EX-10.3



 Exhibit 10.3 
 EXECUTION VERSION 
 INCREMENTAL FACILITY AMENDMENT 

INCREMENTAL FACILITY AMENDMENT, dated as of April 17, 2012 (this “Agreement”), among SWIFT TRANSPORTATION CO., LLC
(the “Borrower”), SWIFT TRANSPORTATION COMPANY (“Holdings”), the Incremental Lender (as defined below), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). 

W I T N E S S E T H 
 WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of December 21, 2010 and amended and restated as of March 6, 2012 (as may be further amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among others, the Borrower, Holdings, the several lenders from time to time parties thereto and the Administrative Agent; 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit
to the Borrower; 
 WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Borrower has requested that an
Incremental Term Loan in the amount of $10,000,000 be made available to the Borrower, which Loan shall be a Specified Incremental Tranche B-1 Term Loan, and the Administrative Agent and the Incremental Lender (as defined below) have agreed, upon the
terms and subject to the conditions set forth herein, that BMO Harris Bank, N.A. (the “Incremental Lender”) will provide the Incremental Term Loan (as defined below), and as permitted by Section 2.16 of the Credit Agreement,
the Credit Agreement will be amended as set forth herein without additional consent or approval of the other Lenders; 

WHEREAS, the proceeds of the Specified Incremental Tranche B-1 Term Loans will be used by the Borrower solely to prepay Tranche B-2 Term
Loans and to pay fees and expenses in connection with the establishment of the Incremental Term Loan; 
 NOW, THEREFORE, the
parties hereto agree as follows: 
 SECTION 1. Defined Terms, Unless otherwise defined herein, capitalized terms are used
herein as defined in the Credit Agreement as amended hereby. 
 SECTION 2. Incremental Term Loan. Subject to the terms
and conditions set forth herein, the Incremental Lender agrees to make a Specified Incremental Tranche B-1 Term Loan to the Borrower on the Incremental Effective Date (as defined below) in an amount equal to the amount set forth under the heading
“Specified Incremental Tranche B-1 Term Loan Commitment” opposite the Incremental Lender’s name on Annex II hereto (such commitment, the “Incremental Term Loan”). The proceeds of the Incremental Term Loan will be used
by the Borrower solely to prepay a portion of the Tranche B-2 Term Loans and to pay fees and expenses in connection with the establishment of the Incremental Term Loan. The Specified Incremental Tranche B-1 Term Loan made pursuant to the Incremental
Term Loan shall be made in accordance with the procedures set forth in Section 2.02 of the Credit Agreement. The Specified Incremental Tranche B-1 Term Loan shall be a Tranche B-1 Term Loan for all purposes of the Credit Agreement, other than
Section 2.07 thereof. The Specified Incremental Tranche B-1 Term Loan shall be repaid in quarterly installments as set forth in Section 2.07 of the Credit Agreement (as amended by this Agreement). 







 SECTION 3. Joinder and Amendment of the Credit Agreement. Subject to the terms and
conditions set forth herein, on the Incremental Effective Date (as defined below): 
 a) The Incremental Term Loan shall be
deemed to be an Incremental Term Loan (as defined in the Credit Agreement) and a Specified Incremental Tranche B-1 Term Loan, the Incremental Lender shall be deemed to be an Incremental Term Lender and a Specified Incremental Tranche B-1 Term Lender
and this Agreement shall be deemed to be an Incremental Facility Amendment (as defined in the Credit Agreement), in each case, for all purposes of the Credit Agreement and the other Loan Documents. 

b) Schedule 2.01 (Commitments) to the Credit Agreement is hereby amended by supplementing such schedule with the information contained in
Annex II hereto. 
 c) Section 2.07 (Repayment of Loans) of the Credit Agreement is hereby amended by inserting the
following proviso at the end of clause (a) thereof: 
 “provided further, that on each Quarterly Payment Date
commencing June 30, 2012, the Borrower shall repay to the Lenders in respect of the Specified Incremental Tranche B-1 Term Loans an aggregate principal amount of Specified Incremental Tranche B-1 Term Loans equal to the amounts set forth below
(which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), with the final principal repayment installment of the Specified Incremental Tranche B-1 Term
Loans to be repaid on the Tranche B-1 Term Loan Maturity Date (which final principal repayment installment shall in any event shall be in an amount equal to the aggregate principal amount of all Specified Incremental Tranche B-1 Term Loans
outstanding on such date): 
  

					
	 Quarterly Payment Date
	  	Amount	 
	 June 30, 2012
	  	$	250,000	  
	 September 30, 2012
	  	$	250,000	  
	 December 31, 2012
	  	$	250,000	  
	 March 31, 2013
	  	$	250,000	  
	 June 30, 2013
	  	$	250,000	  
	 September 30, 2013
	  	$	250,000	  
	 December 31, 2013
	  	$	250,000	  
	 March 31, 2014
	  	$	500,000	  
	 June 30, 2014
	  	$	500,000	  
	 September 30, 2014
	  	$	500,000	  
	 December 31, 2014
	  	$	500,000	  
	 March 31, 2015
	  	$	500,000	  
	 June 30, 2015
	  	$	500,000	  
	 September 30, 2015
	  	$	500,000	  
	 December 31, 2015
	  	$	1,000,000	  
	 March 31, 2016
	  	$	500,000	  
	 June 30, 2016
	  	$	500,000	  
	 September 30, 2016
	  	$	500,000	  
	 December 21, 2016
	  	$	2,250,000	  








 SECTION 4. Conditions to Effectiveness of Agreement. The effectiveness of this
Agreement is subject to the satisfaction of each of the following conditions (the date on which such conditions shall have been so satisfied, the “Incremental Effective Date”): 

a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by a duly authorized officer of
the Borrower, Holdings, the Administrative Agent and the Incremental Lender. 
 b) Each Loan Party shall reaffirm by executing
the Acknowledgment and Confirmation substantially in the form attached hereto as Annex I that the Specified Incremental Tranche B-1 Term Loan made pursuant to the Incremental Term Loan shall be secured equally and ratably with the existing Loans by
the Collateral. It is understood and agreed that the Acknowledgment and Confirmation delivered in connection with the First Amendment executed on even date herewith shall be sufficient to satisfy the conditions set forth in this clause (b) to
the extent such opinions cover the matters set forth in this clause (b). 
 c) All accrued reasonable and documented
out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) due and payable to the Administrative Agent in connection with this Agreement on or prior to the
Incremental Effective Date shall have been paid. 
 d) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Agreement and the transactions contemplated hereby and any other
legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing
the execution, delivery and performance of this Agreement), all in form and substance reasonably satisfactory to the Administrative Agent. 
 e) The Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties. Each such legal opinion shall cover such customary
matters incidental to this Agreement as the Administrative Agent may request and shall be addressed to the Administrative Agent and the Lenders as of the Incremental Effective Date. It is understood and agreed that the opinions delivered in
connection with the First Amendment executed on even date therewith shall be sufficient to satisfy the conditions set forth in this clause (e) to the extent such opinions cover the matters set forth in this clause (e). 

f) The conditions set forth in Section 4.02 of the Credit Agreement shall be satisfied as of the Incremental Effective Date.

 SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Agreement and to make
the Specified Incremental Tranche B-1 Term Loan pursuant to the Incremental Term Loan, Holdings and the Borrower each represent and warrant to the Administrative Agent and the Incremental Lender that, on the Incremental Effective Date, the
representations and warranties of each Loan Party set forth in the Loan Documents will be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material
Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case
such representation and warranty will be true and correct in all respects) as of such earlier date). 







 SECTION 6. Continuing Effect. 

a) Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and
effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the
Lenders’ willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after
the Incremental Effective Date, each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 

b) The Borrower and the other parties hereto acknowledge and agree that this Agreement shall constitute a Loan Document. 

SECTION 7. Fees. The Borrower agrees to pay to the Administrative Agent for the account of the Incremental Lender an upfront fee
in an amount equal to 25 basis points of the amount of the Incremental Term Loan provided by the Incremental Lender on the Incremental Effective Date. Such fee shall be due and payable on the Incremental Effective Date. 

SECTION 8. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the preparation and delivery of this Agreement, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and
disbursements of one firm of counsel to the Administrative Agent in accordance with the terms in the Credit Agreement 
 SECTION
9. Amendments; Execution in Counterparts. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, Holdings, the Administrative Agent and the Incremental Lender. This
Agreement may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but
all the counterparts shall together constitute one and the same instrument. 
 SECTION 10. GOVERNING LAW; WAIVER OF JURY
TRIAL. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTIONS 10.14 AND
10.15 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
 [Remainder of page intentionally left blank.]








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

							
	  	 	  	 	SWIFT TRANSPORTATION CO., LLC
				
		 		 	 By:
	 	
		 		 		 	  

		 		 		 	Name:
		 		 		 	Title:
			
		 		 	 SWIFT TRANSPORTATION COMPANY

				
		 		 	 By:
	 	  

		 		 		 	Name:
		 		 		 	Title:









							
	  	 	  	 	BANK OF AMERICA, N.A., as
		 		 	 Administrative Agent

				
		 		 	 By:
	 	  

		 		 		 	Name:
		 		 		 	Title:

 [Signature Page to Incremental Facility Amendment] 








							
	  	 	  	 	BMO HARRIS BANK, N.A., as Incremental Lender
				
		 		 	 By:
	 	  

		 		 		 	Name:
		 		 		 	Title:

 [Signature Page to Incremental Facility Amendment] 







 ANNEX I 
 Form of Acknowledgment and Confirmation 







 ANNEX II 

 

					
	 Lender
	  	Specified Incremental Tranche B-1 Term Loan	 
	 BMO HARRIS BANK, N.A.
	  	$	10,000,000