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                           RECEIVABLES SALE AGREEMENT


                          DATED AS OF DECEMBER 30, 1999


                                      AMONG


                         SWIFT RECEIVABLES CORPORATION,
                                 AS THE SELLER,


                        SWIFT TRANSPORTATION CORPORATION,
                        AS THE INITIAL COLLECTION AGENT,


                               ABN AMRO BANK N.V.,
                                  AS THE AGENT,


                             THE LIQUIDITY PROVIDERS
                         FROM TIME TO TIME PARTY HERETO,


                               ABN AMRO BANK N.V.,
                                AS THE ENHANCER,


                                       AND


                          AMSTERDAM FUNDING CORPORATION





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<PAGE>
                            TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I              PURCHASES FROM SELLER AND SETTLEMENTS................   1

       Section 1.1.    Sales................................................   1
       Section 1.2.    Interim Liquidations.................................   3
       Section 1.3.    Selection of Discount Rates and Tranche Periods......   3
       Section 1.4.    Fees and Other Costs and Expenses....................   4
       Section 1.5.    Maintenance of Sold Interest; Deemed Collection......   5
       Section 1.6.    Reduction in Commitments.............................   6
       Section 1.7.    Optional Repurchases.................................   6
       Section 1.8.    Assignment of Purchase Agreement.....................   6

ARTICLE II             SALES TO AND FROM AMSTERDAM; ALLOCATIONS.............   7

       Section 2.1.    Required Purchases from Amsterdam....................   7
       Section 2.2.    Purchases by Amsterdam...............................   7
       Section 2.3.    Allocations and Distributions........................   7

ARTICLE III            ADMINISTRATION AND COLLECTIONS.......................   9

       Section 3.1.    Appointment of Collection Agent......................   9
       Section 3.2.    Duties of Collection Agent...........................  10
       Section 3.3.    Reports..............................................  10
       Section 3.4.    Lock-Box Arrangements................................  11
       Section 3.5.    Enforcement Rights...................................  11
       Section 3.6.    Collection Agent Fee.................................  11
       Section 3.7.    Responsibilities of the Seller.......................  12
       Section 3.8.    Actions by Seller....................................  12
       Section 3.9.    Indemnities by the Collection Agent..................  12

ARTICLE IV             REPRESENTATIONS AND WARRANTIES.......................  13

       Section 4.1.    Representations and Warranties.......................  13

ARTICLE V              COVENANTS............................................  15

       Section 5.1.    Covenants of the Seller..............................  15

ARTICLE VI             INDEMNIFICATION......................................  19

       Section 6.1.    Indemnities by the Seller............................  19
       Section 6.2.    Increased Cost and Reduced Return....................  21
       Section 6.3.    Other Costs and Expenses.............................  22
       Section 6.4.    Withholding Taxes....................................  22
       Section 6.5.    Payments and Allocations.............................  22

                                      -i-
<PAGE>
ARTICLE VII            CONDITIONS PRECEDENT.................................  23

       Section 7.1.    Conditions to Closing................................  23
       Section 7.2.    Conditions to Each Purchase..........................  23

ARTICLE VIII           THE AGENT............................................  24

       Section 8.1.    Appointment and Authorization........................  24
       Section 8.2.    Delegation of Duties.................................  24
       Section 8.3.    Exculpatory Provisions...............................  25
       Section 8.4.    Reliance by Agent....................................  25
       Section 8.5.    Assumed Payments.....................................  25
       Section 8.6.    Notice of Termination Events.........................  25
       Section 8.7.    Non-Reliance on Agent and Other Purchasers...........  26
       Section 8.8.    Agent and Affiliates.................................  26
       Section 8.9.    Indemnification......................................  26
       Section 8.10.   Successor Agent......................................  26

ARTICLE IX             MISCELLANEOUS........................................  27

       Section 9.1.    Termination..........................................  27
       Section 9.2.    Notices..............................................  27
       Section 9.3.    Payments and Computations............................  27
       Section 9.4.    Sharing of Recoveries................................  28
       Section 9.5.    Right of Setoff......................................  28
       Section 9.6.    Amendments...........................................  28
       Section 9.7.    Waivers..............................................  29
       Section 9.8.    Successors and Assigns; Participations; Assignments..  29
       Section 9.9.    Intended Tax Characterization........................  31
       Section 9.10.   Confidentiality......................................  31
       Section 9.11.   Agreement Not to Petition............................  31
       Section 9.12.   Excess Funds.........................................  32
       Section 9.13.   No Recourse..........................................  32
       Section 9.14.   Headings; Counterparts...............................  32
       Section 9.15.   Cumulative Rights and Severability...................  32
       Section 9.16.   Governing Law; Submission to Jurisdiction............  32
       Section 9.17.   WAIVER OF TRIAL BY JURY..............................  33
       Section 9.18.   Entire Agreement.....................................  33

                                      -ii-
<PAGE>
SCHEDULES      DESCRIPTION
---------      -----------

Schedule I     Definitions
Schedule II    Liquidity Providers and Commitments of Committed Purchasers


EXHIBITS       DESCRIPTION
--------       -----------

Exhibit A      Form of Incremental Purchase Request
Exhibit B      Form of Notification of Assignment to Amsterdam from the
               Committed Purchasers
Exhibit C      Form of Periodic Report
Exhibit D      Addresses and Names of Seller and Originator
Exhibit E      Subsidiaries
Exhibit F      Lock-Boxes and Lock-Box Banks
Exhibit G      Form of Lock-Box Letter
Exhibit H      Compliance Certificate
Exhibit I      Credit and Collection Policy

                                     -iii-
<PAGE>
                           RECEIVABLES SALE AGREEMENT

     RECEIVABLES  SALE  AGREEMENT,  dated as of December 30,  1999,  among Swift
Receivables Corporation, a Delaware corporation, as Seller (the "SELLER"), Swift
Transportation  Corporation,  a Nevada corporation,  as initial Collection Agent
(the "INITIAL  COLLECTION AGENT," and, together with any successor thereto,  the
"COLLECTION  AGENT"),  ABN AMRO  Bank  N.V.,  as agent for the  Purchasers  (the
"AGENT"), the liquidity providers party hereto (the "LIQUIDITY PROVIDERS"),  ABN
AMRO Bank N.V., as provider of the Program LOC (the  "ENHANCER"),  and Amsterdam
Funding  Corporation  ("AMSTERDAM").  Certain capitalized terms used herein, and
certain  rules of  construction,  are defined in  Schedule  I. The sole  initial
Liquidity Provider and the Commitments of all Committed Purchasers are listed on
Schedule II.

     The parties hereto agree as follows:

                                    ARTICLE I
                      PURCHASES FROM SELLER AND SETTLEMENTS

     SECTION 1.1. SALES.

     (a) THE SOLD  INTEREST.  Subject to the terms and  conditions  hereof,  the
Seller may, from time to time before the  Liquidity  Termination  Date,  sell to
Amsterdam  or,  only if  Amsterdam  declines  to make the  applicable  purchase,
ratably to the Committed  Purchasers an undivided  percentage ownership interest
in the Receivables,  the Related Security and all related Collections.  Any such
purchase (a "PURCHASE") shall be made by each relevant Purchaser remitting funds
to  the  Seller,  through  the  Agent,  pursuant  to  Section  1.1(c)  or by the
Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d).
The aggregate  percentage  ownership  interest so acquired by a Purchaser in the
Receivables,  the  Related  Security  and  related  Collections  (its  "PURCHASE
Interest") shall equal at any time the following quotient:

                                      I
                                   ------   +   PRP
                                     ER

where:

       I    =   the outstanding Investment of such Purchaser at such time;

       ER   =   the Eligible Receivables Balance at such time; and

       PRP  =   the Purchaser Reserve Percentage at such time.

Except during a Liquidation  Period for a Purchaser,  such Purchaser's  Purchase
Interest will change whenever its Investment,  its Purchaser Reserve  Percentage
or the Eligible  Receivables Balance changes.  During a Liquidation Period for a
Purchaser   its   Purchase   Interest   shall   remain   constant,   except  for
<PAGE>
redeterminations  to reflect Investment  acquired from or transferred to another
Purchaser  under the Transfer  Agreement.  The sum of all  Purchasers'  Purchase
Interests at any time is referred to herein as the "SOLD INTEREST", which at any
time is the aggregate  percentage ownership interest then held by the Purchasers
in the Receivables, the Related Security and Collections.

     (b) AMSTERDAM PURCHASE OPTION AND OTHER PURCHASERS' COMMITMENTS. Subject to
Section 1.1(d) concerning Reinvestment Purchases, at no time will Amsterdam have
any  obligation  to make a Purchase.  Each  Liquidity  Provider and the Enhancer
(together the "COMMITTED PURCHASERS" and each a "COMMITTED PURCHASER") severally
hereby agrees,  subject to Section 7.2 and the other terms and conditions hereof
(including,  in the case of an  Incremental  Purchase  (as defined  below),  the
condition  that  Amsterdam  has refused to make a requested  Purchase),  to make
Purchases before the Liquidity  Termination  Date, based on its Ratable Share of
each Purchase by the Committed  Purchasers,  to the extent its Investment  would
not thereby exceed its Commitment,  the Aggregate  Investment  would not thereby
exceed the  Purchase  Limit,  and the  Matured  Aggregate  Investment  would not
thereby exceed the Aggregate  Commitments.  Each Purchaser's  first Purchase and
each additional Purchase by such Purchaser not made from Collections pursuant to
Section 1.1(d) is referred to herein as an "INCREMENTAL PURCHASE." Each Purchase
made by a Purchaser  with the proceeds of Collections in which it has a Purchase
Interest,  which does not increase the outstanding Investment of such Purchaser,
is referred to herein as a "REINVESTMENT PURCHASE."

     (c) INCREMENTAL PURCHASES. In order to request an Incremental Purchase from
a Purchaser, the Seller must provide to the Agent an irrevocable written request
(including by telecopier or other facsimile communication)  substantially in the
form of Exhibit A, by 10:00 a.m.  (Chicago  time) three Business Days before the
requested date (the "PURCHASE DATE") of such Purchase,  specifying the requested
Purchase  Date  (which  must be a Business  Day) and the  requested  amount (the
"PURCHASE  AMOUNT")  of such  Purchase,  which  must be in a  minimum  amount of
$1,000,000  and  multiples  thereof (or, if less, an amount equal to the Maximum
Incremental Purchase Amount). An Incremental Purchase may only be requested from
Amsterdam unless Amsterdam, in its sole discretion,  determines not to make such
Incremental  Purchase,  in which case the Seller may  request  such  Incremental
Purchase  from the Committed  Purchasers.  The Agent shall  promptly  notify the
contents  of any such  request  to each  Purchaser  from which the  Purchase  is
requested.  If  Amsterdam  determines,  in its  sole  discretion,  to  make  the
requested  Purchase,  Amsterdam shall transfer to the Agent's Account the amount
of such  Incremental  Purchase on the  requested  Purchase  Date.  If  Amsterdam
refuses to make a requested  Purchase and the Seller  requests  the  Incremental
Purchase from the Committed Purchasers three Business Days before such requested
Purchase  (which such  request  may only be made on and after  January 3, 2000),
subject to Section 7.2 and the other terms and conditions hereof, each Committed
Purchaser shall transfer its Ratable Share of the requested Purchase Amount into
the Agent's  Account by no later than 11:00 a.m.  (Chicago time) on the Purchase
Date  (which in no event will be earlier  than  three  Business  Days after such
request is made to the Committed  Purchasers).  The Agent shall  transfer to the
Seller  Account  prior to 1:00 p.m. on such day the proceeds of any  Incremental
Purchase  to the extent of funds  actually  received by the Agent in the Agent's
Account  prior to 11:00  a.m.  on such  day.  Notwithstanding  anything  in this

                                      -2-
<PAGE>
Agreement to the contrary,  the Committed Purchasers shall have no Commitment to
make an Incremental Purchase prior to January 3, 2000.

     (d) REINVESTMENT PURCHASES. Unless Amsterdam has provided to the Agent, the
Seller,  and the  Collection  Agent a notice (which notice has not been revoked)
that  it no  longer  wishes  to  make  Reinvestment  Purchases  (in  which  case
Amsterdam's  Reinvestment Purchases,  but not those of the Committed Purchasers,
shall  cease),  on each day  before  the  Liquidity  Termination  Date  that any
Collections are received by the Collection  Agent and no Interim  Liquidation is
in  effect  a  Purchaser's   Purchase   Interest  in  such   Collections   shall
automatically  be used  to  make a  Reinvestment  Purchase  by  such  Purchaser.
Amsterdam  may revoke  any  notice  provided  under the first  sentence  of this
Section 1.1(d) by notifying the Agent, the Seller, and the Collection Agent that
it will make Reinvestment Purchases.

     (e) SECURITY INTEREST.  To secure all of the Seller's obligations under the
Transaction Documents, the Seller hereby grants to the Agent (for the benefit of
the  Purchasers  and any other  Person to whom any amount is owed  hereunder)  a
security interest in all of the Seller's rights in the Receivables,  the Related
Security,  the  Collections,  and the Lock- Box Accounts and all proceeds of the
foregoing.  The security  interest granted hereunder shall terminate on the date
the Aggregate  Investment is reduced to zero,  all other amounts owing the Agent
and the  Purchasers  have  been  paid in full  and the  Commitments  shall  have
terminated.

     SECTION 1.2. INTERIM LIQUIDATIONS. (a) OPTIONAL. The Seller may at any time
direct  that  Reinvestment  Purchases  cease  and  that an  Interim  Liquidation
commence  for all  Purchasers  by giving the Agent and the  Collection  Agent at
least three Business Days' prior written (including  telecopy or other facsimile
communication) notice specifying the date on which the Interim Liquidation shall
commence and, if desired,  when such Interim Liquidation shall cease (identified
as a  specific  date  prior  to the  Liquidity  Termination  Date or as when the
Aggregate  Investment is reduced to a specified amount).  If the Seller does not
so specify the date on which an Interim  Liquidation  shall cease,  it may cause
such Interim  Liquidation to cease at any time before the Liquidity  Termination
Date, subject to Section 1.2(b) below, by notifying the Agent and the Collection
Agent in writing  (including by telecopy or other  facsimile  communication)  at
least  three  Business  Days  before the date on which it desires  such  Interim
Liquidation to cease.

     (b)  MANDATORY.  If at any time before the Liquidity  Termination  Date any
condition in Section 7.2 is not fulfilled,  the Seller shall immediately  notify
the Agent and the Collection Agent, whereupon Reinvestment Purchases shall cease
and an Interim  Liquidation  shall  commence,  which  shall  cease only upon the
Seller confirming to the Agent that the conditions in Section 7.2 are fulfilled.

     SECTION 1.3.  SELECTION OF DISCOUNT RATES AND TRANCHE  PERIODS.  (a)(1) The
provisions of this subsection  (a)(1) shall apply to all Investment of Amsterdam
funded with  commercial  paper  issued on or before  February 1, 2000:  All such
Investment  shall be allocated to one or more Tranches  reflecting  the Discount
Rates at which such  Investment  accrues  Discount  and the Tranche  Periods for
which such Discount Rates apply.  All such  Investment of Amsterdam shall accrue
Discount at the CP Rate.  All CP Discount  accrued during a Tranche Period shall
be  payable  by the  Seller  on the last  day of such  Tranche  Period;  (2) The
provisions of this subsection  (a)(2) shall apply to all Investment of Amsterdam

                                      -3-
<PAGE>
funded with commercial paper issued after February 1, 2000: The Seller shall pay
Funding Charges with respect to Amsterdam's  Purchase Interest for each day that
any Investment in respect of such Purchase  Interest is  outstanding.  Each such
Purchase  Interest  will  accrue  Funding  Charges  each day based on the Pooled
Allocation.  On each  Settlement Date the Seller shall pay to the Agent (for the
benefit of  Amsterdam)  an  aggregate  amount  equal to all  accrued  and unpaid
Funding  Charges  in  respect  of such  Purchase  Interest  for the  immediately
preceding Discount Period; (3) All Investment of the Committed  Purchasers shall
be allocated to one or more Tranches reflecting the Discount Rates at which such
Investment  accrues  Discount  and the Tranche  Periods for which such  Discount
Rates  apply.  In each  request  for an  Incremental  Purchase  from a Committed
Purchaser and three  Business Days before the  expiration of any Tranche  Period
applicable to any Committed Purchaser's  Investment,  the Seller may request the
Tranche  Period(s) to be applicable to such Investment and the Discount  Rate(s)
applicable  thereto.  All  Investment  of the  Committed  Purchasers  may accrue
Discount  at  either  the  Eurodollar  Rate or the Prime  Rate,  in all cases as
established  for  each  Tranche  Period  applicable  to  such  Investment.   Any
Investment of the Committed  Purchasers  not allocated to a Tranche Period shall
be a Prime Tranche.  During the pendency of a Termination  Event,  the Agent may
reallocate  any  outstanding  Investment of the Committed  Purchasers to a Prime
Tranche.  All Discount  accrued on the  Investment of the  Committed  Purchasers
during a Tranche  Period  shall be payable by the Seller on the last day of such
Tranche  Period or, for a Eurodollar  Tranche with a Tranche Period of more than
three  months,  90 days  after the  commencement,  and on the last day,  of such
Tranche Period.

     (b) The Agent shall allocate the Investment of Amsterdam to Tranche Periods
in its sole discretion.  If, by the time required in Section 1.3(a),  the Seller
fails to select a Discount  Rate or Tranche  Period  for any  Investment  of the
Committed  Purchasers,  such amount of  Investment  shall  automatically  accrue
Discount  at the  Prime  Rate  for a three  Business  Day  Tranche  Period.  Any
Investment  purchased from Amsterdam  pursuant to the Transfer  Agreement  shall
accrue  interest at the Prime Rate and have an initial  Tranche  Period of three
Business Days.

     (c) If the Agent or any Committed Purchaser determines (i) that maintenance
of any Eurodollar  Tranche would violate any applicable law or regulation,  (ii)
that  deposits  of a type and  maturity  appropriate  to match  fund any of such
Purchaser's  Eurodollar Tranches are not available or (iii) that the maintenance
of any  Eurodollar  Tranche will not  adequately  and fairly reflect the cost of
such  Purchaser  of  funding  Eurodollar  Tranches,  then  the  Agent,  upon the
direction of such Purchaser,  shall suspend the  availability  of, and terminate
any outstanding, Eurodollar Tranche so affected. All Investment allocated to any
such terminated Eurodollar Tranche shall be reallocated to a Prime Tranche.

     SECTION 1.4. FEES AND OTHER COSTS AND EXPENSES. (a) The Seller shall pay to
the Agent (i) for the ratable benefit of the Liquidity  Providers,  such amounts
as agreed to with the Liquidity  Providers and the Agent in the Pricing  Letter,
and (ii) for the account of the Enhancer  and the Agent,  such amounts as agreed
to with the Enhancer and the Agent in the Fee Letter.

     (b) If (i) with  respect  to any  Investment  of  Amsterdam,  the amount of
Amsterdam's  Investment  is  reduced on any date other than the last day of a CP
Tranche,  (ii) the amount of Investment  allocated to any Eurodollar  Tranche is

                                      -4-
<PAGE>
reduced  before  the  last day of its  Tranche  Period  or (iii) if a  requested
Incremental Purchase at the Eurodollar Rate does not take place on its scheduled
Purchase Date, the Seller shall pay the Early Payment Fee to each Purchaser that
had its Investment so reduced or scheduled  Purchase not made;  PROVIDED THAT at
any time  the  Purchased  Interest  accrues  Funding  Charges  based  on  Pooled
Allocation  no such Early  Payment Fee shall be payable  upon the  reduction  of
Amsterdam's  Investment on any date other than the last day of a CP Tranche with
respect to up to $25,000,000 of Investment if the Seller shall have notified the
Agent of its intention to so reduce the outstanding Investment by 10:00 a.m. two
(2) Business Days prior to the date of such reduction.

     (c) Investment  shall be payable solely from  Collections  and from amounts
payable  under  Sections  1.5,  1.7 and 6.1 (to the  extent  amounts  paid under
Section 6.1 indemnify against reductions in or non-payment of Receivables).  The
Seller shall pay, as a full recourse obligation, all amounts payable pursuant to
Sections 1.5, 1.7 and 6.1 and all other amounts  payable  hereunder  (other than
Investment),  including,  without  limitation,  all Discount,  fees described in
clauses (a) and (b) above and amounts payable under Article VI.

     SECTION 1.5. MAINTENANCE OF SOLD INTEREST; DEEMED COLLECTION.  (a) GENERAL.
If at any time before the Liquidity  Termination  Date the Eligible  Receivables
Balance is less than the sum of the Aggregate  Investment  (or, if a Termination
Event exists, the Matured Aggregate  Investment) plus the Aggregate Reserve, the
Seller shall pay to the Agent an amount equal to such deficiency for application
to reduce the  Investments  of the  Purchasers  ratably in  accordance  with the
principal  amount  of  their  respective  Investments,  applied  FIRST  to Prime
Tranches and SECOND to the other Tranches with the shortest remaining maturities
unless  otherwise  specified  by the  Seller.  Any  amount so  applied to reduce
Amsterdam's Investment shall be deposited in the Special Transaction Subaccount.
Unless the Agent otherwise  requires,  prior to the Liquidity  Termination  Date
payment  obligations for any day under this Section 1.5(a) shall only be payable
on the Settlement Date occurring in the next succeeding calendar month.

     (b)  DEEMED  COLLECTIONS.  If on  any  day  the  outstanding  balance  of a
Receivable  is reduced or  cancelled  as a result of any  defective  or rejected
goods or services,  any cash discount or adjustment  (including  any  adjustment
resulting from the  application of any special refund or other  discounts or any
reconciliation),  any setoff or credit  (whether such claim or credit arises out
of the same, a related, or an unrelated transaction) or other similar reason not
arising  from  the  financial   inability  of  the  Obligor  to  pay  undisputed
indebtedness,  the  Seller  shall  be  deemed  to have  received  on such  day a
Collection on such  Receivable in the amount of such reduction or  cancellation.
If on any day any representation,  warranty,  covenant or other agreement of the
Seller related to a Receivable is not true or is not satisfied, the Seller shall
be  deemed  to have  received  on such day a  Collection  in the  amount  of the
outstanding  balance of such  Receivable.  Subject to Section  1.5(c),  all such
Collections  deemed  received by the Seller under this  Section  1.5(b) shall be
remitted  by the  Seller to the  Collection  Agent in  accordance  with  Section
5.1(i). Unless the Agent otherwise requires,  prior to the Liquidity Termination
Date payment  obligations  for any day under this  Section  1.5(b) shall only be
payable on the Settlement Date occurring in the next succeeding calendar month.

                                      -5-
<PAGE>
     (c)  ADJUSTMENT  TO  SOLD  INTEREST.  At  any  time  before  the  Liquidity
Termination Date that the Seller is deemed to have received any Collection under
Section  1.5(b)  ("DEEMED  COLLECTIONS")  that derive from a Receivable  that is
otherwise reported as an Eligible  Receivable,  so long as no Liquidation Period
then exists, the Seller may satisfy its obligation to deliver such amount to the
Collection Agent by instead notifying the Agent that the Sold Interest should be
recalculated  by decreasing  the Eligible  Receivables  Balance by the amount of
such  Deemed  Collections,  so long as such  adjustment  does not cause the Sold
Interest to exceed 100%.

     (d) PAYMENT  ASSUMPTION.  Unless an Obligor otherwise  specifies or another
application  is required by contract or law, any payment  received by the Seller
from any Obligor shall be applied as a Collection of Receivables of such Obligor
(starting with the oldest such  Receivable) and remitted to the Collection Agent
as such.

     SECTION 1.6.  REDUCTION IN  COMMITMENTS.  The Seller may, upon thirty days'
notice  to  the  Agent,  reduce  the  Aggregate   Commitment  in  increments  of
$1,000,000,  so long as the Aggregate  Commitment as so reduced  equals at least
the  outstanding  Matured  Aggregate  Investment.  Each  such  reduction  in the
Aggregate  Commitment shall reduce the Commitment of each Committed Purchaser in
accordance with its Ratable Share and shall ratably reduce the Purchase Limit so
that the Aggregate  Commitment  remains at least 102% of the Purchase  Limit and
the Purchase Limit is not less than the outstanding Aggregate Investment.

     SECTION 1.7.  OPTIONAL  REPURCHASES.  Upon two Business Days' notice to the
Agent, the Seller may repurchase the entire Sold Interest from the Purchasers at
a price equal to the  outstanding  Matured  Aggregate  Investment  and all other
amounts then owed hereunder.

     SECTION 1.8.  ASSIGNMENT OF PURCHASE  AGREEMENT.  The Seller hereby assigns
and  otherwise  transfers  to the Agent  (for the  benefit  of the  Agent,  each
Purchaser and any other Person to whom any amount is owed hereunder), all of the
Seller's right, title and interest in, to and under the Purchase Agreement.  The
Seller shall  execute,  file and record all financing  statements,  continuation
statements and other documents  required to perfect or protect such  assignment.
This assignment includes (a) all monies due and to become due to the Seller from
the Originator or the Parent under or in connection with the Purchase  Agreement
(including fees, expenses,  costs, indemnities and damages for the breach of any
obligation  or  representation  related to such  agreement)  and (b) all rights,
remedies,  powers, privileges and claims of the Seller against the Originator or
the Parent under or in connection with the Purchase Agreement. All provisions of
the Purchase Agreement shall inure to the benefit of, and may be relied upon by,
the  Agent,  each  Purchaser  and each  such  other  Person.  At any time that a
Termination Event has occurred and is continuing,  the Agent shall have the sole
right to enforce the Seller's  rights and remedies under the Purchase  Agreement
to the same extent as the Seller could absent this  assignment,  but without any
obligation  on the part of the Agent,  any Purchaser or any other such Person to
perform any of the  obligations  of the Seller under the Purchase  Agreement (or
the promissory note executed thereunder).  All amounts distributed to the Seller
under the Purchase  Agreement  from  Receivables  sold to the Seller  thereunder
shall  constitute  Collections  hereunder  and shall be  applied  in  accordance
herewith.

                                      -6-
<PAGE>
                                   ARTICLE II
                    SALES TO AND FROM AMSTERDAM; ALLOCATIONS

     SECTION 2.1. REQUIRED  PURCHASES FROM AMSTERDAM.  (a) Amsterdam may, at any
time, and on the earlier of the Amsterdam Termination Date and ten Business Days
following the Agent and Amsterdam  learning of a continuing  Termination  Event,
Amsterdam  shall,  sell to the  Committed  Purchasers  pursuant to the  Transfer
Agreement any percentage  designated by Amsterdam of Amsterdam's  Investment and
its related Amsterdam Settlement (each, a "PUT").

     (b) Any portion of Amsterdam's  Investment and related Amsterdam Settlement
purchased by a Committed  Purchaser shall be considered part of such Purchaser's
Investment and related  Amsterdam  Settlement from the date of the relevant Put.
Immediately  upon any  purchase by the  Committed  Purchasers  of any portion of
Amsterdam's  Investment,  the  Seller  shall pay to the Agent  (for the  ratable
benefit  of such  Purchasers)  an  amount  equal to the sum of (i) the  Assigned
Amsterdam  Settlement and (ii) all unpaid Discount owed to Amsterdam (whether or
not  then  due)  to the end of each  applicable  Tranche  Period  to  which  any
Investment  being Put has been  allocated,  (iii) all  accrued  but unpaid  fees
(whether or not then due)  payable to Amsterdam  in  connection  herewith at the
time of such  purchase  and (iv) all  accrued  and unpaid  costs,  expenses  and
indemnities due to Amsterdam from the Seller in connection herewith.

     (c) The proceeds  from each Put  received by Amsterdam  (other than amounts
described  in  clauses  (iii)  and  (iv) of the  preceding  sentence),  shall be
transferred into the Special Transaction  Subaccount and used solely to pay that
portion  of the  outstanding  commercial  paper of  Amsterdam  issued to fund or
maintain  the  Investment  of  Amsterdam  so  transferred.  Until  used  to  pay
commercial  paper,  all proceeds of any Put  pursuant to this  Section  shall be
invested in Permitted  Investments.  All earnings on such Permitted  Investments
shall be promptly remitted to the Seller.

     SECTION 2.2.  PURCHASES BY AMSTERDAM.  Amsterdam may at any time deliver to
the  Agent  and  each  Committed  Purchaser  a  notification  of  assignment  in
substantially  the form of Exhibit A to the  Transfer  Agreement.  If  Amsterdam
delivers  such notice,  each  Committed  Purchaser  shall sell to Amsterdam  and
Amsterdam shall purchase in full from each Committed  Purchaser,  the Investment
of the Committed  Purchasers on the last day of the relevant Tranche Periods, at
a purchase  price equal to such  Investment  plus  accrued  and unpaid  Discount
thereon.  Any sale from any  Committed  Purchaser to Amsterdam  pursuant to this
Section 2.2 shall be without recourse, representation or warranty except for the
representation and warranty that the Investment sold by such Committed Purchaser
is free and clear of any  Adverse  Claim  created or  granted by such  Committed
Purchaser and that such Purchaser has not suffered a Bankruptcy Event.

     SECTION 2.3. ALLOCATIONS AND DISTRIBUTIONS.

     (a)  AMSTERDAM  TERMINATION  AND  NON-REINVESTMENT   PERIODS.   Before  the
Liquidity  Termination Date unless an Interim Liquidation is in effect, during a
period  that  Amsterdam  has  an  outstanding   Investment  and  is  not  making
Reinvestment Purchases (as established under Section 1.1(d)) and at all times on

                                      -7-
<PAGE>
and  after  the  Amsterdam  Termination  Date,  the  Collection  Agent (i) shall
separately  account  for and  thereby be deemed to set aside and hold solely for
the benefit of Amsterdam (or deliver to the Agent, if so instructed  pursuant to
Section 3.2(a)) Amsterdam's Purchase Interest in all Collections received during
such period and (ii) shall  distribute on the last day of each CP Tranche Period
to the Agent (for the benefit of Amsterdam) the amounts so separately  accounted
for and deemed set aside up to the amount of Amsterdam's Investment allocated to
such Tranche  Period and, to the extent not already  paid in full,  all Discount
thereon and all other amounts then due from the Seller in  connection  with such
Investment  and  Tranche  Period.  The  Collection  Agent need only  report such
amounts  separately  accounted for and deemed set aside on the Periodic  Reports
delivered  pursuant to Section  3.3. As provided in Section  1.4(c) all Discount
and other amounts  payable  hereunder  other than  Investment are payable by the
Seller.  If any part of the Sold Interest in any  Collections  is applied to pay
any such amounts pursuant to this Section 2.3(a) and after giving effect to such
application  the Sold Interest is greater than 100%, the Seller shall pay to the
Collection  Agent the amount so applied  to the extent  necessary  so that after
giving  effect to such payment the Sold  Interest is no greater  than 100%,  for
distribution as part of the Sold Interest in Collections.

     (b) LIQUIDITY TERMINATION DATE AND INTERIM LIQUIDATIONS. During any Interim
Liquidation  and on each day on and after  the  Liquidity  Termination  Date the
Collection Agent shall separately account for and thereby be deemed to set aside
and hold solely for the account of the Agent, for the benefit of the Purchasers,
(or deliver to the Agent, if so instructed  pursuant to Section 3.2(a)) the Sold
Interest in all Collections so received and such Collections  shall be allocated
as follows:

          (i)  FIRST,  only  so long as (A)  the  sum of the  Matured  Value  of
     Amsterdam's  Investment,  the Matured  Value of each  Liquidity  Provider's
     Investment,  and the Enhancer's  Investment is less than (B) the product of
     the Sold Interest  multiplied by the Eligible  Receivables  Balance, to the
     payment of all Discount then due but not already paid to the Enhancer;

          (ii) SECOND,  to Amsterdam  and to the Liquidity  Providers  (ratably,
     based on the  Matured  Value of their  respective  Investments)  until  all
     Investment  of, and  Discount  due but not already  paid to, the  Liquidity
     Providers and Amsterdam have been paid in full;

          (iii) THIRD, to the Enhancer until all Investment of, and Discount due
     but not already paid to, the Enhancer have been paid in full;

          (iv) FOURTH,  to the  Purchasers  until all other  amounts owed to the
     Purchasers have been paid in full;

          (v) FIFTH,  to the Agent until all amounts owed to the Agent have been
     paid in full;

          (vi) SIXTH, to any other Person to whom any amounts are owed under the
     Transaction Documents until all such amounts have been paid in full; and

                                      -8-
<PAGE>
          (vii) SEVENTH,  to the Seller (or as otherwise  required by applicable
     law).

Unless an Interim Liquidation has ended by such date (in which case Reinvestment
Purchases  shall resume to the extent provided in Section  1.1(d)),  on the last
day of each Tranche Period (unless otherwise instructed by the Agent pursuant to
Section  3.2(a)),  the Collection  Agent shall deposit into the Agent's Account,
from such separately accounted for and deemed set aside Collections, all amounts
allocated to such Tranche Period and all Tranche  Periods that ended before such
date that are due in accordance with the priorities in clauses  (i)-(iii) above.
No  distributions  shall be made to pay amounts under clauses (iv) - (vii) until
sufficient  Collections have been separately  accounted for and deemed set aside
to pay all amounts  described in clauses (i) - (iii) that may become payable for
all outstanding  Tranche Periods.  All  distributions by the Agent shall be made
ratably  within each priority level in accordance  with the  respective  amounts
then due each Person included in such level unless otherwise agreed by the Agent
and all Purchasers. As provided in Section 1.4(c) all Discount and other amounts
payable  hereunder other than Investment are payable by the Seller.  If any part
of the Sold  Interest  in any  Collections  is applied  to pay any such  amounts
pursuant to this Section 2.3(b) and after giving effect to such  application the
Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent
the amount so applied to the extent  necessary  so that after  giving  effect to
such payment the Sold Interest is no greater than 100%, for distribution as part
of the Sold Interest in Collections.

                                   ARTICLE III
                         ADMINISTRATION AND COLLECTIONS

     SECTION  3.1.   APPOINTMENT  OF  COLLECTION   AGENT.   (a)  The  servicing,
administering  and collecting of the Receivables  shall be conducted by a Person
(the "COLLECTION  AGENT") designated to so act on behalf of the Purchasers under
this Article III. As the Initial  Collection  Agent,  the  Originator  is hereby
designated  as,  and  agrees to  perform  the  duties  and  obligations  of, the
Collection Agent. The Originator  acknowledges that the Agent and each Purchaser
have relied on the  Originator's  agreement to act as Collection  Agent (and the
agreement of any of the sub-collection  agents to so act) in making the decision
to execute and deliver this  Agreement  and agrees that it will not  voluntarily
resign as Collection  Agent nor permit any  sub-collection  agent to voluntarily
resign  as a  sub-collection  agent.  At any  time  after  the  occurrence  of a
Collection  Agent  Replacement  Event,  the Agent may designate a new Collection
Agent to succeed the Originator (or any successor Collection Agent).

     (b) The Originator  may, and if requested by the Agent shall,  delegate its
duties and  obligations  as  Collection  Agent to the Parent or other  Affiliate
(acting  as  a  sub-collection  agent).  Notwithstanding  such  delegation,  the
Originator  shall remain  primarily liable for the performance of the duties and
obligations so delegated,  and the Agent and each Purchaser shall have the right
to look solely to the Originator for such performance. The Agent may at any time
after the occurrence of a Collection Agent  Replacement  Event remove or replace
any sub-collection agent.

     (c) If replaced,  the Collection  Agent agrees it will terminate,  and will
cause each existing sub-collection agent to terminate, its collection activities
in a  manner  requested  by the  Agent to  facilitate  the  transition  to a new
Collection  Agent.  The Collection Agent shall cooperate with and assist any new

                                      -9-
<PAGE>
Collection Agent (including  providing access to, and transferring,  all Records
and allowing (to the extent  permitted by  applicable  law and contract) the new
Collection  Agent  to use  all  licenses,  hardware  or  software  necessary  or
desirable to collect the Receivables).  The Originator irrevocably agrees to act
(if  requested  to do so) as the  data-processing  agent for any new  Collection
Agent  in  substantially  the  same  manner  as the  Originator  conducted  such
data-processing functions while it acted as the Collection Agent.

     SECTION 3.2.  DUTIES OF COLLECTION  AGENT.  (a) The Collection  Agent shall
take,  or cause to be taken,  all action  necessary or advisable to collect each
Receivable in accordance with this Agreement,  the Credit and Collection  Policy
and all applicable laws, rules and regulations using the skill and attention the
Collection Agent exercises in collecting  other  receivables or obligations owed
solely to it. The Collection  Agent shall,  in accordance  herewith,  separately
account  for (and  thereby  deemed  to set  aside)  all  Collections  to which a
Purchaser is entitled.  If so instructed by the Agent, after the occurrence of a
Collection Agent  Replacement  Event, the Collection Agent shall transfer to the
Agent the  amount of  Collections  to which  the  Agent and the  Purchasers  are
entitled  by the  Business  Day  following  receipt.  Each party  hereto  hereby
appoints the Collection  Agent to enforce such Person's  rights and interests in
the  Receivables,  but  (notwithstanding  any other provision in any Transaction
Document)  the Agent shall at all times  after the  occurrence  of a  Collection
Agent  Replacement  Event have the sole right to direct the Collection  Agent to
commence or settle any legal action to enforce collection of any Receivable.

     (b) If no Termination Event exists and the Collection Agent determines that
such action is appropriate in order to maximize the Collections,  the Collection
Agent may,  in  accordance  with the Credit and  Collection  Policy,  extend the
maturity of any  Receivable  (but no such  extension  shall be for a period more
than thirty (30) days) or adjust the outstanding balance of any Receivable.  Any
such  extension or  adjustment  shall not alter the status of a Receivable  as a
Defaulted  Receivable or Delinquent  Receivable or limit any rights of the Agent
or the Purchasers hereunder. If a Termination Event exists, the Collection Agent
may make such  extensions  or  adjustments  only with the prior  consent  of the
Instructing Group.

     (c) The  Collection  Agent shall turn over to the Seller (i) any percentage
of  Collections in excess of the Sold  Interest,  less all reasonable  costs and
expenses of the Collection Agent for servicing, collecting and administering the
Receivables and (ii) subject to Section 1.5(d),  the collections and records for
any  indebtedness  owed to the Seller that is not a Receivable.  The  Collection
Agent shall have no  obligation to remit any such funds or records to the Seller
until the Collection  Agent receives  evidence  (satisfactory to the Agent) that
the Seller is entitled to such items.  The  Collection  Agent has no obligations
concerning  indebtedness  that is not a  Receivable  other than to  deliver  the
collections  and records for such  indebtedness  to the Seller when  required by
this Section 3.2(c).

     SECTION  3.3.  REPORTS.  On or before the  fifteenth  Business  Day of each
month,  and at such other times  covering  such other periods as is requested by
the Agent or the Instructing  Group,  the Collection  Agent shall deliver to the
Agent a  report  reflecting  information  as of the  close  of  business  of the
Collection  Agent for the  immediately  preceding  calendar  month or such other
preceding  period as is requested  (each a "PERIODIC  REPORT"),  containing  the

                                      -10-
<PAGE>
information  described  on  Exhibit C (with  such  modifications  or  additional
information as requested by the Agent or the Instructing Group).

     SECTION 3.4. LOCK-BOX ARRANGEMENTS.  The Agent is hereby authorized to give
notice at any time after the occurrence of a Collection Agent  Replacement Event
to any or all Lock-Box  Banks that the Agent is exercising  its rights under the
Lock-Box Letters and to take all actions  permitted under the Lock-Box  Letters.
The Seller agrees to take any action  requested by the Agent to  facilitate  the
foregoing. After the Agent takes any such action under the Lock-Box Letters, the
Seller shall  immediately  deliver to the Agent any Collections  received by the
Seller.  If the Agent takes  control of any  Lock-Box  Account,  the Agent shall
distribute  Collections it receives in accordance  herewith and shall deliver to
the Collection  Agent, for distribution  under Section 3.2, all other amounts it
receives from such Lock-Box Account.

     SECTION 3.5.  ENFORCEMENT  RIGHTS.  (a) The Agent may at any time after the
occurrence of a Collection Agent  Replacement  Event direct the Obligors and the
Lock-Box Banks to make all payments on the Receivables  directly to the Agent or
its  designee.  The Agent may,  and the  Seller  shall at the  Agent's  request,
withhold the identity of the  Purchasers  from the Obligors and Lock-Box  Banks.
Upon the Agent's request after the occurrence of a Collection Agent  Replacement
Event,  the  Seller  (at the  Seller's  expense)  shall (i) give  notice to each
Obligor of the Agent's  ownership of the Sold  Interest and direct that payments
on Receivables be made directly to the Agent or its designee,  (ii) assemble for
the Agent all  Records  and  collateral  security  for the  Receivables  and the
Related Security and transfer to the Agent (or its designee),  or (to the extent
permitted by applicable law and contract) license to the Agent (or its designee)
the use of, all software  useful to collect the  Receivables and (iii) segregate
in a manner  acceptable to the Agent all  Collections  the Seller  receives and,
promptly  upon  receipt,  remit  such  Collections  in the form  received,  duly
endorsed or with duly  executed  instruments  of  transfer,  to the Agent or its
designee.

     (b) After the  occurrence  of a Collection  Agent  Replacement  Event,  the
Seller hereby  irrevocably  appoints the Agent as its  attorney-in-fact  coupled
with an interest, with full power of substitution and with full authority in the
place of the Seller, to take any and all steps deemed desirable by the Agent, in
the name and on behalf of the Seller to (i)  collect  any  amounts due under any
Receivable,  including  endorsing  the name of the  Seller on  checks  and other
instruments  representing  Collections  and enforcing such  Receivables  and the
Related  Security,  and (ii)  exercise  any and all of the  Seller's  rights and
remedies  under the Purchase  Agreement  and the Limited  Guaranty.  The Agent's
powers under this Section 3.5(b) shall not subject the Agent to any liability if
any action taken by it proves to be inadequate or invalid, nor shall such powers
confer any obligation whatsoever upon the Agent.

     (c) Neither the Agent nor any Purchaser  shall have any  obligation to take
or consent to any action to realize upon any  Receivable or Related  Security or
to enforce any rights or remedies related thereto.

     SECTION 3.6.  COLLECTION  AGENT FEE. On or before the twentieth day of each
calendar  month,  the  Seller  shall pay to the  Collection  Agent a fee for the
immediately  preceding  calendar  month as  compensation  for its services  (the
"COLLECTION AGENT FEE") equal to (a) at all times the Originator or an Affiliate

                                      -11-
<PAGE>
of any Swift Entity is the Collection Agent, such consideration as is acceptable
to it, the receipt and sufficiency of which is hereby  acknowledged,  and (b) at
all times any other Person is the Collection  Agent, a reasonable  amount agreed
upon  by the  Agent  and the  new  Collection  Agent  on an  arm's-length  basis
reflecting rates and terms prevailing in the market at such time. The Collection
Agent may apply to payment of the  Collection  Agent Fee only the portion of the
Collections  in  excess  of  the  Sold  Interest  plus   Collections  that  fund
Reinvestment  Purchases.  The Agent may,  with the  consent  of the  Instructing
Group,  pay the  Collection  Agent  Fee to the  Collection  Agent  from the Sold
Interest in  Collections.  The Seller shall be  obligated to reimburse  any such
payment.

     SECTION 3.7.  RESPONSIBILITIES  OF THE SELLER.  The Seller shall,  or shall
cause the Originator  to, pay when due all Taxes payable in connection  with the
Receivables  and the Related  Security or their  creation or  satisfaction.  The
Seller shall,  and shall cause the Originator to, perform all of its obligations
under agreements related to the Receivables and the Related Security to the same
extent as if interests in the Receivables and the Related  Security had not been
transferred  hereunder  or, in the case of the  Originator,  under the  Purchase
Agreement. The Agent's or any Purchaser's exercise of any rights hereunder shall
not  relieve the Seller or the  Originator  from such  obligations.  Neither the
Agent nor any Purchaser  shall have any  obligation to perform any obligation of
the  Seller  or of the  Originator  or any  other  obligation  or  liability  in
connection with the Receivables or the Related Security.

     SECTION 3.8.  ACTIONS BY SELLER.  The Seller shall defend and indemnify the
Agent and each Purchaser against all costs, expenses, claims and liabilities for
any action taken by the Seller,  the  Originator  or any other  Affiliate of the
Seller or of the Originator  (whether  acting as Collection  Agent or otherwise)
related to any  Receivable  and the  Related  Security,  or  arising  out of any
alleged failure of compliance of any Receivable or the Related Security with the
provisions of any law or  regulation.  If any goods related to a Receivable  are
repossessed,  the Seller agrees to resell,  or to have the Originator or another
Affiliate resell, such goods in a commercially reasonable manner for the account
of the Agent and remit, or have remitted,  to the Agent the Purchasers' share in
the gross sale proceeds thereof net of any out-of-pocket expenses and any equity
of redemption of the Obligor thereon. Any such moneys collected by the Seller or
the  Originator  or other  Affiliate of the Seller  pursuant to this Section 3.8
shall be segregated  and held in trust for the Agent and remitted to the Agent's
Account  within one  Business  Day of receipt  as part of the Sold  Interest  in
Collections for application as provided herein.

     SECTION 3.9.  INDEMNITIES BY THE  COLLECTION  AGENT.  Without  limiting any
other  rights  any  Person  may have  hereunder  or under  applicable  law,  the
Collection  Agent  hereby  indemnifies  and  holds  harmless  the Agent and each
Purchaser and their respective officers,  directors,  agents and employees (each
an "INDEMNIFIED  PARTY") from and against any and all damages,  losses,  claims,
liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and
court costs) (all of the foregoing  collectively,  the "INDEMNIFIED  LOSSES") at
any time  imposed on or  incurred  by any  Indemnified  Party  arising out of or
otherwise relating to:

          (i)  any  representation  or  warranty  made  by or on  behalf  of the
     Collection Agent in this Agreement,  any other  Transaction  Document,  any
     Periodic  Report  or any  other  information  or  report  delivered  by the

                                      -12-
<PAGE>
     Collection Agent pursuant hereto,  which shall have been false or incorrect
     in any material respect when made;

          (ii) the failure by the Collection Agent to comply with any applicable
     law, rule or regulation related to any Receivable or the Related Security;

          (iii) any loss of a perfected security interest (or in the priority of
     such security  interest) as a result of any  commingling  by the Collection
     Agent of funds to which the Agent or any  Purchaser  is entitled  hereunder
     with any other funds; or

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

whether  arising by reason of the acts to be performed by the  Collection  Agent
hereunder or otherwise,  excluding only  Indemnified  Losses to the extent (a) a
final  judgment  of a court  of  competent  jurisdiction  determined  that  such
Indemnified  Losses resulted solely from gross negligence or willful  misconduct
of the Indemnified Party seeking  indemnification,  (b) solely due to the credit
risk of the Obligor and for which reimbursement would constitute recourse to the
Collection Agent for uncollectible  Receivables,  or (c) such Indemnified Losses
include  Taxes on, or  measured  by, the  overall net income of the Agent or any
Purchaser  computed  in  accordance  with  the  Intended  Tax  Characterization;
PROVIDED,  HOWEVER,  that  nothing  contained in this  sentence  shall limit the
liability  of the  Collection  Agent or limit the recourse of the Agent and each
Purchaser  to the  Collection  Agent  for  any  amounts  otherwise  specifically
provided to be paid by the Collection Agent hereunder.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.1.  REPRESENTATIONS  AND  WARRANTIES.  The Seller  represents and
warrants to the Agent and each Purchaser that:

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

     (b) CORPORATE AUTHORIZATION AND NO CONTRAVENTION.  The execution,  delivery
and performance by each of the Seller and each Swift Entity of each  Transaction

                                      -13-
<PAGE>
Document to which it is a party (i) are within its corporate  powers,  (ii) have
been duly authorized by all necessary corporate action,  (iii) do not contravene
or constitute a default under (A) any applicable  law, rule or  regulation,  (B)
its or any Subsidiary's charter or by-laws or (C) any agreement,  order or other
instrument  to which it or any  Subsidiary is a party or its property is subject
and (iv) will not result in any  Adverse  Claim on any  Receivable,  the Related
Security or Collection or give cause for the acceleration of any indebtedness of
the Seller, any Swift Entity or any Subsidiary.

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

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

     (e)  PERFECTION OF OWNERSHIP  INTEREST.  Immediately  preceding its sale of
Receivables  to the Seller,  the  Originator  was the owner of, and  effectively
sold, such  Receivables to the Seller,  free and clear of any Adverse Claim. The
Seller owns the  Receivables  free of any Adverse Claim other than the interests
of the Purchasers  (through the Agent) therein that are created hereby, and each
Purchaser  shall  at all  times  have a  valid  undivided  percentage  ownership
interest,  which  shall be a first  priority  perfected  security  interest  for
purposes  of  Article  9 of  the  applicable  Uniform  Commercial  Code,  in the
Receivables  and  Collections  to the extent of its  Purchase  Interest  then in
effect.

     (f) ACCURACY OF INFORMATION.  All information  furnished by the Seller, any
Swift Entity or any  Affiliate of any such Person to the Agent or any  Purchaser
in connection with any  Transaction  Document,  or any transaction  contemplated
thereby, is true and accurate in all material respects (and is not incomplete by
omitting  any  information  necessary  to prevent  such  information  from being
materially misleading).

     (g) NO ACTIONS,  SUITS.  There are no actions,  suits or other  proceedings
(including  matters relating to environmental  liability)  pending or threatened
against or affecting the Seller,  any Swift Entity or any Subsidiary,  or any of
their respective properties,  that (i) if adversely determined  (individually or
in the aggregate), may have a material adverse effect on the financial condition
of the Seller,  any Swift Entity or any Subsidiary or on the collectibility of a
material portion of the Receivables or (ii) involve any Transaction  Document or
any transaction  contemplated  thereby.  None of the Seller, any Swift Entity or
any  Subsidiary is in default of any  contractual  obligation or in violation of
any order,  rule or regulation of any Governmental  Authority,  which default or
violation may have a material adverse effect upon (i) the financial condition of

                                      -14-
<PAGE>
the Seller, the Swift Entities and the Subsidiaries taken as a whole or (ii) the
collectibility of a material portion of the Receivables.

     (h) NO MATERIAL ADVERSE CHANGE. Since September 30, 1999, there has been no
material  adverse  change  in  the  collectibility  of  the  Receivables  or the
Seller's,  any Swift  Entity's  or any  Subsidiary's  (i)  financial  condition,
business,  operations  or prospects  or (ii) ability to perform its  obligations
under any Transaction Document.

     (i)  ACCURACY  OF  EXHIBITS;  LOCK-BOX  ARRANGEMENTS.  All  information  on
Exhibits D-F  (listing  offices and names of the Seller and the  Originator  and
where they  maintain  Records;  the  Subsidiaries;  and Lock  Boxes) is true and
complete,  subject to any  changes  permitted  by, and  notified to the Agent in
accordance  with,  Article V. The Seller has  delivered  a copy of all  Lock-Box
Agreements to the Agent. The Seller has not granted any interest in any Lock-Box
or Lock-Box  Account to any Person other than the Agent and,  upon delivery to a
Lock-Box  Bank of the related  Lock-Box  Letter,  the Agent will have  exclusive
ownership and control of the Lock-Box Account at such Lock-Box Bank.

     (j) SALES BY THE  ORIGINATOR.  Each sale by the Originator to the Seller of
an interest in  Receivables  and their  Collections  has been made in accordance
with the terms of the Purchase Agreement, including the payment by the Seller to
the Originator of the purchase price described in the Purchase  Agreement.  Each
such sale has been made for "REASONABLY  EQUIVALENT VALUE" (as such term is used
in Section 548 of the Bankruptcy  Code) and not for or on account of "ANTECEDENT
DEBT" (as such term is used in Section 547 of the  Bankruptcy  Code) owed by the
Originator to the Seller.

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

                                    ARTICLE V
                                    COVENANTS

     SECTION  5.1.  COVENANTS OF THE SELLER.  The Seller  hereby  covenants  and
agrees to comply with the following  covenants and agreements,  unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

                                      -15-
<PAGE>
     (a) FINANCIAL REPORTING.  The Seller will, and will cause each Swift Entity
and  each  Subsidiary  to,  maintain  a system  of  accounting  established  and
administered  in  accordance  with GAAP and will  furnish  to the Agent and each
Purchaser:

          (i) ANNUAL FINANCIAL STATEMENTS. Within 90 days after each fiscal year
     of (A)  the  Parent  copies  of its  annual  audited  financial  statements
     (including a consolidated balance sheet,  consolidated  statement of income
     and retained earnings and statement of cash flows, with related  footnotes)
     certified by independent  certified public accountants  satisfactory to the
     Agent and prepared on a consolidated basis in conformity with GAAP, and (B)
     each of the Seller and the  Originator  the annual  balance  sheet for such
     Person  (and,  additionally  for the  Seller,  an  annual  profit  and loss
     statement)  certified by a Designated  Financial  Officer thereof,  in each
     case prepared on a  consolidated  basis in  conformity  with GAAP as of the
     close of such fiscal year for the fiscal year then ended;

          (ii) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after each (except
     the last) fiscal  quarter of each fiscal year of (A) the Parent,  copies of
     its  unaudited  financial  statements  (including  at least a  consolidated
     balance  sheet as of the close of such quarter and  statements  of earnings
     and sources and  applications of funds for the period from the beginning of
     the fiscal year to the close of such  quarter)  certified  by a  Designated
     Financial  Officer and prepared in a manner  consistent  with the financial
     statements  described in part (A) of clause (i) of this Section  5.l(a) and
     (B) each of the Seller and the Originator,  the quarterly balance sheet for
     such Person (and, additionally for the Seller, a profit and loss statement)
     for the period from the  beginning of such fiscal year to the close of such
     quarter,  in each case certified by a Designated  Financial Officer thereof
     and prepared in a manner  consistent with part (B) of clause (i) of Section
     5.1(a);

          (iii)  OFFICER'S  CERTIFICATE.  Each  time  financial  statements  are
     furnished  pursuant  to  clause  (i) or  (ii)  of this  Section  5.1(a),  a
     compliance certificate (in substantially the form of Exhibit H) signed by a
     Designated Financial Officer,  dated the date of such financial statements,
     and  containing  a  computation  of  each  of  the  financial   ratios  and
     restrictions contained herein and in the Limited Guaranty;

          (iv) PUBLIC REPORTS.  Promptly upon becoming available, a copy of each
     report or proxy statement filed by the Parent with the Securities  Exchange
     Commission or any securities exchange; and

          (v)  OTHER  INFORMATION.  Promptly,  from  time to  time,  such  other
     information  regarding  the  operations,  business  affairs  and  financial
     condition  of the Seller or Parent as may be  requested by the Agent or any
     Purchaser (with a copy of such request to the Agent).

     (b) NOTICES.  Promptly and in any event  within  three  Business  Days upon
becoming  aware of any of the  following  the Seller  will  notify the Agent and
provide a description of:

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

                                      -16-
<PAGE>
          (ii) REPRESENTATIONS AND WARRANTIES. The failure of any representation
     or warranty herein to be true (when made or at any time  thereafter) in any
     material respect;

          (iii)  LITIGATION.  The  institution  of any  litigation,  arbitration
     proceeding  or  governmental  proceeding  reasonably  likely to result in a
     liability in excess of $1,000,000 to any Swift  Entity,  any  Subsidiary or
     the collectibility or quality of material portion of the Receivables;

          (v) JUDGMENTS. The entry of any judgment or decree against the Seller,
     any Swift Entity or any Subsidiary if the aggregate amount of all judgments
     then   outstanding   against  the  Seller,   the  Swift  Entities  and  the
     Subsidiaries exceeds $1,000,000; or

          (vi)  CHANGES IN BUSINESS.  Any change in, or proposed  change in, the
     character   of  any  Swift   Entity's   business   that  could  impair  the
     collectibility or quality of a material portion of the Receivables.

If the Agent  receives  such a notice,  the Agent  shall  promptly  give  notice
thereof to each  Purchaser  and,  until  Amsterdam has no  Investment  after the
Amsterdam Termination Date, to each CP Dealer and each Rating Agency.

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

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

     (e)  FURNISHING  INFORMATION  AND  INSPECTION  OF RECORDS.  The Seller will
furnish  to the  Agent  and  the  Purchasers  such  information  concerning  the
Receivables  and the Related  Security as the Agent or a Purchaser  may request.
The Seller will, and will cause the  Originator  to, permit,  at any time during
regular  business  hours,  the Agent or any  Purchaser  (or any  representatives
thereof)  (i) to  examine  and make  copies  of all  Records,  (ii) to visit the
offices and  properties  of the Seller for the purpose of examining  the Records
and (iii) to discuss  matters  relating  hereto with any of the  Seller's or the
Originator's  officers,  directors,  employees or independent public accountants
having knowledge of such matters.  Once a year, the Agent may (at the expense of
the Seller) have an independent  public  accounting firm conduct an audit of the
Records or make test verifications of the Receivables and Collections.

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

                                      -17-
<PAGE>
give the Agent prior notice of any material  change in such  administrative  and
operating procedures.

          (ii) The Seller will, (A) at all times from and after the date hereof,
     clearly and  conspicuously  mark its  computer  and master data  processing
     books and records with a legend  describing the Agent's and the Purchasers'
     interest in the Receivables and the Collections and (B) upon the request of
     the Agent in the case of Receivables  constituting  chattel paper,  so mark
     each  contract  relating to a Receivable  and deliver to the Agent all such
     contracts  (including all multiple  originals of such contracts),  with any
     appropriate  endorsement  or  assignment,  or  segregate  (from  all  other
     receivables then owned or being serviced by the Seller) the Receivables and
     all contracts relating to each Receivable and hold in trust and safely keep
     such  contracts so legended in separate  filing  cabinets or other suitable
     containers at such locations as the Agent may specify.

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

          (ii) The Seller will,  and will cause the  Originator  to, only change
     its name,  identity or corporate  structure or relocate its chief executive
     office or the  Records  following  thirty (30) days  advance  notice to the
     Agent  and  the  delivery  to  the  Agent  of  all  financing   statements,
     instruments and other documents  (including direction letters) requested by
     the Agent.

          (iii) Each of the Seller and the Originator will at all times maintain
     its chief executive offices within a jurisdiction in the USA (other than in
     the states of Florida,  Maryland and  Tennessee)  in which Article 9 of the
     UCC is in effect. If the Seller or the Originator moves its chief executive
     office to a location that imposes  Taxes,  fees or other charges to perfect
     the  Agent's  and  the  Purchasers'  interests  hereunder  or the  Seller's
     interests  under  the  Purchase  Agreement,  the  Seller  will pay all such
     amounts and any other costs and expenses  incurred in order to maintain the
     enforceability  of the  Transaction  Documents,  the Sold  Interest and the
     interests of the Agent and the Purchasers in the  Receivables,  the Related
     Security, Collections, Purchase Agreement and Lock-Box Accounts.

     (h)  PERFORMANCE  OF DUTIES.  The Seller will perform,  and will cause each
Swift  Entity and  Subsidiary  and the  Collection  Agent (if an  Affiliate)  to
perform,  its respective duties or obligations in accordance with the provisions
of each of the Transaction Documents. The Seller (at its expense) will, and will
cause each  Swift  Entity  to,  (i) fully and  timely  perform  in all  material

                                      -18-
<PAGE>
respects all  agreements  required to be observed by it in connection  with each
Receivable,  (ii) comply in all material respects with the Credit and Collection
Policy,  and (iii)  refrain  from any  action  that may impair the rights of the
Agent or the Purchasers in the Receivables,  the Related Security,  Collections,
Purchase Agreement or Lock-Box Accounts.

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

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

     (k) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise permitted in
Section  3.2(b) and then  subject to Section  1.5, the Seller will not, and will
not permit the Originator to, extend, amend, rescind or cancel any Receivable.

     (l) CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. The Seller will not
make any material change in the character of its business and will not, and will
not  permit  the  Originator  to,  make any  material  change to the  Credit and
Collection Policy.

                                   ARTICLE VI
                                 INDEMNIFICATION

     SECTION 6.1.  INDEMNITIES BY THE SELLER.  Without limiting any other rights
any  Person may have  hereunder  or under  applicable  law,  the  Seller  hereby
indemnifies  and  holds  harmless,  on an  after-Tax  basis,  the Agent and each
Purchaser and their respective officers,  directors,  agents and employees (each
an "INDEMNIFIED  PARTY") from and against any and all damages,  losses,  claims,

                                      -19-
<PAGE>
liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and
court costs) (all of the foregoing  collectively,  the "INDEMNIFIED  LOSSES") at
any time  imposed on or  incurred  by any  Indemnified  Party  arising out of or
otherwise relating to any Transaction  Document,  the transactions  contemplated
thereby  or any  action  taken  or  omitted  by any of the  Indemnified  Parties
(including  any  action  taken by the Agent as  attorney-in-fact  for the Seller
pursuant  to  Section  3.5(b)),  whether  arising  by  reason  of the acts to be
performed  by the Seller  hereunder or  otherwise,  excluding  only  Indemnified
Losses to the extent (a) a final  judgment of a court of competent  jurisdiction
holds such  Indemnified  Losses resulted solely from gross negligence or willful
misconduct of the Indemnified Party seeking  indemnification,  (b) solely due to
the credit  risk of the  Obligor and for which  reimbursement  would  constitute
recourse to the Seller or the Collection Agent for uncollectible  Receivables or
(c) such  Indemnified  Losses  include Taxes on, or measured by, the overall net
income of the Agent or any Purchaser  computed in  accordance  with the Intended
Tax  Characterization.  Without  limiting  the  foregoing  indemnification,  but
subject to the limitations set forth in clauses (a), (b) and (c) of the previous
sentence,  the Seller shall  indemnify each  Indemnified  Party for  Indemnified
Losses relating to or resulting from:

          (i) any representation or warranty made by the Seller, any other Swift
     Entity or the Collection Agent, to the extent it is a Swift Entity, (or any
     employee or agent of the Seller,  any Swift Entity or the Collection Agent)
     under or in  connection  with this  Agreement,  any Periodic  Report or any
     other information or report delivered by the Seller, any other Swift Entity
     or the  Collection  Agent,  to the  extent it is a Swift  Entity,  pursuant
     hereto,  which shall have been false or incorrect  in any material  respect
     when made or deemed made;

          (ii) the  failure  by the  Seller,  any  other  Swift  Entity,  or the
     Collection  Agent,  to the extent it is a Swift Entity,  to comply with any
     applicable  law,  rule or  regulation  related  to any  Receivable,  or the
     nonconformity  of any  Receivable  with any such  applicable  law,  rule or
     regulation;

          (iii) the  failure  of the Seller to vest and  maintain  vested in the
     Agent, for the benefit of the Purchasers, a perfected ownership or security
     interest in the Sold Interest and the property conveyed pursuant to Section
     1.1(e) and Section 1.8, free and clear of any Adverse Claim;

          (iv) any  commingling  of funds to which the Agent or any Purchaser is
     entitled hereunder with any other funds;

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

          (vi) any dispute,  claim,  offset or defense  (other than discharge in
     bankruptcy of the Obligor) of the Obligor to the payment of any Receivable,
     or any  other  claim  resulting  from  the  sale or  lease  of goods or the
     rendering  of services  related to such  Receivable  or the  furnishing  or
     failure to furnish  any such goods or services  or other  similar  claim or
     defense  not arising  from the  financial  inability  of any Obligor to pay
     undisputed indebtedness;

                                      -20-
<PAGE>
          (vii) any failure of the Seller or any Swift Entity,  or any Affiliate
     of any thereof, to perform its duties or obligations in accordance with the
     provisions  of this  Agreement or any other  Transaction  Document to which
     such Person is a party (as a Collection Agent or otherwise);

          (viii)  any  action  taken by the  Agent as  attorney-in-fact  for the
     Seller pursuant to Section 3.5(b); or

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

     SECTION 6.2.  INCREASED COST AND REDUCED RETURN.  If the adoption after the
date hereof of any  applicable  law, rule or  regulation,  or any change therein
after the date hereof,  or any change in the  interpretation  or  administration
thereof  by any  Governmental  Authority  charged  with  the  interpretation  or
administration thereof, or compliance by any Amsterdam Funding Source, the Agent
or any  Purchaser  (collectively,  the  "FUNDING  PARTIES")  with any request or
directive  (whether or not having the force of law) after the date hereof of any
such  Governmental  Authority (a  "REGULATORY  CHANGE") (a) subjects any Funding
Party to any charge or withholding on or in connection with a Funding  Agreement
or this Agreement (collectively, the "FUNDING Documents") or any Receivable, (b)
changes the basis of  taxation of payments to any of the Funding  Parties of any
amounts  payable under any of the Funding  Documents  (except for changes in the
rate of Tax on the  overall  net income of such  Funding  Party),  (c)  imposes,
modifies or deems applicable any reserve, assessment,  insurance charge, special
deposit or similar  requirement  against  assets  of,  deposits  with or for the
account of, or any credit extended by, any of the Funding  Parties,  (d) has the
effect of reducing the rate of return on such Funding Party's capital to a level
below that which such Funding Party could have  achieved but for such  adoption,
change or compliance  (taking into  consideration  such Funding Party's policies
concerning capital adequacy) or (e) imposes any other condition,  and the result
of any of the foregoing is (x) to impose a cost on, or increase the cost to, any
Funding Party of its  commitment  under any Funding  Document or of  purchasing,
maintaining or funding any interest acquired under any Funding Document,  (y) to
reduce the amount of any sum received or receivable by, or to reduce the rate of
return of, any Funding  Party  under any Funding  Document or (z) to require any
payment  calculated  by  reference  to the amount of  interests  held or amounts
received by it hereunder,  then, upon demand by the Agent,  the Seller shall pay
to the Agent for the  account  of the  Person  such  additional  amounts as will
compensate  the Agent or such  Purchaser  (or,  in the case of  Amsterdam,  will
enable Amsterdam to compensate any Amsterdam  Funding Source) for such increased
cost or reduction.  Without limiting the foregoing,  the Seller acknowledges and
agrees that the fees and other amounts  payable by the Seller to the  Purchasers
and the Agent have been  negotiated on the basis that the unused portion of each
Liquidity  Provider's  Commitment  is treated as a "SHORT TERM  COMMITMENT"  for
which there is no regulatory capital  requirement and the Enhancer's  Commitment
carries the same capital requirement as a funded loan in the same amount. If any
Liquidity  Provider  determines it is required to maintain  capital  against its
Unused  Commitment,  or if the  Enhancer is required to maintain  capital on its
Unused  Commitment (or any Purchaser is required to maintain capital against its
Investment)  in excess of the amount of capital it would be required to maintain

                                      -21-
<PAGE>
against a funded loan in the same amount,  such  Purchaser  shall be entitled to
compensation under this Section 6.2.

     SECTION 6.3. OTHER COSTS AND EXPENSES. The Seller shall pay to the Agent on
demand all reasonable costs and expenses in connection with (a) the preparation,
execution,  delivery and administration  (including amendments of any provision)
of the  Transaction  Documents,  (b) the  sale  of the  Sold  Interest,  (c) the
perfection of the Agent's rights in the  Receivables  and  Collections,  (d) the
enforcement  by the Agent or the  Purchasers  of the  obligations  of the Seller
under the Transaction Documents or of any Obligor under a Receivable and (e) the
maintenance  by the Agent of the  Lock-Boxes  and Lock-Box  Accounts,  including
fees,  costs and expenses of legal counsel for the Agent and Amsterdam  relating
to any of the  foregoing or to advising the Agent,  Amsterdam  and any Amsterdam
Funding Source about its rights and remedies under any  Transaction  Document or
any related Funding Agreement and all costs and expenses (including counsel fees
and expenses) of the Agent,  each Purchaser and each Amsterdam Funding Source in
connection  with the  enforcement  of the  Transaction  Documents or any Funding
Agreement and in connection with the administration of the Transaction Documents
following a  Termination  Event.  The Seller shall  reimburse  Amsterdam for any
amounts  Amsterdam  must pay to any  Amsterdam  Funding  Source  pursuant to any
Funding Agreement on account of any Tax.

     SECTION  6.4.  WITHHOLDING  TAXES.  (a) All  payments  made  by the  Seller
hereunder shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient). If any such
withholding  is so  required,  the Seller  shall make the  withholding,  pay the
amount withheld to the appropriate  authority before penalties attach thereto or
interest  accrues thereon and pay such additional  amount as may be necessary to
ensure that the net amount  actually  received by each  Purchaser  and the Agent
free and clear of such taxes (including such taxes on such additional amount) is
equal to the amount that  Purchaser or the Agent (as the case may be) would have
received had such  withholding not been made. If the Agent or any Purchaser pays
any such taxes,  penalties or interest the Seller shall  reimburse  the Agent or
such  Purchaser  for that payment on demand.  If the Seller pays any such taxes,
penalties or interest,  it shall deliver  official tax receipts  evidencing that
payment or certified  copies  thereof to the Purchaser or Agent on whose account
such  withholding was made (with a copy to the Agent if not the recipient of the
original) on or before the thirtieth day after payment.

     (b) Before the first date on which any amount is payable  hereunder for the
account  of any  Purchaser  not  incorporated  under  the  laws of the USA  such
Purchaser  shall deliver to the Seller and the Agent each two (2) duly completed
copies of United  States  Internal  Revenue  Service  Form  W-8BEN or W-8ECI (or
successor applicable form) certifying that such Purchaser is entitled to receive
payments hereunder without deduction or withholding of any United States federal
income  taxes.  Each such  Purchaser  shall  replace  or update  such forms when
necessary to maintain any applicable  exemption and as requested by the Agent or
the Seller.

     SECTION 6.5.  PAYMENTS AND  ALLOCATIONS.  If any Person seeks  compensation
pursuant to Section 6.1 or 6.2 of this Article VI, such Person shall  deliver to
the  Seller  and the Agent a  certificate  setting  forth the amount due to such
Person, a description of the  circumstance  giving rise thereto and the basis of
the calculations of such amount,  which  certificate  shall be conclusive absent

                                      -22-
<PAGE>
manifest  error.  The  Seller  shall pay to the Agent  (for the  account of such
Person) the amount shown as due on any such certificate  within 10 Business Days
after receipt of the notice.

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

     SECTION 7.1.  CONDITIONS TO CLOSING.  This Agreement shall become effective
on the first date all conditions in this Section 7.1 are satisfied. On or before
such date,  the Seller  shall  deliver to the Agent the  following  documents in
form, substance and quantity acceptable to the Agent:

     (a) A  certificate  of the  Secretary  of each of the Seller and each Swift
Entity  certifying  (i) the  resolutions of the Seller's and each Swift Entity's
board of directors  approving each Transaction  Document to which it is a party,
(ii) the name,  signature,  and  authority  of each  officer who executes on the
Seller's  or  any  Swift  Entity's  behalf  a  Transaction  Document  (on  which
certificate the Agent and each Purchaser may  conclusively  rely until a revised
certificate is received), (iii) the Seller's and each Swift Entity's certificate
or articles of incorporation certified by the Secretary of State of its state of
incorporation,  (iv) a copy of the Seller's and each Swift Entity's  by-laws and
(v)  good  standing  certificates  issued  by the  Secretaries  of State of each
jurisdiction  where the Seller or any Swift  Entity is  incorporated  or has its
principal place of business.

     (b) All instruments and other documents  required,  or deemed  desirable by
the Agent,  to perfect the Agent's first priority  interest in the  Receivables,
Collections, the Purchase Agreement and the Lock-Box Accounts in all appropriate
jurisdictions.

     (c)  For  the  Originator   and  Seller,   UCC  search  reports  from  each
jurisdiction  where such Person is  incorporated  or has its principal  place of
business.

     (d) Executed  copies of (i) all consents  and  authorizations  necessary in
connection with the  Transaction  Documents (ii) all Lock-Box  Letters,  (iii) a
compliance  certificate  in the form of  Exhibit H covering  the  period  ending
November 30, 1999,  (iv) a Periodic Report covering the month ended November 30,
1999 and (v) each Transaction Document.

     (e)  Favorable  opinions  of counsel  to the  Seller and each Swift  Entity
covering such matters as Amsterdam or the Agent may request.

     (f) Such other  approvals,  opinions or documents as the Agent or Amsterdam
may request.

     (g) All legal  matters  related to the  Purchase  are  satisfactory  to the
Purchasers.

     SECTION 7.2. CONDITIONS TO EACH PURCHASE.  The obligation of each Committed
Purchaser to make any Purchase, and the right of the Seller to request or accept
any Purchase,  are subject to the  conditions  (and each Purchase shall evidence

                                      -23-
<PAGE>
the Seller's  representation  and warranty that clauses  (a)-(e) of this Section
7.2 have been  satisfied)  that on the date of such  Purchase  before  and after
giving effect to the Purchase:

     (a) no  Potential  Termination  Event  (or in the  case  of a  Reinvestment
Purchase,  a  Termination  Event) shall then exist or shall occur as a result of
the Purchase;

     (b) the Liquidity Termination Date has not occurred;

     (c)  after  giving  effect  to the  application  of the  proceeds  of  such
Purchase,  (x) the outstanding Matured Aggregate Investment would not exceed the
Aggregate  Commitment and (y) the  outstanding  Aggregate  Investment  would not
exceed the Purchase Limit;

     (d) the  representations and warranties in Section 4.1 are true and correct
in all  material  respects  on and as of such date  (except to the  extent  such
representations  and  warranties  relate  solely to an earlier date and then are
true and correct as of such earlier date); and

     (e) each of the Seller and each Swift Entity is in full compliance with the
Transaction Documents (including all covenants and agreements in Article V).

Nothing in this Section 7.2 limits the  obligations of each Committed  Purchaser
to Amsterdam (including the Transfer Agreement).

                                  ARTICLE VIII
                                    THE AGENT

     SECTION  8.1.   APPOINTMENT  AND   AUTHORIZATION.   Each  Purchaser  hereby
irrevocably  designates and appoints ABN AMRO Bank N.V. as the "AGENT" under the
Transaction  Documents  and  authorizes  the Agent to take such  actions  and to
exercise  such powers as are delegated to the Agent thereby and to exercise such
other powers as are reasonably  incidental thereto. The Agent shall hold, in its
name, for the benefit of each Purchaser, the Purchase Interest of the Purchaser.
The Agent shall not have any duties other than those  expressly set forth in the
Transaction Documents or any fiduciary  relationship with any Purchaser,  and no
implied obligations or liabilities shall be read into any Transaction  Document,
or otherwise exist,  against the Agent. The Agent does not assume,  nor shall it
be deemed to have assumed, any obligation to, or relationship of trust or agency
with, the Seller.  Notwithstanding  any provision of this Agreement or any other
Transaction  Document,  in no event shall the Agent ever be required to take any
action which exposes the Agent to personal liability or which is contrary to the
provision of any Transaction Document or applicable law.

     SECTION 8.2.  DELEGATION OF DUTIES. The Agent may execute any of its duties
through agents or  attorneys-in-fact  and shall be entitled to advice of counsel
concerning  all  matters  pertaining  to such  duties.  The  Agent  shall not be

                                      -24-
<PAGE>
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by it with reasonable care.

     SECTION  8.3.  EXCULPATORY  PROVISIONS.  Neither  the  Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted (i) with the consent or at the  direction  of the  Instructing  Group or
(ii) in the absence of such Person's gross negligence or willful misconduct. The
Agent shall not be  responsible  to any  Purchaser  or other  Person for (i) any
recitals,  representations,  warranties or other  statements made by the Seller,
any  Swift  Entity  or  any of  their  Affiliates,  (ii)  the  value,  validity,
effectiveness,  genuineness,  enforceability  or sufficiency of any  Transaction
Document,  (iii) any  failure of the  Seller,  any Swift  Entity or any of their
Affiliates to perform any obligation or (iv) the  satisfaction  of any condition
specified  in  Article  VII.  The  Agent  shall not have any  obligation  to any
Purchaser to ascertain or inquire  about the  observance or  performance  of any
agreement  contained in any  Transaction  Document or to inspect the properties,
books or records of the Seller, any Swift Entity or any of their Affiliates.

     SECTION 8.4. RELIANCE BY AGENT. The Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document,  other writing
or  conversation  believed  by it to be  genuine  and  correct  and to have been
signed,  sent or made by the proper  Person and upon  advice and  statements  of
legal counsel  (including  counsel to the Seller),  independent  accountants and
other  experts  selected  by the  Agent.  The Agent  shall in all cases be fully
justified  in  failing or  refusing  to take any  action  under any  Transaction
Document  unless  it shall  first  receive  such  advice or  concurrence  of the
Purchasers, and assurance of its indemnification, as it deems appropriate.

     SECTION 8.5. ASSUMED PAYMENTS.  Unless the Agent shall have received notice
from the applicable  Purchaser before the date of any Incremental  Purchase that
such  Purchaser  will not make available to the Agent the amount it is scheduled
to remit  as part of such  Incremental  Purchase,  the  Agent  may  assume  such
Purchaser  has made such  amount  available  to the Agent when due (an  "ASSUMED
PAYMENT") and, in reliance upon such  assumption,  the Agent may (but shall have
no obligation to) make available such amount to the appropriate  Person.  If and
to the  extent  that any  Purchaser  shall  not have  made its  Assumed  Payment
available to the Agent,  such  Purchaser and the Seller hereby agrees to pay the
Agent  forthwith on demand such unpaid portion of such Assumed Payment up to the
amount of funds actually paid by the Agent,  together with interest  thereon for
each day from the date of such payment by the Agent until the date the requisite
amount is repaid to the Agent,  at a rate per annum equal to the  Federal  Funds
Rate plus 2%.

     SECTION 8.6. NOTICE OF TERMINATION EVENTS. The Agent shall not be deemed to
have  knowledge or notice of the occurrence of any Potential  Termination  Event
unless the Agent has received  notice from any  Purchaser or the Seller  stating
that a Potential  Termination  Event has occurred  hereunder and describing such
Potential  Termination  Event.  The Agent  shall take such action  concerning  a
Potential  Termination Event as may be directed by the Instructing Group (or, if
required for such action,  all of the Purchasers),  but until the Agent receives
such directions, the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, as the Agent deems advisable and in the best
interests of the Purchasers.

                                      -25-
<PAGE>
     SECTION 8.7.  NON-RELIANCE  ON AGENT AND OTHER  PURCHASERS.  Each Purchaser
expressly  acknowledges  that  neither  the  Agent  nor  any  of  its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and  that no act by the  Agent  hereafter
taken,  including  any review of the affairs of the Seller or any Swift  Entity,
shall be deemed to constitute any  representation or warranty by the Agent. Each
Purchaser  represents and warrants to the Agent that,  independently and without
reliance upon the Agent or any other  Purchaser and based on such  documents and
information as it has deemed appropriate,  it has made and will continue to make
its own appraisal of and investigation into the business, operations,  property,
prospects,  financial and other conditions and  creditworthiness  of the Seller,
the Swift Entities,  and the Receivables and its own decision to enter into this
Agreement and to take, or omit, action under any Transaction Document. The Agent
shall  deliver  each  month  to any  Purchaser  that so  requests  a copy of the
Periodic Report(s)  received covering the preceding  calendar month.  Except for
items specifically required to be delivered hereunder,  the Agent shall not have
any duty or  responsibility  to  provide  any  Purchaser  with  any  information
concerning the Seller,  any Swift Entity or any of their  Affiliates  that comes
into the possession of the Agent or any of its officers,  directors,  employees,
agents, attorneys-in-fact or Affiliates.

     SECTION 8.8. AGENT AND AFFILIATES.  The Agent and its Affiliates may extend
credit to, accept  deposits  from and  generally  engage in any kind of business
with the Seller,  any Swift Entity or any of their  Affiliates and, in its roles
as a Liquidity Provider and the Enhancer,  ABN AMRO may exercise or refrain from
exercising  its  rights  and  powers as if it were not the  Agent.  The  parties
acknowledge  that  ABN  AMRO  acts as  agent  for  Amsterdam  and  subagent  for
Amsterdam's  management  company in  various  capacities,  as well as  providing
credit  facilities  and  other  support  for  Amsterdam  not  contained  in  the
Transaction Documents.

     SECTION 8.9. INDEMNIFICATION.  Each Committed Purchaser shall indemnify and
hold harmless the Agent and its officers, directors, employees,  representatives
and agents (to the extent not  reimbursed  by the Seller or any Swift Entity and
without  limiting  the  obligation  of the Seller or any Swift Entity to do so),
ratably  in  accordance  with its  Ratable  Share from and  against  any and all
liabilities,  obligations,  losses, damages, penalties, judgments,  settlements,
costs,   expenses  and  disbursements  of  any  kind  whatsoever  (including  in
connection with any investigative or threatened  proceeding,  whether or not the
Agent or such Person shall be  designated a party  thereto) that may at any time
be imposed on,  incurred  by or  asserted  against the Agent or such Person as a
result  of,  or  related  to,  any  of  the  transactions  contemplated  by  the
Transaction  Documents  or  the  execution,   delivery  or  performance  of  the
Transaction  Documents or any other document  furnished in connection  therewith
(but excluding any such liabilities,  obligations,  losses, damages,  penalties,
judgments,  settlements,  costs, expenses or disbursements resulting solely from
the gross  negligence  or  willful  misconduct  of the  Agent or such  Person as
finally determined by a court of competent jurisdiction).

     SECTION 8.10.  SUCCESSOR  AGENT. The Agent may, upon at least five (5) days
notice to the Seller and each Purchaser, resign as Agent. Such resignation shall
not become  effective  until a successor  agent is appointed  by an  Instructing
Group and has accepted such appointment. Upon such acceptance of its appointment
as Agent hereunder by a successor  Agent,  such successor Agent shall succeed to
and become vested with all the rights and duties of the retiring Agent,  and the
retiring  Agent shall be discharged  from its duties and  obligations  under the
Transaction  Documents.  After any retiring Agent's resignation  hereunder,  the

                                      -26-
<PAGE>
provisions  of Article VI and this Article VIII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Agent.

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.1.  TERMINATION.  Amsterdam shall cease to be a party hereto when
the Amsterdam  Termination Date has occurred,  Amsterdam holds no Investment and
all amounts  payable to it hereunder have been  indefeasibly  paid in full. This
Agreement  shall  terminate  following  the Liquidity  Termination  Date when no
Investment is held by a Purchaser and all other amounts  payable  hereunder have
been  indefeasibly  paid in full,  but the rights and  remedies of the Agent and
each Purchaser under Article VI and Section 8.9 shall survive such termination.

     SECTION 9.2.  NOTICES.  Unless otherwise  specified,  all notices and other
communications  hereunder shall be in writing  (including by telecopier or other
facsimile  communication),  given to the  appropriate  Person at its  address or
telecopy number set forth on the signature pages hereof or at such other address
or telecopy  number as such Person may specify,  and effective  when received at
the address specified by such Person. Each party hereto, however, authorizes the
Agent to act on  telephone  notices of Purchases  and Discount  Rate and Tranche
Period  selections from any person the Agent in good faith believes to be acting
on behalf of the relevant party and, at the Agent's  option,  to tape record any
such  telephone  conversation.  Each party hereto  agrees to deliver  promptly a
confirmation of each telephone notice given or received by such party (signed by
an authorized officer of such party), but the absence of such confirmation shall
not affect the validity of the telephone notice. The Agent's records of all such
conversations shall be deemed correct and, if the confirmation of a conversation
differs in any material  respect from the action taken by the Agent, the records
of the Agent shall  govern  absent  manifest  error.  The number of days for any
advance  notice  required  hereunder may be waived (orally or in writing) by the
Person  receiving  such  notice  and,  in the case of notices to the Agent,  the
consent of each Person to which the Agent is required to forward such notice.

     SECTION 9.3. PAYMENTS AND COMPUTATIONS.  Notwithstanding anything herein to
the  contrary,  any  amounts  to be paid or  transferred  by the  Seller  or the
Collection  Agent to, or for the benefit of, any  Purchaser  or any other Person
shall be paid or  transferred to the Agent (for the benefit of such Purchaser or
other Person). The Agent shall promptly (and, if reasonably practicable,  on the
day it receives  such amounts)  forward each such amount to the Person  entitled
thereto  and such  Person  shall apply the amount in  accordance  herewith.  All
amounts to be paid or deposited  hereunder  shall be paid or  transferred on the
day when due in  immediately  available  Dollars (and, if due from the Seller or
Collection  Agent, by 1:00 p.m. (Chicago time), with amounts received after such
time being deemed paid on the Business Day following such  receipt).  The Seller
hereby  authorizes the Agent to debit the Seller Account for  application to any
amounts owed by the Seller hereunder.  The Seller shall, to the extent permitted
by law, pay to the Agent upon demand,  for the account of the applicable Person,
interest on all amounts not paid or  transferred by the Seller or the Collection
Agent when due  hereunder at a rate equal to the Prime Rate plus 2%,  calculated
from the date any such  amount  became  due  until  the date  paid in full.  Any

                                      -27-
<PAGE>
payment or other  transfer of funds  scheduled to be made on a day that is not a
Business Day shall be made on the next  Business  Day, and any Discount  Rate or
interest rate accruing on such amount to be paid or  transferred  shall continue
to accrue to such next Business Day. All  computations  of interest,  fees,  and
Discount  shall be  calculated  for the actual days  elapsed  based on a 360 day
year.

     SECTION  9.4.  SHARING OF  RECOVERIES.  Each  Purchaser  agrees  that if it
receives any recovery,  through  set-off,  judicial action or otherwise,  on any
amount payable or recoverable hereunder in a greater proportion than should have
been received  hereunder or otherwise  inconsistent with the provisions  hereof,
then the  recipient  of such  recovery  shall  purchase  for cash an interest in
amounts owing to the other  Purchasers  (as return of Investment or  otherwise),
without  representation or warranty except for the  representation  and warranty
that such interest is being sold by each such other  Purchaser free and clear of
any  Adverse  Claim  created or granted by such other  Purchaser,  in the amount
necessary  to  create  proportional  participation  by the  Purchasers  in  such
recovery (as if such recovery were distributed  pursuant to Section 2.3). If all
or any portion of such amount is thereafter  recovered from the recipient,  such
purchase  shall be rescinded  and the purchase  price  restored to the extent of
such recovery, but without interest.

     SECTION 9.5. RIGHT OF SETOFF. During a Termination Event, each Purchaser is
hereby  authorized  (in  addition  to any other  rights it may have) to  setoff,
appropriate  and apply  (without  presentment,  demand,  protest or other notice
which are hereby expressly waived) any deposits and any other  indebtedness held
or owing by such  Purchaser  (including  by any  branches  or  agencies  of such
Purchaser)  to, or for the account of, the Seller  against  amounts owing by the
Seller hereunder (even if contingent or unmatured).

     SECTION 9.6. AMENDMENTS.  Except as otherwise expressly provided herein, no
amendment or waiver  hereof shall be effective  unless  signed by the Seller and
the  Instructing  Group. In addition,  no amendment of any Transaction  Document
shall,  without the consent of (a) all the Liquidity  Providers,  (i) extend the
Liquidity Termination Date or the date of any payment or transfer of Collections
by the Seller to the Collection  Agent or by the Collection  Agent to the Agent,
(ii)  reduce  the  rate or  extend  the  time of  payment  of  Discount  for any
Eurodollar Tranche or Prime Tranche,  (iii) reduce or extend the time of payment
of any fee payable to the Liquidity  Providers,  (iv) except as provided herein,
release,  transfer  or modify any  Committed  Purchaser's  Purchase  Interest or
change any Commitment, (v) amend the definition of Required Liquidity Providers,
Instructing Group, Termination Event or Section 1.1, 1.2, 1.5, 1.7(a), 2.1, 2.2,
2.3,  7.2 or 9.6,  Article VI,  Section 2.1 of the  Transfer  Agreement,  or any
provision  of the  Limited  Guaranty  or any  obligation  of  any  Swift  Entity
thereunder,  (vi)  consent to the  assignment  or  transfer by the Seller or the
Originator of any interest in the  Receivables  other than  transfers  under the
Transaction  Documents  or  permit  any  Swift  Entity  to  transfer  any of its
obligations under any Transaction  Document except as expressly  contemplated by
the terms of the Transaction Documents, or (vii) amend any defined term relevant
to the  restrictions  in  clauses  (i)  through  (vi) in a  manner  which  would
circumvent  the  intention  of such  restrictions  or (b) the  Agent,  amend any
provision  hereof if the effect thereof is to affect the  indemnities to, or the
rights or duties of, the Agent or to reduce any fee  payable for the Agent's own
account.  Notwithstanding the foregoing,  the amount of any fee or other payment
due and payable from the Seller to the Agent (for its own account), Amsterdam or
the Enhancer may be changed or otherwise adjusted solely with the consent of the

                                      -28-
<PAGE>
Seller and the party to which such  payment is  payable.  Any  amendment  hereof
shall apply to each Purchaser equally and shall be binding upon the Seller,  the
Purchasers and the Agent.

     SECTION 9.7. WAIVERS.  No failure or delay of the Agent or any Purchaser in
exercising any power,  right,  privilege or remedy  hereunder shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right, privilege or remedy preclude any other or further exercise thereof or the
exercise of any other power, right, privilege or remedy. Any waiver hereof shall
be  effective  only in the specific  instance  and for the specific  purpose for
which such waiver was given.  After any waiver,  the Seller,  the Purchasers and
the  Agent  shall be  restored  to their  former  position  and  rights  and any
Potential  Termination  Event  waived  shall  be  deemed  to be  cured  and  not
continuing,  but no such waiver shall extend to (or impair any right  consequent
upon) any  subsequent  or other  Potential  Termination  Event.  Any  additional
Discount that has accrued  after a  Termination  Event before the execution of a
waiver thereof,  solely as a result of the occurrence of such Termination Event,
may be waived by the Agent at the  direction of the Purchaser  entitled  thereto
or, in the case of Discount  owing to the Liquidity  Providers,  of the Required
Liquidity Providers.

     SECTION 9.8. SUCCESSORS AND ASSIGNS; PARTICIPATIONS; ASSIGNMENTS.

     (a) SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.  Except as  otherwise  provided  herein,  the  Seller may not assign or
transfer  any of its  rights or  delegate  any of its duties  without  the prior
consent of the Agent and the Purchasers.

     (b)  PARTICIPATIONS.  Any Purchaser may sell to one or more Persons (each a
"PARTICIPANT")  participating  interests  in the  interests  of  such  Purchaser
hereunder and under the Transfer  Agreement.  Such Purchaser shall remain solely
responsible  for performing its  obligations  hereunder,  and the Seller and the
Agent  shall  continue  to deal  solely  and  directly  with such  Purchaser  in
connection with such Purchaser's rights and obligations  hereunder and under the
Transfer  Agreement.  Each  Participant  shall be  entitled  to the  benefits of
Article  VI and shall  have the right of setoff  through  its  participation  in
amounts owing  hereunder to the same extent as if it were a Purchaser  hereunder
and under the  Transfer  Agreement,  which  right of setoff is  subject  to such
Participant's  obligation  to share with the  Purchasers  as provided in Section
9.4. A Purchaser shall not agree with a Participant to restrict such Purchaser's
right to agree to any  amendment  hereto or to the  Transfer  Agreement,  except
amendments described in clause (a) of Section 9.6.

     (c) ASSIGNMENTS BY LIQUIDITY  PROVIDERS.  Any Liquidity Provider may assign
to one or more Persons  ("PURCHASING  LIQUIDITY  PROVIDERS"),  acceptable to the
Agent in its sole  discretion,  any  portion of its  Commitment  as a  Liquidity
Provider  hereunder  and under the  Transfer  Agreement  and  Purchase  Interest
pursuant to a  supplement  hereto and to the  Transfer  Agreement  (a  "TRANSFER
SUPPLEMENT") in form  satisfactory to the Agent executed by each such Purchasing
Liquidity  Provider,  such selling  Liquidity  Provider and the Agent.  Any such
assignment  by a  Liquidity  Provider  must be for an  amount  of at least  Five
Million  Dollars.  Each Purchasing  Liquidity  Provider shall pay a fee of Three
Thousand Dollars to the Agent. Any partial  assignment shall be an assignment of

                                      -29-
<PAGE>
an identical percentage of such selling Liquidity Provider's  Investment and its
Commitment as a Liquidity Provider  hereunder and under the Transfer  Agreement.
Upon the  execution  and  delivery to the Agent of the Transfer  Supplement  and
payment by the Purchasing  Liquidity  Provider to the selling Liquidity Provider
of the agreed purchase price, such selling Liquidity  Provider shall be released
from its obligations hereunder and under the Transfer Agreement to the extent of
such assignment and such Purchasing Liquidity Provider shall for all purposes be
a Liquidity  Provider party hereto and shall have all the rights and obligations
of a Liquidity  Provider  hereunder to the same extent as if it were an original
party hereto and to the  Transfer  Agreement  with a  Commitment  as a Liquidity
Provider, any Investment and any related Assigned Amsterdam Settlement described
in the Transfer Supplement.

     (d)  REPLACEABLE   LIQUIDITY  PROVIDERS.   If  any  Liquidity  Provider  (a
"REPLACEABLE  LIQUIDITY PROVIDER") shall (i) petition the Seller for any amounts
under Section 6.2 or (ii) have a short-term  debt rating lower than the "A-1" by
S&P and "P-1" by Moody's (unless such Liquidity  Provider is also the Enhancer),
the Seller or Amsterdam  may designate a replacement  financial  institution  (a
"REPLACEMENT   LIQUIDITY  PROVIDER")  acceptable  to  the  Agent,  in  its  sole
discretion,  to which such Replaceable  Liquidity Provider shall, subject to its
receipt of an amount equal to its  Investment,  any related  Assigned  Amsterdam
Settlement,  and accrued Discount and fees thereon (plus,  from the Seller,  any
Early  Payment Fee that would have been payable if such  transferred  Investment
had been paid on such date) and all amounts payable under Section 6.2,  promptly
assign  all  of  its  rights,  obligations  and  Liquidity  Provider  Commitment
hereunder  and under the Transfer  Agreement,  together with all of its Purchase
Interest,  and any related  Assigned  Amsterdam  Settlement,  to the Replacement
Liquidity Provider in accordance with Section 9.8(c).

     (e)  ASSIGNMENT BY AMSTERDAM.  Each party hereto agrees and consents (i) to
Amsterdam's assignment,  participation,  grant of security interests in or other
transfers of any portion of, or any of its beneficial interest in, the Amsterdam
Purchase  Interest  and  the  Amsterdam  Settlement  and  (ii)  to the  complete
assignment  by Amsterdam of all of its rights and  obligations  hereunder to ABN
AMRO or any other Person,  and upon such assignment  Amsterdam shall be released
from all obligations and duties hereunder; PROVIDED, HOWEVER, that Amsterdam may
not,  without the prior  consent of the  Required  Liquidity  Providers  and the
Enhancer,  transfer any of its rights under the Transfer  Agreement to cause the
Liquidity  Providers or the Enhancer to purchase the Amsterdam Purchase Interest
and the  Amsterdam  Settlement  unless the assignee (i) is a  corporation  whose
principal  business is the purchase of assets similar to the  Receivables,  (ii)
has ABN AMRO as its administrative  agent and (iii) issues commercial paper with
credit ratings substantially comparable to the Ratings. Amsterdam shall promptly
notify each party hereto of any such assignment.  Upon such an assignment of any
portion of  Amsterdam's  Purchase  Interest and the  Amsterdam  Settlement,  the
assignee  shall have all of the  rights of  Amsterdam  hereunder  relate to such
Amsterdam Purchase Interest and Amsterdam Settlement.

     (f)  OPINIONS  OF COUNSEL.  If  required  by the Agent or to  maintain  the
Ratings,  each Transfer  Supplement must be accompanied by an opinion of counsel
of the assignee as to such matters as the Agent may reasonably request.

                                      -30-
<PAGE>
     SECTION 9.9.  INTENDED  TAX  CHARACTERIZATION.  It is the  intention of the
parties  hereto  that,  for  the  purposes  of  all  Taxes,   the   transactions
contemplated  hereby shall be treated as a loan by the  Purchasers  (through the
Agent) to the Seller  that is  secured by the  Receivables  (the  "INTENDED  TAX
CHARACTERIZATION").  The parties hereto agree to report and otherwise to act for
the  purposes  of all  Taxes  in a  manner  consistent  with  the  Intended  Tax
Characterization. As provided in Section 5.1(g), the Seller hereby grants to the
Agent,  for the ratable  benefit of the Purchasers,  a security  interest in all
Receivables  and  Collections  to secure the payment of all  amounts  other than
Investment  owing  hereunder and (to the extent of the Sold  Interest) to secure
the repayment of all Investment.

     SECTION  9.10.  CONFIDENTIALITY.  The  parties  hereto  agree  to hold  the
Transaction  Documents  or any other  confidential  or  proprietary  information
received in  connection  therewith  in  confidence  and agree not to provide any
Person with copies of any  Transaction  Document or such other  confidential  or
proprietary  information  other than to (i) any  officers,  directors,  members,
managers, employees or outside accountants,  auditors or attorneys thereof, (ii)
any  prospective  or actual  assignee  or  participant  which (in each case) has
signed  a   confidentiality   agreement   substantially   in  the  form  of  the
confidentiality  agreement  signed by the Agent prior to the date hereof,  (iii)
any rating agency, (iv) any surety, guarantor or credit or liquidity enhancer to
the Agent or any  Purchaser  which (in each case) has  signed a  confidentiality
agreement  substantially in the form of the confidentiality  agreement signed by
the Agent prior to the date hereof,  (v) any entity  organized to loan,  or make
loans  secured  by,  financial  assets  for which ABN AMRO  provides  managerial
services  or acts as an  administrative  agent which (in each case) has signed a
confidentiality  agreement  substantially  in the  form  of the  confidentiality
agreement  signed  by the  Agent  prior to the  date  hereof,  (vi)  Amsterdam's
administrator,   management   company,   referral  agents,   issuing  agents  or
depositaries or CP Dealers and (vii)  Governmental  Authorities with appropriate
jurisdiction.  Notwithstanding the above stated  obligations,  PROVIDED that the
other  parties  hereto are given notice of the intended  disclosure  or use, the
parties  hereto  will not be liable for  disclosure  or use of such  information
which such Person can establish by tangible  evidence:  (i) was required by law,
including pursuant to a valid subpoena or other legal process,  (ii) was in such
Person's  possession  or known to such  Person  prior to  receipt or (iii) is or
becomes known to the public through disclosure in a printed publication (without
breach  of any  of  such  Person's  obligations  hereunder).  In  addition,  the
foregoing  provisions  of this  Section  9.10 shall not prevent any party hereto
from  delivering  any  Transaction  Document to any Person upon  request if such
Transaction   Document  was  publicly  filed  by  such  party  pursuant  to  the
requirements of any Governmental Authority.

     SECTION 9.11. AGREEMENT NOT TO PETITION.  Each party hereto agrees, for the
benefit of the holders of the  privately  or publicly  placed  indebtedness  for
borrowed money for  Amsterdam,  not, prior to the date which is one (1) year and
one (1) day after the payment in full of all such  indebtedness,  to  acquiesce,
petition or otherwise,  directly or indirectly,  invoke,  or cause  Amsterdam to
invoke,  the  process  of any  Governmental  Authority  for the  purpose  of (a)
commencing  or  sustaining a case against  Amsterdam  under any federal or state
bankruptcy,  insolvency or similar law (including the Federal  Bankruptcy Code),
(b)   appointing  a  receiver,   liquidator,   assignee,   trustee,   custodian,
sequestrator or other similar official for Amsterdam, or any substantial part of
its property,  or (c) ordering the winding up or  liquidation  of the affairs of
Amsterdam.

                                      -31-
<PAGE>
     SECTION 9.12.  EXCESS FUNDS.  Other than amounts payable under Section 9.4,
Amsterdam  shall be required to make payment of the amounts  required to be paid
pursuant  hereto  only if  Amsterdam  has Excess  Funds (as defined  below).  If
Amsterdam  does not have Excess  Funds,  the excess of the amount due  hereunder
(other than pursuant to Section 9.4) over the amount paid shall not constitute a
"CLAIM" (as defined in Section  101(5) of the Federal  Bankruptcy  Code) against
Amsterdam  until such time as Amsterdam has Excess Funds.  If Amsterdam does not
have  sufficient  Excess  Funds to make any  payment due  hereunder  (other than
pursuant  to  Section  9.4),  then  Amsterdam  may pay a lesser  amount and make
additional payments that in the aggregate equal the amount of deficiency as soon
as possible  thereafter.  The term  "EXCESS  FUNDS"  means the excess of (a) the
aggregate  projected value of Amsterdam's  assets and other property  (including
cash and  cash  equivalents),  over (b) the sum of (i) the sum of all  scheduled
payments  of  principal,  interest  and other  amounts  payable on  publicly  or
privately placed indebtedness of Amsterdam for borrowed money, plus (ii) the sum
of all other  liabilities,  indebtedness and other  obligations of Amsterdam for
borrowed  money or owed to any credit or liquidity  provider,  together with all
unpaid interest then accrued thereon,  plus (iii) all taxes payable by Amsterdam
to the Internal Revenue Service,  plus (iv) all other indebtedness,  liabilities
and  obligations  of  Amsterdam  then due and  payable,  but the  amount  of any
liability,  indebtedness  or  obligation  of  Amsterdam  shall  not  exceed  the
projected value of the assets to which recourse for such liability, indebtedness
or  obligation is limited.  Excess Funds shall be calculated  once each Business
Day.

     SECTION 9.13. NO RECOURSE.  The  obligations  of Amsterdam,  its management
company,   its   administrator   and  its  referral   agents  (each  a  "PROGRAM
ADMINISTRATOR")  under any  Transaction  Document  or other  document  (each,  a
"PROGRAM  DOCUMENT") to which a Program  Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate,  director, officer, member, manager,
employee, attorney or agent of any Program Administrator.

     SECTION 9.14. HEADINGS; COUNTERPARTS.  Article and Section Headings in this
Agreement are for reference only and shall not affect the  construction  of this
Agreement.  This Agreement may be executed by different parties on any number of
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.

     SECTION 9.15.  CUMULATIVE RIGHTS AND SEVERABILITY.  All rights and remedies
of the Purchasers and Agent hereunder shall be cumulative and  non-exclusive  of
any rights or remedies such Persons have under law or  otherwise.  Any provision
hereof that is prohibited or unenforceable  in any  jurisdiction  shall, in such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating  the  remaining  provisions  hereof  and
without affecting such provision in any other jurisdiction.

     SECTION 9.16.  GOVERNING LAW;  SUBMISSION TO  JURISDICTION.  THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. THE SELLER HEREBY SUBMITS TO
THE  NONEXCLUSIVE  JURISDICTION  OF THE  UNITED  STATES  DISTRICT  COURT FOR THE
NORTHERN  DISTRICT  OF  ILLINOIS  AND OF ANY  ILLINOIS  STATE  COURT  SITTING IN
CHICAGO,  ILLINOIS  FOR  PURPOSES  OF ALL LEGAL  PROCEEDINGS  ARISING OUT OF, OR

                                      -32-
<PAGE>
RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
The Seller hereby  irrevocably  waives,  to the fullest extent permitted by law,
any objection it may now or hereafter  have to the venue of any such  proceeding
and any claim  that any such  proceeding  has been  brought  in an  inconvenient
forum.  Nothing in this  Section 9.16 shall affect the right of the Agent or any
Purchaser to bring any action or  proceeding  against the Seller or its property
in the courts of other jurisdictions.

     SECTION  9.17.  WAIVER  OF  TRIAL  BY  JURY.  TO THE  EXTENT  PERMITTED  BY
APPLICABLE LAW, EACH PARTY HERETO  IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH,
ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

     SECTION 9.18. ENTIRE AGREEMENT.  The Transaction  Documents  constitute the
entire  understanding  of the parties  thereto  concerning  the  subject  matter
thereof.  Any previous or contemporaneous  agreements,  whether written or oral,
concerning such matters are superseded thereby.

                                      -33-
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

ABN AMRO BANK N.V., as the Agent           ABN AMRO BANK N.V., as the Enhancer


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


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

Address:   Structured Finance,             Address: Structured Finance,
             Asset Securitization                     Asset Securitization
           135 South LaSalle Street                 135 South LaSalle Street
           Chicago, Illinois 60674-9135             Chicago, Illinois 60674-9135
           Attention: Purchaser Agent-              Attention: Enhancer-
                      Amsterdam                                Amsterdam
Telephone: (312) 904-6263                           Telephone: (312) 904-6263
Telecopy: (312) 904-6376                            Telecopy: (312) 904-6376



ABN AMRO BANK N.V.,                        AMSTERDAM FUNDING CORPORATION
   as a Liquidity Provider


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

By:                                        Address: c/o Global Securitization
   --------------------------------                     Services, LLC
Title:                                                  25 West 43rd Street
       ----------------------------                     Suite 704
Address:   Structured Finance,                          New York, New York 10036
              Asset Securitization                      Attention: Andrew Stidd
           135 South LaSalle Street
           Chicago, Illinois 60674-9135    Telephone: (212) 302-8330
           Attention: Administrator -      Telecopy:  (212) 302-8767
                      Amsterdam
Telephone:   (312) 904-6263
Telecopy:    (312) 904-6376

                                      -34-
<PAGE>
SWIFT RECEIVABLES CORPORATION, as Seller


By:
    -------------------------------
Title:
      -----------------------------
      Address:   2702 West Encanto
                 Phoenix, Arizona 85009
                 Attention: Vice President
      Telephone: (623) 907-7406
      Telecopy:  (623) 907-7503


SWIFT TRANSPORTATION CORPORATION,
   as Initial Collection Agent


By:
    -------------------------------
Title:
      -----------------------------
      Address:   2200 South 75th Avenue
                 Phoenix, AZ 85043
                 Attention: William F. Riley III
      Telephone: (623) 907-7406
      Telecopy:  (623) 907-7503

                                      -35-
<PAGE>
                                   SCHEDULE I
                                   DEFINITIONS

     The following terms have the meanings set forth, or referred to, below:

     "ABN AMRO" means ABN AMRO Bank N.V. in its  individual  capacity and not in
its capacity as the Agent.

     "ADVERSE  CLAIM"  means,  for any asset or  property  of a Person,  a lien,
security  interest,  charge,  mortgage,  pledge,  hypothecation,  assignment  or
encumbrance,  or any other  right or similar  claim,  in, of or on such asset or
property in favor of any other Person,  except those created by the  Transaction
Documents.

     "AFFILIATE"  means,  for any Person,  any other Person  which,  directly or
indirectly,  is in control of, is controlled by, or is under common control with
such  Person.  For  purposes  of this  definition,  "CONTROL"  means the  power,
directly  or  indirectly,  to either (i) vote ten  percent  (10%) or more of the
securities  having  ordinary  voting  power for the  election of  directors of a
Person or (ii) cause the direction of the management and policies of a Person.

     "AGENT" is defined in the first paragraph hereof.

     "AGENT'S  ACCOUNT"  means the  account  designated  to the  Seller  and the
Purchasers by the Agent.

     "AGGREGATE  COMMITMENT" means  $102,000,000,  as such amount may be reduced
pursuant to Section 1.6.

     "AGGREGATE INVESTMENT" means the sum of the Investments of all Purchasers.

     "AGGREGATE  RESERVE" means, at any time at which such amount is calculated,
the sum of the Loss Reserve, Dilution Reserve and Discount Reserve.

     "ALLOCATED  COMMERCIAL  PAPER"  means  commercial  paper  notes  issued  by
Amsterdam for a tenor and in an amount  specifically  requested by any Person in
connection with a Receivable Purchase Facility.

     "AMSTERDAM" is defined in the first paragraph hereof.

     "AMSTERDAM  FUNDING  SOURCE"  means any  insurance  company,  bank or other
financial  institution  providing liquidity,  back-up purchase or credit support
for Amsterdam.

     "AMSTERDAM  SETTLEMENT"  means the sum of all  claims and rights to payment
pursuant to Section 1.5 or 1.7 or any other provision owed to Amsterdam (or owed
to the Agent or the Collection Agent for the benefit of Amsterdam) by the Seller
that, if paid, would be applied to reduce Amsterdam's Investment.
<PAGE>
     "AMSTERDAM  TERMINATION  DATE"  means the earlier of (a) the  Business  Day
designated  by  Amsterdam  at any  time to the  Seller  and  (b)  the  Liquidity
Termination Date.

     "ASSIGNED AMSTERDAM SETTLEMENT" means, for each Committed Purchaser for any
Put, the product of such Purchaser's  Purchased Percentage and the amount of the
Amsterdam Settlement being transferred pursuant to such Put.

     "BANKRUPTCY  EVENT"  means,  for any Person,  that (a) such Person  makes a
general  assignment for the benefit of creditors or any proceeding is instituted
by or against such Person  seeking to adjudicate  it bankrupt or  insolvent,  or
seeking the liquidation,  winding up, reorganization,  arrangement,  adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver,  trustee or other
similar  official  for it or any  substantial  part of its  property or (b) such
Person takes any corporate action to authorize any such action.

     "BREAK FUNDING COSTS" means for any Pool Funded Purchase  Interest  amounts
payable to  Amsterdam  under the  applicable  Receivables  Purchase  Facility in
connection with any prepayment or amortization if amounts payable  thereunder in
excess of the amount of the  investment or loan prepaid or amortized and accrued
and unpaid interest or discount thereon.

     "BUSINESS DAY" means any day other than (a) a Saturday, Sunday or other day
on which banks in New York City, New York or Chicago, Illinois are authorized or
required to close, (b) a holiday on the Federal Reserve calendar and, (c) solely
for matters relating to a Eurodollar Tranche, a day on which dealings in Dollars
are not carried on in the London interbank market.

     "CHARGE-OFF"  means  any  Receivable  that  has or  should  have  been  (in
accordance with the Credit and Collection  Policy) charged off or written off by
the Seller.

     "CHARGE-OFF RATIO" means, for any calendar month, the ratio (expressed as a
percentage) of the outstanding  balance of Charge-Offs made during the immediate
preceding twelve calendar months to the average aggregate  outstanding principal
balance  of all  Receivables  as of the  last  day of  each  of the  immediately
preceding twelve calendar months.

     "COLLECTION"  means any amount paid,  or deemed paid, on a Receivable or by
the Seller as a Deemed Collection under Section 1.5(b).

     "COLLECTION AGENT" is defined in Section 3.1(a).

     "COLLECTION AGENT FEE" is defined in Section 3.6.

                                      I-2
<PAGE>
     "COLLECTION  AGENT  REPLACEMENT  EVENT" means the  occurrence of any one or
more of the following:

          (a) the  Collection  Agent  (or any  sub-collection  agent)  fails  to
     observe or perform  any  material  term,  covenant or  agreement  under any
     Transaction Document and such failure remains unremedied for thirty days;

          (b) any written representation,  warranty,  certification or statement
     made by the Collection  Agent in, or pursuant to, any Transaction  Document
     proves to have been  incorrect in any material  adverse  respect when made;
     PROVIDED  that  if any  such  representation,  warranty,  certification  or
     statement has been subsequently  remedied (such that if made or given as of
     the date of remedy it is no longer  incorrect in any material  respect) and
     such  breach  has  caused  no  material  adverse  effect  on the  rights or
     interests  of any  Purchaser  under this  Agreement,  such breach  shall no
     longer constitute a Collection Agent Replacement Event; or

          (c) the Collection Agent suffers a Bankruptcy Event.

     "COMMITMENT" means, for each Committed  Purchaser,  the amount set forth on
Schedule II, as adjusted in accordance with Sections 1.6 and 9.8.

     "COMMITTED PURCHASERS" is defined in Section 1.1(b).

     "CONCENTRATION  LIMIT"  means (i) with  respect  to  Obligors  with  senior
unsecured  long-term  indebtedness rate A- (or higher) by S&P and A3 (or higher)
by Moody's, an amount not to exceed 12% of the aggregate  outstanding balance of
all Eligible Receivables,  (ii) with respect to Obligors that do not satisfy the
requirements   of  clause  (i)  above  but  have  senior   unsecured   long-term
indebtedness  rated BBB (or higher) by S&P and Baa2 (or  higher) by Moody's,  an
amount not to exceed 6% of the  aggregate  outstanding  balance of all  Eligible
Receivables,  and (iii)  with  respect to all other  Obligors,  an amount not to
exceed 3% of the aggregate outstanding balance of all Eligible Receivables.

     "CP DEALER"  means,  at any time,  each Person  Amsterdam then engages as a
placement agent or commercial paper dealer.

     "CP DISCOUNT"  means,  for any Discount  Period,  the amount of interest or
discount accrued,  during such Discount Period on all the outstanding commercial
paper, or portion thereof, issued by Amsterdam to fund its Investment, including
all dealer commissions and other costs of issuing commercial paper,  whether any
such  commercial  paper was issued  specifically  to fund such  Investment or is
allocated, in whole or in part, to such funding.

     "CP RATE" means,  for any CP Tranche Period,  a rate per annum equal to (a)
the weighted  average of the rates at which commercial paper notes having a term
equal  to such CP  Tranche  Period  may be sold  by any CP  Dealer  selected  by
Amsterdam,  as agreed between each such CP Dealer and Amsterdam,  plus (b) on or
after the  occurrence  of a  Termination  Event,  2%. If such rate is a discount
rate, the CP Rate shall be the rate resulting from  Amsterdam's  converting such

                                      I-3
<PAGE>
discount rate to an interest-bearing  equivalent rate. The CP Rate shall include
all costs and  expenses to  Amsterdam  of issuing the related  commercial  paper
notes,  including all dealer  commissions  and note issuance costs in connection
therewith.

     "CREDIT AND  COLLECTION  POLICY" means the Seller's  credit and  collection
policy and practices relating to Receivables attached hereto as Exhibit I.

     "DEEMED COLLECTIONS" is defined in Section 1.5(c).

     "DEFAULT  RATIO" means at the end of any month for the  three-month  period
then  ended,  the  ratio  (expressed  as a  percentage),  of (a)  the sum of the
aggregate  outstanding  balance of all Defaulted  Receivables at the end of each
calendar month during such period plus the aggregate  outstanding balance of all
Receivables  that become  Charge-Offs  during the immediately  preceding  twelve
calendar  months  to (b) the sum of the  aggregate  outstanding  balance  of all
Receivables  at the end of each calendar  month plus the  aggregate  outstanding
balance of all  Receivables  that  become  Charge-Offs  during  the  immediately
preceding twelve calendar months.

     "DEFAULTED  RECEIVABLE"  means any  Receivable  (a) on which any  amount is
unpaid more than 90 days past its  original due date or (b) the Obligor on which
has suffered a Bankruptcy Event.

     "DELINQUENCY  RATIO"  means,  at the end of any month  for the  three-month
period then ended, the ratio  (expressed as a percentage),  of (a) the aggregate
outstanding  balance of all  Delinquent  Receivables as of the end of each month
during such period to (b) the sum of the  aggregate  outstanding  balance of all
Receivables as of the end of such calendar month.

     "DELINQUENT  RECEIVABLE"  means any Receivable  (other than a Charge-Off or
Defaulted  Receivable)  on which any amount is unpaid more than 60 days past its
original due date.

     "DESIGNATED  FINANCIAL  OFFICER" means the chief financial officer or chief
accounting officer of the Seller or the relevant Swift Entity, as applicable.

     "DILUTION RATIO" means, at the end of any month for the three-month  period
then ended, the ratio  (expressed as a percentage),  of (a) the aggregate amount
of payments owed by the Seller  pursuant to the first sentence of Section 1.5(b)
for such period to (b) the aggregate amount of Collections  received during such
period.

     "DILUTION  RESERVE"  means (i) the  greater  of (a) 1% and (b) the  highest
Dilution  Ratio  (expressed as a decimal) as of the last day of each of the last
three calendar months multiplied by (ii) the Eligible Receivables Balance.

     "DISCOUNT"  means,  for any  Tranche  Period,  (a) the  product  of (i) the
Discount  Rate for such  Tranche  Period,  (ii) the total  amount of  Investment
allocated to the Tranche Period, and (iii) the number of days elapsed during the
Tranche Period divided by (b) 360 days.

                                      I-4
<PAGE>
     "DISCOUNT  PERIOD"  means,  with  respect  to any  Settlement  Date  or the
Liquidity  Termination  Date,  the  period  from  and  including  the  preceding
Settlement  Date (or if none,  the date that the first  Incremental  Purchase is
made  hereunder)  to  but  not  including  such  Settlement  Date  or  Liquidity
Termination Date, as applicable.

     "DISCOUNT RATE" means, (i) for any Tranche Period relating to a CP Tranche,
the CP Rate  applicable  thereto,  (ii) for any  Tranche  Period  relating  to a
Eurodollar  Tranche,  the Eurodollar Rate  applicable  thereto and (iii) for any
Tranche Period relating to a Prime Tranche, the Prime Rate applicable thereto.

     "DISCOUNT RESERVE" means, at any time, the product of (a) 1.5 multiplied by
(b) the rate  announced  by ABN AMRO as its "PRIME  RATE"  (which may not be its
best or lowest rate) plus 1% multiplied by (c) Aggregate  Investment  multiplied
by (d) a fraction,  the numerator of which is the average of the Turnover Ratios
calculated  for  the  immediately   preceding  three  calendar  months  and  the
denominator of which is 360.

     "DOLLAR" and "$" means lawful currency of the United States of America.

     "EARLY PAYMENT FEE" means, if any Investment of a Purchaser  allocated (or,
in the case of a requested Purchase not made by the Committed Purchasers for any
reason other than their default,  scheduled to be allocated) to a Tranche Period
for a CP Tranche or Eurodollar  Tranche is reduced or terminated before the last
day of such Tranche  Period (the amount of  Investment  so reduced or terminated
being referred to as the "PREPAID  AMOUNT"),  the cost to the relevant Purchaser
of  terminating  or reducing such Tranche,  which (a) for a CP Tranche means any
compensation  payable  in  prepaying  the  related  commercial  paper or, if not
prepaid, any shortfall between the amount that will be available to Amsterdam on
the maturity date of the related  commercial  paper from reinvesting the Prepaid
Amount in Permitted Investments and the Face Amount of such commercial paper and
(b) for a Eurodollar  Tranche will be determined based on the difference between
the LIBOR applicable to such Tranche and the LIBOR applicable for a period equal
to the  remaining  maturity  of the  Tranche on the date the  Prepaid  Amount is
received.

     "ELIGIBLE RECEIVABLE" means, at any time, any Receivable:

     (i) the Obligor of which (a) is a resident of, or organized  under the laws
of, or with its chief  executive  office in, the USA; (b) is not an Affiliate of
any of the  parties  hereto  or the  Originator;  (c) is not a  government  or a
governmental subdivision or agency; (d) has not suffered a Bankruptcy Event; (e)
is a customer of the  Originator  in good  standing;  and (f) does not have more
than 25% in aggregate  principal  amount of its  Receivables  that are Defaulted
Receivables or Receivables that became Charge-Offs;

     (ii) which is stated to be due and payable within 30 days after the invoice
therefor or, for Receivables  owing by Obligors  identified by the Seller to the
Agent in connection with the first Incremental Purchase,  which are stated to be
due and payable within 45 days after the invoice therefor;

                                      I-5
<PAGE>
     (iii) which is not a Defaulted Receivable or a Charge-Off;

     (iv) which is an "ACCOUNT" or "CHATTEL PAPER" within the meaning of Section
9-105  and  Section   9-106,   respectively   of  the  UCC  of  all   applicable
jurisdictions;

     (v) which is denominated and payable only in Dollars in the USA;

     (vi) which  constitutes  the legal,  valid and  binding  obligation  of the
related  Obligor  enforceable  against such Obligor in accordance with its terms
subject to no offset,  counterclaim,  defense or other Adverse Claim, and is not
an executory  contract or  unexpired  lease within the meaning of Section 365 of
the Bankruptcy Code;

     (vii) which arises under a contract  that (a) contains an obligation to pay
a  specified  sum of money  and is  subject  to no  contingencies,  (b) does not
require the Obligor  under such  contract  to consent to the  transfer,  sale or
assignment of the rights and duties of the Originator  under such contract,  (c)
does not contain a  confidentiality  provision  that  purports  to restrict  any
Purchaser's  exercise  of  rights  under  this  Agreement,   including,  without
limitation,  the right to review such  contract  and (d) directs that payment be
made to a Lock-Box or other collection account;

     (viii)  which does not, in whole or in part,  contravene  any law,  rule or
regulation applicable thereto (including,  without limitation, those relating to
usury,  truth in lending,  fair credit  billing,  fair credit  reporting,  equal
credit opportunity, fair debt collection practices and privacy);

     (ix)  which  satisfies  all  applicable  requirements  of  the  Credit  and
Collection  Policy and was generated in the ordinary course of the  Originator's
business  from the  provision of  transportation  services to a related  Obligor
solely by the Originator; and

     (x) the  purchase  of which  with  proceeds  of notes  would  constitute  a
"current  transaction"  within the meaning of Section  3(a)(3) of the Securities
Act of 1933.

     "ELIGIBLE RECEIVABLE BALANCE" means, at any time, the aggregate outstanding
principal balance of all Eligible Receivables minus the portion of the aggregate
outstanding  balance of Eligible  Receivables  which  exceeds the  Concentration
Limit or the Special Limit.

     "ENHANCER" is defined in the first paragraph hereof.

     "ENHANCER COMMITMENT PERCENTAGE" means 10%.

     "EURODOLLAR  RATE" means, for any Tranche Period for a Eurodollar  Tranche,
the sum of (a) LIBOR for such  Tranche  Period  divided by 1 minus the  "RESERVE
REQUIREMENT"  plus (b)(i) for  Investment  of a Liquidity  Provider,  the amount
specified in the Pricing  Letter,  or, (ii) for Investment of the Enhancer,  the
amount specified in the Fee Letter plus (c) during the pendency of a Termination
Event,  2.00% for Investment of a Liquidity Provider and 2.00% for Investment of
the Enhancer;  where "RESERVE  REQUIREMENT"  means, for any Tranche Period for a
Eurodollar Tranche,  the maximum reserve requirement imposed during such Tranche

                                      I-6
<PAGE>
Period on "EUROCURRENCY LIABILITIES" as currently defined in Regulation D of the
Board of Governors of the Federal Reserve System.

     "FACE  AMOUNT"  means the face  amount of any  Amsterdam  commercial  paper
issued on a discount basis or, if not issued on a discount basis,  the principal
amount of such note and  interest  scheduled  to accrue  thereon  to its  stated
maturity.

     "FEDERAL  FUNDS RATE" means for any day the greater of (i) the highest rate
per annum as determined by ABN AMRO at which overnight Federal funds are offered
to ABN AMRO for such day by major banks in the interbank market, and (ii) if ABN
AMRO is  borrowing  overnight  funds from a Federal  Reserve  Bank that day, the
highest rate per annum at which such overnight  borrowings are made on that day.
Each determination of the Federal Funds Rate by ABN AMRO shall be conclusive and
binding on the Seller except in the case of manifest error.

     "FEE LETTER" means the letter  agreement  dated as of the date hereof among
the Seller, the Agent, Amsterdam and the Enhancer.

     "FUNDING AGREEMENT" means any agreement or instrument executed by Amsterdam
and executed by or in favor of any Amsterdam  Funding  Source or executed by any
Amsterdam  Funding  Source at the request of  Amsterdam  (including  the Program
LOC).

     "FUNDING  CHARGES" means,  for each day, the sum of (i) discount accrued on
Pooled  Commercial Paper on such day, plus (ii) any and all accrued  commissions
in respect of placement  agents and commercial  paper dealers in respect of such
Pooled Commercial Paper for such day, plus (iii) issuing and paying agents' fees
incurred on such  Pooled  Commercial  Paper for such day,  plus (iv) other costs
associated  with funding small or odd-lot amounts with respect to all Receivable
Purchase  Facilities  which are funded by Pooled  Commercial Paper for such day,
minus  (v) any  accrual  of income  net of  expenses  received  on such day from
investment of  collections  received under all  Receivable  Purchase  Facilities
funded with Pooled Commercial Paper, minus (vi) any payment received on such day
net of expenses in respect of Break Funding  Costs related to the  prepayment of
any Purchase Interests held by Amsterdam pursuant to the terms of any Receivable
Purchase Facilities funded substantially with Pooled Commercial Paper.

     "GAAP" means generally accepted  accounting  principles in the USA, applied
on a consistent basis.

     "GOVERNMENTAL  AUTHORITY" means any (a) Federal,  state, municipal or other
governmental   entity,   board,   bureau,   agency   or   instrumentality,   (b)
administrative  or regulatory  authority  (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

     "INCREMENTAL PURCHASE" is defined in Section 1.1(b).

     "INITIAL COLLECTION AGENT" is defined in the first paragraph hereof.

                                      I-7
<PAGE>
     "INSTRUCTING  GROUP" means the Required Liquidity  Providers,  the Enhancer
and,  unless the  Amsterdam  Termination  Date has occurred and Amsterdam has no
Investment, Amsterdam.

     "INTENDED TAX CHARACTERIZATION" is defined in Section 9.9.

     "INTERIM  LIQUIDATION" means any time before the Liquidity Termination Date
during which no Reinvestment Purchases are made by any Purchaser, as established
pursuant to Section 1.2.

     "INVESTMENT" means, for each Purchaser,  (a) the sum of (i) all Incremental
Purchases by such  Purchaser  and (ii) the  aggregate  amount of any payments or
exchanges  made by, or on behalf of, such  Purchaser  to any other  Purchaser to
acquire Investment from such other Purchaser minus (b) all Collections,  amounts
received from other  Purchasers and other amounts  received or exchanged and, in
each case,  applied by the Agent or such  Purchaser  to reduce such  Purchaser's
Investment. A Purchaser's Investment shall be restored to the extent any amounts
so received or exchanged  and applied are  rescinded or must be returned for any
reason.

     "LIBOR"  means,  for any Tranche  Period for a Eurodollar  Tranche or other
time period,  the rate per annum  (rounded  upwards,  if necessary,  to the next
higher one hundred-thousandth of a percentage point) for deposits in Dollars for
a period equal to such Tranche  Period or other  period,  which  appears on Page
3750 of the Telerate  Service (or any successor  page or successor  service that
displays the British Bankers'  Association  Interest Settlement Rates for Dollar
deposits) as of 11:00 a.m.  (London,  England time) two Business Days before the
commencement  of such Tranche Period or other period.  If for any Tranche Period
for a Eurodollar  Tranche no such displayed rate is available (or, for any other
period,  if such displayed rate is not available or the need to calculate  LIBOR
is not notified to the Agent at least 3 Business Days before the commencement of
the period for which it is to be  determined),  the Agent shall  determine  such
rate based on the rates ABN AMRO is offered  deposits  of such  duration  in the
London interbank market.

     "LIMITED  GUARANTY" means the Limited  Guaranty,  dated the date hereof, by
the Parent and the Originator in favor of the Agent.

     "LIQUIDATION PERIOD" means, for Amsterdam only, all times when Amsterdam is
not making  Reinvestment  Purchases  pursuant  to Section  1.1(d)  and,  for all
Purchasers, all times (x) during an Interim Liquidation and (y) on and after the
Liquidity Termination Date.

     "LIQUIDITY PROVIDERS" is defined in the first paragraph hereof.

     "LIQUIDITY  TERMINATION  DATE"  means the  earliest  of (a) the date of the
occurrence of a Termination  Event  described in clause (e) of the definition of
Termination  Event,  (b) the date  designated  by the Agent to the Seller at any
time after the occurrence of any other  Termination  Event, (c) the Business Day
designated  by the Seller with no less than five (5) Business  Days prior notice
to the Agent and (d) December 28, 2000.

                                      I-8
<PAGE>
     "LOCK-BOX"  means each post  office box or bank box listed on Exhibit F, as
revised pursuant to Section 5.1(i).

     "LOCK-BOX ACCOUNT" means each account maintained by the Collection Agent at
a Lock-Box Bank for the purpose of receiving or concentrating Collections.

     "LOCK-BOX  AGREEMENT" means each agreement between the Collection Agent and
a Lock-Box Bank concerning a Lock-Box Account.

     "LOCK-BOX BANK" means each bank listed on Exhibit F, as revised pursuant to
Section 5.1(i).

     "LOCK-BOX LETTER" means a letter in substantially the form of Exhibit G (or
otherwise  acceptable to the Agent) from the Seller and the Collection  Agent to
each  Lock-Box  Bank,  acknowledged  and accepted by such  Lock-Box Bank and the
Agent.

     "LOSS RESERVE"  means,  at any time, the product of (i) the greatest of (a)
12%, (b) the sum of (I) the Default Ratio as of the last day of the  immediately
preceding  calendar  month plus (II) two times the  Delinquency  Ratio as of the
last day of the immediately  preceding calendar month and (c) the sum of (I) the
Default Ratio as of the last day of the  immediately  preceding  month plus (II)
the Delinquency Ratio as of the last day of the immediately  preceding  calendar
month plus (III) the difference between (1) the highest sum of the Default Ratio
and  Delinquency  Ratio as of the last day of the  immediately  preceding  three
calendar  months,  minus (2) the lowest sum of the Default Ratio and Delinquency
Ratio as of the last day of the  immediately  preceding  three  calendar  months
multiplied by (ii) the Eligible Receivables Balance.

     "MATURED  AGGREGATE  INVESTMENT"  means,  at any time, the Matured Value of
Amsterdam's  Investment plus the total  Investments of all other Purchasers then
outstanding.

     "MATURED VALUE" means,  of any  Investment,  the sum of such Investment and
all unpaid  Discount  scheduled  to become due (whether or not then due) on such
Investment  during all Tranche  Periods to which any portion of such  Investment
has been allocated.

     "MAXIMUM INCREMENTAL PURCHASE AMOUNT" means, at any time, the lesser of (a)
the  difference  between the Purchase  Limit and the Aggregate  Investment  then
outstanding  and (b) the  difference  between the Aggregate  Commitment  and the
Matured Aggregate Investment then outstanding.

     "MOODY'S" means Moody's Investors Service, Inc.

     "OBLIGOR"  means,  for any  Receivable,  each Person  obligated to pay such
Receivable and each guarantor of such obligation.

     "ORIGINATOR" means Swift Transportation Corporation, a Nevada corporation.

     "PARENT" means Swift Transportation Co., Inc., a Nevada corporation.

                                      I-9
<PAGE>
     "PERIODIC REPORT" is defined in Section 3.3.

     "PERMITTED INVESTMENTS" shall mean (a) evidences of indebtedness,  maturing
not more than thirty (30) days after the date of purchase thereof, issued by, or
the full and timely payment of which is guaranteed by, the full faith and credit
of, the  federal  government  of the United  States of America,  (b)  repurchase
agreements with banking institutions or broker-dealers that are registered under
the  Securities  Exchange Act of 1934 fully secured by  obligations  of the kind
specified in clause (a) above,  (c) money market  funds  denominated  in Dollars
rated  not lower  than A-1 (and  without  the "r"  symbol  attached  to any such
rating) by S&P and P-1 by Moody's or otherwise acceptable to the Rating Agencies
or (d)  commercial  paper  denominated  in  Dollars  issued  by any  corporation
incorporated  under the laws of the United States or any  political  subdivision
thereof,  provided that such commercial paper is rated at least A-1 (and without
any "r" symbol  attached to any such rating) thereof by S&P and at least Prime-1
thereof by Moody's.

     "PERSON" means an individual, partnership,  corporation, association, joint
venture, Governmental Authority or other entity of any kind.

     "POOL FUNDED PURCHASE  INTEREST" means each investment or loan of Amsterdam
under a Receivables Purchase Facility funded with Pooled Commercial Paper.

     "POOLED  ALLOCATION"  means,  for each Pool Funded  Purchase  Interest,  an
amount each day equal to the product of (i) the Pooled  Percentage Share of such
Purchase Interest on such day multiplied by (ii) the aggregate amount of Funding
Charges for such day.

     "POOLED  COMMERCIAL PAPER" means commercial paper notes of Amsterdam except
(A) Allocated Commercial Paper, and (B) Specially Pooled Paper.

     "POOLED PERCENTAGE SHARE" means, for each Pool Funded Purchase Interest,  a
fraction  (expressed  as a  percentage)  the  numerator of which is equal to the
Investment   associated  with  such  Pool  Funded  Purchase   Interest  and  the
denominator  of  which  is  equal to the  aggregate  amount  of all  outstanding
investment (or comparable terms used in any Receivable  Purchase  Facility) held
by Amsterdam which is funded substantially with Pooled Commercial Paper.

     "POTENTIAL  TERMINATION  EVENT" means any Termination Event or any event or
condition  that  with the  lapse of time or giving  of  notice,  or both,  would
constitute a Termination Event.

     "PRICING  LETTER"  means the letter  agreement  dated as of the date hereof
among the Liquidity Providers, the Agent and the Seller.

     "PRIME RATE" means, for any period, the daily average during such period of
(a) the greater of (i) the floating  commercial  loan rate per annum of ABN AMRO
(which rate is a reference rate and does not necessarily represent the lowest or
best rate actually  charged to any customer by ABN AMRO)  announced from time to
time as its prime rate or  equivalent  for Dollar loans in the USA,  changing as
and when said rate  changes and (ii) the Federal  Funds Rate plus 0.75% plus (b)
during the pendency of a Termination  Event, 1.00% for Investment of a Liquidity
Provider and 2.00% for Investment of the Enhancer.

                                      I-10
<PAGE>
     "PROGRAM  LOC"  means  that  certain   amended  and  restated   irrevocable
transferable letter of credit no. S550115, dated November 3, 1995, issued by the
Enhancer  at the  request  of  Amsterdam,  and each  letter of credit  issued in
substitution or replacement therefor.

     "PROGRAM  UNREIMBURSED  DRAW  AMOUNT"  means the sum of all draws under the
Program LOC in connection with this  transaction  which have not been reimbursed
(whether  through the payment of cash or the exchange of assets),  together with
all  interest  thereon  and all other  amounts,  if any,  payable in  connection
therewith.

     "PURCHASE" is defined in Section 1.1(a).

     "PURCHASE  AGREEMENT" means the Receivables  Purchase Agreement dated as of
the date hereof between the Seller and the Originator.

     "PURCHASE AMOUNT" is defined in Section 1.1(c).

     "PURCHASE DATE" is defined in Section 1.1(c).

     "PURCHASE  INTEREST"  means,  for a  Purchaser,  the  percentage  ownership
interest in the Receivables and Collections  held by such Purchaser,  calculated
when and as described in Section  1.1(a);  PROVIDED,  HOWEVER,  that (except for
purposes of computing a Purchase Interest or the Sold Interest in Section 1.5 or
1.7) at any time the Sold Interest  would  otherwise  exceed 100% each Purchaser
then  holding  any  Investment  shall  have its  Purchase  Interest  reduced  by
multiplying  such Purchase  Interest by a fraction  equal to 100% divided by the
Sold  Interest  otherwise  then in effect,  so that the Sold Interest is thereby
reduced to 100%.

     "PURCHASE LIMIT" means $100,000,000.

     "PURCHASED  PERCENTAGE"  means, for any Put, for each Committed  Purchaser,
its  Ratable  Share or such lesser  percentage  as is  necessary  to prevent the
Purchase Price of such Purchaser from exceeding its Unused  Commitment  (unless,
in the case of the Enhancer, it elects not to reduce its Purchased Percentage in
whole or in part).

     "PURCHASER  RESERVE  PERCENTAGE"  means,  for each  Purchaser,  the Reserve
Percentage multiplied by a fraction,  the numerator of which is such Purchaser's
outstanding Investment and the denominator of which it the Aggregate Investment.

     "PURCHASERS" means the Liquidity Providers, the Enhancer and Amsterdam.

     "PUT" is defined in Section 2.1(a).

     "RATABLE  SHARE" means,  for each  Committed  Purchaser,  such  Purchaser's
Commitment  divided by the Aggregate  Commitment.  If, however,  on the date any
Incremental  Purchase  or  payment  for any  Put is to be made by the  Committed
Purchasers,  the aggregate  amount of the  outstanding  Investment  plus Program
Unreimbursed  Draw  Amount of the  Enhancer  exceeds  its  Ratable  Share of the
outstanding  Investment  and Program  Unreimbursed  Draw Amount of all Committed

                                      I-11
<PAGE>
Purchasers,  then for purposes of such  Incremental  Purchase or Put the Ratable
Share of each Committed  Purchaser shall be replaced with a percentage equal for
each Committed  Purchaser to (a) its Commitment minus its Investment and Program
Unreimbursed Draw Amount before such Purchase or Put (its "EXISTING INVESTMENT")
divided  by  (b)  the  Aggregate  Commitment  minus  the  sum  of  the  Existing
Investments of all Committed Purchasers.

     "RATING  AGENCY" means Moody's,  S&P and any other rating agency  Amsterdam
chooses to rate its commercial paper notes.

     "RATINGS" means the ratings by the Rating Agencies of the  indebtedness for
borrowed money of Amsterdam.

     "RECEIVABLE"  means each  obligation  of an Obligor to pay for  merchandise
sold or services rendered by the Originator and includes the Originator's rights
to payment of any interest or finance charges and all proceeds of the foregoing.
During any Interim Liquidation and on and after the Liquidity  Termination Date,
the term "RECEIVABLE" shall only include  receivables  existing on the date such
Interim  Liquidation  commenced  or  Liquidity  Termination  Date  occurred,  as
applicable.   Deemed  Collections  shall  reduce  the  outstanding   balance  of
Receivables  hereunder,  so that any Receivable that has its outstanding balance
deemed  collected  shall  cease  to be a  Receivable  hereunder  after  (x)  the
Collection  Agent  receives  payment of such Deemed  Collections  under  Section
1.5(b)  or (y) if such  Deemed  Collection  is  received  before  the  Liquidity
Termination Date, an adjustment to the Sold Interest permitted by Section 1.5(c)
is made.

     "RECEIVABLE  PURCHASE FACILITY" means any receivables  purchase  agreement,
loan agreement or other similar contractual  arrangement to which Amsterdam is a
party  relating to the transfer,  purchase or financing of  receivables or other
assets.

     "RECORDS"  means,  for any Receivable,  all contracts,  books,  records and
other  documents or information  (including  computer  programs,  tapes,  disks,
software and related  property and rights)  relating to such  Receivable  or the
related Obligor.

     "REINVESTMENT PURCHASE" is defined in Section 1.1(b).

     "RELATED SECURITY" means all of the Originator's  rights in the merchandise
(including  returned  goods) and  contracts  relating  to the  Receivables,  all
security  interests,  guaranties and property securing or supporting  payment of
the Receivables, all Records and all proceeds of the foregoing.

     "REQUIRED  LIQUIDITY  PROVIDERS" means Liquidity Providers having Liquidity
Provider  Commitments  in excess of 66-2/3% of the  Commitment  of all Liquidity
Providers or, if the Commitments of all Liquidity Providers shall then have been
terminated,  such  Liquidity  Providers as together  shall then own in excess of
sixty-six and two-thirds percent (66-2/3%) of the sum of the Investments for all
the Liquidity Providers at such time. For purposes of this definition,  prior to
the  Liquidity  Termination  Date,  any  Liquidity  Provider  that has  funded a
Collateral  Account pursuant to Section 4.12(e) of the Transfer  Agreement shall

                                      I-12
<PAGE>
be deemed to have a Commitment equal to the sum of the amount on deposit in such
Collateral  Account (less any earnings  therein) plus the outstanding  amount of
such Liquidity Provider's Investment.

     "RESERVE  PERCENTAGE" means, at any time, the quotient obtained by dividing
(a) the Aggregate Reserve by (b) the Eligible Receivables Balance.

     "SELLER" is defined in the first paragraph hereof.

     "SELLER ACCOUNT" means the Seller's account designated by the Seller to the
Agent in writing.

     "SETTLEMENT DATE" means the 20th day of each calendar month.

     "SOLD INTEREST" is defined in Section 1.1(a).

     "SPECIAL  LIMIT" means,  with respect to any Obligor,  the amount agreed to
from  time  to time by the  Agent  and the  Seller,  unless  the  Agent,  in its
discretion or at the direction of the Instructing Group,  notifies the Seller of
a different limit.

     "SPECIAL TRANSACTION  SUBACCOUNT" means the special transaction  subaccount
established for this Agreement pursuant to Amsterdam's depositary agreement.

     "SPECIALLY  POOLED PAPER" means the aggregate of all commercial paper notes
of  Amsterdam  issued  in  connection  with  receivables   purchase   facilities
designated  from time to time by the Agent (in its sole  discretion).  Specially
Pooled Paper will not include Pooled  Commercial  Paper or Allocated  Commercial
Paper at any time.

     "S&P" means Standard & Poor's Ratings Group.

     "SUBORDINATED  NOTE"  means each  revolving  promissory  note issued by the
Seller to the Originator under the Purchase Agreement.

     "SUBSIDIARY"  means any Person of which at least a  majority  of the voting
stock (or equivalent  equity  interests) is owned or controlled by the Seller or
any Swift  Entity or by one or more  other  Subsidiaries  of the  Seller or such
Swift Entity.  The  Subsidiaries  of the Parent on the date hereof are listed on
Exhibit E.

     "SWIFT ENTITY" means the Parent and the Originator.

     "TAXES"  means  all  taxes,  charges,  fees,  levies  or other  assessments
(including  income,  gross receipts,  profits,  withholding,  excise,  property,
sales,  use,  license,  occupation and franchise taxes and including any related
interest,  penalties or other  additions)  imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

     "TERMINATION DATE" means (a) for Amsterdam, the Amsterdam Termination Date,
(b) for the Liquidity Providers,  the Liquidity Termination Date and (c) for the

                                      I-13
<PAGE>
Enhancer,  the  earlier  of (i) the  third  (3rd)  Business  Day  following  the
Liquidity Termination Date and (ii) December 28, 2000.

     "TERMINATION  EVENT"  means  the  occurrence  of  any  one or  more  of the
following:

     (a) any  representation,  warranty,  certification or statement made by the
Seller or any Swift Entity in, or pursuant to, any  Transaction  Document proves
to have been incorrect in any material respect when made (including  pursuant to
Section 7.2); PROVIDED that if any such representation,  warranty, certification
or statement has been  subsequently  remedied  (such that if made or given as of
the date of remedy it is no longer  incorrect in any material  respect) and such
breach has caused no  material  adverse  effect on the rights or interest of any
Purchaser  under  this  Agreement,  such  breach  shall no longer  constitute  a
Termination Event hereunder; or

     (b) the Collection  Agent, any Swift Entity or the Seller fails to make any
payment or other  transfer of funds  hereunder  when due (including any payments
under Section  1.5(a)) and such failure  remains  unremedied  for three Business
Days; or

     (c) the  Seller  fails to  observe or perform  any  covenant  or  agreement
contained  in  Sections  5.1(g),  5.1(i)  or  5.1(j)  of this  Agreement  or the
Originator fails to perform any covenant or agreement in Sections 5.1(h), 5.1(i)
or 5.1(j) of the Purchase Agreement; or

     (d) the Seller or the Collection Agent (or any sub-collection  agent) fails
to  observe  or  perform  any  other  term,  covenant  or  agreement  under  any
Transaction Document, and such failure remains unremedied for thirty days; or

     (e) any Swift Entity or any Subsidiary suffers a Bankruptcy Event; or

     (f) the Delinquency  Ratio exceeds 6.5%, the Default Ratio exceeds 10%, the
Dilution Ratio exceeds 5%, the Charge-Off Ratio exceeds 2% or the Turnover Ratio
exceeds 60 days; or

     (g)  (i) the  Seller,  any  Swift  Entity  or any  Affiliate,  directly  or
indirectly,  disaffirms  or  contests  the  validity  or  enforceability  of any
Transaction   Document  or  (ii)  any  Transaction  Document  fails  to  be  the
enforceable obligation of the Seller or any Affiliate party thereto; or

     (h) (i) any Swift Entity or any  Subsidiary  (A) generally does not pay its
debts as such debts  become due or admits in writing  its  inability  to pay its
debts  generally or (B) fails to pay any of its  indebtedness or defaults in the
performance of any provision of any agreement under which such  indebtedness was
created or is governed and such default permits such indebtedness to be declared
due and payable or to be required to be prepaid  before the  scheduled  maturity
thereof  or (ii) a default or  termination  or similar  event  occurs  under any
agreement  providing for the sale,  transfer or  conveyance  by the Seller,  any
Swift Entity or any Subsidiary of any of its financial assets;

     (i) the Parent shall fail to own and control, directly or indirectly,  100%
of the outstanding voting stock of the Seller and the Originator; or

                                      I-14
<PAGE>
     (j) a Collection Agent Replacement Event has occurred and is continuing.

Notwithstanding  the  foregoing,  a failure of a  representation  or warranty or
breach of any covenant  described  in clause (a), (c) or (d) above  related to a
Receivable  shall not  constitute  a  Termination  Event if the  Seller has been
deemed to have collected such  Receivable  pursuant to Section 1.5(b) or, before
the Liquidity  Termination  Date,  has adjusted the Sold Interest as provided in
Section  1.5(c)  so  that  such  Receivable  is  no  longer   considered  to  be
outstanding.

     "TRANCHE"  means  a  portion  of  the  Investment  of  Amsterdam  or of the
Committed  Purchasers  allocated to a Tranche Period  pursuant to Section 1.3. A
Tranche is a (i) CP Tranche,  (ii)  Eurodollar  Tranche or (iii)  Prime  Tranche
depending  whether  Discount accrues during its Tranche Period based on a (i) CP
Rate, (ii) Eurodollar Rate, or (iii) Prime Rate.

     "TRANCHE  PERIOD"  means a period of days ending on a Business Day selected
pursuant to Section 1.3,  which (i) for a CP Tranche  shall not exceed 270 days,
(ii) for a Eurodollar  Tranche shall not exceed 180 days,  and (iii) for a Prime
Tranche shall not exceed 30 days.

     "TRANSACTION  DOCUMENTS" means this Agreement,  the Fee Letter, the Limited
Guaranty, the Pricing Letter, the Purchase Agreement, the Subordinated Note, and
all other  documents,  instruments  and  agreements  executed  or  furnished  in
connection herewith and therewith.

     "TRANSFER  AGREEMENT" means The Amsterdam Transfer Agreement dated the date
hereof between  Amsterdam,  ABN AMRO Bank N.V., in its capacity as the Amsterdam
Agent,  Amsterdam's  Letter of Credit Provider and a Liquidity  Provider and the
Other Persons who become Liquidity Providers thereunder.

     "TRANSFER SUPPLEMENT" is defined in Section 9.8.

     "TURNOVER  RATIO"  means  an  amount,   expressed  in  days,   obtained  by
multiplying  (a) a fraction,  (i) the  numerator of which is equal to the sum of
the aggregate  principal  amount of all  Receivables  as of the first day of the
immediately preceding three calendar months and (ii) the denominator of which is
equal to the sum of the  Collections  during  such  applicable  period  of three
calendar months; times (b) 30.

     "UCC" means,  for any state,  the Uniform  Commercial  Code as in effect in
such state.

     "USA"  means the  United  States  of  America  (including  all  states  and
political subdivisions thereof).

     "UNUSED AGGREGATE  COMMITMENT"  means, at any time, the difference  between
the Aggregate  Commitment then in effect and the outstanding  Matured  Aggregate
Investment.

     "UNUSED  COMMITMENT"  means,  for any Committed  Purchaser at any time, the
difference between its Commitment and its Investment then outstanding.

                                      I-15
<PAGE>
     The foregoing  definitions shall be equally applicable to both the singular
and plural forms of the defined terms.  Unless otherwise  inconsistent  with the
terms of this Agreement,  all accounting terms used herein shall be interpreted,
and all accounting  determinations  hereunder  shall be made, in accordance with
GAAP. Amounts to be calculated  hereunder shall be continuously  recalculated at
the time any information relevant to such calculation changes.

                                      I-16
<PAGE>
                                   SCHEDULE II

           LIQUIDITY PROVIDERS AND COMMITMENTS OF COMMITTED PURCHASERS



         Name of Liquidity Provider               Commitment
         --------------------------               ----------

         ABN AMRO Bank N.V.                       $91,800,000

         Enhancer
         --------

         ABN AMRO Bank N.V.                       $10,200,000
<PAGE>
                                    EXHIBIT A
                                       TO
                           RECEIVABLES SALE AGREEMENT


                      FORM OF INCREMENTAL PURCHASE REQUEST



                               ------------, ----


ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attn:  Purchaser Agent-Amsterdam

     Re: Receivables Sale Agreement dated as of December 30, 1999 (the "SALE
         AGREEMENT") among Swift Receivables Corporation, as Seller,
         Swift Transportation Corporation, as Initial Collection Agent,
         ABN AMRO Bank N.V., as Agent, and the Purchasers thereunder

Ladies and Gentlemen:

     The undersigned  Seller under the  above-referenced  Sale Agreement  hereby
confirms its has requested an Incremental  Purchase of $___________ by Amsterdam
under the Sale Agreement. [IN THE EVENT AMSTERDAM IS UNABLE OR UNWILLING TO MAKE
THE REQUESTED  INCREMENTAL  PURCHASE,  THE SELLER HEREBY REQUESTS AN INCREMENTAL
PURCHASE OF  $______________________  BY THE COMMITTED PURCHASERS UNDER THE SALE
AGREEMENT  AT THE  [EURODOLLAR  RATE  WITH A TRANCHE  PERIOD  OF  ______________
MONTHS.] [PRIME RATE]].

     Attached  hereto as  Schedule I is  information  relating  to the  proposed
Incremental  Purchase  required  by the Sale  Agreement.  If on the date of this
Incremental  Purchase Request  ("NOTICE"),  an Interim Liquidation is in effect,
this  Notice   revokes  our  request  for  such  Interim   Liquidation  so  that
Reinvestment  Purchases  shall  immediately  commence in accordance with Section
1.1(d) of the Sale Agreement.
<PAGE>
     The Seller  hereby  certifies  that both before and after giving  effect to
[EACH OF] the proposed Incremental  Purchase[S]  contemplated hereby and the use
of the proceeds  therefrom,  all of the  requirements of Section 7.2 of the Sale
Agreement have been satisfied.


                                       Very truly yours,


                                       SWIFT RECEIVABLES CORPORATION


                                       By:
                                           -------------------------------------

                                       Title:
                                              ----------------------------------

                                      A-2
<PAGE>
                                   SCHEDULE I
                                       TO
                          INCREMENTAL PURCHASE REQUESTS


               SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S)

     1. DATES, AMOUNTS, PURCHASER(S), PROPOSED TRANCHE PERIODS

<TABLE>

<S>  <C>                            <C>            <C>            <C>            <C>
A1   Date of Notice                                                              __________

A2   Measurement Date (the last
     day of the month
     immediately preceding the
     month in which the Date of
     Notice occurs)                                                              __________

A3   Proposed Purchase Dates         _________      _________      _________     __________
     (each of which is a
     Business Day)

A4   Respective Proposed
     Incremental Purchase on
     each such Purchase Date        $_________     $_________     $_________     $_________
     (each Incremental                 (A4A)          (A4B)          (A4C)          (A4D)
     Purchase must be in a
     minimum amount of
     $1,000,000 and multiples
     thereof, or, if less, an
     amount equal to the
     Maximum Incremental
     Purchase Amount)

A5   Proposed Allocation
     among Purchasers

                     Amsterdam      $_________     $_________     $_________     $_________

                     Liquidity
                       Providers    $_________     $_________     $_________     $_________

                     Enhancer       $_________     $_________     $_________     $_________
</TABLE>

                                      A-3
<PAGE>
<TABLE>

<S>  <C>                            <C>            <C>            <C>            <C>
A6   Tranche Period
     and, for Committed
     Purchasers, Tranche Rate(s)

                Starting Date       _________      _________      _________      _________
                Ending Date         _________      _________      _________      _________
                Number of Days      _________      _________      _________      _________
                Prime or Eurodollar
                (for Committed
                Purchasers only)    _________      _________      _________      _________
</TABLE>

     Each proposed  Purchase Date must be a Business Day and must occur no later
     than two weeks after the  Measurement  Date set forth above.  The choice of
     Measurement  Date  is a  risk  undertaken  by  the  Seller.  If a  selected
     Measurement  Date is not the applicable  Purchase Date, the Seller's choice
     and  disclosure of such date shall not in any manner  diminish or waive the
     obligation of the Seller to assure the Purchasers that, after giving effect
     to the proposed  Purchase,  the actual Sold Interest as of the date of such
     proposed Purchase does not exceed 100%.

                                      A-4
<PAGE>
                                    EXHIBIT B
                                       TO
                           RECEIVABLES SALE AGREEMENT

                 FORM OF NOTIFICATION OF ASSIGNMENT TO AMSTERDAM
                          FROM THE COMMITTED PURCHASERS


                               --------------, ---



Swift Receivables Corporation
2702 West Encanto
Phoenix, AZ 85009

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725         _________
135 South LaSalle Street
Chicago, Illinois  60674-9135
Attn:  Enhancer-Amsterdam

[INSERT NAME AND ADDRESS OF EACH
 LIQUIDITY PROVIDER]

     Re: Receivables Sale Agreement dated as of December 30, 1999
         (the "SALE AGREEMENT") among Swift Receivables Corporation,
         as Seller, Swift Transportation Corporation, as Initial
         Collection Agent, ABN AMRO Bank N.V., as Agent,
         and the Purchasers thereunder

Ladies and Gentlemen:

     The Agent under the above referenced Sale Agreement hereby notifies each of
you that  Amsterdam  has notified the Agent  pursuant to Section 2.2 of the Sale
Agreement   that  it  will   purchase   from   the   Committed   Purchasers   on
________________ (the "PURCHASE DATE") that portion of the Committed Purchasers'
Investments  identified  on  Schedule I hereto  (the  "ASSIGNED  INTEREST").  As
further provided in Section 2.2 of the Sale Agreement, upon payment by Amsterdam
to the Agent of the purchase price of such  Investments  described on Schedule I
hereto,  effective  as of the  Purchase  Date the  assignment  by the  Committed
Purchasers  to  Amsterdam  of the  Assigned  Interest  shall be complete and all
payments thereon under the Sale Agreement shall be made to Amsterdam.

     In  accordance  with  the  Sale  Agreement,   each  Committed   Purchaser's
acceptance  of the portion of the  purchase  price  payable to it  described  on
<PAGE>
Schedule I hereto  constitutes  its  representation  and warranty that it is the
legal and beneficial  owner of the portion of the Assigned  Interest  related to
its  Purchase  Interest  identified  on Schedule I free and clear of any Adverse
Claim  created or granted by it and that on the Purchase  Date it is not subject
to a Bankruptcy Event.

                                       Very truly yours,

                                       ABN AMRO BANK N.V., as Agent



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

                                       Name
                                            ------------------------------------

                                       Title
                                             -----------------------------------

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

                                       Name
                                            ------------------------------------

                                       Title
                                             -----------------------------------

                                      B-2
<PAGE>
                                   SCHEDULE I
                                       TO
                           NOTIFICATION OF ASSIGNMENT


                           Dated ______________, ____




I.   Amount of Committed Purchaser Investment Assigned:  $________

II.  Information for each Committed Purchaser:

     PURCHASER                 PURCHASE INTEREST            PURCHASE PRICE*





III. Information for Seller:

     Aggregate  amount of  purchase  price in  excess  of  amount of  Investment
     assigned: $___________.


----------
* Calculated in accordance with Section 2.2.

                                      B-3
<PAGE>
                                    EXHIBIT C

                             FORM OF PERIODIC REPORT



<PAGE>
                                    EXHIBIT D

                  ADDRESSES AND NAMES OF SELLER AND ORIGINATOR

     1.  LOCATIONS.  (a)  The  chief  executive  office  of the  Seller  and the
Originator are located at the following address:

                  Seller:     2702 West Encanto
                              Phoenix, AZ 85009

                  Originator: 2200 South 75th Avenue
                              Phoenix, AZ 85043

     No such address was different at any time since June 29 1999

     (b) The following are all the locations where the Seller and the Originator
directly or through its agents maintain any Records:

          Same as (a) above

     2. NAMES.  The following is a list of all names  (including  trade names or
similar  appellations)  used  by the  Seller  and the  Originator  or any of its
divisions or other business units that generate Receivables: None
<PAGE>
                                    EXHIBIT E

                                  SUBSIDIARIES


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

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

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

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

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

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

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

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

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

10.    Swift Transportation Corporation, a Nevada corporation

11.    Swift Receivables Corporation, a Delaware corporation
<PAGE>
                                    EXHIBIT F


                          LOCK BOXES AND LOCK-BOX BANKS



    BANK                        LOCK-BOX NUMBER               COLLECTION ACCOUNT

Bank One, NA                         70406                         XX-XXXXX
<PAGE>
                                    EXHIBIT G

                          TO RECEIVABLES SALE AGREEMENT


                             FORM OF LOCK BOX LETTER


[Name of Lock Box Bank]

Ladies and Gentlemen:

     Reference is made to the lock-box numbers _______________ in __________ and
the associated  lock-box demand deposit account number  ____________  maintained
with you (such  lock-boxes  and  associated  lock-box  demand  deposit  account,
collectively,  the  "ACCOUNTS"),  each  in  the  name  of  Swift  Transportation
Corporation ("STC"). STC hereby confirms it has sold all Receivables (as defined
below) to Swift Receivables Corporation (the "Seller").

     In connection with the Receivables Sale Agreement, dated as of December 30,
1999 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"RECEIVABLES SALE AGREEMENT"),  among the Seller,  the Initial Collection Agent,
Amsterdam Funding  Corporation  ("AMSTERDAM"),  the financial  institutions from
time to time party thereto (collectively,  the "LIQUIDITY PROVIDERS"),  ABN AMRO
Bank N.V., as provider of the program letter of credit (the "ENHANCER"), and ABN
AMRO Bank N.V., as agent (the "AGENT") for  Amsterdam,  the Liquidity  Providers
and the Enhancer  (collectively,  the "PURCHASERS"),  the Seller has assigned to
the Agent for the benefit of the Purchasers an undivided  percentage interest in
the accounts,  chattel paper, instruments or general intangibles  (collectively,
the  "RECEIVABLES")  under which  payments  are or may  hereafter be made to the
Accounts,  and has  granted  to the Agent for the  benefit of the  Purchasers  a
security  interest  in its  retained  interest  in such  Receivables.  As is the
customary  practice  in this type of  transaction,  we hereby  request  that you
execute this letter  agreement.  All references herein to "WE" and "US" refer to
STC and the Seller, jointly and severally.  Your execution hereof is a condition
precedent to our continued maintenance of the Accounts with you.

     We hereby  transfer  exclusive  dominion and control of the Accounts to the
Agent,  subject only to the condition subsequent that the Agent shall have given
you notice that a  ["TERMINATION  EVENT" AND/OR  "COLLECTION  AGENT  REPLACEMENT
EVENT"] has occurred and is continuing  under the Receivables Sale Agreement and
of its election to assume such  dominion  and control,  which notice shall be in
substantially the form attached hereto as Annex A (the "AGENT'S NOTICE").

     At all times prior to the receipt of the Agent's  Notice  described  above,
all payments to be made by you out of, or in connection  with the Accounts,  are
to be made in accordance with the instructions of the Seller or its agent.

     We hereby irrevocably instruct you, at all times from and after the date of
your receipt of the Agent's Notice as described  above,  to make all payments to
be made by you out of, or in  connection  with,  the  Accounts  directly  to the
<PAGE>
Agent,  at its  address  set forth  below its  signature  hereto or as the Agent
otherwise  notifies you, or otherwise in accordance with the instructions of the
Agent.

     We also  hereby  notify  you that,  at all times from and after the date of
your  receipt of the  Agent's  Notice as  described  above,  the Agent  shall be
irrevocably  entitled  to  exercise in our place and stead any and all rights in
connection with the Accounts,  including,  without limitation,  (a) the right to
specify when payments are to be made out of, or in connection with, the Accounts
and (b) the right to require preparation of duplicate monthly bank statements on
the  Accounts  for the Agent's  audit  purposes  and mailing of such  statements
directly to an address  specified by the Agent.  At all times from and after the
date of your receipt of the Agent's Notice, neither we nor any of our affiliates
shall be given any access to the Accounts.

     The Agent's Notice may be personally served or sent by telex,  facsimile or
U.S.  mail,  certified  return  receipt  requested,  to the  address,  telex  or
facsimile  number set forth under your signature to this letter agreement (or to
such other address,  telex or facsimile  number as to which you shall notify the
Agent in writing). If the Agent's Notice is given by telex or facsimile, it will
be  deemed  to have  been  received  when  the  Agent's  Notice  is sent and the
answerback  is  received  (in the case of  telex) or  receipt  is  confirmed  by
telephone  or other  electronic  means  (in the case of  facsimile).  All  other
notices will be deemed to have been received  when actually  received or, in the
case of personal delivery, delivered.

     By executing this letter  agreement,  you  acknowledge the existence of the
Agent's  right to dominion and control of the Accounts and its  ownership of and
security  interest in the amounts from time to time on deposit therein and agree
that  from the date  hereof  the  Accounts  shall be  maintained  by you for the
benefit of, and amounts  from time to time therein held by you as agent for, the
Agent on the terms  provided  herein.  The  Accounts  are to be entitled  "Swift
Receivables  Corporation  and ABN AMRO Bank N.V.,  as Agent for the  Purchasers"
with  the  subline  "Swift  Transportation  Corporation".  Except  as  otherwise
provided in this letter agreement,  payments to the Accounts are to be processed
in  accordance  with the standard  procedures  currently in effect.  All service
charges and fees in connection with the Accounts shall continue to be payable by
us under the arrangements currently in effect.

     By executing this letter agreement, you (a) irrevocably waive and agree not
to assert, claim or endeavor to exercise, (b) irrevocably bar and estop yourself
from  asserting,  claiming or exercising and (c)  acknowledge  that you have not
heretofore  received a notice,  writ,  order or other form of legal process from
any other  party  asserting,  claiming  or  exercising,  any  right of  set-off,
banker's lien or other  purported  form of claim with respect to the accounts or
any funds  from time to time  therein.  Except for your right to payment of your
service  charge and fees and to make  deductions for returned  items,  you shall
have no rights in the Accounts or funds therein,  except  deductions for service
charges,  fees and returned or misplaced  items. To the extent you may ever have
any additional rights,  you hereby expressly  subordinate all such rights to all
rights of the Agent.

     You  may  terminate  this  letter   agreement  by  canceling  the  Accounts
maintained with you, which  cancellation and termination  shall become effective
only upon thirty (30) days prior written notice thereof from you to the Agent in

                                      G-2
<PAGE>
the  absence  of  fraud  or  abuse.  Incoming  mail  addressed  to the  Accounts
(including,  without  limitation,  any direct  funds  transfer to the  Accounts)
received  after such  cancellation  shall be  forwarded in  accordance  with the
Agent's instructions.  This letter agreement may also be terminated upon written
notice to you by the Agent  stating that the  Receivables  Sale  Agreement is no
longer in effect.  Except as otherwise  provided in this paragraph,  this letter
agreement may not be terminated without the prior written consent of the Agent.

     This letter  agreement  contains the entire  agreement  between the parties
with respect to the subject matter hereof,  and may not be altered,  modified or
amended in any  respect,  nor may any  right,  power or  privilege  of any party
hereunder be waived or released or discharged,  except upon execution by you, us
and the Agent of a written instrument so providing.  The terms and conditions of
any agreement between us and you (a "LOCK-BOX SERVICE  AGREEMENT")  (whether now
existing or executed  hereafter) with respect to the lock-box  arrangements,  to
the extent not inconsistent  with this letter  agreement,  will remain in effect
between you and us. In the event that any provision in this letter  agreement is
in conflict  with,  or  inconsistent  with,  any  provision of any such Lock-Box
Service  Agreement,  this letter agreement will exclusively  govern and control.
Each party agrees to take all actions reasonably requested by any other party to
carry out the  purposes of this letter  agreement or to preserve and protect the
rights of each party hereunder.

     STC agrees to indemnify,  defend and hold harmless you and your affiliates,
directors,  officers,  employees,  agents,  successors  and  assigns  (each,  an
"INDEMNITEE") from and against any and all liabilities, losses, claims, damages,
demands,  costs and expenses of every kind  (including  but not limited to costs
incurred as a result of items being  deposited  in the Account and being  unpaid
for any reason,  reasonable  attorney's fees and the reasonable  charges of your
in-house  counsel)  incurred or sustained by any Indemnitee  arising out of your
performance of the services  contemplated by this Lock-Box Letter, except to the
extent such liabilities,  losses, claims,  damages,  demands, costs and expenses
are the  direct  result of your gross  negligence  or  willful  misconduct.  The
provisions  of this  paragraph  shall survive the  termination  of this Lock-Box
Letter.

     In the event STC becomes  subject to a voluntary or involuntary  proceeding
under the United States  Bankruptcy  Code,  or if you are otherwise  served with
legal process  which you in good faith believe  affects funds in the Account you
may  suspend  disbursements  from the  Account  otherwise  required by the terms
hereof  until  such time as you  receive  an  appropriate  court  order or other
assurances  satisfactory to you  establishing  that the funds may continue to be
disbursed according to the instructions contained in this Lock-Box Letter.

     THIS  LETTER  AGREEMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF  __________.  This letter  agreement may be executed in
any number of counterparts and all of such  counterparts  taken together will be
deemed to constitute one and the same instrument.

                                      G-3
<PAGE>
     Please  indicate  your  agreement to the terms of this letter  agreement by
signing in the space provided below. This letter agreement will become effective
immediately  upon  execution of a  counterpart  of this letter  agreement by all
parties hereto.


                                       Very truly yours,

                                       SWIFT TRANSPORTATION CORPORATION


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


                                       SWIFT RECEIVABLES CORPORATION


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

                                      G-4
<PAGE>
Accepted and confirmed as of the date first written above:

By: ABN AMRO BANK N.V., as Agent


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


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

Address of notice:

     ABN AMRO Bank N.V.
     Structured Finance, Asset Securitization
     135 South LaSalle Street
     Chicago, Illinois 60674
     Attention:  Purchaser Agent-Amsterdam
     Telephone Number: (312) 904-6263
     Telecopy Number: (312) 904-6376

Acknowledged and agreed to as of the date first written above:

[NAME OF BANK]


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

Address for notice:

         -------------------------------

         -------------------------------

         -------------------------------

                                      G-5
<PAGE>
                                                                      ANNEX A TO
                                                                 LOCK-BOX LETTER

[Name of Bank]


     Re: Swift Receivables Corporation
         Lock Box Numbers ______________
         Lock-Box Account Number ____________

Ladies and Gentlemen:

     Reference  is made to the letter  agreement  dated  December  30, 1999 (the
"LETTER AGREEMENT") among Swift  Transportation  Corporation,  Swift Receivables
Corporation,  the undersigned,  as Agent, and you concerning the above-described
lock-boxes and lock-box account (collectively,  the "ACCOUNTS").  We hereby give
you notice that a  ["TERMINATION  EVENT" AND/OR  "COLLECTION  AGENT  REPLACEMENT
EVENT"] has occurred and is continuing  under the Receivables Sale Agreement (as
defined in the Letter  Agreement)  and of our assumption of dominion and control
of the Accounts as provided in the Letter Agreement.

     We hereby  instruct you not to permit any other party to have access to the
Accounts and to make all payments to be made by you out of or in connection with
the Accounts directly to the undersigned upon our  instructions,  at our address
set forth above.

                                       Very truly yours,

                                       ABN AMRO BANK N.V.


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

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


cc: Swift Receivables Corporation

                                      G-6
<PAGE>
                                    EXHIBIT H

                          TO RECEIVABLES SALE AGREEMENT


                             COMPLIANCE CERTIFICATE

To:  ABN AMRO Bank N.V., as Agent, and
     each Purchaser

     This Compliance Certificate is furnished pursuant to Section 5.1(a)(iii) of
the  Receivables  Sale  Agreement,  dated as of December  30, 1999 (as  amended,
supplemented  or  otherwise   modified  through  the  date  hereof,   the  "SALE
AGREEMENT"),   among  Swift  Receivables   Corporation  (the  "SELLER"),   Swift
Transportation  Corporation  (the  "INITIAL  COLLECTION  AGENT"),  the liquidity
providers  from  time  to  time  party  thereto  (collectively,  the  "LIQUIDITY
PROVIDERS"), Amsterdam Funding Corporation ("AMSTERDAM") and ABN AMRO Bank N.V.,
as the  provider of the program  letter of credit (the  "ENHANCER"  and together
with the Liquidity Providers and Amsterdam, the "PURCHASERS"), and ABN AMRO Bank
N.V. as agent for the Purchasers (in such capacity, the "AGENT").  Terms used in
this  Compliance  Certificate  and not otherwise  defined  herein shall have the
respective meanings ascribed thereto in the Sale Agreement.

     THE UNDERSIGNED HEREBY REPRESENTS, WARRANTS, CERTIFIES AND CONFIRMS THAT:

          1. The undersigned is a duly elected  Designated  Financial Officer of
     the undersigned.

          2. Attached hereto is a copy of the financial  statements described in
     Section 5.1(a)(i) or 5.1(a)(ii) of the Sale Agreement.

          3. The undersigned has reviewed the terms of the Transaction Documents
     and has made,  or caused to be made under his/her  supervision,  a detailed
     review  of the  transactions  and  the  conditions  of the  Seller  and the
     Originator  during and at the end of the  accounting  period covered by the
     attached financial statements.

          4. The examinations  described in paragraph 3 hereof did not disclose,
     and the  undersigned has no knowledge of, the existence of any condition or
     event which constitutes a Potential Termination Event, during or at the end
     of the accounting period covered by the attached financial statements or as
     of the date of this Compliance Certificate, except as set forth below.

          5. Based on the  examinations  described  in  paragraph 3 hereof,  the
     undersigned  confirms that the representations and warranties  contained in
     Article IV of the Sale Agreement are true and correct as though made on the
     date hereof, except as set forth below.
<PAGE>
          6. The  undersigned  confirms that Year 2000  remediation  efforts are
     proceeding as scheduled.

          7. [INDICATE  WHETHER AN AUDITOR,  REGULATOR OR THIRD PARTY CONSULTANT
     OF THE  UNDERSIGNED HAS ISSUED A MANAGEMENT  LETTER OR OTHER  COMMUNICATION
     REGARDING YEAR 2000 EXPOSURE, PROGRAM OR PROGRESS].

     Described below are the exceptions,  if any, to paragraphs 4 and 5 listing,
in detail,  the nature of the condition or event, the period during which it has
existed and the action the  undersigned has taken, is taking or proposes to take
with respect to each such condition or event:






     The foregoing  certifications,  together with the computations set forth in
Schedule I hereto and the financial  statements  delivered with this  Compliance
Certificate  in  support  hereof,  are  made  and  delivered  this  ____  day of
___________, ____.

                                       [NAME OF SELLER OR ORIGINATOR]



                                       By:
                                           -------------------------------------
                                           Designated Financial Officer

                                      H-2
<PAGE>
                                    EXHIBIT I

                          CREDIT AND COLLECTION POLICY