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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).

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