S econd A mendment
T o
A mended A nd R estated
R eceivables S ale A greement
T his S econd A mendment (the
“Amendment” ), dated as of December 20,
2006, is entered into among Swift Receivables Corporation (the
“Seller” ), Swift Transportation Corporation
(the “Collection Agent” ), Amsterdam Funding
Corporation ( “Amsterdam” ) as a Conduit
Purchaser, Three Pillars Funding LLC ( “Three
Pillars” ), as a Conduit Purchaser, ABN AMRO Bank N.V.,
as agent for Amsterdam and the Purchasers (the
“Agent” ), SunTrust Capital Markets, as the
Three Pillars Purchaser Agent, the other Purchaser Agents from time
to time party hereto, the related bank purchasers from time to time
party hereto and the other conduit purchasers from time to time
party hereto;
W hereas , the Seller, Collection
Agent, Amsterdam, Three Pillars, the Three Pillars Purchaser Agent
and Agent have heretofore executed and delivered an Amended and
Restated Receivables Sale Agreement dated as of December 21,
2005 (as amended, supplemented or otherwise modified through the
date hereof, the “Sale Agreement” );
and
W hereas , the parties hereto
desire to amend the Sale Agreement as provided herein;
N ow , T herefore , for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree that the Sale
Agreement shall be and is hereby amended as follows:
Section 1. Clause (d) of the defined term
“Termination Date” appearing in Schedule I
to the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows:
Section 2. Clause (i) of the defined term
“Termination Event” appearing in Schedule I
to the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows:
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(i)
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a
Change of Control has occurred; or
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Section 3. The following defined term is hereby added
to Schedule I to the Sale Agreement in the correct
alphabetical order as follows:
“Change
of 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 the
Parent to any Person or “group” (within the
meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission
thereunder in
effect on the date hereof), (ii) (A) any Person (other than
Jerry Moyes, his lineal descendents, and/or any trust established
by Jerry Moyes) acquires ownership, directly or indirectly,
beneficially or of record, of 30% or more of the outstanding shares
of the voting stock of the Parent or (B) any Person owns,
directly or indirectly, beneficially or of record, 50% or more of
the outstanding shares of the voting stock of the Parent,
(iii) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Parent by Persons who were
neither (x) nominated by the current board of directors or
(y) appointed by directors so nominated, or (iv) the
failure of the Parent, at any time and for any reason, to own,
directly or indirectly, 100% of the capital stock or other equity
interests of the Collection Agent or the Seller.
Section 4 . This Amendment shall become effective on
the date t
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