Assignment
Exhibit 2
This Assignment is entered into as of May 9, 2007 by Moyes Children’s Limited Partnership (the
“MCLP”) and agreed and accepted as of the same date by XXXX XXXXX TRUST dated April 27,
2007, XXXXXX XXXXX TRUST dated April 27, 2007, XXXXX XXXXX TRUST dated April 27, 2007, XXXXXX XXXXX
XXXXXX TRUST dated April 27, 2007, XXXXX XXX XXXXX TRUST dated April 27, 2007, XXXXXXX X. XXXXX
TRUST dated April 27, 2007 (each individually a “Trust” and collectively the
“Trusts”). All capitalized terms used herein and not otherwise defined shall have the same
meanings as set forth in the Rollover Letter (as defined below).
WHEREAS, the MCLP is a party to that certain Rollover Equity Commitment Letter, dated as of
January 19, 2007, (the “Rollover Letter”), entered into in furtherance of the Agreement and
Plan of Merger (the “Merger Agreement”) by and among Saint Corporation, a Nevada
corporation (“Parent”), Saint Acquisition Corporation, a Nevada corporation, and Swift
Transportation Co., Inc, a Nevada corporation (“Swift”), dated January 19, 2007, and
amended as of January 23, 2007;
WHEREAS, pursuant to the terms of the Rollover Letter, the MCLP has agreed to contribute all
of its shares of common stock (“Swift Common Stock”) of Swift to Parent in exchange for
shares of common stock of Parent;
WHEREAS, in connection with the transaction contemplated by the Merger Agreement, the MCLP has
determined to distribute its shares of Swift Common Stock to the Trusts in accordance with
Schedule A; and
WHEREAS, pursuant to the terms of the Rollover Letter, the MCLP is permitted to assign its
rights and obligations under the Rollover Letter to the Trusts.
NOW, THEREFORE, intending to be legally bound hereby, MCLP and the Trusts hereby agree as
follows:
Pursuant to the terms of the Rollover Letter, the MCLP hereby assigns to each Trust its rights
and obligations under the Rollover Letter with respect to the shares of Common Stock set forth
opposite each Trust’s name on Schedule A.
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IN WITNESS WHEREOF, the undersigned party has caused this Agreement to be duly executed as of
the day and year first written above.
MOYES CHILDREN’S LIMITED PARTNERSHIP | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | General Partner |
Xxxxxx and Accepted as of May 9, 2007:
XXXX XXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Trustee | |||
XXXXXX XXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Trustee | |||
XXXXX XXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Trustee | |||
XXXXXX XXXXX XXXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Trustee | |||
XXXXX XXX XXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Trustee | |||
XXXXXXX X. XXXXX TRUST dated April 27, 2007 | ||||
By: |
/s/ Xxxxxx Xxxxx Xxxxxx | |||
Name:
|
Xxxxxx Xxxxx Xxxxxx | |||
Title:
|
Trustee |
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