Item 2(k)(c) — Collateral Agreements COLLATERAL AGREEMENT Among The Michael J. Moyes Trust Dated 4/27/07, As Pledgor, Michael J. Moyes, U.S. BANK NATIONAL ASSOCIATION, As Collateral Agent and 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST Dated...Collateral Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of December 21, 2010, among The Michael J. Moyes Trust Dated 4/27/07 (the “Pledgor”), Michael J. Moyes (“Grantor”), and U.S. Bank National Association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 15, 2010 (such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
Item 2(k)(b) — Forward Purchase Agreements FORWARD PURCHASE AGREEMENT Between The Jerry and Vickie Moyes Family Trust Dated 12/11/87, as Seller, Jerry and Vickie Moyes, and 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST, as Purchaser Dated as of...Forward Purchase Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
FORWARD PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2010, between the Jerry and Vickie Moyes Family Trust Dated 12/11/87 (“Seller”), Jerry and Vickie Moyes (together, “Grantor”), and the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 15, 2010 (the “Trust Agreement”; such business trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
Item 2(k)(a) — Administration Agreement ADMINISTRATION AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, As Administrator, and 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST Dated as of December 21, 2010Administration Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
ADMINISTRATION AGREEMENT (this “Agreement”), dated as of December 21, 2010, between U.S. Bank National Association, a national banking association (the “Administrator”), and the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized wider the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 15, 2010 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item 2(k)(e) — Fund Indemnity Agreement FUND INDEMNITY AGREEMENT Among JERRY MOYES, JERRY AND VICKIE MOYES, JOINTLY, THE JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, THE TODD MOYES TRUST DATED 4/27/07, THE HOLLIE MOYES TRUST DATED 4/27/07, THE...Fund Indemnity Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
FUND INDEMNITY AGREEMENT (this “Agreement”), dated as of December 21, 2010, among Jerry Moyes, Jerry and Vickie Moyes, jointly, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, the Todd Moyes Trust Dated 4/27/07, the Hollie Moyes Trust Dated 4/27/07, the Chris Moyes Trust Dated 4/27/07, the Lyndee Moyes Nester Trust Dated 4/27/07, the Marti Lyn Moyes Trust Dated 4/27/07 and the Michael J. Moyes Trust Dated 4/27/07 (each, a “Seller” and, collectively, the “Sellers”), Jerry and Vickie Moyes, jointly, Todd Moyes, Hollie Moyes, Chris Moyes, Lyndee Moyes Nester, Marti Lyn Moyes and Michael J. Moyes (each, a “Grantor”), U.S. Bank National Association, a national banking association (the “Service Provider”), for itself in its capacities as Administrator, Custodian, Collateral Agent and Paying Agent for the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated a
Item (2)(d) — Paying Agent Agreement PAYING AGENT AGREEMENT BETWEEN U.S. BANK NATIONAL ASSOCIATION, AS PAYING AGENT, AND 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST DATED AS OF DECEMBER 21, 2010Paying Agent Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
PAYING AGENT AGREEMENT (this “Agreement”), dated as of December 21, 2010, between U.S. Bank National Association, a national banking association (the “Paying Agent”), and the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 15, 2010 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item2(j) — Custodian Agreement CUSTODIAN AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, As Custodian, and 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST Dated as of December 21, 2010Custodian Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
CUSTODIAN AGREEMENT (this “Agreement”), dated as of December 21, 2010, between U.S. Bank National Association, a national banking association (the “Custodian”), and the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 15, 2010 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item 2(a) — Amended and Restated Trust Agreement AMENDED AND RESTATED TRUST AGREEMENT CONSTITUTING 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST DATED AS OF DECEMBER 15, 2010Trust Agreement • March 3rd, 2011 • 2010 Swift Mandatory Common Exchange Security Trust • New York
AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of December 15, 2010, among Morgan Stanley & Co. Incorporated, as sponsor (the “Sponsor”), Rizvan Dhalla, as the prior trustee, and Donald J. Puglisi, William R. Latham, III and James B. O’Neill, as trustees (the “Trustees”), constituting the 2010 Swift Mandatory Common Exchange Security Trust (the “Trust”).
