Second Modification Agreement, between Knight Transportation, Inc. and Wells Fargo Bank, National Association, dated June 26, 2015

    A.   Lender has heretofore established a revolving line of credit (the "Loan") in the original maximum principal amount of $300,000,000 pursuant to that certain Amended and Restated Credit Agreement dated as of October 21, 2013, executed by and between Borrower and Lender (as previously or hereafter amended or modified, the "Loan Agreement").

 

    B.   The Loan is evidenced by that certain Amended and Restated Revolving Credit Note dated as of October 21, 2013, executed by Borrower to the order of the Lender (as amended from time to time, the "Note").

 

    C.   The indebtedness and obligations of Borrower have been guaranteed by Knight 101 LLC, an Arizona limited liability company, Arizona Hay Press, LLC, an Arizona limited liability company, Knight Ag Sourcing, LLC, an Arizona limited liability company, Knight Port Services, LLC, an Arizona limited liability company, Knight Capital Growth, LLC, an Arizona limited liability company, Squire Transportation, LLC, an Arizona limited liability company, Knight Management Services, Inc., an Arizona corporation, Quad-K LLC, an Arizona limited liability company, Knight Truck & Trailer Services, LLC, an Arizona limited liability company, Knight Transportation Services, Inc., an Arizona corporation, Knight Logistics LLC, an Arizona limited liability company (formerly known as Knight Brokerage, LLC, an Arizona limited liability company), Knight Refrigerated, LLC, an Arizona limited liability company, Knight Air, LLC, an Arizona limited liability company, Kool Trans LLC, an Arizona limited liability company, Barr-Nunn Transportation, Inc., an Iowa corporation, Barr-Nunn Logistics, Inc., an Iowa corporation, and Sturgeon Equipment, Inc., an Iowa corporation (each individually a "Guarantor" and collectively the "Guarantors"), pursuant to the terms and conditions of those certain Continuing Guaranty agreements dated as of October 21, 2013 and February 27, 2015, as applicable, executed in favor of the Lender (collectively, the "Guaranty Agreements").

 

    D.   The Loan Agreement, the Note, the Guaranty Agreements and all other documents related to or executed in connection with the Loan are referred to hereinafter, severally and collectively, as the "Loan Documents").

    3.1   The agreements of Lender and the modifications contained herein shall not be binding upon Lender until Lender has executed and delivered this Second Modification Agreement and Lender has received, at the expense of Borrower, the following, each of which must be acceptable to Lender in form and content:

 

    4.2   Borrower hereby restates, as of the date of its execution hereof, each and every representation and warranty of Borrower in the Loan Documents, as fully as if set forth at length herein.

   

    4.3   Borrower agrees that the occurrence of a default or event of default under any document evidencing or securing any credit accommodation heretofore, herewith or hereafter established by Lender in favor of Borrower will constitute a default under the Loan Documents, as amended hereby.

 

    4.4   Borrower agrees to execute, deliver, and provide to Lender such additional agreements, documents, and instruments as reasonably required by Lender to effectuate the intent of this Second Modification Agreement.

 

    4.5   In consideration of Lender 's agreement to modify the Loan Documents as described herein, Borrower hereby agrees to pay, in addition to other amounts called for herein, the following amounts related to the transaction described herein (the "Transaction Costs"): all costs and expenses arising from the prepara­tion of this Second Modification Agreement and the documents called for herein, the monitoring and administration of the Loan, including, but not limited to, Lender 's reasonable attorneys' fees and all other charges that may be imposed on, or incurred by Lender as a result of the transaction described herein.

 

    4.6   Borrower and each of the Guarantors agrees to indemnify and hold Lender (and Lender 's present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives and successors and assigns) harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and liabilities of any kind whatsoever (except those arising from the gross negligence or willful misconduct of Lender), including but not limited to attorneys' fees and expenses (including any allocated costs of Lender 's in-house counsel), arising out of any matter relating, directly or indirectly, to the Loan, whether resulting from internal disputes of Borrower or any Guarantor, or whether involving other third persons, or out of any other matter whatsoever related to this Second Modification Agreement, the Loan Documents, or any property encumbered as security for the Loan. This indemnity provision will continue in full force and effect and will survive the repayment of the Loan and the performance of all of Borrower's and/or any Guarantor's other obligations with respect to the Loan.

SECTION 5.

MISCELLANEOUS.

 

    5.1   Except as modified hereby, the Loan Documents remain unchanged and in full force and effect.

 

    5.2   The Loan Documents, as modified herein, and all other documents called for herein or therein contain the complete understanding and agreement of Borrower and Lender in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No provision of the Loan Documents, as modified herein, or any other document called for herein or therein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by the parties thereto.

 

    5.3   The Loan Documents, as modified herein, and all other documents called for herein or therein, are and shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective successors and assigns.

 

    5.4   This Second Modification Agreement and all other documents called for herein or therein shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any conflict of laws principles.

 

    5.5   Time is of the essence of this Second Modification Agreement, each of the Loan Documents, as modified hereby, and all other documents called for herein or therein.

 

    5.6   This Second Modification Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Second Modification Agreement to physically form one document.  Signatures transmitted by facsimile or electronic means shall bind the party signing.

 

    5.7   Paragraph or other headings contained in this Second Modification Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Second Modification Agreement.

 

    5.9   Except as specifically set forth herein, the Loan Documents shall remain in full force and effect.  In the event of a conflict between the terms and provisions of this Second Modification Agreement and the terms and provisions of any of the Loan Documents, the terms and provisions of this Second Modification Agreement shall govern and control.