SWIFT TRANSPORTATION CO INC
EXHIBIT 10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>2
<FILENAME>p69457exv10w23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<PAGE>
                                                                  Exhibit 10.23

                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                            DATED AS OF JUNE 24, 2004

                                      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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                    PAGE
<S>                                                                                                                 <C>
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.     Intentionally Omitted.......................................................................    28
   Section 2.14.     Interest on Loans...........................................................................    28
   Section 2.15.     Fees........................................................................................    29
   Section 2.16.     Computation of Interest and Fees............................................................    30
   Section 2.17.     Inability to Determine Interest Rates.......................................................    30
   Section 2.18.     Illegality..................................................................................    30
   Section 2.19.     Increased Costs.............................................................................    31
   Section 2.20.     Funding Indemnity...........................................................................    32
   Section 2.21.     Taxes.......................................................................................    32
   Section 2.22.     Payments Generally; Pro Rata Treatment; Sharing of Set-offs.................................    34
   Section 2.23.     Mitigation of Obligations...................................................................    35
   Section 2.24.     Letters of Credit...........................................................................    36
   Section 2.25.     Extension of Commitment Termination Date....................................................    40

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

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........................................................    45
   Section 4.4.      Financial Statements........................................................................    46
   Section 4.5.      Litigation and Environmental Matters........................................................    46
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
   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................................................................................    48
   Section 4.15.     Intentionally Omitted.......................................................................    49
   Section 4.16.     Insolvency..................................................................................    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.....................................................................    52

ARTICLE VI FINANCIAL COVENANTS...................................................................................    53

ARTICLE VI          FINANCIAL COVENANTS..........................................................................    53

   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................................................................    59
   Section 7.8.      Restrictive Agreements......................................................................    60
   Section 7.9.      Intentionally Omitted.......................................................................    60
   Section 7.10.     Hedging Transactions........................................................................    60
   Section 7.10.     Hedging Transactions TC.....................................................................    60
   Section 7.11.     Accounting Changes..........................................................................    60

ARTICLE VIII EVENTS OF DEFAULT...................................................................................    60

ARTICLE VIII        EVENTS OF DEFAULT............................................................................    60

   Section 8.1.      Events of Default...........................................................................    61

ARTICLE IX THE ADMINISTRATIVE AGENT..............................................................................    63
</TABLE>

                                     - ii -
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
ARTICLE IX          THE ADMINISTRATIVE AGENT.....................................................................    63

   Section 9.1.      Appointment of Administrative Agent.........................................................    63
   Section 9.2.      Nature of Duties of Administrative Agent....................................................    63
   Section 9.3.      Lack of Reliance on the Administrative Agent................................................    64
   Section 9.4.      Certain Rights of the Administrative Agent..................................................    64
   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

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

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

   Section 10.1.     Notices.....................................................................................    66
   Section 10.2.     Waiver; Amendments..........................................................................    68
   Section 10.3.     Expenses; Indemnification...................................................................    69
   Section 10.4.     Successors and Assigns......................................................................    70
   Section 10.5.     Governing Law; Jurisdiction; Consent to Service of Process..................................    72
   Section 10.6.     WAIVER OF JURY TRIAL........................................................................    73
   Section 10.7.     Right of Setoff.............................................................................    73
   Section 10.8.     Counterparts; Integration...................................................................    74
   Section 10.9.     Survival....................................................................................    74
   Section 10.10.       Severability.............................................................................    74
   Section 10.11.       Confidentiality..........................................................................    74
   Section 10.12.       Interest Rate Limitation.................................................................    75
   Section 10.13.       Waiver of Effect of Corporate Seal.......................................................    75
</TABLE>

                                     - iii -
<PAGE>

<TABLE>
<S>                                  <C>
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 Revolving Credit Note
         Exhibit B                   Form of 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 Continuation/Conversion
         Exhibit 5.1         -       Form of Compliance Certificate
</TABLE>

                                       iv
<PAGE>


                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

         THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement")
is made and entered into as of June 24, 2004, 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.

                              W I T N E S S E T H:

                  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 prior to t he date
hereof, the "Existing Credit Agreement");

                  WHEREAS, Borrower has requested that the Lenders (a) increase
the revolving credit facility to $550,000,000 and (b) make certain other 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):

                  "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.

<PAGE>

                  "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 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

                                     - 2 -
<PAGE>

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 June 30,
2004 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 June 30, 2004 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 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.

                                     - 3 -
<PAGE>

                  "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.

                  "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) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Unrelated
Person of 30% 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. For
purposes of this definition, "Unrelated Person" means 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)
other than: (1) Jerry Moyes and his spouse, lineal descendents and spouses of
his lineal descendents; (2) the estates of Persons described in clause (1); (3)
trusts established for the benefit of any Person or Persons described in clause
(1); (4) corporations, limited liability companies, partnerships or similar
entities 75% owned by any Person or Persons described in clauses (1) through
(3); (5) the Moyes Children's Limited

                                     - 4 -
<PAGE>

Partnership; and (6) Ronald Moyes, to the extent he is deemed to beneficially
own voting stock of Holdings by virtue of his position as general partner of the
Moyes Children's Limited Partnership. For purposes of calculating the number of
outstanding shares of the voting stock of Holdings beneficially owned by any
"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), shares beneficially owned by Persons described in clauses (1) through
(6) of the preceding sentence shall be excluded from such calculation.

                  "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 2.19(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.

                  "Consenting Lender" shall have the meaning set forth in
Section 2.25(c).

                  "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,

                                     - 5 -
<PAGE>

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.

                  "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, (ii) scheduled principal payments made on
Consolidated Total Debt during such period, and (iii) 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, and (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

                                     - 6 -
<PAGE>


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.

                  "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
2.14(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.

                                     - 7 -
<PAGE>

                  "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 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

                                     - 8 -
<PAGE>

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 2.21(e).

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

                  "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 2.25(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
April 28, 2004, 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.

                                     - 9 -
<PAGE>

                  "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 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

                                     - 10 -
<PAGE>

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 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, 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 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 Confidential
Information Memorandum dated May, 2004, 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:

                                     - 11 -
<PAGE>

                  (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;

                  (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 2.24.

                  "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 $400,000,000.

                  "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.

                  "Letter of Credit" shall mean any stand-by letter of credit
issued pursuant to Section 2.24 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.

                                     - 12 -
<PAGE>

                  "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 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

                                     - 13 -
<PAGE>

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 "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).

                  "Non-Consenting Lender" shall have the meaning set forth in
Section 2.25(b).

                  "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).

                                     - 14 -
<PAGE>

                  "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 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.

                                     - 15 -
<PAGE>

                  "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 not opposed by
such Person, (ii) the entity acquiring the assets is a Loan Party or following
such Acquisition would become a Material Subsidiary and (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.

                  "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:

                                     - 16 -
<PAGE>

                  (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;

                  (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).

                                     - 17 -
<PAGE>

                  "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.

                  "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) June 24, 2009, (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).

                                     - 18 -
<PAGE>

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

                  "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

                                     - 19 -
<PAGE>

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

                  "Subsidiary Guaranty Agreement" shall mean the 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

                                     - 20 -
<PAGE>

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.

                  "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

                                     - 21 -
<PAGE>

"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 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 2.24,
(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

                                     - 22 -
<PAGE>

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 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 2.24(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.

                                     - 23 -
<PAGE>

                  (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 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

                                     - 24 -
<PAGE>

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 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.

                                     - 25 -
<PAGE>

                  (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 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 2.8.

                  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

                                     - 26 -
<PAGE>

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 2.8 shall be in an amount of at least $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

                                     - 27 -
<PAGE>

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 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 2.14(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 2.20. 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.  INTENTIONALLY OMITTED.

                  SECTION 2.14.  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

                                     - 28 -
<PAGE>

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.

                  (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 2.15.  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

                                     - 29 -
<PAGE>

Interest pursuant to Section 2.14(d), 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.

                  (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 June 30, 2004 and on the
Revolving Commitment Termination Date (and if later, the date the Loans and LC
Exposure shall be repaid in their entirety).

                  SECTION 2.16. 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 2.17. 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 2.18. 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

                                     - 30 -
<PAGE>

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) 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 2.19.  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 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

                                     - 31 -
<PAGE>


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.

                  (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 2.20. 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 2.20 submitted to the Borrower by any Lender (with a copy to
the Administrative Agent) shall be conclusive, absent manifest error.

                  SECTION 2.21. 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

                                     - 32 -
<PAGE>

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.

                  (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

                                     - 33 -
<PAGE>

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
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 2.22. 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 2.19, 2.20 or 2.21, 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 2.19, 2.20 and 2.21 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

                                     - 34 -
<PAGE>

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 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), 2.24(c) or (d), 2.7(b), 2.22(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 2.23. MITIGATION OF OBLIGATIONS. If any Lender
requests compensation under Section 2.19, 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 2.21, 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,

                                     - 35 -
<PAGE>

branches or affiliates, if, in the sole judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 2.19 or Section 2.21, 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.

                  SECTION 2.24. LETTERS OF CREDIT.

                  (a) During the Availability Period, the Issuing Bank, in
reliance upon the agreements of the other Lenders pursuant to Section 2.24(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

                                     - 36 -
<PAGE>

Letter of Credit because such issuance is not then permitted hereunder because
of the limitations set forth in Section 2.24(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 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

                                     - 37 -
<PAGE>

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 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 paragraph (d) of this Section 2.24 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 Default Rate.

                  (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

                                     - 38 -
<PAGE>

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;

                  (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

                                     - 39 -
<PAGE>

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.

                  (i) Each Letter of Credit shall be subject to the Uniform
Customs and Practices for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, as the same may be amended from time to
time, and, 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 2.24 on the Closing Date.

                  SECTION 2.25. EXTENSION OF COMMITMENT TERMINATION DATE.

                  (a) At least 60 but not more than 90 days prior to the first
two anniversaries of the Closing Date, the Borrower, by delivering a written
request to the Administrative Agent (such request being irrevocable), may
request that the Revolving Commitment Termination Date be extended for an
additional one-year period. Upon receipt of such notice, the Administrative
Agent shall promptly communicate such request to the Lenders.

                  (b) No earlier than 60 days prior, and no later than 45 days
prior, to such anniversary, the Lenders shall indicate to the Administrative
Agent whether the Borrower's request to so extend such Revolving Commitment
Termination Date is acceptable to the Lenders, it being understood that the
determination by each Lender will be in its sole and absolute discretion and
that the failure of any Lender to so respond within such period shall be deemed
to constitute a refusal by such Lender to consent to such request, with the
result being that such request is denied (any Lender refusing or deemed to
refuse any such request, a "Non-Consenting Lender"). The Administrative Agent
shall notify the Borrower, in writing, of the Lenders' decisions no later than
30 days prior to such anniversary.

                  (c) Subject to the satisfaction of the conditions set forth in
Section 3.2, in the event that the sum of the Revolving Commitments of the
Lenders that have consented to the Borrower's request to extend the Revolving
Commitment Termination Date (the "Consenting Lenders") plus the Revolving
Commitments of Non-Consenting Lenders with respect to such request that have
been assigned to Consenting Lenders or Eligible Assignees pursuant to Section
10.4(b) shall constitute at least 80% of the aggregate Revolving Commitments,
the Revolving Commitment Termination Date shall be extended for an additional
one-year period; provided, however, that unless assigned to Consenting Lenders
or other Eligible Assignees pursuant to Section 10.4(b), the Revolving
Commitments of Non-Consenting Lenders shall automatically terminate in
accordance with Section 2.25(d). If any Lender refuses or is deemed to refuse to
extend the Revolving Credit Termination Date for its Revolving Commitment, 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

                                     - 40 -
<PAGE>

Agreement to a Consenting Lender or to an Eligible Assignee that shall assume
such Revolving Commitment; 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 Non-Consenting 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),
(iii) assignments of Revolving Commitments of Non-Consenting Lenders to
Consenting Lenders and Eligible Assignees shall be made in a manner that
allocates all such Revolving Commitments pro rata among such Consenting Lenders
and Eligible Assignees and (iv) such assignments are completed no later than
sixty days after such anniversary; provided, further, that before the Borrower
may solicit any institution other than the Consenting Lenders to purchase any
Non-Consenting Lender's Revolving Commitment pursuant to Section 10.4(b), the
Consenting Lenders shall have the option, exercised in their sole discretion and
allocated pro rata among such Consenting Lenders, to purchase by assignment the
Revolving Commitments of such Non-Consenting Lenders, and each Consenting Lender
shall, at least 15 days before such anniversary, notify the Administrative Agent
and the Borrower of its determination of whether or not to purchase any
Revolving Commitment of the Non-Consenting Lenders.

                  (d) If the Borrower requests an extension of the then existing
Revolving Credit Termination Date (the "Existing Termination Date") pursuant to
this Section, and there are any Non-Consenting Lenders whose Revolving
Commitments are not assigned to a Consenting Lender or Eligible Assignee
pursuant to this Section 2.25, then the Revolving Commitment of each
Non-Consenting Lender shall automatically terminate on such Existing Termination
Date, without any further action by, or notice given to, any party, and the
Borrower shall pay to each such Non-Consenting Lender on such Existing
Termination Date the principal amount of all Revolving Loans made by such
Non-Consenting Lender, together with all interest, fees, breakage costs and
other amounts accrued to such date.

                  SECTION 2.26. REPLACEMENT OF LENDERS. If any Lender requests
compensation under Section 2.19, 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 2.21, 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 2.19 or payments required to be made pursuant to Section 2.21, 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

                                     - 41 -
<PAGE>

or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                                  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;

                                     - 42 -
<PAGE>

                           (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

                           (xi)     copies of (A) the internally prepared
         quarterly financial statements of Holdings and its Subsidiaries on a
         consolidated basis for the Fiscal Quarter ended March 31, 2004, and (B)
         the audited consolidated financial statements for Holdings and its
         subsidiaries for the Fiscal Years ended December 31, 2001, December 31,
         2002 and December 31, 2003; 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.


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

                                     - 43 -
<PAGE>

                  (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 3.2.

                  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;

                  (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

                                     - 44 -
<PAGE>

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 ($529,293.63) 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.

                  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

                                     - 45 -
<PAGE>

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, 2003 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 March 31, 2004, 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, 2003, 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 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.

                                     - 46 -
<PAGE>

            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 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

                                     - 47 -
<PAGE>

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.

            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

                                     - 48 -
<PAGE>

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. INTENTIONALLY OMITTED.

            SECTION 4.16. 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 4.17. 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 4.18. 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 -
<PAGE>

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 -
<PAGE>

            (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 -
<PAGE>

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 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, 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, such self-insurance 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 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

                                     - 52 -
<PAGE>

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 5.10,
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 5.10.

      (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 5.10, 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.

                                   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:

                                     - 53 -
<PAGE>

            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
$550,000,000 plus 50% of Consolidated Net Income on a cumulative basis for all
preceding Fiscal Quarters, commencing with the Fiscal Quarter ending September
30, 2004; 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".

            SECTION 6.4. UNENCUMBERED ASSETS. Holdings will not allow, at any
time, the consolidated assets of Holdings and its Subsidiaries consisting of
cash on hand, real estate at net book value (up to an amount not to exceed
$150,000,000) and rolling stock (including without limitation trucks and
trailers) that are free and clear of any and all Liens to be less than 120% of
the sum of the accounts payable, unsecured letter of credit reimbursement
obligations (including without limitation reimbursement obligations with respect
to Letters of Credit) and other unsecured Indebtedness (including without
limitation the Loans and Guarantees of funded Indebtedness) of Holdings and its
Subsidiaries measured on a consolidated basis as reported in the consolidated
financial statements of Holdings delivered to the Lenders pursuant to this
Agreement from time to time.

                                  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:

            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

                                     - 54 -
<PAGE>

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 7.10;

            (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

            (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

                                     - 55 -
<PAGE>

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

            (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

                                     - 56 -
<PAGE>

(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;

            (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;

                                     - 57 -
<PAGE>

            (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 7.10;

            (m) Investments in treasury stock of Holdings; and

            (n) other Investments not to exceed $10,000,000 at any time
outstanding.

            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

                                     - 58 -
<PAGE>

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;

            (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); and

            (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.

            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

                                     - 59 -
<PAGE>

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, and
(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.

            SECTION 7.9. INTENTIONALLY OMITTED.

            SECTION 7.10. 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
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 7.11. 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

                                      - 60 -
<PAGE>

            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 8.1) 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 Section 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) 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;

                                     - 61 -
<PAGE>

            (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

            (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;

                                     - 62 -
<PAGE>

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 powers through their respective Related
Parties. The exculpatory provisions set forth in this Article 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

                                     - 63 -
<PAGE>

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 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

                                     - 64 -
<PAGE>

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 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.

            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 9.7 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

                                     - 65 -
<PAGE>

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

            SECTION 10.1. NOTICES. (a) 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: Mr. Gary Enzor
                                           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

                                     - 66 -
<PAGE>

            With a copy to:                SunTrust Bank
                                           Agency Services
                                           303 Peachtree Street, N. E./25th
                                           Floor Atlanta, Georgia 30308
                                           Attention: Ms. Doris Folsum
                                           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

            To the Swingline Lender:       SunTrust Bank
                                           Agency Services
                                           303 Peachtree Street, N. E./25th
                                           Floor Atlanta, Georgia 30308
                                           Attention: Ms. Doris Folsum
                                           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 Bank shall not be effective until
actually received by such Person at its address specified in this Section 10.1.

            (b) 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

                                     - 67 -
<PAGE>

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.

            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 scheduled date for
the termination or reduction of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.22 (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

                                     - 68 -
<PAGE>

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 Bank or the Issuing Bank without the prior
written consent of such Person.

            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, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
(each, an "Indemnitee") against, and hold each of them 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 or asserted against any Indemnitee arising out of, in connection
with or as a result of (i) the execution or delivery of this Agreement or any
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of
any of the transactions contemplated hereby, (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 and regardless of whether any Indemnitee is a
party thereto; provided, that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and nonappealable judgment.

            (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

                                     - 69 -
<PAGE>

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.

            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 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,

                                     - 70 -
<PAGE>

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 $1,000, 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 2.21(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 2.19, 2.20, 2.21 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, acting solely for this purpose as an
agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia
a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

            (d) Any Lender may, without the consent of, or notice to, the
Borrower, the Administrative Agent, the Swingline Bank 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 Bank, 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

                                     - 71 -
<PAGE>

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 2.22(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 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 2.19, 2.20, and 2.21 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 2.19 and Section 2.21 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 2.21
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 2.21(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

                                     - 72 -
<PAGE>

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 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

                                     - 73 -
<PAGE>

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.

            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 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 2.19, 2.20, 2.21, 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

                                     - 74 -
<PAGE>

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 10.11, 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 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.

                  (remainder of page left intentionally blank)

                                     - 75 -
<PAGE>


            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 AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                       SUNTRUST BANK AS ADMINISTRATIVE AGENT, AS
                                        ISSUING BANK, AS SWINGLINE LENDER AND AS
                                        A LENDER

                                       By: _____________________________________
                                           Name:
                                           Title:

                     [SIGNATURE PAGE TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]
<PAGE>

                     [SIGNATURE PAGE TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT]
<PAGE>

                                    ANNEX I

<TABLE>
<CAPTION>
                              REVOLVING COMMITMENTS

Lender                                                     Amount
------                                                     ------
<S>                                                      <C>
SunTrust Bank                                            $58,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION                   $48,000,000

KEYBANK NATIONAL ASSOCIATION                             $48,000,000

U.S. BANK NATIONAL ASSOCIATION                           $48,000,000

LASALLE BANK NATIONAL ASSOCIATION                        $48,000,000

PNC BANK, NATIONAL ASSOCIATION                           $35,000,000

THE BANK OF TOKYO-MITSUBISHI, LTD                        $35,000,000

BANK OF CHINA, NEW YORK BRANCH                           $35,000,000

BNP PARIBAS                                              $35,000,000

SUMITOMO MITSUI BANKING CORPORATION                      $35,000,000

UFJ BANK LIMITED                                         $35,000,000

ALLIED IRISH BANKS, P.L.C.                               $20,000,000

BRANCH BANKING AND TRUST COMPANY                         $20,000,000

THE NORINCHUKIN BANK, NEW YORK BRANCH                    $20,000,000

BANK HAPOALIM B.M.                                       $10,000,000

COMPASS BANK                                             $10,000,000

UMB BANK COLORADO, N.A.                                  $10,000,000
                                                         -----------
                                                         $550,000,000
</TABLE>

<PAGE>

                                   SCHEDULE I
                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

<TABLE>
<CAPTION>
                                                              Applicable Margin                     Applicable
Pricing                                                        for Eurodollar                     Percentage for
Level                   Leverage Ratio                              Loans                         Commitment Fee
<S>           <C>                                             <C>                               <C>
----------------------------------------------------------------------------------------------------------------
  I           Less than 1.00:1.00
                                                              0.550% per annum                  0.150% per annum
----------------------------------------------------------------------------------------------------------------
  II          Less than 1.50:1.00 but greater
              than or equal to 1.00:1.00                      0.625% per annum                  0.175% per annum
----------------------------------------------------------------------------------------------------------------
  III         Less than 2.00:1.00 but greater
              than or equal to 1.50:1.00                      0.700% per annum                  0.200% per annum
----------------------------------------------------------------------------------------------------------------
  IV          Less than 2.50:1.00 but greater
              than or equal to 2.00:1.00                      1.000% per annum                  0.225% per annum
----------------------------------------------------------------------------------------------------------------
  V           Greater than or equal to
              2.50:1.00                                       1.375% per annum                  0.25% per annum
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                  SCHEDULE 1.1

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
L/C NUMBER           APPLICANT         BENEFICIARY       ISSUE DATE      EFFECTIVE DATE       EXPIRATION DATE         AMOUNT
----------           ---------         -----------       ----------      --------------       ---------------         ------
<S>                  <C>               <C>               <C>             <C>                  <C>                     <C>
                                                                                                                      -------

                                                                                                                      =======
</TABLE>

<PAGE>

                                  SCHEDULE 4.5

                              ENVIRONMENTAL MATTERS

                                      NONE

<PAGE>

                                  SCHEDULE 4.14

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                     PERCENTAGE
                                                                                     OWNERSHIP
                                                            DIRECT OR INDIRECT        INTEREST
                                                               SUBSIDIARY          OF HOLDINGS AND
NAME OF SUBSIDIARY      TYPE OF ENTITY     JURISDICTION       OF HOLDINGS           SUBSIDIARIES
------------------      --------------     ------------     ------------------     ----------------
<S>                     <C>                <C>              <C>                    <C>
</TABLE>

<PAGE>

                                  SCHEDULE 7.1

                            OUTSTANDING INDEBTEDNESS

<PAGE>

                                  SCHEDULE 7.2

                                 EXISTING LIENS

<PAGE>

                                  SCHEDULE 7.4

                              EXISTING INVESTMENTS


</TEXT>
</DOCUMENT>
