Exhibit 10.11 Credit Agreement with Wells Fargo


    

      CREDIT
        AGREEMENT

       

      BY
        THIS
        CREDIT AGREEMENT (together with any amendments or modifications, the
        "Agreement"), entered into as of September 15, 2005 by and between KNIGHT
        TRANSPORTATION, INC., an Arizona corporation (the "Borrower"), and WELLS
        FARGO
        BANK, NATIONAL ASSOCIATION (the "Lender"), in consideration of the mutual
        promises herein contained and for other valuable consideration, the parties
        hereto do agree as follows:

       

      RECITALS

       

      A. The
        Borrower has asked the Lender to provide a revolving credit facility (the
        "RLC
        Facility") in the maximum principal amount of $25,000,000.00 to the Borrower
        for
        working capital purposes, of which an amount up to the Letter of Credit
        Commitment may be applied to the issuance of one or more Letters of
        Credit.

       

      B. The
        Lender is willing to extend such credits to the Borrower on the terms and
        subject to the conditions herein set forth.

       

      C. Effective
        as of the delivery of this Agreement, the Credit Agreement dated April 6,
        2001 among the Borrower, Wells Fargo Bank, National Association, as
        administrative agent and the banks party thereto (the "Prior Agreement")
        will be
        terminated and replaced by this Agreement.

       

      Accordingly,
        the Borrower and the Lender agree as follows:

       

      ARTICLE
        1  

       

      DEFINITIONS

       

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

       

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

       

      "Agreement"
        shall mean this Credit Agreement, as amended or modified from time to
        time.

       

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

       

      
        "Applicable
          Margin" shall mean the following:

         

        
          	
                  LIBOR

                	
                  Base
                    Rate

                
	
                  Borrowing

                	
                  Borrowing

                
	
                  62.5
                    basis points

                	
                  0
                    basis points

                


        

        




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

       

      "Base
        Rate" shall mean the Prime Rate.

       

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

       

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

       

      "Borrower"
        shall mean KNIGHT TRANSPORTATION, INC., an Arizona corporation.

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      "Capital
        Lease" shall mean any lease of any property (whether real, personal or mixed)
        required by GAAP to be accounted for as a capital lease on the balance sheet
        of
        the lessee.

       

      "Capital
        Lease Obligations" of any Person shall mean the obligations of such Person
        to
        pay rent or other amounts under any lease of (or other arrangement conveying
        the
        right to use) real or personal property, or a combination thereof, which
        obligations are required to be classified and accounted for as capital leases
        on
        a balance sheet of such person under GAAP and, for the purposes of this
        Agreement, the amount of such obligations at any time shall be the capitalized
        amount thereof at such time determined in accordance with GAAP.

       

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

       

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

       

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

       

      "Commitment"
        shall mean the commitment of the Lender as to the Facility hereunder, as
        such
        Commitment may be permanently terminated or reduced from time to time pursuant
        to Section 2.10. The Commitment shall fully, automatically and permanently
        terminate on the RLC Maturity Date.

       

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

       

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

       

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

       

      "Default
        Rate" shall mean a rate per annum (computed as provided in Section 2.8(b))
        equal
        to the Base Rate plus three percent (3%) and changing in conformity with
        each
        change in the Base Rate.

       

      "Designated
        Officer" shall mean any of the Chairman of the Board, President, any Vice
        President, the Chief Financial Officer, and the Chief Accounting Officer
        of the
        Borrower.

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      "Existing
        Letters of Credit" shall mean the letters of credit outstanding on the Closing
        Date issued under the Prior Agreement, which letters of credit are listed
        on
        Schedule 2A.5 attached hereto.

       

      "Facility"
        shall mean the RLC Facility.

       

      "Fees"
        shall mean the Commitment Fee and all other fees and charges, if any, (other
        than interest) payable hereunder or otherwise payable in connection with
        the
        Facility.

       

      "Financial
        Covenants": See Section 5.11.

       

      "Financial
        Officer" of any Person shall mean the chief financial officer, principal
        accounting officer, treasurer or controller of such Person.

       

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

       

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

       

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

       

      "Guaranties",
        each a Guaranty, shall have the meaning given such term in Section
        2.19.

       

      "Guarantors,"
        each a "Guarantor," shall mean each Subsidiary of Borrower.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      "Information"
        shall have the meaning defined in Section 8.17 hereof.

       

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

       

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

       

      "Lender"
        shall mean WELLS FARGO BANK, NATIONAL ASSOCIATION.

       

      "Letter
        of Credit Balance" shall mean, at any time, the sum of (a) the aggregate
        undrawn amount of all Letters of Credit outstanding at such time plus
        (b) the aggregate amount which has been drawn under Letters of Credit but
        for which the Lender has not been reimbursed by the Borrower.

       

      "Letter
        of Credit Commitment" shall mean $25,000,000.00.

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      "Letters
        of Credit" shall mean letters of credit issued by the Lender for the account
        of
        the Borrower pursuant to Article IIA as well as the Existing Letters of
        Credit.

       

      "Leverage"
        shall mean the sum of the Borrower's current liabilities and non-current
        liabilities less its Subordinated Debt, divided by the sum of its total
        stockholders' equity plus its Subordinated Debt, less its intangible assets,
        all
        as determined at fiscal quarter end.

       

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

       

      "LIBOR
        Rate" shall mean, with respect to any LIBOR Borrowing for any Interest Period,
        the average of the interest rate per annum equal to the composite London
        interbank offered rate for Dollar deposits approximately equal in principal
        amount to such LIBOR Borrowing and for a maturity comparable to such Interest
        Period for delivery on the first day of the Interest Period, adjusted for
        reserve requirements.

       

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

       

      "Loans"
        shall mean the loan made available by the Lender to the Borrower, in the
        form of
        the Revolving Loan under the RLC Facility.

       

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

       

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

       

      "Maximum
        RLC Commitment" shall mean $25,000,000.00.

       

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

       

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

       

      "Note"
        shall mean a revolving credit note of the Borrower executed and delivered
        as
        provided in Section 2.7 as such Note might be amended, modified, extended
        and
        restated from time to time.

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

      "Prime
        Rate" shall mean at any time the rate of interest per annum most recently
        announced within the Lender at its principal office in San Francisco as its
        prime rate, with the understanding that the prime rate of the Lender is one
        of
        its base rates and serves as the basis upon which effective rates of interest
        are calculated for those loans making reference thereto, and is evidenced
        by the
        recording thereof after its announcement in such internal publication or
        publications as the Lender may designate; each change in the Prime Rate shall
        be
        effective on the date such change is announced within the Lender.

       

      "Prior
        Agreement": See Recital C.

       

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

       

      "Quick
        Ratio" shall mean the sum of the Borrower's unrestricted cash, unrestricted
        marketable securities, net accounts receivable and income tax receivable
        convertible into cash, divided by the sum of total current liabilities, the
        RLC
        Balance and the Letter of Credit Balance, all as determined at the end of
        each
        fiscal quarter.

       

      "Redeployment
        Loss": See Section 2.15.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      "RLC
        Balance" means the outstanding aggregate principal amount of all
        Borrowings.

       

      "RLC
        Commitment" shall mean the Maximum RLC Commitment.

       

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

       

      "RLC
        Maturity Date" shall mean September 30, 2007.

       

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

       

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

       

      "Subordinated
        Debt" shall mean Indebtedness of the Borrower whose payment is subordinated
        in
        writing to the payment of the Loans and the other obligations of the Borrower
        under this Agreement, to the satisfaction of the Lender.

       

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

       

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

       

      "Type,"
        when used in respect of any Borrowing, shall refer to the rate by reference
        to
        which interest on such Borrowing is determined. For purposes hereof, "rate"
        shall mean the LIBOR Rate or the Base Rate.

       

      "Wells
        Fargo" shall mean Wells Fargo Bank, National Association.

       

      Section
        1.2  Terms
        Generally.
        The
        definitions in Section 1.1 shall apply equally to both the singular and plural
        forms of the terms defined. Whenever the context may require, any pronoun
        shall
        include the corresponding masculine, feminine and neuter forms. All references
        herein to Articles, Sections, Exhibits and Schedules shall be deemed references
        to Articles and Sections of this Agreement, and Exhibits and Schedules to
        this
        Agreement, unless the context shall otherwise require. Except as otherwise
        expressly provided herein, all terms of an accounting or financial nature
        shall
        be construed in accordance with GAAP as in effect in the United States of
        America from time to time; provided,
        however,
        that,
        for purposes of determining compliance with any covenant set forth in Article
        VI, such terms shall be construed in accordance with GAAP as in effect on
        the
        date of this Agreement.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      ARTICLE
        2  

       

      THE
        RLC FACILITY

       

      Section
        2.1  The
        RLC Commitment.

       

      (a)  Subject
        to the terms and conditions herein set forth, the Lender agrees to make advances
        of its Revolving Loan to the Borrower, at any time and from time to time
        on and
        after the date hereof and until the RLC Maturity Date, in an aggregate principal
        amount at any time outstanding not to exceed the RLC Commitment, subject,
        however, to the conditions that at no time shall the outstanding aggregate
        principal amount of all Borrowings pursuant to the Revolving Loan, together
        with
        the Letter of Credit Balance, exceed the Maximum RLC Commitment. The RLC
        Commitment may be terminated or reduced from time to time pursuant to Section
        2.10. Within the foregoing limits, the Borrower may borrow, pay or prepay
        and
        reborrow hereunder, on and after the date hereof and prior to the RLC Maturity
        Date, subject to the terms, conditions and limitations set forth
        herein.

       

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

       

      Section
        2.2  [Intentionally
        left blank].

       

      Section
        2.3  Procedures
        for Borrowings Under the RLC Facility.

       

      (a)  Each
        advance under the Revolving Loan shall be a single LIBOR Borrowing or a single
        Base Rate Borrowing, as the Borrower may request. Borrowings of more than
        one
        Type may be outstanding at the same time; provided,
        however,
        that
        (i) the Borrower shall not be entitled to request any Borrowing which, if
        made,
        would result in an aggregate of more than five (5) separate LIBOR Borrowings
        being outstanding under the Revolving Loan at any one time and (ii) each
        LIBOR
        Borrowing shall be in a principal amount which is an integral multiple of
        $100,000.00 and not less than $1,000,000.00. For purposes of the foregoing,
        Borrowings having different Interest Periods, regardless of whether they
        commence on the same date, shall be considered separate Borrowings.

       

      (b)  In
        order
        to request a Borrowing, the Borrower shall give to the Lender written or
        telecopy notice (or telephone notice confirmed in writing on the same Business
        Day) in the form of Exhibit "B" (a "Borrowing Notice") not later than 9:00
        a.m.,
        California time, (a) in the case of a LIBOR Borrowing, three (3) Business
        days
        before a proposed Borrowing and (b) in the case of a Base Rate Borrowing,
        on the
        day of a proposed Borrowing. Each Borrowing Notice shall be irrevocable and
        shall in each case specify (i) whether the Borrowing then being requested
        is to be a LIBOR Borrowing or a Base Rate Borrowing; (ii) the date of such
        Borrowing (which shall be a Business Day) and the amount thereof; (iii) if
        such Borrowing is to be a LIBOR Borrowing, the Interest Period with respect
        thereto; and (iv) if such Borrowing is to reborrow all or any part of any
        outstanding Borrowing, the identity and amount of such Borrowing that the
        Borrower requests to be refinanced. If no election as to the Type of Borrowing
        is specified in any Borrowing Notice, then the requested Borrowing shall
        be a
        Base Rate Borrowing. If no Interest Period with respect to any LIBOR Borrowing
        is specified in any Borrowing Notice, then the Borrower shall be deemed to
        have
        selected an Interest Period of one month's duration. Subject to Section 2.11,
        if
        the Borrower shall not have given notice in accordance with this Section
        of its
        election to reborrow a LIBOR Borrowing prior to the end of the Interest Period
        in effect for such Borrowing, then the Borrower (unless such Borrowing is
        repaid
        at the end of such Interest Period) shall be deemed to have given notice
        of an
        election to reborrow such Borrowing with a Base Rate Borrowing.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      Section
        2.4  Revolving
        Loan.
        The
        Revolving Loan shall be made as part of a Borrowing made by the
        Lender.

       

      Section
        2.5  Reborrowings.
        Subject
        to Section 2.11, the Borrower may reborrow all or any part of any Borrowing
        with
        a Borrowing of the same or a different Type made pursuant to Section 2.3,
        subject to the conditions and limitations set forth herein and elsewhere
        in this
        Agreement. Any Borrowing or part thereof so reborrowed or combined shall
        be
        deemed to have been repaid in accordance with Section 2.7 with the proceeds
        of a
        new Borrowing hereunder, and the proceeds of the new Borrowing (except to
        the
        extent, if any, they exceed the principal amount of the Borrowing(s) being
        reborrowed) shall not be disbursed to the Borrower.

       

      Section
        2.6  Fees.

       

      (a)  The
        Borrower agrees to pay to the Lender (i) quarterly in arrears for each calendar
        quarter ending each March 31, June 30, September 30 and December 31, on the
        last
        Business Day of each calendar quarter, commencing September 30, 2005 and
        (ii) on the date on which the RLC Commitment shall be terminated as provided
        herein, for the period from the end of the preceding calendar quarter to
        the
        date of such termination, a commitment fee (the "Commitment Fee") at a rate
        per
        annum equal to 6.25 basis points (.0625%) on the Average Adjusted Daily Undrawn
        Balance during the preceding calendar quarter (or shorter period (1) commencing
        with the date hereof or (2) ending with the RLC Maturity Date or any other
        date
        on which the Commitment shall be terminated). The Commitment Fee shall be
        computed on the basis of the actual number of days elapsed in a year of 360
        days. The Commitment Fee shall commence to accrue on the date hereof and
        shall
        cease to accrue on the earlier of the RLC Maturity Date and the termination
        of
        the Commitment of Lender as provided herein.

       

      (b)  Once
        paid, the Commitment Fee shall not be refundable under any
        circumstances.

       

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

       

      Section
        2.8  Interest
        on Revolving Loans.

       

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

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      (b)  Subject
        to the provisions of Sections 2.9 and 2.11, each Base Rate Borrowing shall
        bear
        interest (computed on the basis of the actual number of days elapsed over
        a year
        of 360 days, as the case may be) at a rate per annum equal to the Base Rate
        plus
        the Applicable Margin. Interest on each Base Rate Borrowing shall be payable
        on
        each applicable Interest Payment Date. The Base Rate shall be determined
        by the
        Lender and such determination shall be conclusive absent manifest error.
        The
        Lender shall promptly advise the Borrower of such determination.

       

      Section
        2.9  Default
        Interest.
        If the
        Borrower shall default in the payment of the principal of or interest on
        any
        Revolving Loan or any other amount becoming due hereunder, whether by scheduled
        maturity, notice of prepayment, acceleration or otherwise, the Borrower shall
        on
        demand from time to time pay interest, to the extent permitted by law, on
        such
        defaulted amount up to (but not including the date of actual payment (after
        as
        well as before judgment) at the Default Rate.

       

      Section
        2.10  Termination
        and Reduction of Commitments.

       

      (a)  The
        RLC
        Commitment shall be automatically terminated on the RLC Maturity
        Date.

       

      (b)  Upon
        at
        least three (3) Business Days' prior irrevocable written or telecopy notice
        to
        the Lender, the Borrower may at any time in whole permanently terminate,
        or from
        time to time in part permanently reduce, the RLC Commitment; provided,
        however,
        that
        each partial reduction of the Maximum RLC Commitment shall be in an integral
        multiple of $100,000.00 and in a minimum principal amount of $1,000,000.00;
        and
provided further,
        that
        the Borrower shall not be permitted to terminate or reduce the Maximum RLC
        Commitment if, as a result respectively, the aggregate principal amount of
        the
        outstanding Borrowings together with the Letter of Credit Balance outstanding
        hereunder would exceed such reduced amount of the Maximum RLC
        Commitment.

       

      Section
        2.11  Conversion
        and Continuation of Borrowings.
        The
        Lender agrees to communicate the proposed LIBOR Rate verbally or otherwise
        to
        the Borrower on or about 8:00 a.m., California time, on any proposed conversion
        or continuation date and thereupon the Borrower shall have the right at any
        time
        upon prior irrevocable notice to the Lender not later than 10:00 a.m.,
        California time, (i) on the day of conversion, to convert any LIBOR Borrowing
        into a Base Rate Borrowing, (ii) on the day of conversion or continuation,
        to
        convert any Base Rate Borrowing into a LIBOR Borrowing or to continue any
        LIBOR
        Borrowing as a LIBOR Borrowing for an additional Interest Period, and (iii)
        on
        the day of conversion, to convert the Interest Period with respect to any
        LIBOR
        Borrowing to another permissible Interest Period, subject in each case to
        the
        following:

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  any
        LIBOR
        Borrowing may be converted only at the end of the Interest Period applicable
        thereto;

       

      (d)  any
        portion of a Borrowing maturing or required to be repaid in less than one
        month
        may not be converted into or continued as a LIBOR Borrowing; and

       

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

       

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

       

      Section
        2.12  Prepayment.

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        2.13  Reserve
        Requirements; Change in Circumstances.

       

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

       

      (b)  Notwithstanding
        any other provision herein, if after the date of this Agreement any change
        in
        applicable law or regulation (either by way of changes in existing laws or
        regulations or the introductions of new laws or regulations) or in the
        interpretation or administration thereof by any Governmental Authority charged
        with the interpretation or administration thereof (whether or not having
        the
        force of law) shall change the basis of taxation of payments to the Lender
        of
        the principal of or interest on any LIBOR Borrowing made by the Lender, Fees
        or
        other amounts payable hereunder (other than changes in respect of taxes imposed
        on the net income of the Lender), or shall impose, modify or deem applicable
        any
        reserve, special deposit or similar requirement against assets of, deposits
        with
        or for the account of or credit extended by the Lender, including without
        limitation any reserve requirement that may be applicable to "eurocurrency
        liabilities" under and as defined in Regulation D, or shall impose on the
        Lender or the London interbank market any other condition affecting this
        Agreement or any LIBOR Borrowing made by the Lender, and the result of any
        of
        the foregoing shall be to increase the cost to the Lender of making or
        maintaining any LIBOR Borrowing or to reduce the amount of any sum received
        or
        receivable by the Lender hereunder or under the Note (in respect of LIBOR
        Borrowing only), whether of principal, interest or otherwise, by an amount
        deemed by the Lender in good faith to be material, then, the Borrower will
        pay
        to the Lender upon demand such additional amount or amounts as will compensate
        the Lender for such additional costs incurred or reduction
        suffered.

       

      (c)  A
        certificate of the Lender setting forth such amount or amounts as shall be
        necessary to compensate the Lender or its holding company as specified in
        paragraph (a) or (b) above, as the case may be, and setting forth in reasonable
        detail the manner in which such amount or amounts shall have been determined
        shall be delivered to the Borrower and shall be conclusive absent manifest
        error. The Borrower shall pay the Lender the amount shown as due on any such
        certificate delivered by it within ten (10) days after its receipt of the
        same.

       

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

       

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

       

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

       

      Section
        2.14  Change
        in Legality.

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      (ii)  Subtract
        from the
        amount determined in (i) above the amount of interest which would have accrued
        for the same month on the amount prepaid for the remaining term of such Interest
        Period at the LIBOR Rate in effect on the date of prepayment for new loans
        made
        for such term and in a principal amount equal to the amount
        prepaid.

       

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

       

      The
        Borrower acknowledges that prepayment of such amount may result in the Lender
        incurring additional costs, expenses and/or liabilities, and that it is
        difficult to ascertain the full extent of such costs, expenses and/or
        liabilities. The Borrower, therefore, agrees to pay the above-described
        prepayment fee and agrees that said amount represents a reasonable estimate
        of
        the prepayment costs, expenses and/or liabilities of the Lender. If the Borrower
        fails to pay any prepayment fee when due, the amount of such prepayment fee
        shall thereafter bear interest until paid at the Default Rate.

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        2.16  Payments.

       

      (a)  The
        Borrower shall make each payment (including without limitation principal
        of or
        interest on any Borrowing or any Fees or other amounts) hereunder and under
        any
        other Loan Document no later than 11:00 a.m., California time, on the date
        when
        due in Dollars to the Lender at its offices at 100 West Washington,
        Phoenix, Arizona, or at such other location as it may direct the Borrower
        in
        writing to use, in immediately available funds.

       

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

       

      (c)  The
        Borrower authorizes the Lender to collect all principal and interest due
        under
        each Loan by charging the Borrower's demand deposit account number 4159-518950
        with the Lender, or any other demand deposit account maintained by the Borrower
        with the Lender, for the full amount thereof. Should there be insufficient
        funds
        in any such demand deposit account to pay all such sums when due, the full
        amount of such deficiency shall be immediately due and payable by the
        Borrower.

       

      Section
        2.17  Taxes.

       

      (a)  All
        payments by the Borrower under this Agreement shall be made without setoff
        or
        counterclaim and in such amounts as may be necessary in order that all such
        payments after deduction or withholding for or on account of any present
        or
        future taxes, levies, imposts, duties, withholdings or other charges of
        whatsoever nature and all liabilities with respect thereto, other than any
        taxes
        on or measured by the gross or net income of the Lender pursuant to the income
        and/or franchise tax laws of the jurisdictions in which the Lender is
        incorporated or organized or in which the principal office of the Lender
        or the
        branch that is a party to this Agreement of the Lender is located (all such
        nonexcluded taxes, levies, imposts, duties, withholdings and liabilities
        being
        hereinafter referred to as "Taxes"), shall not be less than the amounts
        otherwise specified to be paid by the Borrower to or for the account of the
        Lender (or any transferee or assignee (each, a "Transferee")) under this
        Agreement. With respect to each deduction or withholding for or on account
        of
        any Taxes of the Lender (or Transferee), the Borrower shall promptly (and
        in any
        event not later than forty-five (45) days thereafter) furnish to the Lender
        (or
        Transferee) a receipt evidencing payment thereof.

       

      (b)  In
        addition, the Borrower agrees to pay any present or future stamp or documentary
        taxes or any other excise or property taxes, charges or similar levies which
        arise from any payment made hereunder or from the execution, delivery or
        registration of, or otherwise with respect to, this Agreement or any other
        Loan
        Document (hereinafter referred to as "Stamp Taxes").

       

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

       

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

       

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

       

      (f)  The
        Lender shall give notification to the Borrower of any event or prospective
        event
        which will give rise to the operation of paragraphs (a) or (b) of this Section,
        such notification to be sent within thirty (30) days of the date of the public
        promulgation of the effective date of any such Taxes or Stamp
        Taxes.

       

      Section
        2.18  Termination
        or Assignment of Commitments Under Certain Circumstances.

       

      (a)  If
        the
        Lender claims any additional amounts payable pursuant to Section 2.13 or
        Section
        2.17 or exercises its rights under Section 2.14, it shall (consistent with
        legal
        and regulatory restrictions) (i) promptly notify the Borrower of the
        circumstances giving rise to such additional amounts or the exercise of such
        rights and (ii) file any certificate or document requested by the Borrower
        or
        take any other action if the making of such a filing or change or the taking
        of
        such action would avoid the need for or reduce the amount of any such additional
        amounts which may thereafter accrue or avoid the circumstances giving rise
        to
        such exercise and would not, in the sole determination of the Lender (or
        Transferee), be otherwise disadvantageous to the Lender (or
        Transferee).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      (b)  The
        Lender represents and warrants to the Borrower that as of the date hereof
        it is
        not aware of any claims available to it under Section 2.13, 2.14 or 2.17
        or any
        circumstances which it has determined will enable it to make any such
        claims.

       

      Section
        2.19  Guaranties.
        At all
        times prior to Termination, the Borrower shall cause the Loans and the
        Borrower's obligations under this Agreement to be guaranteed by a valid and
        effective continuing guaranty (collectively, the "Guaranties") substantially
        in
        the form of Exhibit "C", duly executed and delivered by each Subsidiary of
        the Borrower.

       

      ARTICLE
        2A  

       

      LETTERS
        OF CREDIT

          Section
        2A.1  Letters
        of Credit.

       

      (a)  Provided
        that the Borrower has satisfied the conditions precedent contained in Section
        2A.1(b) hereof, the Lender agrees, from time to time, to issue and/or renew
        Letters of Credit on behalf of the Borrower so long as (i) upon such issuance
        or
        renewal, an issuance fee is paid by the Borrower to the Lender in an amount
        equal to sixty-two and one-half basis points (0.625%) per annum (computed
        on the
        basis of the actual number of days elapsed in a year of 360 days) of the
        amount
        of each Letter of Credit, (ii) the Letter of Credit Balance, after giving
        effect
        to such Letter of Credit, will not exceed the Letter of Credit Commitment,
        and
        (iii) the outstanding aggregate principal amount of all Borrowings made by
        the
        Lender pursuant to the Revolving Loan, together with the Letter of Credit
        Balance, after giving effect to such Letter of Credit, will not exceed the
        Maximum RLC Commitment.

       

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

       

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

       

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

       

      Section
        2A.2  Disbursement
        and Reimbursement.

       

      (a)  Promptly
        after it shall have ascertained that any draft and any accompanying documents
        presented under a Letter of Credit appear to be in conformity with the terms
        and
        conditions of such Letter of Credit, the Lender shall give written or telecopy
        notice to the Borrower of the receipt and amount of such draft and the date
        on
        which payment thereon will be made.

       

      (b)  If
        the
        Lender shall pay any draft presented under a Letter of Credit, the Borrower
        shall pay to the Lender an amount equal to the amount of such draft before
        10:00
        a.m., Arizona time, on the Business Day immediately following the date of
        payment of such draft, together with interest on such amount at a rate per
        annum
        equal to the interest rate in effect for Base Rate Borrowings from (and
        including) the date of payment of such draft to (but excluding) the date
        of such
        payment by the Borrower. The obligation of the Borrower to pay the amounts
        referred to above in this paragraph (b) shall be absolute, unconditional
        and
        irrevocable and shall be satisfied strictly in accordance with their terms
        irrespective of:

       

      (i)  any
        lack
        of validity or enforceability of any Letter of Credit;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)  the
        existence of any claim, setoff, defense or other right which the Borrower
        or any
        other Person may at any time have against the beneficiary under any Letter
        of
        Credit or the Lender (other than the defense of payment in accordance with
        the
        terms of this Agreement or a defense based on the gross negligence or willful
        misconduct of the Lender) or any other Person in connection with this Agreement
        or any other transaction;

       

      (iii)  any
        draft
        or other document presented under a Letter of Credit proving to be forged,
        fraudulent or invalid in any respect or any statement therein being untrue
        or
        inaccurate in any respect; provided
        that
        payment by the Lender under such Letter of Credit against presentation of
        such
        draft or document shall not have constituted gross negligence or willful
        misconduct;

       

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

       

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

       

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

       

      Section
        2A.3  Existing
        Letters of Credit.
        On and
        after the Closing Date, the Existing Letters of Credit shall be deemed for
        all
        purposes to be Letters of Credit outstanding under this Agreement and entitled
        to the benefits of this Agreement and the other Loan Documents, and shall
        be
        governed by the applications and agreements pertaining thereto and by this
        Agreement; provided,
        however,
        that,
        notwithstanding any other provision of this Agreement, no fees with respect
        to
        the issuance of the Existing Letters of Credit shall be due
        hereunder.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      ARTICLE
        3  

       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Borrower hereby represents and warrants to the Lender as follows:

       

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

       

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

       

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

       

      Section
        3.4  Financial
        Condition and Information.

       

      (a)  The
        Borrower has heretofore furnished to the Lender copies of (i) the consolidated
        balance sheets of the Borrower as of December 31, 2004, and the related
        consolidated statements of income and shareholder's equity of the Borrower
        for
        the year ended December 31, 2004, including without limitation the related
        notes, audited by and including the opinion the independent public accountants
        of the Borrower, and (ii) the Annual Report on Form 10-K for the fiscal year
        ended December 31, 2004 of the Borrower. Such financial statements fairly
        state the consolidated financial condition of the Borrower as of the respective
        dates thereof and the consolidated results of the operations and changes
        in
        financial position of the Borrower for the periods covered thereby. All such
        financial statements, including related schedules and notes thereto, have
        been
        prepared in accordance with GAAP.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

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

       

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

       

      Section
        3.6  Litigation.
        There
        are no actions, suits or proceedings at law or in equity or by or before
        any
        governmental instrumentality or other agency now pending or, to the knowledge
        of
        the Borrower, threatened against or affecting the Borrower or any property
        or
        rights of the Borrower (i) which would be reasonably likely in the aggregate
        to
        materially impair the ability of the Borrower to perform its obligations
        under
        this Agreement or the Note or materially impair the ability of the Borrower
        to
        carry on business substantially as now being conducted or (ii) for which
        insurance coverage has been denied that would have an adverse material effect
        on
        the Borrower.

       

      Section
        3.7  Federal
        Reserve Regulations.

       

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

       

      (b)  No
        part
        of the proceeds of any Loan will be used, whether directly or indirectly,
        and
        whether immediately, incidentally or ultimately, (i) to purchase or carry
        Margin
        Stock or to extend credit to others for the purpose of purchasing or carrying
        Margin Stock or to refund indebtedness originally incurred for such purpose,
        or
        (ii) for any purpose which entails a violation of, or which is inconsistent
        with, the provisions of the Regulations of the Board, including Regulation
        U or
        X.

       

      Section
        3.8  Investment
        Borrower Act.
        The
        Borrower is not an "investment company" or a company "controlled" by an
        "investment company" within the meaning of the Investment Borrower Act of
        1940,
        as amended.

       

      Section
        3.9  [Intentionally
        left blank] 

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
        3.14  Environmental
        Matters.
        Except
        as disclosed by the Borrower to the Lender in writing prior to the date hereof,
        the Borrower and each Subsidiary is in compliance in all material respects
        with
        all applicable federal or state environmental, hazardous waste, health and
        safety statutes, and any rules or regulations adopted pursuant thereto, which
        govern or affect any of the Borrower's operations and/or properties, including
        without limitation, the Comprehensive Environmental Response, Compensation
        and
        Liability Act of 1980, the Superfund Amendments and Reauthorization Act of
        1986,
        the Federal Resource Conservation and Recovery Act of 1976, and the Federal
        Toxic Substances Control Act, as any of the same may be amended, modified
        or
        supplemented from time to time. None of the operations of the Borrower or
        any
        Subsidiary is the subject of any federal or state investigation evaluating
        whether any remedial action involving a material expenditure is needed to
        respond to a release of any toxic or hazardous waste or substance into the
        environment. Neither Borrower nor any Subsidiary has material contingent
        liability in connection with any release of any toxic or hazardous waste
        or
        substance into the environment.

       

      Section
        3.15  Subsidiaries.
        All
        Subsidiaries are correctly identified on Schedule "3.15" hereto.

       

      Section
        3.16  No
        Subordination.
        There
        is no agreement, indenture, contract or instrument to which the Borrower
        is a
        party or by which the Borrower may be bound that requires the subordination
        in
        right of payment of any of the Borrower's obligations subject to this Agreement
        to any other obligation of the Borrower.

       

      Section
        3.17  Permits,
        Franchises.
        The
        Borrower possesses, and will hereafter possess, all permits, consents,
        approvals, franchises and licenses required and rights to all trademarks,
        trade
        names, patents, and fictitious names, if any, necessary to enable it to conduct
        the business in which it is now engaged in compliance with applicable
        law.

       

      Section
        3.18  Other
        Obligations.
        The
        Borrower is not in default on any obligation for borrowed money, any purchase
        money obligation or any other material lease, commitment, contract, instrument
        or obligation.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      ARTICLE
        4  

       

      CONDITIONS
        TO CREDIT EVENTS

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
        4.2  First
        Credit Event.
        On the
        Closing Date:

       

      (a)  The
        Lender shall have received duly executed copies of this Agreement, the
        Guaranties and all other Loan Documents.

       

      (b)  The
        Lender shall have received a duly executed Note complying with the provisions
        of
        Section 2.7.

       

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

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

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

       

      (e)  The
        Lender shall have received a favorable written opinion of legal counsel to
        the
        Borrower, dated the Closing Date and addressed to the Lender, to the effect
        set
        forth in Exhibit "D" hereto.

       

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

       

      (g)  The
        Lender shall have received payment of all expenses owed to the Lender pursuant
        to Section 8.5(a).

       

      (h)  All
        legal
        matters incident to this Agreement and the first Credit Event hereunder shall
        be
        reasonably satisfactory to the Lender and to its legal counsel.

       

      (i)  The
        Lender shall have received such additional documents as it may reasonably
        require.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      ARTICLE
        5  

       

      AFFIRMATIVE
        COVENANTS

       

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

       

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

       

      Section
        5.2  Insurance.
        Maintain adequate insurance by financially sound and reputable insurers of
        all
        properties of a character usually insured by companies engaged in the same
        or a
        similar business operating on a similar economic scale as the Borrower and
        its
        Subsidiaries against loss or damage resulting from fire, flood, property
        damage,
        workers compensation, or other risks insured against by extended coverage
        and of
        the kind customarily insured against by such companies, and maintain in full
        force and effect public liability insurance against claims for personal injury,
        death or property damage occurring upon, in, about or in connection with
        the use
        of any properties occupied or controlled by it and its Subsidiaries in such
        amounts as shall be customary among companies engaged in the same or similar
        businesses and similarly situated and maintain such other insurance as may
        be
        required by law with deductibles or self-insurance for cargo loss, physical
        damage and auto liability (personal injury and property damage) not in excess
        of
        $2,000,000.00 per occurrence and not in excess of $500,000.00 per occurrence
        for
        worker’s compensation.

       

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

       

      Section
        5.4  Financial
        Statements; Reports, etc.
        Cause to
        be furnished to the Lender (as Information subject to the applicable
        requirements of Section 8.17 herein, if any):

       

      (a)  within
        one hundred twenty (120) days after the end of each fiscal year of the Borrower,
        a copy of Borrower's Form 10-K for such fiscal year as filed with the
        SEC;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  within
        sixty (60) days after the end of each fiscal quarter of each fiscal year
        of the
        Borrower, a copy of Borrower's Form 10-Q for such fiscal quarter as filed
        with
        the SEC;

       

      (c)  concurrently
        with each delivery of the statements referred to in (a) and (b) above, the
        Quarterly Certificate certifying that to the best of its, his or her knowledge
        no Event of Default or Potential Default has occurred, or, if such an Event
        of
        Default or Potential Default has occurred, specifying the nature and extent
        thereof and accompanied by a statement of a Financial Officer of the Borrower
        specifying any corrective action taken or proposed to be taken with respect
        thereto, and setting forth in reasonable detail in the form of Exhibit "E"
        the
        calculation of financial measures and ratios required to demonstrate compliance
        with the covenants, conditions and agreements contained in Section 5.11 hereof,
        all determined as of the end of the period covered by said
        statements;

       

      (d)  [Intentionally
        left blank;]

       

      (e)  promptly,
        from time to time, such other information regarding the operations, business
        affairs and financial condition of the Borrower and its Subsidiaries as the
        Lender may reasonably request.

       

      Section
        5.5  Litigation
        and Other Notices.
        Give
        the Lender prompt (but in no event more than five (5) days after the occurrence
        of each such event or matter) written or telecopy notice in reasonable detail
        of
        the following:

       

      (a)  the
        occurrence of any Event of Default, or any condition, event or act which
        with
        the giving of notice or the passage of time or both would constitute an Event
        of
        Default;

       

      (b)  any
        change in the name or the organizational structure of the Borrower;

       

      (c)  the
        occurrence and nature of any Reportable Event or Prohibited Transaction,
        each as
        defined in ERISA, or any funding deficiency with respect to any
        Plan;

       

      (d)  any
        termination or cancellation of any insurance policy which the Borrower is
        required to maintain unless it is renewed or replaced within 30 days so long
        as
        there is no lapse in coverage, or any uninsured or partially uninsured loss
        through liability or property damage, or through fire, theft or any other
        cause
        affecting the Borrower's property; or 

       

      (e)  the
        filing or commencement of any action, suit or formal proceeding at law or
        in
        equity or by or before any court or hearing officer of any Governmental
        Authority against the Borrower involving amounts in excess of $2,500,000.00,
        or
        any other event or condition, which has resulted in, or which is reasonably
        likely to result in, a material adverse change in the business, operations
        or
        condition (financial or otherwise) of the Borrower and the Subsidiaries taken
        as
        a whole and which has not been reported in the Borrower's most recent SEC
        filings on Form 10-K, 10-Q or 8-K.

       

      Section
        5.6  Maintaining
        Records: Access to Premises and Records.
        Maintain all financial records in accordance with GAAP, and upon reasonable
        notice permit representatives of the Lender to have access to such financial
        records and the premises of the Borrower at reasonable times and to make
        such
        excerpts from such records as such representatives may deem necessary, provided
        that each person obtaining information shall hold all confidential information
        obtained in accordance with the restrictions set forth in Section
        8.17.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

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

       

      Section
        5.8  Punctual
        Payments.
        Punctually pay all principal, interest, fees or other liabilities due under
        any
        of the Loan Documents at the times and place and in the manner specified
        therein.

       

      Section
        5.9  Compliance.
        Preserve and maintain, and cause each of its Subsidiaries to preserve and
        maintain, all licenses, permits, governmental approvals, rights, privileges
        and
        franchises necessary for the conduct of its business; and comply, and cause
        each
        of its Subsidiaries to comply, with the provisions of all documents pursuant
        to
        which it is organized and/or which govern its continued existence and with
        the
        requirements of all laws, rules, regulations and orders of any governmental
        authority applicable to it and/or its business.

       

      Section
        5.10  Facilities.
        Keep
        all properties useful or necessary to the Borrower's and its Subsidiaries'
        business in good repair and condition, and from time to time make necessary
        repairs, renewals and replacements thereto so that such properties shall
        be
        fully and efficiently preserved and maintained.

       

      Section
        5.11  Financial
        Covenants.
        Maintain the Borrower's financial condition as follows using GAAP, calculated
        on
        a consolidated basis (except to the extent modified by the definitions herein)
        (the "Financial Covenants"):

       

      (a)  Its
        Quick
        Ratio of not less than 1.10 to 1.0 at the end of each fiscal
        quarter.

       

      (b)  Its
        net
        income after tax determined at the end of each fiscal year of not less than
        $1.00 for such fiscal year and its pre-tax profit as of each fiscal quarter
        at
        the end of such fiscal quarter of not less than $1.00.

       

      (c)  Its
        Leverage of not greater than 1.00 to 1.0 at the end of each fiscal
        quarter.

       

      Section
        5.12  New
        Subsidiaries; Guarantors.
        The
        Borrower shall promptly and diligently take all actions necessary to cause
        any
        existing Subsidiary not a Guarantor and that subsequently undertakes to conduct
        any business or operations, and any new Subsidiary (each a "New Subsidiary")
        to
        become a Guarantor under a Guaranty. Within thirty (30) days of being acquired,
        or in the case of an existing Subsidiary within thirty (30) days of undertaking
        to conduct any business or operations (the "Grace Period"), such New Subsidiary
        shall deliver to the Lender an executed Guaranty in the form attached hereto
        as
        Exhibit "C", and such other documents as the Lender may reasonably
        request.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      ARTICLE
        6  

       

      NEGATIVE
        COVENANTS

       

      The
        Borrower covenants and agrees that, at all times prior to Termination,
it will not,
        and
will not permit any Subsidiary,
        without
        the consent of the Lender, to:

       

      Section
        6.1  Liens.
        Incur,
        create, assume or permit to exist any Liens on any of the Borrower's property
        or
        assets or that of any Subsidiary, including without limitation, "accounts"
        and
        "inventory" (each as defined in the Arizona Uniform Commercial Code) and
        unencumbered fixed assets (including without limitation tractors, trailers
        and
        real estate) or such property or assets of any Subsidiary, whether such property
        or assets are now owned or hereafter acquired by the Borrower, or by a
        Subsidiary, or on any income or rights in respect of any thereof, to secure
        any
        Indebtedness; provided
        that the
        foregoing shall not apply to Liens on the property or assets of the Borrower
        or
        any Subsidiary:

       

      (i)  existing
        on the date hereof and described in Schedule "6.1" and any refinancing
        thereof;

       

      (ii)  in
        favor
        of the Lender; or

       

      (iii)  that
        secures the Indebtedness permitted pursuant to Section 6.2.

       

      Section
        6.2  Indebtedness.
        Become
        or remain obligated either directly or as a guarantor or surety for any
        Indebtedness for borrowings, loans or advances, whether secured or unsecured,
        matured or unmatured, liquidated or unliquidated, joint or several, or for
        any
        Indebtedness incurred in connection with the acquisition of any property,
        real
        or personal, tangible or intangible including, but not limited to, lease
        purchase agreements or sale leasebacks, except:

       

      (a)  Indebtedness
        to the Lender hereunder;

       

      (b)  Unsecured
        trade, utility or accounts payable arising in the ordinary course of its
        business;

       

      (c)  The
        Indebtedness disclosed on Schedule 6.2 attached hereto and any other
        Indebtedness disclosed in the most recent financial statements of the Borrower
        submitted to the Lender on or prior to the date of this Agreement;
        and

       

      (d)  Purchase
        money obligations provided that (i) such Indebtedness is incurred prior to
        or
        within ninety (90) days after the acquisition of the asset, (ii) the aggregate
        principal amount of such Indebtedness does not exceed $5,000,000.00 at any
        time
        outstanding, and (iii) for the purposes of this subsection (d), Indebtedness
        shall include all obligations with respect to rolling stock (i.e., trucks
        and
        trailers), whether subject to a Capital Lease or an operating
        lease.

       

      Section
        6.3  Merger,
        Consolidation, Transfer of Assets.
        Merge
        into or consolidate with any other entity without the written consent of
        the
        Lender; make any substantial change in the nature of the Borrower's business
        as
        conducted as of the date hereof; acquire all or substantially all of the
        assets
        of any other entity without the written consent of the Lender; nor sell,
        lease,
        transfer or otherwise dispose of all or a substantial or material portion
        of the
        Borrower's assets except in the ordinary course of its business, nor transfer
        all or a substantial or material portion of its assets to its
        Subsidiaries.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      Section
        6.4  Accounting
        Change.
        Change
        the times of commencement or termination of its fiscal year or other accounting
        periods; or change its methods of accounting other than to conform to GAAP
        so as
        to constitute sound accounting practice.

       

      Section
        6.5  Guarantee.
        Except
        with respect to Indebtedness permitted pursuant to Section 6.2 hereof,
        guarantee, directly or indirectly, or otherwise become contingently liable
        or
        obligated for, any indebtedness or obligations of any other person or entity
        (except for the endorsement in the ordinary course of business of negotiable
        instruments for deposit or collection) or pledge or hypothecate any assets
        of
        the Borrower or security for, any liabilities or obligations of any other
        person
        or entity.

       

      Section
        6.6  ERISA
        Liabilities.
        Create
        or suffer to exist ERISA Liabilities in an aggregate amount for all Plans
        in
        excess of $25,000,000.00.

       

      Section
        6.7  Negative
        Pledge Agreement.Covenant
        with another creditor not to pledge any portion of its assets to
        Lender.

       

      Section
        6.8  Loans,
        Advances, Investments.
        Make
        any loans or advances to or investments in any person or entity, except any
        of
        the foregoing existing as of, and disclosed to the Lender prior to, the date
        hereof.

       

      Section
        6.9  Dividend,
        Distributions.
        (i)
        Declare or pay any dividend or distribution in excess of fifty percent (50%)
        of
        the Borrower's net income in any fiscal year either in cash, stock or any
        other
        property on the Borrower's stock now or hereafter outstanding; or (ii) redeem,
        retire, repurchase stock in excess of $30,000,000.00 in any 12 month period
        effective as of the date of this Agreement, or otherwise acquire any shares
        of
        any class of the Borrower's stock now or hereafter outstanding.

      
        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      ARTICLE
        7  

       

      
      

      
      

      EVENTS
        OF DEFAULT

       

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

       

      (a)  default
        shall be made in the payment of any principal or interest on any Loan or
        any
        Fee, indemnification amount or any other amount due from the Borrower under
        the
        Loan Documents whether at the due date thereof or by acceleration thereof
        or
        otherwise, when and as the same shall become due and payable;

       

      (b)  any
        representation or warranty made or deemed made by the Borrower or a Guarantor
        in
        connection with the Loan Documents or in any report, certificate or other
        instrument furnished by the Borrower pursuant to the Loan Documents or with
        the
        Borrowings hereunder shall prove to have been incorrect, false or misleading
        in
        any material respect when made or delivered or when deemed made in accordance
        with the terms hereof;

       

      (c)  any
        default in the performance of or compliance with any obligation, agreement
        or
        other provision contained herein or in any other Loan Document (other than
        those
        referred to in subsections (a) and (b) above), and except with respect to
        any
        such default as to a Financial Covenant or which by its nature can not be
        cured;
        such default shall continue for a period of twenty (20) days from its
        occurrence;

       

      (d)  the
        Borrower or any Subsidiary shall fail to make when due any payment (of whatever
        amount) on Indebtedness (whether due by scheduled maturity, required prepayment,
        acceleration, demand or otherwise), including without limitation any
        Indebtedness owed to the Lender or Affiliate thereof and any obligations
        incurred by the Borrower or any Subsidiary to the Lender or Affiliate thereof
        pursuant to any agreement with respect to any interest rate swap or similar
        transaction; and such failure shall continue after the applicable notice
        and
        grace period, if any, specified in the agreement or instrument relating to
        such
        Indebtedness; or any failure by the Borrower to perform any covenant or
        agreement on its part to be performed under any agreement or instrument
        evidencing or security relating to any Indebtedness shall result after the
        applicable notice and grace period in the acceleration of the maturity of
        a
        portion of such Indebtedness;

       

      (e)  the
        Borrower or any Guarantor shall (i) voluntarily commence any proceeding or
        file
        any petition seeking relief under Title 11 of the United States Code or any
        other Federal, state or foreign bankruptcy, insolvency or similar law, (ii)
        consent to the institution of, or fail to controvert in a timely and appropriate
        manner, any such proceeding or the filing of any such petition, (iii) apply
        for
        or consent to the appointment of a receiver, trustee, custodian, sequestrator
        or
        similar official for such corporation or for a substantial part of its property,
        (iv) file an answer admitting the material allegations of a petition filed
        against it in any such proceeding, (v) make a general assignment for the
        benefit
        of creditors, (vi) become unable, admit in writing its inability or fail
        generally to pay its debts as they become due, or (vii) take corporate action
        for the purpose of effecting any of the foregoing;

       

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

       

      (g)  either
        of
        (A) the occurrence of any one or more Reportable Events or (B) a failure
        to make
        a "required payment" under the provisions of Section 412(n)(1) of the Code
        shall
        have occurred with respect to any Plan or Plans and the occurrence of either
        (A)
        or (B) above shall have resulted in any of (1) liability of the Borrower
        to the
        PBGC or to one or more Plans in an aggregate amount exceeding $1,000,000.00,
        (2)
        the termination of the respective Plan or Plans by the PBGC, (3) the appointment
        by the appropriate United States District Court of a trustee to administer
        such
        Plan or Plans, or (4) for the imposition of a Lien in favor of such Plan
        or
        Plans;

       

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

         

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

         

        (j)  the
          liquidation, termination or dissolution of the Borrower or any of its directors,
          stockholders or members shall take action seeking to effect the dissolution
          or
          liquidation of the Borrower;

         

        (k)  the
          occurrence of any adverse change in the financial condition of Borrower
          or any
          Guarantor, that the Lender, in its reasonable discretion, deems material,
          or if
          the Lender in good faith shall believe that the prospect of payment or
          performance of the Loans is impaired or is likely to be substantially impaired;
          or

         
(l)  the
        filing of a notice of judgment lien against the Borrower or a Subsidiary;
        or the
        recording of any abstract of judgment against the Borrower or a Subsidiary
        in
        any county in which the Borrower or a Subsidiary has an interest in real
        property; or the service of a notice of levy and/or of a writ of attachment
        or
        execution, or other like process, against the assets of the Borrower or a
        Subsidiary; or the entry of a judgment against the Borrower or a Subsidiary,
        in
        each case for an amount in excess of $750,000.00 that is not covered by
        insurance and subject to the right of the Borrower or a Subsidiary to contest
        such action pursuant to Section 5.3 hereof;

       

      then,
        and
        in any such event, and at any time thereafter during the continuance of such
        event, the Lender, shall, by written or telecopy notice to the Borrower,
        take
        either or both of the following actions at the same or different
        times:

       

      (i)  terminate
        forthwith the Lender's Commitment, including without limitation terminate
        any
        obligation to make any further advances under the RLC Facility.

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

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

       

      (iii)  exercise
        any or all of its rights under the Guaranties and/or available to it pursuant
        to
        applicable law; and

       

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

       

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

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

      ARTICLE
        8  

       

      MISCELLANEOUS

       

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

       

      (a)  if
        to the
        Borrower, to it at 5601 West Buckeye Road, Phoenix, Arizona 85043,
        Attention: Chief Financial Officer; and

       

      (b)  if
        to the
        Lender, to it at 100 West Washington, Phoenix, Arizona 85003, Attention:
        Arizona RCBO.

       

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

       

      Section
        8.2  Survival
        of Agreement.
        All
        covenants, agreements, representations and warranties made by the Borrower
        herein and in the certificates or other instruments prepared or delivered
        in
        connection with or pursuant to this Agreement or any other Loan Document
        shall
        be considered to have been relied upon by the Lender and shall survive the
        making by the Lender of the Loans, and the execution and delivery to the
        Lender
        of the Note evidencing such Loans, regardless of any investigation made by
        the
        Lender or on its behalf, and shall continue in full force and effect until
        Termination has occurred.

       

      Section
        8.3  Binding
        Effect; Beneficiaries.

       

      (a)  This
        Agreement shall become effective when it shall have been executed by the
        Borrower and the Lender, and thereafter shall be binding upon and inure to
        the
        benefit of the Borrower and the Lender and their respective successors and
        assigns.

       

      (b)  This
        Agreement is made and entered into for the sole protection and benefit of
        the
        parties hereto and their respective permitted successors and assigns, and
        no
        other person or entity shall be a third party beneficiary of, or have any
        direct
        or indirect cause of action or claim in connection with, this Agreement or
        any
        other of the Loan Documents to which it is not a party.

       

      (c)  Time
        is
        of the essence of each and every provision of this Agreement and each other
        of
        the Loan Documents.

       

      Section
        8.4  Successors
        and Assigns.

       

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

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

      (b)  The
        Lender at its own expense may assign to one or more assignees all or a portion
        of its interests, rights and obligations under this Agreement (including
        all or
        a portion of its Commitment, and the Loans at the time owing to it and the
        Note
        held by it); provided,
        however,
        that
        (i) except in the case of an assignment to an Affiliate of the Lender, so
        long
        as there is no Event of Default outstanding, the Borrower must give its prior
        written consent to such assignment (which consent shall not be unreasonably
        withheld), (ii) each such assignment shall be of a constant, and not a varying,
        percentage of all the Lender's rights and obligations under this Agreement,
        (iii) except in the case of an assignment to an Affiliate of the Lender,
        the
        amount of the Commitment subject to each such assignment shall not be less
        than
        $5,000,000.00 or such lesser amount if such amount is the entire Commitment
        of
        the Lender, and (iv) any increased costs by reason of any such assignment
        will
        not be borne by the Borrower.

       

      (c)  The
        Lender may without the consent of the Borrower sell participations to one
        or
        more banks or other entities in all or a portion of its rights and obligations
        under this Agreement (including all or a portion of its Commitment and the
        Loans
        owing to it and the Note held by it); provided,
        however,
        that
        (i) the Lender's obligations under this Agreement shall remain unchanged,
        (ii)
        the Lender shall remain solely responsible to the other parties hereto for
        the
        performance of such obligations, (iii) the participating banks or other entities
        shall be entitled to the benefit of the cost protection provisions contained
        in
        Sections 2.13, 2.15 and 2.17 to the same extent as if it were the Lender
        (however no participating bank or entity shall be entitled to claim a greater
        amount than could have been claimed by the Lender from whom the participation
        was acquired), and (iv) the Borrower shall continue to deal solely and directly
        with the Lender in connection with the Lender's rights and obligations under
        this Agreement, and the Lender shall retain the sole right to enforce the
        obligations of the Borrower relating to the Loans and to approve any amendment,
        modification or waiver of any provision of this Agreement. No entity acquiring
        a
        participation pursuant to this paragraph (c) shall by virtue of such
        participation have any direct voting rights under this Agreement.

       

      (d)  The
        Lender or participant may, in connection with any assignment or participation
        or
        proposed assignment or participation pursuant to this Section 8.4, disclose
        to
        the assignee or participant or proposed assignee or participant any information
        relating to the Borrower furnished to the Lender by or on behalf of the
        Borrower; provided
        that,
        prior to any such disclosure of such information, each such assignee or
        participant or proposed assignee or participant shall execute an agreement
        whereby such assignee or participant shall agree to preserve the confidentiality
        of such information on terms no less restrictive than those applicable to
        the
        Lender pursuant to Section 8.17.

       

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

       

      (f)  The
        Borrower shall not assign or delegate any of its rights or duties hereunder
        without the prior written consent of the Lender.

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

      Section
        8.5  Expenses;
        Indemnity.

       

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

       

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

       

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

       

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

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

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

       

      Section
        8.8  Waivers;
        Amendment.

       

      (a)  No
        failure or delay of a party hereto in exercising any power or right hereunder
        shall operate as a waiver thereof, nor shall any single or partial exercise
        of
        any such right or power, or any abandonment or discontinuance of steps to
        enforce such a right or power, preclude any other or further exercise thereof
        or
        the exercise of any other right or power. The rights and remedies of the
        parties
        hereunder and under the other Loan Documents are cumulative and are not
        exclusive of any rights or remedies which they would otherwise have. No waiver
        of any provision of this Agreement or any other Loan Document or consent
        to any
        departure by a party therefrom shall in any event be effective unless the
        same
        shall be permitted by Paragraph (b) of this Section and then such waiver
        or
        consent shall be effective only in the specific instance and for the purpose
        for
        which given. No notice or demand on a party in any case shall entitle that
        party
        to any other or further notice or demand in similar or other
        circumstances.

       

      (b)  Neither
        this Agreement nor any provision hereof may be waived, amended or modified
        except pursuant to an agreement or agreements in writing entered into by
        the
        Borrower and the Lender.

       

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

       

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

       

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

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

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

       

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

       

      Section
        8.14  Arbitration.

       

      (a)  Arbitration.
        The
        parties hereto agree, upon demand by any party, to submit to binding arbitration
        all claims, disputes and controversies between or among them (and their
        respective employees, officers, directors, attorneys, and other agents),
        whether
        in tort, contract or otherwise arising out of or relating to in any way (i)
        the
        loan and related Loan Documents which are the subject of this Agreement and
        its
        negotiation, execution, collateralization, administration, repayment,
        modification, extension, substitution, formation, inducement, enforcement,
        default or termination; or (ii) requests for additional credit.

       

      (b)  Governing
        Rules.
        Any
        arbitration proceeding will (i) proceed in a location in Phoenix, Arizona
        selected by the American Arbitration Association ("AAA"); (ii) be governed
        by
        the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding
        any conflicting choice of law provision in any of the documents between the
        parties; and (iii) be conducted by the AAA, or such other administrator as
        the
        parties shall mutually agree upon, in accordance with the AAA's commercial
        dispute resolution procedures, unless the claim or counterclaim is at least
        $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in
        which
        case the arbitration shall be conducted in accordance with the AAA's optional
        procedures for large, complex commercial disputes (the commercial dispute
        resolution procedures or the optional procedures for large, complex commercial
        disputes to be referred to, as applicable, as the "Rules"). If there is any
        inconsistency between the terms hereof and the Rules, the terms and procedures
        set forth herein shall control. Any party who fails or refuses to submit
        to
        arbitration following a demand by any other party shall bear all costs and
        expenses incurred by such other party in compelling arbitration of any dispute.
        Nothing contained herein shall be deemed to be a waiver by any party that
        is a
        bank of the protections afforded to it under 12 U.S.C. §91 or any similar
        applicable state law.

       

      (c)  No
        Waiver of Provisional Remedies, Self-Help and Foreclosure.
        The
        arbitration requirement does not limit the right of any party to (i) foreclose
        against personal property collateral; (ii) exercise self-help remedies relating
        to collateral or proceeds of collateral such as setoff or repossession; or
        (iii)
        obtain provisional or ancillary remedies such as replevin, injunctive relief,
        attachment or the appointment of a receiver, before during or after the pendency
        of any arbitration proceeding. This exclusion does not constitute a waiver
        of
        the right or obligation of any party to submit any dispute to arbitration
        or
        reference hereunder, including those arising from the exercise of the actions
        detailed in sections (i), (ii) and (iii) of this paragraph.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)  Arbitrator
        Qualifications and Powers.
        Any
        arbitration proceeding in which the amount in controversy is $5,000,000.00
        or
        less will be decided by a single arbitrator selected according to the Rules,
        and
        who shall not render an award of greater than $5,000,000.00. Any dispute
        in
        which the amount in controversy exceeds $5,000,000.00 shall be decided by
        majority vote of a panel of three arbitrators selected according to the Rules;
        provided,
        however,
        that
        all three arbitrators must actively participate in all hearings and
        deliberations. Each arbitrator will be a neutral attorney licensed in the
        State
        of Arizona or a neutral retired judge of the state or federal judiciary of
        Arizona, in either case with a minimum of ten years experience in the
        substantive law applicable to the subject matter of the dispute to be
        arbitrated. The arbitrator will determine whether or not an issue is
        arbitratable and will give effect to the statutes of limitation in determining
        any claim. In any arbitration proceeding the arbitrator will decide (by
        documents only or with a hearing at the arbitrator's discretion) any pre-hearing
        motions which are similar to motions to dismiss for failure to state a claim
        or
        motions for summary adjudication. The arbitrator shall resolve all disputes
        in
        accordance with the substantive law of Arizona and may grant any remedy or
        relief that a court of such state could order or grant within the scope hereof
        and such ancillary relief as is necessary to make effective any award. The
        arbitrator shall also have the power to award recovery of all costs and fees,
        to
        impose sanctions and to take such other action as the arbitrator deems necessary
        to the same extent a judge could pursuant to the Federal Rules of Civil
        Procedure, the Arizona Rules of Civil Procedure or other applicable law.
        Judgment upon the award rendered by the arbitrator may be entered in any
        court
        having jurisdiction. The institution and maintenance of an action for judicial
        relief or pursuit of a provisional or ancillary remedy shall not constitute
        a
        waiver of the right of any party, including the plaintiff, to submit the
        controversy or claim to arbitration if any other party contests such action
        for
        judicial relief.

       

      (e)  Discovery.
        In any
        arbitration proceeding discovery will be permitted in accordance with the
        Rules.
        All discovery shall be expressly limited to matters directly relevant to
        the
        dispute being arbitrated and must be completed no later than twenty (20)
        days
        before the hearing date and within one hundred eighty (180) days of the filing
        of the dispute with the AAA. Any requests for an extension of the discovery
        periods, or any discovery disputes, will be subject to final determination
        by
        the arbitrator upon a showing that the request for discovery is essential
        for
        the party's presentation and that no alternative means for obtaining information
        is available.

       

      (f)  Class
        Proceedings and Consolidations.
        The
        resolution of any dispute arising pursuant to the terms of this Agreement
        shall
        be determined by a separate arbitration proceeding and such dispute shall
        not be
        consolidated with other disputes or included in any class
        proceeding.

       

      (g)  Payment
        Of Arbitration Costs And Fees.
        The
        arbitrator shall award all costs and expenses of the arbitration
        proceeding.

       

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

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

      Section
        8.15  Jurisdiction;
        Consent to Service of Process.

       

      (a)  Each
        of
        the parties hereto hereby irrevocably and unconditionally submits, for itself
        and its property, to the nonexclusive jurisdiction of Arizona State court
        or
        Federal court of the United States of America sitting in Phoenix, Arizona,
        and
        any appellate court from any thereof, in any action or proceeding arising
        out of
        or relating to this Agreement or the other Loan Documents, or for recognition
        or
        enforcement of any judgment, and each of the parties hereto hereby irrevocably
        and unconditionally agrees that all claims in respect of any such action
        or
        proceeding may be heard and determined in such Arizona State or, to the extent
        permitted by law, in such Federal court. Each of the parties hereto agrees
        that
        a final judgment in any such action or proceeding shall be conclusive and
        may be
        enforced in other jurisdictions by suit on the judgment or in any other manner
        provided by law. Nothing in this Agreement shall affect any right that the
        Lender may otherwise have to bring any action or proceeding relating to this
        Agreement or the other Loan Documents against the Borrower or its properties
        in
        the courts of any jurisdiction.

       

      (b)  Each
        of
        the parties hereto hereby irrevocably and unconditionally waives, to the
        fullest
        extent it may legally and effectively do so, any objection which it may now
        or
        hereafter have to the laying of venue of any suit, action or proceeding arising
        out of or relating to this Agreement or the other Loan Documents in any Arizona
        State or Federal court sitting in Phoenix, Arizona. Each of the parties hereto
        hereby irrevocably waives, to the fullest extent permitted by law, the defense
        of an inconvenient forum to the maintenance of such action or proceeding
        in any
        such court.

       

      (c)  Each
        party to this Agreement irrevocably consents to service of process in the
        manner
        provided for notices in Section 8.1. Nothing in this Agreement will affect
        the
        right of any party to this Agreement to serve process in any other manner
        permitted by law.

       

      Section
        8.16  WAIVER
        OF JURY TRIAL.
        EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
        DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
        AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES
        THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
        EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
        LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
        IT
        AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
        AND
        THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY (AMONG OTHER THINGS) THE MUTUAL
        WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      
        
          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

      

      Section
        8.17  Confidentiality.
        The
        Lender agrees to keep confidential (and to cause its officers, directors,
        employees, agents and representatives to keep confidential) the Information
        (as
        defined below), except that the Lender shall be permitted to disclose
        Information (i) to such of its officers, directors, employees, agents and
        representatives (including outside counsel) as need to know such Information;
        (ii) to the extent required by applicable laws and regulations or by any
        subpoena or similar legal process, or requested by any bank regulatory authority
        (provided that the Lender shall, except for Information requested by any
        such
        bank regulatory authority, promptly notify the Borrower (to the extent
        practicable and lawful, notice shall be given to the Borrower before such
        disclosure is made so as to permit the Borrower to seek a protective order)
        of
        the circumstances and content of each such disclosure and shall request
        confidential treatment of any Information so disclosed); (iii) to the extent
        such Information (A) becomes publicly available other than as a result of
        a
        breach of this Agreement, (B) becomes available to the Lender on a
        non-confidential basis from a source other than the Borrower or its Affiliates,
        or (C) was available to the Lender on a non-confidential basis prior to its
        disclosure to the Lender by the Borrower or its Affiliates; or (iv) to the
        extent the Borrower shall have consented to such disclosure in writing. As
        used
        in this Section 8.17, as to the Lender, "Information" shall mean any financial
        statements, materials, documents and other information that the Borrower
        or any
        of its Affiliates may have furnished or may hereafter furnish to the Lender
        in
        connection with this Agreement or any other materials prepared by any such
        person from any of the foregoing.

       

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

      

        


        
          	
                  KNIGHT
                    TRANSPORTATION, INC., an Arizona

                  corporation

                
	 
	 
	
                  By:
                    /s/
                    David
                    Jackson                         

                
	
                  Name:
                    David Jackson

                
	
                  Its:
                    Chief Financial Officer

                
	
                  "Borrower"

                
	 
	
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION

                
	 
	 
	
                  By:
                    /s/
                    Keri
                    Tignini                         

                
	
                  Name:
                    Keri Tignini

                
	
                  Its:
                    Vice President

                
	
                  "Lender"

                


        

        
 

      


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibits
        available upon request