2,500,000 SHARES



                           KNIGHT TRANSPORTATION, INC.



                                  COMMON STOCK



                             UNDERWRITING AGREEMENT



                                                               October ___, 2001



Credit Suisse First Boston Corporation

Bear, Stearns & Co. Inc.

Morgan Keegan & Company, Inc.

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

As Representatives of the Several Underwriters,

     c/o Credit Suisse First Boston Corporation,

                Eleven Madison Avenue,

                New York, N.Y. 10010-3629





Ladies and Gentlemen:



         1. Introductory. Knight Transportation, Inc., an Arizona corporation

("COMPANY") proposes to issue and sell [_________] shares of its common stock,

$.01 par value per share ("SECURITIES"), Kevin Knight, Randy Knight, Gary Knight

and Keith Knight (collectively, the "KNIGHT SELLING STOCKHOLDERS") and John

Fayard, Jr. (the "THIRD-PARTY SELLING STOCKHOLDER") and together with the Knight

Selling Stockholders, the "SELLING STOCKHOLDERS"), each of which is set forth in

Schedule A hereto, propose severally to sell an aggregate of [___________]

outstanding shares of the Securities (such [___________] shares of Securities

being hereinafter referred to as the "FIRM SECURITIES"). Certain of the Selling

Stockholders also propose to sell to the Underwriters, at the option of the

Underwriters, an aggregate of not more than 375,000 additional outstanding

shares of the Company's Securities, as set forth below (such 375,000 additional

shares being hereinafter referred to as the "Optional Securities"). The Firm

Securities and the Optional Securities are herein collectively called the

"OFFERED SECURITIES". The Company and the Selling Stockholders hereby agree with

the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:



         2. Representations and Warranties of the Company and the Selling

Stockholders. (a) The Company and the Knight Selling Stockholders jointly and

severally represent and warrant to, and agree with, the several Underwriters

that:

<PAGE>

                  (i) A registration statement (No. 333- [___________]) relating

         to the Offered Securities, including a form of prospectus, has been

         filed with the Securities and Exchange Commission ("COMMISSION") and

         either (A) has been declared effective under the Securities Act of 1933

         ("ACT") and is not proposed to be amended or (B) is proposed to be

         amended by amendment or post-effective amendment. If such registration

         statement (the "INITIAL REGISTRATION STATEMENT") has been declared

         effective, either (A) an additional registration statement (the

         "ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities

         may have been filed with the Commission pursuant to Rule 462(b) ("RULE

         462(B)") under the Act and, if so filed, has become effective upon

         filing pursuant to such Rule and the Offered Securities all have been

         duly registered under the Act pursuant to the initial registration

         statement and, if applicable, the additional registration statement or

         (B) such an additional registration statement is proposed to be filed

         with the Commission pursuant to Rule 462(b) and will become effective

         upon filing pursuant to such Rule and upon such filing the Offered

         Securities will all have been duly registered under the Act pursuant to

         the initial registration statement and such additional registration

         statement. If the Company does not propose to amend the initial

         registration statement or if an additional registration statement has

         been filed and the Company does not propose to amend it, and if any

         post-effective amendment to either such registration statement has been

         filed with the Commission prior to the execution and delivery of this

         Agreement, the most recent amendment (if any) to each such registration

         statement has been declared effective by the Commission or has become

         effective upon filing pursuant to Rule 462(c) ("RULE 462(C)") under the

         Act or, in the case of the additional registration statement, Rule

         462(b). For purposes of this Agreement, "EFFECTIVE Time" with respect

         to the initial registration statement or, if filed prior to the

         execution and delivery of this Agreement, the additional registration

         statement means (A) if the Company has advised the Representatives that

         it does not propose to amend such registration statement, the date and

         time as of which such registration statement, or the most recent

         post-effective amendment thereto (if any) filed prior to the execution

         and delivery of this Agreement, was declared effective by the

         Commission or has become effective upon filing pursuant to Rule 462(c),

         or (B) if the Company has advised the Representatives that it proposes

         to file an amendment or post-effective amendment to such registration

         statement, the date and time as of which such registration statement,

         as amended by such amendment or post-effective amendment, as the case

         may be, is declared effective by the Commission. If an additional

         registration statement has not been filed prior to the execution and

         delivery of this Agreement but the Company has advised the

         Representative[s] that it proposes to file one, "EFFECTIVE TIME" with

         respect to such additional registration statement means the date and

         time as of which such registration statement is filed and becomes

         effective pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the

         initial registration statement or the additional registration statement

         (if any) means the date of the Effective Time thereof. The initial

         registration statement, as amended at its Effective Time, including all

         material incorporated by reference therein, including all information

         contained in the additional registration statement (if any) and deemed

         to

<PAGE>

         be a part of the initial registration statement as of the Effective

         Time of the additional registration statement pursuant to the General

         Instructions of the Form on which it is filed and including all

         information (if any) deemed to be a part of the initial registration

         statement as of its Effective Time pursuant to Rule 430A(b) ("RULE

         430A(B)") under the Act, is hereinafter referred to as the "INITIAL

         REGISTRATION STATEMENT". The additional registration statement, as

         amended at its Effective Time, including the contents of the initial

         registration statement incorporated by reference therein and including

         all information (if any) deemed to be a part of the additional

         registration statement as of its Effective Time pursuant to Rule

         430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION

         STATEMENT". The Initial Registration Statement and the Additional

         Registration are hereinafter referred to collectively as the

         "REGISTRATION STATEMENTS" and individually as a "REGISTRATION

         STATEMENT". The form of prospectus relating to the Offered Securities,

         as first filed with the Commission pursuant to and in accordance with

         Rule 424(b) ("RULE 424(B)") under the Act or (if no such filing is

         required) as included in a Registration Statement, including all

         material incorporated by reference in such prospectus, is hereinafter

         referred to as the "PROSPECTUS". No document has been or will be

         prepared or distributed in reliance on Rule 434 under the Act.



                  (ii) If the Effective Time of the Initial Registration

         Statement is prior to the execution and delivery of this Agreement: (A)

         on the Effective Date of the Initial Registration Statement, the

         Initial Registration Statement conformed in all material respects to

         the requirements of the Act and the rules and regulations of the

         Commission ("RULES AND REGULATIONS") and did not include any untrue

         statement of a material fact or omit to state any material fact

         required to be stated therein or necessary to make the statements

         therein not misleading, (B) on the Effective Date of the Additional

         Registration Statement (if any), each Registration Statement conformed

         or will conform, in all material respects to the requirements of the

         Act and the Rules and Regulations and did not include, or will not

         include, any untrue statement of a material fact and did not omit, or

         will not omit, to state any material fact required to be stated therein

         or necessary to make the statements therein not misleading, and (C) on

         the date of this Agreement, the Initial Registration Statement and, if

         the Effective Time of the Additional Registration Statement is prior to

         the execution and delivery of this Agreement, the Additional

         Registration Statement each conforms, and at the time of filing of the

         Prospectus pursuant to Rule 424(b) or (if no such filing is required)

         at the Effective Date of the Additional Registration Statement in which

         the Prospectus is included, each Registration Statement and the

         Prospectus will conform, in all material respects to the requirements

         of the Act and the Rules and Regulations, and neither of such documents

         includes, or will include, any untrue statement of a material fact or

         omits, or will omit, to state any material fact required to be stated

         therein or necessary to make the statements therein not misleading. If

         the Effective Time of the Initial Registration Statement is subsequent

         to the execution and delivery of this Agreement: on the Effective Date

         of the Initial Registration Statement, the Initial Registration

         Statement and the Prospectus will conform in all

<PAGE>

         material respects to the requirements of the Act and the Rules and

         Regulations, neither of such documents will include any untrue

         statement of a material fact or will omit to state any material fact

         required to be stated therein or necessary to make the statements

         therein not misleading, and no Additional Registration Statement has

         been or will be filed. The two preceding sentences do not apply to

         statements in or omissions from a Registration Statement or the

         Prospectus based upon written information furnished to the Company by

         any Underwriter through the Representatives specifically for use

         therein, it being understood and agreed that the only such information

         is that described as such in Section 7(c) hereof.





                  (iii) The Company has been duly incorporated and is an

         existing corporation in good standing under the laws of the State of

         Arizona, with power and authority (corporate and other) to own its

         properties and conduct its business as described in the Prospectus; and

         the Company is duly qualified to do business as a foreign corporation

         in good standing in all other jurisdictions in which its ownership or

         lease of property or the conduct of its business requires such

         qualification, except where the failure to be so qualified would not

         have, or reasonably be expected to have, individually or in the

         aggregate, a material adverse effect on the condition (financial or

         other), business, properties or results of operations of the Company

         and its subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT").



                  (iv) Each Significant Subsidiary of the Company has been duly

         incorporated and is an existing corporation in good standing under the

         laws of the jurisdiction of its incorporation, with power and authority

         (corporate and other) to own its properties and conduct its business as

         described in the Prospectus; and each Significant Subsidiary of the

         Company is duly qualified to do business as a foreign corporation in

         good standing in all other jurisdictions in which its ownership or

         lease of property or the conduct of its business requires such

         qualification, except where the failure to be so qualified would not

         have, or be reasonably expected to have, individually or in the

         aggregate, a Material Adverse Effect; all of the issued and outstanding

         capital stock of each Significant Subsidiary of the Company has been

         duly authorized and validly issued and is fully paid and nonassessable;

         and the capital stock of each Significant Subsidiary owned by the

         Company, directly or through subsidiaries, is owned free from liens,

         encumbrances and defects. Schedule C hereto is a list of all

         "Significant Subsidiaries" (as such term is defined in Rule 1-02(w) of

         Regulation S-X) of the Company. All subsidiaries of the Company that

         have been omitted from Schedule C, if considered in the aggregate as a

         single subsidiary, would not collectively constitute a Significant

         Subsidiary.



                  (v) The Offered Securities and all other outstanding shares of

         capital stock of the Company have been duly authorized and validly

         issued, fully paid and nonassessable and conform to the description

         thereof incorporated by reference in the Prospectus; and the

         stockholders of the Company have no preemptive rights with respect to

         the Securities.

<PAGE>

                  (vi) Except as disclosed in the Prospectus, there are no

         contracts, agreements or understandings between the Company and any

         person that would give rise to a valid claim against the Company or any

         Underwriter for a brokerage commission, finder's fee or other like

         payment in connection with this offering.



                  (vii) Except for the registration rights granted to

         [____________], there are no contracts, agreements or understandings

         between the Company and any person granting such person the right to

         require the Company to file a registration statement under the Act with

         respect to any securities of the Company owned or to be owned by such

         person or to require the Company to include such securities in the

         securities registered pursuant to a Registration Statement or in any

         securities being registered pursuant to any other registration

         statement filed by the Company under the Act.



                  (viii) The Offered Securities have been approved for listing

         subject to notice of issuance on the Nasdaq Stock Market's National

         Market.



                  (ix) No consent, approval, authorization, or order of, or

         filing with, any governmental agency or body or any court is required

         to be obtained or made by the Company for the consummation of the

         transactions contemplated by this Agreement in connection with the sale

         of the Offered Securities, except such as have been obtained and made

         under the Act and such as may be required under state securities laws.



                  (x) The execution, delivery and performance of this Agreement,

         and the consummation of the transactions herein contemplated will not

         result in a breach or violation of any of the terms and provisions of,

         or constitute a default under: (i) any statute, any rule, regulation or

         order of any governmental agency or body or any court, domestic or

         foreign, having jurisdiction over the Company or any subsidiary of the

         Company or any of their properties, (ii) any agreement or instrument to

         which the Company or any such subsidiary is a party or by which the

         Company or any such subsidiary is bound or to which any of the

         properties of the Company or any such subsidiary is subject, or (iii)

         the charter or by-laws of the Company or any such subsidiary, except

         where a breach, violation or default of the type specified in clauses

         (i) and (ii) would not have, or reasonably be expected to have,

         individually or in the aggregate, a Material Adverse Effect.



                  (xi) This Agreement has been duly authorized, executed and

         delivered by the Company.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC