Original Agreement; Effect of Restatement. This Agreement shall become effective on the Restatement Date and shall amend and replace in its entirety the Original Purchase Agreement. Reference to this specific Agreement need not be made in any agreement, document, instrument, letter, certificate, the Original Purchase Agreement itself, or any communication issued or made pursuant to or with respect to the Original Purchase Agreement, any reference to the Original Purchase Agreement being sufficient to refer to the Original Purchase Agreement as amended and restated hereby. From and after the Restatement Date, (a)(i) the commitments of those Purchasers under the Original Purchase Agreement that are continuing as Purchasers under this Agreement (the “Continuing Purchasers”) shall be amended as set forth below the signatures of such Purchasers to this Agreement and (ii) the commitments of those Purchasers party to this Agreement that were not “Purchasers” under the Original Purchase Agreement immediately prior to the Restatement Date (the “New Purchasers”) shall be as set forth below the signatures of such Purchasers to this Agreement; and (b) all outstanding “Capital” of the Continuing Purchasers and all interests in outstanding “Letters of Credit” under the Original Purchase Agreement shall remain outstanding as the Capital and Letters of Credit hereunder. The Continuing Purchasers and New Purchasers each agree to make such purchases and sales of interests in the Purchased Interest outstanding on the Restatement Date between themselves in the amounts set forth on Exhibit VI to this Agreement so that each Continuing Purchaser and New Purchaser and their related Purchaser Group is then holding its relevant Ratable Share of the Aggregate Capital based on their Commitments as in effect on the Restatement Date (such purchases and sales shall be arranged through the Administrator and each Purchaser hereby agrees to execute such further instruments and documents, if any, as the Administrator may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Letters of Credit) to be made in accordance with the respective Commitments of the Purchasers from time to time party to this Agreement as provided herein.
Original Agreement; Effect of Restatement. EXHIBITS Exhibit I Definitions Exhibit II Conditions to Purchases Exhibit III Representations and Warranties Exhibit IV Covenants Exhibit V Termination Events Exhibit VI Flow of Funds among Purchasers SCHEDULES Schedule I Credit and Collection Policy Schedule II Lock-Box Banks and Lock-Box Accounts Schedule III Actions and Proceedings ANNEXES Annex A-1 Form of Information Package Annex A-2 Form of Periodic Report Annex B Form of Purchase Notice Annex C Form of Assumption Agreement Annex D Form of Transfer Supplement Annex E Form of Paydown Notice Annex F Form of Letter of Credit Application Annex G Form of Purchase Limit Increase Request This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 14, 2013, among SWIFT RECEIVABLES COMPANY II, LLC, a Delaware limited liability company, as seller (the “Seller”), SWIFT TRANSPORTATION SERVICES, LLC, a Delaware limited liability company (“Swift”), as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various Conduit Purchasers from time to time party hereto, the various Related Committed Purchasers from time to time party hereto, the various Purchaser Agents from time to time party hereto, the various LC Participants from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”). Reference is hereby made to that certain Receivables Purchase Agreement dated June 8, 2011 among the Seller, the Servicer, the Conduit Purchasers party thereto, the Related Committed Purchasers party thereto, the LC Participants party thereto, the Administrator and the LC Bank (as amended, the “Original Purchase Agreement”). The parties hereto have agreed to amend and restate the Original Purchase Agreement in its entirety and to continue to extend the credit facilities on the terms and conditions of this Agreement. This Agreement consolidates, amends and replaces in its entirety the Original Purchase Agreement and, from and after the date hereof, all references made to the Original Purchase Agreement in any Transaction Document or in any other instrument or document shall, without more, be deemed to refer to t...
