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                                CREDIT AGREEMENT

                                      among

                         SWIFT TRANSPORTATION CO., INC.


                             THE BANKS NAMED HEREIN


                             WELLS FARGO BANK, N.A.
                             as Administrative Agent
                                       and
                                 as Issuing Bank

                                       and

                               ABN AMRO BANK N.V.
                                   as Co-Agent









                          Dated as of January 16, 1997







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<PAGE>
                                TABLE OF CONTENTS
                                -----------------


                                                                            Page
                                                                            ----

ARTICLE I    DEFINITIONS.......................................................2

         SECTION 1.1  Defined Terms............................................2
         SECTION 1.2  Terms Generally.........................................11

ARTICLE II   THE REVOLVING CREDIT FACILITY....................................12

         SECTION 2.1  The Commitment..........................................12
         SECTION 2.2  [Intentionally left blank]..............................12
         SECTION 2.3  Procedures for Borrowings Under the Revolving Loans.....12
         SECTION 2.4  Loans...................................................13
         SECTION 2.5  Refinancings............................................14
         SECTION 2.6  Fees....................................................14
         SECTION 2.7  Notes; Repayment of Revolving Loans.....................15
         SECTION 2.8  Interest on Revolving Loans.............................15
         SECTION 2.9  Default Interest........................................16
         SECTION 2.10 Termination and Reduction of Commitments................16
         SECTION 2.11 Conversion and Continuation of Borrowings...............16
         SECTION 2.12 Prepayment..............................................17
         SECTION 2.13 Reserve Requirements; Change in Circumstances...........18
         SECTION 2.14 Change in Legality......................................20
         SECTION 2.15 Redeployment Loss.......................................20
         SECTION 2.16 Pro Rata Treatment......................................21
         SECTION 2.17 Sharing of Setoffs......................................21
         SECTION 2.18 Payments................................................22
         SECTION 2.19 Taxes...................................................22
         SECTION 2.20 Termination or Assignment of Commitments Under Certain
                      Circumstances...........................................25

ARTICLE IIA  LETTERS OF CREDIT................................................26

         SECTION 2A.1 Standby Letters of Credit...............................26
         SECTION 2A.2 Notice..................................................26
         SECTION 2A.3 Letter of Credit Participations.........................26
         SECTION 2A.4 Disbursement and Reimbursement..........................27
                                       -i-
<PAGE>
ARTICLE III  REPRESENTATIONS AND WARRANTIES...................................29

         SECTION 3.1  Organization; Corporate Powers; Etc.....................29
         SECTION 3.2  Authorization; Etc......................................29
         SECTION 3.3  Enforceability..........................................29
         SECTION 3.4  Financial Condition and Information.....................30
         SECTION 3.5  No Material Adverse Change..............................30
         SECTION 3.6  Litigation..............................................30
         SECTION 3.7  Federal Reserve Regulations.............................30
         SECTION 3.8  Investment Company Act..................................31
         SECTION 3.9  Public Utility Holding Company Act......................31
         SECTION 3.10 Tax Returns.............................................31
         SECTION 3.11 ERISA...................................................31
         SECTION 3.12 Title to Properties: Possession.........................31
         SECTION 3.13 Use of Proceeds.........................................31
         SECTION 3.14 Environmental and Safety Matters........................31
         SECTION 3.15 Subsidiaries............................................31

ARTICLE IV   CONDITIONS TO CREDIT EVENTS......................................32

         SECTION 4.1  Credit Events...........................................32
         SECTION 4.2  First Credit Event......................................32

ARTICLE V    AFFIRMATIVE COVENANTS............................................34

         SECTION 5.1  Corporate Existence.....................................34
         SECTION 5.2  Insurance...............................................34
         SECTION 5.3  Taxes...................................................34
         SECTION 5.4  Financial Statements; Reports, etc......................34
         SECTION 5.5  Litigation and Other Notices............................36
         SECTION 5.6  Maintaining Records: Access to Premises and Records.....36
         SECTION 5.7  Use of Proceeds.........................................36
         SECTION 5.8  Unencumbered Assets.....................................36

ARTICLE VI   NEGATIVE COVENANTS...............................................37

         SECTION 6.1  [Intentionally left blank]..............................37
         SECTION 6.2  Mergers, Consolidations, Sales of Assets................37
         SECTION 6.3  Accounting Change.......................................37
         SECTION 6.4  Guarantee...............................................37
         SECTION 6.5  ERISA Liabilities.......................................37
         SECTION 6.6  Funded Debt/EBITDA Ratio................................37
         SECTION 6.7  Debt Service Coverage Ratio.............................38
                                      -ii-
<PAGE>
ARTICLE VII  EVENTS OF DEFAULT................................................39

         SECTION 7.1  Events of Default.......................................39
         SECTION 7.2  Remedies................................................41
         SECTION 7.3  Occurrence and Declaration of an Event of Default.......41

ARTICLE VIII THE ADMINISTRATIVE AGENT.........................................42

         SECTION 8.1  Appointment.............................................42
         SECTION 8.2  Liability...............................................42
         SECTION 8.3  Action by Administrative Agent..........................43
         SECTION 8.4  Resignation.............................................44
         SECTION 8.5  Agent as Bank...........................................44
         SECTION 8.6  Ownership and Possession of Loan Documents..............45
         SECTION 8.7  Indemnification.........................................45
         SECTION 8.8  Independent Credit Analysis.............................45
         SECTION 8.9  Process for Obtaining Approval of the Banks.............45
         SECTION 8.10 Communications to the Banks.............................46
         SECTION 8.11 Relationship with the Borrower..........................46
         SECTION 8.12 Payments to or by the Banks.............................47
         SECTION 8.13 Application of Payments.................................48
         SECTION 8.14 Defaulting Banks........................................48
         SECTION 8.15 Purchase of Defaulting Bank's Interest After Default....49
         SECTION 8.16 Purchase Price and Payment for Defaulting Bank's
                      Interest................................................50

ARTICLE IX   MISCELLANEOUS....................................................51

         SECTION 9.1  Notices.................................................51
         SECTION 9.2  Survival of Agreement...................................51
         SECTION 9.3  Binding Effect..........................................52
         SECTION 9.4  Successors and Assigns..................................52
         SECTION 9.5  Expenses; Indemnity.....................................55
         SECTION 9.6  Right of Setoff.........................................56
         SECTION 9.7  Applicable Law..........................................56
         SECTION 9.8  Waivers; Amendment......................................56
         SECTION 9.9  Interest Rate Limitation................................57
         SECTION 9.10 Entire Agreement........................................57
         SECTION 9.11 Severability............................................57
         SECTION 9.12 Counterparts and Signature Pages........................57
         SECTION 9.13 Headings................................................58
         SECTION 9.14 Arbitration.............................................58
         SECTION 9.15 Jurisdiction............................................60
         SECTION 9.16 Waiver of Jury Trial....................................60
         SECTION 9.17 Confidentiality.........................................60
                                      -iii-
<PAGE>
LIST OF EXHIBITS AND SCHEDULES

Exhibit "A"          -     Form of Assignment and Acceptance
Exhibit "B"          -     Form of Borrowing Notice
Exhibit "C"          -     Revolving Credit Note (Facility)
Exhibit "D"          -     Administrative Details Reply Form
Exhibit "E"          -     Matters to be Covered by the Legal Opinion of Counsel
Exhibit "F"          -     Form of Quarterly Compliance Certificate

Schedule 2.1         -     Commitments of Banks
Schedule 3.5         -     Material Adverse Change Since September 30, 1996
Schedule 3.15        -     Borrower's and Guarantor's Significant Subsidiaries
                                      -iv-
<PAGE>
                                CREDIT AGREEMENT


         BY  THIS   CREDIT   AGREEMENT   (together   with  any   amendments   or
modifications,  the  "Agreement"),  entered  into as of January  16, 1997 by and
among SWIFT  TRANSPORTATION  CO, INC., an Arizona  corporation (the "Borrower"),
the banks  listed in Schedule  2.1 (the  "Banks"),  WELLS FARGO BANK,  N.A.,  as
administrative  agent  for the  Banks  (in  such  capacity,  together  with  any
successor agent appointed hereunder,  the "Administrative Agent") and as Issuing
Bank  (as  hereinafter  defined),  and  ABN  AMRO  BANK  N.V.  as  Co-Agent,  in
consideration  of the mutual  promises  herein  contained and for other valuable
consideration, the parties hereto do agree as follows:


                                    RECITALS
                                    --------

         A. The  Borrower  has asked that the Banks  provide a revolving  credit
facility (the "Facility") in the maximum principal amount of  $110,000,000.00 to
Borrower for general corporate  purposes,  including without  limitation working
capital and the issuance of one or more Letters of Credit.

         B. The Banks are willing to extend such  credits to the Borrower on the
terms and  subject  to the  conditions  herein set  forth.  Effective  as of the
delivery of this Agreement,  the Loan Agreement dated September 30, 1993 between
the Borrower and Wells Fargo Bank, N.A. (formerly known as First Interstate Bank
of Arizona, N.A.) (the "1993 Agreement") will be terminated and replaced by this
Agreement.

         Accordingly,  the Borrower, the Banks, the Administrative Agent and the
Issuing Bank agree as follows:
<PAGE>
                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 Defined Terms.  Although terms may be defined  elsewhere in
this Agreement,  as used in this  Agreement,  the following terms shall have the
meanings specified below:

         "Administrative  Agent" shall have the meaning assigned to such term in
the Preamble, and any successor thereto.

         "Administrative  Details  Reply  Form"  shall  mean  an  Administrative
Details Reply Form in the form of Exhibit "D".

         "Affiliate"  shall mean, when used with respect to a specified  person,
another person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  person
specified.

         "Agency  Fee" shall have the  meaning  assigned to such term in Section
2.6(c).

         "Agreement" shall mean this Credit Agreement.

         "Anniversary Date" shall mean January 16 of each year.

         "Applicable Interest Rate" with respect to a given Borrowing shall mean
the interest rate in effect for that Borrowing as determined pursuant to Section
2.8 herein.

         "Applicable  Margin" shall mean on any date,  with respect to the Loans
and the Commitment Fee, the lowest  applicable factor set forth below based upon
Borrower's achievement of all of the conditions for that factor category:
<TABLE>
<CAPTION>

                                                                                           Unused
                                                          LIBOR          Base Rate       Commitment         Letter of
                                                        Borrowing        Borrowing           Fee           Credit Fee
                                                        ---------        ---------       ----------        ----------
<S>                                                  <C>              <C>             <C>                <C>       
Level 1: Conditions
-------------------
Funded Debt/EBITDA Ratio less than 1.0:1             32.0 basis       0 basis         10.0 basis         40.0 basis
                                                     points           points          points             points
Level 2: Conditions
-------------------
Funded Debt/EBITDA Ratio less than 2.25:1            37.5 basis       0 basis         12.5 basis         45.0 basis
                                                     points           points          points             points

Level 3: Conditions
-------------------
Funded Debt/EBITDA Ratio equal to or                 45.0 basis       0 basis         15.0 basis         50.0 basis
greater than 2.25:1                                  points           points          points             points
</TABLE>
                                       -2-
<PAGE>
For purposes of the foregoing,  the Applicable  Margin shall be determined  for,
and as to future  LIBOR  Borrowings  and as to  existing  and  future  Base Rate
Borrowings  shall be  effective  as of the first day of, each fiscal  quarter of
Borrower by reference to the  above-specified  financial ratios calculated as of
the end of the immediately  preceding fiscal quarter. In the event that Borrower
fails to deliver  to the Banks its  Quarterly  Certificate  by the 65th day of a
fiscal  quarter,  the Level 3 Applicable  Margin  shall be effective  until such
Quarterly Certificate shall have been delivered to the Banks.

         "Assignment  and  Acceptance"  shall mean an assignment  and acceptance
entered into by a Bank and an assignee, accepted by the Administrative Agent, in
the form of Exhibit "A".

         "Average  Adjusted Daily Undrawn Balance" shall equal the average daily
unused amount of the Total Commitment during the preceding calendar quarter;  to
the extent the result is negative,  the Balance shall be deemed to be zero.  For
this  purpose,  the Letter of Credit  Balance shall be deemed to be a use of the
Total Commitment.

         "Banks," each a "Bank":  See the Preamble.

         "Base Rate" shall mean the Prime Rate and shall change on each day that
the Prime Rate changes.

         "Base Rate Borrowing" shall mean a Borrowing bearing interest at a rate
determined by reference to the Base Rate.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "Borrower":  See the Preamble.

         "Borrowing"  shall mean an outstanding  principal  amount of one of the
Revolving  Loans as to which a single  Interest  Period  is in  effect  and with
respect to which a single Applicable Interest Rate applies.

         "Borrowing  Notice" shall mean a notice given  pursuant to Section 2.3,
as therein described.

         "Business  Day"  shall  mean  any  day  (other  than a day  which  is a
Saturday,  Sunday or legal holiday in the State of Arizona) on which  commercial
banks are open for business in Phoenix,  Arizona, Los Angeles,  California,  San
Francisco,  California,  Detroit  Michigan,  and New York,  New York;  provided,
however,  that,  when  used in  connection  with a  LIBOR  Borrowing,  the  term
"Business Day" shall exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.

         "Capital  Lease"  shall mean any lease of any property  (whether  real,
personal or mixed)  required by GAAP to be accounted  for as a capital  lease on
the balance sheet of the lessee.
                                       -3-
<PAGE>
         "Capital Lease Obligations" of any Person shall mean the obligations of
such  Person  to pay  rent  or  other  amounts  under  any  lease  of (or  other
arrangement  conveying  the  right  to use)  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, for the purposes of this Agreement,  the amount of such  obligations at any
time  shall  be the  capitalized  amount  thereof  at such  time  determined  in
accordance with GAAP.

         A "Change in Control"  shall be deemed to have  occurred  if, after the
date hereof,  (a) any person or group  (within the meaning of Rule 13d-3,  as in
effect on the date  hereof,  promulgated  by the SEC under the 1934 Act),  shall
acquire, directly or indirectly,  beneficially or of record, shares representing
more than 50% of the aggregate  ordinary voting power  represented by the issued
and  outstanding  capital  stock of the  Borrower;  (b) a majority  of the seats
(other than vacant seats) on the board of directors  become  occupied by persons
not members of said board on the date hereof that were neither (i)  nominated by
the board of  directors  of the  Borrower,  nor (ii)  appointed  by directors so
nominated;  or (c) any person or group shall  otherwise  directly or  indirectly
Control the Borrower.

         "Closing Date" shall mean the date of the first Credit Event hereunder.

         "Co-Agent"  shall mean ABN AMRO BANK N.V.  The  Co-Agent  shall have no
rights,  duties or  responsibilities  under the Loan Documents beyond those of a
Bank.

         "Code" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "Commitment"  shall mean,  with respect to each Bank, the commitment of
such Bank as to the  Facility  hereunder  as set forth in Schedule  2.1, as such
Bank's  Commitment  may be  permanently  terminated or reduced from time to time
pursuant  to  Section  2.10  or  2.20.  Each  Bank's   Commitment  shall  fully,
automatically and permanently terminate on the Maturity Date.

         "Commitment  Fee"  shall  have the  meaning  assigned  to such  term in
Section 2.6(a).

         "Control"  shall mean the power to direct or cause the direction of the
management or policies of a person,  whether  through rights of ownership  under
voting   securities,   under  contract  or  otherwise,   and  "Controlling"  and
"Controlled" shall have meanings correlative thereto.

         "Credit Event" shall have the meaning given such term in Article IV.

         "Debt Service  Coverage Ratio" shall have the meaning  assigned to such
term in Section 6.7.

         "Default  Rate"  shall mean a rate per annum  (computed  as provided in
Section  2.8(b))  equal to the Base Rate plus three percent (3%) and changing in
conformity with each change in the Base Rate.
                                       -4-
<PAGE>
         "Designated  Officer"  shall  mean any of the  Chairman  of the  Board,
President,  the Chief Financial Officer, and the Chief Accounting Officer of the
Borrower.

         "Dollars"  or "$"  shall  mean  lawful  money of the  United  States of
America.

         "Equipment"  shall mean tangible  personalty  that is not  "inventory,"
"farm equipment" or "fixtures," as the immediately preceding terms in quotations
are defined in Article Nine of the Uniform  Commercial  Code as in effect in and
for the State of Arizona.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

         "ERISA  Affiliate"  shall mean any trade or  business  (whether  or not
incorporated)  that is a member of a group of which the Borrower is a member and
which is treated as a single employer under Section 414 of the Code.

         "ERISA  Liabilities"  shall mean at any time the minimum liability with
respect  to Plans  that  would be  required  to be  reflected  at such time as a
liability on the consolidated balance sheet of the Borrower under GAAP.

         "Eurodollar  Lending  Office," with respect to any Bank (or transferee)
or the  Administrative  Agent, shall mean such office or branch as such Bank (or
transferee) or the Administrative Agent has designated to the Borrower herein in
Schedule  "2.1" as the  office or branch  of such  Bank (or  transferee)  or the
Administrative Agent which shall constitute the Lending Office thereof for LIBOR
Borrowings.

         "Event of  Default"  shall have the  meaning  assigned  to such term in
Article VII.

         "Facility":  See Recital A, which  Facility  consists of the  Revolving
Loans and the Letters of Credit.

         "Federal Funds Rate" shall mean,  for any day, the weighted  average of
the rates on overnight  Federal funds  transactions  with members of the Federal
Reserve  System  arranged by Federal  funds  brokers,  as  published on the next
succeeding  Business Day by the Federal  Reserve Bank of San  Francisco,  or, if
such rate is not so published  for any day which is a Business  Day, the average
of  the   quotations  for  the  day  of  such   transactions   received  by  the
Administrative  Agent from three Federal  funds  brokers of recognized  standing
selected by it.

         "Fee Letter" shall mean that letter agreement  between the Borrower and
the Administrative Agent with respect to the payment of the Agency Fee.

         "Fees" shall mean the  Commitment  Fees and all other fees and charges,
if any,  (other  than  interest)  payable  hereunder  or  otherwise  payable  in
connection with the Facility.
                                       -5-
<PAGE>
         "Financial  Officer" of any corporation  shall mean the chief financial
officer and chief accounting officer of such corporation.

         "Funded Debt/EBITDA Ratio" shall have the meaning assigned to such term
in Section 6.6.

         "GAAP"  shall  mean  generally-accepted  accounting  principles  in the
United States.

         "Governmental  Authority" shall mean any federal,  state, tribal, local
or  foreign  court  or  governmental  agency,   authority,   instrumentality  or
regulatory body.

         "Guarantee" of or by any Person shall mean any  obligation,  contingent
or  otherwise,  of such Person  guaranteeing  or having the  economic  effect of
guaranteeing any Indebtedness of any other Person (the "Primary Obligor") in any
manner,  whether directly or indirectly,  and including  without  limitation any
obligation  of such  Person,  direct or  indirect,  (a) to  purchase  or pay (or
advance or supply funds for the purchase or payment of) such  Indebtedness or to
purchase  (or to advance or supply  funds for the  purchase of) any security for
the  payment of such  Indebtedness,  (b) to  purchase  property,  securities  or
services  for the  purpose of  assuring  the owner of such  Indebtedness  of the
payment of such Indebtedness or (c) to maintain working capital,  equity capital
or other financial statement condition or liquidity of the Primary Obligor so as
to enable the Primary Obligor to pay such Indebtedness;  provided, however, that
the term Guarantee shall not include  endorsements for collection or deposit, in
either case in the ordinary course of business.

         "Guaranties"  means those  Continuing  Guarantees of even date herewith
from the Guarantor and Swift Leasing.

         "Guarantor" means SWIFT TRANSPORTATION CO, INC., a Nevada corporation.

         "Indebtedness"  of a Person shall mean each of the  following  (without
duplication)  that,  individually,  is in excess of  $100,000.00  in outstanding
amount (in Dollars or the equivalent at market  exchange rates) on the date such
obligation is incurred:  (a)  obligations of that Person to any other Person for
payment of borrowed money, (b) Capital Lease  Obligations,  (c) notes and drafts
drawn or  accepted by that Person  payable to any other  Person,  whether or not
representing   obligations  for  borrowed  money  (but  without  duplication  of
indebtedness for borrowed  money),  (d) any obligation for the purchase price of
property the payment of which is deferred for more than one year or evidenced by
a note or  equivalent  instrument,  (e)  Guarantees  of  Indebtedness  of  third
parties,  and (f) a recourse or  non-recourse  payment  obligation  of any other
Person that is secured by a Lien on any property of the first Person, whether or
not assumed by the first person, up to the fair market value (from time to time)
of such property  (absent  manifest  evidence to the  contrary,  the fair market
value of such property shall be the amount  determined  under GAAP for financial
reporting purposes).

         "Information" shall have the meaning defined in Section 9.17 hereof.

         "Interest  Payment  Date"  shall  mean (a) with  respect to a Base Rate
Borrowing,  the first day of each month in arrears,  and (b) with respect to any
LIBOR Borrowing,  the last day of the Interest
                                       -6-
<PAGE>
Period applicable thereto and, in the case of a LIBOR Borrowing with an Interest
Period of more than three months'  duration (if at any time made available under
this Agreement), each day that would have been an Interest Payment Date for such
Borrowing  had  successive  Interest  Periods  of three  months'  duration  been
applicable to such Borrowing  and, in addition,  (c) each of (i) the date of any
refinancing  or conversion of a Borrowing  with or to a Borrowing of a different
Type, (ii) the date of prepayment of a Borrowing and (iii) the Maturity Date.

         "Interest Period" shall mean (a) as to any LIBOR Borrowing,  the period
commencing  on the  date  of  such  Borrowing  and  ending  on  the  numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar  month that is one month,  two months,  three months or six
months  thereafter,  as the Borrower may elect, or, if earlier,  on the Maturity
Date and (b) as to any Base Rate Borrowing, the period commencing on the date of
such  Borrowing  and ending on the  Maturity  Date,  the date such  Borrowing is
converted to a Borrowing of a different Type in accordance  with Section 2.11 or
the date of repayment or prepayment of such Borrowing in accordance with Section
2.5 or 2.12; provided,  however,  that if any Interest Period would end on a day
other than a Business Day,  such  Interest  Period shall be extended to the next
succeeding  Business Day unless, in the case of LIBOR Borrowings only, such next
succeeding  Business Day would fall in the next  calendar  month,  in which case
such Interest  Period shall end on the next  preceding  Business  Day.  Interest
shall  accrue  from and  including  the first day of an  Interest  Period to but
excluding the last day of such Interest Period.

         "Issuing  Bank"  shall have the  meaning  assigned  to such term in the
Preamble, and any successor thereto.

         "Lending  Office,"  with respect to any Bank or any  transferee  of the
Loans or the Administrative Agent, shall mean such office or branch as such Bank
or such  transferee or the  Administrative  Agent has designated to the Borrower
herein  as the  office  or  branch  of  that  Bank  or  such  transferee  or the
Administrative Agent from which Loans are to be made.

         "Letter of Credit  Balance" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all Letters of Credit  outstanding at such time plus
(b) the  aggregate  amount which has been drawn under  Letters of Credit but for
which  the  Issuing  Bank or the  Banks,  as the  case  may be,  have  not  been
reimbursed by the Borrower.

         "Letter  of Credit  Fee"  shall  have the  meaning  defined  in Section
2A.1(a) hereof.

         "Letter of Credit  Disbursement" shall mean any payment or disbursement
made by the Issuing Bank under or pursuant to a Letter of Credit.

         "Letters of Credit"  shall mean letters of credit issued by the Issuing
Bank for the account of the Borrower pursuant to Article IIA.

         "LIBOR Rate" shall mean,  with respect to any LIBOR  Borrowing  for any
Interest Period, an interest rate per annum (rounded upwards,  if necessary,  to
the  next  1/10th  of 1%)  for  United  States
                                       -7-
<PAGE>
dollar deposits  quoted by the  Administrative  Agent as the "Inter-Bank  Market
Offered  Rate,"  with  the  understanding  that  such  rate  is  quoted  by  the
Administrative Agent for the purpose of calculating  effective rates of interest
for loans making reference  thereto,  on the first day of an Interest Period for
delivery of funds on said date for a period of time  approximately  equal to the
number of days in such Interest Period and in an amount  approximately  equal to
the principal amount to which such Interest Period applies. Borrower understands
and  agrees  that  the  Administrative  Agent  may  base  its  quotation  of the
Inter-Bank  Market  Offered Rate upon such offers or other market  indicators of
the  Inter-Bank  Market  as the  Administrative  Agent in its  discretion  deems
appropriate  including,  but not  limited to, the rate  offered for U.S.  dollar
deposits  on the  London  Inter-Bank  Market  two  Business  Days  prior  to the
commencement of such Interest Period.

         "LIBOR  Borrowing"  shall mean a Borrowing  bearing  interest at a rate
determined by reference to the LIBOR Rate.

         "Lien" shall mean any mortgage,  pledge,  security  interest or similar
lien.

         "Loans"  shall mean the loans made  available by the Banks to Borrower,
in the form of Revolving Loans under the Facility.

         "Loan Documents" shall mean this Agreement,  the Notes, the Fee Letter,
the Guaranties and all other documents, instruments and agreements of every kind
and  description  at any time  undertaken  by any Person for the  benefit of the
Banks in connection with the Loans.

         "Margin Stock" shall have the meaning given such term under  Regulation
U.

         "Material Adverse Change" means any circumstance or event which results
in an  adverse  change in the  tangible  net worth of a Person in excess of five
percent (5%).

         "Maturity Date" shall mean January 16, 2001.

         "Maximum Commitment" shall mean $110,000,000.00.

         "Multiemployer  Plan"  shall  mean a  multiemployer  plan as defined in
Section  4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate (other
than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Section  414  of  the  Code)  is  making  or  accruing  an  obligation  to  make
contributions,  or has  within  any of the  preceding  five plan  years  made or
accrued an obligation to make contributions.

         "1934  Act" shall mean the United  States  Securities  Exchange  Act of
1934, as amended.

         "1993 Agreement":  See the Recitals.
                                       -8-
<PAGE>
         "Note" and "Notes" shall mean,  severally and  collectively,  revolving
credit notes of the Borrower  executed and  delivered as provided in Section 2.7
as such Notes might be amended,  modified,  extended and  restated  from time to
time.

         "PBGC" shall mean the Pension Benefit Guaranty  Corporation referred to
and defined in ERISA.

         "Permitted Lien" shall mean a Lien permitted under Section 6.1.

         "Person"  shall mean any  natural  person  (whether  or not acting in a
representative  capacity),  corporation,  limited  liability  company,  business
trust,  joint  venture,   association,   sole  proprietorship,   partnership  or
government, or any agency or political subdivision thereof.

         "Plan"  shall mean any pension plan (other than a  Multiemployer  Plan)
that is (1) a qualified plan under Section  401(a) of the Code,  (ii) subject to
the  provisions  of  Title  IV of ERISA  or  Section  412 of the Code and  (iii)
maintained for employees of the Borrower or any ERISA Affiliate.

         "Potential  Default"  shall  mean any  event or  condition  which  upon
notice, lapse of time or both would constitute an Event of Default.

         "Prime  Rate"  shall  mean  the rate of  interest  per  annum  publicly
announced  from time to time by the  Administrative  Agent as its prime  rate in
effect at its  principal  office in Phoenix,  Arizona;  each change in the Prime
Rate  shall be  effective  on the date such  change  is  publicly  announced  as
effective.

         "Quarterly   Certificate"   shall   mean  that   Quarterly   Compliance
Certificate in the form of Exhibit F.

         "Redeployment Loss":  See Section 2.15.

         "Register":  See Section 9.4(d).

         "Regulation  D" shall  mean  Regulation  D of the Board as from time to
time in effect  and all  official  rulings  and  interpretations  thereunder  or
thereof.

         "Regulation  G" shall  mean  Regulation  G of the Board as from time to
time in effect  and all  official  rulings  and  interpretations  thereunder  or
thereof.

         "Regulation  T" shall  mean  Regulation  T of the Board as from time to
time in effect  and all  official  rulings  and  interpretations  thereunder  or
thereof.

         "Regulation  U" shall  mean  Regulation  U of the Board as from time to
time in effect  and all  official  rulings  and  interpretations  thereunder  or
thereof.
                                       -9-
<PAGE>
         "Regulation  X" shall  mean  Regulation  X of the Board as from time to
time in effect  and all  official  rulings  and  interpretations  thereunder  or
thereof.

         "Reportable  Event"  shall  mean any  reportable  event as  defined  in
Section 4043(b) of ERISA or the regulations  issued thereunder with respect to a
Plan (other than a Plan  maintained by an ERISA Affiliate which is considered an
ERISA  Affiliate  only pursuant to  subsection  (m) or (o) of Section 414 of the
Code).

         "Required  Banks" shall mean,  at any time,  Banks  having  Commitments
representing at least 66 and 2/3% of the Total Commitment.

         "Revolving  Loans" shall mean the revolving  lines of credit loans made
available  by the Banks to the Borrower  pursuant to Article II. Each  Revolving
Loan  shall  be  composed  of one or more  LIBOR  Borrowings  and/or  Base  Rate
Borrowings.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Significant  Subsidiary"  shall have the meaning given such term under
SEC Regulation  S-X, 17 C.F.R.  ss.210.1-02 and shall apply to the Guarantor and
the Borrower.

         "Subsidiary"  of a Person shall mean any  corporation,  association  or
other business entity of which more than 50% of the total voting power of shares
of stock  entitled to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by that
Person,  by one or more of the  other  Subsidiaries  of that  Person,  or by any
combination thereof and shall apply to the Guarantor and the Borrower.

         "Swift Leasing" means Swift Leasing Co., Inc., an Arizona corporation.

         "Termination" shall mean the payment in full of the principal amount of
all Loans, all accrued interest  thereon,  all fees with respect thereto and all
costs and expenses owing to the Administrative Agent and the Banks, coupled with
termination  of the  Facility and all other  obligations  (if any) of all of the
Banks to  advance  funds or extend  credit  to or for the  benefit  of  Borrower
pursuant to this Agreement.

         "Termination  Date" shall mean the date of the  occurrence  of the last
event to occur required for Termination to occur.

         "Total  Commitment"  shall mean at any time the aggregate amount of the
Banks'  Commitments,  as in effect  from time to time,  which  amount  shall not
exceed the Maximum Commitment.

         "Type," when used in respect of any Borrowing,  shall refer to the rate
by reference to which  interest on such  Borrowing is  determined.  For purposes
hereof, "rate" shall mean the LIBOR Rate or the Base Rate.
                                      -10-
<PAGE>
         SECTION 1.2 Terms Generally. The definitions in Section 1.1 shall apply
equally to both 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. All references herein to Articles, Sections, Exhibits
and  Schedules  shall be deemed  references  to  Articles  and  Sections of this
Agreement,  and Exhibits and  Schedules  to this  Agreement,  unless the context
shall otherwise  require.  Except as otherwise  expressly  provided herein,  all
terms of an accounting or financial nature shall be construed in accordance with
GAAP as in effect in the United  States of America from time to time;  provided,
however,  that,  for purposes of  determining  compliance  with any covenant set
forth in Article VI, such terms shall be construed in accordance with GAAP as in
effect on the date of execution of this Agreement.
                                      -11-
<PAGE>
                                   ARTICLE II

                          THE REVOLVING CREDIT FACILITY

         SECTION 2.1 The Commitment.
                     ---------------

                  (a) Subject to the terms and conditions herein set forth, each
Bank, severally and not jointly,  agrees to make advances of its Revolving Loans
to the Borrower,  at any time and from time to time on and after the date hereof
and until the earlier of (i) the Maturity  Date or (ii) the  termination  of the
Commitment  of  said  Bank,  in  an  aggregate  principal  amount  at  any  time
outstanding  not to exceed  such Bank's  Commitment,  subject,  however,  to the
conditions that (A) at no time shall the outstanding  aggregate principal amount
of all Borrowings made by all Banks pursuant to their Revolving Loans,  together
with the Letter of Credit Balance, exceed the Maximum Commitment, and (B) at all
times the outstanding  aggregate  principal amount of all Borrowings advanced by
each Bank  pursuant  to its  Revolving  Loans shall equal the product of (y) the
percentage which its Commitment  represents of the Maximum  Commitment times (z)
the outstanding  aggregate  principal  amount of all Borrowings  advanced by all
Banks pursuant to their Revolving  Loans.  Such Commitments may be terminated or
reduced  from  time to time  pursuant  to  Sections  2.10 and 2.20.  Within  the
foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder,
on and after the date  hereof  and prior to the  Maturity  Date,  subject to the
terms, conditions and limitations set forth herein.

                  (b) Each advance of the proceeds of the Revolving  Loans shall
constitute  a single  Borrowing.  Each such  Borrowing  shall be in a  principal
amount  which  is  an  integral  multiple  of  $100,000.00  and  not  less  than
$1,000,000.00 (or, if less, a principal amount equal to the remaining balance of
the available Commitments).

         SECTION 2.2  [Intentionally left blank]

         SECTION 2.3  Procedures for Borrowings Under the Revolving Loans.
                      ----------------------------------------------------

                  (a) Each advance under the  Revolving  Loans shall be a single
LIBOR  Borrowing or a single Base Rate  Borrowing,  as the Borrower may request.
Borrowings of more than one Type may be outstanding at the same time;  provided,
however,  that (i) the Borrower  shall not be entitled to request any  Borrowing
which,  if  made,  would  result  in an  aggregate  of more  than  ten  separate
Borrowings being outstanding  collectively  under the Revolving Loans at any one
time and (ii) each LIBOR  Borrowing  shall be in a principal  amount which is an
integral multiple of $100,000.00 and not less than  $1,000,000.00.  For purposes
of the foregoing,  Borrowings having different  Interest Periods,  regardless of
whether they commence on the same date, shall be considered separate Borrowings.

                  (b) In order to request a Borrowing,  the Borrower  shall give
to the  Administrative  Agent written or telecopy  notice (or  telephone  notice
promptly  confirmed  in writing or by  telecopy)  in the form of Exhibit  "B" (a
"Borrowing Notice") not later than 9:00 a.m., Arizona time, (a) in the
                                      -12-
<PAGE>
case of a LIBOR Borrowing,  three Business days before a proposed  Borrowing and
(b) in the case of a Base Rate  Borrowing,  on the day of a proposed  Borrowing.
Each Borrowing  Notice shall be  irrevocable  and shall in each case specify (i)
whether the Borrowing then being  requested is to be a LIBOR Borrowing or a Base
Rate Borrowing;  (ii) the date of such Borrowing (which shall be a Business Day)
and the amount thereof; (iii) if such Borrowing is to be a LIBOR Borrowing,  the
Interest Period with respect thereto; and (iv) if such Borrowing is to refinance
all or any part of any  outstanding  Borrowing,  the identity and amount of such
Borrowing that the Borrower requests to be refinanced.  If no election as to the
Type of  Borrowing  is specified in any  Borrowing  Notice,  then the  requested
Borrowing shall be a Base Rate Borrowing.  If no Interest Period with respect to
any LIBOR  Borrowing  is specified in any  Borrowing  Notice,  then the Borrower
shall be deemed to have  selected  an Interest  Period of one month's  duration.
Subject  to  Section  2.11,  if the  Borrower  shall  not have  given  notice in
accordance  with this  Section of its  election to  refinance a LIBOR  Borrowing
prior to the end of the Interest Period in effect for such  Borrowing,  then the
Borrower  (unless such  Borrowing is repaid at the end of such Interest  Period)
shall be deemed to have given notice of an election to refinance  such Borrowing
with a Base Rate Borrowing.

         SECTION 2.4  Loans.
                      ------

                  (a) Each Loan shall be made as part of a Borrowing made by the
Banks ratably in accordance with their Commitments;  provided, however, that the
failure of any Bank to make any Loan shall not in itself  relieve any other Bank
of its obligation to lend hereunder (it being understood,  however, that no Bank
shall be responsible for the failure of any other Bank to make any Loan required
to be made by such other Bank).

                  (b) Each Bank shall make any LIBOR Borrowing by causing either
at its option any domestic branch or the Eurodollar  Lending Office of such Bank
to make such Loan;  provided  that any  exercise of such option shall not affect
the  obligation of the Borrower to repay such Loan in accordance  with the terms
of this Agreement and the Note.

                  (c) Subject to Section 2.3,  each Bank shall make each Loan to
be made by it  hereunder  on the  proposed  date  thereof  by wire  transfer  of
immediately available funds to the Administrative Agent in Phoenix, Arizona, not
later than 11:30 a.m., Arizona time, and the Administrative Agent shall by 12:00
noon,  Arizona  time,  credit the amounts so  received  to the  general  deposit
account of the Borrower with the Administrative  Agent (or such other account as
the  Borrower  may  designate)  or, if a Borrowing  shall not occur on such date
because any condition precedent herein specified shall not have been met, return
the  amounts so  received to the  respective  Banks.  Loans shall be made by the
Banks pro rata in accordance with Section 2.16. Unless the Administrative  Agent
shall have received  notice from a Bank prior to the date of any Borrowing  that
such  Bank will not make  available  to the  Administrative  Agent  such  Bank's
portion of any future Borrowing,  the Administrative  Agent may assume that such
Bank has made such portion available to the Administrative  Agent on the date of
such  Borrowing in accordance  with this  paragraph  (c) and the  Administrative
Agent may, in reliance upon such  assumption,  make available to the Borrower on
such date a corresponding  amount. If and to the extent that such Bank shall not
have made such portion available to the Administrative  Agent, such Bank and the
Borrower severally agree to repay
                                      -13-
<PAGE>
to the  Administrative  Agent  forthwith  on demand  such  corresponding  amount
together with interest  thereon,  for each day from the date such amount is made
available  to  the  Borrower  until  the  date  such  amount  is  repaid  to the
Administrative  Agent  at (i) in the case of the  Borrower,  the  interest  rate
applicable at the time to the Loans  comprising  such  Borrowing and (ii) in the
case of such Bank,  the  Federal  Funds  Rate.  If such Bank shall  repay to the
Administrative  Agent such  corresponding  amount,  such amount shall constitute
such Bank's Loan as part of such Borrowing for purposes of this Agreement.

                  (d) In the  event  a Bank  fails  to  make  its  portion  of a
Borrowing, Borrower may request in writing to the Administrative Agent that such
portion be advanced by the remaining Banks. So long as no Event of Default shall
have occurred and be continuing and so long as the aggregate principal amount of
each Bank's Revolving Loans after giving effect to the additional Loan would not
exceed its  Commitment,  the  remaining  Banks shall make Loans in the amount of
such portion pro rata in accordance with Section 2.16.

         SECTION 2.5  Refinancings.  Subject to Section  2.11,  the Borrower may
refinance  all or any part of any  Borrowing  with a Borrowing  of the same or a
different  Type made  pursuant to Section  2.3,  and at any time may combine all
Base Rate  Borrowings  into a single  Borrowing,  subject to the  conditions and
limitations set forth herein and elsewhere in this  Agreement.  Any Borrowing or
part thereof so  refinanced  or combined  shall be deemed to have been repaid in
accordance with Section 2.7 with the proceeds of a new Borrowing hereunder,  and
the proceeds of the new Borrowing (except to the extent, if any, they exceed the
principal amount of the Borrowing(s) being refinanced) shall not be disbursed to
the Borrower pursuant to Section 2.4(c).

         SECTION 2.6  Fees.
                      -----

                  (a) The  Borrower  agrees  to pay to each  Bank,  through  the
Administrative  Agent, (i) quarterly in arrears for each calendar quarter ending
each March 31, June 30,  September  30 and December 31, on a date not later than
five Business Days after such calendar  quarter has ended,  commencing  December
31, 1996 and (ii) on the date on which the  respective  Commitment  of such Bank
shall be  terminated  as  provided  herein,  for the period  from the end of the
preceding  calendar  quarter to the date of such  termination,  a commitment fee
(each a "Commitment  Fee") on a prorated  basis at a rate per annum equal to the
Applicable Margin as to the Commitment Fee on the Average Adjusted Daily Undrawn
Balance during the preceding  calendar quarter (or shorter period (1) commencing
with the date hereof or (2) ending with the  Maturity  Date or any other date on
which  the  respective  Commitment  of  such  Bank  shall  be  terminated).  All
Commitment  Fees shall be  computed  on the basis of the  actual  number of days
elapsed  in a year of 360  days.  The  Commitment  Fees due to each  Bank  shall
commence  to accrue on the date  hereof and shall cease to accrue on the earlier
of the Maturity Date and the termination of the respective Commitment of Bank as
provided herein.

                  (b) All Fees shall be paid to each Bank on the dates  due,  in
Dollars  in  immediately   available  funds  to  the  Administrative  Agent  for
distribution, if and or appropriate, among the Banks.
                                      -14-
<PAGE>
Once paid,  any Fees paid to any Bank in advance  shall only be  refundable by a
Bank if such Bank fails to make any Loan in accordance with its Commitment.

                  (c) The Borrower  agrees to pay to the  Administrative  Agent,
for its own account,  any fee provided for in the Fee Letter (the "Agency  Fee")
at the times provided therein.

                  (d) Of the Letter  Credit  Fee paid to the  Issuing  Bank,  an
amount  equal to the LIBOR  Borrowing  Applicable  Margin  shall be paid to each
Bank, through the Administrative Agent on a prorated basis.

         SECTION 2.7 Notes;  Repayment of Revolving  Loans.  The Revolving  Loan
made by each Bank shall be  evidenced  by a  separate  Note duly  completed  and
executed on behalf of the Borrower, dated the date of said Bank's Commitment, in
the form of Exhibit C hereto,  payable to the order of such Bank in a  principal
amount equal to said Bank's  Commitment.  Each Note shall bear interest from the
date  thereof  on the  outstanding  principal  balance  thereof  as set forth in
Section 2.8. Each Bank may (and is hereby  authorized  by the Borrower,  at said
Bank's  discretion,  to) endorse on a schedule attached to the Note held by such
Bank (or on a continuation of such schedule  attached to each such Note and made
a part  thereof),  or otherwise to record in such Bank's  internal  records,  an
appropriate  notation evidencing the date and amount of each Borrowing under the
Revolving Loan of such Bank, each payment or prepayment of principal of any such
Borrowing and the other  information  provided for on such  schedule;  provided,
however,  that the  failure  of any Bank to make  such a  notation  or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
each  Borrowing  under the Revolving  Loans in accordance  with the terms of the
Notes.

         SECTION 2.8 Interest on Revolving Loans.
                     ----------------------------

                  (a) Subject to the  provisions of Sections 2.9 and 2.11,  each
LIBOR Borrowing shall bear interest  (computed on the basis of the actual number
of days elapsed over a year of 360 days) at a rate per annum equal to, the LIBOR
Rate for the  Interest  Period  in  effect  for such  LIBOR  Borrowing  plus the
Applicable  Margin.  Interest on each LIBOR  Borrowing  shall be payable on each
applicable  Interest Payment Date. The LIBOR Rate for each Interest Period shall
be determined by the Administrative  Agent, and such determination shall be made
in accordance with the provisions of this Agreement.  The  Administrative  Agent
shall promptly advise the Borrower and each Bank of such determination.

                  (b) Subject to the  provisions of Sections 2.9 and 2.11,  each
Base Rate  Borrowing  shall bear  interest  (computed on the basis of the actual
number of days  elapsed  over a year of 360 days,  as the case may be) at a rate
per annum equal to the Base Rate plus the  Applicable  Margin.  Interest on each
Base Rate Borrowing shall be payable on each applicable  Interest  Payment Date.
The  Base  Rate  shall  be  determined  by the  Administrative  Agent  and  such
determination shall be made in accordance with the provisions of this Agreement.
The  Administrative  Agent shall  promptly  advise the Borrower and each Bank of
such determination.
                                      -15-
<PAGE>
         SECTION 2.9 Default  Interest.  If the  Borrower  shall  default in the
payment of the  principal  of or  interest  on any  Revolving  Loan or any other
amount  becoming  due  hereunder,  whether  by  scheduled  maturity,  notice  of
prepayment, acceleration or otherwise, the Borrower shall on demand from time to
time pay interest,  to the extent  permitted by law, on such defaulted amount up
to (but not  including  the date of  actual  payment  (after  as well as  before
judgment) at the Default Rate.

         SECTION 2.10 Termination and Reduction of Commitments.
                      -----------------------------------------

                  (a) The Commitment  shall be  automatically  terminated on the
Maturity Date. The Borrower,  however,  has the right to request,  upon at least
sixty (60) days written notice to each Bank prior to each Anniversary  Date, the
extension  of the Maturity  Date for an  additional  one year period;  provided,
however,  that approval of any such extension  shall be at the sole and absolute
discretion  of the Banks and any such  approval  shall  require the  affirmative
consent of all Banks.

                  (b) Upon at  least  three  Business  Days'  prior  irrevocable
written or telecopy notice to the Administrative Agent, Borrower may at any time
in whole permanently terminate, or from time to time in part permanently reduce,
each such  Commitment;  provided,  however,  that each partial  reduction of the
Maximum  Commitment  shall be in an integral  multiple of  $100,000.00  and in a
minimum  principal  amount of  $1,000,000.00;  and  provided  further,  that the
Borrower  shall not be permitted  to terminate or reduce the Maximum  Commitment
if, as a result  respectively,  the aggregate  principal amount of the Revolving
Loans together with the Letter of Credit  Balance  outstanding  hereunder  would
exceed such reduced amount of the Maximum Commitment.

         SECTION 2.11 Conversion and  Continuation  of Borrowings.  The Borrower
shall  have  the  right  at  any  time  upon  prior  irrevocable  notice  to the
Administrative  Agent not later than 10:00 a.m., Arizona time, (i) on the day of
conversion,  to convert any LIBOR  Borrowing  into a Base Rate  Borrowing,  (ii)
three  Business Days prior to conversion  or  continuation,  to convert any Base
Rate  Borrowing into a LIBOR  Borrowing or to continue any LIBOR  Borrowing as a
LIBOR Borrowing for an additional Interest Period, and (iii) three Business Days
prior to  conversion,  to convert the Interest  Period with respect to any LIBOR
Borrowing to another  permissible  Interest Period,  subject in each case to the
following:

                  (a) if less than all the outstanding  principal  amount of any
Borrowing  shall be converted or continued,  the aggregate  principal  amount of
such  Borrowing  converted  or  continued  shall  be  an  integral  multiple  of
$100,000.00 and not less than $1,000,000.00;

                  (b) each conversion shall be effected by the Banks by applying
the  proceeds  of the  new  Borrowing  resulting  from  such  conversion  to the
Borrowing (or portion thereof) being converted;  accrued interest on a Borrowing
(or portion  thereof) being  converted shall be paid by the Borrower at the time
of conversion;

                  (c) any LIBOR  Borrowing  may be converted  only at the end of
the Interest Period applicable thereto;
                                      -16-
<PAGE>
                  (d) any  portion of a  Borrowing  maturing  or  required to be
repaid in less than one month may not be converted  into or continued as a LIBOR
Borrowing;

                  (e) any portion of a LIBOR Borrowing which cannot be continued
as a  LIBOR  Borrowing  by  reason  of  clauses  (c)  and  (d)  above  shall  be
automatically  converted  at the end of the  Interest  Period in effect for such
Borrowing into a Base Rate Borrowing; and

                  (f) each  conversion  or  continuation  shall be made pro rata
among the Banks in  accordance  with the  respective  principal  amounts  of the
converted or continued Borrowings.

                  Each notice  pursuant to this Section shall be irrevocable and
shall refer to this  Agreement  and specify (i) the  identity  and amount of the
Borrowing  that the Borrower  requests be converted or  continued,  (ii) whether
such Borrowing is to be converted to or continued as a LIBOR Borrowing or a Base
Rate  Borrowing,  (iii) if such notice  requests a conversion,  the date of such
conversion  (which shall be a Business Day) and (iv) if such  Borrowing is to be
converted to or continued as a LIBOR Borrowing, the Interest Period with respect
thereto.  If no Interest  Period is specified in any such notice with respect to
any conversion to or  continuation as a LIBOR  Borrowing,  the Borrower shall be
deemed  to have  selected  an  Interest  Period  of one  month's  duration.  The
Administrative  Agent shall advise the other Banks of any notice given  pursuant
to this  Section  and of each  Bank's  portion  of any  converted  or  continued
Borrowing.  If the Borrower shall not have given notice in accordance  with this
Section to continue any LIBOR  Borrowing into a subsequent  Interest Period (and
shall not otherwise have given notice in accordance with this Section to convert
such  Borrowing),  such  Borrowing  shall,  at the  end of the  Interest  Period
applicable  thereto (unless repaid pursuant to the terms hereof),  automatically
be continued as a Base Rate Borrowing.

         SECTION 2.12  Prepayment.
                       -----------

                  (a) The  Borrower  shall  have the  right at any time and from
time to time to prepay  any  Borrowing,  in whole or in part,  upon  written  or
telecopy notice (or telephone  notice promptly  confirmed by written or telecopy
notice) to the Administrative  Agent, such notice to be three Business Days with
respect to a LIBOR  Borrowing  and one  Business Day with respect to a Base Rate
Borrowing; provided, however, that each partial prepayment shall be in an amount
which is an integral multiple of $100,000.00 and not less than $1,000,000.00.

                  (b) On the date of any termination or reduction of the Maximum
Commitment  pursuant to Section 2.10, the Borrower shall pay or prepay an amount
of the  Revolving  Loan such that the sum of the aggregate  principal  amount of
such Loan outstanding together with the Letter of Credit Balance will not exceed
the respective Commitment after giving effect to such termination or reduction.

                  (c) Each notice of  prepayment  shall  specify the  prepayment
date and the  principal  amount of each  Borrowing  (or  portion  thereof) to be
prepaid,  shall be  irrevocable  and shall  commit the  Borrower  to prepay such
Borrowing (or portion  thereof) by the amount stated  therein on the date stated
therein. All prepayments under this Section shall be subject to Section 2.15 but
otherwise
                                      -17-
<PAGE>
without  premium  or  penalty.  All  prepayments  under  this  Section  shall be
accompanied by a payment of accrued  interest on the amount being prepaid to the
date of payment.

         SECTION 2.13  Reserve Requirements; Change in Circumstances.
                       ----------------------------------------------

                  (a) If any Bank shall have  determined that the adoption after
the date hereof of any law,  rule,  regulation  or guideline  regarding  capital
adequacy,  or any change after the date hereof in any of the foregoing or in the
interpretation  or  administration  of any of the foregoing by any  Governmental
Authority,  central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or any Lending Office of such
Bank) or any Bank's  holding  company with any request or directive  promulgated
after the date  hereof  regarding  capital  adequacy  (whether or not having the
force of law) of any such  Governmental  Authority,  central bank or  comparable
agency,  has or would  have the  effect of  reducing  the rate of return on such
Bank's  or on  the  capital  of  such  Bank's  holding  company,  if  any,  as a
consequence  of this  Agreement,  the  issuance  of a Letter  of  Credit  or the
Revolving  Loan made by such Bank to a level  below that which such Bank or such
Bank's  holding  company  could have achieved but for such  adoption,  change or
compliance  (taking into  consideration such Bank's policies and the policies of
such Bank's  holding  company  with  respect to capital  adequacy)  by an amount
deemed by such  Bank in good  faith to be  material,  then from time to time the
Borrower  shall pay to such  Bank such  additional  amount  or  amounts  as will
compensate  such Bank or such  Bank's  holding  company  for any such  reduction
suffered, except that Borrower shall not be obligated to compensate any Bank for
any costs  associated with an increase in its  administrative  burden  resulting
from any such adoption, change or compliance.

                  (b)  Notwithstanding  any other provision herein, if after the
date of this Agreement any change in applicable law or regulation (either by way
of changes in existing laws or regulations or the  introductions  of new laws or
regulations)  or  in  the  interpretation  or  administration   thereof  by  any
Governmental Authority charged with the interpretation or administration thereof
(whether  or not having the force of law) shall  change the basis of taxation of
payments to any Bank of the principal of or interest on any LIBOR Borrowing made
by such Bank,  Fees or other amounts  payable  hereunder  (other than changes in
respect  of taxes  imposed  on the net income of such  Bank),  or shall  impose,
modify or deem applicable any reserve,  special  deposit or similar  requirement
against  assets of,  deposits  with or for the account of or credit  extended by
such Bank,  including  without  limitation any reserve  requirement  that may be
applicable to "eurocurrency  liabilities"  under and as defined in Regulation D,
or shall impose on such Bank or the London  interbank market any other condition
affecting  this  Agreement  or any LIBOR  Borrowing  made by such Bank,  and the
result of any of the  foregoing  shall be to  increase  the cost to such Bank of
making or  maintaining  any LIBOR  Borrowing  or to reduce the amount of any sum
received or receivable  by such Bank  hereunder or under the Note (in respect of
LIBOR Borrowing only), whether of principal, interest or otherwise, by an amount
deemed by such Bank in good faith to be material, then, the Borrower will pay to
such Bank upon demand such additional  amount or amounts as will compensate such
Bank for such additional costs incurred or reduction suffered.
                                      -18-
<PAGE>
                  (c) A  certificate  of a Bank  setting  forth  such  amount or
amounts as shall be necessary to compensate  such Bank or its holding company as
specified in paragraph  (a) or (b) above,  as the case may be, and setting forth
in reasonable  detail the manner in which such amount or amounts shall have been
determined  shall be delivered to the Borrower and shall be made on a reasonable
basis.  The  Borrower  shall pay each Bank the  amount  shown as due on any such
certificate delivered by it within 10 days after its receipt of the same.

                  (d) Failure on the part of any Bank to demand compensation for
any increased costs or reduction in amounts  received or receivable with respect
to any  period  shall not  constitute  a waiver of said  Bank's  right to demand
compensation with respect to such period or any other period.  The protection of
this  Section  shall  be  available  to any  Bank  regardless  of  any  possible
contention of the invalidity or  inapplicability  of the law, rule,  regulation,
guideline  or other  change or  condition  which  shall  have  occurred  or been
imposed,  provided that if such Bank is compensated  for such increased costs or
reduction  by any  Governmental  Authority  or  third  party in the  event  such
invalidity or inapplicability is finally determined, then such Bank shall return
to Borrower the respective  compensation  paid by Borrower,  up to the lesser of
such amount as is received by such Bank or such amount as was paid by Borrower.

                  (e) Without  prejudice to the survival of any other  agreement
contained herein, the agreements and obligations contained in this Section shall
survive Termination,  provided that Borrower shall have no further obligation to
the Banks under this Section  unless a  certificate  setting forth the amount of
such obligation shall have been delivered by the Banks pursuant to paragraph (c)
above within ninety (90) calendar days after the Termination Date.

                  (f) Each  Bank or the  Administrative  Agent on  behalf of the
Banks shall give  notification to the Borrower of any event or prospective event
which will give rise to the operation of paragraphs  (a) or (b) of this Section,
such  notification  to be sent within thirty (30) days of the date of the public
promulgation of the effective date of any such law, rule, regulation, guidelines
or change therein.

                  (g)   Notwithstanding  any  other  provisions  herein  to  the
contrary,  if after  receipt  of any  notice  from a Bank that the  Borrower  is
obligated to pay  additional  amounts to the Bank pursuant to any change arising
under  Section  2.13(a)  or (b),  Borrower  shall  have the  option to prepay or
convert any Borrowing  adversely  affected by any change  described in Paragraph
(a) or (b) of this  section  within seven (7) days of receipt of any such notice
from a Bank,  without the  obligation  to pay to such Bank with  respect to such
prepayment or conversion any amount or amounts otherwise payable to such Bank by
Borrower pursuant to this Section 2.13

         SECTION 2.14 Change in Legality.
                      -------------------

                  (a)  Notwithstanding any other provision herein, if any change
in any law or regulation or in the  interpretation  thereof by any  Governmental
Authority charged with the  administration or interpretation  thereof shall make
it unlawful  for any Bank to make or  maintain  any LIBOR  Borrowing  or to give
effect to its  obligations  as  contemplated  hereby  with  respect to any
                                      -19-
<PAGE>
LIBOR  Borrowing,  then by  written  notice  to the  Borrower  setting  forth in
reasonable detail the relevant  circumstances and the effect thereof,  such Bank
may:

                           (i) declare that LIBOR Borrowings will not thereafter
         be made by such Bank  hereunder,  whereupon any request by the Borrower
         for a LIBOR  Borrowing  shall  be  deemed  a  request  for a Base  Rate
         Borrowing unless such declaration shall be subsequently withdrawn; and

                           (ii) require that all  outstanding  LIBOR  Borrowings
         made by it be  converted  to Base Rate  Borrowings,  in which event all
         such LIBOR  Borrowings  shall be  automatically  converted to Base Rate
         Borrowings  as of the  effective  date of such  notice as  provided  in
         paragraph (b) below.

In the event any Bank shall  exercise  its rights  under (i) or (ii) above,  all
payments and prepayments of principal which would otherwise have been applied to
repay  the  LIBOR  Borrowings  that  would  have  been  made by such Bank or the
converted  LIBOR  Borrowings  of such Bank shall instead be applied to repay the
Base  Rate  Borrowings  made by such  Bank in lieu  of,  or  resulting  from the
conversion of, such LIBOR Borrowings.

                  (b) For purposes of this Section,  a notice to the Borrower by
any Bank shall be effective as to each LIBOR Borrowing,  if lawful,  on the last
day of the Interest Period currently applicable to such LIBOR Borrowing;  in all
other  cases  such  notice  shall be  effective  on the date of  receipt  by the
Borrower.

                  (c) Each  Bank  shall  use its  best  efforts  to give  prompt
notification  to the Borrower of any event or prospective  event which will give
rise to the operation of paragraph (a) of this Section.

         SECTION 2.15 Redeployment  Loss. The Borrower shall pay to each Bank on
demand against any Redeployment Loss (defined below) arising as a consequence of
any payment, prepayment, failure to borrow or convert to a LIBOR Borrowing after
giving notice of its intent to so borrow or convert  pursuant to Sections 2.3(b)
or 2.11, or conversion of a LIBOR  Borrowing  required by any other provision of
this  Agreement or  otherwise  made or deemed made on a date other than the last
day of the Interest Period applicable  thereto.  "Redeployment Loss" shall mean,
in each  circumstance,  the amount  which is the sum of the  discounted  monthly
differences  for each month from the month of  prepayment  through  the month in
which such LIBOR Borrowing matures, calculated as follows for each such month:

                           (a) Determine the amount of interest which would have
         accrued  each  month  on  the  amount  prepaid  at  the  interest  rate
         applicable  to such amount had it remained  outstanding  until the last
         day of the LIBOR Borrowing applicable thereto.

                           (b) Subtract from the amount  determined in (a) above
         the amount of interest  which would have  accrued for the same month on
         the amount  prepaid for
                                      -20-
<PAGE>
         the remaining term of such LIBOR  Borrowing at the LIBOR Rate in effect
         on the date of prepayment for new loans in a principal  amount equal to
         the amount prepaid made for such term.

                           (c) If the  result  obtained  in (b) for any month is
         greater than zero,  discount that  difference by the LIBOR Rate used in
         (b) above.

A  certificate  of any Bank  setting  forth in  reasonable  detail any amount or
amounts  which Bank is entitled to receive  pursuant to this Section and setting
forth in  reasonable  detail the manner in which  such  amounts  shall have been
determined  shall be delivered to the  Borrower  and shall be  reasonably  made.
Without prejudice to the survival of any other agreement  contained herein,  the
agreements and obligations  contained in this Section shall survive  Termination
provided that Borrower  shall have no further  obligation to any Bank under this
Section unless a certificate  setting forth the amount of such obligation  shall
have been  delivered  by such Bank  pursuant to the  preceding  sentence  within
ninety (90) calendar days after the Termination Date.

         SECTION 2.16 Pro Rata Treatment.  Except as required under Section 2.14
or permitted by Section  2.20,  each  Borrowing,  each payment or  prepayment of
principal of any Borrowing,  each payment of interest on the Loans, each payment
of the Fees,  each  reduction of the  Commitments  and each  refinancing  of any
Borrowing  with a Borrowing of any Type,  shall be allocated  pro rata among the
Banks in accordance with their  respective  Commitments (or, if such Commitments
shall  have  expired  or been  terminated,  in  accordance  with the  respective
principal  amounts  of  their  outstanding  Loans).  Each  Bank  agrees  that in
computing  such  Bank's  portion  of any  Borrowing  to be made  hereunder,  the
Administrative  Agent may, in its  discretion,  round each Bank's  percentage of
such Borrowing to the next higher or lower whole dollar amount.

         SECTION  2.17  Sharing of  Setoffs.  Each Bank agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the  Borrower,  or pursuant to a secured  claim under Section 506 of Title 11 of
the United  States Code or other  security or interest  arising from, or in lieu
of, such secured claim,  received by such Bank under any applicable  bankruptcy,
insolvency  or other  similar law or  otherwise,  or by any other means,  obtain
payment  (voluntary or  involuntary) in respect of any Loan or Loans as a result
of which  the  unpaid  principal  portion  of the  Loans of such  Bank  shall be
proportionately less than the unpaid principal portion of the Loans of any other
Bank, it shall be deemed  simultaneously  to have purchased from such other Bank
at face value, and shall promptly pay to such other Bank the purchase price for,
a  participation  in the Loans of such other Bank, so that the aggregate  unpaid
principal amount of the Loans and  participations in the Loans held by each Bank
shall be in the same proportion to the aggregate  unpaid principal amount of all
Loans  then  outstanding  as the  principal  amount of its  Loans  prior to such
exercise  of banker's  lien,  setoff or  counterclaim  or other event was to the
principal  amount of all Loans  outstanding  prior to such  exercise of banker's
lien,  setoff or counterclaim or other event;  provided,  however,  that, if any
such purchase or purchases or adjustments shall be made pursuant to this Section
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or  adjustments  shall be rescinded to the extent of such  recovery
and the purchase price or prices or adjustment  restored without  interest.  The
Borrower expressly consents to the foregoing arrangements and agrees that
                                      -21-
<PAGE>
any Bank holding a participation  in a Loan deemed to have been so purchased may
exercise  any and all  rights of  banker's  lien,  setoff or  counterclaim  with
respect  to any and all  moneys  owing by the  Borrower  to such  Bank by reason
thereof as fully as if such Bank had made a Loan directly to the Borrower in the
amount of such participation.

         SECTION 2.18  Payments.
                       ---------

                  (a) The Borrower  shall make each payment  (including  without
limitation  principal  of or  interest  on any  Borrowing  or any  Fees or other
amounts)  hereunder  and under any other Loan Document no later than 12:00 noon,
Arizona time, on the date when due in Dollars to the Administrative Agent at its
offices at 201 Third Street, San Francisco,  California 94103, Attention: Agency
Department,  or at such other  location as it may direct the Borrower in writing
to  use,  in  immediately   available   funds.   Any  payment  received  by  the
Administrative  Agent after 12:00 noon,  Arizona  time,  shall be deemed to have
been received by Administrative Agent on the next Business Day.

                  (b)  Whenever  any  payment   (including   without  limitation
principal  of or  interest  on any  Borrowing  or any  Fees  or  other  amounts)
hereunder or under any other Loan Document shall become due, or otherwise  would
occur, on a day that is not a Business Day, such payment may be made on the next
succeeding  Business  Day,  and such  extension  of time  shall in such  case be
included in the computation of interest or Fees, if applicable.

         SECTION 2.19  Taxes.
                       ------

                  (a) All payments by the Borrower under this Agreement shall be
made without setoff or  counterclaim  and in such amounts as may be necessary in
order that all such payments after deduction or withholding for or on account of
any present or future taxes,  levies,  imposts,  duties,  withholdings  or other
charges of whatsoever  nature and all liabilities  with respect  thereto,  other
than any taxes on or measured  by the gross or net income of a Bank  pursuant to
(i) the income and/or franchise tax laws of the jurisdictions in which such Bank
is  incorporated  or organized or in which the principal  office of such Bank or
the branch that is a party to this  Agreement of that Bank is located,  and (ii)
the income and/or  franchise tax laws of the  jurisdictions in which the Lending
Office or the Eurodollar  Lending Office of that Bank are then located (all such
nonexcluded taxes, levies, imposts,  duties,  withholdings and liabilities being
hereinafter  referred  to as  "Taxes"),  shall  not be  less  than  the  amounts
otherwise  specified  to be paid by the  Borrower  to or for the  account of the
Administrative   Agent  or  Bank  (or  any  transferee  or  assignee   (each,  a
"Transferee"))  under this  Agreement.  Upon request of the Borrower in writing,
each Bank shall  designate  a different  Lending  Office or  Eurodollar  Lending
Office,  as the case may be, if such  designation  will avoid the  imposition of
Taxes and if such  designation  will not, in the sole  judgment of such Bank, be
otherwise  disadvantageous  to such  Bank.  With  respect to each  deduction  or
withholding  for or on account of any Taxes of the  Administrative  Agent or any
Bank (or  Transferee),  Borrower shall promptly (and in any event not later than
45 days thereafter) furnish to such Administrative Agent or Bank (or Transferee)
a receipt evidencing payment thereof.
                                      -22-
<PAGE>
                  (b) In  addition,  the  Borrower  agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar  levies  which  arise from any  payment  made  hereunder  or from the
execution,  delivery or  registration  of, or  otherwise  with  respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Stamp Taxes").
Each Bank that is organized  outside the United States  represents  and warrants
that as of the  Closing  Date,  it is not aware of any Stamp Tax  imposed by the
jurisdiction in which it is  incorporated  that applies to this Agreement or any
payment made to such Bank hereunder.

                  (c) The Borrower will indemnify each Bank (or  Transferee) and
the Administrative Agent for the full amount of Taxes and Stamp Taxes (including
without  limitation  any Taxes or Stamp  Taxes  imposed by any  jurisdiction  on
amounts  payable under this Section)  paid by such Bank (or  Transferee)  or the
Administrative  Agent, as the case may be, and any liability  (including without
limitation  penalties,  interest and expenses) arising therefrom or with respect
thereto,  whether or not such Taxes or Stamp  Taxes  were  correctly  or legally
asserted by the relevant taxing authority or other Governmental Authority.  Such
indemnification  shall  be made  within  30 days  after  the  date  any Bank (or
Transferee)  or the  Administrative  Agent,  as the case may be,  makes  written
demand  therefor.  If a Bank, as the result of any Tax with respect to which the
Borrower is required to make a payment  pursuant to this Section shall realize a
tax credit or refund in its country or other  jurisdiction of  incorporation  or
organization  or in the  jurisdiction  in which its principal  office or Lending
Office or Eurodollar Lending Office is then located,  which tax credit or refund
would not have been  realized but for the  Borrower's  payment of such Tax, such
Bank shall pay to the  Borrower an amount equal to such tax credit or refund (to
the extent of amounts  that have been paid by the  Borrower  under this  Section
with respect to such credit or refund) net of all out-of-pocket expenses of such
Bank; provided that the Borrower, upon the request of the Bank, agrees to return
such credit or refund (plus  penalties,  interest or other charges) to such Bank
in the  event  such  Bank is  required  to repay  such  credit  or refund to the
relevant taxing authority. Any amount required to be calculated pursuant to this
Section  shall be calculated  in good faith by the Bank (or  Transferee)  or the
Administrative  Agent, and such calculation shall be conclusive and binding upon
the parties hereto.

                  (d) Without  prejudice to the survival of any other  agreement
contained herein, the agreements and obligations contained in this Section shall
survive Termination,  provided that Borrower shall have no further obligation to
the Banks under this Section  unless a  certificate  setting forth the amount of
such  obligation  shall have been delivered by the Banks to the Borrower  within
ninety (90) calendar days after the Termination Date.

                  (e) Each Bank (or  Transferee)  that is organized  outside the
United States (i) on or before the date it becomes a party to this Agreement and
(ii) with respect to each Lending  Office or Eurodollar  Lending  Office located
outside the United  States of such Bank (or  Transferee),  on or before the date
such office or branch  becomes a Lending  Office or Eurodollar  Lending  Office,
shall deliver to the Borrower and the  Administrative  Agent such  certificates,
documents  or other  evidence,  as required by the Code or Treasury  Regulations
issued pursuant  thereto,  including  Internal Revenue Service Form 1001 or Form
4224,  properly  completed  and  duly  executed  by such  Bank  (or  Transferee)
establishing that payments received hereunder are (i) not subject to withholding
under the Code because such payment is effectively connected with the conduct by
such Bank (or
                                      -23-
<PAGE>
Transferee)  of a trade or business in the United States or (ii) totally  exempt
from United States  Federal  withholding  tax under a provision of an applicable
tax treaty. In addition,  each such Bank (or Transferee)  shall, if legally able
to do so, thereafter deliver such certificates, documents or other evidence from
time to time establishing  that payments  received  hereunder are not subject to
such withholding upon receipt of a written request therefor from the Borrower or
the Administrative  Agent. Unless the Borrower and the Administrative Agent have
received forms or other documents  satisfactory to them indicating that payments
hereunder  or  under  the  Notes  are  not  subject  to  United  States  Federal
withholding  tax, the Borrower or the  Administrative  Agent shall withhold such
taxes from such payments at the applicable statutory rate.

                  (f) The Borrower  shall not be required to pay any  additional
amounts to any Bank (or  Transferee) or the  Administrative  Agent in respect to
United  States  Federal  withholding  tax pursuant to paragraph (a) above if the
obligation  to pay such  additional  amounts  would  not have  arisen  but for a
failure by such Bank (or Transferee) or the Administrative  Agent to deliver the
certificates,  documents or other evidence specified in the preceding  paragraph
(e) unless  such  failure is  attributable  to (i) a change in  applicable  law,
regulation  or  official   interpretation   thereof  or  (ii)  an  amendment  or
modification  to or a  revocation  of any  applicable  tax treaty or a change in
official position regarding the application or interpretation  thereof,  in each
case on or after the date such Bank (or Transferee) or the Administrative  Agent
becomes a party to this  Agreement  (or, if  applicable,  on or after the date a
Lending  Office or Eurodollar  Lending  Office of such Bank (or  Transferee)  or
Administrative  Agent  became a Lending  Office  or  Eurodollar  Lending  Office
hereunder).

                  (g) Nothing  contained in this Section  shall require any Bank
(or  Transferee)  or the  Administrative  Agent to make available any of its tax
returns (or any other  information  relating to its taxes)  which it deems to be
confidential.

                  (h) Each  Bank or the  Administrative  Agent on  behalf of the
Banks shall give  notification to the Borrower of any event or prospective event
which will give rise to the  operation  of  paragraphs  (a),  (b) or (c) of this
Section, such notification to be sent within thirty (30) days of the date of the
public promulgation of the effective date of any such Taxes or Stamp Taxes.

         SECTION 2.20  Termination or Assignment of Commitments Under Certain
                       ------------------------------------------------------
Circumstances.
--------------

                  (a) If any Bank (or  Transferee) or the  Administrative  Agent
claims any additional  amounts payable  pursuant to Section 2.13 or Section 2.19
or exercises its rights under Section 2.14, it shall  (consistent with legal and
regulatory   restrictions)   (i)  promptly  notify  the  Borrower  (through  the
Administrative  Agent)  of the  circumstances  giving  rise to  such  additional
amounts or the exercise of such rights and (ii) file any certificate or document
requested by the Borrower or change the  jurisdiction of its applicable  Lending
Office or take any other  action if the making of such a filing or change or the
taking of such action  would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue or avoid the circumstances giving
rise to such exercise and would not, in the sole  determination of such Bank (or
Transferee), be otherwise disadvantageous to such Bank (or Transferee).
                                      -24-
<PAGE>
                  (b) In the event that any Bank shall have  delivered  a notice
or  certificate  pursuant  to Section  2.13 or 2.14,  or the  Borrower  shall be
required  to make  additional  payments  to any Bank  under  Section  2.19,  the
Borrower  shall have the right,  at its option and own  expense,  upon notice to
such Bank and the  Administrative  Agent, (i) in the case of Sections 2.13, 2.14
or 2.19 only,  to  terminate  the  Commitment  of such Bank or (ii) in all cases
described in this paragraph, to require such Bank to transfer and assign without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.4) all its interests,  rights and obligations  under this Agreement to
another financial institution  reasonably acceptable to the Administrative Agent
which shall assume such  obligations;  provided that (i) no such  termination or
assignment  shall  conflict  with any law,  rule or  regulation  or order of any
Governmental  Authority and (ii) the Borrower or the  assignee,  as the case may
be, shall pay to the affected Bank in immediately available funds on the date of
such termination or assignment the principal of and interest accrued to the date
of payment on the Loans made by it hereunder and all other  amounts  accrued for
its  account  or owed to it  hereunder,  including  without  limitation  amounts
payable and owed to it pursuant to Sections 2.13, 2.14 and 2.19, if any.

                  (c) Each Bank  represents and warrants to the Borrower that as
of the date hereof it is not aware of any claims  available to it under  Section
2.13, 2.14 or 2.19 or any  circumstances  which it has determined will enable it
to make any such claims.
                                      -25-
<PAGE>
                                   ARTICLE IIA

                                LETTERS OF CREDIT

         SECTION 2A.1 Standby Letters of Credit.
                      --------------------------

                  (a) Provided that the Borrower has  satisfied  the  conditions
precedent  contained in Section  2A.1(b) hereof,  the Issuing Bank agrees,  from
time to time,  to issue and/or renew Letters of Credit on behalf of the Borrower
so long as (i) upon such  issuance or renewal,  an issuance  fee (the "Letter of
Credit  Fee") is paid by Borrower to the Issuing  Bank in an amount equal to the
Applicable Margin as to the Letter of Credit Fee times the amount of each Letter
of Credit, and (ii) the outstanding aggregate principal amount of all Borrowings
made by all Banks  pursuant to their  Revolving  Credit Loan,  together with the
Letter of Credit Balance, after giving effect to such Letter of Credit, will not
exceed the Maximum Commitment.

                  (b) The  obligation  of the Issuing Bank to issue and/or renew
any  Letters  of  Credit  on  behalf of the  Borrower  shall be  subject  to the
following  conditions  precedent on the date of issuance or renewal of each such
Letter of Credit:

                           (i) The  Borrower  shall  execute  and deliver to the
         Issuing Bank an application for letter of credit, specifying the amount
         of the requested  letter of credit,  the requested term thereof,  which
         term may not exceed one year, and the beneficiary thereof; and

                           (ii) No Event of Default  shall exist and no event or
         condition shall exist that after notice or lapse of time, or both would
         constitute an Event of Default.

         SECTION  2A.2 Notice.  The Issuing  Bank shall give the  Administrative
Agent,  which shall in turn give to each Bank, prompt written or telecopy advice
of any notice received from the Borrower pursuant to this paragraph.

         SECTION 2A.3 Letter of Credit Participations.
                      --------------------------------

                  (a) By the  issuance  of a Letter of Credit  and  without  any
further action on the part of the Issuing Bank or the Banks in respect  thereof,
the Issuing Bank hereby grants to each Bank, and each Bank hereby  acquires from
the Issuing Bank, a participation  in such Letter of Credit equal to such Bank's
Commitment  percentage,  based upon the Commitments in effect at the time of any
drawing  thereunder (or, if the Commitments shall have been terminated  pursuant
to  Article  VII,  the   Commitments  in  effect   immediately   prior  to  such
termination),  of the face amount of such Letter of Credit,  effective  upon the
issuance  of such  Letter of Credit;  provided,  however,  that no Bank shall be
required to acquire participations in Letters of Credit that would result in its
pro rata percentage,  based upon its Commitment, of the Letter of Credit Balance
exceeding its Commitment.  In consideration and in furtherance of the foregoing,
each  Bank  hereby  absolutely  and   unconditionally   agrees  to  pay  to  the
Administrative Agent, for the account of the Issuing Bank, in accordance with
                                      -26-
<PAGE>
Section 2A.4 below, such Bank's pro rata percentage of each unreimbursed  Letter
of Credit Disbursement made by the Issuing Bank.

                  (b) Each Bank  acknowledges and agrees that its acquisition of
participations  pursuant to paragraph  (a) above in respect of Letters of Credit
is absolute  and  unconditional  and shall not be  affected by any  circumstance
whatsoever,  including without  limitation the occurrence and continuance of any
Event of Default hereunder, and that each such payment shall be made without any
offset,  abatement,  withholding or reduction whatsoever;  provided that nothing
herein shall  constitute a waiver of any rights a Bank may have by reason of the
gross negligence or wilful misconduct of the Issuing Bank.

         SECTION 2A.4 Disbursement and Reimbursement.
                      -------------------------------

                  (a) Promptly  after it shall have  ascertained  that any draft
and any accompanying  documents  presented under a Letter of Credit appear to be
in strict conformity with the terms and conditions of such Letter of Credit, the
Issuing  Bank  shall  give  telephone  and  telecopy   notice  to  the  Borrower
(separately to Mr. Riley and to Mr. Lyding) and the Administrative  Agent of the
receipt and amount of such draft and the date on which  payment  thereon will be
made. If the Administrative  Agent shall not have received from the Borrower the
payment  required  pursuant to paragraph (b) below by 10:00 a.m.,  Arizona time,
one Business Day after the date on which payment of a draft  presented under any
Letter of Credit has been made,  the  Administrative  Agent  shall  promptly  so
notify the  Issuing  Bank and each Bank,  specifying  in the notice to each Bank
such Bank's pro rata percentage,  based upon the Commitments,  of such Letter of
Credit Disbursement.  Each Bank shall pay to the Administrative Agent, not later
than 1:00 p.m.,  Arizona  time,  on such date,  such Bank's  percentage  of such
Letter of Credit Disbursement, which the Administrative Agent shall promptly pay
to the Issuing Bank. The  Administrative  Agent will promptly remit to each Bank
such   Bank's   percentage   of  any  amounts   subsequently   received  by  the
Administrative  Agent from the  Borrower  in  respect  of such  Letter of Credit
Disbursement;  provided that (i) amounts so received for the account of any Bank
prior to payment by such Bank of amounts  required to be paid by it hereunder in
respect  of any  Letter of Credit  Disbursement  and (ii)  amounts  representing
interest  on any  Letter  of Credit  Disbursement  for the  period  prior to the
payment  by such  Bank of such  amounts  shall in each case be  remitted  to the
Issuing Bank.

                  (b) If the Issuing Bank shall pay any draft  presented under a
Letter  of  Credit,  the  Borrower  shall  pay to  the  Issuing  Bank  or to the
administrative   Agent  for  the  account  of  the  Issuing   Bank  or,  if  the
Administrative  Agent shall have received the payments provided in paragraph (a)
above with respect to such  drawing,  for the  accounts of the Banks,  an amount
equal to the  amount of such draft  before  10:00  a.m.,  Arizona  time,  on the
Business Day immediately  following the date of payment of such draft,  together
with  interest on such amount at a rate per annum equal to the interest  rate in
effect for Base Rate Borrowings from (and including) the date of payment of such
draft  to (but  excluding)  the  date  of  such  payment  by the  Borrower.  The
obligation  of the  Borrower  to pay  the  amounts  referred  to  above  in this
paragraph  (b) shall be absolute,  unconditional  and  irrevocable  and shall be
satisfied strictly in accordance with their terms irrespective of:
                                      -27-
<PAGE>
                           (i) any lack of  validity  or  enforceability  of any
         Letter of Credit;

                           (ii) the existence of any claim,  setoff,  defense or
         other right which the Borrower or any other Person may at any time have
         against the beneficiary under any Letter of Credit,  the Administrative
         Agent,  any Issuing Bank or any Bank (other than the defense of payment
         in  accordance  with the terms of this  Agreement or a defense based on
         the gross  negligence or wilful  misconduct of the Issuing Bank) or any
         other  Person  in   connection   with  this   Agreement  or  any  other
         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; provided that payment by the Issuing Bank under such Letter of
         Credit  against  presentation  of such draft or document shall not have
         constituted gross negligence or wilful misconduct;

                           (iv)  payment by the  Issuing  Bank under a Letter of
         Credit against presentation of a draft or other document which does not
         comply  in any  immaterial  respect  with the  terms of such  Letter of
         Credit;  provided  that such payment shall not have  constituted  gross
         negligence or wilful misconduct; or

                           (v)  any  other  circumstance  or  event  whatsoever,
         whether or not  similar  to any of the  foregoing;  provided  that such
         other  circumstance  or event  shall not have been the  result of gross
         negligence or wilful misconduct of the Issuing Bank.

                  It is understood  that in making any payment under a Letter of
Credit (1) the Issuing Bank's exclusive  reliance on the documents  presented to
it under  such  Letter of Credit as to any and all  matters  set forth  therein,
including  without  limitation,  reliance  on the amount of any draft  presented
under such  Letter of Credit,  whether or not the amount due to the  beneficiary
equals  the  amount of such  draft and  whether  or not any  document  presented
pursuant to such Letter of Credit proves to be forged,  fraudulent or invalid in
any respect, if such document on its face appears to be in order, and whether or
not any other statement or any other document  presented pursuant to such Letter
of Credit proves to be forged or invalid or any statement  therein  proves to be
inaccurate or untrue in any respect whatsoever, and (2) any noncompliance in any
immaterial respect of the documents  presented under a Letter of Credit with the
terms thereof shall,  in either case,  not be deemed wilful  misconduct or gross
negligence of the Issuing Bank.
                                      -28-
<PAGE>
                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The Borrower and the Guarantor  each hereby  represents and warrants to
the Administrative Agent and the Banks as follows:

         SECTION 3.1 Organization;  Corporate Powers; Etc. (a) The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the  jurisdiction  of its  incorporation;  (b) the Borrower has the corporate
power and  authority to own its property and assets and to carry on its business
as now  conducted  and is qualified to do business in every  jurisdiction  where
such  qualification is required except where the failure to so qualify would not
result in a material  adverse  effect on the  business,  assets,  operations  or
condition (financial or otherwise) of the Borrower; and (c) the Borrower has the
corporate  power to execute,  deliver and perform this  Agreement  and the other
Loan Documents and to borrow hereunder.

         SECTION 3.2 Authorization; Etc. The execution, delivery and performance
by the Borrower of this Agreement,  the Borrowings hereunder,  and the issuance,
execution  and  delivery  of the  Notes:  (a) have been duly  authorized  by all
requisite  corporate action;  (b) will not violate (i) any provision of law, any
order of any  court,  or any rule,  regulation  or order of any other  agency of
government,  (ii) the  Articles of  Incorporation  or By-laws of the Borrower or
(iii) any provision of any material indenture,  agreement or other instrument to
which the Borrower is a party, or by which the Borrower or any of its properties
or assets are or may be bound;  (c) will not be in  conflict  with,  result in a
breach of or  constitute  (alone,  with notice,  with lapse of time, or with any
combination of these factors) a default under any indenture,  agreement or other
instrument  referred  to in  (b)(iii)  above;  and (d)  will not  result  in the
creation or  imposition  of any Lien upon any property or assets of the Borrower
that is not a Permitted Lien. Except for filings which may be required under the
1934 Act, no  registration  with or consent or approval  of, or other action by,
any  Governmental  Authority  is  required  in  connection  with the  execution,
delivery and  performance of this  Agreement,  the execution and delivery of the
Notes or the Borrowings hereunder.

         SECTION 3.3  Enforceability.

                  (a) This Agreement  constitutes,  and each other Loan Document
when duly  executed and delivered by the Borrower  will  constitute,  the legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms,  subject,  as to the enforcement of remedies,  to applicable  bankruptcy,
reorganization,  insolvency,  moratorium and other laws of general applicability
relating to or  affecting  creditors'  rights from time to time in effect and to
general  principles  of  equity  (regardless  of  whether  such  enforcement  is
considered in a proceeding at law or in equity).

                  (b) The  Guaranties  constitute  the legal,  valid and binding
obligations of the Guarantor and Swift Leasing, respectively.

         SECTION 3.4 Financial Condition and Information.
                     ------------------------------------
                                      -29-
<PAGE>
                  (a) The Borrower has heretofore  furnished to the Banks copies
of (i) the consolidated balance sheets of the Borrower as of September 30, 1996,
and the related  consolidated  statements of income and shareholder's  equity of
the Borrower for the year ended  December  31, 1995,  and for the fiscal  period
ended December 31, 1995, including without limitation the related notes, audited
by and including the opinion the independent public accountants of the Borrower,
and (ii) the Annual  Report on Form 10-K for the fiscal year ended  December 31,
1995 of the Borrower.  Such financial  statements  fairly state the consolidated
financial  condition of the Borrower as of the respective  dates thereof and the
consolidated  results of the operations and changes in financial position of the
Borrower  for the  periods  covered  thereby.  All  such  financial  statements,
including related schedules and notes thereto,  have been prepared in accordance
with GAAP.

                  (b)  Borrower  (both  before  and after  giving  effect to the
transactions  contemplated hereby) is solvent, has assets having a fair value in
excess of the amount  required to pay its probable  liabilities  on its existing
debts as they become  absolute  and matured,  and has, and will have,  access to
adequate  capital  for the  conduct of its  business  and the ability to pay its
debts from time to time incurred in connection therewith as such debts mature.

         SECTION  3.5 No  Material  Adverse  Change.  There has been no Material
Adverse Change in the business,  operations,  assets or condition  (financial or
otherwise)  of the  Guarantor,  the Borrower and its  Significant  Subsidiaries,
taken as a whole (except as disclosed in the financial statements referred to in
Section 3.4 or as otherwise disclosed on Schedule 3.5 attached hereto).

         SECTION 3.6 Litigation.  There are no actions,  suits or proceedings at
law or in equity  or by or  before  any  governmental  instrumentality  or other
agency now pending or, to the knowledge of the Borrower,  threatened  against or
affecting the Borrower or any property or rights of the Borrower  which would be
reasonably  likely in the aggregate to (i) materially  impair the ability of the
Borrower  to  perform  its  obligations  under  this  Agreement  or the Notes or
materially impair the ability of the Borrower to carry on business substantially
as now being  conducted  or (ii) result in any  material  adverse  change in the
business,  assets,  operations,  or condition  (financial  or  otherwise) of the
Borrower.

         SECTION 3.7  Federal Reserve Regulations.
                      ----------------------------

                  (a) The Borrower is not engaged principally,  or as one of its
important  activities,  in the business of  extending  credit for the purpose of
purchasing or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan will be used,  whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or carry Margin Stock or to extend  credit to others for the purpose
of  purchasing  or carrying  Margin Stock or to refund  indebtedness  originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is  inconsistent  with, the provisions of the Regulations of the Board,
including Regulation G, U or X.
                                      -30-
<PAGE>
         SECTION 3.8 Investment  Company Act. The Borrower is not an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

         SECTION 3.9 Public Utility  Holding  Company Act. The Borrower is not a
"holding  company,"  or a  "subsidiary  company" of a "holding  company,"  or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company,"  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         SECTION 3.10 Tax Returns.  As of the filing date of the Borrower's Form
10-K,  Form 10-Q or Form 8-K most recently  filed with the SEC, the Borrower has
duly filed or caused to be filed all federal,  state and local tax returns which
are  required to have been filed and has paid or caused to be paid all  material
taxes  required to be paid by it,  except  taxes the  validity of which is being
contested in good faith by appropriate proceedings and with respect to which the
Borrower has set aside on its books such reserves as are required by GAAP.

         SECTION 3.11 ERISA.  As of the filing date of the Borrower's Form 10-K,
Form 10-Q or Form 8-K most  recently  filed with the SEC,  the  Borrower  had no
material undisclosed ERISA Liabilities under any Plans.

         SECTION 3.12 Title to Properties: Possession. The Borrower has good and
indefeasible  title  to,  or valid  leasehold  interests  in,  all its  material
properties and assets, subject only to encumbrances,  adverse claims and defects
in title which do not involve any risk of loss that is material to the  Borrower
and the  Subsidiaries  taken as a whole. All such assets and properties are free
and clear of all Liens other than those  permitted  by Section 6.1. The Borrower
has  all  licenses  and  rights  necessary  to  enable  it to use  all  material
technology used by it in its operations.

         SECTION 3.13 Use of Proceeds. The Borrower will use the proceeds of any
borrowing  hereunder  solely for the  purposes set forth in the Recitals to this
Agreement.

         SECTION 3.14 Environmental and Safety Matters. As of the filing date of
the  Borrower's  Form 10-K,  Form 10-Q or Form 8-K most recently  filed with the
SEC, the Borrower and the Subsidiaries had no material undisclosed environmental
liabilities.

         SECTION 3.15 Subsidiaries.  All Significant  Subsidiaries are correctly
identified on Schedule "3.15" hereto.
                                      -31-
<PAGE>
                                   ARTICLE IV

                           CONDITIONS TO CREDIT EVENTS

         The  obligations  of the Banks to make each and every Loan, and to make
each and every advance of the proceeds  thereof  (each of the  foregoing  events
being  called a "Credit  Event")  are  subject  to the prior or  contemporaneous
satisfaction of the following conditions:

         SECTION 4.1 Credit Events. On the date of each Credit Event,  including
the date of each refinancing of a Borrowing as contemplated by Section 2.5:

                           (a) The  Administrative  Agent shall have received in
         respect of such advance or  refinancing a Borrowing  Notice as required
         by Section 2.3.

                           (b) The  representations  and warranties set forth in
         Article  III hereof  shall have been true and  correct in all  material
         respects  both (i) on the date hereof and (ii) as of such date,  except
         to the extent such  representations and warranties expressly relate and
         are limited to a different date.

                           (c) At the time of and immediately after such advance
         or  refinancing  no Event of Default or  Potential  Default  shall have
         occurred and be continuing.

Each  advance  or  refinancing   hereunder  shall  be  deemed  to  constitute  a
representation  and warranty by the Borrower on the date of such Credit Event as
to the  satisfaction  of the  conditions  specified in paragraphs (b) and (c) of
this Section 4.1.

         SECTION 4.2  First Credit Event.  On the Closing Date:
                      -------------------  

                  (a) Each Bank shall have received a duly executed copy of this
Agreement.

                  (b) The  Administrative  Agent  shall  have  received  the Fee
Letter and payment of all expenses owed to the Banks  pursuant to Section 9.5(a)
and of all Fees that are then due and payable.

                  (c) Each Bank shall have  received a duly  executed  Revolving
Note complying with the provisions of Section 2.7.

                  (d) The  Administrative  Agent shall have received a favorable
written  opinion  of legal  counsel to the  Borrower,  the  Guarantor  and Swift
Leasing,  dated the Closing Date and addressed to the  Administrative  Agent and
the Banks, to the effect set forth in Exhibit "E" hereto.
                                      -32-
<PAGE>
                  (e) All legal matters incident to this Agreement and the first
Credit Event hereunder shall be reasonably  satisfactory to the Banks and to the
legal counsel for the Administrative Agent.

                  (f) The Administrative Agent shall have received as to each of
the Borrower,  the Guarantor and Swift Leasing (i) a copy of its  Certificate or
Articles of Incorporation,  including all amendments thereto,  certified as of a
recent date by the  Secretary of State of the state of its  organization,  and a
certificate  from such  Secretary of State as of a recent  date,  as to its good
standing;  (ii) a certificate of its Secretary or Assistant  Secretary dated the
Closing Date and  certifying  (A) that  attached  thereto is a true and complete
copy of its  By-Laws as in effect on the  Closing  Date and at all times since a
date prior to the date of the  resolutions  described in the next clause of this
sentence,  (B) that attached  thereto is a true and complete copy of resolutions
duly adopted by its Board of Directors,  authorizing the execution, delivery and
performance of the Loan Documents and the Credit Events hereunder, and that such
resolutions  have not been modified,  rescinded or amended and are in full force
and effect,  (C) that its Certificate or Articles of Incorporation have not been
amended since the date of the last amendment thereto shown on its certificate of
good  standing  furnished  pursuant  to  clause  (i)  above,  and  (D) as to the
incumbency and specimen signature of each officer executing any Loan Document or
any other document  delivered in connection  herewith on its behalf; and (iii) a
certificate of another  officer as to the  incumbency and specimen  signature of
the Secretary or Assistant Secretary executing the certificate  pursuant to (ii)
above.

                  (g)  The   Administrative   Agent   shall   have   received  a
certificate,  dated the Closing  Date and signed on behalf of the  Borrower by a
Financial  Officer of the Borrower,  confirming  compliance  with the conditions
precedent set forth in paragraphs (b) and (c) of Section 4.1.

                  (h) The  Administrative  Agent shall have received all amounts
due and payable  hereunder or under the other Loan  Documents on or prior to the
Closing Date.

                  (i) The  Administrative  Agent  shall have  received  evidence
satisfactory  to it that the 1993  Agreement has been or will be terminated  and
all loans and other amounts and letters of credit  outstanding  thereunder  have
been or will be paid in full or assumed  hereunder,  on or prior to the  Closing
Date.

                  (j) The Administrative Agent shall have received duly executed
copies of the Guaranties.
                                      -33-
<PAGE>
                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         The Borrower and the Guarantor  each  covenants and agrees that, at all
times prior to Termination, unless the Required Banks shall otherwise consent in
writing, it will:

         SECTION  5.1  Corporate  Existence.  Do or cause to be done all  things
necessary  to  preserve,  renew and keep in full force and effect its  corporate
existence,  material rights,  licenses,  permits and franchises  material to the
conduct of its business;  comply in all material  respects  with all  applicable
laws,  rules,  regulations,  and orders  (except that force majeure  events will
excuse  noncompliance so long as noncompliance  would not materially  impair the
creditworthiness  of the  Borrower)  whether now in effect or hereafter  enacted
where the  failure to so comply  would be  reasonably  likely to have a material
adverse effect on the business,  assets,  operations or condition  (financial or
otherwise) of the Borrower; and, at all times maintain and preserve all material
property  required  for the conduct of its  business as  presently  or hereafter
conducted.

         SECTION 5.2 Insurance. Maintain adequate insurance by financially sound
and  reputable  insurers of all  properties  of a character  usually  insured by
companies  engaged  in the same or a  similar  business  operating  on a similar
economic scale in the same vicinity  against loss or damage  resulting from fire
or other risks insured against by extended  coverage and of the kind customarily
insured against by such companies,  and maintain in full force and effect public
liability insurance against claims for personal injury, death or property damage
occurring  upon,  in,  about or in  connection  with  the use of any  properties
occupied  or  controlled  by it in such  amounts  as  shall be  customary  among
companies engaged in the same or similar  businesses and similarly  situated and
maintain such other insurance as may be required by law; provided, however, that
nothing in this Section 5.2 shall preclude the Borrower from being  self-insured
to the extent customary with companies in the same or similar business.

         SECTION 5.3 Taxes.  Pay and discharge  promptly any taxes,  assessments
and governmental charges or levies imposed upon it or upon its income or profits
or in respect of its material property (real or personal), before the same shall
become delinquent;  provided,  however, that neither the Borrower nor any of the
Subsidiaries  shall be required to pay and  discharge or to cause to be paid and
discharged any such obligation,  tax, assessment,  charge, levy or claim so long
as the  validity  or  amount  thereof  shall  be  contested  in  good  faith  by
appropriate  proceedings  and the Borrower or such  Subsidiary,  as appropriate,
shall set aside on its books such  reserves as are required by GAAP with respect
thereto.

         SECTION 5.4  Financial Statements; Reports, etc.
                      -----------------------------------

                  (a) In the case of the  Guarantor,  cause to be  furnished  to
each Bank (as Information subject to the applicable requirements of Section 9.17
herein, if any):
                                      -34-
<PAGE>
                           (i)  within  120 days  after  the end of each  fiscal
         year, consolidated (and if requested by the Banks consolidating), (A) a
         balance  sheet,  (B) a statement  of income and (C) a statement of cash
         flow,  each showing the  financial  condition of the  Guarantor and its
         Subsidiaries  as of the close of such  fiscal  year and the  results of
         operations  during  such  fiscal  year,  all  the  foregoing  financial
         statements  to be  prepared  in  accordance  with  GAAP,  audited by an
         accounting firm of nationally  recognized  standing with an unqualified
         opinion from such firm;

                           (ii) within five days of filing with the SEC,  but in
         no event  later  than 65 days after the end of each  fiscal  quarter of
         each  fiscal  year of the  Guarantor,  Guarantor's  Form  10-Q for such
         fiscal  quarter  together  with  consolidating  (if  applicable  and if
         requested  by  the  Banks)  and  fully  consolidated   company-prepared
         financial statements including,  without limitation,  consolidating (if
         applicable and if requested by the Banks and fully consolidated balance
         sheets as of the end of that  fiscal  quarter,  and  consolidating  (if
         applicable  and if  requested  by the  Banks)  and  fully  consolidated
         statements of income for the fiscal quarter;

                           (iii)   concurrently   with  each   delivery  of  the
         statements referred to in (i) and (ii) above, the Quarterly Certificate
         certifying  that to the best of its,  his or her  knowledge no Event of
         Default or  Potential  Default  has  occurred,  or, if such an Event of
         Default or Potential  Default has occurred,  specifying  the nature and
         extent thereof and accompanied by a statement of a Financial Officer of
         the Guarantor  specifying any corrective action taken or proposed to be
         taken with respect thereto,  and setting forth in reasonable  detail in
         the form of Exhibit F the calculation of financial  measures and ratios
         required to demonstrate  compliance with the covenants,  conditions and
         agreements contained herein, all determined as of the end of the period
         covered by said statements;

                           (iv) within 45 days of their being filed, in addition
         to those delivered by Guarantor to Bank pursuant to (ii) above,  copies
         of all reports (other than preliminary  proxy  statements) filed by the
         Guarantor with the SEC (or any Governmental Authority succeeding to any
         or all of the functions of the SEC) under the  requirements of the 1934
         Act, or any successor statute; and

                           (v)   promptly,   from  time  to  time,   such  other
         information  regarding the operations,  business  affairs and financial
         condition of the Guarantor as the  Administrative  Agent may reasonably
         request.

                  (b) In the  case of the  Borrower,  furnish  to each  Bank (as
Information  subject to the applicable  requirements of Section 9.17 herein,  if
any):

                           (i)  within  ninety  (90) days  after the end of each
         fiscal year,  (i) a  consolidated  balance  sheet,  (ii) a consolidated
         statement  of income and (iii) a  consolidated  statement of cash flow,
         each showing the financial condition of the
                                      -35-
<PAGE>
         Borrower  as of the  close  of such  fiscal  year  and the  results  of
         operations during such fiscal year;

                           (ii) concurrently with each delivery of the statement
         above, a statement by a Financial  Officer  certifying that to the best
         of its, his or her  knowledge no Event of Default or Potential  Default
         has occurred,  or, if such an Event of Default or Potential Default has
         occurred, specifying the nature and extent thereof and accompanied by a
         statement  of a  Financial  Officer  of  the  Borrower  specifying  any
         corrective  action taken or proposed to be taken with respect  thereto;
         and
                           (iii)  promptly,   from  time  to  time,  such  other
         information  regarding the operations,  business  affairs and financial
         condition of the Borrower as the  Administrative  Agent may  reasonably
         request.

         SECTION 5.5 Litigation and Other Notices. Give the Administrative Agent
prompt written or telecopy notice of the following:

                  (a) any Event of Default or  Potential  Default and the steps,
if any, proposed to be taken by the Borrower with respect thereto;

                  (b) the filing or commencement  of any action,  suit or formal
proceeding  at law or in equity or by or before any court or hearing  officer of
any Governmental Authority, or any other event or condition,  which has resulted
in, or which is reasonably likely to result in, a material adverse change in the
business,  operations or condition  (financial or otherwise) of the Borrower and
the  Subsidiaries  taken  as a whole  and  which  has not been  reported  in the
Borrower's most recent SEC filings on Form 10-K, 10-Q or 8-K.

         SECTION  5.6  Maintaining  Records:  Access to  Premises  and  Records.
Maintain all financial  records in  accordance  with GAAP,  and upon  reasonable
notice permit  representatives of the Administrative Agent and each Bank to have
access to such financial  records and the premises of the Borrower at reasonable
times and to make such  excerpts from such records as such  representatives  may
deem necessary,  provided that each person obtaining  information shall hold all
confidential  information obtained in accordance with the restrictions set forth
in Section 9.17.

         SECTION 5.7 Use of  Proceeds.  Use the proceeds of the Loans solely for
the purposes set forth in Recitals hereto.

         SECTION 5.8  Unencumbered  Assets.  Cause  Guarantor to maintain at all
times  assets  (as  so  reported  on  its  consolidated   financial  statements)
consisting  of cash,  net  accounts  receivables,  real estate at net book value
(which may consist of no more than  $50,000,000.00)  and rolling  stock (such as
trucks and  trailers)  at net book value which are free and clear of any and all
Liens, in an amount of not less than 120% of the sum of its accounts payable (as
so described on its consolidated financial statements) and its total outstanding
unsecured  Indebtedness,  including without  limitation both funded and unfunded
but committed Indebtedness.
                                      -36-
<PAGE>
                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Borrower and the Guarantor  each  covenants and agrees that, at all
times prior to Termination, it will not, and will not permit any Subsidiary to:

         SECTION 6.1 [Intentionally left blank].

         SECTION  6.2  Mergers,  Consolidations,  Sales of Assets.  Dissolve  or
liquidate,  or merge or consolidate  with or into any corporation or entity,  or
turn over the  management or operation of its property,  assets or businesses to
any  other  person,  firm or  corporation,  or make any  material  change in its
ownership,  management structure or management  personnel.  Nothing herein shall
preclude  Guarantor or Borrower from acquiring other companies in the same, or a
related type, of business  currently  engaged in by Borrower,  its Affiliates or
its Subsidiaries,  including but not limited to transportation,  leasing,  truck
repair,  logistics,  consulting,  brokerage,  warehousing,  packaging,  material
handling  and  related  services,  which  other  companies  may be  merged  into
Guarantor or Borrower or into one of Guarantor's or Borrower's  subsidiaries nor
shall it preclude  any of  Borrower's  subsidiaries  from  merging into any such
acquired company.

         SECTION 6.3  Accounting  Change.  Change the times of  commencement  or
termination  of its  fiscal  year or other  accounting  periods,  or change  its
methods of  accounting  unless  any such  change  conforms  to GAAP and does not
result in a violation of Section 6.6 or Section 6.7.

         SECTION 6.4 Guarantee.  Guarantee, directly or indirectly, or otherwise
become  contingently liable or obligated for, any indebtedness or obligations of
any other person or entity except for the  endorsement in the ordinary course of
business of negotiable instruments for deposit or collection.

         SECTION  6.5  ERISA  Liabilities.  Create  or  suffer  to  exist  ERISA
Liabilities  in an aggregate  amount for all Plans in excess of  $10,000,000.00;
provided,  however,  that this Section  shall not apply to normal  contributions
made to its Plans in the normal course of its business which  contributions  are
not delinquent.

         SECTION  6.6  Funded  Debt/EBITDA  Ratio.   Permit  Guarantor's  Funded
Debt/EBITDA  Ratio to exceed 2.75 to 1 at the end of any fiscal  quarter,  where
"Funded  Debt/EBITDA  Ratio" is defined  as the ratio of Funded  Debt to EBITDA.
"Funded Debt" is defined as the sum of Borrower's  outstanding  current portions
of its long-term debt,  noncurrent  portions of its long-term  debt,  letters of
credit,  surety bonds,  Guarantees  and Capital Lease  Obligations.  "EBITDA" is
defined as the sum of Borrower's net earnings,  interest expense,  tax expenses,
depreciation  expense and amortization of intangibles expense for the prior four
quarters, all as reported by Guarantor in its financial statements. With respect
to Funded  Debt,  if a new  equity  offering  occurs  and funds  from the equity
offering are used to repay the current portion of long-term debt ("CPLTD"),  the
CPLTD from the prior  relevant  period  shall be restated to reduce CPLTD by the
like amount that was repaid by the proceeds from the equity offering.
                                      -37-
<PAGE>
         SECTION  6.7 Debt  Service  Coverage  Ratio.  Permit  Guarantor's  Debt
Service  Coverage  Ratio  to be less  than  1.25  to 1 at the end of any  fiscal
quarter,  calculated  on a rolling four (4) quarter  basis,  where "Debt Service
Coverage  Ratio" is  defined  as the  ratio of (A) the sum of its net  earnings,
depreciation expense,  amortization of intangibles  expenses,  interest expense,
operating  lease  expense  and net change in deferred  taxes,  to (B) the sum of
current  portions of its  long-term  debt and  Capital  Lease  Obligations  plus
interest  expense  and  operating  lease  expense  in the prior  period,  all as
reported  by  Guarantor  in  its  financial  statements.  With  respect  to  the
denominator,  if a new equity offering occurs and funds from the equity offering
are used to repay the current  portion of long-term  debt  ("CPLTD"),  the CPLTD
from the prior  relevant  period  shall be restated to reduce  CPLTD by the like
amount that was repaid by the proceeds from the equity offering.
                                      -38-
<PAGE>
                                   ARTICLE VII

                                EVENTS OF DEFAULT

         SECTION 7.1 Events of Default.  In case of the  happening of any of the
following events (herein called "Events of Default"):

                           (a)  default  shall  be  made in the  payment  of any
         principal  of any  Loan,  when and as the  same  shall  become  due and
         payable,  whether at the due date thereof or by acceleration thereof or
         otherwise  which  shall not have been  cured  after  receipt of written
         notice  thereof from the  Administrative  Agent to the Borrower and the
         expiration of a period of three Business Days thereafter;

                           (b)  default  shall  be  made in the  payment  of any
         interest  on any Loan or any Fee,  indemnification  amount or any other
         amount due from the Borrower  under the Loan  Documents  (other than an
         amount referred to in (a) above), when and as the same shall become due
         and payable  which  shall not have been cured after  receipt of written
         notice  thereof from the  Administrative  Agent to the Borrower and the
         expiration of a period of three Business Days thereafter;

                           (c) any material  representation  or warranty made or
         deemed made by the Borrower in connection with the Loan Documents or in
         any report,  certificate or other instrument  furnished by the Borrower
         pursuant to the Loan Documents or with the Borrowings  hereunder  shall
         prove to have been false or  misleading  in any  material  respect when
         made or  delivered  or when  deemed made in  accordance  with the terms
         hereof;  provided that if any such breach of representation or warranty
         has been  subsequently  remedied  (such that if made or given as of the
         date of remedy  it is no longer  false or  misleading  in any  material
         respect) and such breach has caused no material  adverse  effect on the
         rights or interests of any Bank under this Agreement, such breach shall
         no longer constitute a Potential Default or Event of Default hereunder.

                           (d) the  Borrower,  the  Guarantor or any  Subsidiary
         shall  fail to make  when  due any  payment  (of  whatever  amount)  on
         Indebtedness  aggregating  in excess of  $7,500,000.00  (whether due by
         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  relating to
         such  Indebtedness,  or any failure by the Borrower or the Guarantor to
         perform any covenant or agreement on its part to be performed under any
         agreement  or  instrument   evidencing  or  security  relating  to  any
         Indebtedness in excess of $7,500,000.00  may result in the acceleration
         of the maturity of a portion of such Indebtedness;

                           (e) the Borrower or the  Guarantor  or Swift  Leasing
         shall (i)  voluntarily  commence  any  proceeding  or file any petition
         seeking  relief  under Title 11
                                      -39-
<PAGE>
         of the  United  States  Code or any  other  Federal,  state or  foreign
         bankruptcy,  insolvency or similar law, (ii) consent to the institution
         of, or fail to controvert in a timely and appropriate  manner, any such
         proceeding  or the  filing  of any such  petition,  (iii)  apply for or
         consent  to  the  appointment  of  a  receiver,   trustee,   custodian,
         sequestrator  or  similar  official  for  such  corporation  or  for  a
         substantial  part of its  property,  (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,
         (vi) become unable, admit in writing its inability or fail generally to
         pay its debts as they become due,  or (vii) take  corporate  action for
         the purpose of effecting any of the foregoing;

                           (f) an involuntary  proceeding  shall be commenced or
         an  involuntary  petition  shall  be  filed  in a  court  of  competent
         jurisdiction  seeking  (i)  relief in respect  of the  Borrower  or the
         Guarantor or Swift Leasing or of a substantial  part of the property of
         any of them  under  Title 11 of the  United  States  Code or any  other
         Federal,  state or foreign bankruptcy,  insolvency or similar law, (ii)
         the  appointment of a receiver,  trustee,  custodian,  sequestrator  or
         similar  official for the Borrower or the Guarantor or Swift Leasing or
         for a  substantial  part of the  property of any of them,  or (iii) the
         winding-up  or  liquidation  of the Borrower or the  Guarantor or Swift
         Leasing; and such proceeding or petition shall continue undismissed for
         60  days  or an  order  or  decree  approving  or  ordering  any of the
         foregoing shall be entered;

                           (g) either of (A) the  occurrence  of any one or more
         Reportable  Events or (B) a failure to make a "required  payment" under
         the  provisions  of Section  412(n)(1) of the Code shall have  occurred
         with respect to any Plan or Plans and the  occurrence  of either (A) or
         (B) above shall have  resulted in any of (1)  liability of the Borrower
         to the PBGC or to one or more Plans in an  aggregate  amount  exceeding
         $10,000,000.00 (excluding normal contributions made to the Plans in the
         normal course of its business, which contributions are not delinquent),
         (2) the  termination of the  respective  Plan or Plans by the PBGC, (3)
         the  appointment by the  appropriate  United States District Court of a
         trustee to administer  such Plan or Plans, or (4) for the imposition of
         a Lien in favor of such Plan or Plans;

                           (h) any  material  provision  of the  Loan  Documents
         ceases to be valid and binding on or  enforceable  against the Borrower
         or the Guarantor;

                           (i) there shall have occurred a Change in Control;

                           (j) the  liquidation,  termination  or dissolution of
         Borrower or any such endorser or Guarantor or Swift Leasing; or

                           (k) the occurrence of any Material  Adverse Change in
         the financial  condition of Borrower,  any endorser of the Notes or the
         Guarantor or Swift Leasing.
                                      -40-
<PAGE>
         SECTION 7.2 Remedies.  Upon the occurrence of any Event of Default, and
at any time thereafter during the continuance of such event, the  Administrative
Agent, shall, at the sole option of the Required Banks and if so directed by the
Required Banks,  by written or telecopy  notice to the Borrower,  take either or
both of the following actions at the same or different times:

                           (i) terminate forthwith any or all Commitments of the
         Banks,

                           (ii)  declare any or all of the Loans to be forthwith
         due and payable,  whereupon the principal of such Loans,  together with
         accrued  interest  thereon  and any unpaid  accrued  Fees and all other
         liabilities  of the  Borrower  accrued  hereunder  and under the Notes,
         shall become  forthwith due and payable  together with interest thereon
         as provided in Section 2.9, without presentment, demand, protest or any
         other notice of any kind, all of which are hereby  expressly  waived by
         the Borrower,  anything contained herein or in any Note to the contrary
         notwithstanding, and

                           (iii) require that the Borrower deposit cash with the
         Administrative Agent in an amount equal to the Letter of Credit Balance
         as  collateral  (under its sole dominion and control) for the repayment
         of drawings under outstanding Letters of Credit;

provided,  however,  that in the  case  of an  Event  of  Default  specified  in
paragraph  (g) or (h)  above  involving  the  Borrower,  without  notice  to the
Borrower  or any  other  act by  the  Administrative  Agent  or the  Banks,  the
Commitments shall  automatically  terminate and all Loans together with all such
interest,  Fees and other amounts, shall become immediately due and payable, all
without  presentment,  demand,  protest or any other notice of any kind,  all of
which are hereby expressly waived by the Borrower,  anything contained herein or
in any Note to the contrary notwithstanding.

         SECTION 7.3 Occurrence and  Declaration of an Event of Default.  If the
Administrative  Agent obtains actual  knowledge of the occurrence of an Event of
Default,  the  Administrative  Agent shall,  within  three (3) Business  Days of
obtaining of such  knowledge,  give written notice of such occurrence to each of
the Banks. In addition,  if any Bank obtains actual  knowledge of the occurrence
of an Event of  Default,  that Bank shall,  within  three (3)  Business  Days of
obtaining  such  knowledge,  give  written  notice  of  such  occurrence  to the
Administrative  Agent and the Administrative  Agent shall give written notice of
such occurrence to each of the Banks.
                                      -41-
<PAGE>
                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

         SECTION  8.1  Appointment.   In  order  to  expedite  the  transactions
contemplated  by this Agreement,  Wells Fargo Bank, N.A. is hereby  appointed to
act as Administrative  Agent on behalf of the Banks. Each of the Banks, and each
subsequent  holder of any Note by its  acceptance  thereof,  hereby  irrevocably
authorizes  the  Administrative  Agent to take such actions on its behalf and to
exercise such powers as are specifically  delegated to the Administrative  Agent
by the terms and  provisions  hereof and of the other Loan  Documents,  together
with  such  actions  and  powers  as  are  reasonably  incidental  thereto.  The
Administrative Agent is hereby expressly authorized by the Banks, without hereby
limiting  any  implied  authority,  (a) to  receive  on  behalf of the Banks all
payments of principal of and interest on the Loans and all other  amounts due to
the Banks hereunder, and promptly to distribute to each Bank its proper share of
each payment so  received;  (b) to give notice on behalf of each of the Banks to
the Borrower of any Default or Event of Default  specified in this  Agreement of
which the Administrative  Agent has actual knowledge acquired in connection with
its agency hereunder;  and (c) to distribute to each Bank copies of all notices,
financial  statements and other materials  delivered by the Borrower pursuant to
this Agreement as received by the Administrative Agent.

         SECTION 8.2 Liability.  Neither the Administrative Agent nor any of its
directors,  officers, employees or agents shall be liable as such for any action
taken or omitted by any of them  except for its or his own gross  negligence  or
wilful   misconduct,   or  be  responsible   for  any  statement,   warranty  or
representation  herein or the contents of any document  delivered in  connection
herewith,  or be required to  ascertain  or to make any inquiry  concerning  the
performance  or  observance  by the  Borrower  of any of the terms,  conditions,
covenants or agreements contained in any Loan Document. The Administrative Agent
shall not be  responsible  to the Banks or the  holders of the Notes for the due
execution,  genuineness,  validity,  enforceability  or  effectiveness  of  this
Agreement,  the  Notes or any  other  Loan  Documents  or other  instruments  or
agreements. The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes  hereof until it shall have received from the
payee of such Note notice,  given as provided herein,  of the transfer  thereof.
The  Administrative  Agent shall in all cases be fully  protected in acting,  or
refraining from acting, in accordance with written instructions signed by either
the Required Banks (if the consent of only the Required Banks is required by the
provisions of this  Agreement with respect to an issue) or all the Banks (if the
consent of all the Banks is required by the  provisions of this  Agreement  with
respect to an issue),  as  applicable,  and,  except as  otherwise  specifically
provided herein,  such  instructions and any action or inaction pursuant thereto
shall be binding on all the Banks and each  subsequent  holder of any Note.  The
Administrative  Agent shall,  in the absence of knowledge  to the  contrary,  be
entitled to rely on any  instrument or document  believed by it in good faith to
be genuine and  correct and to have been signed or sent by the proper  Person or
Persons.  Neither the Administrative  Agent nor any of its directors,  officers,
employees or agents shall have any  responsibility to the Borrower on account of
the  failure  of or delay in  performance  or  breach  by any Bank of any of its
obligations  hereunder  or to any Bank on account of the  failure of or delay in
performance  or  breach  by any  other  Bank  or the  Borrower  of any of  their
respective obligations hereunder or under any other Loan Document or
                                      -42-
<PAGE>
in connection  herewith or therewith.  The Administrative  Agent may execute any
and all duties hereunder by or through agents or employees and shall be entitled
to rely upon the  advice of legal  counsel  selected  by it with  respect to all
matters  arising  hereunder  and  shall not be liable  for any  action  taken or
suffered in good faith by it in accordance with the advice of such counsel.

         SECTION 8.3 Action by Administrative Agent.
                     -------------------------------

                  (a) The Banks hereby acknowledge that the Administrative Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement  unless it shall be requested in
writing to do so by the Required Banks.

                  (b) Except as hereinafter  provided,  the Administrative Agent
may, with the consent of the Required Banks, (i) agree to the modification of or
waiver of any of the terms of any of the Loan Documents,  or (ii) consent to any
act or  omission  by the  Borrower,  or (iii)  exercise  any  rights  which  the
Administrative Agent may have with respect to the Loans, the Notes or any of the
other Loan  Documents.  Unless in each case  consented  to in writing by all the
Banks,  the  Administrative  Agent,   however,   shall  not  (i)  agree  to  the
modification or waiver of any of the terms of any of the Loan Documents, or (ii)
consent to any act or omission by the  Borrower,  or (iii)  exercise  any rights
which the Administrative Agent may have with respect to the Loans, the Notes, or
any of the other Loan Documents,  if any such agreement,  modification,  waiver,
consent or exercise would:

                           (i) change or modify the interest  rate and repayment
         provisions set forth in the Loan Documents;

                           (ii) increase the Maximum Commitment;

                           (iii) extend the Maturity Date;

                           (iv)  postpone  any date for  payment or forgive  the
         payment of  principal  of, or interest  on, the Loans or the payment of
         any other sum due under the Loan Documents;

                           (v) change or modify the Fees,  other than the Agency
         Fee, or the payment of such Fees;

                           (vi) release the Guarantor; or

                           (vii) amend or modify the provisions of Section 2.13,
         2.14,  2.16,  2.19,  9.5,  9.6,  9.8(b)  or this  Section  8.3(b),  the
         definition of "Required Banks," or Section 6.6 or Section 6.7.

                  (c) Upon receipt of a Borrowing Notice from the Borrower,  the
Administrative  Agent  shall  provide  to each  Bank a  telecopy  notice of such
Borrowing (or telephone  notice promptly
                                      -43-
<PAGE>
confirmed by telecopy) (i) in the case of a LIBOR Borrowing, not later than 9:30
a.m.,  Arizona time, three Business Days before a proposed LIBOR Borrowing,  and
(b) in the case of a Base Rate  Borrowing,  not later  than 9:30  a.m.,  Arizona
time, on the Business Day of a proposed Base Rate Borrowing.

                  (d) The Administrative Agent agrees to distribute to each Bank
by 4:00 p.m.,  Arizona time, its pro rata share of each payment or prepayment of
principal of any Loan,  each payment of interest on the Loans,  and each payment
of the  Commitment Fee and Facility Fee that is received from the Borrower prior
to 12:00  noon,  Arizona  time.  Any such  payments  received  after 12:00 noon,
Arizona  time,  on any Business  Day shall be made  available to the Banks on or
before 4:00 p.m., Arizona time, on the immediately following Business Day.

                  (e) The Administrative  Agent agrees to distribute promptly to
each  Bank  a copy  of all  Information  received  from  the  Borrower  and  all
amendments and modifications of the Loan Documents.

                  (f) The Administrative  Agent agrees to distribute or cause to
be  distributed  no later than thirty  (30) days after the Closing  Date to each
Bank a copy of the Loan Documents.

         SECTION 8.4 Resignation.  The Administrative Agent may not, without the
consent of the Borrower,  resign at any time.  Upon receiving such consent,  and
subject to giving 30 days' prior written notice to the Banks, the Administrative
Agent may resign as Administrative  Agent hereunder.  Upon any such resignation,
the Required Banks, with the consent of the Borrower (which consent shall not be
unreasonably  withheld),  shall  have the  right  to  appoint  from the  Banks a
successor.  If no successor  shall have been so appointed by the Required  Banks
and shall have accepted such appointment within 30 days after the Administrative
Agent gives notice of its  resignation,  then the  Administrative  Agent may, on
behalf of the Banks,  appoint a successor  Administrative Agent which shall be a
bank with an office in Phoenix,  Arizona,  having a combined capital and surplus
of at least $50,000,000.00 or an Affiliate of any such bank. Upon the acceptance
of any appointment as  Administrative  Agent hereunder by a successor bank, such
successor  shall  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Administrative  Agent and such  retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder.   After  the  Administrative  Agent's  resignation   hereunder,   the
provisions  of this  Article and  Section  9.5 shall  continue in effect for its
benefit in respect  of any  actions  taken or omitted to be taken by it while it
was acting as an Administrative Agent.

         SECTION  8.5  Agent as  Bank.  With  respect  to the  Loans  made by it
hereunder and the Notes issued to it, the Administrative Agent in its individual
capacity  and not as an  Administrative  Agent  shall  have the same  rights and
powers as any  other  Bank and may  exercise  the same as though it were not the
Administrative Agent, and 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 other Affiliate  thereof as if it were not the
Administrative Agent.
                                      -44-
<PAGE>
         SECTION 8.6 Ownership and Possession of Loan Documents. Each Bank shall
own an undivided  interest in the Borrowings and the Loan Documents equal to its
pro rata Commitment from time to time. The  Administrative  Agent shall hold the
Loan  Documents  in its  possession,  as  agent,  at  its  office  at  100  West
Washington,   Phoenix,   Arizona  85003,  or  at  such  other  location  as  the
Administrative  Agent shall designate in writing to the Banks,  for the pro rata
benefit  of itself as one of the  Banks and each of the other  Banks;  provided,
however,  that the  Administrative  Agent shall deliver to each Bank an original
promissory note executed by the Borrower and evidencing such Bank's  Commitment.
The Administrative Agent shall keep and maintain complete and accurate files and
records of all matters  pertaining  to the  Borrowings.  Upon  reasonable  prior
notice to the  Administrative  Agent by a Bank,  the files and records  shall be
made  available to such Bank and its respective  representatives  and agents for
inspection and copying during normal business hours.

         SECTION  8.7  Indemnification.  Each Bank agrees (i) to  reimburse  the
Administrative  Agent, on demand,  in the amount of its pro rata share (based on
its Commitment  hereunder) of any expenses incurred for the benefit of the Banks
by the Administrative  Agent,  including counsel fees and compensation of agents
and employees paid for services rendered on behalf of the Banks, which shall not
have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the
Administrative Agent and any of its directors, officers, employees or agents, on
demand,  in the  amount of such pro rata  share,  from and  against  any and all
liabilities, taxes, obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses or disbursements of any kind or nature whatsoever which
may be imposed on,  incurred by or  asserted  against it in its  capacity as the
Administrative  Agent or any of them in any way  relating  to or arising  out of
this  Agreement or any other Loan  Document or any action taken or omitted by it
or any of them under this  Agreement or any other Loan  Document,  to the extent
the same shall not have been reimbursed by the Borrower; provided that no Person
shall be liable to the Administrative Agent for any portion of such liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  resulting  from  the  gross  negligence  or  wilful
misconduct  of the  Administrative  Agent  or any  of its  directors,  officers,
employees or agents.

         SECTION 8.8 Independent Credit Analysis. Each Bank acknowledges that it
has,  independently  and without reliance upon the  Administrative  Agent or any
other  Bank  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 Bank also acknowledges that it will,  independently and without
reliance  upon the  Administrative  Agent or any  other  Bank and  based on such
documents  and  information  as it shall  from  time to time  deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this  Agreement or any other Loan  Document,  any related  agreement or any
document furnished hereunder or thereunder.

         SECTION 8.9 Process for Obtaining Approval of the Banks.
                     --------------------------------------------

                  (a) With  respect  to  obtaining  the  consent,  approval,  or
determination of all of the Banks or of the Required Banks,  the  Administrative
Agent or any Bank may request  that the Banks make a  determination  pursuant to
this Agreement.  In the case of a request by any such Bank, the request shall be
made through the Administrative Agent and the Administrative Agent shall request
                                      -45-
<PAGE>
a  determination  of  the  Banks  in  accordance  with  this  Section  8.9.  All
communications from the Administrative  Agent to the Banks requesting the Banks'
determination, consent, approval, disapproval and/or joinder shall:

                           (i) Be given in the form of a written  notice to each
         of the Banks;

                           (ii) Be accompanied by a description of the matter or
         thing as to which such determination, approval, consent, disapproval or
         joinder is  requested,  and shall  advise  each of the Banks where such
         matter  or  thing  may be  inspected,  or  shall  otherwise  adequately
         describe the matter or issue to be resolved;

                           (iii) Include,  to the extent not previously provided
         to the Banks, all written materials (to the extent necessary to make an
         informed  decision) and a description of all oral  information  (to the
         extent  necessary  to  make  an  informed  decision)  provided  to  the
         Administrative  Agent in respect of the matter or issue to be resolved;
         and

                           (iv)    Include    such   other    information    and
         recommendations  as  the  Administrative   Agent  may  reasonably  deem
         appropriate.

                  (b) Subject to  Paragraph  (c) of this  Section 8.9, the Banks
shall reply within seven (7) calendar days after such written notice is given by
the Administrative  Agent;  provided,  however, that if the Administrative Agent
notifies the Banks that, pursuant to the Loan Documents, the matter with respect
to which such consent, approval,  disapproval or joinder is sought requires that
the  Administrative  Agent respond within a certain time period and/or  provides
that if a response is not given  within a certain  time period such  approval or
consent shall be deemed  given,  the Banks shall reply by the earlier of (i) two
(2)  Business  Days  before  such time  period  expires  (as  designated  by the
Administrative  Agent) or (ii) three (3) Business Days after such written notice
is given by the Administrative Agent.

                  (c)  With  respect  to each  Bank,  unless a Bank  shall  give
written  notice to the  Administrative  Agent that such Bank does  consent to or
approve any matter as to which such Bank's  consent or approval is sought within
the applicable time frame,  such Bank shall be deemed to have disapproved of and
not consented to such recommendation or determination.

         SECTION 8.10  Communications to the Banks. All communications  from the
Borrower to the Banks relating to the Loan Documents and the Borrowings shall be
sent by or through the Administrative Agent.

         SECTION 8.11 Relationship with the Borrower. Consistent with the agency
established  hereunder,  the Banks acknowledge and agree that the Administrative
Agent,  in  accordance  with its  respective  rights and  duties  under the Loan
Documents,   shall  have  the  sole  and   exclusive   authority   to  bind  the
Administrative  Agent and the Banks with respect to matters relating to the Loan
Documents.  To the extent that any matter has been  approved by all of the Banks
or by the Required
                                      -46-
<PAGE>
Banks in accordance  with the provisions of this Agreement,  the  Administrative
Agent  is  authorized  to  execute  such   documents  and   instruments  as  the
Administrative Agent may deem prudent to evidence and confirm such approval.

         SECTION 8.12  Payments to or by the Banks.
                       ----------------------------

                  (a) The Banks  shall be  entitled to interest on the amount of
Borrowings  held by each  Bank  for the  period  of  time  such  Borrowings  are
outstanding  at the rates set forth in this  Agreement,  to the extent that such
payments are  actually  received  from the  Borrower.  If permitted  pursuant to
Section 2.9 of this Agreement, the Administrative Agent shall charge and collect
interest at the Default Rate unless the Required Banks otherwise agree.

                  (b) Other Fees to the extent  applicable  shall be paid to the
Banks in accordance with Section 2.6.

                  (c) Amounts paid by the Borrower  pursuant to any provision of
the Loan Documents providing for payment,  compensation, or reimbursement to one
or more,  but not  necessarily  all, of the Banks,  shall be paid to the Bank or
Banks incurring such expenses or otherwise entitled to compensation under any of
those provisions, with each Bank entitled to receive any payment, reimbursement,
or  compensation  pursuant  to any of such  Sections or other  provisions  being
obligated to provide to the Administrative  Agent and the Borrower a certificate
setting forth in  reasonable  detail the basis for the amount of any request for
compensation,  payment or  reimbursement  under any of those  Sections  or other
provisions.

                  (d)  Regular  monthly  payments  of  interest  and  any  other
payments to the Administrative Agent on behalf of the Banks (other than payments
to be applied to the outstanding principal amount of Borrowings,  which payments
will be applied as provided  in Section  8.13),  received by the  Administrative
Agent shall be made available to the Banks entitled  thereto in accordance  with
Section 8.3(d).

                  (e) If and to the  extent  any Bank  shall  not have  made any
payment  required  pursuant  to  Section  2.4,  such  Bank  agrees  to  pay  the
Administrative Agent,  forthwith on demand, such amount,  together with interest
thereon at the Federal  Funds  Rate,  for each day from such date until the date
such amount is paid to the  Administrative  Agent as provided in Section 2.4(c).
The failure of any Bank to make available to the Administrative Agent any amount
required  pursuant  to  Section  2.4 shall  not  relieve  any other  Bank of its
obligation  hereunder to make available as aforesaid such payment,  as specified
above,  nor shall any Bank be relieved of its  obligations to make such payments
for any other reason.

                  (f) Funds shall be transferred to the Banks in accordance with
the funds transfer  instructions  given to the  Administrative  Agent and by the
Administrative  Agent to the  Banks  from  time to time on or  before  the times
specified in Section 8.3(d).
                                      -47-
<PAGE>
                  (g) If and to the extent the  Administrative  Agent  shall not
have made any  payment  required  pursuant  to  Section  8.3(d)  to a Bank,  the
Administrative  Agent agrees to pay such Bank forthwith on demand,  such amount,
together with interest thereon at the Federal Funds Rate, for each day from such
date until the date such amount is paid pursuant to Section 8.3(d).

         SECTION 8.13 Application of Payments.  All monies collected or received
by the  Administrative  Agent on account of the Loans or in respect of  security
for the Loans,  directly or indirectly,  shall be applied in the following order
of  priority,  except to the  extent  otherwise  required  by Article II of this
Agreement, in which case the provisions of Article II shall control:

                  (a) To  the  payment  of all  costs  and  expenses  due to the
Administrative Agent and/or the Banks pursuant to the Loan Documents,  including
costs incurred in collection of such monies, including,  without limitation, the
payment to the Banks of the amounts described in Section 8.12(d);

                  (b) To outstanding  interest on the Loans,  which amount shall
be allocated between the Banks in accordance with the actual principal amount of
Loans held by each Bank  throughout  the period in question as determined by the
Administrative  Agent  on a daily  basis;  provided,  however,  that if  amounts
received by the Administrative  Agent are not sufficient to pay in full all such
outstanding  interest on the Loans,  such amount  shall be  allocated  among the
Banks pro rata in  accordance  with the amount of Loans held by each Bank during
the period in question; and

                  (c) To the  payment of  principal  on the Loans in  accordance
with the principal amount of Loans held by each Bank.

         SECTION 8.14  Defaulting Banks.
                       -----------------

                  (a) If for any reason any of the Banks shall fail or refuse to
abide by its obligations  under the Loan Documents  (each a "Defaulting  Bank"),
then,  in  addition  to the rights and  remedies  that may be  available  to the
Administrative  Agent and the other  Banks at law and in equity,  but subject to
the notice and cure periods  hereinafter set forth, such Defaulting Bank's right
to  participate  in the  administration  of the  Loans  and the Loan  Documents,
including without  limitation,  any rights to consent to or direct any action or
inaction  of the  Administrative  Agent,  all of the Banks,  or to be taken into
account in the  calculation  of the Required Banks (other than the right to vote
with respect to a decision as to its Loans to extend the Maturity  Date thereof,
or to amend the interest rate and repayment provisions thereof or to modify such
Bank's  Commitment),  shall be suspended  during the pendency of such failure or
refusal.  A Bank shall be deemed to be a Defaulting  Bank if (i) such Bank shall
have failed to pay to the  Administrative  Agent any amount due pursuant to this
Agreement   within  five  (5)  Business  Days  after   written   notice  by  the
Administrative  Agent to such Bank stating such payment is due from such Bank to
the Administrative Agent; (ii) such Bank shall have failed to perform any of its
other  obligations  under this  Agreement or the Loan  Documents in any material
respect. and such failure shall not have been cured within 30 days after written
notice  by the  Administrative  Agent to such Bank of such  failure,  or if such
failure cannot reasonably be cured within such 30 day period, within such longer
period of time as may be necessary to complete such
                                      -48-
<PAGE>
cure,  so long as such Bank  commences  such cure within such 30-day  period and
thereafter  diligently  pursues such cure to completion within not more than 120
days after such written notice; or (iii) such Bank shall institute or be subject
to any bankruptcy, insolvency,  receivership,  conservatorship,  reorganization,
liquidation  or  similar  proceedings  under  state or  federal  law;  provided,
however, in the case of a failure described in clause (i) or clause (ii) of this
sentence,  if within the 5-Business Day period described in clause (i) or the 30
day period described in clause (ii), as applicable, the Bank in question in good
faith  disputes such default  asserting  that such default has not occurred (and
provided that such Bank has satisfied  its funding  obligations  pursuant to the
provisions  of Section  2.4),  such Bank shall not be deemed to be a  Defaulting
Bank until such Bank is found to be in default  pursuant to a final  judicial or
arbitration  determination  and such Bank does not  thereafter  take the  action
necessary to cure the default  within 10 Business Days following the date of the
final determination.

                  (b) With  respect to each  Defaulting  Bank,  any Current Bank
shall,  in addition to any other rights or remedies  available at law or equity,
be entitled, in the case of the failure of a Defaulting Bank to pay its pro rata
share (the "Defaulting Bank's Share") in a Loan made pursuant to Section 2.4, to
pay to the Administrative Agent the Defaulting Bank's Share (pro rata if made by
more than one Current  Bank,  based on the pro rata shares of the Current  Banks
making the  payment).  If one or more of the Current  Banks pays the  Defaulting
Banks'  Share,  in addition to any other  rights and  remedies  available to the
Banks,  each  Current  Bank  making  such  payment may elect to do either of the
following with respect to the payment made by such Current Bank:

                           (i) Notify the Administrative Agent to adjust the pro
         rata shares of the Defaulting  Bank and the Current Bank making payment
         of the Defaulting Bank's Share,  allocating the Defaulting Bank's Share
         to the Current Bank as of the date the Loan was made; or

                           (ii) Receive all amounts  which the  Defaulting  Bank
         would otherwise be entitled to receive  pursuant to this Agreement with
         respect to the Defaulting  Bank's Share  (including  interest  accruing
         under the Loan  Documents on the Loan, to the extent of the  Defaulting
         Bank's  Share of such Loan),  pro rata  according to the portion of the
         Defaulting  Bank's Share paid by such Current Bank,  until such Current
         Bank has been repaid the full amount of the  Defaulting  Bank's  Share,
         together with accrued interest paid by the Borrower under the Agreement
         with respect thereto.

         SECTION 8.15 Purchase of Defaulting Bank's Interest After Default. If a
Bank  becomes a Defaulting  Bank under  Section  8.14,  each Bank which is not a
Defaulting Bank (a "Current Bank") shall have the right, but not the obligation,
in its sole  discretion  to acquire (or if more than one Current Bank  exercises
such right,  each such  Current  Bank shall have the right to acquire,  pro rata
according  to its pro rata  shares,  or in such  other  proportions  as they may
mutually  agree),  the interest in the  Commitment and the Loans of a Defaulting
Bank. Upon any such purchase,  the Defaulting  Bank's interest in the Commitment
and the Loans and its  rights  hereunder  as a Bank  (but not its  liability  in
respect  thereof  or under  the Loan  Documents  or this  Agreement  for  events
occurring prior to such purchase)  shall terminate at the date of purchase,  and
the Defaulting Bank shall promptly
                                      -49-
<PAGE>
execute all  documents  reasonably  requested  to surrender  and  transfer  such
interest including an Assignment and Acceptance  agreement and the canceled Note
shall be returned to the Borrower.  Current  Banks  exercising  purchase  rights
under this  Agreement  must, as a  precondition  to the exercise of such rights,
concurrently exercise their corresponding purchase rights under this Agreement.

         SECTION 8.16 Purchase Price and Payment for Defaulting Bank's Interest.
The  purchase  price  for the  interest  in the  Commitment  and the  Loans of a
Defaulting  Bank  shall be  equal to the  total  outstanding  Loans  owed by the
Borrower  to the  Defaulting  Bank as of the  date of such  purchase,  including
without  limitation any outstanding  interest  related thereto up to the date of
such  purchase,  together  with any  accrued  but  unpaid  Fees  payable  to the
Defaulting  Bank  through  such  date.  Payment  of the  purchase  price for the
Defaulting  Bank's interest in the Commitment and the Loans so acquired shall be
made on the date of such purchase.
                                      -50-
<PAGE>
                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1  Notices.  Notices and other  communications  provided  for
herein shall be in writing and shall be  delivered by hand or overnight  courier
service,  mailed or sent by  telecopy,  graphic  scanning  or other  telegraphic
communications equipment of the sending party, as follows:

                           (a) if to the  Borrower,  to it at  Post  Office  Box
         29243,  Phoenix,  Arizona  85038-9243,   Attention:  William  F.  Riley
         (Telecopy No. 602/907-7503,  Telephone No. 602/907-7406) and separately
         Attention: Stephen J. Lyding (Telecopy No. 602/907-7503,  Telephone No.
         602/907-7554).

                               with a copy to: Lane & Ehrlich, Ltd., 4001  North
         Third Street,  Phoenix,  Arizona  85012,  Attention:  Gerald F. Ehrlich
         (Telecopy No. 602/ 264-5006);

                           (b)  if to  the  Administrative  Agent,  to it at the
         following:

                                    (i)  as  to  Borrowing  Notices  and  as  to
                  payments,  201 Third Street, San Francisco,  California 94103,
                  Attention: Agency Department (Telecopy No. 415/512-9408); and

                                    (ii)   as   to   all   other   notices   and
                  communications,  100 West Washington,  Phoenix, Arizona 85003,
                  Attention:   Kathleen   P.  Sowa   #4101-251   (Telecopy   No.
                  602/229-4409);

                           (c) if to a Bank,  to it at its address (or  telecopy
         number) set forth in Schedule 2.1 or in the  Assignment  and Acceptance
         pursuant to which such Bank shall have become a party hereto.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telecopy or other telegraphic  communications equipment of the sender, or on the
date five  Business  Days after  dispatch by  certified  or  registered  mail if
mailed,  in each case  delivered,  sent or mailed  (properly  addressed) to such
party as provided in this  Section or in  accordance  with the latest  unrevoked
direction from such party given in accordance with this Section.

         SECTION  9.2  Survival  of  Agreement.   All   covenants,   agreements,
representations   and  warranties  made  by  the  Borrower  herein  and  in  the
certificates  or other  instruments  prepared or delivered in connection with or
pursuant to this  Agreement or any other Loan  Document  shall be  considered to
have been relied upon by the Banks and shall  survive the making by the Banks of
the Loans,  and the execution and delivery to the Banks of the Notes  evidencing
such Loans, regardless
                                      -51-
<PAGE>
of any investigation made by the Banks or on their behalf, and shall continue in
full force and effect until Termination has occurred.

         SECTION 9.3 Binding Effect.  This Agreement shall become effective when
it shall have been  executed by the  Borrower and the  Administrative  Agent and
when the  Administrative  Agent shall have received  copies  hereof which,  when
taken  together,  bear the  signatures  of each Bank,  and  thereafter  shall be
binding upon and inure to the benefit of the Borrower,  the Administrative Agent
and each Bank and their  respective  successors  and  assigns,  except  that the
Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior consent of all the Banks and the Administrative Agent.

         SECTION 9.4 Successors and Assigns.

                  (a) Whenever in this  Agreement  any of the parties  hereto is
referred  to,  such  reference  shall be deemed to include  the  successors  and
assigns of such party;  and all  covenants,  promises  and  agreements  by or on
behalf of the Borrower, the Administrative Agent or the Banks that are contained
in this  Agreement  shall  bind and  inure to the  benefit  of their  respective
successors and assigns.

                  (b) Each  Bank at its own  expense  may  assign to one or more
assignees all or a portion of its interests,  rights and obligations  under this
Agreement  (including all or a portion of its  Commitment,  and the Loans at the
time owing to it and the Notes held by it); provided,  however,  that (i) except
in the  case  of an  assignment  to a Bank  or an  Affiliate  of any  Bank,  the
Administrative  Agent and, so long as there is no Event of Default  outstanding,
the Borrower must give their prior  written  consent to such  assignment  (which
consent shall not be unreasonably withheld),  (ii) each such assignment shall be
of a constant, and not a varying,  percentage of all the assigning Bank's rights
and obligations under this Agreement,  (iii) except in the case of an assignment
to a Bank or an  Affiliate  of any Bank,  the  amount of the  Commitment  of the
assigning  Bank 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  $10,000,000.00  or such  lesser
amount if such amount is the entire  Commitment of the assigning  Bank, (iv) the
parties to each such assignment shall execute and deliver to the  Administrative
Agent an Assignment and  Acceptance,  together with the Note or Notes subject to
such  assignment  and,  except  in the  case  of an  assignment  to a Bank or an
Affiliate of any Bank, a processing  and  recordation  fee of $2,500  (which fee
shall not in any way be the  responsibility of the Borrower),  (v) the assignee,
if it  shall  not be a  Bank,  shall  deliver  to the  Administrative  Agent  an
Administrative  Details Reply Form and (vi) any increased costs by reason of any
such assignment will not be borne by the Borrower. Upon acceptance and recording
pursuant to paragraph (e) of this Section 9.4, from and after the effective date
specified in each  Assignment and  Acceptance,  which effective date shall be at
least  five  Business  Days  after  the  execution  thereof,  (A)  the  assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such Assignment and Acceptance, have all the rights and obligations of a Bank
under this Agreement and (B) the assigning Bank 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 or the remaining portion of an assigning Bank's rights
                                      -52-
<PAGE>
and obligations under this Agreement, such Bank shall cease to be a party hereto
(but shall continue to be entitled to the benefits of Sections 2.13,  2.15, 2.19
and 9.5, as well as to any Fees  accrued for its account  hereunder  and not yet
paid)).

                  (c) By executing and delivering an Assignment and  Acceptance,
the assigning  Bank  thereunder and the assignee  thereunder  shall be deemed to
confirm to and agree with each other and the other  parties  hereto as  follows:
(i) such assigning  Bank warrants that it is the legal and  beneficial  owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment and the outstanding  balances of its Loans, without giving effect
to assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning
Bank makes no  representation  or warranty  and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  this  Agreement,   or  the  execution,   legality,   validity,
enforceability,  genuineness,  sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document  furnished  pursuant hereto or
the financial  condition of the Borrower or any Subsidiary or the performance or
observance  by the Borrower or any  Subsidiary of any of its  obligations  under
this  Agreement,  any other Loan  Document or any other  instrument  or document
furnished pursuant hereto;  (iii) such assignee  represents and warrants that it
is legally  authorized to enter into such Assignment and  Acceptance;  (iv) such
assignee  confirms that it has received a copy of this Agreement,  together with
copies of the most recent financial statements delivered pursuant to Section 5.4
and such other  documents and  information as it has deemed  appropriate to make
its own  credit  analysis  and  decision  to  enter  into  such  Assignment  and
Acceptance;  (v) such assignee will  independently and without reliance upon the
Administrative  Agent,  such  assigning Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement;  (vi) such assignee appoints and authorizes the Administrative  Agent
to take such  action as agent on its behalf and to exercise  such  powers  under
this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably  incidental thereto;  and (vii) such
assignee  agrees  that it will  perform in  accordance  with their terms all the
obligations which by the terms of this Agreement are required to be performed by
it as a Bank.

                  (d) The  Administrative  Agent  shall  maintain  at one of its
offices in Phoenix,  Arizona, a copy of each Assignment and Acceptance delivered
to it and a  register  for the  recordation  of the names and  addresses  of the
Banks,  and the Commitment of, and principal  amount of the Loans owing to, each
Bank  pursuant  to the terms  hereof  from time to time  (the  "Register").  The
entries in the Register shall be conclusive in the absence of manifest error and
the Borrower, the Administrative Agent and the Banks may treat each Person whose
name  is  recorded  in the  Register  pursuant  to the  terms  hereof  as a Bank
hereunder for all purposes of this  Agreement.  The Register  shall be available
for  inspection  by the Borrower and any Bank, at any  reasonable  time and from
time to time upon reasonable prior notice.

                  (e)  Upon  its  receipt  of a duly  completed  Assignment  and
Acceptance  executed by an assigning Bank and an assignee together with the Note
or Notes  subject  to such  assignment,  an  Administrative  Details  Reply Form
completed in respect of the assignee  (unless the  assignee  shall
                                      -53-
<PAGE>
already be a Bank hereunder),  the processing and recordation fee referred to in
paragraph  (b) above and, if required,  the written  consent of the Borrower and
the Administrative Agent to such assignment,  the Administrative Agent shall (i)
accept such  Assignment and Acceptance,  (ii) record the  information  contained
therein in the Register and (iii) give prompt notice thereof to the Borrower and
the Banks.  Within five Business Days after receipt of notice, the Borrower,  at
its own  expense,  shall  execute and deliver to the  Administrative  Agent,  in
exchange for the surrendered  Note or Notes, a new Note or Notes to the order of
such  assigning Bank in a principal  amount equal to the  applicable  Commitment
retained by it. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate  principal amount of such surrendered Note or Notes; such
new Notes shall be dated the date of the  surrendered  Notes which they  replace
and shall  otherwise be in  substantially  the form of Exhibit C. Canceled Notes
shall be returned to the Borrower.

                  (f) Each Bank may without  the consent of the  Borrower or the
Administrative  Agent sell participations to one or more banks or other entities
in  all  or a  portion  of its  rights  and  obligations  under  this  Agreement
(including  all or a portion of its Commitment and the Loans owing to it and the
Notes held by it);  provided,  however,  that (i) such Bank's  obligations under
this  Agreement  shall  remain  unchanged,  (ii) such Bank shall  remain  solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participating banks or other entities shall be entitled to the benefit
of the cost protection  provisions  contained in Sections 2.13, 2.15 and 2.19 to
the same extent as if they were Banks (however no  participating  bank or entity
shall be entitled to claim a greater  amount than could have been claimed by the
Bank  from whom the  participation  was  acquired)  and (iv) the  Borrower,  the
Administrative  Agent and the other  Banks  shall  continue  to deal  solely and
directly  with such Bank in connection  with such Bank's rights and  obligations
under this  Agreement,  and such Bank shall retain the sole right to enforce the
obligations of the Borrower  relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement. No entity acquiring a
participation   pursuant  to  this   paragraph  (f)  shall  by  virtue  of  such
participation have any direct voting rights under this Agreement.

                  (g) Any  Bank or  participant  may,  in  connection  with  any
assignment or participation or proposed assignment or participation  pursuant to
this Section 9.4,  disclose to the assignee or participant or proposed  assignee
or participant any information  relating to the Borrower  furnished to such Bank
by or on behalf of the Borrower;  provided that, prior to any such disclosure of
such  information,  each such assignee or  participant  or proposed  assignee or
participant  shall  execute an agreement  whereby such  assignee or  participant
shall agree to preserve the confidentiality of such information on terms no less
restrictive than those applicable to Banks pursuant to Section 9.17.

                  (h) Any Bank may at any time  assign all or any portion of its
rights  under this  Agreement  and the Notes  issued to it to a Federal  Reserve
Bank;  provided  that no such  assignment  shall  release a Bank from any of its
obligations hereunder.

                  (i) The  Borrower  shall  not  assign or  delegate  any of its
rights or duties hereunder without the prior written consent of the Banks.
                                      -54-
<PAGE>
         SECTION 9.5 Expenses; Indemnity.
                     --------------------

                  (a) The  Borrower  agrees  to pay all  out-of-pocket  expenses
reasonably incurred by the Administrative  Agent and any Bank in connection with
the  preparation of this Agreement and the other Loan Documents or in connection
with any  amendments,  modifications  or  waivers  of the  provisions  hereof or
thereof  (whether  or  not  the  transactions   hereby   contemplated  shall  be
consummated) or reasonably incurred by the Administrative  Agent and any Bank in
connection with the enforcement or protection of their rights in connection with
this Agreement and the other Loan Documents or in connection with the Loans made
or the Notes issued hereunder, including without limitation the reasonable fees,
charges and  disbursements of the counsel for the  Administrative  Agent and any
Bank, and, in connection with any such enforcement or protection, the reasonable
fees, charges and disbursements of counsel for the Administrative  Agent and any
Bank.  The Borrower  further agrees that it shall  indemnify the  Administrative
Agent and any Bank from and hold them harmless  against any  documentary  taxes,
assessments  or  charges  made by any  Governmental  Authority  by reason of the
execution and delivery of this Agreement or any of the other Loan Documents.

                  (b) The Borrower agrees to indemnify the Administrative Agent,
each  Bank  and  each  of  their  respective  affiliates,  directors,  officers,
employees  and agents (each such person being called an  "Indemnitee")  against,
and to hold each Indemnitee harmless from, any and all losses, claims,  damages,
liabilities  and  related  expenses,  including  without  limitation  reasonable
counsel fees,  charges and  disbursements,  incurred by or asserted  against any
Indemnitee  arising out of, in any way connected with, or as a result of (i) the
execution  or  delivery  of this  Agreement  or any other Loan  Document  or any
agreement or instrument  contemplated  thereby,  the  performance by the parties
thereto of their  respective  obligations  thereunder or the consummation of the
transactions  contemplated  thereby,  (ii) the use of the  proceeds of the Loans
pursuant  to the  request  of the  Borrower  or  (iii)  any  claim,  litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

                  (c) The provisions of this Section shall remain  operative and
in full  force  and  effect  regardless  of the  expiration  of the term of this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this  Agreement or any other Loan  Document,  or any  investigation
made by or on behalf of the  Administrative  Agent and any Bank. All amounts due
under this Section shall be payable on written demand therefor.

         SECTION 9.6 Right of Setoff. Subject to the provisions of Section 2.17,
if an Event of Default shall have occurred and be continuing  and any Bank shall
have requested the Administrative Agent to declare the Loans immediately due and
payable pursuant to Article VII, each Bank is hereby  authorized at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held
                                      -55-
<PAGE>
and other  indebtedness  at any time  owing by such Bank to or for the credit or
the  account  of the  Borrower  against  any of and all the  obligations  of the
Borrower  now or  hereafter  existing  under this  Agreement  and any other Loan
Documents held by such Bank, irrespective of whether or not such Bank shall have
made any demand under this  Agreement  or such other Loan  Document and although
such obligations may be unmatured;  provided that such right of setoff shall not
apply  to  amounts  which  may be  held in (i)  trust  accounts  or  (ii)  asset
management  accounts,  including without  limitation  brokerage  accounts,  cash
management  accounts  or other  money  management  or  investment  accounts of a
non-depository  nature with any Bank. The rights of each Bank under this Section
are in addition to other rights and remedies  (including other rights of setoff)
which such Bank may have.

         SECTION 9.7 Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF
ARIZONA  APPLICABLE TO CONTRACTS  MADE AND TO BE ENFORCED  ENTIRELY  WITHIN THAT
STATE.

         SECTION 9.8 Waivers; Amendment.
                     -------------------

                  (a) No failure or delay of a party  hereto in  exercising  any
power or right hereunder 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 a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties  hereunder  and under the other Loan  Documents  are
cumulative  and are not  exclusive  of any rights or  remedies  which they would
otherwise  have. No waiver of any provision of this  Agreement or any other Loan
Document or consent to any departure by a party  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.  No notice or demand on a party in any case
shall entitle that party to any other or further  notice or demand in similar or
other circumstances.

                  (b) Neither this  Agreement  nor any  provision  hereof may be
waived,  amended or modified  except  pursuant to an agreement or  agreements in
writing entered into by the Borrower and the Required Banks; provided,  however,
that any such  agreement  shall have been  consented  to by all the Banks to the
extent required  pursuant to the provisions of Section 8.3(b);  provided further
that no such  agreement  shall amend,  modify or otherwise  affect the rights or
duties of the  Administrative  Agent hereunder without the prior written consent
of the Administrative  Agent. Each Bank and each holder of a Note shall be bound
by any waiver,  amendment or modification  authorized by this Section regardless
of whether its Note shall have been marked to make  reference  thereto,  and any
consent by any Bank or holder of a Note  pursuant to this Section shall bind any
Person  subsequently  acquiring  a Note from it,  whether or not such Note shall
have been so marked.

         SECTION 9.9 Interest Rate Limitation.  Notwithstanding  anything herein
or in the Notes to the contrary,  if at any time the  applicable  interest rate,
together  with all  fees  and  charges  which  are  treated  as  interest  under
applicable law (collectively,  the "Charges"),  as provided for herein or in any
other document  executed in connection  herewith,  or otherwise  contracted for,
charged,  received,
                                      -56-
<PAGE>
taken or  reserved  by any Bank,  shall  exceed  the  maximum  lawful  rate (the
"Maximum  Rate")  which may be  contracted  for,  charged,  taken,  received  or
reserved by such Bank in accordance  with  applicable  law, the rate of interest
payable under the Notes held by such Bank,  together with all Charges payable to
such Bank,  shall be limited to the Maximum Rate.  Borrower hereby agrees to the
payment of interest with respect to the Loans and Borrowings  under the Loans at
the respective  applicable rates determined pursuant to this Agreement,  in each
case as  increased  by any rate of  interest  resulting  from any charges in the
nature of  interest  paid or payable  in  connection  with the Loans,  the Notes
and/or this Agreement.

         SECTION  9.10  Entire  Agreement.  This  Agreement  and the other  Loan
Documents  constitute the entire  contract  between the parties  relating to the
subject  matter  hereof.  Any previous  agreement  among any of the parties with
respect to the subject  matter hereof is  superseded  by this  Agreement and the
other Loan Documents.  Nothing in this Agreement or in the other Loan Documents,
expressed  or  implied,  is  intended  to confer  upon any party  other than the
parties  hereto and thereto any rights,  remedies,  obligations  or  liabilities
under or by reason of this Agreement or the other Loan Documents.

         SECTION  9.11  Severability.  In  the  event  any  one or  more  of the
provisions  contained in this Agreement or in any other Loan Document  should be
held invalid,  illegal or unenforceable in any respect,  the validity,  legality
and  enforceability  of the remaining  provisions  contained  herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in  good-faith  negotiations  to replace the invalid,  illegal or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         SECTION 9.12  Counterparts and Signature  Pages.  This Agreement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract. Delivery
of an executed  counterpart  of a signature  page to this Agreement by facsimile
transmission  shall be effective as delivery of a manually executed  counterpart
of this  Agreement.  All parties hereto  authorize the  Administrative  Agent to
gather and attach manually executed  counterpart  signature pages to counterpart
copies of this Agreement in order to constitute one or more counterparts bearing
evidence of manual execution by all parties.

         SECTION 9.13  Headings.  Article and Section  headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and are not to  affect  the  construction  of,  or to be  taken  into
consideration in interpreting, this Agreement.

         SECTION 9.14  Arbitration.
                       ------------

                  (a)  Arbitration.  Upon the demand of any party,  any  Dispute
shall be resolved by binding  arbitration  (except as set forth in (e) below) in
accordance with the terms of this Agreement.  A "Dispute" shall mean any action,
dispute,  claim  or  controversy  of any  kind,  whether  in  contract  or tort,
statutory or common law, legal or equitable,  now existing or hereafter  arising
under  or in  connection  with,  or in any way  pertaining  to,  any of the Loan
Documents,  or any past,  present  or
                                      -57-
<PAGE>
future extensions of credit and other activities, transactions or obligations of
any kind related directly or indirectly to any of the Loan Documents,  including
without limitation, any of the foregoing arising in connection with the exercise
of any  self-help,  ancillary  or  other  remedies  pursuant  to any of the Loan
Documents.  Any party  may by  summary  proceedings  bring an action in court to
compel  arbitration  of a  Dispute.  Any party who fails or refuses to submit to
arbitration  following  a lawful  demand by any other party shall bear all costs
and  expenses  incurred by such other  party in  compelling  arbitration  of any
Dispute.

                  (b)  Governing  Rules.   Arbitration   proceedings   shall  be
administered  by the  American  Arbitration  Association  ("AAA")  or such other
administrator  as the parties shall mutually  agree upon in accordance  with the
AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be
resolved in accordance  with the Federal  Arbitration Act (Title 9 of the United
States Code),  notwithstanding any conflicting choice of law provision in any of
the Loan Documents.  The arbitration shall be conducted at a location in Arizona
selected  by the AAA or  other  administrator.  If  there  is any  inconsistency
between the terms hereof and any such rules,  the terms and procedures set forth
herein shall control. All statutes of limitation applicable to any Dispute shall
apply to any arbitration proceeding. All discovery activities shall be expressly
limited to matters directly relevant to the Dispute being  arbitrated.  Judgment
upon any award  rendered in any  arbitration  may be entered in any court having
jurisdiction; provided however, that nothing contained herein shall be deemed to
be a waiver by any party that is a bank of the protections  afforded to it under
12 U.S.C. ss. 91 or any similar applicable state law.

                  (c)   No   Waiver;   Provisional   Remedies,   Self-Help   and
Foreclosure.  No provision hereof shall limit the right of any party to exercise
self-help  remedies such as setoff,  foreclosure  against or sale of any real or
personal property collateral or security,  or to obtain provisional or ancillary
remedies,   including  without  limitation  injunctive  relief,   sequestration,
attachment,  garnishment  or the  appointment  of a  receiver,  from a court  of
competent  jurisdiction  before, after or during the pendency of any arbitration
or other  proceeding.  The exercise of any such remedy shall not waive the right
of any party to compel arbitration hereunder.

                  (d) Arbitrator Qualifications and Powers; Awards.  Arbitrators
must be active  members of the Arizona State Bar or retired  judges of the state
or federal judiciary of Arizona with expertise in the substantive law applicable
to the subject  matter of the  Dispute.  Arbitrators  are  empowered  to resolve
Disputes  by summary  rulings in  response  to motions  filed prior to the final
arbitration  hearing.  Arbitrators  (i) shall resolve all Disputes in accordance
with the substantive  law of the state of Arizona,  (ii) may grant any remedy or
relief  that a court of the state of  Arizona  could  order or grant  within the
scope hereof and such  ancillary  relief as is necessary to make  effective  any
award,  and (iii) shall have the power to award  recovery of all costs and fees,
to impose sanctions and to take such other actions as they deem necessary to the
same extent a judge could pursuant to the Federal Rules of Civil Procedure,  the
Arizona Rules of Civil  Procedure or other  applicable law. Any Dispute in which
the amount in  controversy  is  $5,000,000  or less shall be decided by a single
arbitrator who shall not render an award of greater than  $5,000,000  (including
damages, costs, fees and expenses).  By submission to a single arbitrator,  each
party expressly waives any right or claim to recover more than  $5,000,000.  Any
Dispute in which the amount in controversy exceeds
                                      -58-
<PAGE>
$5,000,000  shall be decided by a majority vote of a panel of three  arbitrators
one of whom shall have experience representing borrowers; provided however, that
all  three   arbitrators   must  actively   participate   in  all  hearings  and
deliberations.

                  (e) Judicial  Review.  Notwithstanding  anything herein to the
contrary,  in any  arbitration  in  which  the  amount  in  controversy  exceeds
$25,000,000,  the  arbitrators  shall  be  required  to make  specific,  written
findings  of  fact  and  conclusions  of  law.  In  such  arbitrations  (i)  the
arbitrators shall not have the power to make any award which is not supported by
substantial  evidence or which is based on legal error,  (ii) an award shall not
be  binding  upon the  parties  unless the  findings  of fact are  supported  by
substantial  evidence and the  conclusions  of law are not  erroneous  under the
substantive  law of the State of Arizona,  and (iii) the  parties  shall have in
addition to the grounds referred to in the Federal Arbitration Act for vacating,
modifying or correcting an award the right to judicial review of (A) whether the
findings of fact  rendered  by the  arbitrators  are  supported  by  substantial
evidence,  and (B)  whether  the  conclusions  of law are  erroneous  under  the
substantive law of the State of Arizona.  Judgment confirming an award in such a
proceeding  may be entered only if a court  determines the award is supported by
substantial  evidence and not based on legal error under the  substantive law of
the State of Arizona.

                  (f) Miscellaneous. To the maximum extent practicable, the AAA,
the  arbitrators  and the parties shall take all action required to conclude any
arbitration  proceeding  within 180 days of the filing of the  Dispute  with the
AAA. No arbitrator or other party to any arbitration proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a party  required in the ordinary  course of its business,  by applicable law or
regulation,  or to the extent  necessary to exercise any judicial  review rights
set forth herein.  If more than one agreement for  arbitration by or between the
parties  potentially  applies  to a  Dispute,  the  arbitration  provision  most
directly  related to the Loan  Documents  or the  subject  matter of the Dispute
shall control. This arbitration  provision shall survive termination,  amendment
or  expiration  of any of the Loan  Documents  or any  relationship  between the
parties.

         SECTION 9.15  Jurisdiction.
                       -------------

                  (a)  Each  of  the  parties  hereto  hereby   irrevocably  and
unconditionally  submits,  for  itself  and its  property,  to the  nonexclusive
jurisdiction  of Arizona  State court or Federal  court of the United  States of
America sitting in Phoenix,  Arizona,  and any appellate court from any thereof,
in any action or proceeding  arising out of or relating to this Agreement or the
other Loan  Documents,  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  Arizona  State or, to the extent  permitted by law, in 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  shall  affect any right that any Bank may  otherwise
have to bring any action or proceeding  relating to this  Agreement or the other
Loan  Documents  against  the  Borrower or its  properties  in the courts of any
jurisdiction.
                                      -59-
<PAGE>
                  (b)  Each  of  the  parties  hereto  hereby   irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or proceeding  arising out of or relating to this Agreement or
the other  Loan  Documents  in any  Arizona  State or Federal  court  sitting in
Phoenix,  Arizona.  Each of the parties hereto hereby irrevocably waives, to the
fullest  extent  permitted by law, the defense of an  inconvenient  forum to the
maintenance of such action or proceeding in any such court.

         SECTION 9.16 Waiver of Jury Trial.  Each party hereto hereby waives, to
the fullest extent permitted by applicable law, any right it may have to a trial
by jury in respect of any  litigation  directly  or  indirectly  arising out of,
under or in connection  with this Agreement or any of the other Loan  Documents.
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, as applicable, by (among other
things) the mutual waivers and certifications in this Section.

         SECTION  9.17  Confidentiality.  Each Bank agrees to keep  confidential
(and to cause its officers, directors,  employees, agents and representatives to
keep  confidential)  the Information  (as defined  below),  except that any Bank
shall  be  permitted  to  disclose  Information  (i) to  such  of its  officers,
directors,  employees, agents and representatives (including outside counsel) as
need to know such  Information;  (ii) to the extent  required by applicable laws
and regulations or by any subpoena or similar legal process, or requested by any
bank regulatory authority (provided that such Bank shall, except for Information
requested by any such bank  regulatory  authority,  promptly notify Borrower (to
the extent practicable and lawful,  notice shall be given to the Borrower before
such disclosure is made so as to permit Borrower to seek a protective  order) of
the  circumstances  and  content  of each  such  disclosure  and  shall  request
confidential  treatment of any  Information so  disclosed);  (iii) to the extent
such  Information  (A) becomes  publicly  available  other than as a result of a
breach  of  this  Agreement,  (B)  becomes  available  to  such  Bank  on a  non
confidential  basis from a source other than the Borrower or its  Affiliates  or
(C)  was  available  to  such  Bank  on a  nonconfidential  basis  prior  to its
disclosure to such Bank by the Borrower or its Affiliates; or (iv) to the extent
the Borrower shall have consented to such disclosure in writing. As used in this
Section 9.17, as to any Bank, "Information" shall mean any financial statements,
materials,  documents  and other  information  that the  Borrower  or any of its
Affiliates  may  have  furnished  or may  hereafter  furnish  to  such  Bank  in
                                      -60-
<PAGE>
connection  with this  Agreement  or any other  materials  prepared  by any such
person from any of the foregoing.

         IN WITNESS  WHEREOF,  the Borrower,  the  Administrative  Agent and the
Banks  have  caused  this  Agreement  to be duly  executed  by their  respective
authorized officers as of the day and year first above written.

                                        SWIFT TRANSPORTATION CO., INC.,
                                        an Arizona corporation



                                        By: /s/ William F. Riley, III
                                           -------------------------------------
                                        Name: William F. Riley, III
                                             -----------------------------------
                                        Its:Executive Vice President and CFO
                                            ------------------------------------
           
                                                                      "Borrower"


                                        WELLS FARGO BANK, N.A.



                                        By: /s/ K. Sowa
                                           -------------------------------------
                                        Name:Kathleen P. Sowa
                                             -----------------------------------
                                        Its: Vice President
                                            ------------------------------------

                                         "Administrative Agent and Issuing Bank"

                                        WELLS FARGO BANK, N.A.



                                        By: /s/ K. Sowa
                                           -------------------------------------
                                        Name: Kathleen P. Sowa
                                             -----------------------------------
                                        Its: Vice President
                                            ------------------------------------

                                                                          "Bank"


                                        ABN AMRO BANK N.V.

                                        BY:     ABN AMRO NORTH AMERICA, INC., as
                                      -61-
<PAGE>
                                        agent



                                        By: /s/ Ellen M. Coleman
                                           -------------------------------------
                                        Name: Ellen M. Coleman
                                             -----------------------------------
                                        Its: Vice President/Director
                                            ------------------------------------



                                        By: /s/ Paul K. Stimpfl
                                           -------------------------------------
                                        Name: Paul K. Stimpfl
                                             -----------------------------------
                                        Its: Vice President/Director
                                            ------------------------------------

                                                             "Co-Agent and Bank"


                                        THE CHASE MANHATTAN BANK, a New York
                                        banking corporation



                                        By: /s/ Andris G. Kalnins
                                           -------------------------------------
                                        Name: Andris G. Kalnins
                                             -----------------------------------
                                        Its: Vice President
                                            ------------------------------------

                                                                          "Bank"



                                        THE FIRST NATIONAL BANK OF CHICAGO, a
                                        national banking association



                                        By: /s/ James B. Junker
                                           -------------------------------------
                                        Name: James B. Junker
                                             -----------------------------------
                                        Its: Vice President/Authorized Agent
                                            ------------------------------------

                                                                          "Bank"
                                      -62-
<PAGE>
         The undersigned  Guarantor  acknowledges and accepts this Agreement and
joins as a party as to its obligations hereunder.

                                        SWIFT TRANSPORTATION CO., INC. a Nevada
                                        corporation



                                        By: /s/ William F. Riley, III
                                           -------------------------------------
                                        Name: William F. Riley, III
                                             -----------------------------------
                                        Title: Executive Vice President and CFO
                                            ------------------------------------

                                                                     "Guarantor"
                                      -63-
<PAGE>
                                   EXHIBIT "A"

                        FORM OF ASSIGNMENT AND ACCEPTANCE
                        ---------------------------------


                              ______________, 19___


           Reference  is made to the Credit  Agreement  dated as of January  16,
1997 (the "Credit Agreement"),  among SWIFT TRANSPORTATION CO., INC., an Arizona
corporation  (the  "Borrower"),  the lenders named therein (the "Banks"),  WELLS
FARGO BANK, N.A., as Administrative  Agent for the Banks (in such capacity,  the
"Administrative  Agent") and ABN AMRO BANK N.V.,  as Co-Agent.  Terms defined in
the Credit  Agreement and not otherwise  defined  herein shall have the meanings
assigned to such terms in the Credit Agreement.

           1. The Assignor hereby sells and assigns,  without  recourse,  to the
Assignee, and the Assignee hereby purchases and assumes,  without recourse, from
the  Assignor,  effective  as of the  Effective  Date set  forth on the  reverse
hereof, the interests set forth on the reverse hereof (the "Assigned  Interest")
in the Assignor's rights and obligations under the Credit Agreement,  including,
without  limitation,  the  interests  set  forth on the  reverse  hereof  in the
Commitment  of the  Assignor  on the  Effective  Date and the Loans owing to the
Assignor  which are  outstanding  on the  Effective  Date,  together with unpaid
interest accrued on the assigned Loans to the Effective Date and the amount,  if
any, set forth on the reverse  hereof of the Fees accrued to the Effective  Date
for the account of the  Assignor.  Each of the Assignor and the Assignee  hereby
makes  and  agrees  to be  bound  by all  the  representations,  warranties  and
agreements set forth in Section 9.4(c) of the Credit Agreement,  a copy of which
has been received by each such party.  From and after the Effective Date (i) the
Assignee  shall  be a party  to and be bound  by the  provisions  of the  Credit
Agreement  and, to the extent of the interests  assigned by this  Assignment and
Acceptance,  have the rights and  obligations of a Bank thereunder and under the
Loan  Documents  and (ii) the  Assignor  shall,  to the extent of the  interests
assigned  by this  Assignment  and  Acceptance,  relinquish  its  rights  and be
released from its obligations under the Credit Agreement.

           2.  This   Assignment  and  Acceptance  is  being  delivered  to  the
Administrative  Agent together with (i) the Notes  evidencing the Loans included
in the  Assigned  Interest,  (ii) the  appropriate  forms  specified  in Section
2.19(e) of the Credit  Agreement,  duly completed and executed by such Assignee,
(iii) if the  Assignee  is not  already a Bank  under the Credit  Agreement,  an
Administrative  Details  Reply  Form in the form of  Exhibit  "D" to the  Credit
Agreement and (iv) a processing fee of $2,500.00.

         3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of Arizona.
<PAGE>
Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notice:

Effective  Date of  Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):


                                                   Percentage     Assigned    of
                                                   Facility/Commitment      (set
                                                   forth,    to   at   least   8
                                                   decimals,  as a percentage of
                                                   the    Facility    and    the
                                                   aggregate  Commitments of all
                                                   Banks thereunder)

                    Principal Amount Assigned       
Facility

Commitment          $________________              ______________%
Assigned:

Loans:

Fees Assigned
(if any):

The terms set forth above and
on the reverse side hereof are
hereby agreed to:                                     Accepted


__________________, as Assignor                _________________________________


By__________________________                   By__________________________     
           Its___________________                         Its___________________
                                               

__________________, as Assignor


By__________________________                   By__________________________     
           Its___________________                         Its___________________
                                       -2-
<PAGE>
                                   EXHIBIT "B"

                            FORM OF BORROWING NOTICE
                            ------------------------


WELLS FARGO BANK, N.A.
201 Third Street
San Francisco, California 94103

Attention:           Agency Department                       Date:______________
                     (Telecopy No. 415/512-9408)             Time:______________


Dear Sir or Madam:

           The  undersigned,   SWIFT   TRANSPORTATION   CO.,  INC.,  an  Arizona
corporation ("Borrower"), refers to the Credit Agreement dated as of January 16,
1997 (as it may hereafter be amended,  modified,  extended or restated from time
to time, the "Credit Agreement"), among Borrower, the Banks named therein, WELLS
FARGO BANK, N.A. as Administrative  Agent for the Banks, and ABN AMRO BANK N.V.,
as Co-Agent.  Capitalized  terms used herein and not  otherwise  defined  herein
shall have the  meanings  assigned  to such terms in the Credit  Agreement.  The
Borrower  hereby gives  notice that it requests a Borrowing  pursuant to Section
2.3 of the Credit  Agreement  and sets forth  below the terms of such  requested
Borrowing:

           A.        Type of Borrowing1                     ____________________

           B.        Advance date of Borrowing              ____________________

           C.        Principal Amount of Borrowing2         ____________________

           D.        LIBOR Borrowing Interest
                     Period and last day thereof3           ____________________


------------------------------
1          LIBOR Borrowing or Base Rate Borrowing.
2          Each Borrowing  under the Revolving Loan shall be a principal  amount
which is an integral multiple of $100,000.00 and not less than $1,000,000.00.

3          Which shall be subject to the definition of "Interest Period" and end
not later than the Maturity Date.
<PAGE>



           E.        Refinancing Election (Identity
                     of Borrowing to be refinanced)4
                            Date                            ____________________
                            Type                            ____________________
                            Amount                          ____________________
                            Last Day of Interest Period     ____________________

           Upon  acceptance of the Borrowing to be made by the Banks in response
to this request,  Borrower shall be deemed to have  represented and warranted to
the Banks that, as of the date of such Credit Event, the conditions specified in
Section 4.1 of the Credit Agreement are satisfied.

                                        Sincerely,

                                        SWIFT TRANSPORTATION CO., INC.,
                                        an Arizona corporation



                                        By
                                          --------------------------------------

                                              Its
                                                 -------------------------------
                                                   An officer of Borrower duly
                                                   authorized to request
                                                   Borrowings under the Credit
                                                   Agreement


-------------------------
4 Identity  shall include the date and amount of  Borrowing,  the Type and, with
respect to LIBOR Borrowings, the last day of Interest Period.
                                       -2-
<PAGE>
                                   EXHIBIT "C"

                              REVOLVING CREDIT NOTE
                                   (Facility)


$_____________                                             ______________, 19___
                                                                Phoenix, Arizona


           FOR VALUE  RECEIVED,  SWIFT  TRANSPORTATION  CO.,  INC.,  an  Arizona
corporation (hereinafter called "Maker"), hereby promises to pay to the order of
_____________________________________  (the "Bank"), at the main office of WELLS
FARGO  BANK,  N.A.  (the  "Administrative  Agent"),  at 201  Third  Street,  San
Francisco,  California  94103,  Attention:  Agency  Department  or at such other
location as the Administrative Agent may notify the Maker in writing, in Dollars
in     immediately     available     funds,     the     principal     sum     of
____________________________________  AND ____/100 DOLLARS  ($_________________)
or the  aggregate  unpaid  principal  amount of all  Borrowings of the Revolving
Loans (as such terms and each other  capitalized term used herein are defined in
the Credit Agreement  hereinafter  referred to) made by the Bank pursuant to the
Credit Agreement,  whichever is less, and to pay interest in like funds from the
date hereof on the unpaid balance thereof at the rates of interest per annum and
at the times specified in the Credit Agreement.

           Principal hereof shall be payable in the amounts and at the times set
forth in the Credit Agreement.

           This Note is one of the revolving credit notes referred to in Section
2.7 of the Credit Agreement dated as of January 16, 1997 by and among Maker, the
Banks named therein, the Administrative Agent and ABN AMRO BANK N.V. as Co-Agent
(as the same may be amended, modified or restated from time to time, the "Credit
Agreement").  All of the terms, conditions and covenants of the Credit Agreement
are expressly  made a part of this Note by reference in the same manner and with
the same effect as if set forth herein at length and Bank or any  transferee  of
this Note  (sequentially,  the  "Holder")  is  entitled  to the  benefits of and
remedies  provided  in the  Credit  Agreement  and any other  agreements  by and
between Maker and Bank. Reference is made to the Credit Agreement for provisions
regarding the maturity, payment, prepayment and acceleration of the indebtedness
evidenced hereby.

           After  maturity,  including  maturity upon  acceleration,  all unpaid
amounts of this Note shall bear  interest at the Default  Rate.  Maker agrees to
pay all collection  expenses,  including  reasonable  attorneys'  fees and court
costs, incurred in the collection or enforcement of all or any part of this Note
in  which  the  Holder  is the  prevailing  party.  In the  event  of any  court
proceedings,  court costs and attorneys'  fees shall be set by the court and not
by jury and shall be included  in any  judgment  obtained  by the Holder.  Maker
agrees to an effective  rate of interest  that is the rate stated above plus any
additional  rate of interest  resulting  from any other charges in the nature of
interest paid or to be paid
<PAGE>
by or on behalf of Maker,  or any  benefit  receivable  to be received by holder
hereof in connection with this Note.

           Failure of the Holder to  exercise  any  option  hereunder  shall not
constitute a waiver of the right to exercise same in the event of any subsequent
default, or in the event of continuance of any existing default after demand for
strict performance hereof.

           This Note is entitled to the benefit of the Credit  Agreement and the
other Loan Documents.

           This Note shall be binding upon Maker and its  successors and assigns
and  shall  inure  to the  benefit  of the  payee  hereof,  and  any  subsequent
transferees of this Note, and their successors and assigns.

           This Note shall be governed by and construed according to the laws of
the State of Arizona.

           IN WITNESS WHEREOF,  Maker has caused this Note to be executed by its
duly authorized corporate agent as of the day and year first above written.

                                        SWIFT TRANSPORTATION CO., INC., an
                                        Arizona corporation



                                        By
                                          --------------------------------------

                                              Its
                                                 -------------------------------

                                                                         "MAKER"
                                       -2-
<PAGE>
                                   EXHIBIT "D"

                        ADMINISTRATIVE DETAILS REPLY FORM
                        ---------------------------------


Re:        $110,000,000.00 Facility for SWIFT TRANSPORTATION CO., INC.


1.         Name of Entity For Signature Page:___________________________________

2.         Name of Entity as it Should
           Appear in Any Publicity:               ______________________________
           (if different than above)

3.         Name of Person to Receive Draft
           Credit Agreement at Bank:    ________________________________________

4.         Name of Person to Sign
           Credit Agreement:                      ______________________________
<TABLE>
<CAPTION>

5.         Contacts:              Credit Contact      Operations Contact        Legal Counsel
                                  --------------      ------------------        -------------
           <S>                  <C>                   <C>                       <C>    
           Name:                ____________________  _____________________     _____________________
                                                                                                     
           Title:               ____________________  _____________________     _____________________
                                                                                                     
           Address:             ____________________  _____________________     _____________________
                                                                                                     
                                --------------------  ---------------------     ---------------------
                                                                                                     
                                --------------------  ---------------------     ---------------------
                                                                                                     
           Telephone:           ____________________  _____________________     _____________________
                                                                                                     
           Facsimile #:         ____________________  _____________________     _____________________
                                                                                                     
           Telex #:             ____________________  _____________________     _____________________
                                                                                                     
           Answerback:          ____________________  _____________________     _____________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
6.         Payment Instructions:
           <S>                          <C>   <C>                   <C>    <C>    
           Method of Payment:                 Fedwire _________________    Chips _________________

           Pay to:                      __________________________________________________________

           Name of Bank:                __________________________________________________________

           City, State, Zip:            __________________________________________________________

           ABA Number:                  _______________________     Reference:    ________________

           Account Number:              _______________________     Account Name:_________________

           Attention:                   __________________________________________________________
</TABLE>
                                       -2-
<PAGE>
                                   EXHIBIT "E"

                   MATTERS TO BE COVERED BY THE LEGAL OPINION
                                   OF COUNSEL


           1. The _________________ is a corporation duly incorporated,  validly
existing and in good standing under the laws of the State of  ____________,  and
has all corporate power and all material governmental licenses,  authorizations,
consents and approvals required to carry on its business as now conducted.

           2. Each  Subsidiary  identified  in  Schedule  "3.15"  of the  Credit
Agreement is a corporation  duly  incorporated,  validly  existing,  and in good
standing under the laws of the  jurisdiction of its  incorporation,  and has all
corporate power and all material governmental licenses, authorizations, consents
and approvals to carry on its business as now conducted.

           3. The execution,  delivery and performance by the ___________ of the
Loan  Documents  are  within  ____________'s  corporate  power,  have  been duly
authorized by all  necessary  corporate  action,  and require no action by or in
respect of, or filing with, any Governmental Authority and neither the execution
and  delivery  thereof nor the  consummation  of the  transactions  contemplated
thereby nor  compliance  by the  ____________  with any, nor the  ____________'s
performance  of all,  of the terms and  provisions  of the Loan  Documents  will
contravene any law  applicable to it or conflict with,  result in any breach of,
or constitute any default under,  its  certificate of  incorporation  or by-laws
(both as  amended  to date) or  conflict  with,  result  in any  breach  of,  or
constitute  default under, or result in the creation of a Lien under, or require
the consent of any trustee or creditor  pursuant  to, any  indenture,  mortgage,
chattel mortgage, deed of trust, conditional sales contract, lease, bank loan or
credit  agreement  to which  the  ____________  is a party or by which it or its
assets are bound, known to us.

           4. Each Loan Document has been duly  authorized  and delivered by the
_________,  and is the legal, valid and binding obligation of the _____________,
enforceable  against  it in  accordance  with its terms,  except as  enforcement
thereof may be limited by  applicable  bankruptcy,  insolvency  or other laws or
equitable  principles  of general  application  relating to the  enforcement  of
creditors' rights.

           5. To the best knowledge of such counsel after due inquiry, there are
no actions,  suits or  proceedings  pending or threatened in any court or before
any regulatory  commission,  board or other administrative or other governmental
entity against or affecting the Borrower  which could  reasonably be expected to
have a material  adverse  effect on its  ability  to enter  into or perform  its
obligations  under any of the Loan  Documents or on the condition  (financial or
otherwise),  operations, business or prospects of the ____________, except those
described in the Borrower's report on Form 10-K for its most recently  completed
fiscal year ended ___________, _______, delivered to the Bank.
<PAGE>
           6. No consent,  approval,  waiver,  license or authorization or other
action by or filing with any  governmental  authority is required in  connection
with the execution and delivery by the ____________ of the Loan Documents except
for those which have already been obtained and are in full force and effect.

           7. The  ____________  is not an  "investment  company"  nor a company
"controlled"  by an "investment  company,"  within the meaning of the Investment
Company Action of 1940, as amended.
                                       -2-
<PAGE>
                                   EXHIBIT "F"

                        QUARTERLY COMPLIANCE CERTIFICATE
                            FOR FISCAL QUARTER ENDING
                             ________________, 19__


WELLS FARGO BANK, N.A.
100 West Washington
Phoenix, Arizona  85003

Attn:      Kathleen P. Sowa                             Date:___________________
           #4101-251

Dear Ladies and Gentlemen:

           This Quarterly Compliance  Certificate refers to the Credit Agreement
dated as of January 16, 1997 (as it may hereafter be amended, modified, extended
or  restated  from  time  to  time,   the  "Credit   Agreement"),   among  SWIFT
TRANSPORTATION CO., INC., an Arizona corporation  ("Borrower"),  the Banks named
therein,  WELLS FARGO BANK, N.A. as  Administrative  Agent for the Banks and ABN
AMRO BANK N.V. as Co-Agent.  Capitalized  terms used and not  otherwise  defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

           Pursuant to Section 5.4 of the Credit Agreement,  the undersigned,  a
Financial Officer of Guarantor, certifies that:

           1. Enclosed are the required  financial  statements for the [quarter]
[fiscal year] ending for  Guarantor as required  under Section 5.4 of the Credit
Agreement.

           2. To the best of the undersigned's  knowledge, no "Event of Default"
or Potential  Default has occurred [or if so,  specifying  the nature and extent
thereof and any corrective actions taken or to be taken].

           3. As of the  last day of the  Reporting  Quarter,  the  computations
below were true and correct:
<TABLE>
<CAPTION>
I.       Section 5.8        Unencumbered Assets
<S>                         <C>                                                 <C>    
Numerator:                  Cash                                                ___________________
                            + Net Accounts Receivable                           ___________________
                            + Real Estate at net book value                     ___________________
                                (not to exceed $50,000,000.00)                  ___________________
                            + Rolling Stock at net book value                   ___________________
                            = Unencumbered Assets                               __________________A

                            Divided by
<PAGE>
Denominator:                Accounts Payable
                            + Facility                                                 $110,000,000
                            + Other (funded and nonfunded, but committed)       
                                outstanding unsecured Indebtedness              ___________________
                            = Total                                             __________________B

Percentage:                 Equals (A/B):                                       __________________%
                            Minimum Permitted:                                  _______________120%

II.      Section 6.6        Funded Debt/EBITDA Ratio
                            Calculated on a rolling 4 quarter basis

Numerator:                  Current Funded Debt
                            + Noncurrent Funded Debt                            ___________________
                            + Letters of Credit                                 ___________________
                            + Surety Bonds                                      ___________________
                            + Guarantees                                        ___________________
                            + Capital Lease Obligations                         ___________________
                            = Funded Debt                                       __________________A

                            Divided by

Denominator:                Net Earnings
                            + Depreciation & Amortization Exp.                  ___________________
                            + Interest Expense                                  ___________________
                            + Tax Expenses                                      ___________________
                            = EBITDA                                            __________________B

                                                                                ________________A/B

                            Maximum Permitted:                                  ______________2.75x

III.     Section 6.7        Debt Service Coverage Ratio
                            Calculated on a rolling 4 quarter basis

Numerator:                  Net Earnings
                            + Depreciation & Amortization Exp.                  ___________________
                            + Interest Expense                                  ___________________
                            + Operating Lease Expense                           ___________________
                            +/- Change in Deferred Taxes                        ___________________
                            Equals:                                             __________________A

                            Divided by

Denominator:                Current portion of long-term debt
                            + Current portion of Capital Lease Obligations      ___________________
                            + Interest Expense                                  ___________________
                            + Operating Lease Expense                           ___________________
                            Equals:                                             __________________B

                            Equals:                                             ________________A/B

                            Minimum Required:                                   ______________1.25x
</TABLE>
                                      -2-
<PAGE>
                                        SWIFT TRANSPORTATION CO., INC., a Nevada
                                        corporation



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Its:
                                            ------------------------------------
                                       -3-
<PAGE>
                                  SCHEDULE 2.1

                              COMMITMENTS OF BANKS
                               as to the Facility
                             as of January 16, 1997

<TABLE>
<CAPTION>

                                                                                 Euro Dollar
                 Bank                        %                   $
             ------------                ---------           ---------
                                                                                 Lending Office
                                                                                 --------------

<S>      <C>                              <C>              <C>                  <C>
1.       Wells Fargo Bank, N.A.           31.8182%         $ 35,000,000.00      _________________

2.       ABN AMRO BANK N.V.               27.2727%         $ 30,000,000.00      _________________

3.       The Chase Manhattan Bank         22.7273%         $ 25,000,000.00      _________________

4.       The First National Bank of       18.1818%         $ 20,000,000.00      _________________
           Chicago

         Maximum Commitment                 100%           $110,000,000.00      _________________
</TABLE>

Addresses
---------

         1.       100 West Washington
                  Phoenix, Arizona  85003
                  Attention: Kathleen P. Sowa #4101-251
                  (602) 528-1133 (fax 602/229-4409)

         2.       300 South Grand Avenue, Suite 1115
                  Los Angeles, California  90071
                  Attention: Ellen M. Coleman
                  (213) 687-2306 (fax 213/687-2061)

         3.       270 Park Avenue, 10th Floor
                  New York, New York  10017
                  Attention:  Andris Kalnins
                  (212) 270-5732 (fax 212/270-5127)

         4.       One First National Plaza
                  Chicago, Illinois  60670
                  Attention:  James B. Junker
<PAGE>
                                  SCHEDULE 3.5

                MATERIAL ADVERSE CHANGE SINCE SEPTEMBER 30, 1996


         None.
                                       -2-
<PAGE>
                                  SCHEDULE 3.15

                 SUBSIDIARIES OF SWIFT TRANSPORTATION CO., INC.,
                              A NEVADA CORPORATION


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

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

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

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

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

6.       West's Best Freight System, Inc., a Wyoming corporation

7.       A & S Shop Facility, Inc., a Montana corporation

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

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

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

11.      Swift of Texas Co., Inc., a Texas corporation