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                           PURCHASE AND SALE AGREEMENT

                          Dated as of December 30, 1999

                                     between

                        SWIFT TRANSPORTATION CORPORATION,

                                 AS ORIGINATOR,

                                       and

                         SWIFT RECEIVABLES CORPORATION,
                                    AS BUYER










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<PAGE>
                                TABLE OF CONTENTS

SECTION                              HEADING                                PAGE
-------                              -------                                ----

SECTION 1. DEFINITIONS AND RELATED MATTERS.....................................1

   Section 1.1.   Defined Terms................................................1
   Section 1.2.   Other Interpretive Matters...................................2

SECTION 2. AGREEMENT TO CONTRIBUTE, PURCHASE AND SELL..........................2

   Section 2.1.   Purchase and Sale............................................2
   Section 2.2.   Timing of Contribution, Purchases............................2
   Section 2.3.   Purchase Price...............................................2
   Section 2.4.   No Recourse or Assumption of Obligations.....................3

SECTION 3. ADMINISTRATION AND COLLECTION.......................................4

   Section 3.1.   Originator to Act as Collection Agent........................4
   Section 3.2.   Deemed Collections...........................................4
   Section 3.3.   Application of Collections...................................5
   Section 3.4.   Responsibilities of Originator...............................5

SECTION 4. REPRESENTATIONS AND WARRANTIES......................................5

   Section 4.1.   Mutual Representations and Warranties........................5
   Section 4.2.   Additional Representations by Originator.....................6

SECTION 5. GENERAL COVENANTS...................................................7

   Section 5.1.   Covenants....................................................7
   Section 5.2    Organizational Separateness.................................10

SECTION 6. TERMINATION OF PURCHASES...........................................10

   Section 6.1.   Voluntary Termination.......................................10
   Section 6.2.   Automatic Termination.......................................11

SECTION 7. INDEMNIFICATION....................................................11

   Section 7.1.   Originator's Indemnity......................................11
   Section 7.2    Indemnification Due to Failure to Consummate Purchase.......12
   Section 7.3    Other Costs.................................................12

SECTION 8. MISCELLANEOUS......................................................12

   Section 8.1.   Amendments, Waivers, etc....................................12
   Section 8.2.   Assignment of Receivables Purchase Agreement................12
   Section 8.3.   Binding Effect; Assignment..................................13
   Section 8.4.   Survival....................................................13

                                       -i-
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   Section 8.5.   Costs, Expenses and Taxes...................................13
   Section 8.6.   Execution in Counterparts; Integration......................13
   Section 8.7.   Governing Law; Submission to Jurisdiction...................13
   Section 8.8.   No Proceedings..............................................14
   Section 8.9.   Loans by Buyer to Originator................................14
   Section 8.10.  Notice......................................................14
   Section 8.11.  Entire Agreement............................................14

SIGNATURE.....................................................................14

Exhibit A         Purchase Price

                                      -ii-
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     THIS  PURCHASE  AND SALE  AGREEMENT  dated as of  December  30,  1999 (this
"AGREEMENT") is between Swift Transportation  Corporation,  a Nevada corporation
("ORIGINATOR"),  and  Swift  Receivables  Corporation,  a  Delaware  corporation
("BUYER"). The parties agree as follows:

PRELIMINARY STATEMENTS

     The  Originator  now  owns,  and from  time to time  hereafter,  will  own,
Receivables. The Originator wishes to sell and assign to Buyer, and Buyer wishes
to purchase from the Originator,  all of Originator's  right, title and interest
in and to such  Receivables,  together with the Related Security and Collections
with respect thereto.

     The Originator and Buyer intend that the transaction contemplated hereby to
be a true sale of the Receivables from the Originator to Buyer,  providing Buyer
with the full benefits of ownership of the  Receivables,  and the Originator and
Buyer  do  not  intend  this  transaction  to  be,  or for  any  purpose,  to be
characterized as, a loan from Buyer to the Originator.

     Upon each  purchase of  Receivables  from the  originator,  Buyer will sell
undivided  interests  therein,  and  in  the  associated  Related  Security  and
Collections  pursuant to that certain Receivables Sale Agreement dated as of the
date  hereof  (as  the  same  may,  from  time  to time  hereafter  be  amended,
supplemented, restated or otherwise modified, the "SECOND TIER AGREEMENT") among
Buyer, Originator,  Amsterdam Funding Corporation, the Liquidity Providers party
thereto, and ABN AMRO Bank, N.V. as the Enhancer and the Agent.

SECTION 1. DEFINITIONS AND RELATED MATTERS.


     SECTION 1.1. DEFINED TERMS. In this Agreement,  unless otherwise  specified
or defined herein:  (a)  capitalized  terms are used as defined in Schedule I to
the Second Tier  Agreement,  as such  agreement  may be amended or modified from
time to time;  and (b) terms  defined in Article 9 of the UCC and not  otherwise
defined herein are used as defined in such Article 9.

     In addition, the following terms will have the meanings specified below:

          "AVAILABLE FUNDS" is defined in Section 2.3(b) hereof.

          "CLOSING  DATE" means the date on which this  Agreement and the Second
     Tier Agreement become effective in accordance with their terms.

          "COLLECTION  AGENT FEE" is defined in Section  3.6 of the Second  Tier
     Agreement.

          "EXCLUDED LOSSES" is defined in Section 7.1 hereof.

          "INITIAL  FUNDING DATE" means the date of the first  purchase by Buyer
     from Originator under this Agreement as approved by the Agent.

                                       -1-
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          "SETTLEMENT  DATE" means, with respect to any Settlement  Period,  the
     twentieth day of the immediately succeeding calendar month (or, if such day
     is not a Business Day, the next preceding Business Day).

          "SETTLEMENT  PERIOD"  means a calendar  month (or,  in the case of the
     first  Settlement  Period,  the period from the Initial Funding Date to the
     end of the calendar month in which the Initial Funding Date occurs).

          "TRIGGER EVENT" means that (x) the outstanding principal amount of the
     Subordinated  Note exceeds the value of Buyer's interest in the Receivables
     (determined in accordance with GAAP),  and (y) such condition has continued
     for five Business Days.

     SECTION  1.2.  OTHER  INTERPRETIVE  MATTERS.  In  this  Agreement,   unless
otherwise  specified:  (a)  references  to any  Section  or Annex  refer to such
Section  of, or Annex to,  this  Agreement,  and  references  in any  Section or
definition  to any  subsection  or clause refer to such  subsection or clause of
such Section or definition; (b) "HEREIN",  "HEREOF",  "HERETO",  "HEREUNDER" and
similar  terms  refer to this  Agreement  as a whole  and not to any  particular
provision of this Agreement; (c) "INCLUDING" means including without limitation,
and other forms of the verb "TO INCLUDE" have correlative meanings; (d) the word
"OR" is not exclusive;  and (e) captions are solely for convenience of reference
and shall not affect the meaning of this Agreement.

SECTION 2. AGREEMENT TO CONTRIBUTE, PURCHASE AND SELL.

     SECTION 2.1.  PURCHASE AND SALE. On the terms and subject to the conditions
set forth in this Agreement,  Originator hereby sells to Buyer, and Buyer hereby
purchases from Originator,  all of Originator's right, title and interest in, to
and under the  Receivables  and all  proceeds  thereof  (including  all  Related
Security  and  Collections  with  respect  thereto),  in each case  whether  now
existing or hereafter arising or acquired.

     SECTION 2.2. TIMING OF CONTRIBUTION,  PURCHASES. $10,000 of the Receivables
existing at the opening of Originator's business on the Initial Funding Date are
hereby  contributed by Originator as capital to Buyer as of the Initial  Funding
Date. All of the remaining  Receivables  existing at the opening of Originator's
business on the Initial  Funding Date are hereby sold to Buyer as of the Initial
Funding Date. After the Initial Funding Date, each Receivable shall be deemed to
have been sold to Buyer  immediately  (and without further action by any Person)
upon  the  creation  of such  Receivable.  The  proceeds  with  respect  to each
Receivable (including all Collections with respect thereto) shall be sold at the
same time as such Receivable,  whether such proceeds (or  Collections)  exist at
such time or arise or are acquired thereafter.

     SECTION 2.3.  PURCHASE  PRICE.  (a) The  aggregate  purchase  price for the
Receivables sold on the Initial Funding Date shall be such amount as agreed upon
prior to the Initial  Funding Date between  Originator  and Buyer to be the fair
market value of such  Receivables on such date,  which shall equal the excess of
the (i) estimated aggregate outstanding balance of such Receivables over (ii) an
amount  agreed upon by Buyer and  Originator  representing  the  uncertainty  of
payment  and cost of  purchase  of such  Receivables.  The  purchase  price  for
Receivables  subsequently  sold during any Settlement Period shall be calculated
in accordance with the provisions set forth in Exhibit A hereto.

                                       -2-
<PAGE>
     (b) On the Initial  Funding Date,  Buyer shall pay  Originator the purchase
price for the  Receivables  sold on that date.  On each  Business  Day after the
Initial Funding Date on which Originator sells any Receivables to Buyer pursuant
to the terms of Section 2.1,  until the  termination of the purchase and sale of
Receivables  under Section 6 hereof,  Buyer shall pay to Originator the purchase
price of such  Receivables  (i) by  depositing  into such account as  Originator
shall specify immediately  available funds from monies then held by or on behalf
of Buyer  solely to the extent  that such monies do not  constitute  Collections
that are required to be  identified  or are deemed to be held by the  Collection
Agent  pursuant to the Second Tier  Agreement for the benefit of, or required to
be  distributed  to, the Agent or the  Purchasers  pursuant  to the Second  Tier
Agreement or required to be paid to the Collection Agent as the Collection Agent
Fee, or otherwise  necessary to pay current expenses of Buyer (in its reasonable
discretion)  (such available  monies,  the "AVAILABLE  FUNDS") and provided that
Originator  has paid all amounts  then due by  Originator  hereunder  or (ii) by
increasing the principal amount owed to Originator under the promissory note (as
amended or modified from time to time,  the  "SUBORDINATED  NOTE")  executed and
delivered by Buyer to the order of  Originator  as of the Initial  Funding Date.
The outstanding  principal amount owed to Originator under the Subordinated Note
may be  reduced  from  time to time as  provided  in  Section  3.2  hereof or by
payments made by Buyer from Available  Funds,  PROVIDED that Originator has paid
all  amounts  then  due by  Originator  hereunder.  Originator  shall  make  all
appropriate  record  keeping  entries with respect to amounts due to  Originator
under the  Subordinated  Note to reflect payments by Buyer thereon and increases
of the  principal  amount  thereof,  and  Originator's  books and records  shall
constitute  rebuttable  presumptive  evidence  of the  principal  amount  of and
accrued  interest  owed  to  Originator   under  the   Subordinated   Note.  The
Subordinated  Note shall bear  interest  for each day at an annual rate equal to
the rate  published in the Wall Street  Journal in the Money Rates section under
the heading  "Prime Rate" or, if such rate is not so  published  for any day the
rate  published for the next preceding day for which a rate is so published (the
"Prime Rate"), less one percent (1%).

     SECTION  2.4.  NO  RECOURSE  OR  ASSUMPTION  OF   OBLIGATIONS.   Except  as
specifically provided in this Agreement, the contribution,  purchase and sale of
Receivables  under this  Agreement  shall be  without  recourse  to  Originator.
Originator and Buyer intend the transactions  hereunder to constitute true sales
of  Receivables  by  Originator  to  Buyer,  and  that  this  transaction  shall
constitute a "sale of accounts"  (as such term is used in Article 9 of the UCC),
which sale is absolute and  irrevocable,  and provides Buyer with the full risks
and benefits of ownership of the Receivables  (such that the  Receivables  would
not be property of Originator's estate in the event of Originator's bankruptcy).
If, however,  despite the intention of the parties, the conveyances provided for
in this  Agreement are  determined  not to be "TRUE SALES" of  Receivables  from
Originator to Buyer,  then this Agreement shall also be deemed to be a "SECURITY
AGREEMENT"  within the  meaning of  Article 9 of the UCC and  Originator  hereby
grants to Buyer a "SECURITY INTEREST" within the meaning of Article 9 of the UCC
in all of  Originator's  right,  title and  interest in and to such  Receivables
(including the proceeds thereof), now existing and thereafter created, to secure
a loan in an amount equal to the aggregate  purchase prices therefor and each of
Originator's other payment obligations under this Agreement.

                                       -3-
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     Buyer  shall not have any  obligation  or  liability  with  respect  to any
Receivable,  nor shall Buyer have any  obligation or liability to any Obligor or
other customer or client of Originator  (including any obligation to perform any
of the obligations of Originator under any Receivable).

     SECTION 2.5  TRANSFER OF RECORDS.  In  connection  with the purchase of the
Receivables  hereunder,  the  Originator  hereby sells,  transfers,  assigns and
otherwise  conveys to Buyer all of Originator's  right and title to and interest
in the Records relating to all Receivables sold hereunder,  without the need for
any further  documentation  in  connection  with any  purchase  of  Receivables,
subject,  however,  to the  requirements  of  A.R.S.  ss.  6-1401  et.  seq.  In
connection with such transfer,  Originator  hereby grants to each of Buyer,  the
Agent and the Collection  Agent an  irrevocable,  non-exclusive  license to use,
without  royalty or payment of any kind, all software used by such Originator to
account  for  the  Receivables,  to  the  extent  necessary  to  administer  the
Receivables,  whether such  software is owned by such  Originator or is owned by
others  and  used by such  Originator  under  license  agreements  with  respect
thereto,  provided that should the consent of any licensor of Originator to such
grant of the license described herein be required, Originator hereby agrees that
upon the request of Buyer (or the Agent as Buyer's  assignee),  Originator  will
use its reasonable  efforts to obtain the consent of such third party  licensor.
The license granted hereby shall be irrevocable, and shall terminate on the date
this Agreement terminates in accordance with its terms.

     (a)  Originator  (i) shall take such action  requested  by Buyer and/or the
Agent (as Buyer's assignee),  from time to time hereafter, that may be necessary
or  appropriate  to ensure  that Buyer and its  assignees  under the Second Tier
Agreement have an enforceable  ownership interest in the Records relating to the
Receivables purchased from Originator,  subject, however, to the requirements of
A.R.S.  ss. 6-1401 et seq. and (ii) shall use its  reasonable  efforts to ensure
that Buyer,  the Agent and the Collection  Agent each have an enforceable  right
(whether  by license or  sublicense  or  otherwise)  to use all of the  computer
software used to account for the Receivables and/or to recreate such Records.

SECTION 3. ADMINISTRATION AND COLLECTION.

     SECTION 3.1.  ORIGINATOR TO ACT AS COLLECTION  AGENT.  Notwithstanding  the
sale of Receivables pursuant to this Agreement,  Originator shall continue to be
responsible for the servicing, administration and collection of the Receivables,
all on the terms set out in (and subject to any rights to  terminate  Originator
as Collection Agent pursuant to) the Second Tier Agreement.

     SECTION 3.2. DEEMED COLLECTIONS. If on any day the outstanding balance of a
Receivable  is reduced or  cancelled  as a result of any  defective  or rejected
services or damaged  cargo,  any setoff or credit  (whether such claim or credit
arises out of the same, a related, or an unrelated transaction) or other similar
reason not arising from the financial inability of the Obligor to pay undisputed
indebtedness,  (i)  Originator  shall be deemed to have  received  on such day a
Collection on such  Receivable in the amount of such  reduction or  cancellation
and (ii) such  Receivable  shall  thereupon be, or be deemed to be reconveyed to
Originator.  If on any day  any  representation,  warranty,  covenant  or  other
agreement of Originator related to a Receivable is not true or is not satisfied,
(i) Originator  shall be deemed to have received on such day a Collection in the

                                       -4-
<PAGE>
amount of the  outstanding  balance of such  Receivable and (ii) such Receivable
shall thereupon be, or be deemed to be reconveyed to Originator.  Not later than
the last day of each month  subsequent  to the Closing Date that  Originator  is
deemed pursuant to this Section 3.2 to have received any Collections, Originator
shall  transfer  to  Buyer,  in  immediately  available  funds,  or by setoff or
adjustment of accounts between  Originator and Buyer by way of a credit in favor
of Buyer, the amount of any such Deemed Collections;  PROVIDED, HOWEVER, that if
no such payment or adjustment is required under the Second Tier Agreement, Buyer
and  Originator  may agree to reduce  the  outstanding  principal  amount of the
Subordinated  Note in lieu of all or part of such  transfer.  To the extent that
Buyer  subsequently  collects any payment  with respect to any such  Receivable,
Buyer shall pay  Originator  an amount equal to the amount so  collected,  or an
appropriate adjustment of the accounts between Originator and Buyer, in favor of
Originator,  shall be made, not later than the last day of the month after Buyer
has so collected any such Receivable.

     SECTION  3.3.  APPLICATION  OF  COLLECTIONS.  Any  payment by an Obligor in
respect of any indebtedness owed by it to Originator shall,  except as otherwise
specified by such Obligor (including by reference to a particular  invoice),  or
required by the related contracts or law, be applied,  FIRST, as a Collection of
any Receivable or Receivables  then  outstanding of such Obligor in the order of
the age of such Receivables,  starting with the oldest of such Receivables, and,
SECOND, to any other indebtedness of such Obligor to Originator.

     SECTION 3.4. RESPONSIBILITIES OF ORIGINATOR.  Originator shall pay when due
all Taxes  payable in  connection  with the  Receivables  or their  creation  or
satisfaction.  Originator shall perform all of its obligations  under agreements
related to the Receivables to the same extent as if interests in the Receivables
had not been transferred  hereunder.  The Agent's or any Purchaser's exercise of
any  rights  hereunder  or under the Second  Tier  Agreement  shall not  relieve
Originator from such obligations. Neither the Agent nor any Purchaser shall have
any obligation to perform any  obligation of Originator or any other  obligation
(other  than  the   obligation  to  act  in  good  faith  and  with   commercial
reasonableness) or liability in connection with the Receivables.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

     SECTION 4.1. MUTUAL REPRESENTATIONS AND WARRANTIES.  Each of Originator and
Buyer represents and warrants to the other as follows:

          (a) EXISTENCE AND POWER. It is a corporation,  duly organized, validly
     existing and in good standing  under the laws of its state of  organization
     and has all company  power and  authority  and all  governmental  licenses,
     authorizations, consents and approvals required to carry on its business in
     each  jurisdiction  in which its  business is now  conducted,  except where
     failure to obtain such license,  authorization,  consent or approval  would
     not have a  material  adverse  effect on (i) its  ability  to  perform  its
     obligations under, or the  enforceability  of, any Transaction  Document to
     which it is a party,  (ii) its business or financial  condition,  (iii) the
     interests of Buyer or its assigns under the  Transaction  Documents or (iv)
     the   enforceability  or  collectibility  of  a  material  portion  of  the
     Receivables.

                                       -5-
<PAGE>
          (b) AUTHORIZATION AND NO  CONTRAVENTION.  Its execution,  delivery and
     performance  of each  Transaction  Document  to which it is a party (i) are
     within its powers,  (ii) have been duly authorized by all necessary company
     action,  (iii) do not  contravene  or constitute a default  under:  (A) any
     applicable  law, rule or regulation,  (B) its charter or by-laws or (C) any
     material agreement, order or other instrument to which it is a party or its
     property is subject  and (iv) will not result in any  Adverse  Claim on any
     Receivable,   Related   Security  or  Collection  or  give  cause  for  the
     acceleration of any of its indebtedness.

          (c) NO CONSENT REQUIRED. Other than the filing of financing statements
     no  approval,  authorization  or other  action  by, or  filings  with,  any
     Governmental  Authority or other Person is required in connection  with the
     execution,  delivery and performance by it of any  Transaction  Document to
     which it is a party or any transaction contemplated thereby.

          (d) BINDING EFFECT.  Each Transaction  Document to which it is a party
     constitutes  the  legal,  valid  and  binding  obligation  of  such  Person
     enforceable  against that Person in  accordance  with its terms,  except as
     limited  by  bankruptcy,  insolvency,  or  other  similar  laws of  general
     application  relating to or affecting the enforcement of creditors'  rights
     generally and subject to general principles of equity.

     SECTION 4.2. ADDITIONAL  REPRESENTATIONS BY ORIGINATOR.  Originator further
represents and warrants to Buyer as follows:

          (a) PERFECTION OF OWNERSHIP INTEREST.  Immediately  preceding its sale
     of Receivables to Buyer, Originator was the owner of, and effectively sold,
     such Receivables to Buyer,  free and clear of any Adverse Claim,  such that
     upon the sale, assignment and transfer of such Receivables. Buyer shall own
     the Receivables free of any Adverse Claim,  other than the interests of the
     Purchasers  (through the Agent) therein that are created by the Second Tier
     Agreement.

          (b) ACCURACY OF INFORMATION.  All information  furnished by Originator
     in writing in connection with any Transaction  Document, or any transaction
     contemplated  thereby,  is true and accurate in all material  respects (and
     was not  incomplete by omitting to state a material fact  necessary to make
     such information not materially misleading).

          (c)  NO  ACTIONS,   SUITS.  There  are  no  actions,  suits  or  other
     proceedings (including matters relating to environmental liability) pending
     or threatened  against or affecting  Originator  or any of its  properties,
     that (i) if adversely  determined  (individually or in the aggregate),  may
     have a material adverse effect on the financial condition of the Originator
     or on the  collectibility  of a material portion of the Receivables or (ii)
     involve any Transaction Document or any transaction  contemplated  thereby.
     Originator is not in default of any contractual  obligation or in violation
     of any order,  rule or  regulation  of any  Governmental  Authority,  which
     default  or  violation  may have a  material  adverse  effect  upon (i) the
     financial  condition  of the  Originator  or (ii) the  collectibility  of a
     material portion of the Receivables.

                                       -6-
<PAGE>
          (d) NO MATERIAL  ADVERSE CHANGE.  Since September 30, 1999,  there has
     been  no  material  adverse  change  in  (i)  the  Originator's   financial
     condition,  business,  operations or prospects or (ii) Originator's ability
     to perform its obligations under any Transaction Document.

          (e) ACCURACY OF EXHIBITS.  All  information on Exhibits D and E of the
     Second Tier  Agreement (to the extent  describing  Originator)  is true and
     complete, subject to any changes permitted by, and notified to the Agent in
     accordance with the Second Tier Agreement.

          (f)  SALES  BY  ORIGINATOR.  Each  sale by  Originator  to Buyer of an
     interest in Receivables has been made for "REASONABLY EQUIVALENT VALUE" (as
     such term is used in Section 548 of the Bankruptcy  Code) and not for or on
     account of  "ANTECEDENT  DEBT" (as such term is used in Section  547 of the
     Bankruptcy Code) owed by Originator to Buyer.

          (g) YEAR 2000  PROBLEM.  Originator  has reviewed the areas within its
     business  and  operations  which could be  adversely  affected  by, and has
     developed  or is  developing  a program to address on a timely  basis,  the
     "YEAR 2000 PROBLEM" (that is, the risk that computer  applications  used by
     Originator  and its  Subsidiaries  may be unable to  recognize  and perform
     properly date-sensitive  functions involving certain dates prior to and any
     date on or after  December  31,  1999),  and has made  related  appropriate
     inquiry of material supplies and vendors. Based on such review and program,
     Originator  believes the Year 2000 Problem will not have a material adverse
     effect on the Originator.

SECTION 5. GENERAL COVENANTS.

     SECTION 5.1.  COVENANTS.  Originator  hereby covenants and agrees to comply
with the following  covenants and agreements,  unless Buyer (with the consent of
the Agent) shall otherwise consent:

          (a)  FINANCIAL  REPORTING.   Originator  will  maintain  a  system  of
     accounting  established  and  maintained in  accordance  with GAAP and will
     furnish to Buyer:

               (i)  Within 90 days  after  each  fiscal  year of the  Originator
          copies  of  its  annual  audited  financial  statements  (including  a
          consolidated  balance  sheet,  consolidated  statement  of income  and
          retained earnings and statement of cash flows, with related footnotes)
          certified by independent certified public accountants  satisfactory to
          the Agent  (but only if same is  required  by  Agent,  otherwise  such
          financial  statements  need only be  certified by  Originator's  chief
          financial  officer) and prepared on a consolidated basis in conformity
          with GAAP;

               (ii) Within 45 days after each (except the last)  fiscal  quarter
          of  each  fiscal  year  of the  Originator,  copies  of its  unaudited
          financial statements  (including at least a consolidated balance sheet
          as of the close of such quarter and statements of earnings and sources
          and  applications  of funds for the period from the  beginning  of the
          fiscal  year to the  close of such  quarter)  certified  by the  chief

                                       -7-
<PAGE>
          financial  officer  and  prepared  in a  manner  consistent  with  the
          financial  statements  described  in part  (A) of  clause  (i) of this
          Section 5.1(a);

               (iii)  copies of all  financial  statements,  reports and returns
          which it shall send to its stockholders;


               (iv) Promptly upon becoming  available,  a copy of each report or
          proxy statement filed by the Originator (or  Originator's  Parent,  as
          the case may be) with the Securities Exchange Commission; and

               (v) with reasonable promptness such other information  (including
          non-financial information) as Buyer may reasonably request.

          (b) NOTICES. Promptly and in any event within five Business Days after
     a  Responsible  Officer  of  Originator  obtains  knowledge  of  any of the
     following, Originator will notify Buyer and provide a description of:

               (i) POTENTIAL TERMINATION EVENTS. The occurrence of any Potential
          Termination Event;

               (ii)   REPRESENTATIONS   AND  WARRANTIES.   The  failure  of  any
          representations  or  warranty  herein  to be  true  when  made  in any
          material respect;

               (iii) DOWNGRADING.  The downgrading,  withdrawal or suspension of
          any rating by any rating agency of any indebtedness of the Originator;

               (iv) LITIGATION.  The institution of any litigation,  arbitration
          proceeding or governmental proceeding which is reasonably likely to be
          material  to the  Originator  or the  collectibility  or  quality of a
          material portion of the Receivables; or

               (v)  JUDGMENTS.  The entry of any judgment or decree  against the
          Originator  (or any  Affiliate  of the  Originator)  if the  aggregate
          amount of all judgments  then  outstanding  against the Originator (or
          any Affiliate of the Seller or the Originator) exceeds $1,000,000.

          (c)  CONDUCT OF  BUSINESS.  The  Originator  will  perform all actions
     necessary  to  remain  duly  incorporated,  validly  existing  and in  good
     standing in its jurisdiction of incorporation and to maintain all requisite
     authority to conduct its business in each jurisdiction in which it conducts
     business.

          (d)  COMPLIANCE  WITH LAWS.  The  Seller  will  comply  with all laws,
     regulations,  judgments  and  other  directions  or orders  imposed  by any
     Governmental  Authority to which the Seller or any Receivable,  any Related
     Security or Collection may be subject.

                                       -8-
<PAGE>
          (e) FURNISHING INFORMATION AND INSPECTION OF RECORDS.  Originator will
     furnish to Buyer such  information  concerning the Receivables as Buyer may
     reasonably request, subject to any confidentiality restrictions. Originator
     will  permit,  at any time during  regular  business  hours,  Buyer (or any
     representatives  thereof)  (i) to examine and make  copies of all  Records,
     (ii) to visit the offices and  properties  of  Originator  or office of any
     other Person for the purpose of examining  the Records and (iii) to discuss
     matters  relating  hereto  with any of  Originator's  officers,  directors,
     employees  or  independent  public  accountants  having  knowledge  of such
     matters.  Once a year,  Buyer may (at the  expense of  Originator)  have an
     independent  public  accounting  firm  (which  firm may be the same  public
     accounting firm utilized by Originator)  conduct an audit of the Records or
     make test  verification  of the  Receivables  and Collections in connection
     with the  audit  and test  verifications  conducted  on behalf of the Agent
     under the Second Tier Agreement,  provided,  however,  that Buyer shall not
     request such  independent  audit unless the Agent requires same pursuant to
     the Second Tier Agreement.

          (f)  KEEPING  RECORDS.  (i)  Originator  will  have and  maintain  (A)
     administrative and operating  procedures  (including an ability to recreate
     Records if originals are destroyed), (B) adequate facilities, personnel and
     equipment and (C) all Records and other information  necessary or advisable
     for collecting the Receivables  (including  Records  adequate to permit the
     immediate identification of each new Receivable and all Collections of, and
     adjustments to, each existing Receivable). Originator will give Buyer prior
     notice of any material change in such administrative operating procedures.

          (ii) Originator will, (A) at all times from and after the date hereof,
     create as legend  screen which  automatically  appears on its computer when
     its  accounts  receivable  software  program is accessed  from any computer
     which  conspicuously  describes  Buyer's interest in the  Receivables,  the
     Related Security and the Collections,  and shall clearly and  conspicuously
     mark any  other  master  accounts  receivable  books and  records  which it
     maintains, if any, in order to reflect Buyer's interest in the Receivables.

          (g)  PERFECTION.  (i) The  Originator  will at its  expense,  promptly
     execute and  deliver  all  instruments  and  documents  and take all action
     necessary or requested by the Buyer  (including the execution and filing of
     financing or  continuation  statements,  amendments  thereto or assignments
     thereof) to enable the Buyer to exercise and enforce all its rights against
     the Receivables and to vest and maintain vested in the Buyer a valid, first
     priority perfected  security interest in the Receivables,  the Collections,
     and proceeds  thereof free and clear of any Adverse  Claim (and a perfected
     ownership  interest in the Receivables and Collections to the extent of the
     Sold Interest).  To the extent  permitted by applicable law, the Buyer will
     be  permitted  to sign  and file any  continuation  statements,  amendments
     thereto and assignments thereof without the Buyer's signature.

          (ii) The  Buyer  will not  change  its  name,  identity  or  corporate
     structure  or relocate  its chief  executive  office or the Records  except
     after thirty (30) days advance  notice to the Buyer and the delivery to the
     Buyer  of  all  financing  statements,   instruments  and  other  documents
     (including direction letters) requested by the Buyer.

                                       -9-
<PAGE>
          (iii) The Originator  will at all times  maintain its chief  executive
     office within the State of Arizona.

          (h) PAYMENTS ON  RECEIVABLES,  ACCOUNTS.  The  Originator  will at all
     times  instruct all Obligors to deliver  payments on the  Receivables  to a
     Lock-Box.  If any such  payments or other  Collections  are received by the
     Originator,  it shall hold such  payments  in trust for the  benefit of the
     Buyer and  promptly  (but in any  event  within  two  Business  Days  after
     receipt)  remit such funds at the  direction of the Buyer.  The  Originator
     will cause each Lock-Box  Bank to comply with the terms of each  applicable
     Lock-Box  Letter.  After  the  occurrence  of a  Termination  Event  or the
     Liquidity  Termination  Date, the Originator  will not, and will not permit
     any  Collection  Agent or other Person to,  commingle  Collections or other
     funds to which the Buyer is entitled with any other funds.  The  Originator
     shall only add a Lock-Box  Bank,  Lock-Box,  or  Lock-Box  Account to those
     listed on Exhibit F of the Second Tier  Agreement if the Buyer has received
     notice  of  such  addition,  a copy of any new  Lock-Box  Agreement  and an
     executed and  acknowledged  copy of a Lock-Box Letter  substantially in the
     form of Exhibit G of the Second Tier  Agreement  (with such  changes as are
     acceptable to the Buyer) from any new Lock-Box Bank.  The Originator  shall
     only  terminate a Lock-Box Bank or Lock-Box,  or close a Lock-Box  Account,
     upon 30 days advance notice to the Buyer.

          (i)  SALES AND  ADVERSE  CLAIMS  RELATING  TO  RECEIVABLES.  Except as
     otherwise  provided herein, the Originator will not (by operation of law or
     otherwise) dispose of or otherwise  transfer,  or create or suffer to exist
     any Adverse Claim upon, any Receivable or any proceeds thereof.

          (j)  EXTENSION  OR  AMENDMENT  OF  RECEIVABLES.  Except  as  otherwise
     permitted in the Second Tier  Agreement  and then subject to Section 1.5 of
     the Second Tier Agreement,  the Originator will not extend,  amend, rescind
     or cancel any Receivable.

          (k)  PERFORMANCE  OF DUTIES.  Originator  will  perform  its duties or
     obligations in accordance  with the  provisions of each of the  Transaction
     Documents  to which it is a party.  Originator  (at its  expense)  will (i)
     fully and timely perform in all material  respects all agreements,  if any,
     required to be  observed by it in  connection  with each  Receivable,  (ii)
     comply in all material respects with the Credit and Collection  Policy, and
     (iii)  refrain  from any action  that may impair the rights of Buyer in the
     Receivables, Collections or Lock-Box Accounts.

     SECTION 5.2. ORGANIZATIONAL SEPARATENESS. Originator agrees not to take any
action that would cause Buyer to violate its  certificate of  incorporation  and
by-laws.  Buyer agrees to conduct its business in a manner  consistent  with its
certificate of incorporation and by-laws.

SECTION 6. TERMINATION OF PURCHASES.

     SECTION 6.1.  VOLUNTARY  TERMINATION.  The purchase and sale of Receivables
pursuant to this Agreement may be terminated by either party, upon at least five
Business Days' prior written notice to the other party.

                                      -10-
<PAGE>
     Section 6.2.  AUTOMATIC  TERMINATION.  The purchase and sale of Receivables
pursuant to this Agreement shall automatically  terminate upon the occurrence of
(i) a Bankruptcy  Event with respect to  Originator,  (ii) a Trigger  Event,  or
(iii) the Liquidity Termination Date.

SECTION 7. INDEMNIFICATION.

     SECTION 7.1. ORIGINATOR'S INDEMNITY.  Without limiting any other rights any
Person may have hereunder or under applicable law, Originator hereby indemnifies
and holds harmless Buyer and its officers,  managers, agents and employees (each
an "INDEMNIFIED  PARTY") from and against any and all damages,  losses,  claims,
liabilities,   penalties,   Taxes,  costs  and  expenses  (including  reasonable
attorneys'  fees  and  court  costs  actually  incurred)  (all of the  foregoing
collectively,  the  "INDEMNIFIED  LOSSES") at any time imposed on or incurred by
any  Indemnified  Party arising out of or otherwise  relating to any Transaction
Document, the transactions  contemplated thereby, or any action taken or omitted
by any of the Indemnified  Parties,  whether arising by reason of the acts to be
performed by  Originator  hereunder or  otherwise,  excluding  only  Indemnified
Losses  ("EXCLUDED  LOSSES")  to the extent (a) a final  judgment  of a court of
competent  jurisdiction holds such Indemnified Losses resulted solely from gross
negligence   or   willful   misconduct   of  the   Indemnified   Party   seeking
indemnification, (b) solely due to the credit risk or financial inability to pay
of the  Obligor  and  for  which  reimbursement  would  constitute  recourse  to
Originator or the  Collection  Agent for  uncollectible  Receivables or (c) such
Indemnified  Losses  include Taxes on, or measured by, the overall net income of
the Buyer.  Without limiting the foregoing  indemnification,  but subject to the
limitations  set forth in clauses  (a),  (b) and (c) of the  previous  sentence,
Originator  shall  indemnify  each  Indemnified  Party  for  Indemnified  Losses
relating to or resulting from:

          (i) any  representation or warranty made by or on behalf of Originator
     under or in  connection  with this  Agreement,  any Periodic  Report or any
     other  information  or  report  delivered  by  Originator  pursuant  to the
     Transaction  Documents,  which  shall have been false or  incorrect  in any
     material respect when made or deemed made;

          (ii) the failure by Originator to comply with any applicable law, rule
     or  regulation  related  to any  Receivable,  or the  nonconformity  of any
     Receivable with any such applicable law, rule or regulation;

          (iii) the failure of Originator to vest and maintain  vested in Buyer,
     a perfected ownership or security interest in the Receivables and the other
     property conveyed pursuant hereto, free and clear of any Adverse Claim;

          (iv) any  commingling  of funds to which Buyer is  entitled  hereunder
     with any other funds;

          (v) any  failure  of a Lock-Box  Bank to comply  with the terms of the
     applicable Lock-Box Letter;

          (vi) any dispute,  claim,  offset or defense  (other than discharge in
     bankruptcy of the Obligor or financial  inability of the Obligor to pay) of
     the Obligor to the payment of any Receivable,  or any other claim resulting

                                      -11-
<PAGE>
     from the sale or lease of goods or the  rendering  of  services  related to
     such  Receivable or the  furnishing or failure to furnish any such goods or
     services or other  similar  claim or defense not arising from the financial
     inability of any Obligor to pay undisputed indebtedness;

          (vii) any failure of Originator  to perform its duties or  obligations
     in  accordance   with  the  provisions  of  this  Agreement  or  any  other
     Transaction Document to which Originator is a party; or

          (viii) any environmental  liability claim, products liability claim or
     personal  injury or property  damage suit or other similar or related claim
     or  action of  whatever  sort,  arising  out of or in  connection  with any
     Receivable or any other suit,  claim or action of whatever sort relating to
     any of Originator's obligations under the Transaction Documents.

     SECTION  7.2.  INDEMNIFICATION  DUE  TO  FAILURE  TO  CONSUMMATE  PURCHASE.
Originator will indemnify Buyer on demand and hold it harmless against all costs
(including,  without limitation,  breakage costs) and expenses incurred by Buyer
resulting  from any failure by Originator  to consummate a purchase  after Buyer
has requested a transfer of the applicable  Receivables to the Purchasers  under
the terms of the Second Tier Agreement.

     SECTION 7.3.  OTHER COSTS.  If Buyer becomes  obligated to  compensate  the
Purchasers under the Second Tier Agreement or any other Transaction Document for
any costs or indemnities  pursuant to any provision of the Second Tier Agreement
or any other Transaction Document,  then Originator shall, on demand,  reimburse
Buyer for the amount of any compensation.

SECTION 8. MISCELLANEOUS.

     SECTION 8.1.  AMENDMENTS,  WAIVERS,  ETC. No amendment of this Agreement or
waiver of any  provision  hereof or consent  to any  departure  by either  party
therefrom  shall be effective  without the written  consent of the party that is
sought to be bound.  Any such waiver or consent  shall be effective  only in the
specific  instance  given.  No failure  or delay on the part of either  party to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies  provided by law.  Originator  agrees that the Purchasers may rely upon
the terms of this  Agreement,  and that the terms of this  Agreement  may not be
amended, nor any material waiver of those terms be granted,  without the consent
of the Agent;  PROVIDED that  Originator and Buyer may agree to an adjustment of
the purchase price for any Receivable  without the consent of the Agent provided
that the purchase price paid for any Receivable shall be an amount not less than
adequate consideration that represents fair value for such Receivable.

     SECTION 8.2.  ASSIGNMENT  OF  RECEIVABLES  PURCHASE  AGREEMENT.  Originator
hereby acknowledges that on the date hereof Buyer has collaterally  assigned for
security  purposes  all of its right,  title and  interest in, to and under this

                                      -12-
<PAGE>
Agreement to the Agent for the benefit of the Purchasers  pursuant to the Second
Tier   Agreement  and  that  the  Agent  and  the  Purchasers  are  third  party
beneficiaries  hereof.  Originator  hereby further  acknowledges  that after the
occurrence and during the continuation of a Termination  Event all provisions of
this  Agreement  shall  inure to the  benefit  of the Agent and the  Purchasers,
including the enforcement of any provision hereof to the extent set forth in the
Second Tier  Agreement,  but that neither the Agent nor any Purchaser shall have
any  obligations or duties under this  Agreement.  No purchases shall take place
hereunder at any time that the Agent has exercised its right to enforce  Buyer's
rights  hereunder  pursuant  to  Section  1.8  of  the  Second  Tier  Agreement.
Originator  hereby further  acknowledges  that the execution and  performance of
this  Agreement are  conditions  precedent  for the Agent and the  Purchasers to
enter into the Second Tier  Agreement  and that the  agreement  of the Agent and
Purchasers to enter into the Second Tier  Agreements will directly or indirectly
benefit  Originator  and  constitutes  good and valuable  consideration  for the
rights and remedies of the Agent and each Purchaser with respect hereto.

     SECTION 8.3.  BINDING EFFECT;  ASSIGNMENT.  This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns and shall also, to the extent provided  herein,  inure to
the benefit of the parties to the Second Tier Agreement. Originator acknowledges
that Buyer's  rights under this  Agreement are being assigned to the Agent under
the Second Tier Agreement and consents to such assignment and to the exercise of
those rights directly by the Agent,  to the extent  permitted by the Second Tier
Agreement.

     SECTION 8.4.  SURVIVAL.  The rights and remedies with respect to any breach
of any  representation  and warranty  made by  Originator  or Buyer  pursuant to
Section 4 and the  indemnification  provisions  of Section 7 shall  survive  any
termination of this Agreement.

     SECTION 8.5.  COSTS,  EXPENSES AND TAXES. In addition to the obligations of
Originator  under Section 7, each party hereto agrees to pay on demand all costs
and expenses  incurred by the other party and its assigns  (other than  Excluded
Losses) in connection  with the  enforcement of, or any actual or claimed breach
of, this Agreement, including the reasonable fees and expenses of counsel to any
of such Persons  incurred in connection with any of the foregoing or in advising
such Persons as to their respective  rights and remedies under this Agreement in
connection  with any of the foregoing.  Originator  also agrees to pay on demand
all stamp and other  taxes and fees  payable  or  determined  to be  payable  in
connection  with  the  execution,   delivery,  filing,  and  recording  of  this
Agreement.

     SECTION 8.6. EXECUTION IN COUNTERPARTS;  INTEGRATION. This Agreement may be
executed in any number of counterparts and by the different  parties in separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
Agreement.

     SECTION  8.7.  GOVERNING  LAW.  This  Agreement  shall be governed  by, and
construed in accordance  with,  the internal laws (and not the law of conflicts)
of the State of Arizona.

                                      -13-
<PAGE>
     SECTION  8.8. NO  PROCEEDINGS.  Originator  agrees,  for the benefit of the
parties to the Second Tier Agreement,  that it will not institute against Buyer,
or join any other Person in instituting  against Buyer, any proceeding of a type
referred to in the  definition  of  Bankruptcy  Event until one year and one day
after no  investment,  loan or commitment is  outstanding  under the Second Tier
Agreement.  In addition,  all amounts payable by Buyer to Originator pursuant to
this  Agreement  shall be payable  solely from funds  available for that purpose
(after Buyer has satisfied all  obligations  then due and owing under the Second
Tier Agreement).

     SECTION  8.9.  LOANS BY  BUYER  TO  ORIGINATOR.  Buyer  may  make  loans to
Originator from time to time if so agreed between such parties and to the extent
that Buyer has funds available for that purpose after satisfying its obligations
under this  Agreement  and the  Second  Tier  Agreement.  Any such loan shall be
payable  upon demand (and may be prepaid with penalty or premium) and shall bear
interest at such rate as Buyer and Originator shall from time to time agree.

     SECTION 8.10. NOTICES.  Unless otherwise  specified,  all notices and other
communications  hereunder shall be in writing  (including by telecopier or other
facsimile  communication),  given to the  appropriate  Person at its  address or
telecopy  number set forth in the Second Tier Agreement or at such other address
or telecopy  number as such Person may specify,  and effective  when received at
the address specified by such Person.

     SECTION 8.11.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire
understanding of the parties thereto concerning the subject matter thereof.  Any
previous or contemporaneous agreements, whether written or oral, concerning such
matters are superseded thereby.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their respective  officers  thereunto duly  authorized,  as of the date first
above written.

                                        SWIFT TRANSPORTATION
                                        CORPORATION, as Originator


                                        By
                                           -------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                        SWIFT RECEIVABLES CORPORATION, as Buyer


                                        By
                                           -------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------

                                      -14-
<PAGE>
                                    EXHIBIT A

                                 PURCHASE PRICE