repaid as provided
herein, the Borrower shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default exists, unless the
Administrative Agent and each of the Lenders shall have otherwise consented in
writing. No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

          (d) Upon receipt of any Notice of Conversion/Continuation, the
Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

          (e) All Loans outstanding on the Closing Date shall be Base Rate
Loans, unless and until the Borrower converts the Base Rate Loans to Eurodollar
Loans pursuant to this Section.

          SECTION 2.9. OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.

          (a) Unless previously terminated, all Revolving Commitments (including
the LC Commitments) shall terminate on the Revolving Commitment Termination
Date, except that the Swingline Commitment shall terminate on the Swingline
Termination Date.

          (b) Upon at least three (3) Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent
(which notice shall be irrevocable), the Borrower may reduce the Aggregate
Revolving Commitments in part or terminate the Aggregate Revolving Commitments
in whole; provided, that (i) any partial reduction shall apply to reduce
proportionately and permanently the Revolving Commitment of each Lender, (ii)
any partial reduction pursuant to this Section shall be in an amount of at least


                                      -26-



$4,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction
shall be permitted which would reduce the Aggregate Revolving Commitments to an
amount less than the outstanding Revolving Credit Exposures of all Lenders. Any
such reduction in the Aggregate Revolving Commitments shall result in a
proportionate reduction (rounded to the next lowest integral multiple of
$100,000) in the Swingline Commitment and the LC Commitment.

          SECTION 2.10. REPAYMENT OF LOANS.

          (a) The outstanding principal amount of all Revolving Loans shall be
due and payable (together with accrued and unpaid interest thereon) on the
Revolving Commitment Termination Date.

          (b) The principal amount of each Swingline Borrowing shall be due and
payable (together with accrued interest thereon) on the earlier of (i) the last
day of the Interest Period applicable to such Borrowing and (ii) the Swingline
Termination Date.

          SECTION 2.11. EVIDENCE OF INDEBTEDNESS.

          (a) Each Lender shall maintain in accordance with its usual practice
appropriate records evidencing the Indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable thereon and paid to such Lender from
time to time under this Agreement. The Administrative Agent shall maintain
appropriate records in which shall be recorded (i) the Revolving Commitment of
each Lender, (ii) the amount of each Loan made hereunder by each Lender, the
Class and Type thereof and the Interest Period applicable thereto, (iii) the
date of each continuation thereof pursuant to Section 2.8, (iv) the date of each
conversion of all or a portion thereof to another Type pursuant to Section 2.8,
(v) the date and amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder in respect of
such Loans and (vi) both the date and amount of any sum received by the
Administrative Agent hereunder from the Borrower in respect of the Loans and
each Lender's Pro Rata Share thereof. The entries made in such records shall be
prima facie evidence of the existence and amounts of the obligations of the
Borrower therein recorded; provided, that the failure or delay of any Lender or
the Administrative Agent in maintaining or making entries into any such record
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans (both principal and unpaid accrued interest) of such
Lender in accordance with the terms of this Agreement.

          (b) At the request of any Lender (including the Swingline Lender) at
any time, the Borrower agrees that it will execute and deliver to such Lender a
Revolving Credit Note and, in the case of the Swingline Lender only, a Swingline
Note, payable to the order of such Lender.

          SECTION 2.12. OPTIONAL PREPAYMENTS. The Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
without premium or penalty, by giving irrevocable written notice (or telephonic
notice promptly confirmed in writing) to the Administrative Agent no later than
(i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York
time) not less than three (3) Business Days prior to any such prepayment, (ii)
in the case of any prepayment of any Base Rate Borrowing, not less than one


                                      -27-



Business Day prior to the date of such prepayment, and (iii) in the case of
Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of such
prepayment. Each such notice shall be irrevocable and shall specify the proposed
date of such prepayment and the principal amount of each Borrowing or portion
thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent
shall promptly notify each affected Lender of the contents thereof and of such
Lender's Pro Rata Share of any such prepayment. If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date
designated in such notice, together with accrued interest to such date on the
amount so prepaid in accordance with Section 2.13(e); provided, that if a
Eurodollar Borrowing is prepaid on a date other than the last day of an Interest
Period applicable thereto, the Borrower shall also pay all amounts required
pursuant to Section 2.19. Each partial prepayment of any Loan (other than a
Swingline Loan) shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in
the case of a Swingline Loan pursuant to Section 2.6. Each prepayment of a
Borrowing shall be applied ratably to the Loans comprising such Borrowing.

          SECTION 2.13. INTEREST ON LOANS.

          (a) The Borrower shall pay interest on each Base Rate Loan at the Base
Rate in effect from time to time and on each Eurodollar Loan at the Adjusted
LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in
the case of a Eurodollar Loan, the Applicable Margin in effect from time to
time.

          (b) The Borrower shall pay interest on each Swingline Loan at the Base
Rate in effect from time to time.

          (c) While an Event of Default exists or after acceleration, at the
option of the Required Lenders, the Borrower shall pay interest ("Default
Interest") with respect to all Eurodollar Loans at the rate otherwise applicable
for the then-current Interest Period plus an additional 2% per annum until the
last day of such Interest Period, and thereafter, and with respect to all Base
Rate Loans (including all Swingline Loans) and all other Obligations hereunder
(other than Loans), at an all-in rate in effect for Base Rate Loans, plus an
additional 2% per annum.

          (d) Interest on the principal amount of all Loans shall accrue from
and including the date such Loans are made to but excluding the date of any
repayment thereof. Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Revolving Commitment Termination Date. Interest on all outstanding
Eurodollar Loans shall be payable on the last day of each Interest Period
applicable thereto, and, in the case of any Eurodollar Loans having an Interest
Period in excess of three months, on each day which occurs every three months,
after the initial date of such Interest Period, and on the Revolving Commitment
Termination Date. Interest on each Swingline Loan shall be payable on the
maturity date of such Loan, which shall be the last day of the Interest Period
applicable thereto, and on the Swingline Termination Date. Interest on any Loan
which is converted into a Loan of another Type or which is repaid or prepaid
shall be payable on the date of such conversion or on the date of any such
repayment or prepayment (on the amount repaid or prepaid) thereof. All Default
Interest shall be payable on demand.


                                      -28-



          (e) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder and shall promptly notify the Borrower and the
Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all
purposes, absent manifest error.

          SECTION 2.14. FEES.

          (a) The Borrower shall pay to the Administrative Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
by the Borrower and the Administrative Agent.

          (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at the Applicable
Percentage per annum (determined daily in accordance with Schedule I) on the
daily amount of the unused Revolving Commitment of such Lender during the
Availability Period. Accrued commitment fees shall be payable in arrears on the
last day of each March, June, September and December of each year and on the
Revolving Commitment Termination Date, commencing on the first such date after
the Closing Date. For purposes of computing commitment fees with respect to the
Revolving Commitments, the Revolving Commitment of each Lender shall be deemed
used to the extent of the outstanding Revolving Loans and LC Exposure, but not
Swingline Exposure, of such Lender.

          (c) The Borrower agrees to pay (i) to the Administrative Agent, for
the account of each Lender, a letter of credit fee with respect to its
participation in each Letter of Credit, which shall accrue at a rate per annum
equal to the Applicable Margin for Eurodollar Loans then in effect on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to such Letter of
Credit during the period from and including the date of issuance of such Letter
of Credit to but excluding the date on which such Letter of Credit expires or is
drawn in full (including without limitation any LC Exposure that remains
outstanding after the Revolving Commitment Termination Date) and (ii) to the
Issuing Bank for its own account a fronting fee, which shall accrue at the rate
of 0.125% per annum on the average daily amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the
Availability Period (or until the date that such Letter of Credit is irrevocably
cancelled, whichever is later), as well as the Issuing Bank's standard fees with
respect to issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. For purposes of the foregoing, the Existing
Letters of Credit shall be deemed to have been issued by the Issuing Bank under
this Agreement on the Closing Date, and the Borrower agrees to pay all such
letter of credit fees and fronting fees in respect of such Existing Letters of
Credit on the dates set forth above. Notwithstanding the foregoing, if the
Required Lenders elect to increase the interest rate on the Loans to the Default
Interest pursuant to Section 2.13(c), the rate per annum used to calculate the
letter of credit fee pursuant to clause (i) above shall automatically be
increased by an additional 2% per annum.

          (d) The Borrower shall pay to the Administrative Agent, for the
ratable benefit of each Lender, the upfront closing fees previously agreed upon
by the Borrower and the Administrative Agent, which shall be due and payable on
the Closing Date.


                                      -29-



          (e) Accrued fees (other than the closing fee referenced in paragraph
(d)) shall be payable quarterly in arrears on the last day of each March, June,
September and December, commencing on December 31, 2005 and on the Revolving
Commitment Termination Date (and if later, the date the Loans and LC Exposure
shall be repaid in their entirety).

          SECTION 2.15. COMPUTATION OF INTEREST AND FEES. All computations of
interest and fees hereunder shall be made on the basis of a year of 360 days for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable (to the
extent computed on the basis of days elapsed). Each determination by the
Administrative Agent of an interest amount or fee hereunder shall be made in
good faith and, except for manifest error, shall be final, conclusive and
binding for all purposes.

          SECTION 2.16. INABILITY TO DETERMINE INTEREST RATES. If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,

          (i) the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrower) that, by
     reason of circumstances affecting the relevant interbank market, adequate
     means do not exist for ascertaining LIBOR for such Interest Period, or

          (ii) the Administrative Agent shall have received notice from the
     Required Lenders that the Adjusted LIBO Rate does not adequately and fairly
     reflect the cost to such Lenders (or Lender, as the case may be) of making,
     funding or maintaining their (or its, as the case may be) Eurodollar Loans
     for such Interest Period, the Administrative Agent shall give written
     notice (or telephonic notice, promptly confirmed in writing) to the
     Borrower and to the Lenders as soon as practicable thereafter. In the case
     of Eurodollar Loans, until the Administrative Agent shall notify the
     Borrower and the Lenders that the circumstances giving rise to such notice
     no longer exist, (i) the obligations of the Lenders to make Eurodollar
     Revolving Loans or to continue or convert outstanding Loans as or into
     Eurodollar Loans shall be suspended and (ii) all such affected Loans shall
     be converted into Base Rate Loans on the last day of the then current
     Interest Period applicable thereto unless the Borrower prepays such Loans
     in accordance with this Agreement. Unless the Borrower notifies the
     Administrative Agent at least one Business Day before the date of any
     Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing
     has previously been given that it elects not to borrow on such date, then
     such Revolving Borrowing shall be made as a Base Rate Borrowing.

          SECTION 2.17. ILLEGALITY. If any Change in Law shall make it unlawful
or impossible for any Lender to make, maintain or fund any Eurodollar Loan and
such Lender shall so notify the Administrative Agent, the Administrative Agent
shall promptly give notice thereof to the Borrower and the other Lenders,
whereupon until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Lender to make Eurodollar Revolving Loans, or to continue or
convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In
the case of the making of a Eurodollar Revolving Borrowing, such Lender's
Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving
Borrowing for the same Interest Period and if the affected Eurodollar Loan is
then outstanding, such Loan shall be converted to a Base Rate Loan either (i)


                                      -30-



on the last day of the then current Interest Period applicable to such
Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to
such date or (ii) immediately if such Lender shall determine that it may not
lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding
the foregoing, the affected Lender shall, prior to giving such notice to the
Administrative Agent, designate a different Applicable Lending Office if such
designation would avoid the need for giving such notice and if such designation
would not otherwise be disadvantageous to such Lender in the good faith exercise
of its discretion.

          SECTION 2.18. INCREASED COSTS.

          (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement that is not otherwise included in the determination of
     the Adjusted LIBO Rate hereunder against assets of, deposits with or for
     the account of, or credit extended by, any Lender (except any such reserve
     requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

          (ii) impose on any Lender or on the Issuing Bank or the eurodollar
     interbank market any other condition affecting this Agreement or any
     Eurodollar Loans made by such Lender or any Letter of Credit or any
     participation therein;

and the result of either of the foregoing is to increase the cost to such Lender
of making, converting into, continuing or maintaining a Eurodollar Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the Administrative Agent), to the Administrative Agent for the account of
such Lender, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

          (b) If any Lender or the Issuing Bank shall have determined that on or
after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital (or on the capital of such Lender's or
the Issuing Bank's parent corporation) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's
parent corporation could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies or the policies of
such Lender's or the Issuing Bank's parent corporation with respect to capital
adequacy) then, from time to time, within five (5) Business Days after receipt
by the Borrower of written demand by such Lender (with a copy thereof to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.


                                      -31-



          (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's parent corporation, as the case may be,
specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower (with a copy to the Administrative Agent) and shall be conclusive,
absent manifest error. The Borrower shall pay any such Lender or the Issuing
Bank, as the case may be, such amount or amounts within 10 days after receipt
thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation.

          SECTION 2.19. FUNDING INDEMNITY. In the event of (a) the payment of
any principal of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion or continuation of a Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, or (c) the failure by the Borrower to
borrow, prepay, convert or continue any Eurodollar Loan on the date specified in
any applicable notice (regardless of whether such notice is withdrawn or
revoked), then, in any such event, the Borrower shall compensate each Lender,
within five (5) Business Days after written demand from such Lender, for any
loss, cost or expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (A) the amount of interest that
would have accrued on the principal amount of such Eurodollar Loan if such event
had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan
for the period from the date of such event to the last day of the then current
Interest Period therefor (or in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such
Eurodollar Loan) over (B) the amount of interest that would accrue on the
principal amount of such Eurodollar Loan for the same period if the Adjusted
LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or
the date on which the Borrower failed to borrow, convert or continue such
Eurodollar Loan. A certificate as to any additional amount payable under this
Section submitted to the Borrower by any Lender (with a copy to the
Administrative Agent) shall be conclusive, absent manifest error.

          SECTION 2.20. TAXES.

          (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


                                      -32-



          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within five (5) Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the Code or any treaty to which the United
States is a party, with respect to payments under this Agreement shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.
Without limiting the generality of the foregoing, each Foreign Lender agrees
that it will deliver to the Administrative Agent and the Borrower (or in the
case of a Participant, to the Lender from which the related participation shall
have been purchased), as appropriate, two (2) duly completed copies of (i)
Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying
that the payments received from the Borrower hereunder are effectively connected
with such Foreign Lender's conduct of a trade or business in the United States;
or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
certifying that such Foreign Lender is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest; or (iii) Internal Revenue Service Form
W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
together with a certificate (A) establishing that the payment to the Foreign
Lender qualifies as "portfolio interest" exempt from U.S. withholding tax under
Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is
not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the
Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement
entered into in the ordinary course of its trade or business, within the meaning
of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower
within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the
Foreign Lender is not a controlled foreign corporation that is related to the
Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other
Internal Revenue Service forms as may be applicable to the Foreign Lender,
including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to
the Borrower and the Administrative Agent such forms on or before the date that
it becomes a party to this Agreement (or in the case of a Participant, on or
before the date such Participant purchases the related participation). In
addition, each such Foreign Lender shall deliver such


                                      -33-



forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Foreign Lender. Each such Foreign Lender shall promptly notify
the Borrower and the Administrative Agent at any time that it determines that it
is no longer in a position to provide any previously delivered certificate to
the Borrower (or any other form of certification adopted by the Internal Revenue
Service for such purpose).

          SECTION 2.21. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

          (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Sections 2.18, 2.19 or 2.20, or
otherwise) prior to 1:00 p.m. (New York time), on the date when due, in
immediately available funds, free and clear of any defenses, rights of set-off,
counterclaim, or withholding or deduction of taxes. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at the Payment Office, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.18, 2.19 and 2.20 and 10.3 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be made payable for the period
of such extension. All payments hereunder shall be made in Dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans that would result in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion (each a "Purchasing Lender") shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided, that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered or the Purchasing Lender
is otherwise required to return or restore any such


                                      -34-



payment, such participations shall be rescinded and each other Lender shall,
promptly after request from the Administrative Agent or the Purchasing Lender,
return to the Purchasing Lender the purchase price for such participation to the
extent of such recovery or the amount otherwise returned or restored by the
Purchasing Lender, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements or
Swingline Loans to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount or amounts due. In such event, if the Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.6(b), 2.23(c) or (d), 2.7(b), 2.21(c) or (d) or
10.3(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

          SECTION 2.22. MITIGATION OF OBLIGATIONS. If any Lender requests
compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.20, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the sole judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay
all costs and expenses incurred by any Lender in connection with such
designation or assignment.


                                      -35-



          SECTION 2.23. LETTERS OF CREDIT.

          (a) During the Availability Period, the Issuing Bank, in reliance upon
the agreements of the other Lenders pursuant to Section 2.23(d), agrees to
issue, at the request of the Borrower, Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth; provided, that (i)
each Letter of Credit shall expire on the earlier of (A) the date one year after
the date of issuance of such Letter of Credit (or in the case of any renewal or
extension thereof, one year after such renewal or extension) and (B) the date
that is five (5) Business Days prior to the Revolving Commitment Termination
Date and (ii) the Borrower may not request any Letter of Credit, if, after
giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC
Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding
Revolving Loans and Swingline Loans of all Lenders would exceed the Aggregate
Revolving Commitment Amount. Upon the issuance of each Letter of Credit each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank without recourse a participation in such Letter
of Credit equal to such Lender's Pro Rata Share of the aggregate amount
available to be drawn under such Letter of Credit. Each issuance of a Letter of
Credit shall be deemed to utilize the Revolving Commitment of each Lender by an
amount equal to the amount of such participation.

          (b) To request the issuance of a Letter of Credit (or any amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
give the Issuing Bank and the Administrative Agent irrevocable written notice at
least three (3) Business Days prior to the requested date of such issuance
specifying the date (which shall be a Business Day) such Letter of Credit is to
be issued (or amended, extended or renewed, as the case may be), the expiration
date of such Letter of Credit, the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. In addition
to the satisfaction of the conditions in Article III, the issuance of such
Letter of Credit (or any amendment which increases the amount of such Letter of
Credit) will be subject to the further conditions that such Letter of Credit
shall be in such form and contain such terms as the Issuing Bank shall approve
and that the Borrower shall have executed and delivered any additional
applications, agreements and instruments relating to such Letter of Credit as
the Issuing Bank shall reasonably require; provided, that in the event of any
conflict between such applications, agreements or instruments and this
Agreement, the terms of this Agreement shall control.

          (c) At least two Business Days prior to the issuance of any Letter of
Credit, the Issuing Bank will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received such notice
and if not, the Issuing Bank will provide the Administrative Agent with a copy
thereof. Unless the Issuing Bank has received notice from the Administrative
Agent on or before the Business Day immediately preceding the date the Issuing
Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank
not to issue the Letter of Credit because such issuance is not then permitted
hereunder because of the limitations set forth in Section 2.23(a) or that one or
more conditions specified in Article III are not then satisfied, then, subject
to the terms and conditions hereof, the Issuing Bank shall, on the requested
date, issue such Letter of Credit in accordance with the Issuing Bank's usual
and customary business practices. Within five (5) Business Days of issuing such
Letter of Credit in


                                      -36-



accordance herewith, the Issuing Bank shall advise each Lender of the issuance
and amount of such Letter of Credit.

          (d) The Issuing Bank shall examine all documents purporting to
represent a demand for payment under a Letter of Credit promptly following its
receipt thereof. The Issuing Bank shall notify the Borrower and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any failure to
give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of any
kind. Unless the Borrower shall have notified the Issuing Bank and the
Administrative Agent prior to 11:00 a.m. (New York time) on the Business Day
immediately prior to the date on which such drawing is honored that the Borrower
intends to reimburse the Issuing Bank for the amount of such drawing in funds
other than from the proceeds of Revolving Loans, the Borrower shall be deemed to
have timely given a Notice of Revolving Borrowing to the Administrative Agent
requesting the Lenders to make a Base Rate Borrowing on the date on which such
drawing is honored in an exact amount due to the Issuing Bank; provided, that
for purposes solely of such Borrowing, the conditions precedents set forth in
Section 3.2 hereof shall not be applicable. The Administrative Agent shall
notify the Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section 2.7. The proceeds of such Borrowing shall be applied
directly by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.

          (e) If for any reason a Base Rate Borrowing may not be (as determined
in the sole discretion of the Administrative Agent), or is not, made in
accordance with the foregoing provisions, then each Lender (other than the
Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have occurred. Each Lender's obligation to fund its participation shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of the Aggregate Revolving
Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank. Whenever, at any time
after the Issuing Bank has received from any such Lender the funds for its
participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing Bank, as the case may be, will distribute to such Lender
its Pro Rata Share of such payment; provided, that if such payment is required
to be returned for any reason to the


                                      -37-



Borrower or to a trustee, receiver, liquidator, custodian or similar official in
any bankruptcy proceeding, such Lender will return to the Administrative Agent
or the Issuing Bank any portion thereof previously distributed by the
Administrative Agent or the Issuing Bank to it.

          (f) To the extent that any Lender shall fail to pay any amount
required to be paid pursuant to paragraphs (d) or (e) of this Section on the due
date therefor, such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the rate set forth in
Section 2.13(c).

          (g) If any Event of Default shall occur and be continuing, on the
Business Day that the Borrower receives notice from the Administrative Agent or
the Required Lenders demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid fees thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Borrower agrees to execute any
documents and/or certificates to effectuate the intent of this paragraph. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest and profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it had not been
reimbursed and to the extent so applied, shall be held for the satisfaction of
the reimbursement obligations of the Borrower for the LC Exposure at such time
or, if the maturity of the Loans has been accelerated, with the consent of the
Required Lenders, be applied to satisfy other obligations of the Borrower under
this Agreement and the other Loan Documents. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not so applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

          (h) The Borrower's obligation to reimburse LC Disbursements hereunder
shall be absolute, unconditional and irrevocable and shall be performed strictly
in accordance with the terms of this Agreement under all circumstances
whatsoever and irrespective of any of the following circumstances:

          (i) Any lack of validity or enforceability of any Letter of Credit or
     this Agreement;


                                      -38-



          (ii) The existence of any claim, set-off, defense or other right which
     the Borrower or any Subsidiary or Affiliate of the Borrower may have at any
     time against a beneficiary or any transferee of any Letter of Credit (or
     any Persons or entities for whom any such beneficiary or transferee may be
     acting), any Lender (including the Issuing Bank) or any other Person,
     whether in connection with this Agreement or the Letter of Credit or any
     document related hereto or thereto or any unrelated transaction;

          (iii) Any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent or invalid in any respect or any statement
     therein being untrue or inaccurate in any respect;

          (iv) Payment by the Issuing Bank under a Letter of Credit against
     presentation of a draft or other document to the Issuing Bank that does not
     comply with the terms of such Letter of Credit;

          (v) Any other event or circumstance whatsoever, whether or not similar
     to any of the foregoing, that might, but for the provisions of this
     Section, constitute a legal or equitable discharge of, or provide a right
     of setoff against, the Borrower's obligations hereunder; or

          (vi) The existence of a Default or an Event of Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any actual direct damages (as
opposed to special, indirect (including claims for lost profits or other
consequential damages), or punitive damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's failure to
exercise due care when determining whether drafts or other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree, that in the absence of gross negligence or willful misconduct
on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised due care in
each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.


                                      -39-



          (i) Unless otherwise expressly agreed by the Issuing Bank and the
Borrower when a Letter of Credit is issued and subject to applicable laws,
performance under Letters of Credit by the Issuing Bank, its correspondents, and
the beneficiaries thereof will be governed by (i) either (x) the rules of the
"International Standby Practices 1998" (ISP98) (or such later revision as may be
published by the Institute of International Banking Law & Practice on any date
any Letter of Credit may be issued) or (y) the rules of the "Uniform Customs and
Practices for Documentary Credits" (1993 Revision), International Chamber of
Commerce Publication No. 500 (or such later revision as may be published by the
International Chamber of Commerce on any date any Letter of Credit may be
issued) and (ii) to the extent not inconsistent therewith, the governing law of
this Agreement set forth in Section 10.5.

          (j) The parties acknowledge and agree that, for all purposes of this
Agreement and the other Loan Documents, the Existing Letters of Credit shall be
deemed to be Letters of Credit hereunder to the same extent, and with the same
effect, as if such Existing Letters of Credit had been issued as Letters of
Credit pursuant to this Section on the Closing Date.

          SECTION 2.24. INCREASE OF COMMITMENTS; ADDITIONAL LENDERS.

          (a) So long as no Event of Default has occurred and is continuing,
from time to time after the Closing Date, Borrower may, upon at least 30 days'
written notice to the Administrative Agent (who shall promptly provide a copy of
such notice to each Lender), propose to increase the Aggregate Revolving
Commitments by an amount not to exceed $200,000,000 (the amount of any such
increase, the "Additional Commitment Amount"). Each Lender shall have the right
for a period of 15 days following receipt of such notice, to elect by written
notice to the Borrower and the Administrative Agent to increase its Revolving
Commitment by a principal amount equal to its Pro Rata Share of the Additional
Commitment Amount. No Lender (or any successor thereto) shall have any
obligation to increase its Revolving Commitment or its other obligations under
this Agreement and the other Loan Documents, and any decision by a Lender to
increase its Revolving Commitment shall be made in its sole discretion
independently from any other Lender.

          (b) If any Lender shall not elect to increase its Revolving Commitment
pursuant to subsection (a) of this Section, the Borrower may designate another
bank or other financial institution (which may be, but need not be, one or more
of the existing Lenders) which at the time agrees to, in the case of any such
Person that is an existing Lender, increase its Revolving Commitment and in the
case of any other such Person (an "Additional Lender"), become a party to this
Agreement; provided, however, that any new bank or financial institution must be
acceptable to the Administrative Agent, which acceptance will not be
unreasonably withheld or delayed. The sum of the increases in the Revolving
Commitments of the existing Lenders pursuant to this subsection (b) plus the
Revolving Commitments of the Additional Lenders shall not in the aggregate
exceed the unsubscribed amount of the Additional Commitment Amount.

          (c) An increase in the aggregate amount of the Revolving Commitments
pursuant to this Section shall become effective upon the receipt by the
Administrative Agent of an supplement or joinder in form and substance
satisfactory to the Administrative Agent executed by the Borrower, by each
Additional Lender and by each other Lender whose Revolving Commitment is to be
increased, setting forth the new Revolving Commitments of such Lenders


                                      -40-



and setting forth the agreement of each Additional Lender to become a party to
this Agreement and to be bound by all the terms and provisions hereof, together
with Notes evidencing such increase in the Commitments, and such evidence of
appropriate corporate authorization on the part of the Borrower with respect to
the increase in the Revolving Commitments and such opinions of counsel for the
Borrower with respect to the increase in the Revolving Commitments as the
Administrative Agent may reasonably request.

          (d) Upon the acceptance of any such supplement or joinder by the
Administrative Agent, the Aggregate Revolving Commitment Amount shall
automatically be increased by the amount of the Revolving Commitments added
through such supplement or joinder and Annex I shall automatically be deemed
amended to reflect the Revolving Commitments of all Lenders after giving effect
to the addition of such Revolving Commitments.

          (e) Upon any increase in the aggregate amount of the Revolving
Commitments pursuant to this Section that is not pro rata among all Lenders, (x)
within five Business Days, in the case of any Base Rate Loans then outstanding,
and at the end of the then current Interest Period with respect thereto, in the
case of any Eurodollar Loans then outstanding, the Borrower shall prepay such
Loans in their entirety and, to the extent the Borrower elects to do so and
subject to the conditions specified in Article III, the Borrower shall reborrow
Loans from the Lenders in proportion to their respective Revolving Commitments
after giving effect to such increase, until such time as all outstanding Loans
are held by the Lenders in proportion to their respective Commitments after
giving effect to such increase and (y) effective upon such increase, the amount
of the participations held by each Lender in each Letter of Credit then
outstanding shall be adjusted automatically such that, after giving effect to
such adjustments, the Lenders shall hold participations in each such Letter of
Credit in proportion to their respective Revolving Commitments.

          SECTION 2.25. REPLACEMENT OF LENDERS. If any Lender requests
compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority of the account of
any Lender pursuant to Section 2.20, or if any Lender defaults in its obligation
to fund Loans hereunder, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions set forth in Section 10.4(b) all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender); provided, that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal amount of
all Loans owed to it, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (in the case of such
outstanding principal and accrued interest) and from the Borrower (in the case
of all other amounts) and (iii) in the case of a claim for compensation under
Section 2.18 or payments required to be made pursuant to Section 2.20, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


                                      -41-



                                  ARTICLE III
               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

          SECTION 3.1. CONDITIONS TO EFFECTIVENESS. This Agreement shall not
become effective, the Existing Credit Agreement shall remain in full force and
effect, Borrower shall not have any rights under this Agreement and
Administrative Agent and Lenders shall not be obligated to take, fulfill or
perform any action hereunder, until the following conditions have been fulfilled
to the satisfaction of Administrative Agent and Lenders (or waived in accordance
with Section 10.2)

          (a) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Closing Date, including reimbursement
or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative Agent) required to be reimbursed
or paid by the Borrower hereunder, under any other Loan Document and under any
agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as
Arranger.

          (b) The Administrative Agent (or its counsel) shall have received the
following:

          (i) a counterpart of this Agreement signed by or on behalf of each
     party hereto or written evidence satisfactory to the Administrative Agent
     (which may include telecopy transmission of a signed signature page of this
     Agreement) that such party has signed a counterpart of this Agreement;

          (ii) if requested by any Lender, duly executed Revolving Credit Notes
     payable to such Lender and the Swingline Note payable to the Swingline
     Lender;

          (iii) the duly executed Subsidiary Guaranty Agreement, the Holdings
     Guaranty Agreement and Indemnity and Contribution Agreement;

          (iv) a certificate of the Secretary or Assistant Secretary of each
     Loan Party, attaching and certifying copies of its bylaws and of the
     resolutions of its boards of directors, or partnership agreement or limited
     liability company agreement, or comparable organizational documents and
     authorizations, authorizing the execution, delivery and performance of the
     Loan Documents to which it is a party and certifying the name, title and
     true signature of each officer of such Loan Party executing the Loan
     Documents to which it is a party;

          (v) certified copies of the articles or certificate of incorporation,
     certificate of organization or limited partnership, or other registered
     organizational documents of each Loan Party, together with certificates of
     good standing or existence, as may be available from the Secretary of State
     of the jurisdiction of organization of such Loan Party and each other
     jurisdiction where such Loan Party is required to be qualified to do
     business as a foreign corporation;


                                      -42-



          (vi) a favorable written opinion of Snell & Wilmer, L.L.P., counsel to
     the Loan Parties, addressed to the Administrative Agent and each of the
     Lenders, and covering such matters relating to the Loan Parties, the Loan
     Documents and the transactions contemplated therein as the Administrative
     Agent or the Required Lenders shall reasonably request;

          (vii) a certificate, dated the Closing Date and signed by a
     Responsible Officer, confirming compliance with the conditions set forth in
     paragraphs (a), (b) and (c) of Section 3.2;

          (viii) a duly executed Notice of Borrowing;

          (ix) a duly executed funds disbursement agreement;

          (x) certified copies of all consents, approvals, authorizations,
     registrations and filings and orders required or advisable to be made or
     obtained under any Requirement of Law, or by any Contractual Obligation of
     each Loan Party, in connection with the execution, delivery, performance,
     validity and enforceability of the Loan Documents or any of the
     transactions contemplated thereby, and such consents, approvals,
     authorizations, registrations, filings and orders shall be in full force
     and effect and all applicable waiting periods shall have expired, and no
     investigation or inquiry by any governmental authority regarding the
     Commitments or any transaction being financed with the proceeds thereof
     shall be ongoing;

          (xi) copies of (A) the internally prepared quarterly financial
     statements of Holdings and its Subsidiaries on a consolidated basis for the
     Fiscal Quarter ended September 30, 2005, and (B) the audited consolidated
     financial statements for Holdings and its Subsidiaries for the Fiscal Years
     ended December 31, 2002, December 31, 2003 and December 31, 2004; and

          (xii) certificates of insurance issued on behalf of insurers of the
     Borrower and all guarantors, describing in reasonable detail the types and
     amounts of insurance (property and liability) maintained by the Borrower
     and all guarantors, naming the Administrative Agent as additional insured.

          SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender to make
a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit is subject to the satisfaction of the
following conditions:

          (a) at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist;

          (b) at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, all representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct in all material respects
on and as of the date of such Borrowing or the date of


                                      -43-



issuance, amendment, extension or renewal of such Letter of Credit, in each case
before and after giving effect thereto;

          (c) since the date of the financial statements of the Borrower
described in Section 4.4, there shall have been no change which has had or could
reasonably be expected to have a Material Adverse Effect;

          (d) the Borrower shall have delivered the required Notice of
Borrowing; and

          (e) the Administrative Agent shall have received such other documents,
certificates, information or legal opinions as the Administrative Agent or the
Required Lenders may reasonably request, all in form and substance reasonably
satisfactory to the Administrative Agent or the Required Lenders.

          Each Borrowing and each issuance, amendment, extension or renewal of
any Letter of Credit shall be deemed to constitute a representation and warranty
by the Borrower on the date thereof as to the matters specified in paragraphs
(a), (b) and (c) of this Section.

          SECTION 3.3. DELIVERY OF DOCUMENTS All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

          SECTION 3.4. EFFECTIVENESS OF THIS AGREEMENT. Upon this Agreement
becoming effective pursuant to Section 3.1:

          (a) the terms and conditions of the Existing Credit Agreement shall be
amended as set forth herein and, as so amended, shall be restated in their
entirety, but only with respect to the rights, duties and obligations between
Borrower, its Subsidiaries, Holdings, Lenders and Administrative Agent accruing
from and after the Closing Date;

          (b) this Agreement shall not in any way release or impair the rights,
duties or obligations created pursuant to the Existing Credit Agreement and any
other Loan Document (as defined in the Existing Credit Agreement) or affect the
relative priorities thereof, in each case to the extent in force and effect
thereunder as of the Closing Date and except as modified hereby or by documents,
instruments and agreements executed and delivered in connection herewith, and
all such rights, duties and obligations are assumed, ratified and affirmed by
Borrower, its Subsidiaries and Holdings;

          (c) all indemnification obligations of Borrower under the Existing
Credit Agreement and any other Loan Documents (as defined in the Existing Credit
Agreement) shall survive the execution and delivery of this Agreement and shall
continue in full force and effect for the benefit of Lenders and Administrative
Agent and any other Person indemnified under the Existing Credit Agreement or
any other Loan Document (as defined in the Existing Credit Agreement) at any
time prior to the Closing Date;


                                      -44-



          (d) all Existing Loans shall be deemed to be Revolving Loans, the
Existing Loans shall not be deemed to be paid, released, discharged or otherwise
satisfied by the execution of this Agreement, and this Agreement shall not
constitute a refinancing, substitution or novation of such Existing Loans, or
any of the other rights, duties and obligations of the parties hereunder;

          (e) any and all references to the Existing Credit Agreement
(including, without limitation, in the Holdings Guaranty Agreement, the
Subsidiary Guaranty Agreement, the Indemnity and Contribution Agreement and all
other Loan Documents) shall, without further action of the parties, be deemed a
reference to the Existing Credit Agreement, as amended and restated by this
Agreement, and as this Agreement may be further amended and restated from time
to time hereafter; and

          (f) the interest and fees accrued under the Existing Credit Agreement
shall be due and payable on the Closing Date to SunTrust Bank, in its capacity
as administrative agent under the Existing Credit Agreement and on behalf of the
Existing Lenders (and not shared pro rata with any other Lenders in their
capacity as a Lender under this Agreement after the Closing Date).

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

          Each of Holdings and the Borrower represents and warrants to the
Administrative Agent and each Lender as follows:

          SECTION 4.1. EXISTENCE; POWER. Each of Holdings, Borrower and its
Subsidiaries (i) is duly organized, validly existing and in good standing as a
corporation, partnership or limited liability company under the laws of the
jurisdiction of its organization, (ii) has all requisite power and authority to
carry on its business as now conducted, and (iii) is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification
is required, except where a failure to be so qualified could not reasonably be
expected to result in a Material Adverse Effect.

          SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION. The execution,
delivery and performance by each Loan Party of the Loan Documents to which it is
a party are within such Loan Party's organizational powers and have been duly
authorized by all necessary organizational, and if required, shareholder,
partner or member, action. This Agreement has been duly executed and delivered
by the Borrower, and constitutes, and each other Loan Document to which any Loan
Party is a party, when executed and delivered by such Loan Party, will
constitute, valid and binding obligations of the Borrower or such Loan Party (as
the case may be), enforceable against it in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.


                                      -45-



          SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The execution,
delivery and performance by the Borrower and Holdings of this Agreement, and by
each Loan Party of the other Loan Documents to which it is a party (a) do not
require any consent or approval of, registration or filing with, or any action
by, any Governmental Authority, except those as have been obtained or made and
are in full force and effect, (b) will not violate any Requirements of Law
applicable to Holdings, Borrower or any of its Subsidiaries or any judgment,
order or ruling of any Governmental Authority, (c) will not violate or result in
a default under any indenture, material agreement or other material instrument
binding on any Loan Party or any of its Subsidiaries or any of its assets or
give rise to a right thereunder to require any payment to be made by any Loan
Party or any of its Subsidiaries and (d) will not result in the creation or
imposition of any Lien on any asset of any Loan Party or any of its
Subsidiaries, except Liens (if any) created under the Loan Documents.

          SECTION 4.4. FINANCIAL STATEMENTS. The Borrower has furnished to each
Lender (i) the audited consolidated balance sheet of Holdings and its
Subsidiaries as of December 31, 2004 and the related consolidated statements of
income, shareholders' equity and cash flows for the Fiscal Year then ended
prepared by KPMG LLP and (ii) the unaudited consolidated balance sheet of
Holdings and its Subsidiaries as of September 30, 2005, and the related
unaudited consolidated statements of income and cash flows for the Fiscal
Quarter and year-to-date period then ending, certified by a Responsible Officer.
Such financial statements fairly present the consolidated financial condition of
Holdings and its Subsidiaries as of such dates and the consolidated results of
operations for such periods in conformity with GAAP consistently applied,
subject to year end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii). Since December 31, 2004, there
have been no changes with respect to Holdings, the Borrower and its Subsidiaries
which have had or could reasonably be expected to have, singly or in the
aggregate, a Material Adverse Effect.

          SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS. (a) No litigation,
investigation or proceeding of or before any arbitrators or Governmental
Authorities is pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting any Loan Party or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination that
could reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect or (ii) which in any manner draws into question the
validity or enforceability of this Agreement or any other Loan Document.

          (b) Except for the matters set forth on Schedule 4.5, no Loan Party
nor any of its Subsidiaries (i) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability, where any such event or circumstance described in clauses (i) through
(iv) above could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

          SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS. Each Loan Party and
each of its Subsidiaries is in compliance with (a) all Requirements of Law and
all judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other


                                      -46-



instruments binding upon it or its properties, except where non-compliance,
either singly or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

          SECTION 4.7. INVESTMENT COMPANY ACT, ETC. Neither any Loan Party nor
any of its Subsidiaries is (a) an "investment company" or is "controlled" by an
"investment company", as such terms are defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended, (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935, as amended or (c) otherwise subject to any other regulatory
scheme limiting its ability to incur debt or requiring any approval or consent
from or registration or filing with, any Governmental Authority in connection
therewith.

          SECTION 4.8. TAXES. Each Loan Party and its Subsidiaries and each
other Person for whose taxes any Loan Party or any Subsidiary could become
liable have timely filed or caused to be filed all Federal income tax returns
and all other material tax returns that are required to be filed by them, and
have paid all taxes shown to be due and payable on such returns or on any
assessments made against it or its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority,
except where the same are currently being contested in good faith by appropriate
proceedings and for which Loan Parties or such Subsidiary, as the case may be,
has set aside on its books adequate reserves in accordance with GAAP. The
charges, accruals and reserves on the books of the Loan Parties and their
Subsidiaries in respect of such taxes are adequate, and no tax liabilities that
could be materially in excess of the amount so provided are anticipated.

          SECTION 4.9. MARGIN REGULATIONS. None of the proceeds of any of the
Loans or Letters of Credit will be used, directly or indirectly, for
"purchasing" or "carrying" any "margin stock" with the respective meanings of
each of such terms under Regulation U of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect or for any
purpose that violates the provisions of Regulation U. None of the Loan Parties
or their Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying "margin stock."

          SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$10,000,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $10,000,000 the fair market value of the assets of
all such underfunded Plans.

          SECTION 4.11. OWNERSHIP OF PROPERTY.

          (a) Each of the Loan Parties and their Subsidiaries has good title to,
or valid leasehold interests in, all of its real and personal property material
to the operation of its


                                      -47-



business, including all such material properties reflected in the most recent
audited consolidated balance sheet of the Holdings referred to in Section 4.4 or
purported to have been acquired by the Loan Parties or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are material to the business or
operations of the Loan Parties and their Subsidiaries are valid and subsisting
and are in full force and effect.

          (b) Each of the Loan Parties and their Subsidiaries owns, or is
licensed, or otherwise has the right, to use, all patents, trademarks, service
marks, trade names, copyrights and other intellectual property material to its
business, and the use thereof by the Loan Parties and their Subsidiaries does
not infringe on the rights of any other Person, except for any such
infringements that, individually or in the aggregate, would not have a Material
Adverse Effect.

          (c) The properties of the Loan Parties and their Subsidiaries are
insured with financially sound and reputable insurance companies which are not
Affiliates of Holdings, subject to the self-insurance provisions contained in
Section 5.8, in such amounts with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Loan Parties or the applicable
Subsidiary operates.

          SECTION 4.12. DISCLOSURE. Holdings and the Borrower has disclosed to
the Lenders all agreements, instruments, and corporate or other restrictions to
which each Loan Party or any of its Subsidiaries is subject, and all other
matters known to any of them, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the
Information Memorandum nor any of the reports (including without limitation all
reports that Holdings is required to file with the Securities and Exchange
Commission), financial statements, certificates or other information furnished
by or on behalf of Holdings or the Borrower to the Administrative Agent or any
Lender in connection with the negotiation or syndication of this Agreement or
any other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by any other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, taken as a whole, in light of the circumstances under which
they were made, not misleading; provided, that with respect to projected
financial information, Holdings and the Borrower represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

          SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts or other
material labor disputes or grievances against any Loan Party or any of its
Subsidiaries, or, to the knowledge of Holdings or Borrower, threatened against
or affecting any Loan Party or any of its Subsidiaries, and no significant
unfair labor practice, charges or grievances are pending against any Loan Party
or any of its Subsidiaries, or to the knowledge of Holdings or Borrower,
threatened against any of them before any Governmental Authority. All payments
due from any Loan Party or any of its Subsidiaries pursuant to the provisions of
any collective bargaining agreement have been paid or accrued as a liability on
the books of any such Loan Party or any such Subsidiary, except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.


                                      -48-



          SECTION 4.14. SUBSIDIARIES. Schedule 4.14 sets forth the name of, the
ownership interest of Holdings and the Borrower in, the jurisdiction of
incorporation or organization of, and the type of, each Subsidiary and
identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of
the Closing Date.

          SECTION 4.15. INSOLVENCY. After giving effect to the execution and
delivery of the Loan Documents, the making of the Loans under this Agreement,
and the repayment of the Refinanced Indebtedness, none of the Loan Parties will
be "insolvent," within the meaning of such term as defined in Section 101 of
Title 11 of the United States Code, as amended from time to time, or be unable
to pay its debts generally as such debts become due, or have an unreasonably
small capital to engage in any business or transaction, whether current or
contemplated.

          SECTION 4.16. OFAC. No Loan Party (i) is a person whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of
Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions
prohibited by Section 2 of such executive order, or is otherwise associated with
any such person in any manner violative of Section 2, or (iii) is a person on
the list of Specially Designated Nationals and Blocked Persons or subject to the
limitations or prohibitions under any other U.S. Department of Treasury's Office
of Foreign Assets Control regulation or executive order.

          SECTION 4.17. PATRIOT ACT. Each Loan Party is in compliance, in all
material respects, with the (i) the Trading with the Enemy Act, as amended, and
each of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
legislation or executive order relating thereto, and (ii) the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the
Loans will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.

                                   ARTICLE V
                              AFFIRMATIVE COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any Lender has a Commitment hereunder or any Obligation remains unpaid or
outstanding:

          SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower
will deliver to the Administrative Agent:

          (a) so long as Holdings is required to file periodic reports under
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, no later than 5 days after Holdings is required to have delivered its
annual financial statements thereunder and otherwise


                                      -49-



as soon as available and in any event within 95 days after the end of each
Fiscal Year of Holdings, a copy of the annual audited report for such Fiscal
Year for Holdings and its Subsidiaries, containing a consolidated balance sheet
of Holdings and its Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of income, stockholders' equity and cash flows
(together with all footnotes thereto) of Holdings and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all in reasonable detail and reported on by KPMG LLP or
other independent public accountants of nationally recognized standing (without
a "going concern" or like qualification, exception or explanation and without
any qualification or exception as to scope of such audit) to the effect that
such financial statements present fairly in all material respects the financial
condition and the results of operations of Holdings and its Subsidiaries for
such Fiscal Year on a consolidated basis in accordance with GAAP and that the
examination by such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing
standards;

          (b) so long as Holdings is required to file periodic reports under
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, no later than 5 days after Holdings is required to have delivered its
quarterly financial statements thereunder, and otherwise within 50 days after
the end of each Fiscal Quarter of Holdings, an unaudited consolidated balance
sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and
the related unaudited consolidated statements of income and cash flows of
Holdings and its Subsidiaries for such Fiscal Quarter and the then elapsed
portion of such Fiscal Year;

          (c) concurrently with the delivery of the financial statements
referred to in clauses (a) and (b) above, a Compliance Certificate signed by the
principal executive officer and the principal financial officer of Holdings;

          (d) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all functions of said Commission, or with any national securities
exchange, or distributed by Holdings to its shareholders generally, as the case
may be; and

          (e) promptly following any request therefor, such other information
regarding the results of operations, business affairs and financial condition of
any Loan Party or any Subsidiary as the Administrative Agent, on behalf of any
Lender, may reasonably request.

     So long as Holdings is required to file periodic reports under Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
Borrower may satisfy its obligation to deliver the financial statements referred
to in clauses (a) and (b) above by delivering such financial statements by
electronic mail to such e-mail addresses as the Administrative Agent and Lenders
shall have provided to Borrower from time to time.

          SECTION 5.2. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to
the Administrative Agent prompt written notice of the following:

          (a) the occurrence of any Default or Event of Default;


                                      -50-



          (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or, to the knowledge of
the Borrower, affecting any Loan Party or any Subsidiary which, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

          (c) the occurrence of any event or any other development by which any
Loan Party or any of its Subsidiaries (i) fails to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) becomes subject to any Environmental
Liability, (iii) receives notice of any claim with respect to any Environmental
Liability, or (iv) becomes aware of any basis for any Environmental Liability
and in each of the preceding clauses, which individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;

          (d) the occurrence of any ERISA Event that alone, or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount
exceeding $10,000,000;

          (e) the receipt by any Loan Party or any of its Subsidiaries of any
written notice of an alleged default or event of default, in respect of any
Material Indebtedness of any Loan Party or any of its Subsidiaries; and

          (f) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

          (g) Each notice delivered under this Section shall be accompanied by a
written statement of a Responsible Officer setting forth the details of the
event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.

           SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and take all reasonable action to maintain its
respective rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business
and will continue to engage in the same business as presently conducted or such
other businesses that are reasonably related thereto; provided, that nothing in
this Section shall prohibit any merger, consolidation, sale, lease, transfer or
other disposition, liquidation or dissolution permitted under Sections 7.3 or
7.6.

          SECTION 5.4. COMPLIANCE WITH LAWS, ETC. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules, regulations and requirements of any Governmental Authority applicable to
its business and properties, including without limitation, all Environmental
Laws, ERISA and OSHA, except where the failure to do so, either individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

          SECTION 5.5. PAYMENT OF OBLIGATIONS. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, pay and discharge at or before
maturity, all of its material obligations and liabilities (including without
limitation all tax liabilities and claims that


                                      -51-



could result in a statutory Lien) before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) Holdings, the Borrower or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (c) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.6. BOOKS AND RECORDS. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities to the
extent necessary to prepare the consolidated financial statements of Holdings in
conformity with GAAP.

          SECTION 5.7. VISITATION, INSPECTION, ETC. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, permit any
representative of the Administrative Agent or any Lender, to visit and inspect
its properties, to examine its books and records and to make copies and take
extracts therefrom, and to discuss its affairs, finances and accounts with any
of its officers and with its independent certified public accountants, all at
such reasonable times and as often as the Administrative Agent or any Lender may
reasonably request after reasonable prior notice to the Borrower.

          SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE. Each of Holdings
and the Borrower will, and will cause each of its Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, except for ordinary wear and tear and except where the
failure to do so, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, and (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, and the properties and business of its
Subsidiaries, against loss or damage of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar
locations; provided, that Holdings, Borrower and any Subsidiary may (i)
self-insure against any risk required to be insured pursuant to this Section in
an aggregate amount of up to $5,000,000 per occurrence and (ii) insure through
the Captive Insurance Subsidiary against any risk required to be insured
pursuant to this Section in an aggregate amount of up to $10,000,000 per
occurrence and, provided, further, that in the event that Holdings, Borrower or
any Subsidiary self-insures against any risks required to be insured against
pursuant to this Section in an aggregate amount in excess of $5,000,000 per
occurrence or insures through the Captive Insurance Subsidiary against any risk
required to be insured pursuant to this Section 5 in aggregate amount of more
than $10,000,000 per occurrence, such self-insurance or insurance through the
Captive Insurance Subsidiary shall be in amounts satisfactory to the
Administrative Agent.

          SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The Borrower will
use the proceeds of the initial Loans made on the Closing Date to refinance
existing Indebtedness and the proceeds of all other Loans made after the Closing
Date to finance working capital needs, Permitted Acquisitions, and Capital
Expenditures, to pay dividends to Holdings for the purpose of financing the
repurchase of shares of Capital Stock of Holdings and for other general
corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that
would violate any rule or


                                      -52-



regulation of the Board of Governors of the Federal Reserve System, including
Regulations T, U or X. All Letters of Credit will be used for general corporate
purposes.

          SECTION 5.10. ADDITIONAL SUBSIDIARIES. (a) If any Subsidiary becomes a
Material Subsidiary after the Closing Date, or any Material Subsidiary is
acquired or formed after the Closing Date, the Borrower will, within ten (10)
Business Days after any such Subsidiary becomes a Material Subsidiary, or such
Material Subsidiary is acquired or formed, notify the Administrative Agent
thereof and will cause such Material Subsidiary to become a Subsidiary Loan
Party.

          (b) If, at any time, the aggregate revenue or assets (on a
non-consolidated basis) of Holdings, the Borrower and those Subsidiaries that
are then Subsidiary Loan Parties are less than the Aggregate Subsidiary
Threshold, then the Borrower shall cause one or more other Subsidiaries to
become additional Subsidiary Loan Parties, as provided in this Section, within
ten (10) Business Days after such revenues or assets become less than the
Aggregate Subsidiary Threshold so that after including the revenue or assets of
any such additional Subsidiary Loan Parties, the aggregate revenue or assets (on
a non-consolidated basis) of Holdings, the Borrower and all such Subsidiary Loan
Parties would equal or exceed the Aggregate Subsidiary Threshold.

          (c) The Borrower may elect at any time to have any Subsidiary become
an additional Subsidiary Loan Party as provided in this Section.

          (d) Upon the occurrence and during the continuation of any Event of
Default, if the Required Lenders so direct, the Borrower shall (i) cause all of
its Subsidiaries to become additional Subsidiary Loan Parties, as provided in
this Section, within ten (10) Business Days after the Borrower's receipt of
written confirmation of such direction from the Administrative Agent.

          (e) A Subsidiary shall become an additional Subsidiary Loan Party by
executing and delivering to the Administrative Agent a Subsidiary Guaranty
Supplement and an Indemnity and Contribution Agreement Supplement, accompanied
by (i) all other Loan Documents related thereto, (ii) certified copies of
certificates or articles of incorporation or organization, by-laws, membership
operating agreements, and other organizational documents, appropriate
authorizing resolutions of the board of directors of such Subsidiaries, and
opinions of counsel comparable to those delivered pursuant to Section 3.1(vii),
and (iii) such other documents as the Administrative Agent may reasonably
request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter
cease to be a Subsidiary Loan Party or be entitled to be released or discharged
from its obligations under the Subsidiary Guaranty Agreement or Indemnity and
Contribution Agreement, except in connection with a sale of such Subsidiary Loan
Party's Capital Stock or assets pursuant to Section 7.6, a merger consolidation
or other fundamental change with respect to such Subsidiary Loan Party described
in Section 7.3 or otherwise expressly permitted pursuant to Sections 5.3, 7.3 or
7.6 of this Agreement or consented to in writing by all of the Lenders.

          SECTION 5.11. POST-CLOSING COVENANTS. (a) The Borrower agrees that it
shall deliver to the Administrative Agent no later than December 23, 2005, a
favorable written opinion of Martin, Tate, Morrow, & Marston, P.C., Tennessee
counsel to the Loan Parties, addressed to the Administrative Agent and each of
the Lenders, and covering such matters relating to the


                                      -53-



Loan Parties, the Loan Documents and the transactions contemplated therein as
the Administrative Agent or the Required Lenders shall reasonably request.

          (b) The Borrower agrees that it shall deliver to the Administrative
Agent no later than December 23, 2005, a good standing certificate for M. S.
Carriers, Inc. in Tennessee, in form and substance acceptable to the
Administrative Agent.

          (c) The Borrower agrees that it shall deliver to the Administrative
Agent no later than December 23, 2005, copies of the articles or certificate of
incorporation, certificate of organization or limited partnership, or other
registered organizational documents of M. S. Carriers, Inc. certified by the
Secretary of State of Tennessee;

                                   ARTICLE VI
                               FINANCIAL COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any Lender has a Commitment hereunder or any Obligation remains unpaid or
outstanding:

          SECTION 6.1. LEVERAGE RATIO. Holdings will maintain, as of the end of
each Fiscal Quarter, a Leverage Ratio of not greater than 3.00:1.00 for each
Fiscal Quarter.

          SECTION 6.2. FIXED CHARGE COVERAGE RATIO. Holdings will have, as of
the end of each Fiscal Quarter, a Fixed Charge Coverage Ratio of not less than
1.50:1.00.

          SECTION 6.3. CONSOLIDATED TANGIBLE NET WORTH. Holdings will not permit
its Consolidated Tangible Net Worth at any time to be less than $605,862,000
plus 50% of Consolidated Net Income on a cumulative basis for each preceding
Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2005;
provided, that if Consolidated Net Income is negative in any Fiscal Quarter the
amount added for such Fiscal Quarter shall be zero and such negative
Consolidated Net Income shall not reduce the amount of Consolidated Net Income
added from any previous Fiscal Quarter. The amount of Consolidated Tangible Net
Worth set forth above shall be increased by 100% of the amount by which Holdings
"total stockholders' equity" is increased as a result of any public or private
offering of common stock of Holdings after the Closing Date. Promptly upon the
consummation of such offering, Holdings shall notify the Administrative Agent in
writing of the amount of such increase in "total stockholders' equity".

                                  ARTICLE VII
                               NEGATIVE COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any Lender has a Commitment hereunder or any Obligation remains outstanding:


                                      -54-



          SECTION 7.1. INDEBTEDNESS AND PREFERRED EQUITY. Holdings and the
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness created pursuant to the Loan Documents;

          (b) Indebtedness of Holdings and its Subsidiaries existing on the date
hereof and set forth on Schedule 7.1 and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount
thereof (immediately prior to giving effect to such extension, renewal or
replacement) or shorten the maturity or the weighted average life thereof;

          (c) Indebtedness of Holdings or any Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof; provided, that such Indebtedness is incurred
prior to or within 90 days after such acquisition or the completion of such
construction or improvements or extensions, renewals, and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof
(immediately prior to giving effect to such extension, renewal or replacement)
or shorten the maturity or the weighted average life thereof; provided further,
that the aggregate principal amount of such Indebtedness does not exceed
$200,000,000 at any time outstanding;

          (d) Indebtedness of Holdings owing to any Subsidiary and of any
Subsidiary owing to the Borrower or any other Subsidiary; provided, that any
such Indebtedness that is owed to a Subsidiary that is not a Subsidiary Loan
Party shall be subject to Section 7.4;

          (e) Guarantees by Holdings of Indebtedness of any Subsidiary and by
any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;
provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary
that is not a Subsidiary Loan Party shall be subject to Section 7.4;

          (f) Indebtedness of any Person which becomes a Subsidiary after the
date of this Agreement (provided that such Indebtedness exists at the time that
such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary) or extensions, renewals, and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (immediately prior to giving effect to such extension,
renewal or replacement) or shorten the maturity or the weighted average life
thereof;

          (g) Indebtedness in respect of any Securitization Transaction
permitted by Section 7.6(e);

          (h) Hedging Obligations permitted by Section 7.9;

          (i) other secured Indebtedness of Holdings or its Subsidiaries in an
aggregate principal amount not to exceed $200,000,000 at any time outstanding;
and


                                      -55-



          (j) other unsecured Indebtedness of Holdings or its Subsidiaries so
long as at the time such Indebtedness is incurred, and after giving pro forma
effect to the incurrence and application of the proceeds thereof, the Borrower
shall be in pro forma compliance with the financial covenants contained in
Article VI and no Default or Event of Default shall have occurred and be
continuing.

Holdings will not, and will not permit any Subsidiary to, issue any preferred
stock or other preferred equity interests that (i) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may
become redeemable or repurchaseable by Holdings or such Subsidiary at the option
of the holder thereof, in whole or in part, or (iii) is convertible or
exchangeable at the option of the holder thereof for Indebtedness or preferred
stock or any other preferred equity interests described in this paragraph, on or
prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the
Revolving Commitment Termination Date.

          SECTION 7.2. NEGATIVE PLEDGE. Holdings and Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume or suffer to exist
any Lien on any of its assets or property now owned or hereafter acquired or,
except:

          (a) Permitted Encumbrances;

          (b) any Liens on any property or asset of Holdings or any Subsidiary
existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien
shall not apply to any other property or asset of the Borrower or any
Subsidiary;

          (c) purchase money Liens upon or in any fixed or capital assets to
secure the purchase price or the cost of construction or improvement of such
fixed or capital assets or to secure Indebtedness incurred solely for the
purpose of financing the acquisition, construction or improvement of such fixed
or capital assets (including Liens securing any Capital Lease Obligations);
provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c),
(ii) such Lien attaches to such asset concurrently or within 90 days after the
acquisition, improvement or completion of the construction thereof; (iii) such
Lien does not extend to any other asset; and (iv) the Indebtedness secured
thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets;

          (d) any Lien (i) existing on any asset of any Person at the time such
Person becomes a Subsidiary of Holdings, (ii) existing on any asset of any
Person at the time such Person is merged with or into the Holdings or any
Subsidiary of Holdings or (iii) existing on any asset prior to the acquisition
thereof by the Holdings or any Subsidiary of Holdings; provided, that any such
Lien was not created in the contemplation of any of the foregoing and any such
Lien secures only those obligations which it secures on the date that such
Person becomes a Subsidiary or the date of such merger or the date of such
acquisition;

          (e) any Lien arising out of any Securitization Transaction permitted
by Section 7.6(e);

          (f) Liens on any treasury stock held by Holdings;

          (g) any Liens securing Indebtedness permitted by Section 7.1(i); and


                                      -56-



          (h) extensions, renewals, or replacements of any Lien referred to in
paragraphs (a) through (g) of this Section; provided, that the principal amount
of the Indebtedness secured thereby is not increased and that any such
extension, renewal or replacement is limited to the assets originally encumbered
thereby.

          SECTION 7.3. FUNDAMENTAL CHANGES. (a) Holdings and the Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate into any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, or lease, transfer or otherwise dispose of (in a single transaction or
a series of transactions) all or substantially all of its assets (in each case,
whether now owned or hereafter acquired) or all or substantially all of the
stock of any of its Subsidiaries (in each case, whether now owned or hereafter
acquired) or liquidate or dissolve; provided, that if at the time thereof and
immediately after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing (i) any Subsidiary of Holdings other than the
Borrower may consolidate or merge with or into a Person if the Person formed by
or surviving such consolidation or merger is, or immediately following such
consolidation or merger becomes, a Subsidiary Loan Party, (ii) any Subsidiary
may consolidate or merge with or into another Subsidiary; provided, that if any
party to such consolidation or merger is a Subsidiary Loan Party, the Person
formed by or surviving such consolidation or merger must be, or immediately
following such consolidation or merger become, a Subsidiary Loan Party, (iii)
any Subsidiary may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets to Holdings, the Borrower or to a Subsidiary
Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may
liquidate or dissolve if Holdings determines in good faith that such liquidation
or dissolution is in the best interests of Holdings and is not materially
disadvantageous to the Lenders; provided, that any such consolidation or merger
involving a Person that is not a wholly-owned Subsidiary immediately prior to
such consolidation or merger shall not be permitted unless also permitted by
Section 7.4.

          (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage in any business other than businesses of the type conducted by the
Borrower and its Subsidiaries on the date hereof and businesses reasonably
related thereto.

          SECTION 7.4. INVESTMENTS, LOANS, ETC. Holdings and the Borrower will
not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly-owned
Subsidiary prior to such merger), any common stock, evidence of indebtedness or
other securities (including any option, warrant, or other right to acquire any
of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person that
constitute a business unit (all of the foregoing being collectively called
"Investments"), except:

          (a) Investments (other than Permitted Investments) existing on the
date hereof and set forth on Schedule 7.4 (including Investments in
Subsidiaries);

          (b) extensions of trade credit in the ordinary course of business;

          (c) Permitted Investments;


                                      -57-



          (d) Permitted Acquisitions, and all Investments of any Person acquired
in a Permitted Acquisition;

          (e) advances in the ordinary course of business to any independent
contractor performing services for Holdings, any of its Subsidiaries or any of
their agents not to exceed $20,000,000 in the aggregate at any time outstanding
maturing not later than seven (7) years after the incurrence thereof;

          (f) Guarantees constituting Indebtedness permitted by Section 7.1;
provided, that the aggregate principal amount of Indebtedness of Subsidiaries
that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall
be subject to the limitation set forth in clauses (h) and (i) below;

          (g) Investments made by Holdings or any of its Subsidiaries in any
other Loan Party;

          (h) Investments made by Holdings or any of its Subsidiaries in any
Person other than a Loan Party; provided, that the aggregate amount of such
Investments by Holdings or any of its Subsidiaries in or to, and Guarantees by
Holdings or any of its Subsidiaries of Indebtedness of any Person that is not a
Loan Party (including all such Investments and Guarantees existing on the
Closing Date, but excluding the Investments permitted in clause (i) below),
shall not exceed $30,000,000 at any time outstanding;

          (i) Investments made by Holdings or any of its Subsidiaries in
Transplace; provided, that the aggregate amount of such Investments in, and
Guarantees by Loan Parties of Indebtedness owed by, Transplace (including all
such Investments and Guarantees existing on the Closing Date, shall not exceed
$25,000,000 at any time outstanding;

          (j) loans or advances to employees, officers or directors of Holdings
or any Subsidiary in the ordinary course of business for travel, relocation and
related expenses; provided, however, that the aggregate amount of all such loans
and advances does not exceed $5,000,000 at any time;

          (k) Investments in notes and other securities received in full or
partial satisfaction of overdue debts and accounts payable in the ordinary
course of business and for amounts which, individually or in the aggregate, do
not exceed $10,000,000 at any time outstanding;

          (l) Hedging Transactions permitted by Section 7.9;

          (m) Investments in treasury stock of Holdings;

          (n) other Investments not to exceed $10,000,000 at any time
outstanding;

          (o) Investments made by Holdings or any of its Subsidiaries in the
Captive Insurance Subsidiary in an aggregate cash amount not to exceed $250,000,
with a Letter of Credit of up to $49,750,000 posted by the Borrower to provide
credit support for liabilities of the Captive Insurance Subsidiary; and


                                      -58-



          (p) a promissory note in the amount of $17,000,000 payable over a
six-year period issued by Auto Carrier Holdings, Inc. in favor of the Borrower
in connection with the sale of the autohaul business to Auto Carrier Holdings,
Inc.

          SECTION 7.5. RESTRICTED PAYMENTS. Holdings and Borrower will not, and
will not permit its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its stock, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, retirement, defeasance or other acquisition of,
any shares of common stock or Indebtedness subordinated to the Obligations of
the Borrower or any Guarantee thereof or any options, warrants, or other rights
to purchase such common stock or such Indebtedness, whether now or hereafter
outstanding (each, a "Restricted Payment"), except for (i) dividends payable by
Holdings and the Borrower solely in shares of any class of its common stock,
(ii) Restricted Payments made by Holdings or any of its Subsidiaries to another
Loan Party, (iii) so long as no Default or Event of Default has occurred and is
continuing, redemption or repurchase of common stock of Holdings, (iv) cash
dividends and distributions paid on the common stock of Holdings; provided for
purpose of this clause (iv) that (x) no Default or Event of Default has occurred
and is continuing at the time such dividend or distribution is paid, (y) the
aggregate amount of all such Restricted Payments pursuant to this clause (iv)
made by the Holdings in any Fiscal Year does not exceed 50% of Net Income (if
greater than $0) earned during the immediately preceding Fiscal Year, and (z) if
Restricted Payments made pursuant to this clause (iv) in any Fiscal Year are
less than permitted in such Fiscal Year, the excess permitted amount for such
Fiscal Year may be carried forward to the next succeeding Fiscal Year.

          SECTION 7.6. SALE OF ASSETS. Holdings and the Borrower will not, and
will not permit any of its Subsidiaries to, convey, sell, lease, assign,
transfer or otherwise dispose of, any of its assets, business or property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's common stock to any Person other
than the Borrower or a Subsidiary Loan Party (or to qualify directors if
required by applicable law), except:

          (a) the sale or other disposition for fair market value of obsolete or
worn out property or other property not necessary for operations disposed of in
the ordinary course of business;

          (b) sales and dispositions of trucks, tractors and trailers in the
ordinary course of business, so long as the proceeds from such sale or
disposition, net of commissions and other reasonable and customary transaction
costs, fees and expenses properly attributable to such transaction and payable
in connection therewith to non-Affiliates, are applied either (i) to prepay the
Loans (with a corresponding permanent reduction in the Revolving Commitments if
an Event of Default has occurred and is continuing at the time of such
prepayment) or (ii) to the purchase or lease of replacement trucks, tractors and
trailers for use in the ordinary course of business of Borrower and its
Subsidiaries.

          (c) the sale of treasury stock of Holdings;


                                      -59-



          (d) the sale of inventory and Permitted Investments in the ordinary
course of business;

          (e) the sale or other disposition of such assets in connection with
any Securitization Transaction;

          (f) the sale or discount without recourse of accounts receivable that
are overdue for more than 60 days in the ordinary course of business in
connection with the compromise or collection thereof;

          (g) the sale or other disposition of such assets as permitted by
Section 7.3(a);

          (h) in addition to all sales permitted above, the sale or other
disposition of such assets in an aggregate amount not to exceed, in any period
of twelve consecutive months, 10% of consolidated total assets of Holdings and
its Subsidiaries as at the beginning of such twelve-month period; and

          (i) the transfer of assets contemplated in Section 7.4(o).

          SECTION 7.7. TRANSACTIONS WITH AFFILIATES. Holdings and the Borrower
will not, and will not permit any of its Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to Holdings,
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (b) transactions between or among Holdings, the
Borrower and any Subsidiary Loan Party not involving any other Affiliates, (c)
any Restricted Payment permitted by Section 7.5 and (d) other transactions so
long as such transactions are unanimously approved by the independent directors
of Holdings.

          SECTION 7.8. RESTRICTIVE AGREEMENTS. Holdings and the Borrower will
not, and will not permit any Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement that prohibits, restricts or imposes any
condition upon the ability of any Subsidiary to pay dividends or other
distributions with respect to its common stock, to make or repay loans or
advances to Holdings, the Borrower or any other Subsidiary, to Guarantee
Indebtedness of Holdings, the Borrower or any other Subsidiary or to transfer
any of its property or assets to Holdings, the Borrower or any Subsidiary of the
Borrower; provided, that (i) the foregoing shall not apply to restrictions or
conditions imposed by law or by this Agreement or any other Loan Document, (ii)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is sold and
such sale is permitted hereunder, and (iii) the foregoing shall not apply to the
Captive Insurance Subsidiary.

          SECTION 7.9. HEDGING TRANSACTIONS. Holdings and the Borrower will not,
and will not permit any of the Subsidiaries to, enter into any Hedging
Transaction, other than Hedging Transactions entered into in the ordinary course
of business to hedge or mitigate risks to which Holdings, the Borrower or any
Subsidiary is exposed in the conduct of its business or the management of its
liabilities. Solely for the avoidance of doubt, each of Holdings and the


                                      -60-



Borrower acknowledges that a Hedging Transaction entered into for speculative
purposes or of a speculative nature (which shall be deemed to include any
Hedging Transaction under which the Borrower or any of the Subsidiaries is or
may become obliged to make any payment (i) in connection with the purchase by
any third party of any common stock or any Indebtedness or (ii) as a result of
changes in the market value of any common stock or any Indebtedness) is not a
Hedging Transaction entered into in the ordinary course of business to hedge or
mitigate risks.

          SECTION 7.10. ACCOUNTING CHANGES. Holdings will not, and will not
permit any of its Subsidiaries to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP or applicable laws
or regulations (including without limitation federal securities laws), or change
the fiscal year of Holdings or of any of its Subsidiaries, except to change the
fiscal year of such Subsidiary to conform its fiscal year to that of Holdings.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

          SECTION 8.1. EVENTS OF DEFAULT. If any of the following events (each
an "Event of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or of any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment or otherwise; or

          (b) any Loan Party shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount payable under clause (a) of this
Section) payable under this Agreement or any other Loan Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) Business Days; or

          (c) any representation or warranty made or deemed made by or on behalf
of Holdings, the Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document (including the Schedules attached thereto)
and any amendments or modifications hereof or waivers hereunder, or in any
certificate, report, financial statement or other document submitted to the
Administrative Agent or the Lenders by any Loan Party or any representative of
any Loan Party pursuant to or in connection with this Agreement or any other
Loan Document shall prove to be incorrect in any material respect when made or
deemed made or submitted; or

          (d) Holdings or the Borrower shall fail to observe or perform any
covenant or agreement contained in Sections 5.1, 5.2, and 5.3 (with respect to
the existence of Borrower or Holdings) or Articles VI or VII; or

          (e) any Loan Party shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those referred to in clauses
(a), (b) and (d) above) or any other Loan Document, and such failure shall
remain unremedied for 30 days after the earlier of (i) any Responsible Officer
of Holdings or the Borrower becomes aware of such failure, or (ii)


                                      -61-



notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender; or

          (f) any Loan Party or any of its Subsidiaries (whether as primary
obligor or as guarantor or other surety) shall fail to pay any principal of,
premium or interest on, any Material Indebtedness that is outstanding, when and
as the same shall become due and payable (whether at scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument evidencing or governing such Indebtedness; or any other event
shall occur or condition shall exist under any agreement or instrument relating
to such Indebtedness and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof;

          (g) Holdings, the Borrower or any Subsidiary shall (i) commence a
voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section, (iii) apply for
or consent to the appointment of a custodian, trustee, receiver, liquidator or
other similar official for Holdings, the Borrower or any such Subsidiary or for
a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or

          (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of Holdings, the Borrower or any Subsidiary or its debts, or any
substantial part of its assets, under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or (ii) the
appointment of a custodian, trustee, receiver, liquidator or other similar
official for Holdings, the Borrower or any Subsidiary or for a substantial part
of its assets, and in any such case, such proceeding or petition shall remain
undismissed or undischarged for a period of 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or

          (i) Holdings, the Borrower or any Subsidiary shall become unable to
pay, shall admit in writing its inability to pay, or shall fail to pay, its
debts as they become due; or

          (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with other ERISA Events that have
occurred, could reasonably be expected to result in liability to the Holdings,
Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; or


                                      -62-



          (k) any judgment or order for the payment of money in excess of
$50,000,000 in the aggregate, to the extent not covered by a third-party
insurance carrier that has acknowledged coverage, shall be rendered against
Holdings, the Borrower or any Subsidiary, and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be a period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

          (l) any non-monetary judgment or order shall be rendered against
Holdings, the Borrower or any Subsidiary that could reasonably be expected to
have a Material Adverse Effect, and there shall be a period of 30 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or

          (m) a Change in Control shall occur or exist; or

          (n) any provision of the Holdings Guaranty Agreement or the Subsidiary
Guaranty Agreement shall for any reason cease to be valid and binding on, or
enforceable against, any Loan Party, or any such Loan Party shall so state in
writing, or any Loan Party shall seek to terminate its Subsidiary Guaranty
Agreement;

then, and in every such event (other than an event with respect to Holdings or
the Borrower described in clause (g) or (h) of this Section) and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and upon the written request of the Required Lenders shall, by notice to the
Borrower, take any or all of the following actions, at the same or different
times: (i) terminate the Commitments, whereupon the Commitment of each Lender
shall terminate immediately, (ii) declare the principal of and any accrued
interest on the Loans, and all other Obligations owing hereunder, to be,
whereupon the same shall become, due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by Holdings and the Borrower, (iii) exercise all remedies
contained in any other Loan Document and (iv) exercise any other remedies
available at law or in equity; and that, if an Event of Default specified in
either clause (g) or (h) shall occur, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon, and all fees, and all other Obligations shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by Holdings and the Borrower.

                                   ARTICLE IX
                            THE ADMINISTRATIVE AGENT

          SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT. (a) Each Lender
irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it
to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent under this Agreement and the other Loan Documents,
together with all such actions and powers that are reasonably incidental
thereto. The Administrative Agent may perform any of its duties hereunder or
under the other Loan Documents by or through any one or more sub-agents or
attorneys-in-fact appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent or attorney-in-fact may perform any and all of its
duties and exercise its rights and


                                      -63-



powers through their respective Related Parties. The exculpatory provisions set
forth in this Article IX shall apply to any such sub-agent or attorney-in-fact
and the Related Parties of the Administrative Agent, any such sub-agent and any
such attorney-in-fact and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

          (b) The Issuing Bank shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as the Administrative Agent may agree at
the request of the Required Lenders to act for the Issuing Bank with respect
thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

          SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by
it, its sub-agents or attorneys-in-fact with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 10.2) or in the
absence of its own gross negligence or willful misconduct. The Administrative
Agent shall not be responsible for the negligence or misconduct of any
sub-agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall not be deemed to have knowledge of any Default or
Event of Default unless and until written notice thereof (which notice shall
include an express reference to such event being a "Default" or "Event of
Default" hereunder) is given to the Administrative Agent by the Borrower or any
Lender (other than the Administrative Agent in its capacity as a Lender), and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements, or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere in any


                                      -64-



Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. The Administrative Agent may consult with
legal counsel (including counsel for the Borrower) concerning all matters
pertaining to such duties.

          SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each of the
Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each of
the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking of any
action under or based on this Agreement, any related agreement or any document
furnished hereunder or thereunder.

          SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until it shall have received
instructions from such Lenders; and the Administrative Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

          SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, posting or other
distribution) believed by it to be genuine and to have been signed, sent or made
by the proper Person. The Administrative Agent may also rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person and shall not incur any liability for relying thereon. The Administrative
Agent may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or not taken by it in accordance with the advice of
such counsel, accountants or experts.

          SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
bank serving as the Administrative Agent shall have the same rights and powers
under this Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from exercising the same as though
it were not the Administrative Agent; and the terms "Lenders", "Required
Lenders", "holders of Notes", or any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual
capacity. The bank acting as the Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as if
it were not the Administrative Agent hereunder.


                                      -65-



          SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT. (a) The Administrative
Agent may resign at any time by giving notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent, subject to the approval by the
Borrower provided that no Default or Event of Default shall exist at such time.
If no successor Administrative Agent shall have been so appointed, and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of resignation, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States of America or any state thereof or a bank which maintains
an office in the United States, having a combined capital and surplus of at
least $500,000,000.

          (b) Upon the acceptance of its appointment as the Administrative Agent
hereunder by a successor, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement and the
other Loan Documents. If within 45 days after written notice is given of the
retiring Administrative Agent's resignation under this Section no successor
Administrative Agent shall have been appointed and shall have accepted such
appointment, then on such 45th day (i) the retiring Administrative Agent's
resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (iii) the Required Lenders shall thereafter perform all duties of the
retiring Administrative Agent under the Loan Documents until such time as the
Required Lenders appoint a successor Administrative Agent as provided above.
After any retiring Administrative Agent's resignation hereunder, the provisions
of this Article IX shall continue in effect for the benefit of such retiring
Administrative Agent and its representatives and agents in respect of any
actions taken or not taken by any of them while it was serving as the
Administrative Agent.

          SECTION 9.8. AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS. Each
Lender hereby authorizes the Administrative Agent to execute on behalf of all
Lenders all Loan Documents other than this Agreement.

          SECTION 9.9. DOCUMENTATION AGENT; SYNDICATION AGENT. Each Lender
hereby designates U.S. Bank National Association and LaSalle Bank National
Association as Co-Documentation Agents and agrees that the Co-Documentation
Agents shall have no duties or obligations under any Loan Documents to any
Lender or any Loan Party. Each Lender hereby designates Wells Fargo Bank,
National Association and KeyBank National Association as Co-Syndication Agents
and agrees that the Co- Syndication Agents shall have no duties or obligations
under any Loan Documents to any Lender or any Loan Party.

                                   ARTICLE X
                                  MISCELLANEOUS


                                      -66-



          SECTION 10.1. NOTICES.

          (a) WRITTEN NOTICES.

          (i) Except in the case of notices and other communications expressly
     permitted to be given by telephone, all notices and other communications to
     any party herein to be effective shall be in writing and shall be delivered
     by hand or overnight courier service, mailed by certified or registered
     mail or sent by telecopy, as follows:

     To the Borrower:              Swift Transportation Co., Inc.
     or Holdings                   2200 75th Avenue
                                   Phoenix, AZ 85043
                                   Attention: Glynis Bryan
                                   Telecopy Number: (623) 907-7503

     With a copy to:               Snell & Wilmer, L.L.P.
                                   One Arizona Center
                                   Phoenix, AZ 85004-2202
                                   Attention: Steven D. Pidgeon, Esq.
                                   Telecopy Number: (602) 382-6070

     To the Administrative Agent   SunTrust Bank
     or Swingline Lender:          201 4th Avenue North
                                   Nashville, TN 37219
                                   Attention: Mr. Bill Crawford
                                   Telecopy Number: (615) 748-5269

     With a copy to:               SunTrust Bank
                                   Agency Services
                                   303 Peachtree Street, N. E./25th Floor
                                   Atlanta, Georgia 30308
                                   Attention: Ms. Wanda Gregory
                                   Telecopy Number: (404) 658-4906

                                   and

                                   King & Spalding LLP
                                   191 Peachtree Street, N.E.
                                   Atlanta, Georgia 30303
                                   Attention: Carolyn Z. Alford
                                   Telecopy Number: (404) 572-5100

     To the Issuing Bank:          SunTrust Bank
                                   25 Park Place, N. E./Mail Code 3706
                                   Atlanta, Georgia 30303
                                   Attention: John Conley
                                   Telecopy Number: (404) 588-8129


                                      -67-



     To the Swingline Lender:      SunTrust Bank
                                   Agency Services
                                   303 Peachtree Street, N. E./25th Floor
                                   Atlanta, Georgia 30308
                                   Attention: Ms. Wanda Gregory
                                   Telecopy Number: (404) 658-4906

     To any other Lender:          the address set forth in the Administrative
                                   Questionnaire or the Assignment and
                                   Acceptance Agreement executed by such Lender

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices
and other communications shall, when transmitted by overnight delivery, or
faxed, be effective when delivered for overnight (next-day) delivery, or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the mail or if
delivered, upon delivery; provided, that notices delivered to the Administrative
Agent, the Issuing Bank or the Swingline Lender shall not be effective until
actually received by such Person at its address specified in this Section.

          (ii) Any agreement of the Administrative Agent and the Lenders herein
     to receive certain notices by telephone or facsimile is solely for the
     convenience and at the request of the Borrower. The Administrative Agent
     and the Lenders shall be entitled to rely on the authority of any Person
     purporting to be a Person authorized by the Borrower to give such notice
     and the Administrative Agent and Lenders shall not have any liability to
     the Borrower or other Person on account of any action taken or not taken by
     the Administrative Agent or the Lenders in reliance upon such telephonic or
     facsimile notice. The obligation of the Borrower to repay the Loans and all
     other Obligations hereunder shall not be affected in any way or to any
     extent by any failure of the Administrative Agent and the Lenders to
     receive written confirmation of any telephonic or facsimile notice or the
     receipt by the Administrative Agent and the Lenders of a confirmation which
     is at variance with the terms understood by the Administrative Agent and
     the Lenders to be contained in any such telephonic or facsimile notice.

          (b) ELECTRONIC COMMUNICATIONS.

          (i) Notices and other communications to the Lenders and the Issuing
     Bank hereunder may be delivered or furnished by electronic communication
     (including e~mail and Internet or intranet websites) pursuant to procedures
     approved by Administrative Agent, provided that the foregoing shall not
     apply to notices to any Lender or the Issuing Bank pursuant to Article II
     unless such Lender, the Issuing Bank, as applicable, and Administrative
     Agent have agreed to receive notices under such Section by electronic
     communication and have agreed to the procedures governing such
     communications. Administrative Agent or Borrower may, in its discretion,
     agree to accept notices and other communications to it hereunder by
     electronic communications


                                      -68-



     pursuant to procedures approved by it; provided that approval of such
     procedures may be limited to particular notices or communications.

          (ii) Unless Administrative Agent otherwise prescribes, (i) notices and
     other communications sent to an e-mail address shall be deemed received
     upon the sender's receipt of an acknowledgement from the intended recipient
     (such as by the "return receipt requested" function, as available, return
     e-mail or other written acknowledgement); provided that if such notice or
     other communication is not sent during the normal business hours of the
     recipient, such notice or communication shall be deemed to have been sent
     at the opening of business on the next business day for the recipient, and
     (ii) notices or communications posted to an Internet or intranet website
     shall be deemed received upon the deemed receipt by the intended recipient
     at its e-mail address as described in the foregoing clause (i) of
     notification that such notice or communication is available and identifying
     the website address therefor.

          SECTION 10.2. WAIVER; AMENDMENTS. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or any other Loan Document, and no course of dealing between the
Borrower and the Administrative Agent or any Lender, shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power or
any abandonment or discontinuance of steps to enforce such right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power hereunder or thereunder. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies provided by law. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by the Borrower therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or the issuance of a Letter of
Credit shall not be construed as a waiver of any Default or Event of Default,
regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default or Event of Default at the
time.

          (b) No amendment or waiver of any provision of this Agreement or the
other Loan Documents, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Borrower and the Required Lenders or the Borrower and the Administrative
Agent with the consent of the Required Lenders (and, if the Administrative Agent
executes and delivers any such amendment, waiver or consent which states that it
is being provided by the Administrative Agent in its capacity as such with the
consent of the Required Lenders, the Borrower shall be entitled to rely thereon)
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, that no amendment or
waiver shall: (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the date fixed for any payment of any principal of, or interest on, any
Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment, or postpone the


                                      -69-



scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.21 (b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby , without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders which are
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the consent of each
Lender; (vi) release any guarantor or limit the liability of any such guarantor
under any guaranty agreement, without the written consent of each Lender; (vii)
release all or substantially all collateral (if any) securing any of the
Obligations or agree to subordinate any Lien in such collateral to any other
creditor of the Borrower or any Subsidiary, without the written consent of each
Lender; provided further, that no such agreement shall amend, modify or
otherwise affect the rights, duties or obligations of the Administrative Agent,
the Swingline Lender or the Issuing Bank without the prior written consent of
such Person. Notwithstanding anything contained herein to the contrary, this
Agreement may be amended and restated without the consent of any Lender (but
with the consent of the Borrower and the Administrative Agent) if, upon giving
effect to such amendment and restatement, such Lender shall no longer be a party
to this Agreement (as so amended and restated), the Commitments of such Lender
shall have terminated (but such Lender shall continue to be entitled to the
benefits of Sections 2.18, 2.19, 2.20 and 10.3), such Lender shall have no other
commitment or other obligation hereunder and shall have been paid in full all
principal, interest and other amounts owing to it or accrued for its account
under this Agreement.

          SECTION 10.3. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay
(i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent
and its Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent and its Affiliates, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents and any amendments, modifications or
waivers thereof (whether or not the transactions contemplated in this Agreement
or any other Loan Document shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket costs and expenses
(including, without limitation, the reasonable fees, charges and disbursements
of outside counsel and the allocated cost of inside counsel) incurred by the
Administrative Agent, the Issuing Bank or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or
any Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, Issuing
Bank, each Lender and each Related Party of any of the foregoing (each, an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
costs, losses, liabilities, claims, damages and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, which may be
incurred by any Indemnitee or asserted against any Indemnitee by any Loan Party
or any third party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto or thereto of their
respective obligations hereunder or thereunder or the


                                      -70-



consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or any actual or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned by the Borrower or any Subsidiary, or any Environmental Liability related
in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's obligations hereunder or under any other Loan
Document, if the Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

          (c) The Borrower shall pay, and hold the Administrative Agent and each
of the Lenders harmless from and against, any and all present and future stamp,
documentary, and other similar taxes with respect to this Agreement and any
other Loan Documents, any collateral described therein, or any payments due
thereunder, and save the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay such taxes.

          (d) To the extent that the Borrower fails to pay any amount required
to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender
under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender's Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided, that the unreimbursed expense or indemnified payment, claim, damage,
liability or related expense, as the case may be, (i) was incurred by or
asserted against the Administrative Agent, the Issuing Bank or the Swingline
Lender in its capacity as such and (ii) did not arise solely out of the gross
negligence or willful misconduct of the Administrative Agent, the Issuing Bank
or the Swingline Lender as determined by a court of competent jurisdiction in a
final and nonappealable judgment.

          (e) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to actual or direct damages) arising out of, in connection with or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
transactions contemplated therein, any Loan or any Letter of Credit or the use
of proceeds thereof.

          (f) All amounts due under this Section shall be payable promptly after
written demand therefor.


                                      -71-



          SECTION 10.4. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
paragraph (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund
with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000, in the case of any assignment of a Revolving Loan
or reimbursement obligation of outstanding Letters of Credit, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loan or the Commitment
assigned, and (iii) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,000, and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Upon (i) the execution and delivery of the Assignment and
Acceptance by the assigning Lender and assignee Lender, (ii) acceptance and
recording thereof by the Administrative Agent pursuant to paragraph (c) of this
Section, (iii) consent thereof from the Borrower to the extent required pursuant
to this clause (b) and (iv) if such assignee Lender is a Foreign Lender,
compliance by such Person with Section 2.20(e), from and after the effective
date specified in each Assignment and Acceptance, the Eligible Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (d) of this Section.

          (c) The Administrative Agent shall maintain at one of its offices in
Atlanta, Georgia a register for the recordation of the names and addresses of
the Lenders, and the


                                      -72-



Commitments of, and principal amount of the Loans and Revolving Credit Exposure
owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). Information contained in the Register with respect to any Lender
shall be available for inspection by such Lender at any reasonable time and from
time to time upon reasonable prior notice; information contained in the Register
shall also be available for inspection by the Borrower at any reasonable time
and from time to time upon reasonable prior notice. The Administrative Agent
shall record, or shall cause to be recorded, in the Register the Commitments,
the Loans and the Revolving Credit Exposure in accordance with the provisions of
Section 10.6, and each repayment or prepayment in respect of the principal
amount of the Loans and Revolving Credit Exposure, and any such recordation
shall be conclusive and binding on Company and each Lender, absent manifest
error; provided, failure to make any such recordation, or any error in such
recordation, shall not affect any Lender's Commitment or the Obligations in
respect of any Loan or Revolving Credit Exposure. In establishing and
maintaining the Register, Administrative Agent shall serve as Company's agent
solely for tax purposes and solely with respect to the actions described in this
Section, and the Borrower hereby agrees that, to the extent SunTrust Bank serves
in such capacity, SunTrust Bank and its officers, directors, employees, agents,
sub-agents and affiliates shall constitute "Indemnitees."

          (d) Any Lender may without the consent of, or notice to, the Borrower,
the Administrative Agent, the Swingline Lender or the Issuing Bank sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Swingline Lender, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver with respect to the following to the extent
affecting such Participant: (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the date fixed for any payment of any principal of, or interest
on, any Loan or LC Disbursement or interest thereon or any fees hereunder or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.21(b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby , without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders which are
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the consent of each
Lender; (vi) release any guarantor or limit the liability of any such guarantor
under any guaranty agreement without the written consent of each Lender except
to the extent such release is expressly provided under the terms of the Guaranty


                                      -73-



Agreement; or (vii) release all or substantially all collateral (if any)
securing any of the Obligations. Subject to paragraph (e) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.18, 2.19, and 2.20 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.7 as though it were a Lender, provided such Participant
agrees to be subject to Section 10.7 as though it were a Lender.

          (e) A Participant shall not be entitled to receive any greater payment
under Section 2.18 and Section 2.20 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.20 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.20(e) as though it were a Lender.

          (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

          SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

          (a) This Agreement and the other Loan Documents shall be construed in
accordance with and be governed by the law (without giving effect to the
conflict of law principles thereof) of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the non-exclusive jurisdiction of the United States
District Court of the Southern District of New York, and of any state court of
the State of Supreme Court of the State of New York sitting in New York county
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Document or the
transactions contemplated hereby or thereby, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York state court or, to the
extent permitted by applicable law, such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.

          (c) The Borrower irrevocably and unconditionally waives any objection
which it may now or hereafter have to the laying of venue of any such suit,
action or proceeding described in paragraph (b) of this Section and brought in
any court referred to in paragraph (b) of


                                      -74-



this Section. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to the service
of process in the manner provided for notices in Section 10.1. Nothing in this
Agreement or in any other Loan Document will affect the right of any party
hereto to serve process in any other manner permitted by law.

          SECTION 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 10.7. RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, each Lender and the Issuing Bank shall have the right, at any time or
from time to time upon the occurrence and during the continuance of an Event of
Default, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special, time or demand, provisional or
final) of the Borrower at any time held or other obligations at any time owing
by such Lender and the Issuing Bank to or for the credit or the account of the
Borrower against any and all Obligations held by such Lender or the Issuing
Bank, as the case may be, irrespective of whether such Lender or the Issuing
Bank shall have made demand hereunder and although such Obligations may be
unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application. Each Lender and the Issuing Bank agrees to apply all amounts
collected from any such set-off to the Obligations before applying such amounts
to any other Indebtedness or other obligations owed by the Borrower and any of
its Subsidiaries to such Lender or Issuing Bank.

          SECTION 10.8. COUNTERPARTS; INTEGRATION. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, the Fee Letter, the other Loan Documents, and any separate letter
agreement(s) relating to any fees payable to the Administrative Agent constitute
the entire


                                      -75-



agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.

          SECTION 10.9. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.18, 2.19, 2.20, and 10.3 and Article
IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the other Loan Documents, and
the making of the Loans and the issuance of the Letters of Credit.

          SECTION 10.10. SEVERABILITY. Any provision of this Agreement or any
other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

          SECTION 10.11. CONFIDENTIALITY. Each of the Administrative Agent, the
Issuing Bank and each Lender agrees to take normal and reasonable precautions to
maintain the confidentiality of any information designated in writing as
confidential and provided to it by the Borrower or any Subsidiary, except that
such information may be disclosed (i) to any Related Party of the Administrative
Agent, the Issuing Bank or any such Lender, including without limitation
accountants, legal counsel and other advisors, (ii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(iii) to the extent requested by any regulatory agency or authority, (iv) to the
extent that such information becomes publicly available other than as a result
of a breach of this Section, or which becomes available to the Administrative
Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing
on a non-confidential basis from a source other than the Borrower, (v) in
connection with the exercise of any remedy hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(vi) subject to provisions substantially similar to this Section, to any actual
or prospective assignee or Participant, or (vii) with the consent of the
Borrower. Any Person required to maintain the confidentiality of any information
as provided for in this Section shall be considered to have complied with its
obligation to do so if such


                                      -76-



Person has exercised the same degree of care to maintain the confidentiality of
such information as such Person would accord its own confidential information.

          SECTION 10.12. INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which may be treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate of interest (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

          SECTION 10.13. WAIVER OF EFFECT OF CORPORATE SEAL. The Borrower
represents and warrants that neither it nor any other Loan Party is required to
affix its corporate seal to this Agreement or any other Loan Document pursuant
to any requirement of law or regulation, agrees that this Agreement is delivered
by Borrower under seal and waives any shortening of the statute of limitations
that may result from not affixing the corporate seal to this Agreement or such
other Loan Documents.

          SECTION 10.14. PATRIOT ACT. The Administrative Agent and each Lender
hereby notifies the Loan Parties that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Patriot Act"), it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address
of such Loan Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Loan Party in accordance
with the Patriot Act. Each Loan Party shall, and shall cause each of its
Subsidiaries to, provide to the extent commercially reasonable, such information
and take such other actions as are reasonably requested by the Administrative
Agent or any Lender in order to assist the Administrative Agent and the Lenders
in maintaining compliance with the Patriot Act.

                  (remainder of page left intentionally blank)


                                      -77-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, under seal in the case of Holdings and the Borrower, by their
respective authorized officers as of the day and year first above written.

                                        BORROWER:

                                        SWIFT TRANSPORTATION CO., INC., an
                                        Arizona corporation


                                        By:                                 L.S.
                                            -------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HOLDINGS:

                                        SWIFT TRANSPORTATION CO., INC., a
                                        Nevada corporation


                                        By:                                 L.S.
                                            -------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        SUNTRUST BANK AS ADMINISTRATIVE AGENT,
                                        AS ISSUING BANK, AS SWINGLINE LENDER AND
                                        AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        AS A CO-SYNDICATION AGENT AND AS A
                                        LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        KEYBANK NATIONAL ASSOCIATION, AS A
                                        CO-SYNDICATION AGENT AND AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        U.S. BANK NATIONAL ASSOCIATION, AS A
                                        CO-DOCUMENTATION AGENT AND AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        LASALLE BANK NATIONAL ASSOCIATION, AS A
                                        CO-DOCUMENTATION AGENT AND AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        PNC BANK, NATIONAL ASSOCIATION, AS A
                                        LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        THE BANK OF TOKYO-MITSUBISHI, LTD., AS A
                                        LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        BNP PARIBAS, AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES, AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        SUMITOMO MITSUI BANKING CORPORATION, AS
                                        A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        BRANCH BANKING AND TRUST COMPANY, AS A
                                        LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        THE NORINCHUKIN BANK, NEW YORK BRANCH,
                                        AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        UMB BANK ARIZONA, N.A., AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name: Mark E. Peterson
                                        Title: President

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        BANK HAPOALIM B.M., AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                        CHINATRUST COMMERCIAL BANK, NEW YORK
                                        BRANCH, AS A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]



                                     ANNEX I

                              REVOLVING COMMITMENTS



Lender                                      Amount
- ------                                   ------------
                                      
SUNTRUST BANK                            $ 64,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION   $ 53,500,000

KEYBANK NATIONAL ASSOCIATION             $ 53,500,000

U.S. BANK NATIONAL ASSOCATION            $ 53,500,000

LASALLE BANK NATIONAL ASSOCIATION        $ 53,500,000

PNC BANK, NATIONAL ASSOCIATION           $ 45,000,000

THE BANK OF TOKYO-MITSUBISHI, LTD.       $ 45,000,000

BNP PARIBAS                              $ 35,000,000

COMMERZBANK AG, NEW YORK AND GRAND
   CAYMAN BRANCHES                       $ 35,000,000

SUMITOMO MITSUI BANKING CORPORATION      $ 35,000,000

BRANCH BANKING AND TRUST COMPANY         $ 20,000,000

THE NORINCHUKIN BANK, NEW YORK BRANCH    $ 20,000,000

UMB BANK ARIZONA, N.A.                   $ 20,000,000

BANK HAPOALIM B.M.                       $ 10,000,000

CHINATRUST COMMERCIAL BANK, NEW YORK
   BRANCH                                $  7,000,000
                                         ------------
                                         $550,000,000




                                   SCHEDULE I
                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE



                                     Applicable Margin      Applicable
Pricing                                for Eurodollar     Percentage for
Level         Leverage Ratio               Loans          Commitment Fee
- -------   ------------------------   -----------------   ----------------
                                                
    I     Less than 1.00:1.00         0.400% per annum   0.080% per annum
   II     Less than 1.50:1.00 but
          greater than or equal to
          1.00:1.00                   0.500% per annum   0.10% per annum
  III     Less than 2.00:1.00 but
          greater than or equal to
          1.50:1.00                   0.625% per annum   0.125% per annum
   IV     Less than 2.50:1.00 but
          greater than or equal to
          2.00:1.00                   0.750% per annum   0.150% per annum
    V     Greater than or equal to
          2.50:1.00                   1.000% per annum   0.175% per annum




                                  SCHEDULE 1.1

                           EXISTING LETTERS OF CREDIT



  L/C                                            EFFECTIVE   EXPIRATION
NUMBER   APPLICANT   BENEFICIARY   ISSUE DATE       DATE        DATE      AMOUNT
- ------   ---------   -----------   -----------   ---------   ----------   ------
                                                        





                                  SCHEDULE 4.5

                              ENVIRONMENTAL MATTERS

                                      NONE



                                  SCHEDULE 4.14

                                  SUBSIDIARIES



                                                                           PERCENTAGE
                                                                           OWNERSHIP
                                                     DIRECT OR INDIRECT    INTEREST OF
                                                         SUBSIDIARY       HOLDINGS AND
NAME OF SUBSIDIARY   TYPE OF ENTITY   JURISDICTION       OF HOLDINGS      SUBSIDIARIES
- ------------------   --------------   ------------   ------------------   ------------
                                                              





                                  SCHEDULE 7.1

                            OUTSTANDING INDEBTEDNESS



                                  SCHEDULE 7.2

                                 EXISTING LIENS



                                  SCHEDULE 7.4

                              EXISTING INVESTMENTS

EX-10.21

                                                                   Exhibit 10.21

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

                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

                          DATED AS OF DECEMBER 21, 2005

                                      AMONG

                         SWIFT RECEIVABLES CORPORATION,
                                 AS THE SELLER,

                        SWIFT TRANSPORTATION CORPORATION,
                        AS THE INITIAL COLLECTION AGENT,

                               ABN AMRO BANK N.V.,
               AS THE AGENT AND AS THE AMSTERDAM PURCHASER AGENT,

                            SUNTRUST CAPITAL MARKETS,
                AS THE THREE PILLARS FUNDING LLC PURCHASER AGENT,

            THE OTHER PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO

                           THE RELATED BANK PURCHASERS
                         FROM TIME TO TIME PARTY HERETO,

                           THREE PILLARS FUNDING LLC,
                             AS A CONDUIT PURCHASER,

                         AMSTERDAM FUNDING CORPORATION,
                             AS A CONDUIT PURCHASER

                                       AND

           THE OTHER CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO

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



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I          PURCHASES FROM SELLER AND SETTLEMENTS.................     1
   Section 1.1.    Sales.................................................     1
   Section 1.2.    Interim Liquidations..................................     4
   Section 1.3.    Selection of Discount Rates and Tranche Periods.......     4
   Section 1.4.    Fees and Other Costs and Expenses.....................     5
   Section 1.5.    Maintenance of Sold Interest; Deemed Collection.......     5
   Section 1.6.    Reduction in Commitments..............................     6
   Section 1.7.    Optional Repurchases..................................     6
   Section 1.8.    Assignment of Purchase Agreement......................     7

ARTICLE II         SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS.....     7
   Section 2.1.    Required Purchases from a Conduit Purchaser...........     7
   Section 2.2.    Purchases by a Conduit Purchaser......................     7
   Section 2.3.    Allocations and Distributions.........................     8

ARTICLE III        ADMINISTRATION AND COLLECTIONS........................     9
   Section 3.1.    Appointment of Collection Agent.......................     9
   Section 3.2.    Duties of Collection Agent............................    10
   Section 3.3.    Reports...............................................    11
   Section 3.4.    Lock-Box Arrangements.................................    11
   Section 3.5.    Enforcement Rights....................................    11
   Section 3.6.    Collection Agent Fee..................................    12
   Section 3.7.    Responsibilities of the Seller........................    12
   Section 3.8.    Actions by Seller.....................................    12
   Section 3.9.    Indemnities by the Collection Agent...................    12

ARTICLE IV         REPRESENTATIONS AND WARRANTIES........................    13
   Section 4.1.    Representations and Warranties........................    13

ARTICLE V          COVENANTS.............................................    15
   Section 5.1.    Covenants of the Seller...............................    15

ARTICLE VI         INDEMNIFICATION.......................................    19
   Section 6.1.    Indemnities by the Seller.............................    19
   Section 6.2.    Increased Cost and Reduced Return.....................    21
   Section 6.3.    Other Costs and Expenses..............................    22
   Section 6.4.    Withholding Taxes.....................................    22
   Section 6.5.    Payments and Allocations..............................    22




                                                                          
ARTICLE VII        CONDITIONS PRECEDENT..................................    23
   Section 7.1.    Conditions to Closing.................................    23
   Section 7.2.    Conditions to Each Purchase...........................    24

ARTICLE VIII       THE AGENT.............................................    24
   Section 8.1.    Appointment and Authorization.........................    24
   Section 8.2.    Delegation of Duties..................................    25
   Section 8.3.    Exculpatory Provisions................................    25
   Section 8.4.    Reliance by Agent.....................................    26
   Section 8.5.    Assumed Payments......................................    26
   Section 8.6.    Notice of Termination Events..........................    27
   Section 8.7.    Non-Reliance on Agent, Purchaser Agents and Other
                      Purchasers.........................................    27
   Section 8.8.    Agents and Affiliates.................................    28
   Section 8.9.    Indemnification.......................................    28
   Section 8.10.   Successor Agent.......................................    28

ARTICLE IX         MISCELLANEOUS.........................................    28
   Section 9.1.    Termination...........................................    28
   Section 9.2.    Notices...............................................    29
   Section 9.3.    Payments and Computations.............................    29
   Section 9.4.    Sharing of Recoveries.................................    29
   Section 9.5.    Right of Setoff.......................................    30
   Section 9.6.    Amendments............................................    30
   Section 9.7.    Waivers...............................................    30
   Section 9.8.    Successors and Assigns; Participations; Assignments...    31
   Section 9.9.    Intended Tax Characterization.........................    32
   Section 9.10.   Confidentiality.......................................    33
   Section 9.11.   Agreement Not to Petition.............................    33
   Section 9.12.   Excess Funds..........................................    33
   Section 9.13.   No Recourse...........................................    34
   Section 9.14.   Headings; Counterparts................................    34
   Section 9.15.   Cumulative Rights and Severability....................    34
   Section 9.16.   Governing Law; Submission to Jurisdiction.............    34
   Section 9.17.   WAIVER OF TRIAL BY JURY...............................    34
   Section 9.18.   Entire Agreement......................................    34
   Section 9.19    Seller Address Change.................................    35




                                      -ii-





SCHEDULES     DESCRIPTION
- ---------     -----------
           
Schedule I    Definitions
Schedule II   Related Bank Purchasers and Commitments of Related Bank Purchasers




EXHIBITS    DESCRIPTION
- --------    -----------
         
Exhibit A   Form of Incremental Purchase Request
Exhibit B   Form of Periodic Report
Exhibit C   Addresses and Names of Seller and Originator
Exhibit D   Subsidiaries
Exhibit E   Lock-Boxes and Lock-Box Banks
Exhibit F   Form of Lock-Box Letter
Exhibit G   Compliance Certificate
Exhibit H   Credit and Collection Policy



                                      -iii-



                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

          AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December
21, 2005, among Swift Receivables Corporation, a Delaware corporation, as Seller
(the "Seller"), Swift Transportation Corporation, a Nevada corporation, as
initial Collection Agent (the "Initial Collection Agent," and, together with any
successor thereto, the "Collection Agent"), ABN AMRO Bank N.V., as agent for
Amsterdam and the Purchasers (the "Agent"), SunTrust Capital Markets, as the
Three Pillars Purchaser Agent, the Other Purchaser Agents from time to time
party hereto, the related bank purchasers party hereto (the "Related Bank
Purchasers"), Three Pillars Funding LLC ("Three Pillars"), as a Conduit
Purchaser, Amsterdam Funding Corporation ("Amsterdam"), as a Conduit Purchaser
and the other Conduit Purchasers from time to time party hereto. Certain
capitalized terms used herein, and certain rules of construction, are defined in
Schedule I.

          The parties hereto agree as follows:

                                    ARTICLE I
                      PURCHASES FROM SELLER AND SETTLEMENTS

          Reference is made to the Receivables Sale Agreement dated as of
December 30, 1999 (as amended prior to the date hereof, the "Original Sale
Agreement"), among the Seller, the Initial Collection Agent, the Agent, the
Liquidity Providers party thereto, ABN AMRO Bank N.V., as provider of the
Program LOC (the "Enhancer"), and Amsterdam Funding Corporation. The Seller has
requested that (i) a new Conduit Purchaser, Three Pillars Funding LLC and a
Related Bank Purchaser, SunTrust Bank, be added as purchasers (and not as
assignees) under this Agreement and (ii) that certain additional amendments be
made. This Agreement amends and replaces in its entirety the Original Sale
Agreement, and from and after the date hereof, all references to the Original
Sale Agreement in any Transaction Document or in any other instrument or
document shall, without more, be deemed to refer to this Agreement.

          Section 1.1. Sales.

          (a) The Sold Interest. Subject to the terms and conditions hereof, the
Seller may, from time to time before the Termination Date, sell to the Conduit
Purchasers or, only if the Conduit Purchasers decline to make the applicable
purchase, ratably to the Related Bank Purchasers for such Conduit Purchaser of
an undivided percentage ownership interest in the Receivables, the Related
Security and all related Collections. Any such purchase (a "Purchase") shall be
made by each relevant Purchaser remitting funds to the Seller, through its
Purchaser, pursuant to Section 1.1(c) or by the Collection Agent remitting
Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage
ownership interest so acquired by a Purchaser in the Receivables, the Related
Security and related Collections (its "Purchase Interest") shall equal at any
time the following quotient:



                                   I
                                  --- + PRP
                                   ER

where:

          I   = the outstanding Investment of such Purchaser at such time;

          ER  = the Eligible Receivables Balance at such time; and

          PRP = the Purchaser Reserve Percentage.

Except during a Liquidation Period for a Purchaser, such Purchaser's Purchase
Interest will change whenever its Investment, its Purchaser Reserve Percentage
or the Eligible Receivables Balance changes. During a Liquidation Period for a
Purchaser its Purchase Interest shall remain constant, except for
redeterminations to reflect Investment acquired from or transferred to another
Purchaser under the Transfer Agreement. The sum of all Purchasers' Purchase
Interests at any time is referred to herein as the "Sold Interest", which at any
time is the aggregate percentage ownership interest then held by the Purchasers
in the Receivables, the Related Security and Collections.

          (b) Conduit Purchasers Purchase Option and Other Purchasers'
Commitments. Subject to Section 1.1(d) concerning Reinvestment Purchases, at no
time will the Conduit Purchasers have any obligation to make a Purchase. Each
Related Bank Purchaser severally hereby agrees, subject to Section 7.2 and the
other terms and conditions hereof (including, in the case of an Incremental
Purchase (as defined below), the condition that the related Conduit Purchaser
has refused to make a requested Purchase), to make Purchases before the
Termination Date, based on the applicable Purchaser Group's Ratable Share of
each Purchase (and, in the case of each Related Bank Purchaser, the Commitment
Percentage of its Purchaser Group's Ratable Shares of such Purchase), to the
extent its Investment would not thereby exceed its Commitment, the Aggregate
Investment would not thereby exceed the Purchase Limit, and the Matured
Aggregate Investment would not thereby exceed the Aggregate Commitments. Each
Purchaser's first Purchase and each additional Purchase by such Purchaser not
made from Collections pursuant to Section 1.1(d) is referred to herein as an
"Incremental Purchase." Each Purchase made by a Purchaser with the proceeds of
Collections in which it has a Purchase Interest, which does not increase the
outstanding Investment of such Purchaser, is referred to herein as a
"Reinvestment Purchase." All Purchases hereunder shall be made ratably by each
Purchaser Group in accordance with the Commitment of such Purchaser Group.

          (c) Incremental Purchases. In order to request an Incremental Purchase
from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent
an irrevocable written request (including by telecopier or other facsimile
communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago
time) three Business Days before the requested date (the "Purchase Date") of
such Purchase, specifying the requested Purchase Date (which must be a Business
Day) and the requested amount (the "Purchase Amount") of such Purchase, which
must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an
amount equal


                                      -2-



to the Maximum Incremental Purchase Amount). All Incremental Purchases must be
requested ratably from all Conduit Purchasers unless upon such request a Conduit
Purchaser, in its sole discretion, determines not to make its Ratable Share of
the requested Incremental Purchase, in which case the Seller may request such
Ratable Share of the Incremental Purchase from the Related Bank Purchasers of
such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related
Purchasers from which a Purchase is requested of the contents of such request.
If such Conduit Purchaser determines, in its sole discretion, to make the
requested Purchase, such Conduit Purchaser shall transfer to the applicable
Purchaser Agent's Account the amount of such Incremental Purchase on the
requested Purchase Date. If such Conduit Purchaser refuses to make a requested
Purchase and the Seller requests the Incremental Purchase from the Related Bank
Purchasers three Business Days before such requested Purchase, subject to
Section 7.2 and the other terms and conditions hereof, each Related Bank
Purchaser shall transfer its Ratable Share of the requested Purchase Amount into
the applicable Purchaser Agent's Account by no later than 11:00 a.m. (Chicago
time) on the Purchase Date (which in no event will be earlier than three
Business Days after such request is made to the Related Bank Purchasers). Each
Purchaser Agent shall transfer to the Seller Account prior to 1:00 p.m. on such
day the proceeds of any Incremental Purchase to the extent of funds actually
received by such Purchaser Agent in such Purchaser Agent's Account prior to
11:00 a.m. on such day.

          (d) Reinvestment Purchases. Unless a Conduit Purchaser has provided to
the Agent, its Purchaser Agent, the Seller, and the Collection Agent a notice
(which notice has not been revoked) that it no longer wishes to make
Reinvestment Purchases (in which case such Conduit Purchaser's Reinvestment
Purchases, but not those of its Related Bank Purchasers, shall cease), on each
day before the Termination Date that any Collections are received by the
Collection Agent and no Interim Liquidation is in effect a Purchaser's Purchase
Interest in such Collections shall automatically be used to make a Reinvestment
Purchase by such Purchaser. A Conduit Purchaser may revoke any notice provided
under the first sentence of this Section 1.1(d) by notifying the Agent, its
Purchaser Agent, the Seller, and the Collection Agent that it will make
Reinvestment Purchases.

          (e) Assignments. Pursuant to the Original Sale Agreement, the
Purchaser Agent for Amsterdam (on behalf of Amsterdam) has from time to time
purchased Receivables which are currently outstanding in the amount of
$245,000,000. The parties hereto are amending and restating the Original Sale
Agreement in order to add Three Pillars as a Conduit Purchaser hereunder,
SunTrust as a Related Bank Purchaser hereunder for Three Pillars and as the
Purchaser Agent for the Three Pillars Purchaser Group. Amsterdam hereby sells
and assigns to Three Pillars, and Three Pillars hereby purchases and assumes
from Amsterdam, a Purchase Interest in the Receivables which are held by the
Purchaser Agent for Amsterdam for the benefit of Amsterdam in the amount of
$102,083,341.50 such that the Purchase Interest of Three Pillars in Receivables
on the date hereof shall each equal such amount and the Purchase Interest of
Amsterdam shall equal $142,916,658.50. Amsterdam represents and warrants that it
is the legal and beneficial owner of the Purchase Interest assigned by it
hereunder and that such Purchase Interest is free and clear of any Adverse Claim
created by the Purchaser Agent for Amsterdam and/or Amsterdam.


                                      -3-



          (f) Security Interest. To secure all of the Seller's obligations under
the Transaction Documents, the Seller hereby grants to the Agent (for the
benefit of the Purchasers and any other Person to whom any amount is owed
hereunder) a security interest in all of the Seller's rights in the Receivables,
the Related Security, the Collections, and the Lock- Box Accounts and all
proceeds of the foregoing. The security interest granted hereunder shall
terminate on the date the Aggregate Investment is reduced to zero, all other
amounts owing the Agent and the Purchasers have been paid in full and the
Commitments shall have terminated.

          Section 1.2. Interim Liquidations. (a) Optional. The Seller may at any
time direct that Reinvestment Purchases cease and that an Interim Liquidation
commence for all Purchasers by giving the Agent, each Purchaser Agent and the
Collection Agent at least three Business Days' prior written (including telecopy
or other facsimile communication) notice specifying the date on which the
Interim Liquidation shall commence and, if desired, when such Interim
Liquidation shall cease (identified as a specific date prior to the Termination
Date or as when the Aggregate Investment is reduced to a specified amount). If
the Seller does not so specify the date on which an Interim Liquidation shall
cease, it may cause such Interim Liquidation to cease at any time before the
Termination Date, subject to Section 1.2(b) below, by notifying the Agent, each
Purchaser Agent and the Collection Agent in writing (including by telecopy or
other facsimile communication) at least three Business Days before the date on
which it desires such Interim Liquidation to cease.

          (b) Mandatory. If at any time before the Termination Date any
condition in Section 7.2 is not fulfilled, the Seller shall immediately notify
the Agent, each Purchaser Agent and the Collection Agent, whereupon Reinvestment
Purchases shall cease and an Interim Liquidation shall commence, which shall
cease only upon the Seller confirming to the Agent that the conditions in
Section 7.2 are fulfilled.

          Section 1.3. Selection of Discount Rates and Tranche Periods. (a) The
Seller shall pay Funding Charges with respect to each Conduit Purchaser's
Purchase Interest for each day that any Investment in respect of such Purchase
Interest is outstanding. Each such Purchase Interest will accrue Funding Charges
each day based on the Pooled Allocation. On each Settlement Date the Seller
shall pay to the applicable Purchaser Agent (for the benefit of its Conduit
Purchaser) an aggregate amount equal to all accrued and unpaid Funding Charges
in respect of such Purchase Interest for the immediately preceding Discount
Period. All Investment of the Related Bank Purchasers shall be allocated to one
or more Tranches reflecting the Discount Rates at which such Investment accrues
Discount and the Tranche Periods for which such Discount Rates apply. In each
request for an Incremental Purchase from a Related Bank Purchaser and three
Business Days before the expiration of any Tranche Period applicable to any
Related Bank Purchaser's Investment, the Seller may request the Tranche
Period(s) to be applicable to such Investment and the Discount Rate(s)
applicable thereto. All Investment of the Related Bank Purchasers may accrue
Discount at either the Eurodollar Rate or the Prime Rate, in all cases as
established for each Tranche Period applicable to such Investment. Any
Investment of the Conduit Purchasers not allocated to a Tranche Period shall be
a Prime Tranche. During the pendency of a Termination Event, the applicable
Purchaser Agent may reallocate any outstanding Investment of the Related Bank
Purchasers to a Prime Tranche. All Discount accrued on the Investment of the
Related Bank Purchasers during a Tranche Period shall be


                                      -4-



payable by the Seller on the last day of such Tranche Period or, for a
Eurodollar Tranche with a Tranche Period of more than three months, 90 days
after the commencement, and on the last day, of such Tranche Period.

          (b) Each Purchaser Agent shall allocate the Investment of its Conduit
Purchaser to Tranche Periods in its sole discretion. If, by the time required in
Section 1.3(a), the Seller fails to select a Discount Rate or Tranche Period for
any Investment of any Related Bank Purchaser, such amount of Investment shall
automatically accrue Discount at the Prime Rate for a three Business Day Tranche
Period. Any Investment purchased from a Conduit Purchaser pursuant to a Transfer
Agreement shall accrue interest at the Prime Rate and have an initial Tranche
Period of three Business Days.

          (c) If a Purchaser Agent or any Related Bank Purchaser determines (i)
that maintenance of any Eurodollar Tranche would violate any applicable law or
regulation, (ii) that deposits of a type and maturity appropriate to match fund
any of such Related Bank Purchaser's Eurodollar Tranches are not available or
(iii) that the maintenance of any Eurodollar Tranche will not adequately and
fairly reflect the cost of such Related Bank Purchaser of funding Eurodollar
Tranches, then such Purchaser Agent, upon the direction of such Purchaser, shall
suspend the availability of, and terminate any outstanding, Eurodollar Tranche
so affected. All Investment allocated to any such terminated Eurodollar Tranche
shall be reallocated to a Prime Tranche.

          Section 1.4. Fees and Other Costs and Expenses. (a) The Seller shall
pay to each Purchaser Agent for the ratable benefit of its Purchaser Group, such
amounts as agreed to with the Seller in the Fee Letter for such Purchaser Group.

          (b) If (i) with respect to any Investment of any Condit Purchaser, the
amount of such Conduit Purchaser's Investment is reduced on any date other than
the last day of a CP Tranche Period, (ii) the amount of Investment allocated to
any Eurodollar Tranche is reduced before the last day of its Tranche Period or
(iii) if a requested Incremental Purchase at the Eurodollar Rate does not take
place on its scheduled Purchase Date, the Seller shall pay the Early Payment Fee
to each Purchaser in the applicable Purchaser Group that had its Investment so
reduced or scheduled Purchase not made.

          (c) Investment shall be payable solely from Collections and from
amounts payable under Sections 1.5, 1.7 and 6.1 (to the extent amounts paid
under Section 6.1 indemnify against reductions in or non-payment of
Receivables). The Seller shall pay, as a full recourse obligation, all amounts
payable pursuant to Sections 1.5, 1.7 and 6.1 and all other amounts payable
hereunder (other than Investment), including, without limitation, all Discount,
fees described in clauses (a) and (b) above and amounts payable under Article
VI.

          Section 1.5. Maintenance of Sold Interest; Deemed Collection. (a)
General. If as of any Reporting Date before the Termination Date the Eligible
Receivables Balance is less than the sum of the Aggregate Investment (or, if a
Termination Event exists, the Matured Aggregate Investment) plus the Aggregate
Reserve, the Seller shall pay ratably to the Purchaser Agent for their Purchaser
Group an amount equal to such deficiency for application to reduce the
Investments of the Purchasers ratably in accordance with the principal amount of
their respective


                                      -5-



Investments, applied first to such Purchaser's Prime Tranches and second to the
other Tranches applicable to the Investment of such Purchaser with the shortest
remaining maturities unless otherwise specified by the Seller.

          (b) Deemed Collections. If on any day the outstanding balance of a
Receivable is reduced or cancelled as a result of any defective or rejected
goods or services, any cash discount or adjustment (including any adjustment
resulting from the application of any special refund or other discounts or any
reconciliation), any setoff or credit (whether such claim or credit arises out
of the same, a related, or an unrelated transaction) or other similar reason not
arising from the financial inability of the Obligor to pay undisputed
indebtedness, the Seller shall be deemed to have received on such day a
Collection on such Receivable in the amount of such reduction or cancellation.
If on any day any representation, warranty, covenant or other agreement of the
Seller related to a Receivable is not true or is not satisfied, the Seller shall
be deemed to have received on such day a Collection in the amount of the
outstanding balance of such Receivable. Subject to Section 1.5(c), all such
Collections deemed received by the Seller under this Section 1.5(b) shall be
remitted by the Seller to the Collection Agent in accordance with Section
5.1(i). Unless the Agent otherwise requires, prior to the Termination Date
payment obligations for any day under this Section 1.5(b) shall only be payable
on the Settlement Date occurring in the next succeeding calendar month.

          (c) Adjustment to Sold Interest. At any time before the Termination
Date that the Seller is deemed to have received any Collection under Section
1.5(b) ("Deemed Collections") that derive from a Receivable that is otherwise
reported as an Eligible Receivable, so long as no Liquidation Period then
exists, the Seller may satisfy its obligation to deliver such amount to the
Collection Agent by instead notifying the Agent that the Sold Interest should be
recalculated by decreasing the Eligible Receivables Balance by the amount of
such Deemed Collections, so long as such adjustment does not cause the Sold
Interest to exceed 100%.

          (d) Payment Assumption. Unless an Obligor otherwise specifies or
another application is required by contract or law, any payment received by the
Seller from any Obligor shall be applied as a Collection of Receivables of such
Obligor (starting with the oldest such Receivable) and remitted to the
Collection Agent as such.

          Section 1.6. Reduction in Commitments. The Seller may, upon thirty
days' notice to the Agent and each Purchaser Agent, reduce the Aggregate
Commitment in increments of $1,000,000, so long as the Aggregate Commitment as
so reduced equals at least the outstanding Matured Aggregate Investment. Each
such reduction in the Aggregate Commitment shall reduce the Commitment of each
Related Bank Purchaser in accordance with its Ratable Share and shall ratably
reduce the Purchase Limit so that the Aggregate Commitment remains at least 102%
of the Purchase Limit and the Purchase Limit is not less than the outstanding
Aggregate Investment.

          Section 1.7. Optional Repurchases. Upon two Business Days' notice to
the Agent and each Purchaser Agent, the Seller may repurchase the entire Sold
Interest from the Purchasers at a price equal to the outstanding Matured
Aggregate Investment and all other amounts then owed hereunder.


                                      -6-



          Section 1.8. Assignment of Purchase Agreement. The Seller hereby
assigns and otherwise transfers to the Agent (for the benefit of the Agent, each
Purchaser Agent, each Purchaser and any other Person to whom any amount is owed
hereunder), all of the Seller's right, title and interest in, to and under the
Purchase Agreement. The Seller shall execute, file and record all financing
statements, continuation statements and other documents required to perfect or
protect such assignment. This assignment includes (a) all monies due and to
become due to the Seller from the Originator or the Parent under or in
connection with the Purchase Agreement (including fees, expenses, costs,
indemnities and damages for the breach of any obligation or representation
related to such agreement) and (b) all rights, remedies, powers, privileges and
claims of the Seller against the Originator or the Parent under or in connection
with the Purchase Agreement. All provisions of the Purchase Agreement shall
inure to the benefit of, and may be relied upon by, the Agent, each Purchaser
Agent, each Purchaser and each such other Person. At any time that a Termination
Event has occurred and is continuing, the Agent shall have the sole right to
enforce the Seller's rights and remedies under the Purchase Agreement to the
same extent as the Seller could absent this assignment, but without any
obligation on the part of the Agent, any Purchaser Agent, any Purchaser or any
other such Person to perform any of the obligations of the Seller under the
Purchase Agreement (or the promissory note executed thereunder). All amounts
distributed to the Seller under the Purchase Agreement from Receivables sold to
the Seller thereunder shall constitute Collections hereunder and shall be
applied in accordance herewith.

                                   ARTICLE II
                SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS

          Section 2.1. Required Purchases from a Conduit Purchaser. (a) Each
Conduit Purchaser may, at any time, sell to its Related Bank Purchasers pursuant
to the relevant Transfer Agreement any percentage designated by such Conduit
Purchaser of such Conduit Purchaser's Investment and its related Conduit
Purchaser Settlement (each, a "Put").

          (b) Any portion of any Investment of a Conduit Purchaser and related
Conduit Purchaser Settlement purchased by a Related Bank Purchaser shall be
considered part of such Related Bank Purchaser's Investment and related Conduit
Purchaser Settlement from the date of the relevant Put. Immediately upon any
purchase by a Related Bank Purchaser of any portion of the relevant Conduit
Purchaser's Investment, the Seller shall pay to the relevant Purchaser Agent
(for the ratable benefit of each such Purchaser) an amount equal to the sum of
(i) the Assigned Settlement and (ii) all unpaid Discount owed to such Conduit
Purchaser (whether or not then due) to the end of each applicable Tranche Period
to which any Investment being Put has been allocated, (iii) all accrued but
unpaid fees (whether or not then due) payable to such Conduit Purchaser in
connection herewith at the time of such purchase and (iv) all accrued and unpaid
costs, expenses and indemnities due to such Conduit Purchaser from the Seller in
connection herewith.

          Section 2.2. Purchases by a Conduit Purchaser. Each Conduit Purchaser
may at any time deliver to its Purchaser Agent and each of its Related Bank
Purchasers a notification of


                                      -7-



assignment in substantially the form provided by the relevant Transfer
Agreement. If a Conduit Purchaser delivers such notice, each of its Related Bank
Purchasers shall sell to such Conduit Purchaser and such Conduit Purchaser shall
purchase in full from each such Related Bank Purchasers, the Investment of such
Related Bank Purchasers on the last day of the relevant Tranche Periods, at a
purchase price equal to such Investment plus accrued and unpaid Discount
thereon. Any sale from any Related Bank Purchaser to the relevant Conduit
Purchaser pursuant to this Section 2.2 shall be without recourse, representation
or warranty except for the representation and warranty that the Investment sold
by such Related Bank Purchaser is free and clear of any Adverse Claim created or
granted by such Related Bank Purchaser and that such Related Bank Purchaser has
not suffered a Bankruptcy Event.

          Section 2.3. Allocations and Distributions. (a) Non-Reinvestment
Periods. Before the Termination Date unless an Interim Liquidation is in effect,
on each day during a period that a Conduit Purchaser is not making Reinvestment
Purchases (as established under Section 1.1(d)), the Collection Agent (i) shall
set aside and hold in trust solely for the benefit of the applicable Conduit
Purchaser (or deliver to the applicable Purchaser Agent, if so instructed
pursuant to Section 3.2(a)) such Conduit Purchaser's Purchase Interest in all
Collections received on such day and (ii) shall distribute on the last day of
each CP Tranche Period to the applicable Purchaser Agent (for the benefit of
such Conduit Purchaser) the amounts so set aside up to the amount of such
Conduit Purchaser's Purchase Interest and, to the extent not already paid in
full, all Discount thereon and all other amounts then due from the Seller in
connection with such Purchase Interest and Tranche Period. If any part of the
Sold Interest in any Collections is applied to pay any such amounts pursuant to
this Section 2.3(a) and after giving effect to such application the Sold
Interest is greater than 100%, the Seller shall pay for distribution as part of
the Sold Interest in Collections, to the Collection Agent the amount so applied
to the extent necessary so that after giving effect to such payment the Sold
Interest is no greater than 100%.

          (b) Termination Date and Interim Liquidations. On each day during any
Interim Liquidation and on each day on and after the Termination Date, the
Collection Agent shall set aside and hold solely for the account of each
Purchaser Agent, for the benefit of each Purchaser Group to the extent provided
below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section
3.2(a)) and for the account of the Agent, all Collections received on such day
and such Collections shall be allocated as follows:

          (i) first, to the Collection Agent until all amounts owed to the
     Collection Agent under the Agreement have been paid in full;

          (ii) second, ratably to each Purchaser Group until all Investment of,
     and Discount and interest due but not already paid to, each Purchaser Group
     has been paid in full;

          (iii) third, ratably to each Purchaser Group until all other amounts
     owed to such Purchaser Group under the Transaction Documents have been paid
     in full;

          (iv) fourth, to the Agent until all amounts owed to the Agent (other
     than amounts owing the Agent in its role as a Purchaser Agent) have been
     paid in full;


                                      -8-



          (v) fifth, to each Purchaser Agent until all amounts owed to the
     Purchaser Agents under the Transaction Documents have been paid in full;

          (vi) sixth, to any other Person to whom any amounts are owed under the
     Transaction Documents until all such amounts have been paid in full; and

          (vii) seventh, to the Seller (or as otherwise required by applicable
     law).

Unless an Interim Liquidation has ended by such date (in which case Reinvestment
Purchases shall resume to the extent provided in Section 1.1(d)), on the last
day of each Tranche Period (unless otherwise instructed by a Purchaser Agent
pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate
parties, from such set aside Collections, all amounts allocated to such Tranche
Period and all Tranche Periods that ended before such date that are due in
accordance with the priorities in clauses (ii) and (iii) above. No distributions
shall be made to pay amounts under clauses (iv), (v), (vi) and (vii) above until
sufficient Collections have been set aside to pay all amounts described in
clauses (ii) and (iii) that may become payable for all outstanding Tranche
Periods. All distributions by the Agent or any Purchaser Agent shall be made
ratably within each priority level in accordance with the respective amounts
then due each Person included in such level unless otherwise agreed by all
Purchaser Agents. If any part of the Sold Interest in any Collections is applied
to pay any amounts, payable hereunder that are obligations of the Seller
pursuant to Section 1.4(b) and after giving effect to such application the Sold
Interest is greater than 100%, the Seller shall pay for distribution in respect
of each applicable Purchaser's Investment as part of the Sold Interest in
Collections, to the Collection Agent the amount so applied to the extent
necessary so that after giving effect to such payment the Sold Interest is no
greater than 100%.

                                   ARTICLE III
                         ADMINISTRATION AND COLLECTIONS

          Section 3.1. Appointment of Collection Agent. (a) The servicing,
administering and collecting of the Receivables shall be conducted by a Person
(the "Collection Agent") designated to so act on behalf of the Purchasers under
this Article III. As the Initial Collection Agent, the Originator is hereby
designated as, and agrees to perform the duties and obligations of, the
Collection Agent. The Originator acknowledges that the Agent, each Purchaser
Agent and each Purchaser have relied on the Originator's agreement to act as
Collection Agent (and the agreement of any of the sub-collection agents to so
act) in making the decision to execute and deliver this Agreement and agrees
that it will not voluntarily resign as Collection Agent nor permit any
sub-collection agent to voluntarily resign as a sub-collection agent. At any
time after the occurrence of a Collection Agent Replacement Event, the Agent may
designate a new Collection Agent to succeed the Originator (or any successor
Collection Agent).

          (b) The Originator may, and if requested by the Agent shall, delegate
its duties and obligations as Collection Agent to the Parent or other Affiliate
(acting as a sub-collection agent). Notwithstanding such delegation, the
Originator shall remain primarily liable for the performance of the duties and
obligations so delegated, and the Agent, each Purchaser Agent and each Purchaser
shall have the right to look solely to the Originator for such performance. The


                                      -9-



Agent (with the consent of the Instructing Group) may at any time after the
occurrence of a Collection Agent Replacement Event remove or replace any
sub-collection agent.

          (c) If replaced, the Collection Agent agrees it will terminate, and
will cause each existing sub-collection agent to terminate, its collection
activities in a manner requested by the Agent to facilitate the transition to a
new Collection Agent. The Collection Agent shall cooperate with and assist any
new Collection Agent (including providing access to, and transferring, all
Records and allowing (to the extent permitted by applicable law and contract)
the new Collection Agent to use all licenses, hardware or software necessary or
desirable to collect the Receivables). The Originator irrevocably agrees to act
(if requested to do so) as the data-processing agent for any new Collection
Agent in substantially the same manner as the Originator conducted such
data-processing functions while it acted as the Collection Agent.

          Section 3.2. Duties of Collection Agent. (a) The Collection Agent
shall take, or cause to be taken, all action necessary or advisable to collect
each Receivable in accordance with this Agreement, the Credit and Collection
Policy and all applicable laws, rules and regulations using the skill and
attention the Collection Agent exercises in collecting other receivables or
obligations owed solely to it. The Collection Agent shall, in accordance
herewith, separately account for (and thereby deemed to set aside) all
Collections to which a Purchaser is entitled. If so instructed by the Agent,
after the occurrence of a Collection Agent Replacement Event, the Collection
Agent shall transfer to each Purchaser Agent the amount of Collections to which
such Purchaser Agent and the applicable Purchasers are entitled by the Business
Day following receipt. Each party hereto hereby appoints the Collection Agent to
enforce such Person's rights and interests in the Receivables, but
(notwithstanding any other provision in any Transaction Document) the Agent
shall at all times after the occurrence of a Collection Agent Replacement Event
have the sole right to direct the Collection Agent to commence or settle any
legal action to enforce collection of any Receivable.

          (b) If no Termination Event exists and the Collection Agent determines
that such action is appropriate in order to maximize the Collections, the
Collection Agent may, in accordance with the Credit and Collection Policy,
extend the maturity of any Receivable (but no such extension shall be for a
period more than thirty (30) days) or adjust the outstanding balance of any
Receivable. Any such extension or adjustment shall not alter the status of a
Receivable as a Defaulted Receivable or Delinquent Receivable or limit any
rights of the Agent, any Purchaser Agent or the Purchasers hereunder. If a
Termination Event exists, the Collection Agent may make such extensions or
adjustments only with the prior consent of the Instructing Group.

          (c) The Collection Agent shall turn over to the Seller (i) any
percentage of Collections in excess of the Sold Interest, less all reasonable
costs and expenses of the Collection Agent for servicing, collecting and
administering the Receivables and (ii) subject to Section 1.5(d), the
collections and records for any indebtedness owed to the Seller that is not a
Receivable. The Collection Agent shall have no obligation to remit any such
funds or records to the Seller until the Collection Agent receives evidence
(satisfactory to the Agent) that the Seller is entitled to such items. The
Collection Agent has no obligations concerning indebtedness that is not a
Receivable other than to deliver the collections and records for such
indebtedness to the Seller when required by this Section 3.2(c).


                                      -10-



          Section 3.3. Reports. On or before the fifteenth Business Day of each
month, and at such other times covering such other periods as is requested by
the Agent or the Instructing Group, the Collection Agent shall deliver to the
Agent and each Purchaser Agent a report reflecting information as of the close
of business of the Collection Agent for the immediately preceding calendar month
or such other preceding period as is requested (each a "Periodic Report"),
containing the information described on Exhibit B (with such modifications or
additional information as requested by the Agent or the Instructing Group).

          Section 3.4. Lock-Box Arrangements. The Agent is hereby authorized to
give notice at any time after the occurrence of a Collection Agent Replacement
Event to any or all Lock-Box Banks that the Agent is exercising its rights under
the Lock-Box Letters and to take all actions permitted under the Lock-Box
Letters. The Seller agrees to take any action requested by the Agent to
facilitate the foregoing. After the Agent takes any such action under the
Lock-Box Letters, the Seller shall immediately deliver to the Agent any
Collections received by the Seller. If the Agent takes control of any Lock-Box
Account, the Agent shall distribute Collections it receives in accordance
herewith and shall deliver to the Collection Agent, for distribution under
Section 3.2, all other amounts it receives from such Lock-Box Account.

          Section 3.5. Enforcement Rights. (a) The Agent may at any time after
the occurrence of a Collection Agent Replacement Event direct the Obligors and
the Lock-Box Banks to make all payments on the Receivables directly to the Agent
or its designee. The Agent may, and the Seller shall at the Agent's request,
withhold the identity of the Purchasers from the Obligors and Lock-Box Banks.
Upon the Agent's request after the occurrence of a Collection Agent Replacement
Event, the Seller (at the Seller's expense) shall (i) give notice to each
Obligor of the Agent's ownership of the Sold Interest and direct that payments
on Receivables be made directly to the Agent or its designee, (ii) assemble for
the Agent all Records and collateral security for the Receivables and the
Related Security and transfer to the Agent (or its designee), or (to the extent
permitted by applicable law and contract) license to the Agent (or its designee)
the use of, all software useful to collect the Receivables and (iii) segregate
in a manner acceptable to the Agent all Collections the Seller receives and,
promptly upon receipt, remit such Collections in the form received, duly
endorsed or with duly executed instruments of transfer, to the Agent or its
designee.

          (b) After the occurrence of a Collection Agent Replacement Event, the
Seller hereby irrevocably appoints the Agent as its attorney-in-fact coupled
with an interest, with full power of substitution and with full authority in the
place of the Seller, to take any and all steps deemed desirable by the Agent, in
the name and on behalf of the Seller to (i) collect any amounts due under any
Receivable, including endorsing the name of the Seller on checks and other
instruments representing Collections and enforcing such Receivables and the
Related Security, and (ii) exercise any and all of the Seller's rights and
remedies under the Purchase Agreement and the Limited Guaranty. The Agent's
powers under this Section 3.5(b) shall not subject the Agent to any liability if
any action taken by it proves to be inadequate or invalid, nor shall such powers
confer any obligation whatsoever upon the Agent.


                                      -11-



          (c) None of the Agent, any Purchaser Agent or any Purchaser shall have
any obligation to take or consent to any action to realize upon any Receivable
or Related Security or to enforce any rights or remedies related thereto.

          Section 3.6. Collection Agent Fee. On or before the twentieth day of
each calendar month, the Seller shall pay to the Collection Agent a fee for the
immediately preceding calendar month as compensation for its services (the
"Collection Agent Fee") equal to (a) at all times the Originator or an Affiliate
of any Swift Entity is the Collection Agent, such consideration as is acceptable
to it, the receipt and sufficiency of which is hereby acknowledged, and (b) at
all times any other Person is the Collection Agent, a reasonable amount agreed
upon by the Agent (with the consent of the Instructing Group) and the new
Collection Agent on an arm's-length basis reflecting rates and terms prevailing
in the market at such time. The Collection Agent may apply to payment of the
Collection Agent Fee only the portion of the Collections in excess of the Sold
Interest plus Collections that fund Reinvestment Purchases. The Agent may, with
the consent of the Instructing Group, pay the Collection Agent Fee to the
Collection Agent from the Sold Interest in Collections. The Seller shall be
obligated to reimburse any such payment.

          Section 3.7. Responsibilities of the Seller. The Seller shall, or
shall cause the Originator to, pay when due all Taxes payable in connection with
the Receivables and the Related Security or their creation or satisfaction. The
Seller shall, and shall cause the Originator to, perform all of its obligations
under agreements related to the Receivables and the Related Security to the same
extent as if interests in the Receivables and the Related Security had not been
transferred hereunder or, in the case of the Originator, under the Purchase
Agreement. The Agent's, any Purchaser Agent or any Purchaser's exercise of any
rights hereunder shall not relieve the Seller or the Originator from such
obligations. None of the Agent, any Purchaser Agents or any Purchaser shall have
any obligation to perform any obligation of the Seller or of the Originator or
any other obligation or liability in connection with the Receivables or the
Related Security.

          Section 3.8. Actions by Seller. The Seller shall defend and indemnify
the Agent, each Purchaser Agent and each Purchaser against all costs, expenses,
claims and liabilities for any action taken by the Seller, the Originator or any
other Affiliate of the Seller or of the Originator (whether acting as Collection
Agent or otherwise) related to any Receivable and the Related Security, or
arising out of any alleged failure of compliance of any Receivable or the
Related Security with the provisions of any law or regulation. If any goods
related to a Receivable are repossessed, the Seller agrees to resell, or to have
the Originator or another Affiliate resell, such goods in a commercially
reasonable manner for the account of the Agent and remit, or have remitted, to
the Agent the Purchasers' share in the gross sale proceeds thereof net of any
out-of-pocket expenses and any equity of redemption of the Obligor thereon. Any
such moneys collected by the Seller or the Originator or other Affiliate of the
Seller pursuant to this Section 3.8 shall be segregated and held in trust for
the Agent and remitted to the Agent's Account within one Business Day of receipt
as part of the Sold Interest in Collections for application as provided herein.

          Section 3.9. Indemnities by the Collection Agent. Without limiting any
other rights any Person may have hereunder or under applicable law, the
Collection Agent hereby indemnifies and holds harmless the Agent, each Purchaser
Agent and each Purchaser and their respective


                                      -12-



officers, directors, agents and employees (each an "Indemnified Party") from and
against any and all damages, losses, claims, liabilities, penalties, Taxes,
costs and expenses (including attorneys' fees and court costs) (all of the
foregoing collectively, the "Indemnified Losses") at any time imposed on or
incurred by any Indemnified Party arising out of or otherwise relating to:

          (i) any representation or warranty made by or on behalf of the
     Collection Agent in this Agreement, any other Transaction Document, any
     Periodic Report or any other information or report delivered by the
     Collection Agent pursuant hereto, which shall have been false or incorrect
     in any material respect when made;

          (ii) the failure by the Collection Agent to comply with any applicable
     law, rule or regulation related to any Receivable or the Related Security;

          (iii) any loss of a perfected security interest (or in the priority of
     such security interest) as a result of any commingling by the Collection
     Agent of funds to which the Agent, any Purchaser Agent or any Purchaser is
     entitled hereunder with any other funds; or

          (iv) any failure of the Collection Agent to perform its duties or
     obligations in accordance with the provisions of this Agreement or any
     other Transaction Document to which the Collection Agent is a party;

whether arising by reason of the acts to be performed by the Collection Agent
hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a
final judgment of a court of competent jurisdiction determined that such
Indemnified Losses resulted solely from gross negligence or willful misconduct
of the Indemnified Party seeking indemnification, (b) solely due to the credit
risk of the Obligor and for which reimbursement would constitute recourse to the
Collection Agent for uncollectible Receivables, or (c) such Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent, any
Purchaser Agent or any Purchaser computed in accordance with the Intended Tax
Characterization; provided, however, that nothing contained in this sentence
shall limit the liability of the Collection Agent or limit the recourse of the
Agent, any Purchaser Agent and each Purchaser to the Collection Agent for any
amounts otherwise specifically provided to be paid by the Collection Agent
hereunder.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

          Section 4.1. Representations and Warranties. The Seller represents and
warrants to the Agent, any Purchaser Agent and each Purchaser that:

          (a) Corporate Existence and Power. Each of the Seller and each Swift
Entity is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation and has all corporate power and
authority and all governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
now conducted, except where failure to obtain such license, authorization,
consent or approval would not have an adverse effect on (i) its


                                      -13-



ability to perform its obligations under, or the enforceability of, any
Transaction Document, (ii) its business or financial condition, (iii) the
interests of the Agent, any Purchaser Agent or any Purchaser under any
Transaction Document or (iv) the enforceability or collectibility of a material
portion of the Receivables.

          (b) Corporate Authorization and No Contravention. The execution,
delivery and performance by each of the Seller and each Swift Entity of each
Transaction Document to which it is a party (i) are within its corporate powers,
(ii) have been duly authorized by all necessary corporate action, (iii) do not
contravene or constitute a default under (A) any applicable law, rule or
regulation, (B) its or any Subsidiary's charter or by-laws or (C) any agreement,
order or other instrument to which it or any Subsidiary is a party or its
property is subject and (iv) will not result in any Adverse Claim on any
Receivable, the Related Security or Collection or give cause for the
acceleration of any indebtedness of the Seller, any Swift Entity or any
Subsidiary.

          (c) No Consent Required. No approval, authorization or other action
by, or filings with, any Governmental Authority or other Person (other than the
parties hereto) is required in connection with the execution, delivery and
performance by the Seller or any Swift Entity of any Transaction Document to
which it is a party or any transaction contemplated thereby.

          (d) Binding Effect. Each Transaction Document to which the Seller or
any Swift Entity is a party constitutes the legal, valid and binding obligation
of such Person enforceable against that Person in accordance with its terms,
except as limited by bankruptcy, insolvency, or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and subject to general principles of equity.

          (e) Perfection of Ownership Interest. Immediately preceding its sale
of Receivables to the Seller, the Originator was the owner of, and effectively
sold, such Receivables to the Seller, free and clear of any Adverse Claim. The
Seller owns the Receivables free of any Adverse Claim other than the interests
of the Purchasers (through the Agent) therein that are created hereby, and each
Purchaser shall at all times have a valid undivided percentage ownership
interest, which shall be a first priority perfected security interest for
purposes of Article 9 of the applicable Uniform Commercial Code, in the
Receivables and Collections to the extent of its Purchase Interest then in
effect.

          (f) Accuracy of Information. All information furnished by the Seller,
any Swift Entity or any Affiliate of any such Person to the Agent, any Purchaser
Agent or any Purchaser in connection with any Transaction Document, or any
transaction contemplated thereby, is true and accurate in all material respects
(and is not incomplete by omitting any information necessary to prevent such
information from being materially misleading).

          (g) No Actions, Suits. There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or


                                      -14-



affecting the Seller, any Swift Entity or any Subsidiary, or any of their
respective properties, that (i) if adversely determined (individually or in the
aggregate), may have a material adverse effect on the financial condition of the
Seller, any Swift Entity or any Subsidiary or on the collectibility of a
material portion of the Receivables or (ii) involve any Transaction Document or
any transaction contemplated thereby. None of the Seller, any Swift Entity or
any Subsidiary is in default of any contractual obligation or in violation of
any order, rule or regulation of any Governmental Authority, which default or
violation may have a material adverse effect upon (i) the financial condition of
the Seller, the Swift Entities and the Subsidiaries taken as a whole or (ii) the
collectibility of a material portion of the Receivables.

          (h) No Material Adverse Change. Since September 30, 1999, there has
been no material adverse change in the collectibility of the Receivables or the
Seller's, any Swift Entity's or any Subsidiary's (i) financial condition,
business, operations or prospects or (ii) ability to perform its obligations
under any Transaction Document.

          (i) Accuracy of Exhibits; Lock-Box Arrangements. All information on
Exhibits C-E (listing offices and names of the Seller and the Originator and
where they maintain Records; the Subsidiaries; and Lock Boxes) is true and
complete, subject to any changes permitted by, and notified to the Agent in
accordance with, Article V. The Seller has delivered a copy of all Lock-Box
Agreements to the Agent. The Seller has not granted any interest in any Lock-Box
or Lock-Box Account to any Person other than the Agent and, upon delivery to a
Lock-Box Bank of the related Lock-Box Letter, the Agent will have exclusive
ownership and control of the Lock-Box Account at such Lock-Box Bank.

          (j) Sales by the Originator. Each sale by the Originator to the Seller
of an interest in Receivables and their Collections has been made in accordance
with the terms of the Purchase Agreement, including the payment by the Seller to
the Originator of the purchase price described in the Purchase Agreement. Each
such sale has been made for "reasonably equivalent value" (as such term is used
in Section 548 of the Bankruptcy Code) and not for or on account of "antecedent
debt" (as such term is used in Section 547 of the Bankruptcy Code) owed by the
Originator to the Seller.

                                    ARTICLE V
                                    COVENANTS

          Section 5.1. Covenants of the Seller. The Seller hereby covenants and
agrees to comply with the following covenants and agreements, unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

          (a) Financial Reporting. The Seller will, and will cause each Swift
Entity and each Subsidiary to, maintain a system of accounting established and
administered in accordance with GAAP and will furnish to the Agent and each
Purchaser Agent:


                                      -15-



          (i) Annual Financial Statements. Within 90 days after each fiscal year
     of (A) the Parent copies of its annual audited financial statements
     (including a consolidated balance sheet, consolidated statement of income
     and retained earnings and statement of cash flows, with related footnotes)
     certified by independent certified public accountants satisfactory to the
     Agent and prepared on a consolidated basis in conformity with GAAP, and (B)
     each of the Seller and the Originator the annual balance sheet for such
     Person (and, additionally for the Seller, an annual profit and loss
     statement) certified by a Designated Financial Officer thereof, in each
     case prepared on a consolidated basis in conformity with GAAP as of the
     close of such fiscal year for the fiscal year then ended;

          (ii) Quarterly Financial Statements. Within 45 days after each (except
     the last) fiscal quarter of each fiscal year of (A) the Parent, copies of
     its unaudited financial statements (including at least a consolidated
     balance sheet as of the close of such quarter and statements of earnings
     and sources and applications of funds for the period from the beginning of
     the fiscal year to the close of such quarter) certified by a Designated
     Financial Officer and prepared in a manner consistent with the financial
     statements described in part (A) of clause (i) of this Section 5.l(a) and
     (B) each of the Seller and the Originator, the quarterly balance sheet for
     such Person (and, additionally for the Seller, a profit and loss statement)
     for the period from the beginning of such fiscal year to the close of such
     quarter, in each case certified by a Designated Financial Officer thereof
     and prepared in a manner consistent with part (B) of clause (i) of Section
     5.1(a);

          (iii) Officer's Certificate. Each time financial statements are
     furnished pursuant to clause (i) or (ii) of this Section 5.1(a), a
     compliance certificate (in substantially the form of Exhibit H) signed by a
     Designated Financial Officer, dated the date of such financial statements,
     and containing a computation of each of the financial ratios and
     restrictions contained herein and in the Limited Guaranty;

          (iv) Public Reports. Promptly upon becoming available, a copy of each
     report or proxy statement filed by the Parent with the Securities Exchange
     Commission or any securities exchange; and

          (v) Other Information. Promptly, from time to time, such other
     information regarding the operations, business affairs and financial
     condition of the Seller or Parent as may be requested by the Agent or any
     Purchaser Agent (with a copy of such request to the Agent).

          (b) Notices. Promptly and in any event within three Business Days upon
becoming aware of any of the following the Seller will notify the Agent and each
Purchaser Agent and provide a description of:

          (i) Potential Termination Events. The occurrence of any Potential
     Termination Event;

          (ii) Representations and Warranties. The failure of any representation
     or warranty herein to be true (when made or at any time thereafter) in any
     material respect;


                                      -16-



          (iii) Litigation. The institution of any litigation, arbitration
     proceeding or governmental proceeding reasonably likely to result in a
     liability in excess of $1,000,000 to any Swift Entity, any Subsidiary or
     the collectibility or quality of material portion of the Receivables;

          (v) Judgments. The entry of any judgment or decree against the Seller,
     any Swift Entity or any Subsidiary if the aggregate amount of all judgments
     then outstanding against the Seller, the Swift Entities and the
     Subsidiaries exceeds $1,000,000; or

          (vi) Changes in Business. Any change in, or proposed change in, the
     character of any Swift Entity's business that could impair the
     collectibility or quality of a material portion of the Receivables.

          (c) Conduct of Business. The Seller will perform, and will cause each
Swift Entity and Subsidiary to perform, all actions necessary to remain duly
incorporated, validly existing and in good standing in its jurisdiction of
incorporation and to maintain all requisite authority to conduct its business in
each jurisdiction in which it conducts business.

          (d) Compliance with Laws. The Seller will comply, and will cause each
Swift Entity and Subsidiary to comply, with all laws, regulations, judgments and
other directions or orders imposed by any Governmental Authority to which such
Person or any Receivable, any Related Security or Collection may be subject.

          (e) Furnishing Information and Inspection of Records. The Seller will
furnish to the Agent, each Purchaser Agent and the Purchasers such information
concerning the Receivables and the Related Security as the Agent, any Purchaser
Agent or a Purchaser may request. The Seller will, and will cause the Originator
to, permit, at any time during regular business hours, the Agent, any Purchaser
Agent or any Purchaser (or any representatives thereof) (i) to examine and make
copies of all Records, (ii) to visit the offices and properties of the Seller
for the purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Seller's or the Originator's officers, directors,
employees or independent public accountants having knowledge of such matters.
Once a year, the Agent may (at the expense of the Seller) have an independent
public accounting firm conduct an audit of the Records or make test
verifications of the Receivables and Collections.

          (f) Keeping Records. (i) The Seller will, and will cause the
Originator to, have and maintain (A) administrative and operating procedures
(including an ability to recreate Records if originals are destroyed), (B)
adequate facilities, personnel and equipment and (C) all Records and other
information necessary or advisable for collecting the Receivables (including
Records adequate to permit the immediate identification of each new Receivable
and all Collections of, and adjustments to, each existing Receivable). The
Seller will give the Agent prior notice of any material change in such
administrative and operating procedures.

          (ii) The Seller will, (A) at all times from and after the date hereof,
     clearly and conspicuously mark its computer and master data processing
     books and records with a legend describing the Agent's, each Purchaser
     Agent's and the Purchasers' interest in the


                                      -17-



     Receivables and the Collections and (B) upon the request of the Agent in
     the case of Receivables constituting chattel paper, so mark each contract
     relating to a Receivable and deliver to the Agent all such contracts
     (including all multiple originals of such contracts), with any appropriate
     endorsement or assignment, or segregate (from all other receivables then
     owned or being serviced by the Seller) the Receivables and all contracts
     relating to each Receivable and hold in trust and safely keep such
     contracts so legended in separate filing cabinets or other suitable
     containers at such locations as the Agent may specify.

          (g) Perfection. (i) The Seller will, and will cause the Originator to,
at its expense, promptly execute and deliver all instruments and documents and
take all action necessary or requested by the Agent (including the execution and
filing of financing or continuation statements, amendments thereto or
assignments thereof) to enable the Agent to exercise and enforce all its rights
hereunder and to vest and maintain vested in the Agent a valid, first priority
perfected security interest in the Receivables, the Collections, the Purchase
Agreement, the Lock-Box Accounts and proceeds thereof free and clear of any
Adverse Claim (and a perfected ownership interest in the Receivables and
Collections to the extent of the Sold Interest). The Agent will be permitted to
sign and file any continuation statements, amendments thereto and assignments
thereof without the Seller's signature.

          (ii) The Seller will, and will cause the Originator to, only change
     its name, identity or corporate structure or relocate its chief executive
     office or the Records following thirty (30) days advance notice to the
     Agent and the delivery to the Agent of all financing statements,
     instruments and other documents (including direction letters) requested by
     the Agent.

          (iii) Each of the Seller and the Originator will at all times maintain
     its chief executive offices within a jurisdiction in the USA (other than in
     the states of Florida, Maryland and Tennessee) in which Article 9 of the
     UCC is in effect. If the Seller or the Originator moves its chief executive
     office to a location that imposes Taxes, fees or other charges to perfect
     the Agent's and the Purchasers' interests hereunder or the Seller's
     interests under the Purchase Agreement, the Seller will pay all such
     amounts and any other costs and expenses incurred in order to maintain the
     enforceability of the Transaction Documents, the Sold Interest and the
     interests of the Agent, the Purchaser Agents and the Purchasers in the
     Receivables, the Related Security, Collections, Purchase Agreement and
     Lock-Box Accounts.

          (h) Performance of Duties. The Seller will perform, and will cause
each Swift Entity and Subsidiary and the Collection Agent (if an Affiliate) to
perform, its respective duties or obligations in accordance with the provisions
of each of the Transaction Documents. The Seller (at its expense) will, and will
cause each Swift Entity to, (i) fully and timely perform in all material
respects all agreements required to be observed by it in connection with each
Receivable, (ii) comply in all material respects with the Credit and Collection
Policy, and (iii) refrain from any action that may impair the rights of the
Agent, the Purchaser Agents or the Purchasers in the Receivables, the Related
Security, Collections, Purchase Agreement or Lock-Box Accounts.


                                      -18-



          (i) Payments on Receivables, Accounts. The Seller will, and will cause
the Originator to, at all times instruct all Obligors to deliver payments on the
Receivables to a Lock-Box Account. If any such payments or other Collections are
received by the Seller or the Originator, it shall hold such payments in trust
for the benefit of the Agent, the Purchaser Agents and the Purchasers and
promptly (but in any event within two Business Days after receipt) remit such
funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to
comply with the terms of each applicable Lock-Box Letter. The Seller will not
permit the funds of any Affiliate to be deposited into any Lock-Box Account. If
such funds are nevertheless deposited into any Lock-Box Account, the Seller will
promptly identify such funds for segregation. The Seller will not, and will not
permit any Collection Agent or other Person to, commingle Collections or other
funds to which the Agent, any Purchaser Agent or any Purchaser is entitled with
any other funds. The Seller shall only add, and shall only permit the Originator
to add, a Lock-Box Bank, Lock-Box, or Lock-Box Account to those listed on
Exhibit E if the Agent has received notice of such addition, a copy of any new
Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Letter
substantially in the form of Exhibit F (with such changes as are acceptable to
the Agent) from any new Lock-Box Bank. The Seller shall only terminate a
Lock-Box Bank or Lock-Box, or close a Lock-Box Account, upon 30 days advance
notice to the Agent.

          (j) Sales and Adverse Claims Relating to Receivables. Except as
otherwise provided herein, the Seller will not, and will not permit the
Originator to, (by operation of law or otherwise) dispose of or otherwise
transfer, or create or suffer to exist any Adverse Claim upon, any Receivable or
any proceeds thereof.

          (k) Extension or Amendment of Receivables. Except as otherwise
permitted in Section 3.2(b) and then subject to Section 1.5, the Seller will
not, and will not permit the Originator to, extend, amend, rescind or cancel any
Receivable.

          (l) Change in Business or Credit and Collection Policy. The Seller
will not make any material change in the character of its business and will not,
and will not permit the Originator to, make any material change to the Credit
and Collection Policy.

                                   ARTICLE VI
                                 INDEMNIFICATION

          Section 6.1. Indemnities by the Seller. Without limiting any other
rights any Person may have hereunder or under applicable law, the Seller hereby
indemnifies and holds harmless, on an after-Tax basis, the Agent, each Purchaser
Agent and each Purchaser and their respective officers, directors, agents and
employees (each an "Indemnified Party") from and against any and all damages,
losses, claims, liabilities, penalties, Taxes, costs and expenses (including
attorneys' fees and court costs) (all of the foregoing collectively, the
"Indemnified Losses") at any time imposed on or incurred by any Indemnified
Party arising out of or otherwise relating to any Transaction Document, the
transactions contemplated thereby or any action taken or omitted by any of the
Indemnified Parties (including any action taken by the Agent as attorney-in-fact
for the Seller pursuant to Section 3.5(b)), whether arising by reason of the
acts to be performed by the Seller hereunder or otherwise, excluding only
Indemnified Losses to the extent (a) a final judgment of a court of competent
jurisdiction holds such Indemnified Losses resulted solely


                                      -19-



from gross negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) solely due to the credit risk of the Obligor and for which
reimbursement would constitute recourse to the Seller or the Collection Agent
for uncollectible Receivables or (c) such Indemnified Losses include Taxes on,
or measured by, the overall net income of the Agent, any Purchaser Agent or any
Purchaser computed in accordance with the Intended Tax Characterization. Without
limiting the foregoing indemnification, but subject to the limitations set forth
in clauses (a), (b) and (c) of the previous sentence, the Seller shall indemnify
each Indemnified Party for Indemnified Losses relating to or resulting from:

          (i) any representation or warranty made by the Seller, any other Swift
     Entity or the Collection Agent, to the extent it is a Swift Entity, (or any
     employee or agent of the Seller, any Swift Entity or the Collection Agent)
     under or in connection with this Agreement, any Periodic Report or any
     other information or report delivered by the Seller, any other Swift Entity
     or the Collection Agent, to the extent it is a Swift Entity, pursuant
     hereto, which shall have been false or incorrect in any material respect
     when made or deemed made;

          (ii) the failure by the Seller, any other Swift Entity, or the
     Collection Agent, to the extent it is a Swift Entity, to comply with any
     applicable law, rule or regulation related to any Receivable, or the
     nonconformity of any Receivable with any such applicable law, rule or
     regulation;

          (iii) the failure of the Seller to vest and maintain vested in the
     Agent, for the benefit of the Purchaser Agents and the Purchasers, a
     perfected ownership or security interest in the Sold Interest and the
     property conveyed pursuant to Section 1.1(e) and Section 1.8, free and
     clear of any Adverse Claim;

          (iv) any commingling of funds to which the Agent, any Purchaser Agent
     or any Purchaser is entitled hereunder with any other funds;

          (v) any failure of a Lock-Box Bank to comply with the terms of the
     applicable Lock-Box Letter;

          (vi) any dispute, claim, offset or defense (other than discharge in
     bankruptcy of the Obligor) of the Obligor to the payment of any Receivable,
     or any other claim resulting from the sale or lease of goods or the
     rendering of services related to such Receivable or the furnishing or
     failure to furnish any such goods or services or other similar claim or
     defense not arising from the financial inability of any Obligor to pay
     undisputed indebtedness;

          (vii) any failure of the Seller or any Swift Entity, or any Affiliate
     of any thereof, to perform its duties or obligations in accordance with the
     provisions of this Agreement or any other Transaction Document to which
     such Person is a party (as a Collection Agent or otherwise);


                                      -20-



          (viii) any action taken by the Agent as attorney-in-fact for the
     Seller pursuant to Section 3.5(b); or

          (ix) any environmental liability claim, products liability claim or
     personal injury or property damage suit or other similar or related claim
     or action of whatever sort, arising out of or in connection with any
     Receivable or any other suit, claim or action of whatever sort relating to
     any of the Transaction Documents.

          Section 6.2. Increased Cost and Reduced Return. If the adoption after
the date hereof of any applicable law, rule or regulation, or any change therein
after the date hereof, or any change in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance by any Funding Source, the Agent, any
Purchaser Agent or any Purchaser (collectively, the "Funding Parties") with any
request or directive (whether or not having the force of law) after the date
hereof of any such Governmental Authority (a "Regulatory Change") (a) subjects
any Funding Party to any charge or withholding on or in connection with a
Funding Agreement or this Agreement (collectively, the "Funding Documents") or
any Receivable, (b) changes the basis of taxation of payments to any of the
Funding Parties of any amounts payable under any of the Funding Documents
(except for changes in the rate of Tax on the overall net income of such Funding
Party), (c) imposes, modifies or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or any credit extended by, any of the
Funding Parties, (d) has the effect of reducing the rate of return on such
Funding Party's capital to a level below that which such Funding Party could
have achieved but for such adoption, change or compliance (taking into
consideration such Funding Party's policies concerning capital adequacy) or (e)
imposes any other condition, and the result of any of the foregoing is (x) to
impose a cost on, or increase the cost to, any Funding Party of its commitment
under any Funding Document or of purchasing, maintaining or funding any interest
acquired under any Funding Document, (y) to reduce the amount of any sum
received or receivable by, or to reduce the rate of return of, any Funding Party
under any Funding Document or (z) to require any payment calculated by reference
to the amount of interests held or amounts received by it hereunder, then, upon
demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to
the Agent, (with respect to amounts owed to it) or the applicable Purchaser
Agent (with respect to amounts owed to it or any Purchaser in its Purchaser
Group) for the account of the Person such additional amounts as will compensate
the Agent, such Purchaser Agent or such Purchaser (or, in the case of any
Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding
Source) for such increased cost or reduction. Without limiting the foregoing,
the Seller acknowledges and agrees that the fees and other amounts payable by
the Seller to the Purchasers and the Agent have been negotiated on the basis
that the unused portion of the Related Bank Purchaser's Commitment is treated as
a "short term commitment" for which there is no regulatory capital requirement.
If any Related Bank Purchaser determines it is required to maintain capital
against its Unused Commitment (or any Purchaser is required to maintain capital
against its Investment) in excess of the amount of capital it would be required
to maintain against a funded loan in the same amount, such Purchaser shall be
entitled to compensation under this Section 6.2.


                                      -21-



          Section 6.3. Other Costs and Expenses. The Seller shall pay to the
Agent (with respect to amounts owed to it) or the applicable Purchaser Agent
(with respect to amounts owed to it or any Purchaser in its Purchaser Group) on
demand all reasonable costs and expenses in connection with (a) the preparation,
execution, delivery and administration (including amendments of any provision)
of the Transaction Documents, (b) the sale of the Sold Interest, (c) the
perfection of the Agent's rights in the Receivables and Collections, (d) the
enforcement by the Agent, any Purchaser Agent or the Purchasers of the
obligations of the Seller under the Transaction Documents or of any Obligor
under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and
Lock-Box Accounts, including fees, costs and expenses of legal counsel for the
Agent and each Purchaser Agent relating to any of the foregoing or to advising
the Agent, any Purchaser Agent and any Funding Source about its rights and
remedies under any Transaction Document or any related Funding Agreement and all
costs and expenses (including counsel fees and expenses) of the Agent, each
Purchaser Agent, each Purchaser and each Funding Source in connection with the
enforcement of the Transaction Documents or any Funding Agreement and in
connection with the administration of the Transaction Documents following a
Termination Event. The Seller shall reimburse each Conduit Purchaser for any
amounts such Conduit Purchaser must pay to any Funding Source pursuant to the
related Transfer Agreement, this Agreement and the Funding Agreements related
thereto on account of any Tax.

          Section 6.4. Withholding Taxes. (a) All payments made by the Seller
hereunder shall be made without withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient). If any such
withholding is so required, the Seller shall make the withholding, pay the
amount withheld to the appropriate authority before penalties attach thereto or
interest accrues thereon and pay such additional amount as may be necessary to
ensure that the net amount actually received by each Purchaser, Purchaser Agent
and the Agent free and clear of such taxes (including such taxes on such
additional amount) is equal to the amount that Purchaser, Purchaser Agent or the
Agent (as the case may be) would have received had such withholding not been
made. If the Agent, any Purchaser Agent or any Purchaser pays any such taxes,
penalties or interest the Seller shall reimburse the Agent, such Purchaser Agent
or such Purchaser for that payment on demand. If the Seller pays any such taxes,
penalties or interest, it shall deliver official tax receipts evidencing that
payment or certified copies thereof to the related Purchaser Agent on whose
account such withholding was made (with a copy to the Agent if not the recipient
of the original) on or before the thirtieth day after payment.

          (b) Before the first date on which any amount is payable hereunder for
the account of any Purchaser not incorporated under the laws of the USA such
Purchaser shall deliver to the Seller and the Agent each two (2) duly completed
copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or
successor applicable form) certifying that such Purchaser is entitled to receive
payments hereunder without deduction or withholding of any United States federal
income taxes. Each such Purchaser shall replace or update such forms when
necessary to maintain any applicable exemption and as requested by the Agent or
the Seller.

          Section 6.5. Payments and Allocations. If any Person seeks
compensation pursuant to Section 6.1 or 6.2 of this Article VI, such Person
shall deliver to the Seller and the Agent a certificate setting forth the amount
due to such Person, a description of the circumstance giving


                                      -22-



rise thereto and the basis of the calculations of such amount, which certificate
shall be conclusive absent manifest error. The Seller shall pay to the Agent
(with respect to amounts owed to it) or the applicable Purchaser Agent (with
respect to amounts owed to it or any Purchaser in its Purchaser Group), for the
account of such Person the amount shown as due on any such certificate within 10
Business Days after receipt of the notice.

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

          Section 7.1. Conditions to Closing. This Agreement shall become
effective on the first date all conditions in this Section 7.1 are satisfied. On
or before such date, the Seller shall deliver to the Agent and each Purchaser
Agent the following documents in form, substance and quantity acceptable to the
Agent and each Purchaser Agent, as applicable:

          (a) A certificate of the Secretary of each of the Seller and each
Swift Entity certifying (i) the resolutions of the Seller's and each Swift
Entity's board of directors approving each Transaction Document to which it is a
party, (ii) the name, signature, and authority of each officer who executes on
the Seller's or any Swift Entity's behalf a Transaction Document (on which
certificate the Agent and each Purchaser may conclusively rely until a revised
certificate is received), (iii) the Seller's and each Swift Entity's certificate
or articles of incorporation certified by the Secretary of State of its state of
incorporation, (iv) a copy of the Seller's and each Swift Entity's by-laws and
(v) good standing certificates issued by the Secretaries of State of each
jurisdiction where the Seller or any Swift Entity is incorporated or has its
principal place of business.

          (b) All instruments and other documents required, or deemed desirable
by the Agent, to perfect the Agent's first priority interest in the Receivables,
Collections, the Purchase Agreement and the Lock-Box Accounts in all appropriate
jurisdictions.

          (c) For the Originator and Seller, UCC search reports from each
jurisdiction where such Person is incorporated.

          (d) Executed copies of (i) all consents and authorizations necessary
in connection with the Transaction Documents (ii) all Lock-Box Letters, (iii) a
compliance certificate in the form of Exhibit G covering the period ending
November 30, 2005, (iv) a Periodic Report covering the month ended November 30,
2005 and (v) each Transaction Document.

          (e) Favorable opinions of counsel to the Seller and each Swift Entity
covering such matters as the Agent or any Purchaser Agent may request.

          (f) Such other approvals, opinions or documents as the Agent or any
Purchaser Agent may request.

          (g) All legal matters related to the Purchase are satisfactory to the
Purchasers.


                                      -23-



          Section 7.2. Conditions to Each Purchase. The obligation of each
related Bank Related Bank Purchaser to make any Purchase, and the right of the
Seller to request or accept any Purchase, are subject to the conditions (and
each Purchase shall evidence the Seller's representation and warranty that
clauses (a)-(e) of this Section 7.2 have been satisfied) that on the date of
such Purchase before and after giving effect to the Purchase:

          (a) no Potential Termination Event (or in the case of a Reinvestment
Purchase, a Termination Event) shall then exist or shall occur as a result of
the Purchase;

          (b) the Termination Date has not occurred;

          (c) after giving effect to the application of the proceeds of such
Purchase, (x) the outstanding Matured Aggregate Investment would not exceed the
Aggregate Commitment and (y) the outstanding Aggregate Investment would not
exceed the Purchase Limit;

          (d) the representations and warranties in Section 4.1 are true and
correct in all material respects on and as of such date (except to the extent
such representations and warranties relate solely to an earlier date and then
are true and correct as of such earlier date); and

          (e) each of the Seller and each Swift Entity is in full compliance
with the Transaction Documents (including all covenants and agreements in
Article V).

Nothing in this Section 7.2 limits the obligations of each Related Bank
Purchaser to its related Conduit Purchaser (including the Transfer Agreement).

                                  ARTICLE VIII
                                    THE AGENT

          Section 8.1. Appointment and Authorization. (a) Each Purchaser and
each Purchaser Agent hereby irrevocably designates and appoints ABN AMRO Bank
N.V. as the "Agent" under the Transaction Documents and authorizes the Agent to
take such actions and to exercise such powers as are delegated to the Agent
thereby and to exercise such other powers as are reasonably incidental thereto.
The Agent shall hold, in its name, for the benefit of each Purchaser, the
Purchase Interest of the Purchaser. The Agent shall not have any duties other
than those expressly set forth in the Transaction Documents or any fiduciary
relationship with any Purchaser, and no implied obligations or liabilities shall
be read into any Transaction Document, or otherwise exist, against the Agent.
The Agent does not assume, nor shall it be deemed to have assumed, any
obligation to, or relationship of trust or agency with, the Seller.
Notwithstanding any provision of this Agreement or any other Transaction
Document, in no event shall the Agent ever be required to take any action which
exposes the Agent to personal liability or which is contrary to the provision of
any Transaction Document or applicable law.

          (b) Each Purchaser hereby irrevocably designates and appoints the
respective institution identified on the applicable signature page hereto (as
applicable) as its Purchaser Agent


                                      -24-



hereunder, and each authorizes such Purchaser Agent to take such action on its
behalf under the provisions of this Agreement and to exercise such powers and
perform such duties as are expressly delegated to such Purchaser Agent by the
terms of this Agreement, if any, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Purchaser Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other Purchaser Agent or the Agent, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of such Purchaser Agent shall be read into this
Agreement or otherwise exist against such Purchaser Agent.

          (c) Except as otherwise specifically provided in this Agreement, the
provisions of this Article VIII are solely for the benefit of the Purchaser
Agents, the Agent and the Purchasers, and none of the Seller or any Collection
Agent shall have any rights as a third-party beneficiary or otherwise under any
of the provisions of this Article VIII, except that this Article VIII shall not
affect any obligations which any Purchaser Agent, the Agent or the Purchaser may
have to the Seller or any Collection Agent under the other provisions of this
Agreement. Furthermore, no Purchaser shall have any rights as a third-party
beneficiary or otherwise under any of the provisions hereof in respect of a
Purchaser Agent which is not the Purchaser Agent for such Purchaser.

          (d) In performing its functions and duties hereunder, the Agent shall
act solely as the agent of the Purchasers and the Purchaser Agents and does not
assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for the Seller or Collection Agent or any of their
successors and assigns. In performing its functions and duties hereunder, each
Purchaser Agent shall act solely as the agent of its respective Purchaser and
does not assume nor shall be deemed to have assumed any obligation or
relationship of trust or agency with or for the Seller, any Collection Agent,
any other Purchaser, any other Purchaser Agent or the Agent, or any of their
respective successors and assigns.

          Section 8.2. Delegation of Duties. The Agent may execute any of its
duties through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

          Section 8.3. Exculpatory Provisions. None of the Agent, any Purchaser
Agent or any of their respective directors, officers, agents or employees shall
be liable for any action taken or omitted (i) with the consent or at the
direction of the Instructing Group or (ii) in the absence of such Person's gross
negligence or willful misconduct. Neither the Agent nor any Purchaser Agent
shall be responsible to any Purchaser or other Person for (i) any recitals,
representations, warranties or other statements made by the Seller, any Swift
Entity or any of their Affiliates, (ii) the value, validity, effectiveness,
genuineness, enforceability or sufficiency of any Transaction Document, (iii)
any failure of the Seller, any Swift Entity or any of their Affiliates to
perform any obligation or (iv) the satisfaction of any condition specified in
Article VII. Neither the Agent nor any Purchaser Agent shall have any obligation
to any Purchaser to ascertain or inquire about the observance or performance of
any agreement contained in any Transaction


                                      -25-



Document or to inspect the properties, books or records of the Seller, any Swift
Entity or any of their Affiliates.

          Section 8.4. Reliance by Agent. (a) Each Purchaser Agent and the Agent
shall in all cases be entitled to rely, and shall be fully protected in relying,
upon any document, other writing or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person and upon
advice and statements of legal counsel (including counsel to the Seller),
independent accountants and other experts selected by the Agent. Each Purchaser
Agent and the Agent shall in all cases be fully justified in failing or refusing
to take any action under any Transaction Document unless it shall first receive
such advice or concurrence of the Purchasers, and assurance of its
indemnification, as it deems appropriate.

          (b) The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Purchasers or the Purchaser Agents, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all Purchasers, the Agent
and Purchaser Agents.

          (c) For each Purchaser Group, 66-2/3% of the Commitments represented
by such Purchaser Group (each, a "Voting Block"), shall be required to request
or direct the applicable Purchaser Agent to take action, or refrain from taking
action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement in accordance with a request of its appropriate Voting
Block, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of such Purchaser Agent's Purchasers.

          (d) Unless otherwise advised in writing by a Purchaser Agent or by any
Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party
to this Agreement may assume that (i) such Purchaser Agent is acting for the
benefit of each of the Purchasers in respect of which such Purchaser Agent is
identified as being the "Purchaser Agent" in the definition of "Purchaser Agent"
hereto, as well as for the benefit of each assignee or other transferee from any
such Person, and (ii) each action taken by such Purchaser Agent has been duly
authorized and approved by all necessary action on the part of the Purchasers on
whose behalf it is purportedly acting. Each initial Purchaser (or, with the
consent of all other Purchasers then existing, any other Purchasers) shall have
the right to designate a new Purchaser Agent (which may be itself) to act on its
behalf and on behalf of its assignees and transferees for purposes of this
Agreement by giving to the Agent written notice thereof signed by such
Purchaser(s) and the newly designated Purchaser Agent. Such notice shall be
effective when receipt thereof is acknowledged by the Agent, which
acknowledgment the Agent shall not unreasonably delay giving, and thereafter the
party named as such therein shall be Purchaser Agent for such Purchaser under
this Agreement. Each Purchaser Agent and its Purchaser(s) shall agree amongst
themselves as to the circumstances and procedures for removal and resignation of
such Purchaser Agent.

          Section 8.5. Assumed Payments. Unless the Agent shall have received
notice from the applicable Purchaser Agent before the date of any Incremental
Purchase that the applicable Purchaser Group will not make available to the
Agent (in the case of an Incremental Purchase) or


                                      -26-



the applicable Purchaser Agent (in the case of a Put) the amount it is scheduled
to remit as part of such Incremental Purchase, the Agent may assume such
Purchaser Group has made such amount available to the Agent when due (an
"Assumed Payment") and, in reliance upon such assumption, the Agent may (but
shall have no obligation to) make available such amount to the appropriate
Person. If and to the extent that any Purchaser shall not have made its Assumed
Payment available to the Agent, such Purchaser and the Seller hereby agrees to
pay the Agent forthwith on demand such unpaid portion of such Assumed Payment up
to the amount of funds actually paid by the Agent, together with interest
thereon for each day from the date of such payment by the Agent until the date
the requisite amount is repaid to the Agent, at a rate per annum equal to the
Federal Funds Rate plus 2%.

          Section 8.6. Notice of Termination Events. Neither any Purchaser Agent
nor the Agent shall be deemed to have knowledge or notice of the occurrence of
any Potential Termination Event unless the Agent or such Purchaser Agent has
received notice from any Purchaser or the Seller stating that a Potential
Termination Event has occurred hereunder and describing such Potential
Termination Event. In the event that the Agent receives such a notice, it shall
promptly give notice thereof to each Purchaser Agent whereupon each Purchaser
Agent shall promptly give notice thereof to its Purchasers. In the event that a
Purchaser Agent receives such a notice (other than from the Agent), it shall
promptly give notice thereof to the Agent. The Agent shall take such action
concerning a Potential Termination Event as may be directed by the Instructing
Group (or, in the case where there are only two Purchaser Groups and neither
Purchaser Group has a majority of the Commitments, either Purchaser Agent except
if the proposed action is a waiver of the consequences of the Potential
Termination Event, in which case such waiver shall require the consent of the
Instructing Group) (or, if otherwise required for such action, all of the
Purchasers), but until the Agent receives such directions, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
as the Agent deems advisable and in the best interests of the Purchasers and
Purchaser Agents.

          Section 8.7. Non-Reliance on Agent, Purchaser Agents and Other
Purchasers. Each Purchaser expressly acknowledges that none of the Agent, the
Purchaser Agents or any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Agent or any Purchaser Agent hereafter
taken, including any review of the affairs of the Seller or any Originator,
shall be deemed to constitute any representation or warranty by the Agent or
such Purchaser Agent, as applicable. Each Purchaser represents and warrants to
the Agent and the Purchaser Agents that, independently and without reliance upon
the Agent, Purchaser Agents or any other Purchaser and based on such documents
and information as it has deemed appropriate, it has made and will continue to
make its own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of the
Seller, any Originator, and the Receivables and its own decision to enter into
this Agreement and to take, or omit, action under any Transaction Document. The
Agent shall deliver each month to any Purchaser Agent that so requests a copy of
the Periodic Report(s) received covering the preceding calendar month. Except
for items specifically required to be delivered hereunder, the Agent shall not
have any duty or responsibility to provide any Purchaser Agent or Purchaser with
any information concerning the Seller, any Originator or any of their Affiliates
that comes into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


                                      -27-



          Section 8.8. Agents and Affiliates. Each of the Purchaser Agents, the
Purchasers and the Agent and their respective Affiliates may extend credit to,
accept deposits from and generally engage in any kind of banking, trust, debt,
entity or other business with the Seller, each Originator or any of their
Affiliates and ABN AMRO may exercise or refrain from exercising its rights and
powers as if it were not the Agent. With respect to the acquisition of the
Receivables pursuant to this Agreement, each of the Purchaser Agents and the
Agents shall have the same rights and powers under this Agreement as any
Purchaser and may exercise the same as though it were not such an agent, and the
terms "Purchaser" and "Purchasers" shall include each of the Purchaser Agents
and the Agent in their individual capacities.

          Section 8.9. Indemnification. Each Purchaser Group shall indemnify and
hold harmless the Agent and its officers, directors, employees, representatives
and agents (to the extent not reimbursed by the Seller or any Swift Entity and
without limiting the obligation of the Seller or any Swift Entity to do so),
ratably in accordance with its Ratable Share from and against any and all
liabilities, obligations, losses, damages, penalties, judgments, settlements,
costs, expenses and disbursements of any kind whatsoever (including in
connection with any investigative or threatened proceeding, whether or not the
Agent or such Person shall be designated a party thereto) that may at any time
be imposed on, incurred by or asserted against the Agent or such Person as a
result of, or related to, any of the transactions contemplated by the
Transaction Documents or the execution, delivery or performance of the
Transaction Documents or any other document furnished in connection therewith
(but excluding any such liabilities, obligations, losses, damages, penalties,
judgments, settlements, costs, expenses or disbursements resulting solely from
the gross negligence or willful misconduct of the Agent or such Person as
finally determined by a court of competent jurisdiction).

          Section 8.10. Successor Agent. The Agent may, upon at least five (5)
days notice to the Seller, each Purchaser Agent and each Purchaser, resign as
Agent. Such resignation shall not become effective until a successor agent is
appointed by the Instructing Group and has accepted such appointment. Upon such
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under the Transaction Documents. After any retiring
Agent's resignation hereunder, the provisions of Article VI and this Article
VIII shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Agent.

                                   ARTICLE IX
                                  MISCELLANEOUS

          Section 9.1. Termination. Each Conduit Purchaser shall cease to be a
party hereto when the Termination Date has occurred, such Conduit Purchaser
holds no Investment and all amounts payable to it hereunder have been
indefeasibly paid in full. This Agreement shall terminate following the
Termination Date when no Investment is held by a Purchaser and all other amounts
payable hereunder have been indefeasibly paid in full, but the rights and
remedies of the Agent, each Purchaser Agent and each Purchaser under Article VI
and Section 8.9 shall survive such termination.


                                      -28-



          Section 9.2. Notices. Unless otherwise specified, all notices and
other communications hereunder shall be in writing (including by telecopier or
other facsimile communication), given to the appropriate Person at its address
or telecopy number set forth on the signature pages hereof or at such other
address or telecopy number as such Person may specify, and effective when
received at the address specified by such Person. Each party hereto, however,
authorizes the Agent and each Purchaser Agent to act on telephone notices of
Purchases and Discount Rate and Tranche Period selections from any person the
Agent or such Purchaser Agent in good faith believes to be acting on behalf of
the relevant party and, at the Agent's or such Purchaser Agent's option, to tape
record any such telephone conversation. Each party hereto agrees to deliver
promptly a confirmation of each telephone notice given or received by such party
(signed by an authorized officer of such party), but the absence of such
confirmation shall not affect the validity of the telephone notice. The Agent's
or such Purchaser Agent's records of all such conversations shall be deemed
correct and, if the confirmation of a conversation differs in any material
respect from the action taken by the Agent or such Purchaser Agent, the records
of the Agent or such Purchaser Agent shall govern absent manifest error. The
number of days for any advance notice required hereunder may be waived (orally
or in writing) by the Person receiving such notice and, in the case of notices
to the Agent, the consent of each Person to which the Agent or such Purchaser
Agent is required to forward such notice.

          Section 9.3. Payments and Computations. Notwithstanding anything
herein to the contrary, any amounts to be paid or transferred by the Seller or
the Collection Agent to, or for the benefit of, any Purchaser or any other
Person shall be paid or transferred to the Agent (for the benefit of such
Purchaser or other Person). The Agent or appropriate Purchaser Agent shall
promptly (and, if reasonably practicable, on the day it receives such amounts)
forward each such amount to the Person entitled thereto and such Person shall
apply the amount in accordance herewith. All amounts to be paid or deposited
hereunder shall be paid or transferred on the day when due in immediately
available Dollars (and, if due from the Seller or Collection Agent, by 1:00 p.m.
(Chicago time), with amounts received after such time being deemed paid on the
Business Day following such receipt). The Seller hereby authorizes the Agent to
debit the Seller Account for application to any amounts owed by the Seller
hereunder. The Seller shall, to the extent permitted by law, pay to the Agent or
the appropriate Purchaser Agent upon demand, for the account of the applicable
Person, interest on all amounts not paid or transferred by the Seller or the
Collection Agent when due hereunder at a rate equal to the Prime Rate plus 2%,
calculated from the date any such amount became due until the date paid in full.
Any payment or other transfer of funds scheduled to be made on a day that is not
a Business Day shall be made on the next Business Day, and any Discount Rate or
interest rate accruing on such amount to be paid or transferred shall continue
to accrue to such next Business Day. All computations of interest, fees, and
Discount shall be calculated for the actual days elapsed based on a 360 day
year.

          Section 9.4. Sharing of Recoveries. Each Purchaser agrees that if it
receives any recovery, through set-off, judicial action or otherwise, on any
amount payable or recoverable hereunder in a greater proportion than should have
been received hereunder or otherwise inconsistent with the provisions hereof,
then the recipient of such recovery shall purchase for cash an interest in
amounts owing to the other Purchasers (as return of Investment or otherwise),
without representation or warranty except for the representation and warranty
that such interest is being sold by each such other Purchaser free and clear of
any Adverse Claim created or granted


                                      -29-



by such other Purchaser, in the amount necessary to create proportional
participation by the Purchasers in such recovery (as if such recovery were
distributed pursuant to Section 2.3). If all or any portion of such amount is
thereafter recovered from the recipient, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest.

          Section 9.5. Right of Setoff. During a Termination Event, each
Purchaser is hereby authorized (in addition to any other rights it may have) to
setoff, appropriate and apply (without presentment, demand, protest or other
notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by such Purchaser (including by any branches or
agencies of such Purchaser) to, or for the account of, the Seller against
amounts owing by the Seller hereunder (even if contingent or unmatured).

          Section 9.6. Amendments. Except as otherwise expressly provided
herein, no amendment or waiver hereof shall be effective unless signed by the
Seller, the Agent and the Instructing Group. In addition, no amendment of any
Transaction Document shall, without the consent of (a) all the Purchasers, (i)
extend the Termination Date or the date of any payment or transfer of
Collections by the Seller to the Collection Agent or by the Collection Agent to
the Agent or any Purchaser Agent, (ii) reduce the rate or extend the time of
payment of Discount for any Eurodollar Tranche or Prime Tranche, (iii) reduce or
extend the time of payment of any fee payable to the Related Bank Purchasers,
(iv) except as provided herein, release, transfer or modify any Related Bank
Purchaser's Purchase Interest or change any Commitment, (v) amend the definition
of Instructing Group, Termination Event or Section 1.1, 1.2, 1.5, 1.7(a), 2.1,
2.2, 2.3, 7.2 or 9.6, Article VI, Section 2.1 of the Transfer Agreement, or any
provision of the Limited Guaranty or any obligation of any Swift Entity
thereunder, (vi) consent to the assignment or transfer by the Seller or the
Originator of any interest in the Receivables other than transfers under the
Transaction Documents or permit any Swift Entity to transfer any of its
obligations under any Transaction Document except as expressly contemplated by
the terms of the Transaction Documents, or (vii) amend any defined term relevant
to the restrictions in clauses (i) through (vi) in a manner which would
circumvent the intention of such restrictions or (b) the Agent and each affected
Purchaser Agent, amend any provision hereof if the effect thereof is to affect
the indemnities to, or the rights or duties of, the Agent or any Purchaser Agent
or to reduce any fee payable for the Agent's or such Purchaser Agent's own
account. Notwithstanding the foregoing, the amount of any fee or other payment
due and payable from the Seller or the Collection Agent to the Agent (for its
own account), any Purchaser Agent or any Purchaser may be changed or otherwise
adjusted solely with the consent of the Seller and the party to which such
payment is payable. Any amendment hereof shall apply to each Purchaser equally
and shall be binding upon the Seller, the Purchaser Agents, the Purchasers and
the Agent.

          Section 9.7. Waivers. No failure or delay of the Agent, any Purchaser
Agent or any Purchaser in exercising any power, right, privilege or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right, privilege or remedy preclude any other or
further exercise thereof or the exercise of any other power, right, privilege or
remedy. Any waiver hereof shall be effective only in the specific instance and
for the specific purpose for which such waiver was given. After any waiver, the
Seller, the Purchasers, the Purchaser Agents and the Agent shall be restored to
their former position and rights and any Potential Termination Event waived
shall be deemed to be cured and not continuing, but no such


                                      -30-



waiver shall extend to (or impair any right consequent upon) any subsequent or
other Potential Termination Event. Any additional Discount that has accrued
after a Termination Event before the execution of a waiver thereof, solely as a
result of the occurrence of such Termination Event, may be waived by the Agent
or related Purchaser Agent at the direction of the Purchaser entitled thereto.

          Section 9.8. Successors and Assigns; Participations; Assignments.

          (a) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Except as otherwise provided herein, the Seller may not assign or
transfer any of its rights or delegate any of its duties without obtaining the
prior consent of the Agent, the Purchaser Agent and the Purchasers.

          (b) Participations. Any Purchaser may sell to one or more Persons
(each a "Participant") participating interests in the interests of such
Purchaser hereunder and under the Transfer Agreement. Such Purchaser shall
remain solely responsible for performing its obligations hereunder, and the
Seller, each Purchaser Agent and the Agent shall continue to deal solely and
directly with such Purchaser in connection with such Purchaser's rights and
obligations hereunder and under the Transfer Agreement. Each Participant shall
be entitled to the benefits of Article VI and shall have the right of setoff
through its participation in amounts owing hereunder to the same extent as if it
were a Purchaser hereunder and under the Transfer Agreement, which right of
setoff is subject to such Participant's obligation to share with the Purchasers
as provided in Section 9.4. A Purchaser shall not agree with a Participant to
restrict such Purchaser's right to agree to any amendment hereto or to the
Transfer Agreement, except amendments described in clause (a) of Section 9.6.

          (c) Assignments by Related Bank Purchasers. Any Related Bank Purchaser
may assign to one or more Persons ("Purchasing Related Bank Purchasers"),
acceptable to the Agent in its sole discretion, any portion of its Commitment as
a Related Bank Purchaser hereunder and under its Transfer Agreement and Purchase
Interest pursuant to a supplement hereto and to its Transfer Agreement (a
"Transfer Supplement") in form satisfactory to the Agent executed by each such
Purchasing Related Bank Purchaser, such selling Related Bank Purchaser and the
Agent. Any such assignment by a Related Bank Purchaser must be for an amount of
at least Five Million Dollars. Any partial assignment shall be an assignment of
an identical percentage of such selling Related Bank Purchaser's Investment and
its Commitment as a Related Bank Purchaser hereunder and under its Transfer
Agreement. Upon the execution and delivery to the Agent of the Transfer
Supplement and payment by the Purchasing Related Bank Purchaser to the selling
Related Bank Purchaser of the agreed purchase price, such selling Related Bank
Purchaser shall be released from its obligations hereunder and under its
Transfer Agreement to the extent of such assignment and such Purchasing Related
Bank Purchaser shall for all purposes be a Related Bank Purchaser party hereto
and shall have all the rights and obligations of a Related Bank Purchaser
hereunder to the same extent as if it were an original party hereto and to its
Transfer Agreement with a Commitment as a Related Bank Purchaser, any Investment
and any related Assigned Settlement described in the Transfer Supplement.


                                      -31-



          (d) Replaceable Related Bank Purchasers. If any Related Bank Purchaser
(a "Replaceable Related Bank Purchaser") shall (i) petition the Seller for any
amounts under Section 6.2 or (ii) have a short-term debt rating lower than the
"A-1" by S&P and "P-1" by Moody's, the Seller or applicable Conduit Purchaser
may designate a replacement financial institution (a "Replacement Related Bank
Purchaser") acceptable to the Agent and the applicable Conduit Purchaser, in its
sole discretion, to which such Replaceable Related Bank Purchaser shall, subject
to its receipt of an amount equal to its Investment, any related Assigned
Settlement, and accrued Discount and fees thereon (plus, from the Seller, any
Early Payment Fee that would have been payable if such transferred Investment
had been paid on such date) and all amounts payable under Section 6.2, promptly
assign all of its rights, obligations and Related Bank Purchaser Commitment
hereunder and under the Transfer Agreement, together with all of its Purchase
Interest, and any related Assigned Settlement, to the Replacement Related Bank
Purchaser in accordance with Section 9.8(c).

          (e) Assignment by Conduit Purchasers. Each party hereto agrees and
consents (i) to each Conduit Purchaser's assignment, participation, grant of
security interests in or other transfers of any portion of or any of its
beneficial interest in, the Purchase Interest and the related Assigned
Settlement and (ii) to the complete assignment by such Conduit Purchaser of all
of its rights and obligations hereunder to any Person reasonably acceptable to
Agent, and upon such assignment such Conduit Purchaser shall be released from
all obligations and duties hereunder; provided, however, that a Conduit
Purchaser may not, without the prior consent of its Related Bank Purchaser,
transfer any of its rights under the related Transfer Agreement to cause its
Related Bank Purchaser to purchase the Purchaser Interest of such Conduit
Purchaser and the Assigned Settlement unless the assignee (i) is a corporation
whose principal business is the purchase of assets similar to the Receivables,
(ii) has the related Purchaser Agent as its administrative agent and (iii)
issues commercial paper with credit ratings substantially comparable to the then
current ratings of such Conduit Purchaser. Each new Conduit Purchaser shall pay
a fee of Three Thousand Dollars to the Agent. Each Conduit Purchaser shall
notify the Seller prior to any such assignment and shall promptly notify each
other party hereto of any such assignment. Upon such an assignment of any
portion of a Conduit Purchaser's Purchase Interest and the related Assigned
Settlement and the payment to the Agent of the fee specified above, the assignee
shall have all of the rights of such Conduit Purchaser hereunder relate to such
Purchase Interest and related Assigned Settlement.

          (f) Opinions of Counsel. If required by the Agent or to maintain the
Ratings, each Transfer Supplement must be accompanied by an opinion of counsel
of the assignee as to such matters as the Agent or such Purchaser Agent may
reasonably request.

          Section 9.9. Intended Tax Characterization. It is the intention of the
parties hereto that, for the purposes of all Taxes, the transactions
contemplated hereby shall be treated as a loan by the Purchasers (through the
Agent) to the Seller that is secured by the Receivables (the "Intended Tax
Characterization"). The parties hereto agree to report and otherwise to act for
the purposes of all Taxes in a manner consistent with the Intended Tax
Characterization. As provided in Section 5.1(g), the Seller hereby grants to the
Agent, for the ratable benefit of the Purchasers, a security interest in all
Receivables and Collections to secure the payment of all amounts other


                                      -32-



than Investment owing hereunder and (to the extent of the Sold Interest) to
secure the repayment of all Investment.

          Section 9.10. Confidentiality. The parties hereto agree to hold the
Transaction Documents or any other confidential or proprietary information
received in connection therewith in confidence and agree not to provide any
Person with copies of any Transaction Document or such other confidential or
proprietary information other than to (i) any officers, directors, members,
managers, employees or outside accountants, auditors or attorneys thereof, (ii)
any prospective or actual assignee or participant which (in each case) has
signed a confidentiality agreement substantially in the form of the
confidentiality agreement signed by the Agent prior to the date hereof, (iii)
any rating agency, (iv) any surety, guarantor or credit or liquidity enhancer to
the Agent, any Purchaser Agent or any Purchaser which (in each case) has signed
a confidentiality agreement substantially in the form of the confidentiality
agreement signed by the Agent prior to the date hereof, (v) Conduit Purchaser's
administrator, management company, referral agents, issuing agents or
depositaries or CP Dealers and (vi) Governmental Authorities with appropriate
jurisdiction. Notwithstanding the above stated obligations, provided that the
other parties hereto are given notice of the intended disclosure or use, the
parties hereto will not be liable for disclosure or use of such information
which such Person can establish by tangible evidence: (i) was required by law,
including pursuant to a valid subpoena or other legal process, (ii) was in such
Person's possession or known to such Person prior to receipt or (iii) is or
becomes known to the public through disclosure in a printed publication (without
breach of any of such Person's obligations hereunder). In addition, the
foregoing provisions of this Section 9.10 shall not prevent any party hereto
from delivering any Transaction Document to any Person upon request if such
Transaction Document was publicly filed by such party pursuant to the
requirements of any Governmental Authority.

          Section 9.11. Agreement Not to Petition. Each party hereto agrees, for
the benefit of the holders of the privately or publicly placed indebtedness for
borrowed money for each Conduit Purchaser, not, prior to the date which is one
(1) year and one (1) day after the payment in full of all such indebtedness, to
acquiesce, petition or otherwise, directly or indirectly, invoke, or cause such
Conduit Purchaser to invoke, the process of any governmental authority for the
purpose of (a) commencing or sustaining a case against such Conduit Purchaser
under any federal or state bankruptcy, insolvency or similar law (including the
Federal Bankruptcy Code), (b) appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official for such Conduit
Purchaser, or any substantial part of its property, or (c) ordering the winding
up or liquidation of the affairs of such Conduit Purchaser. The provisions of
this Section 9.11 shall survive termination hereof.

          Section 9.12. Excess Funds. Notwithstanding any provisions contained
in this Agreement to the contrary, no Conduit Purchaser shall, nor shall be
obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit
Purchaser has received funds which may be used to make such payment and which
funds are not required to repay its commercial paper notes when due and (ii)
after giving effect to such payment, either (x) such Conduit Purchaser could
issue commercial paper notes to refinance all of its outstanding commercial
paper notes (assuming such outstanding commercial paper notes matured at such
time) in accordance with the program documents governing such Conduit
Purchaser's securitization program or (y) all of such Conduit


                                      -33-



Purchaser's commercial paper notes are paid in full. Any amount which a Conduit
Purchaser does not pay pursuant to the operation of the preceding sentence shall
not constitute a claim (as defined in Section 101 of the United States
Bankruptcy Code) against or corporate obligation of such Conduit Purchaser for
any such insufficiency unless and until such Conduit Purchaser satisfies the
provisions of clauses (i) and (ii) above. The provisions of this Section 9.12
shall survive the termination of this Agreement.

          Section 9.13. No Recourse. The obligations of each Conduit Purchaser,
its management company, its administrator and its referral agents (each a
"Program Administrator") under any Transaction Document or other document (each,
a "Program Document") to which a Program Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate, director, officer, member, manager,
employee, attorney or agent of any Program Administrator.

          Section 9.14. Headings; Counterparts. Article and Section Headings in
this Agreement are for reference only and shall not affect the construction of
this Agreement. This Agreement may be executed by different parties on any
number of counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one and the same agreement.

          Section 9.15. Cumulative Rights and Severability. All rights and
remedies of the Purchasers, Purchaser Agents and Agent hereunder shall be
cumulative and non-exclusive of any rights or remedies such Persons have under
law or otherwise. Any provision hereof that is prohibited or unenforceable in
any jurisdiction shall, in such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof and without affecting such provision in any other
jurisdiction.

          Section 9.16. Governing Law; Submission to Jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. THE SELLER HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR
RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
The Seller hereby irrevocably waives, to the fullest extent permitted by law,
any objection it may now or hereafter have to the venue of any such proceeding
and any claim that any such proceeding has been brought in an inconvenient
forum. Nothing in this Section 9.16 shall affect the right of the Agent or any
Purchaser to bring any action or proceeding against the Seller or its property
in the courts of other jurisdictions.

          Section 9.17. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH,
ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

          Section 9.18. Entire Agreement. The Transaction Documents constitute
the entire understanding of the parties thereto concerning the subject matter
thereof. Any previous or


                                      -34-



contemporaneous agreements, whether written or oral, concerning such matters are
superseded thereby.

          Section 9.19. Seller Address Change. The parties hereto hereby
acknowledge that as of the date hereof, the Seller has changed the address of
its chief executive office to that set forth on its signature page hereto.


                                      -35-



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

                                        ABN AMRO BANK N.V., as the Agent


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

                                        540 West Madison
                                        27th Floor
                                        Chicago, Illinois 60661
                                        Attention: Agent-Amsterdam
                                        Telephone: (312) 904-6263
                                        Telecopy: (312) 904-4350


                                        ABN AMRO BANK N.V., as the Related Bank
                                        Purchaser for Amsterdam and as the
                                        Amsterdam Purchaser Agent


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

                                        540 West Madison
                                        27th Floor
                                        Chicago, Illinois 60661
                                        Attention: Purchaser Agent-Amsterdam
                                        Telephone: (312) 904-6263
                                        Telecopy: (312) 904-4350


                                       S-1



                                        AMSTERDAM FUNDING CORPORATION


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

                                        c/o Global Securitization Services, LLC
                                        25 West 43rd Street, Suite 704
                                        New York, New York 10036
                                        Attention: Andrew Stidd
                                        Telephone: (212) 302-8330
                                        Telecopy: (212) 302-8767


                                       S-2



                                        SUNTRUST CAPITAL MARKETS, as the Three
                                        Pillars Purchaser Agent


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

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

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

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


                                        THREE PILLARS FUNDING LLC


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

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

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

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


                                       S-3



                                        SWIFT RECEIVABLES CORPORATION, as Seller


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

                                        2200 South 75th Avenue
                                        Building B
                                        Phoenix, Arizona 85043
                                        Attention: Vice President
                                        Telephone: (623) 907-7406
                                        Telecopy: (623) 907-7503


                                        SWIFT TRANSPORTATION CORPORATION,
                                        as Initial Collection Agent


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

                                        2200 South 75th Avenue
                                        Phoenix, AZ 85043
                                        Attention: William F. Riley III
                                        Telephone: (623) 907-7406
                                        Telecopy: (623) 907-7503


                                       S-4



                                        SUNTRUST BANK, as the Related Bank
                                        Purchaser for Three Pillars


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:

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

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

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


                                       S-5



                                   SCHEDULE I
                                   DEFINITIONS

          The following terms have the meanings set forth, or referred to,
below:

          "ABN AMRO" means ABN AMRO Bank N.V. in its individual capacity and not
in its capacity as the Agent.

          "Adverse Claim" means, for any asset or property of a Person, a lien,
security interest, charge, mortgage, pledge, hypothecation, assignment or
encumbrance, or any other right or similar claim, in, of or on such asset or
property in favor of any other Person, except those created by the Transaction
Documents.

          "Affiliate" means, for any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person. For purposes of this definition, "control" means the power,
directly or indirectly, to either (i) vote twenty percent (20%) or more, or with
respect to Transplace, Inc. vote thirty percent (30%) or more, of the securities
having ordinary voting power for the election of directors of a Person or (ii)
cause the direction of the management and policies of a Person.

          "Agent" is defined in the first paragraph hereof.

          "Agent's Account" means the account designated to the Seller and the
Purchasers by the Agent.

          "Aggregate Commitment" means the aggregate of all Commitments of each
Purchaser Group, as such amount may be reduced pursuant to Section 1.6.

          "Aggregate Investment" means the sum of the Investments of all
Purchasers.

          "Aggregate Reserve" means, at any time at which such amount is
calculated, the sum of the Loss Reserve, Dilution Reserve and Discount Reserve.

          "Allocated Commercial Paper" means commercial paper notes issued by
each Conduit Purchaser for a tenor and in an amount specifically requested by
any Person in connection with a Receivable Purchase Facility.

          "Amsterdam" is defined in the first paragraph hereof.

          "Approved Foreign Obligor" means an Obligor which is a resident of, or
organized under the laws of, or with its chief executive office in, Canada or
Mexico, in each case, to the extent that such country has a short-term foreign
currency rating of not less than "A-3" from S&P and "P-3" from Moody's.



          "Assigned Settlement" means, for each Related Bank Purchaser for any
Put, the product of such Related Bank Purchaser's Purchased Percentage and the
amount of the Conduit Purchaser Settlement being transferred pursuant to such
Put.

          "Bankruptcy Event" means, for any Person, that (a) such Person makes a
general assignment for the benefit of creditors or any proceeding is instituted
by or against such Person seeking to adjudicate it bankrupt or insolvent, or
seeking the liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or any substantial part of its property or (b) such
Person takes any corporate action to authorize any such action.

          "Break Funding Costs" means for any Pool Funded Purchase Interest
amounts payable to a Conduit Purchaser under the applicable Receivables Purchase
Facility in connection with any prepayment or amortization if amounts payable
thereunder in excess of the amount of the investment or loan prepaid or
amortized and accrued and unpaid interest or discount thereon.

          "Business Day" means any day other than (a) a Saturday, Sunday or
other day on which banks in New York City, New York or Chicago, Illinois are
authorized or required to close, (b) a holiday on the Federal Reserve calendar
and, (c) solely for matters relating to a Eurodollar Tranche, a day on which
dealings in Dollars are not carried on in the London interbank market.

          "Charge-Off" means any Receivable that has or should have been (in
accordance with the Credit and Collection Policy) charged off or written off by
the Seller.

          "Charge-Off Ratio" means, for any calendar month, the ratio (expressed
as a percentage) of the outstanding balance of Charge-Offs made during the
immediate preceding twelve calendar months to the average aggregate outstanding
principal balance of all Receivables as of the last day of each of the
immediately preceding twelve calendar months.

          "Collection" means any amount paid, or deemed paid, on a Receivable or
by the Seller as a Deemed Collection under Section 1.5(b).

          "Collection Agent" is defined in Section 3.1(a).

          "Collection Agent Fee" is defined in Section 3.6.

          "Collection Agent Replacement Event" means the occurrence of any one
or more of the following:

          (a) the Collection Agent (or any sub-collection agent) fails to
observe or perform any material term, covenant or agreement under any
Transaction Document and such failure remains unremedied for thirty days;


                                      -2-



          (b) any written representation, warranty, certification or statement
made by the Collection Agent in, or pursuant to, any Transaction Document proves
to have been incorrect in any material adverse respect when made; provided that
if any such representation, warranty, certification or statement has been
subsequently remedied (such that if made or given as of the date of remedy it is
no longer incorrect in any material respect) and such breach has caused no
material adverse effect on the rights or interests of any Purchaser under this
Agreement, such breach shall no longer constitute a Collection Agent Replacement
Event; or

          (c) the Collection Agent suffers a Bankruptcy Event.

          "Commitment" means, for each Related Bank Purchaser, the amount set
forth on Schedule II for such Conduit Purchaser or in a Transfer Supplement, and
for each Purchaser Group, the amount set forth on Schedule II for such Purchaser
Group, in each case as adjusted in accordance with Sections 1.6 and 9.8.

          "Commitment Percentage" means, for each Related Bank Purchaser in a
Purchaser Group, the Commitment for such Related Bank Purchaser divided by the
total of all Commitments of all Related Bank Purchasers in such Purchaser Group.

          "Concentration Limit" means (i) with respect to Obligors with senior
unsecured long-term indebtedness rate A- (or higher) by S&P and A3 (or higher)
by Moody's, an amount not to exceed 10% of the aggregate outstanding balance of
all Eligible Receivables, (ii) with respect to Obligors that do not satisfy the
requirements of clause (i) above but have senior unsecured long-term
indebtedness rated BBB- (or higher) by S&P and Baa3 (or higher) by Moody's, an
amount not to exceed 5% of the aggregate outstanding balance of all Eligible
Receivables, and (iii) with respect to all other Obligors, an amount not to
exceed 2.5% of the aggregate outstanding balance of all Eligible Receivables.

          "Conduit Purchaser" means each Person party to this Agreement and
listed as such on Schedule II hereto and each other Person that becomes a
Conduit Purchaser pursuant to a Transfer Supplement.

          "Conduit Purchaser Investment Percentage" means a fraction, expressed
as a decimal, obtained by dividing the Investment of a Conduit Purchaser by the
Investment of all Purchasers.

          "Conduit Purchaser Settlement" means the sum of all claims and rights
to payment pursuant to Section 1.5 or 1.7 or any other provision owed to a
Conduit Purchaser (or owed to the Agent or Purchaser Agent or the Collection
Agent for the benefit of a Conduit Purchaser) by the Seller that, if paid, would
be applied to reduce Investment.

          "CP Dealer" means, at any time for each Conduit Purchaser, each Person
such Conduit Purchaser then engages as a placement agent or commercial paper
dealer.

          "CP Discount" means, for any Discount Period, the amount of interest
or discount accrued, during such Discount Period on all the outstanding
commercial paper, or portion


                                      -3-



thereof, issued by the applicable Conduit Purchaser to fund its Investment,
including all dealer commissions and other costs of issuing commercial paper,
whether any such commercial paper was issued specifically to fund such
Investment or is allocated, in whole or in part, to such funding.

          "CP Rate" means, for any Conduit Purchaser for any CP Tranche Period,
a rate per annum equal to (a) the weighted average of the rates at which
commercial paper notes having a term equal to such CP Tranche Period may be sold
by any CP Dealer selected by such Conduit Purchaser, as agreed between each such
CP Dealer and such Conduit Purchaser, plus (b) on or after the occurrence of a
Termination Event, 2%. If such rate is a discount rate, the CP Rate shall be the
rate resulting from such Conduit Purchaser's converting such discount rate to an
interest-bearing equivalent rate. The CP Rate shall include all costs and
expenses to each Conduit Purchaser of issuing the related commercial paper
notes, including all dealer commissions and note issuance costs in connection
therewith.

          "Credit Agreement" means the Second Amended and Restated Revolving
Credit Agreement dated as of December 16, 2005 among Swift Transportation Co.,
Inc., an Arizona corporation, as Borrower, Swift Transportation Corporation, a
Nevada corporation, the lenders from time to time party thereto, as Lenders,
SunTrust Bank, as Administrative Agent, Wells Fargo Bank, National Association
and Keybank National Association, as Co-Syndication Agents and U.S. Bank
National Association and LaSalle Bank National Association, as Co-Documentation
Agents, as the same may be amended from time to time; provided that if the
Credit Agreement shall be terminated or otherwise cease to be in full force and
effect at any time, the Applicable Margin shall be calculated in accordance with
the terms of the Credit Agreement as in effect immediately prior to such
termination.

          "Credit and Collection Policy" means the Seller's credit and
collection policy and practices relating to Receivables attached hereto as
Exhibit I.

          "Deemed Collections" is defined in Section 1.5(c).

          "Default Ratio" means at the end of any month for the three-month
period then ended, the ratio (expressed as a percentage), of (a) the sum of the
aggregate outstanding balance of all Defaulted Receivables at the end of each
calendar month during such period to (b) the sum of the aggregate outstanding
balance of all Receivables at the end of each calendar month.

          "Defaulted Receivable" means any Receivable (a) on which any amount is
unpaid more than 90 days past its invoice date or (b) the Obligor on which has
suffered a Bankruptcy Event.

          "Delinquency Ratio" means, at the end of any month for the three-month
period then ended, the ratio (expressed as a percentage), of (a) the aggregate
outstanding balance of all Delinquent Receivables as of the end of each month
during such period to (b) the sum of the aggregate outstanding balance of all
Receivables as of the end of such calendar month.

          "Delinquent Receivable" means any Receivable (other than a Charge-Off
or Defaulted Receivable) on which any amount is unpaid more than 60 days past
its invoice date.


                                      -4-



          "Designated Financial Officer" means the chief financial officer or
chief accounting officer of the Seller or the relevant Swift Entity, as
applicable.

          "Dilution Horizon Ratio" means, for each calendar month, a fraction
(expressed as a ratio) the numerator of which is the aggregate Outstanding
Balance of Receivables generated by the Originators during the most recent two
calendar month period and the denominator of which is the Eligible Receivables
Balance as of the last day of such calendar month.

          "Dilution Ratio" means, for each calendar month, a fraction (expressed
as a ratio) the numerator of which is the amount of Dilution for such calendar
month, and the denominator of which is aggregate Outstanding Balance of
Receivables generated by the Originators during the calendar month ended
immediately prior to such calendar month.

          "Dilution Reserve" means at any time the product of (A) the sum of (i)
the Dilution Reserve Stress Factor, times the average Dilution Ratio for the
most recent 12 calendar months, plus (ii) the product of (x) the excess (if any)
of the highest Dilution Ratio for the most recent 12 calendar months and the
average Dilution Ratio for the same 12 calendar months and (y) the quotient of
the highest Dilution Ratio for the most recent 12 calendar months divided by the
average Dilution Ratio for the same 12 calendar months, and (B) the Dilution
Horizon Ratio for the most recently completed calendar month.

          "Dilution Reserve Stress Factor" shall mean 2.0.

          "Dilution" means, for any calendar month, the amount Deemed
Collections deemed to be received during such calendar month pursuant to Section
1.5(b).

          "Discount" means, for any Tranche Period, (a) the product of (i) the
Discount Rate for such Tranche Period, (ii) the total amount of Investment
allocated to the Tranche Period, and (iii) the number of days elapsed during the
Tranche Period divided by (b) 360 days.

          "Discount Period" means, with respect to any Settlement Date or the
Termination Date, the period from and including the preceding Settlement Date
(or if none, the date that the first Incremental Purchase is made hereunder) to
but not including such Settlement Date or Termination Date, as applicable.

          "Discount Rate" means, (i) for any Tranche Period relating to a CP
Tranche, the CP Rate applicable thereto, (ii) for any Tranche Period relating to
a Eurodollar Tranche, the Eurodollar Rate applicable thereto and (iii) for any
Tranche Period relating to a Prime Tranche, the Prime Rate applicable thereto.

          "Discount Reserve" means, at any time, the product of (a) 1.5
multiplied by (b) the rate announced by ABN AMRO as its "Prime Rate" (which may
not be its best or lowest rate) plus 1% multiplied by (c) Aggregate Investment
multiplied by (d) a fraction, the numerator of which is the average of the
Turnover Ratios calculated for the immediately preceding three calendar months
and the denominator of which is 360.


                                      -5-



          "Dollar" and "$" means lawful currency of the United States of
America.

          "Early Payment Fee" means, if any Investment of a Purchaser allocated
(or, in the case of a requested Purchase not made by the Related Bank Purchasers
for any reason other than their default, scheduled to be allocated) to a Tranche
Period for a CP Tranche or Eurodollar Tranche is reduced or terminated before
the last day of such Tranche Period (the amount of Investment so reduced or
terminated being referred to as the "Prepaid Amount"), the cost to the relevant
Purchaser of terminating or reducing such Tranche, which (a) for a CP Tranche
means any compensation payable in prepaying the related commercial paper or, if
not prepaid, any shortfall between the amount that will be available to the
applicable Conduit Purchaser on the maturity date of the related commercial
paper from reinvesting the Prepaid Amount in Permitted Investments and the Face
Amount of such commercial paper and (b) for a Eurodollar Tranche will be
determined based on the difference between the LIBOR applicable to such Tranche
and the LIBOR applicable for a period equal to the remaining maturity of the
Tranche on the date the Prepaid Amount is received.

          "Eligible Receivable" means, at any time, any Receivable:

          (i) the Obligor of which (a) is a resident of, or organized under the
     laws of, or with its chief executive office in, the USA or is an Approved
     Foreign Obligor; (b) is not an Affiliate of any of the parties hereto or
     the Originator; (c) is not a government or a governmental subdivision or
     agency; (d) has not suffered a Bankruptcy Event; (e) is a customer of the
     Originator in good standing; and (f) does not have more than 35% in
     aggregate principal amount of its Receivables that are Defaulted
     Receivables or Receivables that became Charge-Offs;

          (ii) which is stated to be due and payable within 30 days after the
     invoice therefor; provided that notwithstanding the foregoing Receivables
     stated to be due and payable within more than 30 days after the invoice
     therefor shall not be deemed ineligible as a result of this clause (ii) to
     the extent the Outstanding Balance of such Receivables does not exceed 5%
     of the Eligible Receivables Balance;

          (iii) which is not a Defaulted Receivable or a Charge-Off;

          (iv) which is an "account" or "chattel paper" within the meaning of
     Section 9-105 and Section 9-106, respectively of the UCC of all applicable
     jurisdictions;

          (v) which is denominated and payable only in Dollars in the USA;

          (vi) which constitutes the legal, valid and binding obligation of the
     related Obligor enforceable against such Obligor in accordance with its
     terms subject to no dispute, offset, counterclaim, defense or other Adverse
     Claim, and is not an executory contract or unexpired lease within the
     meaning of Section 365 of the Bankruptcy Code;

          (vii) which arises under a contract that (a) contains an obligation to
     pay a specified sum of money and is subject to no contingencies, (b) does
     not require the Obligor under such contract to consent to the transfer,
     sale or assignment of the rights and duties of the Originator under such


                                      -6-



     contract, (c) does not contain a confidentiality provision that purports to
     restrict any Purchaser's exercise of rights under this Agreement,
     including, without limitation, the right to review such contract and (d)
     directs that payment be made to a Lock-Box or other collection account;

          (viii) which does not, in whole or in part, contravene any law, rule
     or regulation applicable thereto (including, without limitation, those
     relating to usury, truth in lending, fair credit billing, fair credit
     reporting, equal credit opportunity, fair debt collection practices and
     privacy);

          (ix) which satisfies all applicable requirements of the Credit and
     Collection Policy and was generated in the ordinary course of the
     Originator's business from the provision of transportation services to a
     related Obligor solely by the Originator; and

          (x) the purchase of which with proceeds of notes would constitute a
     "current transaction" within the meaning of Section 3(a)(3) of the
     Securities Act of 1933.

          "Eligible Receivable Balance" means, at any time, the aggregate
outstanding principal balance of all Eligible Receivables minus (i) the portion
of the aggregate outstanding balance of Eligible Receivables which exceeds the
Concentration Limit or the Special Limit and (ii) the portion of the aggregate
outstanding balance of Eligible Receivables the Obligors of which are Approved
Foreign Obligors which exceeds 3% of the aggregate outstanding balance of all
Eligible Receivables.

          "Eurodollar Rate" means, for any Tranche Period for a Eurodollar
Tranche, the sum of (a) LIBOR for such Tranche Period divided by 1 minus the
"Reserve Requirement" plus (b) the "Applicable Margin" (as defined in the Credit
Agreement) applicable to Eurodollar Loans (as defined in the Credit Agreement)
plus (c) 0.50% plus (d) during the pendency of a Termination Event, 2.00%; where
"Reserve Requirement" means, for any Tranche Period for a Eurodollar Tranche,
the maximum reserve requirement imposed during such Tranche Period on
"eurocurrency liabilities" as currently defined in Regulation D of the Board of
Governors of the Federal Reserve System.

          "Face Amount" means the face amount of any commercial paper issued by
a Conduit Purchaser on a discount basis or, if not issued on a discount basis,
the principal amount of such note and interest scheduled to accrue thereon to
its stated maturity.

          "Federal Funds Rate" means, with respect to each Purchaser Group, for
any day the greater of (i) the highest rate per annum as determined by the
applicable Purchaser Agent at which overnight Federal funds are offered to such
Purchaser Agent for such day by major banks in the interbank market, and (ii) if
such Purchaser Agent is borrowing overnight funds from a Federal Reserve Bank
that day, the highest rate per annum at which such overnight borrowings are made
on that day. Each determination of the Federal Funds Rate by a Purchaser Agent
shall be conclusive and binding on the Seller except in the case of manifest
error.

          "Fee Letter" means, for each Purchaser Group, the letter agreement
dated as of the date hereof among the Seller and the Purchaser Agent for such
Purchaser Group.


                                      -7-



          "Funding Agreement" means any agreement or instrument executed by a
Conduit Purchaser and executed by or in favor of any Funding Source or executed
by any Funding Source at the request of such Conduit Purchaser.

          "Funding Charges" means, for each day, the sum of (i) discount accrued
on Pooled Commercial Paper on such day, plus (ii) any and all accrued
commissions in respect of placement agents and commercial paper dealers in
respect of such Pooled Commercial Paper for such day, plus (iii) issuing and
paying agents' fees incurred on such Pooled Commercial Paper for such day, plus
(iv) other costs associated with funding small or odd-lot amounts with respect
to all Receivable Purchase Facilities which are funded by Pooled Commercial
Paper for such day, minus (v) any accrual of income net of expenses received on
such day from investment of collections received under all Receivable Purchase
Facilities funded with Pooled Commercial Paper, minus (vi) any payment received
on such day net of expenses in respect of Break Funding Costs related to the
prepayment of any Purchase Interests held by a Conduit Purchaser pursuant to the
terms of any Receivable Purchase Facilities funded substantially with Pooled
Commercial Paper.

          "Funding Source" means, for a Conduit Purchaser, any insurance
company, bank or other financial institution providing liquidity, back-up
purchase or credit support for such Conduit Purchaser.

          "GAAP" means generally accepted accounting principles in the USA,
applied on a consistent basis.

          "Governmental Authority" means any (a) Federal, state, municipal or
other governmental entity, board, bureau, agency or instrumentality, (b)
administrative or regulatory authority (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

          "Incremental Purchase" is defined in Section 1.1(b).

          "Initial Collection Agent" is defined in the first paragraph hereof.

          "Instructing Group" means (i) at any time there are three or more
Purchaser Groups, the Purchaser Agents representing Purchaser Groups with at
least 66- 2/3% of the Commitments and (ii) at any time there are fewer than
three Purchaser Groups, the Purchaser Agents representing Purchaser Groups with
100% of the Commitments.

          "Intended Tax Characterization" is defined in Section 9.9.

          "Interim Liquidation" means any time before the Liquidity Termination
Date during which no Reinvestment Purchases are made by any Purchaser, as
established pursuant to Section 1.2.

          "Investment" means, for each Purchaser (or Purchaser Group), (a) the
sum of (i) all Incremental Purchases by such Purchaser (or Purchaser Group) and
(ii) the aggregate amount of


                                      -8-



any payments or exchanges made by, or on behalf of, such Purchaser (or Purchaser
Group) to any other Purchaser to acquire Investment from such other Purchaser
minus (b) all Collections, amounts received from other Purchasers and other
amounts received or exchanged and, in each case, applied by the Agent or such
Purchaser (or Purchaser Group) to reduce such Purchaser's Investment. A
Purchaser's Investment shall be restored to the extent any amounts so received
or exchanged and applied are rescinded or must be returned for any reason.

          "LIBOR" means, for any Tranche Period for a Eurodollar Tranche or
other time period, the rate per annum (rounded upwards, if necessary, to the
next higher one hundred-thousandth of a percentage point) for deposits in
Dollars for a period equal to such Tranche Period or other period, which appears
on Page 3750 of the Telerate Service (or any successor page or successor service
that displays the British Bankers' Association Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) two Business Days
before the commencement of such Tranche Period or other period. If for any
Tranche Period for a Eurodollar Tranche no such displayed rate is available (or,
for any other period, if such displayed rate is not available or the need to
calculate LIBOR is not notified to the Agent at least 3 Business Days before the
commencement of the period for which it is to be determined), the Agent shall
determine such rate based on the rates ABN AMRO is offered deposits of such
duration in the London interbank market.

          "Limited Guaranty" means the Limited Guaranty, [dated the date
hereof], by the Parent and the Originator in favor of the Agent.

          "Liquidation Period" means, for each Conduit Purchaser, all times when
such Conduit Purchaser is not making Reinvestment Purchases pursuant to Section
1.1(d) and, for all Purchasers, all times (x) during an Interim Liquidation and
(y) on and after the Termination Date.

          "Liquidity Bank" means any commercial lending institution identified
as a Liquidity Bank on Schedule I hereto.

          "Lock-Box" means each post office box or bank box listed on Exhibit F,
as revised pursuant to Section 5.1(i).

          "Lock-Box Account" means each account maintained by the Collection
Agent at a Lock-Box Bank for the purpose of receiving or concentrating
Collections.

          "Lock-Box Agreement" means each agreement between the Collection Agent
and a Lock-Box Bank concerning a Lock-Box Account.

          "Lock-Box Bank" means each bank listed on Exhibit F, as revised
pursuant to Section 5.1(i).

          "Lock-Box Letter" means a letter in substantially the form of Exhibit
G (or otherwise acceptable to the Agent) from the Seller and the Collection
Agent to each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and
the Agent.


                                      -9-



          "Loss Horizon Ratio" means, for each calendar month, a fraction
(expressed as a ratio) the numerator of which is the aggregate Outstanding
Balance of Receivables generated by the Originators during the most recent four
calendar month period and the denominator of which is the Eligible Receivables
Balance as of the last day of such calendar month.

          "Loss Proxy" means, for each calendar month, a fraction (expressed as
a ratio) the numerator of which is equal to the sum of (i) the Outstanding
Balance of Receivables which are unpaid at least 120 and not more than 150 days
past the invoice date of such Receivables as of the last day of such calendar
months plus (ii) the Outstanding Balance of all Receivables which became
Charge-Offs during such calendar month together with all Receivables deemed
uncollectible by Swift during such calendar month plus (iii) the Outstanding
Balance of all Receivables the Obligor of which suffered a Bankruptcy Event
during such calendar month, and the denominator the four months prior aggregate
Outstanding Balance of Receivables generated by the Originators during the most
recent four calendar month period.

          "Loss Reserve" shall equal the greater of (A) 10.0% and (B) the
product of (i) Loss Reserve Stress Factor, (ii) the highest rolling three-month
average Loss Proxy during the most recent 12 calendar months, and (iii) the Loss
Horizon Ratio as of the most recently completed calendar month.

          "Loss Reserve Stress Factor" shall be 2.25; provided that the Loss
Reserve Stress Factor shall be reduced to 2.0 upon the written notification to
the Seller from the Agent of the Agent's and each Purchaser's receipt of
sufficient data to fully calculate the Loss Proxy for the most recent 12
calendar months.

          "Matured Aggregate Investment" means, at any time, the Matured Value
of the total Investments of all Purchasers then outstanding.

          "Matured Value" means, of any Investment, the sum of such Investment
and all unpaid Discount scheduled to become due (whether or not then due) on
such Investment during all Tranche Periods to which any portion of such
Investment has been allocated.

          "Maximum Incremental Purchase Amount" means, at any time, the lesser
of (a) the difference between the Purchase Limit and the Aggregate Investment
then outstanding and (b) the difference between the Aggregate Commitment and the
Matured Aggregate Investment then outstanding.

          "Moody's" means Moody's Investors Service, Inc.

          "Obligor" means, for any Receivable, each Person obligated to pay such
Receivable and each guarantor of such obligation.

          "Originator" means Swift Transportation Corporation, a Nevada
corporation.

          "Parent" means Swift Transportation Co., Inc., a Nevada corporation.


                                      -10-



          "Periodic Report" is defined in Section 3.3.

          "Permitted Investments" shall mean (a) evidences of indebtedness,
maturing not more than thirty (30) days after the date of purchase thereof,
issued by, or the full and timely payment of which is guaranteed by, the full
faith and credit of, the federal government of the United States of America, (b)
repurchase agreements with banking institutions or broker-dealers that are
registered under the Securities Exchange Act of 1934 fully secured by
obligations of the kind specified in clause (a) above, (c) money market funds
denominated in Dollars rated not lower than A-1 (and without the "r" symbol
attached to any such rating) by S&P and P-1 by Moody's or otherwise acceptable
to the Rating Agencies or (d) commercial paper denominated in Dollars issued by
any corporation incorporated under the laws of the United States or any
political subdivision thereof, provided that such commercial paper is rated at
least A-1 (and without any "r" symbol attached to any such rating) thereof by
S&P and at least Prime-1 thereof by Moody's.

          "Person" means an individual, partnership, corporation, association,
joint venture, Governmental Authority or other entity of any kind.

          "Pool Funded Purchase Interest" means each investment or loan of a
Conduit Purchaser under a Receivables Purchase Facility funded with Pooled
Commercial Paper.

          "Pooled Allocation" means, for each Pool Funded Purchase Interest, an
amount each day equal to the product of (i) the Pooled Percentage Share of such
Purchase Interest on such day multiplied by (ii) the aggregate amount of Funding
Charges for such day.

          "Pooled Commercial Paper" means commercial paper notes of a Conduit
Purchaser except (A) Allocated Commercial Paper, and (B) Specially Pooled Paper.

          "Pooled Percentage Share" means, for each Pool Funded Purchase
Interest, a fraction (expressed as a percentage) the numerator of which is equal
to the Investment associated with such Pool Funded Purchase Interest and the
denominator of which is equal to the aggregate amount of all outstanding
investment (or comparable terms used in any Receivable Purchase Facility) held
by a Conduit Purchaser which is funded substantially with Pooled Commercial
Paper.

          "Potential Termination Event" means any Termination Event or any event
or condition that with the lapse of time or giving of notice, or both, would
constitute a Termination Event.

          "Prime Rate" means, with respect to each Purchaser Group, (A) for any
period, the daily average during such period of the greater of (i) the floating
commercial loan rate per annum of the applicable Purchaser Agent (which rate is
a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer by such Purchaser Agent) announced from time to
time as its prime rate or equivalent for Dollar loans in the USA, changing as
and when said rate changes and (ii) the Federal Funds Rate plus 0.75% plus (B)
during the pendency of a Termination Event, 2.00%.

          "Purchase" is defined in Section 1.1(a).


                                      -11-



          "Purchase Agreement" means the Receivables Purchase Agreement dated as
of December 30, 1999 between the Seller and the Originator.

          "Purchase Amount" is defined in Section 1.1(c).

          "Purchase Date" is defined in Section 1.1(c).

          "Purchase Interest" means, for a Purchaser, the percentage ownership
interest in the Receivables and Collections held by such Purchaser, calculated
when and as described in Section 1.1(a); provided, however, that (except for
purposes of computing a Purchase Interest or the Sold Interest in Section 1.5 or
1.7) at any time the Sold Interest would otherwise exceed 100% each Purchaser
then holding any Investment shall have its Purchase Interest reduced by
multiplying such Purchase Interest by a fraction equal to 100% divided by the
Sold Interest otherwise then in effect, so that the Sold Interest is thereby
reduced to 100%.

          "Purchase Limit" means $300,000,000.

          "Purchased Percentage" means, for any Put, for each Related Bank
Purchaser, its Ratable Share or such lesser percentage as is necessary to
prevent the Purchase Price of such Purchaser from exceeding its Unused
Commitment.

          "Purchaser Group" means, for each Conduit Purchaser, such Conduit
Purchaser, its Related Bank Purchasers (if any), and the Purchasers party to its
Transfer Agreement.

          "Purchaser Reserve Percentage" means, for each Purchaser, the Reserve
Percentage multiplied by a fraction, the numerator of which is such Purchaser's
outstanding Investment and the denominator of which it the Aggregate Investment.

          "Purchasers" means each Conduit Purchaser and the Related Bank
Purchasers.

          "Put" is defined in Section 2.1(a).

          "Ratable Share" means, for each Purchaser Group, such Purchaser
Group's Commitment divided by the aggregate Commitment of all Purchaser Groups.

          "Rating Agency" means Moody's, S&P and any other rating agency a
Conduit Purchaser chooses to rate its commercial paper notes.

          "Ratings" means, for any Conduit Purchaser, the ratings by the Rating
Agencies of such Conduit Purchaser of the indebtedness for borrowed money such
Conduit Purchaser.

          "Receivable" means each obligation of an Obligor to pay for
merchandise sold or services rendered by the Originator and includes the
Originator's rights to payment of any interest or finance charges and all
proceeds of the foregoing. During any Interim Liquidation and on and after the
Termination Date, the term "Receivable" shall only include receivables existing
on the date such Interim Liquidation commenced or Liquidity Termination Date


                                      -12-



occurred, as applicable. Deemed Collections shall reduce the outstanding balance
of Receivables hereunder, so that any Receivable that has its outstanding
balance deemed collected shall cease to be a Receivable hereunder after (x) the
Collection Agent receives payment of such Deemed Collections under Section
1.5(b) or (y) if such Deemed Collection is received before the Termination Date,
an adjustment to the Sold Interest permitted by Section 1.5(c) is made.

          "Receivable Purchase Facility" means any receivables purchase
agreement, loan agreement or other similar contractual arrangement to which the
Conduit Purchasers are a party relating to the transfer, purchase or financing
of receivables or other assets.

          "Records" means, for any Receivable, all contracts, books, records and
other documents or information (including computer programs, tapes, disks,
software and related property and rights) relating to such Receivable or the
related Obligor.

          "Reinvestment Purchase" is defined in Section 1.1(b).

          "Related Security" means all of the Originator's rights in the
merchandise (including returned goods) and contracts relating to the
Receivables, all security interests, guaranties and property securing or
supporting payment of the Receivables, all Records and all proceeds of the
foregoing.

          "Related Bank Purchasers" means the Persons listed as such (and their
respective Commitments) for each Conduit Purchaser as listed on Schedule II
hereto and each other Person that becomes a Related Bank Purchaser pursuant to a
Transfer Supplement.

          "Reporting Date" means, each on which the Collection Agent is required
to deliver a Periodic Report pursuant to Section 3.3 hereof.

          "Reserve Percentage" means, at any time, the quotient obtained by
dividing (a) the Aggregate Reserve by (b) the Eligible Receivables Balance.

          "Seller" is defined in the first paragraph hereof.

          "Seller Account" means the Seller's account designated by the Seller
to the Agent in writing.

          "Settlement Date" means the 20th day of each calendar month.

          "Sold Interest" is defined in Section 1.1(a).

          "Special Limit" means, with respect to Wal-Mart, an amount not to
exceed 15% of the aggregate outstanding principal balance of all Eligible
Receivables for Wal-Mart, provided, however, the senior unsecured debt ratings
assigned to Wal-Mart is not less than AA- by S&P and Aa2 by Moody's.


                                      -13-



          "Specially Pooled Paper" means the aggregate of all commercial paper
notes of each Conduit Purchaser issued in connection with receivables purchase
facilities designated from time to time by the Agent (in its sole discretion).
Specially Pooled Paper will not include Pooled Commercial Paper or Allocated
Commercial Paper at any time.

          "S&P" means Standard & Poor's Ratings Group.

          "Subordinated Note" means each revolving promissory note issued by the
Seller to the Originator under the Purchase Agreement.

          "Subsidiary" means any Person of which at least a majority of the
voting stock (or equivalent equity interests) is owned or controlled by the
Seller or any Swift Entity or by one or more other Subsidiaries of the Seller or
such Swift Entity. The Subsidiaries of the Parent on the date hereof are listed
on Exhibit E.

          "Swift Entity" means the Parent and the Originator.

          "Taxes" means all taxes, charges, fees, levies or other assessments
(including income, gross receipts, profits, withholding, excise, property,
sales, use, license, occupation and franchise taxes and including any related
interest, penalties or other additions) imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

          "Termination Date" means the earliest of (a) the date of the
occurrence of a Termination Event described in clause (e) of the definition of
Termination Event, (b) the date designated by the Agent to the Seller at any
time after the occurrence and during the continuance of any other Termination
Event, (c) the Business Day designated by the Seller with no less than thirty
(30) Business Days prior notice to the Agent and (d) December 20, 2006.

          "Termination Event" means the occurrence of any one or more of the
following:

          (a) any representation, warranty, certification or statement made by
the Seller or any Swift Entity in, or pursuant to, any Transaction Document
proves to have been incorrect in any material respect when made (including
pursuant to Section 7.2); provided that if any such representation, warranty,
certification or statement has been subsequently remedied (such that if made or
given as of the date of remedy it is no longer incorrect in any material
respect) and such breach has caused no material adverse effect on the rights or
interest of any Purchaser under this Agreement, such breach shall no longer
constitute a Termination Event hereunder; or

          (b) the Collection Agent, any Swift Entity or the Seller fails to make
any payment or other transfer of funds hereunder when due (including any
payments under Section 1.5(a)) and such failure remains unremedied for three
Business Days; or

          (c) the Seller fails to observe or perform any covenant or agreement
contained in Sections 5.1(g), 5.1(i) or 5.1(j) of this Agreement or the
Originator fails to perform any covenant or agreement in Sections 5.1(h), 5.1(i)
or 5.1(j) of the Purchase Agreement; or


                                      -14-



          (d) the Seller or the Collection Agent (or any sub-collection agent)
fails to observe or perform any other term, covenant or agreement under any
Transaction Document, and such failure remains unremedied for thirty days; or

          (e) any Swift Entity or any Subsidiary suffers a Bankruptcy Event; or

          (f) the Delinquency Ratio exceeds 6.5%, the Default Ratio exceeds 10%,
the Dilution Ratio exceeds 5%, the Charge-Off Ratio exceeds 2% or the Turnover
Ratio exceeds 60 days; or

          (g) (i) the Seller, any Swift Entity or any Affiliate, directly or
indirectly, disaffirms or contests the validity or enforceability of any
Transaction Document or (ii) any Transaction Document fails to be the
enforceable obligation of the Seller or any Affiliate party thereto; or

          (h) (i) any Swift Entity or any Subsidiary (A) generally does not pay
its debts as such debts become due or admits in writing its inability to pay its
debts generally or (B) fails to pay any of its indebtedness or defaults in the
performance of any provision of any agreement under which such indebtedness was
created or is governed and such default permits such indebtedness to be declared
due and payable or to be required to be prepaid before the scheduled maturity
thereof or (ii) a default or termination or similar event occurs under any
agreement providing for the sale, transfer or conveyance by the Seller, any
Swift Entity or any Subsidiary of any of its financial assets;

          (i) the Parent shall fail to own and control, directly or indirectly,
100% of the outstanding voting stock of the Seller and the Originator; or

          (j) a Collection Agent Replacement Event has occurred and is
continuing.

Notwithstanding the foregoing, a failure of a representation or warranty or
breach of any covenant described in clause (a), (c) or (d) above related to a
Receivable shall not constitute a Termination Event if the Seller has been
deemed to have collected such Receivable pursuant to Section 1.5(b) or, before
the Liquidity Termination Date, has adjusted the Sold Interest as provided in
Section 1.5(c) so that such Receivable is no longer considered to be
outstanding.

          "Tranche" means a portion of the Investment of a Conduit Purchaser or
of the Related Bank Purchasers allocated to a Tranche Period pursuant to Section
1.3. A Tranche is a (i) CP Tranche, (ii) Eurodollar Tranche or (iii) Prime
Tranche depending whether Discount accrues during its Tranche Period based on a
(i) CP Rate, (ii) Eurodollar Rate, or (iii) Prime Rate.

          "Tranche Period" means a period of days ending on a Business Day
selected pursuant to Section 1.3, which (i) for a CP Tranche shall not exceed
270 days, (ii) for a Eurodollar Tranche shall not exceed 180 days, and (iii) for
a Prime Tranche shall not exceed 30 days.

          "Transaction Documents" means this Agreement, the Fee Letter, the
Limited Guaranty, the Pricing Letter, the Purchase Agreement, the Subordinated
Note, and all other documents, instruments and agreements executed or furnished
in connection herewith and therewith.


                                      -15-



          "Transfer Agreement" means each transfer, liquidity or asset purchase
agreement entered into among a Conduit Purchaser, its Purchaser Agent and its
Related Bank Purchasers in connection with this Agreement.

          "Transfer Supplement" is defined in Section 9.8.

          "Turnover Ratio" means an amount, expressed in days, obtained by
multiplying (a) a fraction, (i) the numerator of which is equal to the sum of
the aggregate principal amount of all Receivables as of the first day of the
immediately preceding three calendar months and (ii) the denominator of which is
equal to the sum of the Collections during such applicable period of three
calendar months; times (b) 30.

          "UCC" means, for any state, the Uniform Commercial Code as in effect
in such state.

          "USA" means the United States of America (including all states and
political subdivisions thereof).

          "Unused Aggregate Commitment" means, at any time, the difference
between the Aggregate Commitment then in effect and the outstanding Matured
Aggregate Investment.

          "Unused Commitment" means, for any Related Bank Purchaser at any time,
the difference between its Commitment and its Investment then outstanding.

          The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Unless otherwise inconsistent
with the terms of this Agreement, all accounting terms used herein shall be
interpreted, and all accounting determinations hereunder shall be made, in
accordance with GAAP. Amounts to be calculated hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes.


                                      -16-



                                   SCHEDULE II

       RELATED BANK PURCHASERS AND COMMITMENTS OF RELATED BANK PURCHASERS



CONDUIT PURCHASER   NAME OF RELATED BANK PURCHASER    COMMITMENT
- -----------------   ------------------------------   ------------
                                               
AMSTERDAM           ABN AMRO BANK N.V.               $178,500,000
THREE PILLARS       SUNTRUST BANK                    $127,500,000




                                    EXHIBIT A
                                       TO
                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

                      FORM OF INCREMENTAL PURCHASE REQUEST

                            ________________, ______

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
27th Floor
540 West Madison Street
Chicago, Illinois 60661
Attn: Purchaser Agent-Amsterdam

     Re: Amended and Restated Receivables Sale Agreement dated as of December
         21, 2005 (the "Sale Agreement") among Swift Receivables Corporation, as
         Seller, Swift Transportation Corporation, as Initial Collection Agent,
         ABN AMRO Bank N.V., as Agent and Amsterdam Purchaser Agent, SunTrust
         Capital Markets, as Three Pillars Purchaser Agent, Amsterdam and Three
         Pillars and the Purchasers thereunder

Ladies and Gentlemen:

          The undersigned Seller under the above-referenced Sale Agreement
hereby confirms its has requested an Incremental Purchase of $___________ by
Conduit Purchaser under the Sale Agreement. [IN THE EVENT CONDUIT PURCHASER IS
UNABLE OR UNWILLING TO MAKE THE REQUESTED INCREMENTAL PURCHASE, THE SELLER
HEREBY REQUESTS AN INCREMENTAL PURCHASE OF $______________________ BY THE
RELATED BANK PURCHASERS UNDER THE SALE AGREEMENT AT THE [EURODOLLAR RATE WITH A
TRANCHE PERIOD OF ______________ MONTHS.] [PRIME RATE]].

          Attached hereto as Schedule I is information relating to the proposed
Incremental Purchase required by the Sale Agreement. If on the date of this
Incremental Purchase Request ("Notice"), an Interim Liquidation is in effect,
this Notice revokes our request for such Interim Liquidation so that
Reinvestment Purchases shall immediately commence in accordance with Section
1.1(d) of the Sale Agreement.



          The Seller hereby certifies that both before and after giving effect
to [EACH OF] the proposed Incremental Purchase[S] contemplated hereby and the
use of the proceeds therefrom, all of the requirements of Section 7.2 of the
Sale Agreement have been satisfied.

                                        Very truly yours,

                                        SWIFT RECEIVABLES CORPORATION


                                        By
                                           -------------------------------------
                                        Title
                                              ----------------------------------


                                      -2-



                                   SCHEDULE I
                                       TO
                          INCREMENTAL PURCHASE REQUESTS

               SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S)

     1.   Dates, Amounts, Purchaser(s), Proposed Tranche Periods

                                                                 
A1   Date of Notice                                                          __________

A2   Measurement Date (the last                                              __________
     day of the month
     immediately preceding the
     month in which the Date of
     Notice occurs)

A3   Proposed Purchase Dates          __________   __________   __________   __________
     (each of which is a
     Business Day)

A4   Respective Proposed              $_________   $_________   $_________   $_________
     Incremental Purchase on             (A4A)        (A4B)         (A4C)       (A4D)
     each such Purchase Date
     (each Incremental
     Purchase must be in a
     minimum amount of
     $1,000,000 and multiples
     thereof, or, if less, an
     amount equal to the
     Maximum Incremental
     Purchase Amount)

A5   Allocation
     among Purchasers (Pro Rata)
        Conduit Purchasers            $_________   $_________   $_________   $_________
        Name of                       $_________   $_________   $_________   $_________
        Related Bank
        Purchaser




                                      -3-



                                                                  
A6   Used Aggregate Commitment
     Amount (after such Incremental
     Purchase): $_____________

        Starting Date                  _________    _________    _________    _________
        Ending Date                    _________    _________    _________    _________
        Number of Days                 _________    _________    _________    _________
        Prime or Eurodollar
        (for Committed
        Purchasers only)               _________    _________    _________    _________



Each proposed Purchase Date must be a Business Day and must occur no later than
two weeks after the Measurement Date set forth above. The choice of Measurement
Date is a risk undertaken by the Seller. If a selected Measurement Date is not
the applicable Purchase Date, the Seller's choice and disclosure of such date
shall not in any manner diminish or waive the obligation of the Seller to assure
the Purchasers that, after giving effect to the proposed Purchase, the actual
Sold Interest as of the date of such proposed Purchase does not exceed 100%.


                                      -4-



                                    EXHIBIT B

                             FORM OF PERIODIC REPORT



                                    EXHIBIT C

                  ADDRESSES AND NAMES OF SELLER AND ORIGINATOR

          1. Locations. (a) The chief executive office of the Seller and the
Originator are located at the following address:

          Seller:       2200 South 75th Avenue
                        Building B
                        Phoenix, AZ 85043

          Originator:   2200 South 75th Avenue
                        Phoenix, AZ 85043

          No such address was different at any time since June 29 1999

          (b) The following are all the locations where the Seller and the
Originator directly or through its agents maintain any Records:

          Same as (a) above

          2. Names. The following is a list of all names (including trade names
or similar appellations) used by the Seller and the Originator or any of its
divisions or other business units that generate Receivables: None



                                    EXHIBIT D

                                  SUBSIDIARIES

1.   Swift Transportation Co., Inc. an Arizona corporation

2.   Swift Leasing Co., Inc., an Arizona corporation

3.   Common Market Distributing Co., Inc., an Arizona corporation

4.   Sparks Finance Co., Inc., a Nevada corporation

5.   Cooper Motor Lines, Inc., a South Carolina corporation

6.   Common Market Equipment Co., Inc., an Arizona corporation

7.   Swift Transportation Co. of Virginia, Inc., a Virginia corporation

8.   Swift of Texas Co., Inc., a Texas corporation

9.   Swift Logistics Co., Inc., an Arizona corporation

10.  Swift Transportation Corporation, a Nevada corporation

11.  Swift Receivables Corporation, a Delaware corporation



                                    EXHIBIT E

                          LOCK BOXES AND LOCK-BOX BANKS



             BANK               LOCK-BOX NUMBER   COLLECTION ACCOUNT
             ----               ---------------   ------------------
                                            
US Bank, National Association       643116           153655310032
US Bank, National Association       643158           153655310032




                                    EXHIBIT F

                          TO RECEIVABLES SALE AGREEMENT

                             FORM OF LOCK BOX LETTER

[Name of Lock Box Bank]

Ladies and Gentlemen:

          Reference is made to the lock-box numbers _______________ in
__________ and the associated lock-box demand deposit account number
____________ maintained with you (such lock-boxes and associated lock-box demand
deposit account, collectively, the "Accounts"), each in the name of Swift
Transportation Corporation ("STC"). STC hereby confirms it has sold all
Receivables (as defined below) to Swift Receivables Corporation (the "Seller").

          In connection with the Amended and Restated Receivables Sale
Agreement, dated as of December 21, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Seller,
the Initial Collection Agent, Amsterdam Funding Corporation ("Amsterdam"), Three
Pillars Funding LLC ("Three Pillars"), SunTrust Capital Markets, as Three
Pillars Purchaser Agent, and ABN AMRO Bank N.V., as agent (the "Agent") and the
Amsterdam Purchaser Agent, the Seller has assigned to the Agent for the benefit
of the Purchasers an undivided percentage interesting the accounts, chattel
paper, instruments or general intangibles (collectively, the "Receivables")
under which payments are or may hereafter be made to the Accounts, and has
granted to the Agent for the benefit of the Purchasers a security interest in
its retained interest in such Receivables. As is the customary practice in this
type of transaction, we hereby request that you execute this letter agreement.
All references herein to "we" and "us" refer to STC and the Seller, jointly and
severally. Your execution hereof is a condition precedent to our continued
maintenance of the Accounts with you.

          We hereby transfer exclusive dominion and control of the Accounts to
the Agent, subject only to the condition subsequent that the Agent shall have
given you notice that a ["TERMINATION EVENT" AND/OR "COLLECTION AGENT
REPLACEMENT EVENT"] has occurred and is continuing under the Receivables Sale
Agreement and of its election to assume such dominion and control, which notice
shall be in substantially the form attached hereto as Annex A (the "Agent's
Notice").

          At all times prior to the receipt of the Agent's Notice described
above, all payments to be made by you out of, or in connection with the
Accounts, are to be made in accordance with the instructions of the Seller or
its agent.

          We hereby irrevocably instruct you, at all times from and after the
date of your receipt of the Agent's Notice as described above, to make all
payments to be made by you out of, or in connection with, the Accounts directly
to the Agent, at its address set forth below its signature



hereto or as the Agent otherwise notifies you, or otherwise in accordance with
the instructions of the Agent.

          We also hereby notify you that, at all times from and after the date
of your receipt of the Agent's Notice as described above, the Agent shall be
irrevocably entitled to exercise in our place and stead any and all rights in
connection with the Accounts, including, without limitation, (a) the right to
specify when payments are to be made out of, or in connection with, the Accounts
and (b) the right to require preparation of duplicate monthly bank statements on
the Accounts for the Agent's audit purposes and mailing of such statements
directly to an address specified by the Agent. At all times from and after the
date of your receipt of the Agent's Notice, neither we nor any of our affiliates
shall be given any access to the Accounts.

          The Agent's Notice may be personally served or sent by telex,
facsimile or U.S. mail, certified return receipt requested, to the address,
telex or facsimile number set forth under your signature to this letter
agreement (or to such other address, telex or facsimile number as to which you
shall notify the Agent in writing). If the Agent's Notice is given by telex or
facsimile, it will be deemed to have been received when the Agent's Notice is
sent and the answerback is received (in the case of telex) or receipt is
confirmed by telephone or other electronic means (in the case of facsimile). All
other notices will be deemed to have been received when actually received or, in
the case of personal delivery, delivered.

          By executing this letter agreement, you acknowledge the existence of
the Agent's right to dominion and control of the Accounts and its ownership of
and security interest in the amounts from time to time on deposit therein and
agree that from the date hereof the Accounts shall be maintained by you for the
benefit of, and amounts from time to time therein held by you as agent for, the
Agent on the terms provided herein. The Accounts are to be entitled "Swift
Receivables Corporation and ABN AMRO Bank N.V., as Agent for the Purchasers"
with the subline "Swift Transportation Corporation". Except as otherwise
provided in this letter agreement, payments to the Accounts are to be processed
in accordance with the standard procedures currently in effect. All service
charges and fees in connection with the Accounts shall continue to be payable by
us under the arrangements currently in effect.

          By executing this letter agreement, you (a) irrevocably waive and
agree not to assert, claim or endeavor to exercise, (b) irrevocably bar and
estop yourself from asserting, claiming or exercising and (c) acknowledge that
you have not heretofore received a notice, writ, order or other form of legal
process from any other party asserting, claiming or exercising, any right of
set-off, banker's lien or other purported form of claim with respect to the
accounts or any funds from time to time therein. Except for your right to
payment of your service charge and fees and to make deductions for returned
items, you shall have no rights in the Accounts or funds therein, except
deductions for service charges, fees and returned or misplaced items. To the
extent you may ever have any additional rights, you hereby expressly subordinate
all such rights to all rights of the Agent.

          You may terminate this letter agreement by canceling the Accounts
maintained with you, which cancellation and termination shall become effective
only upon thirty (30) days prior written notice thereof from you to the Agent in
the absence of fraud or abuse. Incoming mail


                                      -2-



addressed to the Accounts (including, without limitation, any direct funds
transfer to the Accounts) received after such cancellation shall be forwarded in
accordance with the Agent's instructions. This letter agreement may also be
terminated upon written notice to you by the Agent stating that the Receivables
Sale Agreement is no longer in effect. Except as otherwise provided in this
paragraph, this letter agreement may not be terminated without the prior written
consent of the Agent.

          This letter agreement contains the entire agreement between the
parties with respect to the subject matter hereof, and may not be altered,
modified or amended in any respect, nor may any right, power or privilege of any
party hereunder be waived or released or discharged, except upon execution by
you, us and the Agent of a written instrument so providing. The terms and
conditions of any agreement between us and you (a "Lock-Box Service Agreement")
(whether now existing or executed hereafter) with respect to the lock-box
arrangements, to the extent not inconsistent with this letter agreement, will
remain in effect between you and us. In the event that any provision in this
letter agreement is in conflict with, or inconsistent with, any provision of any
such Lock-Box Service Agreement, this letter agreement will exclusively govern
and control. Each party agrees to take all actions reasonably requested by any
other party to carry out the purposes of this letter agreement or to preserve
and protect the rights of each party hereunder.

          STC agrees to indemnify, defend and hold harmless you and your
affiliates, directors, officers, employees, agents, successors and assigns
(each, an "Indemnitee") from and against any and all liabilities, losses,
claims, damages, demands, costs and expenses of every kind (including but not
limited to costs incurred as a result of items being deposited in the Account
and being unpaid for any reason, reasonable attorney's fees and the reasonable
charges of your in-house counsel) incurred or sustained by any Indemnitee
arising out of your performance of the services contemplated by this Lock-Box
Letter, except to the extent such liabilities, losses, claims, damages, demands,
costs and expenses are the direct result of your gross negligence or willful
misconduct. The provisions of this paragraph shall survive the termination of
this Lock-Box Letter.

          In the event STC becomes subject to a voluntary or involuntary
proceeding under the United States Bankruptcy Code, or if you are otherwise
served with legal process which you in good faith believe affects funds in the
Account you may suspend disbursements from the Account otherwise required by the
terms hereof until such time as you receive an appropriate court order or other
assurances satisfactory to you establishing that the funds may continue to be
disbursed according to the instructions contained in this Lock-Box Letter.

          THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF __________. This letter agreement may be executed in
any number of counterparts and all of such counterparts taken together will be
deemed to constitute one and the same instrument.


                                      -3-



          Please indicate your agreement to the terms of this letter agreement
by signing in the space provided below. This letter agreement will become
effective immediately upon execution of a counterpart of this letter agreement
by all parties hereto.

                                        Very truly yours,

                                        SWIFT TRANSPORTATION CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        SWIFT RECEIVABLES CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

Accepted and confirmed as of
the date first written above:

By: ABN AMRO BANK N.V., as Agent


By:
    ---------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Title:
       ------------------------------

Address of notice:

   ABN AMRO Bank N.V.
   Asset Securitization, Structured Finance
   540 West Madison Street, 27th Floor
   Chicago, Illinois 60661
   Attention: Purchaser Agent-Amsterdam
   Telephone Number: (312) 904-6263
   Telecopy Number: (312) 904-6376


                                      -4-



Acknowledged and agreed to as of the date first written above:

[NAME OF BANK]


By:
    ---------------------------------
Title:
       ------------------------------

Address for notice:

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

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

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


                                      -5-



                                                                      ANNEX A TO
                                                                 LOCK-BOX LETTER

[Name of Bank]

   Re: Swift Receivables Corporation
       Lock Box Numbers ______________
       Lock-Box Account Number ____________

Ladies and Gentlemen:

          Reference is made to the letter agreement dated _________________ (the
"Letter Agreement") among Swift Transportation Corporation, Swift Receivables
Corporation, the undersigned, as Agent, and you concerning the above-described
lock-boxes and lock-box account (collectively, the "Accounts"). We hereby give
you notice that a ["TERMINATION EVENT" AND/OR "COLLECTION AGENT REPLACEMENT
EVENT"] has occurred and is continuing under the Receivables Sale Agreement (as
defined in the Letter Agreement) and of our assumption of dominion and control
of the Accounts as provided in the Letter Agreement.

          We hereby instruct you not to permit any other party to have access to
the Accounts and to make all payments to be made by you out of or in connection
with the Accounts directly to the undersigned upon our instructions, at our
address set forth above.

                                        Very truly yours,

                                        ABN AMRO BANK N.V.


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

cc: Swift Receivables Corporation


                                      -6-



                                    EXHIBIT G

                          TO RECEIVABLES SALE AGREEMENT

                             COMPLIANCE CERTIFICATE

To: ABN AMRO Bank N.V., as Agent, and
    each Purchaser

          This Compliance Certificate is furnished pursuant to Section
5.1(a)(iii) of the Amended and Restated Receivables Sale Agreement, dated as of
December 21, 2005 (as amended, supplemented or otherwise modified through the
date hereof, the "Sale Agreement"), among Swift Receivables Corporation (the
"Seller"), Swift Transportation Corporation (the "Initial Collection Agent"),
the related bank purchasers from time to time party thereto (collectively, the
"Related Bank Purchasers"), Amsterdam Funding Corporation ("Amsterdam"),Three
Pillars Funding LLC ("Three Pillars"), SunTrust Capital Markets, as Three
Pillars Purchaser Agent and ABN AMRO Bank N.V., as the Amsterdam Purchaser Agent
and ABN AMRO Bank N.V. as agent for the Purchasers (in such capacity, the
"Agent"). Terms used in this Compliance Certificate and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Sale
Agreement.

     THE UNDERSIGNED HEREBY REPRESENTS, WARRANTS, CERTIFIES AND CONFIRMS THAT:

          1. The undersigned is a duly elected Designated Financial Officer of
     the undersigned.

          2. Attached hereto is a copy of the financial statements described in
     Section 5.1(a)(i) or 5.1(a)(ii) of the Sale Agreement.

          3. The undersigned has reviewed the terms of the Transaction Documents
     and has made, or caused to be made under his/her supervision, a detailed
     review of the transactions and the conditions of the Seller and the
     Originator during and at the end of the accounting period covered by the
     attached financial statements.

          4. The examinations described in paragraph 3 hereof did not disclose,
     and the undersigned has no knowledge of, the existence of any condition or
     event which constitutes a Potential Termination Event, during or at the end
     of the accounting period covered by the attached financial statements or as
     of the date of this Compliance Certificate, except as set forth below.

          5. Based on the examinations described in paragraph 3 hereof, the
     undersigned confirms that the representations and warranties contained in
     Article IV of the Sale Agreement are true and correct as though made on the
     date hereof, except as set forth below.



          Described below are the exceptions, if any, to paragraphs 4 and 5
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action the undersigned has taken, is taking or
proposes to take with respect to each such condition or event:

          The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this Compliance
Certificate in support hereof, are made and delivered this ____ day of
___________, ____.

                                        [NAME OF SELLER OR ORIGINATOR]


                                        By:
                                            ------------------------------------
                                            Designated Financial Officer


                                       -2-



                                    EXHIBIT H

                          CREDIT AND COLLECTION POLICY

EX-21

exv21

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Swift Transportation Co., Inc:

We consent to the incorporation by reference in Registration Statement Nos. 333-114257, 333-16865, 333-20651 and 333-66034 on Form S-3 of Swift Transportation Co., Inc. and to the incorporation by reference in Registration Statement Nos. 333-117728, 333-117727, 333-98581, 333-85940, 333-53566, 333-31067, 333-64910, 333-66770 and 333-81403 on Form S-8 of Swift Transportation Co., Inc. of our reports dated March 6, 2006, with respect to the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005, annual report on Form 10-K of Swift Transportation Co., Inc.

/s/ KPMG LLP  

KPMG LLP 

Phoenix, Arizona
March 6, 2006

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Robert W. Cunningham, certify that:

1. I have reviewed this annual report on Form 10-K of Swift Transportation Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13A-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 6, 2006
	/s/ Robert W. Cunningham
	Robert W. Cunningham
	Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Glynis A. Bryan, certify that:

1. I have reviewed this annual report on Form 10-K of Swift Transportation Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13A-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 6, 2006
	/s/ Glynis A. Bryan
	Glynis A. Bryan
	Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 905 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Swift Transportation Co., Inc. (the “Company”) for the period ended December 31, 2005 as filed on Form 10-K with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his or her knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 6, 2006

/s/ Robert W. Cunningham

Robert W. Cunningham

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Glynis A. Bryan

Glynis A. Bryan

Chief Financial Officer

(Principal Financial Officer)

This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Registrant as part of the Annual Report in Form 10-K.