SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 17)

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
__________________________________________________________________________________
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
__________________________________________________________________________________
(Title of Class of Securities)

499049104
__________________________________________________________________________________
(CUSIP Number)

Jerry and Vickie Moyes
2200 South 75th Avenue
Phoenix, AZ 85034
Telephone:  (623) 907-7388
Facsimile:  (602) 275-6417
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Earl Scudder & Chris Kortum
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, 2nd Floor
Lincoln, NE 68508

August 23, 2019
__________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 

 

CUSIP NO.:  87074U101

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Jerry Moyes
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
AF, BK, PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
0
 
8.
Shared Voting Power
31,546,151(1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
31,546,151(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of Class A Common Stock (“Class A Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
     
 
(2)
Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, and M Dynasty Capital, LLC (“M Dynasty”) which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Vickie Moyes
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [  ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
AF, BK, PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
0
 
8.
Shared Voting Power
31,546,151(1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
31,546,151(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
(1)
Includes shares of common stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
     
 
(2)
Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Jerry and Vickie Moyes Family Trust Dated 12/11/87
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
AF, BK, PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Arizona
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
31,523,497(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
31,523,497(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 
(1)
Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager. 
     
 
(2)
Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.

 

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Cactus Holding Company II, LLC (27-4510310)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Alaska
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
1,898,791(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,898,791(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person.
     
 
(2)
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, M Capital I, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
M Capital Group Investors, LLC (45-2614711)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
4,471,950(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
4,471,950 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person. 
     
 
(2)
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Cactus Holding Company, LLC (27-4438129)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Alaska
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
10,751,311(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
10,751,311(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person. 
     
 
(2)
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding II, M Capital I, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
M Capital Group Investors II, LLC (46-3644539)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
18,873,395(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
18,873,395(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person. 
     
 
(2)
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Michael Moyes
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
360,000(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
360,000(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(4)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power.
     
 
(2)
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with LynDee Moyes Nester.
     
 
(3)
Includes shares of common stock held by LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(4)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.
 

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
LynDee Moyes Nester
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
2,655,924(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
2,655,924(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(4)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of common stock held by a trust for the benefit of Michael Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Also includes shares held by M Dynasty, over which the Reporting Person has sole voting and dispositive power as manager of M Dynasty.
     
 
(2)
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Michael Moyes.
     
 
(3)
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(4)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
M Six Investors, LLC (82-4484213)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Alaska
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
1,725,000(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,725,000(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person. 
     
 
(2)
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.












1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
M Dynasty Capital, LLC (83-3632774)
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Alaska
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
7.
Sole Voting Power
2,583,924(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
2,583,924(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[    ]
13.
Percent of Class Represented by Amount in Row (11)
24.0%(3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person. 
     
 
(2)
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(3)
The percentage indicated is based upon 170,511,687 shares of common stock outstanding as of July 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 7, 2019.






 
Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, and Michael Moyes previously filed on Schedule 13G pursuant to the provisions of Rule 13d-1(d).

Item 1.
Security and Issuer.

This Amendment No. 17 (this “Amendment”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011, as previously amended from time to time (the “Original Statement”) relates to the Class A Common Stock, par value $0.01 per share of Knight-Swift Transportation Holdings Inc., a Delaware corporation.  The principal executive offices of the Issuer are located at 20002 North 19th Avenue, Phoenix, Arizona 85027.  Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented, or superseded by information contained in this Amendment.  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Original Statement.

Item 2.
Identity and Background.

Item 2 of the Original Statement is hereby amended and supplemented by adding the following information:

(a)

This Amendment is being filed jointly on behalf of Jerry Moyes, Vickie Moyes, the Moyes Trust, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, Michael Moyes, LynDee Moyes Nester, M Six Investors, and M Dynasty Capital, LLC (“M Dynasty” and collectively with Jerry Moyes, Vickie Moyes, the Moyes Trust, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, Michael Moyes, LynDee Moyes Nester, and M Six Investors, the "Reporting Persons")

(c)

M Dynasty

M Dynasty is a limited liability company established under the laws of the State of Alaska.  M Dynasty has no principal business other than aiding in Jerry and Vickie Moyes' children's asset management needs.  M Dynasty’s business address is P.O. Box 1397, Tolleson, Arizona 85353.  M Dynasty is owned by certain trusts established for the benefit of Jerry and Vickie Moyes’ children.  LynDee Moyes Nester serves as manager of M Dynasty.

(d) – (e)

During the last five years, M Dynasty has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

M Dynasty was established under the laws of the State of Alaska.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:

(c)          Transactions Effected During the Past Sixty Days:

On August 23, 2019, certain of the Reporting Persons entered into the following transactions:

·
Cactus Holding I amended and restated three previously disclosed variable prepaid forward contracts (“VPF”) covering 2,376,000, 5,044,308, and 3,331,003 shares, respectively.  The amendment extended the maturity dates of the contracts to May 26, 2020 through May 28, 2020 for the 2,376,000 share and 3,331,003 share contracts, and to March 13, 2020 through March 17, 2020 for the 5,044,308 share contract.  Previously, the maturity dates were August 30, 2019 through September 4, 2019.  The new 2,376,000 share VPF is governed by that certain Sixth Amended and Restated Supplemental Confirmation, attached hereto as Exhibit 99.11.  The new 5,044,308 share VPF is governed by that certain Fifth Amended and Restated May 2016 Supplemental Confirmation, attached hereto as Exhibit 99.12.  The new 3,331,003 share VPF is governed by that certain Amended and Restated February 2019 Supplemental Confirmation, attached hereto as Exhibit 99.13.
 
·
M Capital II amended and restated its previously disclosed VPF covering 8,851,692 shares, terminated its previously disclosed VPF covering 9,864,000 shares, and entered into a new VPF covering 9,864,000 shares. The amendment extended the maturity dates to March 13, 2020 through April 9, 2020 for the 8,851,692 share contract.  The new 9,864,000 share VPF contract has maturity dates from May 26, 2020 through June 22, 2020. Previously, the maturity dates for these VPFs were August 30, 2019 through September 27, 2019.  M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF.  The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II in respect of the Trigger Price Agreement discussed below.  The new 8,851,692 share VPF is governed by that certain Fifth Amended and Restated Transaction 1 Supplemental Confirmation, attached hereto as Exhibit 99.14.  The new 9,864,000 share VPF is governed by that certain Transaction 2 Supplemental Confirmation, attached hereto as Exhibit 99.15. The termination of the previous M Capital II VPF is governed by that certain Release and Termination Agreement, attached hereto as Exhibit 99.17.

·
In addition to extending the maturity dates, the VPF amendments and new M Capital II VPF changed the applicable Forward Floor Prices and Forward Cap Prices set forth in the VPFs.  Each of Cactus Holding I and M Capital II is generally permitted to participate in any appreciation of the Issuer’s Common Stock between the applicable Forward Floor Price and Forward Cap Price of the VPFs to which it is a party.  The new Forward Floor Prices and Forward Cap Prices are $44.50 and $56.50, respectively, for the 8,851,692 share M Capital II VPF and the 5,044,308 share Cactus Holding I VPF, $42.50 and $52.95, respectively, for the 9,864,000 share M Capital II VPF and the 2,376,000 share Cactus Holding I VPF, and $42.00 and $52.25, respectively, for the 3,331,003 share Cactus I VPF.

·
In connection with these VPF transactions, M Capital II and Cactus Holding I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus Holding I are obligated to make certain payments if the daily volume weighted average price of the Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus Holding I prior to entering into the Trigger Price Agreement.  The Trigger Price Agreement is attached hereto as Exhibit 99.16.

No additional shares were pledged by the Reporting Persons in connection with the foregoing transactions.  The purpose of the foregoing transactions was to extend the maturity of the aforementioned VPFs. The foregoing description of the VPF transactions is qualified in its entirety by reference to the text of these agreements, which are filed herewith as Exhibits 99.11 through 99.17.

 Item 6.
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

The information set forth under Item 5 of this Amendment is incorporated herein by reference.

Item 7.
Material to be Filed as Exhibits.
 
 
Joint Filing Agreement, dated August 28, 2019, by and among the Reporting Persons
     
 
Power of Attorney of M Capital Group Investors II, LLC, incorporated by reference to Exhibit 2 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
     
 
Power of Attorney of LynDee Moyes Nester, incorporated by reference to Exhibit 3 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
     
 
Power of Attorney of Cactus Holding Company, LLC, incorporated by reference to Exhibit 2 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
     
 
Power of Attorney of Cactus Holding Company II, LLC, incorporated by reference to Exhibit 3 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
     
 
Power of Attorney of M Capital Group Investors, LLC, incorporated by reference to Exhibit 99.6 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019
     
 
Power of Attorney of Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust, incorporated by reference to Exhibit 2 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
     
 
Power of Attorney of Michael Moyes, incorporated by reference to Exhibit 3 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
     
 
Power of Attorney of M Six Investors, LLC, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019
     
 
Power of Attorney of M Dynasty Capital, LLC
     
 
Sixth Amended and Restated Supplemental Confirmation between Citigroup Global Markets Inc. and Cactus Holding Company, LLC, dated August 23, 2019
     
 
Fifth Amended and Restated May 2016 Supplemental Confirmation between Citigroup Global Markets Inc. and Cactus Holding Company, LLC, dated August 23, 2019
     
 
Amended and Restated February 2019 Supplemental Confirmation between Citigroup Global Markets Inc. and Cactus Holding Company, LLC, dated August 23, 2019
     
 
Fifth Amended and Restated Transaction 1 Supplemental Confirmation between Citigroup Global Markets Inc. and M Capital Group Investors II, LLC, dated August 23, 2019
     
 
Transaction 2 Supplemental Confirmation between Citigroup Global Markets Inc. and M Capital Group Investors II, LLC, dated August 23, 2019
     
 
Trigger Price Agreement between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated August 23, 2019
     
  Exhibit 99.17
Release and Termination Agreement between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated August 23, 2019
 

SIGNATURE
 
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.
 
 
JERRY MOYES, individually
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
VICKIE MOYES, individually
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M CAPITAL GROUP INVESTORS, LLC, by Michael Moyes, its co-Manager
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
 
M CAPITAL GROUP INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
   
   
 
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
 
 
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
 
M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
   
   
 
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M DYNASTY CAPITAL, LLC, by LynDee Nester, its co-Manager
   
   
 
/s/ LynDee Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
   
 
MICHAEL MOYES, individually
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
LYNDEE MOYES NESTER, individually
   
   
 
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed

Dated: August 28, 2019

Exhibit 99.1
 
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of Knight-Swift Transportation Holdings Inc. and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 28th day of August 2019.

 
JERRY MOYES, individually
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
VICKIE MOYES, individually
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M CAPITAL GROUP INVESTORS, LLC, by Michael Moyes, its co-Manager
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
 
M CAPITAL GROUP INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
   
   
 
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
   
   
 
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
 
M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
   
   
 
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
M DYNASTY CAPITAL, LLC, by LynDee Nester, its co-Manager
   
   
 
/s/ LynDee Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
   
 
MICHAEL MOYES, individually
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
   
 
LYNDEE MOYES NESTER, individually
   
   
 
/s/ Lyndee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed



Back to Schedule 13D/A
Exhibit 99.10
 
POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Earl H. Scudder, Mark A. Scudder, and Heidi Hornung-Scherr, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)          execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of Knight-Swift Transportation Holdings Inc. (the "Company"), Schedules 13D and 13G and in accordance with Section 13 of the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Act"), and the rules thereunder;

(2)          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)          take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of March 2019.


 
M DYNASTY CAPITAL, LLC
 
By:
/s/ Lyndee Nester  
 
Lyndee Nester, Manager
 




Back to Schedule 13D/A
Exhibit 99.11

SIXTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
Cactus Holding Company, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Sixth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and Cactus Holding Company, LLC (“Counterparty”) on February 13, 2019 (such date, the “Fifth Amendment and Restatement Date” and such transaction, the “Fifth Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 21, 2018 (such date, the “Fourth Amendment and Restatement Date” and such transaction, the “Fourth Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 16, 2017 (such date, the “Third Amendment and Restatement Date” and such transaction, the “Third Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 18, 2016 (such date, the “Second Amendment and Restatement Date” and such transaction, the “Second Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 18, 2016 (such date, the “First Amendment and Restatement Date” and such transaction, the “First Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on October 30, 2015 (the “Original Transaction”).  This Sixth Amended and Restated Supplemental Confirmation, dated August 23, 2019 (the “Sixth Amended and Restated Supplemental Confirmation”), amends and restates in its entirety the Fifth Amended and Restated Supplemental Confirmation, dated February 13, 2019 (the “Fifth Amended and Restated Supplemental Confirmation”), and is subject to the Master Confirmation specified below.  All references to the Fifth Amended and Restated Supplemental Confirmation, the Fourth Amended and Restated Supplemental Confirmation, dated May 21, 2018 (the “Fourth Amended and Restated Supplemental Confirmation”), the Third Amended and Restated Supplemental Confirmation, dated November 16, 2017 (the “Third Amended and Restated Supplemental Confirmation”), the Second Amended and Restated Supplemental Confirmation, dated November 18, 2016 (the “Second Amended and Restated Supplemental Confirmation”), the Amended and Restated Supplemental Confirmation, dated May 18, 2016 (the “First Amended and Restated Supplemental Confirmation”), the Supplemental Confirmation, dated October 30, 2015 (the “Original Supplemental Confirmation”) in the Master Confirmation or in any other documentation between the parties shall be to this Sixth Amended and Restated Supplemental Confirmation.  Each party repeats to the other party the representations and warranties set forth in the Master Confirmation or in the Agreement (as defined in the Master Confirmation) (as if the Sixth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation).  This Sixth Amended and Restated Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Sixth Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of October 30, 2015 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Sixth Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2.          The terms of the Transaction to which this Sixth Amended and Restated Supplemental Confirmation relates are as follows:
Trade Date:
October 30, 2015
Sixth Amendment and Restatement Date:
August 23, 2019
Prepayment Date:
The later of (i) the Trade Date and (ii) the first date on which all of the conditions to effectiveness set forth in the Master Confirmation have been satisfied or waived, as determined by CGMI in its reasonable discretion; provided that if CGMI determines, in its reasonable discretion, that it is impracticable for CGMI to deliver the Prepayment Amount by close of business on such date, the Prepayment Date shall be the Currency Business Day immediately following such date.  CGMI shall be deemed to have satisfied its obligation to deliver the Prepayment Amount to Counterparty upon the wiring of the Prepayment Amount to an account in the name of Cactus Holding Company II, LLC in accordance with the wire instructions provided by Counterparty.
Prepayment Amount:
USD 48,300,000
Letter Agreement Reference Price:
USD 15.0205
Counterparty Second Amendment Payment Amount:
USD 5,250,000.  Counterparty agrees to pay CGMI the Counterparty Second Amendment Payment Amount on the Counterparty Second Amendment Payment Date.
Counterparty Second Amendment Payment Date:
The Currency Business Day immediately following the Second Amendment and Restatement Date.
Counterparty Fifth Amendment Payment Amount:
As determined by the Calculation Agent taking into account, for the Fifth Amended and Restated Transaction, the Amendment and Restatement Reference Price, the Forward Floor Price and the Forward Cap Price.  Subject to the Repo Termination and Irrevocable Instruction Agreement, Counterparty agrees to pay CGMI the Counterparty Fifth Amendment Payment Amount on the Counterparty Fifth Amendment Payment Date.
Counterparty Fifth Amendment Payment Date:
The “Extension Payment Date” as defined in the Repo Termination and Irrevocable Instruction Agreement.
Repo Termination and Irrevocable Instruction Agreement:
The Repo Termination and Irrevocable Instruction Agreement, dated on or about the Fifth Amendment and Restatement Date, between Citibank, N.A., CGMI, Citigroup Global Markets Limited, represented by CGMI as its agent, Counterparty, M Capital Group Investors II, LLC, Cactus Holding Company II, LLC and the other parties signatory thereto.
Sixth Amendment and Restatement Reference Price:
USD 34.00.  Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fifth Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 42.50
Forward Cap Price:
USD 52.95
Final Disruption Date:
June 11, 2020
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares (reflecting adjustments through the Sixth Amendment and Restatement Date) is set forth below:
2
Component Number
Scheduled Valuation Date
Number of Shares
1
May 26, 2020
792,000
2
May 27, 2020
792,000
3
May 28, 2020
792,000

3.          For purposes of all Transactions under the Master Confirmation, Section 8(f)(ii) is hereby amended by replacing it in its entirety with the following:

Hire Act Protocols.  The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement solely for purposes of this Master Confirmation as if set forth in full herein.
3
Counterparty hereby agrees (a) to check this Sixth Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Sixth Amended and Restated Supplemental Confirmation relates by manually signing this Sixth Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
   
 
By:
/s/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
CACTUS HOLDING COMPANY, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
 
   
   
 
By:
/s/ Jerry C. Moyes  
 
Name: Jerry C. Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
By:
/s/ Vickie Moyes  
 
Name: Vickie Moyes
 
 
Title: Co-Trustee of the Manager
 
   

 
 
 
[Signature Page to Sixth Amended and Restated Supplemental Confirmation for Cactus I Forward]
 
 
Back to Schedule 13D/A
Exhibit 99.12
FIFTH AMENDED AND RESTATED MAY 2016 SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
Cactus Holding Company, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Fifth Amended and Restated May 2016 Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and Cactus Holding Company, LLC (“Counterparty”) on February 13, 2019 (such date, the “Fourth Amendment and Restatement Date” and such transaction, the “Fourth Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 21, 2018 (such date, the “Third Amendment and Restatement Date” and such transaction, the “Third Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 16, 2017 (such date, the “Second Amendment and Restatement Date” and such transaction, the “Second Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 18, 2016 (such date, the “First Amendment and Restatement Date” and such transaction, the “First Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 18, 2016 (the “Original Transaction”).  This Fifth Amended and Restated May 2016 Supplemental Confirmation, dated August 23, 2019 (the “Fifth Amended and Restated Supplemental Confirmation”), amends and restates in its entirety the Fourth Amended and Restated May 2016 Supplemental Confirmation, dated February 13, 2019 (the “Fourth Amended and Restated Supplemental Confirmation”), and is subject to the Master Confirmation specified below.  All references to the Fourth Amended and Restated Supplemental Confirmation, the Third Amended and Restated May 2016 Supplemental Confirmation, dated May 21, 2018 (the “Third Amended and Restated Supplemental Confirmation”), the Second Amended and Restated May 2016 Supplemental Confirmation, dated November 16, 2017 (the “Second Amended and Restated Supplemental Confirmation”), the Amended and Restated May 2016 Supplemental Confirmation, dated November 18, 2016 (the “First Amended and Restated Supplemental Confirmation”) or the May 2016 Supplemental Confirmation, dated May 18, 2016 (the “Original Supplemental Confirmation”) in the Master Confirmation or in any other documentation between the parties shall be to this Fifth Amended and Restated May 2016 Supplemental Confirmation.  Each party repeats to the other party the representations and warranties set forth in the Master Confirmation or in the Agreement (as defined in the Master Confirmation) (as if the Fifth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation).  This Fifth Amended and Restated May 2016 Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Fifth Amended and Restated May 2016 Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of October 30, 2015 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Fifth Amended and Restated May 2016 Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2.          The terms of the Transaction to which this Fifth Amended and Restated May 2016 Supplemental Confirmation relates are as follows:
Trade Date:
May 18, 2016
Fifth Amendment and Restatement Date:
August 23, 2019
Initial Prepayment Amount:
USD 58,353,518.32.  Counterparty directs, and CGMI agrees to pay, the Initial Prepayment Amount to the Collateral Account (as defined in the Pledge Agreement) and from there in accordance with the terms of the May 2016 Irrevocable Instruction Letter dated as of May 18, 2016 between CGMI, Cactus Holding Company II, LLC and Deutsche Bank Trust Company Americas.
Second Prepayment Date:
The Currency Business Day following the Trade Date.
Second Prepayment Amount:
USD 20,098,386.48.  Counterparty directs, and CGMI agrees to pay, the Second Prepayment Amount to Citibank, N.A. on the Second Prepayment Date.
Third Prepayment Date:
The Currency Business Day following the first date on which CGMI shall have received as additional “Collateral” under and in accordance with the terms of the Security Agreement an aggregate number of “Class A Shares” in book-entry form through the Clearance System and “Class B Shares” in certificated form in the name of Counterparty that equals the Number of Shares under this Transaction.
Third Prepayment Amount:
USD 13,475,793.63.  CGMI shall pay the Third Prepayment Amount to Counterparty on the Third Prepayment Date.
Reference Price:
USD 14.7265
Counterparty Fourth Amendment Payment Amount:
As determined by the Calculation Agent taking into account, for the Fourth Amended and Restated Transaction, the Amendment and Restatement Reference Price, the Forward Floor Price and the Forward Cap Price.  Subject to the Repo Termination and Irrevocable Instruction Agreement, Counterparty agrees to pay CGMI the Counterparty Fourth Amendment Payment Amount on the Counterparty Fourth Amendment Payment Date.
Counterparty Fourth Amendment Payment Date:
The “Extension Payment Date” as defined in the Repo Termination and Irrevocable Instruction Agreement.
Repo Termination and Irrevocable Instruction Agreement:
The Repo Termination and Irrevocable Instruction Agreement, dated on or about the Fourth Amendment and Restatement Date, between Citibank, N.A., CGMI, Citigroup Global Markets Limited, represented by CGMI as its agent, Counterparty, M Capital Group Investors II, LLC, Cactus Holding Company II, LLC and the other parties signatory thereto.
Fifth Amendment and Restatement Reference Price:
USD 34.00.  Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 44.50
Forward Cap Price:
USD 56.50
Final Disruption Date:
March 31, 2020
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares (reflecting adjustments through the Fifth Amendment and Restatement Date) is set forth below:
2
Component Number
Scheduled Valuation Date
Number of Shares
1
March 13, 2020
1,681,436
2
March 16, 2020
1,681,436
3
March 17, 2020
1,681,436

3.          For purposes of all Transactions under the Master Confirmation, the definition of “Shares” and “Issuer” are hereby amended by replacing “Shares” in its entirety with the following:

Shares:
The Class A common stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”).
4.          For purposes of all Transactions under the Master Confirmation, Section 2 of the Master Confirmation is hereby amended by replacing the provisions for “Settlement Method Election”, “Electing Party” and the introductory paragraph of “Conditions to Physical Settlement” with the following:
Settlement Method Election:
Applicable; provided that (i) if Counterparty wishes to elect that Cash Settlement apply to some Components and Physical Settlement apply to the other Components, it shall notify CGMI of the number of Components to which Cash Settlement shall apply and whether Cash Settlement shall apply to (a) that number of consecutive Components starting with the first Component or (b) that number of consecutive Components ending with the last Component and (ii) Counterparty shall be entitled to elect Physical Settlement for any Component only if the “Conditions to Physical Settlement” below are satisfied or waived by CGMI prior to the first Scheduled Valuation Date of any Component of such Transaction to which Physical Settlement is applicable (and, if such conditions are not satisfied or waived, Cash Settlement shall apply notwithstanding any election by Counterparty).
Electing Party:
Counterparty.
Conditions to
Physical Settlement:
Counterparty shall be entitled to elect Physical Settlement in whole or in part only if Counterparty shall have caused each of the following conditions to be satisfied to CGMI’s satisfaction or CGMI has waived such conditions:
5.          For purposes of all Transactions under the Master Confirmation, the definition of “Settlement Price” is hereby amended by replacing it in its entirety with the following:

Settlement Price:
The volume-weighted average price per Share on the relevant Valuation Date, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “KNX US <equity> AQR_SEC <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Settlement Price shall be determined by the Calculation Agent in good faith and a commercially reasonable manner.

6.          For purposes of all Transactions under the Master Confirmation, the “Share Adjustments” provision is hereby amended by:

(a)          Replacing the “Dividend Adjustments” provision in its entirety with the following; and
 
3

Dividend Adjustments:
If at any time during the period from, but excluding, the Trade Date to, and including, a Valuation Date, an ex-dividend date for an Ordinary Cash Dividend to the extent it is an Excess Cash Dividend or for any dividend or distribution that is not an Ordinary Cash Dividend occurs with respect to the Shares (whether cash or non-cash and including any spin-off or other similar transaction) (a “Relevant Distribution”), then, except as provided in the next sentence, the Calculation Agent will adjust one or more of the Forward Floor Price, the Forward Cap Price, the Number of Shares or any other variable relevant to the valuation, settlement, payment or other terms of such Component to reflect the impact of such dividend or distribution on the theoretical value of such Component.  In the case of a Relevant Distribution that is an Excess Cash Dividend, Counterparty may elect, by written notice to CGMI no later than the fifth Scheduled Trading Day immediately preceding the ex-dividend date for such Relevant Distribution, that, in lieu of the adjustment provided in the preceding sentence, Counterparty shall pay CGMI, on the date such Relevant Distribution is paid by the Issuer, an amount equal to the amount of such Relevant Distribution multiplied by the aggregate Number of Shares underlying each Transaction on the relevant ex-dividend date.

(b)          Adding the following provisions immediately after the “Dividend Adjustments” provision;

Ordinary Cash Dividend:
Any cash dividend or distribution that the Calculation Agent determines is an ordinary, quarterly cash dividend.

Excess Cash Dividend:
Any Ordinary Cash Dividend to the extent such Ordinary Cash Dividend, together with any other Ordinary Cash Dividend with an ex-dividend date in the same calendar quarter, exceeds the applicable Contractual Dividend.

Contractual Dividend:
USD 0.00 (subject to adjustment by the Calculation Agent in its sole discretion in accordance with Calculation Agent Adjustment to account for any Potential Adjustment Event or Extraordinary Event and subject to adjustment by the Calculation Agent in its sole discretion to account for any change to the timing and/or frequency of payment of the Issuer’s regular dividend).

6.          For purposes of all Transactions under the Master Confirmation, Section 4 of the Master Confirmation is hereby amended by replacing clause (d) with the following:

(d)          Counterparty shall have caused (i)(x) Cactus Holding Company III, LLC (“Cactus III”), as the sole member of Counterparty and (y) Jerry C. Moyes, Vickie Moyes and the JVM Trust (as defined below), as the sole members of Cactus III (“Members of Cactus III”), to deliver to CGMI, on or prior to the Trade Date, one or more guaranties in form and substance satisfactory to CGMI (as amended, modified, supplemented, replaced or restated, each a “Guaranty”) and (ii) each of Cactus III, each Member of Cactus III and the manager of Counterparty to deliver to CGMI, on the Trade Date, one or more letter agreements in form and substance satisfactory to CGMI (as amended, modified, supplemented, replaced or restated, each a “Letter Agreement”);
7.          For purposes of all Transactions under the Master Confirmation, Section 6 of the Master Confirmation is hereby amended by replacing clause (r) with the following:
(r)          Exhibit A to the Operating Agreement for Cactus Holding Company, LLC, an Alaska limited liability company, made and entered into effective as of December 27, 2010, as amended on May 18, 2016 (the “Operating Agreement”) by and between Counterparty and Cactus III, as the sole member, describes the membership and the percentage ownership of such member in Counterparty and is true, complete and accurate on the date hereof and any date any necessary action was taken to authorize the execution, delivery and performance of the Transaction (any such date, an “Authorization Date”).
4
8.          For purposes of all Transactions under the Master Confirmation, Section 6 of the Master Confirmation is hereby amended by replacing clause (u) with the following:
(u)          Counterparty will take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to any third Person (as defined in the Pledge Agreement) (including Cactus III’s and the Members of Cactus III’s creditors) that Counterparty is an entity with assets and liabilities distinct from those of Cactus III and the Members of Cactus III and that Counterparty is not identical with Cactus III or the Members of Cactus III or any other Person (as defined in the Pledge Agreement).  Without limiting the generality of the foregoing, Counterparty will (i) conduct its business in its own name and comply in all respects with the requirements and limitations of its corporate powers set forth in the Operating Agreement and all organizational formalities necessary to maintain its separate existence; (ii) not incur, create or assume any indebtedness other than its obligations under the Transactions or otherwise engage, directly or indirectly, in any activities other than those required under the Transactions or related to Counterparty’s performance of its obligations thereunder (for the avoidance of doubt, Counterparty shall not be considered to be indirectly involved in any activities by affiliates of Counterparty in which Counterparty has no interest and has no involvement as owner, participant, guarantor, pledgor or otherwise); provided that, notwithstanding anything in this Section 6(u)(ii) to the contrary, Counterparty may (x) engage in a financing transaction in which Counterparty acquires securities or cash to settle or terminate its obligations hereunder with CGMI’s prior written consent, which consent shall not be unreasonably withheld (it being understood that CGMI’s non-participation in the financing as lender, underwriter, or otherwise shall not be reasonable grounds for withholding such consent), (y) (1) accept Shares as distributions in respect of its equity interest in M Capital Group Investors, LLC (“M Capital”), (2) distribute such Shares to Cactus III or deliver such Shares to Cactus III as gifts, (3) accept additional Shares from Cactus III as equity contributions and make an equity contribution of such Shares to M Capital, in each case in accordance with the terms of the Operating Agreement and only to the extent that Counterparty does not incur, create or assume any indebtedness in connection therewith and such action is otherwise in compliance with applicable law, and (z) distribute proceeds received from this Transaction to Cactus III; (iii) continue to be validly existing as a limited liability company in good standing under the laws of Alaska; (iv) not, to the fullest extent permitted by law, take any action within its control to dissolve, liquidate, consolidate, merge, transfer ownership of its interests or sell substantially all its assets; (v) not commingle its funds and assets with those of Cactus III or any of the Members of Cactus III; (vi) not enter into any business transaction with Cactus III, any of the Members of Cactus III or the Issuer, except that Counterparty may (w) accept Shares as distributions in respect of its equity interest in M Capital, (x) distribute such Shares to Cactus III or deliver such Shares to Cactus III as gifts, (y) accept additional Shares from Cactus III as equity contributions and make an equity contribution of such Shares to M Capital, in each case in accordance with the terms of the Operating Agreement and only to the extent that Counterparty does not incur, create or assume any indebtedness in connection therewith and such action is otherwise in compliance with applicable law, and (z) distribute proceeds received from this Transaction to Cactus III; (vii) notify CGMI if any material amendment, alteration, or change is made to the Operating Agreement; (viii) correct any known misunderstanding regarding its separate identity; (ix) pay from its own assets all obligations of any kind incurred by Counterparty including the salaries of its own employees, agents and manager; (x) maintain financial statements and reports, corporate records, books of account, stationery, invoices and business forms separate from those of any other Person, Cactus III or any Member of Cactus III and (xi) file its own tax returns and perform tax reporting as may be required under applicable law.  Neither Counterparty, on the one hand, nor any of Cactus III or any Member of Cactus III, on the other hand, will (1) guarantee the debts or obligations of the other, (2) pledge, grant a security interest in, or lien upon, its assets for the benefit of the other or (3) be responsible, or hold itself out to be responsible, for the debts or obligations of the other or the decisions or actions respecting the daily business and affairs of the other, in each case other than (y) each Guaranty and (z) the performance of the JVM Trust’s role as manager of Counterparty.
5
9.          For purposes of all Transactions under the Master Confirmation, Section 9 of the Master Confirmation is hereby amended by replacing clause (a) with the following:
(a)          Credit Support Documents; Credit Support Providers.  Credit Support Document means, (i) in relation to Counterparty, the Pledge Agreement, each Guaranty and each Letter Agreement, and (ii) in relation to CGMI, none.  Credit Support Provider means, in relation to Counterparty, Cactus III, each Member of Cactus III and, in relation to CGMI, none.
10.          For purposes of all Transactions under the Master Confirmation, the Pledge Agreement is hereby amended by:
(a)          Replacing the definition of “Collateral Account” with the following:
“Collateral Account” means a securities account (as defined in Section 8-501 of the UCC) maintained in the name of the Pledgor by the Custodian with the account number 768-70618-1-7 or any successor or additional account or accounts (whether maintained by the Custodian or another financial institution) in or to which any Collateral is now or hereafter held or credited.
 (b)          References to “Class B Restrictions” and “Class B Shares” in the Pledge Agreement shall be deleted in each place they appear;
(c)          Replacing the definition of “Specified Dividend” with the following:
“Specified Dividend” means any Relevant Distribution (as defined in the Confirmation) (i) that is an Excess Cash Dividend (as defined in the Confirmation) and (ii) in respect of which the Pledgor has elected, in accordance with the terms of the Confirmation, to pay CGMI an amount equal to the amount of such Relevant Distribution in lieu of CGMI making the adjustments provided for in the Confirmation;
 (d)          Adding the following at the end of Section 3(k) in the Pledge Agreement:
If the Pledgor receives an Ordinary Cash Dividend and has not yet caused the Distribution to be delivered in accordance with Section 3(g), (A) CGMI shall, unless an Event of Default has occurred and is continuing or an Early Termination Date has been designated, direct the Pledgor that it may keep the portion of such Ordinary Cash Dividend that is not an Excess Cash Dividend and (B) Pledgor shall immediately deliver the remainder of such Ordinary Cash Dividend in accordance with Section 3(g).  If CGMI receives an Ordinary Cash Dividend in the Collateral Account, CGMI shall, unless an Event of Default has occurred and is continuing or an Early Termination Date has been designated, promptly deliver the portion of such Ordinary Cash Dividend that is not an Excess Cash Dividend to Pledgor and, upon such delivery, the Lien on such portion of such Ordinary Cash Dividend shall be released
; and
(e)          Adding the following at the end of Section 8(q) in the Pledge Agreement:
U.S. QFC Mandatory Contractual Requirements.  The parties hereby agree to incorporate by reference, mutatis mutandis, Section 8(k) (U.S. QFC Mandatory Contractual Requirements) of the Master Confirmation into this Agreement.

11.          For purposes of all Transactions under the Master Confirmation, Section 8 of the Master Confirmation is hereby amended by adding the following clause (k) at the end thereof:

(k)          U.S. QFC Mandatory Contractual Requirements.

(i)          Limitation on Exercise of Certain Default Rights Related to a CGMI Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything to the contrary in the Agreement or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 8(k)(ii), Counterparty shall not be permitted to exercise any Default Right against Party A with respect to the Agreement or any other Relevant Agreement that is related, directly or indirectly, to a CGMI Affiliate becoming subject to an Insolvency Proceeding.
 
6

(ii)          General Creditor Protections. Nothing in Section 8(k)(i) shall restrict the exercise by Counterparty of any Default Right against CGMI with respect to the Agreement or any other Relevant Agreement that arises as a result of:

(1)          CGMI becoming subject to an Insolvency Proceeding; or

(2)          CGMI not satisfying a payment or delivery obligation pursuant to (A) the Agreement or any other Relevant Agreement, or (B) another contract between CGMI and Counterparty that gives rise to a Default Right under the Agreement or any other Relevant Agreement.

(iii)          Burden of Proof. After a CGMI Affiliate has become subject to an Insolvency Proceeding, if Counterparty seeks to exercise any Default Right with respect to the Agreement or any other Relevant Agreement, Counterparty shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder or thereunder.

(iv)          General Conditions

(1)          Effective Date. The provisions set forth in Section 8(k) will come into effect on the later of the Applicable Compliance Date and the date of the Agreement.

(2)          Prior Adherence to the U.S. Protocol. If CGMI and Counterparty have adhered to the ISDA U.S. Protocol prior to the date of the Agreement, the terms of the ISDA U.S. Protocol shall be incorporated into and form a part of the Agreement and shall replace the terms of this Section 8(k). For purposes of incorporating the ISDA U.S. Protocol, CGMI shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party and the Agreement shall be deemed to be a Protocol Covered Agreement.

(3)          Subsequent Adherence to the U.S. Protocol. If, after the date of the Agreement, both CGMI and Counterparty shall have become adhering parties to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace this Section 8(k).

(v)          Definitions. For the purposes of this Section 8(k), the following definitions apply:

“Applicable Compliance Date” with respect to the Agreement shall be determined as follows: (a) if Counterparty is an entity subject to the requirements of the QFC Stay Rules, January 1, 2019, (b) if Counterparty is a Financial Counterparty (other than a Small Financial Institution) that is not an entity subject to the requirements of the QFC Stay Rules, July 1, 2019 and (c) if Counterparty is not described in clause (a) or (b), January 1, 2020.

“BHC Affiliate” has the same meaning as the term “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1813(w) and 12 U.S.C. 1841(k).

“CGMI Affiliate” means, with respect to CGMI, a BHC Affiliate of that party.
 
7

“Credit Enhancement” means, with respect to the Agreement or any other Relevant Agreement, any credit enhancement or other credit support arrangement in support of the obligations of CGMI or Counterparty hereunder or thereunder or with respect hereto or thereto, including any guarantee or collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

“Default Right” means, with respect to the Agreement (including any Transaction or Confirmation hereunder) or any other Relevant Agreement, any:
(i) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and
(ii) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure; but (iii) solely with respect to Section 8(k)(i) does not include any right under a contract that allows a party to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

 “Financial Counterparty” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

“ISDA U.S. Protocol” means the ISDA 2018 U.S. Resolution Stay Protocol, as published by ISDA on July 31, 2018.

 “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC Rule”), respectively. All references herein to the specific provisions of the Federal Reserve Rule, the FDICs Rule and the OCC Rule shall be construed, with respect to CGMI, to the particular QFC Stay Rule(s) applicable to it.

“Relevant Agreement” means the Agreement (including all Transactions and Confirmations hereunder) and any Credit Enhancement relating hereto or thereto.

“Small Financial Institution” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

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Counterparty hereby agrees (a) to check this Fifth Amended and Restated May 2016 Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Fifth Amended and Restated May 2016 Supplemental Confirmation relates by manually signing this Fifth Amended and Restated May 2016 Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.

Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
   
 
By:
/s/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
CACTUS HOLDING COMPANY, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
 
   
   
 
By:
/s/ Jerry C. Moyes  
 
Name: Jerry C. Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
By:
/s/ Vickie Moyes  
 
Name: Vickie Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
 
[Signature Page to Fifth Amended and Restated May 2016 Supplemental Confirmation for Cactus I Forward]
 
 
Back to Schedule 13D/A
Exhibit 99.13
 
AMENDED AND RESTATED FEBRUARY 2019 SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
Cactus Holding Company, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Amended and Restated February 2019 Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and Cactus Holding Company, LLC (“Counterparty”) on February 13, 2019 (the “Original Transaction”).  This Amended and Restated February 2019 Supplemental Confirmation, dated August 23, 2019 (the “Amended and Restated Supplemental Confirmation”), amends and restates in its entirety the February 2019 Supplemental Confirmation, dated February 13, 2019 (the “Original Supplemental Confirmation”), and is subject to the Master Confirmation specified below.  All references to the Original Supplemental Confirmation in the Master Confirmation or in other documentation between the parties shall be to this Amended and Restated February 2019 Supplemental Confirmation.  Each party repeats to the other party the representations and warranties set forth in the Master Confirmation or in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation).  This Amended and Restated February 2019 Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Amended and Restated February 2019 Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of October 30, 2015 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Amended and Restated February 2019 Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2.          The terms of the Transaction to which this Amended and Restated February 2019 Supplemental Confirmation relates are as follows:
Trade Date:
February 13, 2019
Amendment and Restatement Date:
August 23, 2019
Prepayment Amount:
As determined by the Calculation Agent taking into account, for the Original Transaction, the Reference Price, the Forward Floor Price and the Forward Cap Price.  Counterparty directs, and CGMI agrees to pay, the Prepayment Amount in accordance with the terms of the Repo Repurchase Termination and Irrevocable Instruction Letter Agreement.
Prepayment Date:
The “Extension Payment Date” as defined in the Repo Termination and Irrevocable Instruction Agreement.
Repo Termination and Irrevocable Instruction Agreement:
The Repo Termination and Irrevocable Instruction Agreement, dated on or about Trade Date, between Citibank, N.A., CGMI, Citigroup Global Markets Limited, represented by CGMI as its agent, Counterparty, M Capital Group Investors II, LLC, Cactus Holding Company II, LLC and the other parties signatory thereto.
 
Amendment and Restatement Reference Price
USD 34.00.  Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 42.00
Forward Cap Price:
USD 52.25
Final Disruption Date:
June 11, 2020
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares is set forth below:
Component Number
Scheduled Valuation Date
Number of Shares
1
May 26, 2020
1,110,334
2
May 27, 2020
1,110,334
3
May 28, 2020
1,110,335
2
Counterparty hereby agrees (a) to check this Amended and Restated February 2019 Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Amended and Restated February 2019 Supplemental Confirmation relates by manually signing this Amended and Restated February 2019 Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
   
 
By:
/s/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
CACTUS HOLDING COMPANY, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
 
   
   
 
By:
/s/ Jerry C. Moyes  
 
Name: Jerry C. Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
By:
/s/ Vickie Moyes  
 
Name: Vickie Moyes
 
 
Title: Co-Trustee of the Manager
 
   

 
 
[Signature Page to Amended and Restated February 2019 Supplemental Confirmation for Cactus I Forward]
 
 
Back to Schedule 13D/A

 
Exhibit 99.14
FIFTH AMENDED AND RESTATED TRANSACTION 1 SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
M Capital Group Investors II, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Fifth Amended and Restated Transaction 1 Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and M Capital Group Investors II, LLC (“Counterparty”) on February 13, 2019 (such date, the “Fourth Amendment and Restatement Date” and such transaction, the “Fourth Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 21, 2018 (such date, the “Third Amendment and Restatement Date” and such transaction, the “Third Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 16, 2017 (such date, the “Second Amendment and Restatement Date” and such transaction, the “Second Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 18, 2016 (such date, the “First Amendment and Restatement Date” and such transaction, the “First Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 18, 2016 (the “Original Transaction”).  This Fifth Amended and Restated Transaction 1 Supplemental Confirmation, dated August 23, 2019 (the “Fifth Amended and Restated Transaction 1 Supplemental Confirmation”) amends and restates in its entirety the Fourth Amended and Restated Transaction 1 Supplemental Confirmation, dated February 13, 2019 (the “Fourth Amended and Restated Transaction 1 Supplemental Confirmation”), and is subject to the Master Confirmation specified below.  All references to the Fourth Amended and Restated Transaction 1 Supplemental Confirmation, the Third Amended and Restated Transaction 1 Supplemental Confirmation, dated May 21, 2018 (the “Third Amended and Restated Transaction 1 Supplemental Confirmation”), the Second Amended and Restated Transaction 1 Supplemental Confirmation, dated November 16, 2017 (the “Second Amended and Restated Transaction 1 Supplemental Confirmation”), the First Amended and Restated Transaction 1 Supplemental Confirmation, dated November 18, 2016 (the “First Amended and Restated Transaction 1 Supplemental Confirmation”) or the Transaction 1 Supplemental Confirmation, dated May 18, 2016 (the “Original Transaction 1 Supplemental Confirmation”) in the Master Confirmation or in any other documentation between the parties shall be to this Fifth Amended and Restated Transaction 1 Supplemental Confirmation.  Each party repeats to the other party the representations and warranties set forth in the Master Confirmation or in the Agreement (as defined in the Master Confirmation) (as if the Fifth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation).  This Fifth Amended and Restated Transaction 1 Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Fifth Amended and Restated Transaction 1 Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 18, 2016 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Fifth Amended and Restated Transaction 1 Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2.          The terms of the Transaction to which this Fifth Amended and Restated Transaction 1 Supplemental Confirmation relates are as follows:
Trade Date:
May 18, 2016
Fifth Amendment and Restatement Date:
August 23, 2019
Prepayment Date:
May 19, 2016; provided that Counterparty authorizes and directs CGMI to pay the Prepayment Amount Counterparty is entitled to receive to Citibank, N.A. on Counterparty’s behalf.
Prepayment Amount:
USD 161,313,613.52
Initial Reference Price:
USD 14.7265
Counterparty Fourth Amendment Payment Amount:
As determined by the Calculation Agent taking into account, for the Fourth Amended and Restated Transaction, the Amendment and Restatement Reference Price, the Forward Floor Price and the Forward Cap Price.  Subject to the Repo Termination and Irrevocable Instruction Agreement, Counterparty agrees to pay CGMI the Counterparty Fourth Amendment Payment Amount on the Counterparty Fourth Amendment Payment Date.
Counterparty Fourth Amendment Payment Date:
The “Extension Payment Date” as defined in the Repo Termination and Irrevocable Instruction Agreement.
Repo Termination and Irrevocable Instruction Agreement:
The Repo Termination and Irrevocable Instruction Agreement, dated on or about the Fourth Amendment and Restatement Date, between Citibank, N.A., CGMI, Citigroup Global Markets Limited, represented by CGMI as its agent, Counterparty, Cactus Holding Company, LLC, Cactus Holding Company II, LLC and the other parties signatory thereto.
Fifth Amendment and Restatement Reference Price:
USD 34.00.  Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Transaction 1 Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 44.50
Forward Cap Price:
USD 56.50
Final Disruption Date:
April 24, 2020
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares (reflecting adjustments through the Fifth Amendment and Restatement Date) is set forth below:
Component Number
Scheduled Valuation Date
Number of Shares
1
March 13, 2020
442,584
2
March 16, 2020
442,584
3
March 17, 2020
442,584
4
March 18, 2020
442,584
5
March 19, 2020
442,584
6
March 20, 2020
442,584
7
March 23, 2020
442,584
8
March 24, 2020
442,584
9
March 25, 2020
442,585
10
March 26, 2020
442,585
11
March 27, 2020
442,585
12
March 30, 2020
442,585
13
March 31, 2020
442,585
14
April 1, 2020
442,585
15
April 2, 2020
442,585
16
April 3, 2020
442,585
17
April 6, 2020
442,585
18
April 7, 2020
442,585
19
April 8, 2020
442,585
20
April 9, 2020
442,585
 
2
3.          For purposes of all Transactions under the Master Confirmation, the definition of “Shares” and “Issuer” are hereby amended by replacing “Shares” in its entirety with the following:

Shares:
The Class A common stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”).

4.          For purposes of all Transactions under the Master Confirmation, the definition of “Settlement Price” is hereby amended by replacing it in its entirety with the following:

Settlement Price:
The volume-weighted average price per Share on the relevant Valuation Date, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “KNX US <equity> AQR_SEC <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Settlement Price shall be determined by the Calculation Agent in good faith and a commercially reasonable manner.

5.          For purposes of all Transactions under the Master Confirmation, the “Share Adjustments” provision is hereby amended by:

(a)          Replacing the “Dividend Adjustments” provision in its entirety with the following; and

Dividend Adjustments:
If at any time during the period from, but excluding, the Trade Date to, and including, a Valuation Date, an ex-dividend date for an Ordinary Cash Dividend to the extent it is an Excess Cash Dividend or for any dividend or distribution that is not an Ordinary Cash Dividend occurs with respect to the Shares (whether cash or non-cash and including any spin-off or other similar transaction) (a “Relevant Distribution”), then, except as provided in the next sentence, the Calculation Agent will adjust one or more of the Forward Floor Price, the Forward Cap Price, the Number of Shares or any other variable relevant to the valuation, settlement, payment or other terms of such Component to reflect the impact of such dividend or distribution on the theoretical value of such Component.  In the case of a Relevant Distribution that is an Excess Cash Dividend, Counterparty may elect, by written notice to CGMI no later than the fifth Scheduled Trading Day immediately preceding the ex-dividend date for such Relevant Distribution, that, in lieu of the adjustment provided in the preceding sentence, Counterparty shall pay CGMI, on the date such Relevant Distribution is paid by the Issuer, an amount equal to the amount of such Relevant Distribution multiplied by the aggregate Number of Shares underlying each Transaction on the relevant ex-dividend date.

(b)          Adding the following provisions immediately after the “Dividend Adjustments” provision;
 
3

Ordinary Cash Dividend:
Any cash dividend or distribution that the Calculation Agent determines is an ordinary, quarterly cash dividend.

Excess Cash Dividend:
Any Ordinary Cash Dividend to the extent such Ordinary Cash Dividend, together with any other Ordinary Cash Dividend with an ex-dividend date in the same calendar quarter, exceeds the applicable Contractual Dividend.

Contractual Dividend:
USD 0.00 (subject to adjustment by the Calculation Agent in its sole discretion in accordance with Calculation Agent Adjustment to account for any Potential Adjustment Event or Extraordinary Event and subject to adjustment by the Calculation Agent in its sole discretion to account for any change to the timing and/or frequency of payment of the Issuer’s regular dividend).

6.          For purposes of all Transactions under the Master Confirmation, Section 8(f)(ii) is hereby amended by replacing it in its entirety with the following:

Hire Act Protocols.  The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement solely for purposes of this Master Confirmation as if set forth in full herein.

7.          For purposes of all Transactions under the Master Confirmation, the Pledge Agreement is hereby amended by:

(a)          References to “Class B Restrictions” and “Class B Shares” in the Pledge Agreement shall be deleted in each place they appear;

(b)          Replacing the definition of “Specified Dividend” with the following:

“Specified Dividend” means any Relevant Distribution (as defined in the Confirmation) (i) that is an Excess Cash Dividend (as defined in the Confirmation) and (ii) in respect of which the Pledgor has elected, in accordance with the terms of the Confirmation, to pay CGMI an amount equal to the amount of such Relevant Distribution in lieu of CGMI making the adjustments provided for in the Confirmation;

(c)          Adding the following at the end of Section 3(k) in the Pledge Agreement:

If the Pledgor receives an Ordinary Cash Dividend and has not yet caused the Distribution to be delivered in accordance with Section 3(g), (A) CGMI shall, unless an Event of Default has occurred and is continuing or an Early Termination Date has been designated, direct the Pledgor that it may keep the portion of such Ordinary Cash Dividend that is not an Excess Cash Dividend and (B) Pledgor shall immediately deliver the remainder of such Ordinary Cash Dividend in accordance with Section 3(g).  If CGMI receives an Ordinary Cash Dividend in the Collateral Account, CGMI shall, unless an Event of Default has occurred and is continuing or an Early Termination Date has been designated, promptly deliver the portion of such Ordinary Cash Dividend that is not an Excess Cash Dividend to Pledgor and, upon such delivery, the Lien on such portion of such Ordinary Cash Dividend shall be released

; and

(d)          Adding the following at the end of Section 8(q) in the Pledge Agreement:

U.S. QFC Mandatory Contractual Requirements.  The parties hereby agree to incorporate by reference, mutatis mutandis, Section 8(k) (U.S. QFC Mandatory Contractual Requirements) of the Master Confirmation into this Agreement.
 
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8.          For purposes of all Transactions under the Master Confirmation, Section 8 of the Master Confirmation is hereby amended by adding the following clause (k) at the end thereof:

(k)          U.S. QFC Mandatory Contractual Requirements.

(i)          Limitation on Exercise of Certain Default Rights Related to a CGMI Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything to the contrary in the Agreement or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 8(k)(ii), Counterparty shall not be permitted to exercise any Default Right against Party A with respect to the Agreement or any other Relevant Agreement that is related, directly or indirectly, to a CGMI Affiliate becoming subject to an Insolvency Proceeding.

(ii)          General Creditor Protections. Nothing in Section 8(k)(i) shall restrict the exercise by Counterparty of any Default Right against CGMI with respect to the Agreement or any other Relevant Agreement that arises as a result of:

(1)          CGMI becoming subject to an Insolvency Proceeding; or

(2)          CGMI not satisfying a payment or delivery obligation pursuant to (A) the Agreement or any other Relevant Agreement, or (B) another contract between CGMI and Counterparty that gives rise to a Default Right under the Agreement or any other Relevant Agreement.

(iii)          Burden of Proof. After a CGMI Affiliate has become subject to an Insolvency Proceeding, if Counterparty seeks to exercise any Default Right with respect to the Agreement or any other Relevant Agreement, Counterparty shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder or thereunder.

(iv)          General Conditions

(1)          Effective Date. The provisions set forth in Section 8(k) will come into effect on the later of the Applicable Compliance Date and the date of the Agreement.

(2)          Prior Adherence to the U.S. Protocol. If CGMI and Counterparty have adhered to the ISDA U.S. Protocol prior to the date of the Agreement, the terms of the ISDA U.S. Protocol shall be incorporated into and form a part of the Agreement and shall replace the terms of this Section 8(k). For purposes of incorporating the ISDA U.S. Protocol, CGMI shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party and the Agreement shall be deemed to be a Protocol Covered Agreement.

(3)          Subsequent Adherence to the U.S. Protocol. If, after the date of the Agreement, both CGMI and Counterparty shall have become adhering parties to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace this Section 8(k).

(v)          Definitions. For the purposes of this Section 8(k), the following definitions apply:

“Applicable Compliance Date” with respect to the Agreement shall be determined as follows: (a) if Counterparty is an entity subject to the requirements of the QFC Stay Rules, January 1, 2019, (b) if Counterparty is a Financial Counterparty (other than a Small Financial Institution) that is not an entity subject to the requirements of the QFC Stay Rules, July 1, 2019 and (c) if Counterparty is not described in clause (a) or (b), January 1, 2020.
 
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“BHC Affiliate” has the same meaning as the term “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1813(w) and 12 U.S.C. 1841(k).

“CGMI Affiliate” means, with respect to CGMI, a BHC Affiliate of that party.

“Credit Enhancement” means, with respect to the Agreement or any other Relevant Agreement, any credit enhancement or other credit support arrangement in support of the obligations of CGMI or Counterparty hereunder or thereunder or with respect hereto or thereto, including any guarantee or collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

“Default Right” means, with respect to the Agreement (including any Transaction or Confirmation hereunder) or any other Relevant Agreement, any:
(i) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and
(ii) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure; but (iii) solely with respect to Section 8(k)(i) does not include any right under a contract that allows a party to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

 “Financial Counterparty” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

“ISDA U.S. Protocol” means the ISDA 2018 U.S. Resolution Stay Protocol, as published by ISDA on July 31, 2018.

 “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC Rule”), respectively. All references herein to the specific provisions of the Federal Reserve Rule, the FDICs Rule and the OCC Rule shall be construed, with respect to CGMI, to the particular QFC Stay Rule(s) applicable to it.

“Relevant Agreement” means the Agreement (including all Transactions and Confirmations hereunder) and any Credit Enhancement relating hereto or thereto.

“Small Financial Institution” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

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Counterparty hereby agrees (a) to check this Fifth Amended and Restated Transaction 1 Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Fifth Amended and Restated Transaction 1 Supplemental Confirmation relates by manually signing this Fifth Amended and Restated Transaction 1 Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
   
 
By:
/s/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
M CAPITAL GROUP INVESTORS II, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
 
   
   
 
By:
/s/ Jerry C. Moyes  
 
Name: Jerry C. Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
By:
/s/ Vickie Moyes  
 
Name: Vickie Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
[Signature Page to M Capital II CGMI Fifth Amended and Restated Transaction I Supplemental Confirmation]
 
Back to Schedule 13D/A

Exhibit 99.15
TRANSACTION 2 SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
M Capital Group Investors II, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Transaction 2 Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and M Capital Group Investors II, LLC (“Counterparty”) on the Trade Date specified below.  This Transaction 2 Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Transaction 2 Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 18, 2016 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Transaction 2 Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2.          The terms of the Transaction to which this Transaction 2 Supplemental Confirmation relates are as follows:
Trade Date:
August 23, 2019
Prepayment Date:
The Currency Business Day immediately following the Trade Date. Counterparty authorizes and directs CGMI to pay the Prepayment Amount Counterparty is entitled to receive to Citibank, N.A. on Counterparty’s behalf.
Prepayment Amount:
USD 313,966,000
Reference Price:
USD 34.00. Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Transaction 1 Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 42.50
Forward Cap Price:
USD 52.95
Final Disruption Date:
July 7, 2020
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares is set forth below:
Component Number
Scheduled Valuation Date
Number of Shares
1
May 26, 2020
493,200
2
May 27, 2020
493,200
3
May 28, 2020
493,200
4
May 29, 2020
493,200
 
 Component Number  Scheduled Valuation Date  Number of Shares
5
June 1, 2020
493,200
6
June 2, 2020
493,200
7
June 3, 2020
493,200
8
June 4, 2020
493,200
9
June 5, 2020
493,200
10
June 8, 2020
493,200
11
June 9, 2020
493,200
12
June 10, 2020
493,200
13
June 11, 2020
493,200
14
June 12, 2020
493,200
15
June 15, 2020
493,200
16
June 16, 2020
493,200
17
June 17, 2020
493,200
18
June 18, 2020
493,200
19
June 19, 2020
493,200
20
June 22, 2020
493,200


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Counterparty hereby agrees (a) to check this Transaction 2 Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Transaction 2 Supplemental Confirmation relates by manually signing this Transaction 2 Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
   
 
By:
/s/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
M CAPITAL GROUP INVESTORS II, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
 
   
   
 
By:
/s/ Jerry C. Moyes  
 
Name: Jerry C. Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
By:
/s/ Vickie Moyes  
 
Name: Vickie Moyes
 
 
Title: Co-Trustee of the Manager
 
   
 
[Signature Page to M Capital II CGMI Transaction 2 Supplemental Confirmation]
 
 
Back to Schedule 13D/A
Exhibit 99.16
TRIGGER PRICE AGREEMENT
This Trigger Price Agreement (this “Agreement”) is made and entered into as of August 23, 2019 between M Capital Group Investors II, LLC (“M Capital II”), Cactus Holding Company, LLC (“Cactus I”) and Citigroup Global Markets Inc. (“CGMI”).
RECITALS
WHEREAS, CGMI and M Capital II have entered into a master terms and conditions for prepaid variable share forward transactions, dated as of May 18, 2016 (as amended, modified or supplemented from time to time, the “M Capital II Master Confirmation”), the Fifth Amended and Restated Transaction 1 Supplemental Confirmation, dated August 23, 2019 (the “M Capital II Fifth A&R Transaction 1 Supplemental Confirmation”) and the Transaction 2 Supplemental Confirmation, dated August 23, 2019 (the “M Capital II Transaction 2 Supplemental Confirmation” and, together with the M Capital II Master Confirmation and the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation, the “M Capital II Confirmation”).  Each of the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation and the M Capital II Transaction 2 Supplemental Confirmation is governed by the M Capital II Master Confirmation.
WHEREAS, in connection with the M Capital II Master Confirmation, CGMI and M Capital II have entered into a Security Agreement, dated as of May 18, 2016 (the “M Capital II Security Agreement”) and M Capital II has pledged and granted to CGMI a security interest in Shares (as defined in the M Capital II Confirmation) equal to the aggregate Number of Shares under the M Capital II Confirmation (the “M Capital II Collateral Shares”) as collateral security for its obligations under the M Capital II Confirmation.
WHEREAS, CGMI and Cactus I have entered into a master terms and conditions for prepaid variable share forward transactions, dated as of October 30, 2015 (as amended, modified or supplemented from time to time, the “Cactus I Master Confirmation”), the Sixth Amended and Restated Supplemental Confirmation, dated August 23, 2019 (the “Cactus I Sixth A&R Supplemental Confirmation”), the Fifth Amended and Restated May 2016 Supplemental Confirmation, dated August 23, 2019 (the “Cactus I Fifth A&R May 2016 Supplemental Confirmation”) and the Amended and Restated February 2019 Supplemental Confirmation, dated August 23, 2019 (the “Cactus I A&R February 2019 Supplemental Confirmation” and, together with the Cactus I Master Confirmation, the Cactus I Sixth A&R Supplemental Confirmation and the Cactus I Fifth A&R May 2016 Supplemental Confirmation, the “Cactus I Confirmation”).  Each of the Cactus I Sixth A&R Supplemental Confirmation, the Cactus I Fifth A&R May 2016 Supplemental Confirmation and the Cactus I A&R February 2019 Supplemental Confirmation is governed by the Cactus I Master Confirmation.
WHEREAS, in connection with the Cactus I Master Confirmation, CGMI and Cactus I have entered into a Security Agreement, dated as of October 30, 2015 (the “Cactus I Security Agreement”) and Cactus I has pledged and granted to CGMI a security interest in Shares (as defined in the Cactus I Confirmation) equal to the aggregate Number of Shares under the Cactus I Confirmation (the “Cactus I Collateral Shares”) as collateral security for its obligations under the Cactus I Confirmation.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.            Reset Trigger Price Events.
(a)          The initial Reset Trigger Price is USD 36.75 and the initial Early Termination Trigger Price is USD 39.70.
(b)          If on any Scheduled Trading Day the Settlement Price (as defined in the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation) is equal to or greater than the then-current Reset Trigger Price but lower than the then-current Early Termination Trigger Price (such occurrence, the “Reset Trigger Price Event”), CGMI shall be entitled to require each of M Capital II and Cactus I to pay CGMI the cost to increase the then-current Early Termination Trigger Price by USD 1.00 (such cost, the “Trigger Price Reset Amount”).  CGMI may exercise such right under this clause (b) by delivering notice to each of M Capital II and Cactus I prior to 6:00 p.m. New York City time (which, for purposes of such notice and Section 12 of the Agreement, shall be deemed the close of business) on any day on or after the date the Reset Trigger Price Event occurred (the “Trigger Notice Date”), specifying the Trigger Price Reset Amounts for each of M Capital II and Cactus I, which amounts shall be determined by CGMI in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative Trigger Price Reset Amounts delivered by CGMI to M Capital II and Cactus I prior to the date hereof.
(c)          Following delivery by CGMI of such notice in clause (b) above, each of M Capital II and Cactus I shall provide notice to CGMI prior to 8:00 p.m. New York City time (which, for purposes of such notice and Section 12 of the Agreement, shall be deemed the close of business) on the Trigger Notice Date to confirm that it has the ability to pay, and will meet its obligation to pay, the Trigger Price Reset Amount to CGMI when due.  For the avoidance of doubt, each of M Capital II and Cactus I has the right to collectively request an increase of the then-current Early Termination Trigger Price by more than USD 1.00 pursuant to Section 3 below.
(d)          Each of M Capital II and Cactus I shall pay their respective Trigger Price Reset Amounts by 2:00 p.m. New York City time on the Scheduled Trading Day immediately following the Trigger Notice Date (the “Trigger Payment Deadline”), whether or not the Reset Trigger Price Event is continuing when such payment is required to be made.
(e)          Upon CGMI’s receipt from both M Capital II and Cactus I of the applicable Trigger Price Reset Amounts by the applicable Trigger Payment Deadline, each of the then-current Reset Trigger Price and the then-current Early Termination Trigger Price shall be deemed automatically increased by USD 1.00.
Section 2.            Trigger Price Termination Events.
(a)          Notwithstanding anything to the contrary in the M Capital II Confirmation or the Agreement (as defined in the M Capital II Master Confirmation) or the Cactus I Confirmation or the Agreement (as defined in the M Capital II Confirmation), if (i) CGMI does not receive the Trigger Price Reset Amounts with respect to each of M Capital II and Cactus I by the Trigger Payment Deadline, (ii) CGMI does not timely receive the notice from each of M Capital II and Cactus I pursuant to Section 1(c) above or (iii) if on any Scheduled Trading Day the Settlement Price (as defined in the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation) is equal to or greater than the then-current Early Termination Trigger Price (such occurrence of (i), (ii) or (iii), the “Trigger Price Termination Event”), (x) it shall constitute an immediate Event of Default (without regard to any otherwise applicable notice requirement or grace period) under each of the M Capital II Confirmation and Cactus I Confirmation with respect to M Capital II and Cactus I, respectively, (y) CGMI may elect that an Early Termination Date be deemed to have been designated (without regard to any otherwise applicable notice requirement or grace period) with respect to each such Event of Default on the date of such Trigger Price Termination Event and (z) upon such election, the Early Termination Amount payable by M Capital II and Cactus I, respectively, with respect to each of the M Capital II Confirmation and Cactus I Confirmation shall be equal to the sum of (A) the closing price of the Shares (as defined in the M Capital II Confirmation) on the date of such Trigger Price Termination Event (or, in the absence of a closing price, a price reasonably determined by CGMI), multiplied by the M Capital II Collateral Shares or the Cactus I Collateral Shares, as applicable and (B) the losses or costs incurred by CGMI in connection with terminating, liquidating or re-establishing any hedge related to the “Transactions” under the M Capital II or Cactus I Confirmation, as applicable, as determined by CGMI in a commercially reasonable manner.  For the avoidance of doubt, the parties agree and acknowledge that the occurrence of such Trigger Price Termination Event shall entitle CGMI to immediately exercise remedies available to it pursuant to the M Capital II Security Agreement and the Cactus I Security Agreement.
Section 3.            Voluntary Increase of Trigger Prices.
(a)          So long as a Trigger Price Termination Event has not occurred, M Capital II and Cactus I may at any time request an increase in the then-current Early Termination Trigger Price by at least USD 1.00 (and increments of USD 0.50 above USD 1.00) by paying the Voluntary Reset Amount (as defined below) to CGMI.  M Capital II and Cactus I may make such request under this clause (a) by delivering notice to CGMI specifying the requested Early Termination Trigger Price (the “Requested Early Termination Trigger Price”) prior to 4:00 p.m. New York City time (which, for purposes of such notice and Section 12 of the Agreement, shall be deemed the close of business) (the date such notice is delivered, the “Voluntary Reset Notice Date”). Upon receipt of such notice, CGMI shall determine in a commercially reasonable manner the cost to increase the then-current Early Termination Trigger Price to the Requested Early Termination Trigger Price (the “Voluntary Reset Amount”), and notify each of M Capital II and Cactus I of their respective Voluntary Reset Amounts prior to 7:00 p.m. New York City time (which, for purposes of such notice and Section 12 of the Agreement, shall be deemed the close of business).
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(b)          Following delivery by CGMI of such notice in clause (a) above, each of M Capital II and Cactus I shall notify CGMI prior to 8:00 p.m. New York City time (which, for purposes of such notice and Section 12 of the Agreement, shall be deemed the close of business) on the Voluntary Reset Notice Date that it agrees and has the ability to pay the Voluntary Reset Amount to CGMI when due.  Failure by M Capital II and Cactus I to timely provide such notice shall be deemed a withdrawal of the requested increase.
(c)          Following timely delivery of the notice pursuant to clause (b) above, (i) each of M Capital II and Cactus I shall pay their respective Voluntary Reset Amounts by 2:00 p.m. New York City time on the Scheduled Trading Day immediately following the Voluntary Reset Notice Date (the “Voluntary Reset Deadline”) and (ii) upon CGMI’s receipt of the Voluntary Reset Amount by the Voluntary Reset Deadline, the then-current Early Termination Trigger Price shall be deemed automatically increased to the Requested Early Termination Trigger Price, and the then-current Reset Trigger Price shall be deemed automatically increased in an equal increment.
(d)          The failure to pay such Voluntary Reset Amount by the Voluntary Reset Deadline shall, at CGMI’s election, be deemed to be a Trigger Price Termination Event under Section 2(a)(i) above.
Section 4.            Representations.  Each party represents to the other that:
(a)                    Status.  It is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing;
(b)                    Powers.  It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(c)                    No Violation or Conflict.  Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(d)                    Consents.  All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(e)                    Obligations Binding.  Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Section 5.            Miscellaneous.
(a)                    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter terms.  Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extension, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by such agreements or contractual instruments.
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(b)                    ALL ACTIONS, PROCEEDINGS OR COUNTERCLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK AND EACH PARTY AGREES THAT IT SHALL IN CONNECTION WITH ANY OF THE FOREGOING SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF, AND AGREES TO VENUE IN, SUCH COURT AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN.  EACH OF THE PARTIES HERETO ALSO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(c)                    If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
 
M CAPITAL GROUP INVESTORS II, LLC
   
 
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
   
 
By:
/s/ Jerry C. Moyes
   
Name:
Jerry C. Moyes
   
Title:
Co-Trustee of the Manager
   
 
By:
/s/ Vickie Moyes
   
Name:
Vickie Moyes
   
Title:
Co-Trustee of the Manager
   
 
CACTUS HOLDING COMPANY, LLC
   
 
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
     
 
By:
/s/ Jerry C. Moyes
   
Name:
Jerry C. Moyes
   
Title:
Co-Trustee of the Manager
     
 
By:
/s/ Vickie Moyes
   
Name:
Vickie Moyes
   
Title:
Co-Trustee of the Manager
     
 
CITIGROUP GLOBAL MARKETS INC.
     
 
By:
/s/ Herman Hirsch
   
Name:
Herman Hirsch
   
Title:
Authorized Signatory

 
[Signature Page to Trigger Price Agreement]
 
Back to Schedule 13D/A
Exhibit 99.17
RELEASE AND TERMINATION AGREEMENT
This Release and Termination Agreement (this “Agreement”) is made and entered into as of August 23, 2019 between M Capital Group Investors II, LLC (“M Capital II”), Cactus Holding Company, LLC (“Cactus I”), Citibank, N.A. (“Citibank”) and Citigroup Global Markets Inc. (“CGMI”).
RECITALS
WHEREAS, Citibank and M Capital II have entered into a master terms and conditions for prepaid variable share forward transactions, dated as of October 29, 2013 (as amended, modified or supplemented from time to time, the “Citibank Master Confirmation”) and the Seventh Amended and Restated Transaction 1 Supplemental Confirmation, dated as of February 13, 2019 (the “Seventh A&R Transaction 1 Supplemental Confirmation” and, together with the Citibank Master Confirmation, the “Citibank Confirmation”).  The Seventh A&R Transaction 1 Supplemental Confirmation is governed by the Citibank Master Confirmation.
WHEREAS, in connection with the Citibank Confirmation, Citibank and M Capital II have entered into a Security Agreement, dated as of October 29, 2013, as amended as of December 23, 2013 (the “Citibank Security Agreement”) and M Capital II has pledged and granted to Citibank a security interest in 9,864,000 shares of Class A common stock (“Class A Shares”) of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”) as collateral security for its obligations under the Citibank Confirmation, and CGMI is the Custodian (as defined in the Citibank Security Agreement) with respect to such Class A Shares.
WHEREAS, Citibank and M Capital II intend to terminate in full the Seventh A&R Transaction 1 Supplemental Confirmation, upon payment of the Citibank Termination Amount (as defined below).
WHEREAS, CGMI and M Capital II have entered into a master terms and conditions for prepaid variable share forward transactions, dated as of May 18, 2016 (as amended, modified or supplemented from time to time, the “CGMI Master Confirmation”), the Fifth Amended and Restated Transaction 1 Supplemental Confirmation, dated August 23, 2019 (the “Fifth A&R Transaction 1 CGMI Supplemental Confirmation”) and the Transaction 2 Supplemental Confirmation, dated August 23, 2019 (the “Transaction 2 CGMI Supplemental Confirmation” and, together with the CGMI Master Confirmation and the Fifth A&R Transaction 1 CGMI Supplemental Confirmation, the “CGMI Confirmation”).  Each of the Fifth A&R Transaction 1 CGMI Supplemental Confirmation and the Transaction 2 CGMI Supplemental Confirmation is governed by the CGMI Master Confirmation.
WHEREAS, in connection with the CGMI Master Confirmation, CGMI and M Capital II have entered into a Security Agreement, dated as of May 18, 2016 (the “CGMI Security Agreement”) and M Capital II has pledged and granted to CGMI a security interest in the Available Class A Shares (as defined below) of the Issuer as collateral security for its obligations under the CGMI Confirmation.
WHEREAS, CGMI, M Capital II and Cactus I have entered into a Trigger Price Agreement, dated August 23, 2019 (the “August 2019 Trigger Price Agreement”).
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.            Termination of Seventh A&R Transaction 1 Supplemental Confirmation.
(a)                    Citibank and M Capital II agree that the Seventh A&R Transaction 1 Supplemental Confirmation and the transactions thereunder are being terminated in full and the amount payable by M Capital II to Citibank in respect of such termination (the “Citibank Termination Amount”) is USD 332,568,000.
(b)                    The payment of the Citibank Termination Amount shall be caused as follows:  (x) M Capital II directs, and CGMI agrees to pay to Citibank the Prepayment Amount on the Prepayment Date (each as defined in the Transaction 2 CGMI Supplemental Confirmation) and (y) M Capital II and Cactus I each direct, and CGMI agrees to pay to Citibank USD 18,602,000 (the “August 2019 Trigger Price Agreement Payment”) on such Prepayment Date.
(i)          The parties acknowledge and agree that CGMI’s payment of (a) the Prepayment Amount (as defined in the Transaction 2 CGMI Supplemental Confirmation) to Citibank pursuant to clause (b)(x) shall be in full satisfaction of CGMI’s corresponding obligation to M Capital II under the Transaction 2 CGMI Supplemental Confirmation and (b) the August 2019 Trigger Price Agreement Payment to Citibank pursuant to clause (b)(y) shall be in full satisfaction of CGMI’s corresponding obligation to M Capital II and Cactus I under the August 2019 Trigger Price Agreement.
(ii)          M Capital II and Cactus I each acknowledges and agrees that USD 6,752,606 of the August 2019 Trigger Price Agreement Payment to Citibank pursuant to clause (b)(y) shall be deemed to be a distribution from Cactus I to Cactus Holding Company III, LLC (“Cactus III”), a distribution by Cactus III to each of Jerry C. Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust (each, a “Cactus III Member”) and an equity contribution by each Cactus III Member to M Capital II in exchange for Common Membership Interest B of M Capital II.
(c)                    Except with respect to the payment of the Citibank Termination Amount and release of the security interest as provided in this Agreement, neither Citibank nor M Capital II shall have any further obligations to the other in respect of the Seventh A&R Transaction 1 Supplemental Confirmation, and each of Citibank and M Capital II hereby irrevocably and unconditionally waives, releases and discharges any claim it may have against the other with respect to the Seventh A&R Transaction 1 Supplemental Confirmation, except any indemnities relating thereto.
Section 2.            Release of Security Interest.
(a)                    Upon Citibank’s receipt of the Citibank Termination Amount, Citibank’s security interest in 9,864,000 Class A Shares (“Available Class A Shares”), granted to it under the Citibank Security Agreement shall be automatically released, terminated and discharged.
(b)                    Immediately upon Citibank’s release of its security interest in the Available Class A Shares, as described in Section 2(a) hereof, CGMI shall hold the Available Class A Shares in the Collateral Account (as defined in the CGMI Security Agreement) for the benefit of CGMI under the CGMI Security Agreement.
Section 3.            Waiver Under Citibank Master Confirmation.  Citibank consents to, and waives any breach of covenant under, Section 6(u) of the Citibank Master Confirmation or Section 5(ii) of that certain Letter Agreement by and among Citibank, M Capital II, and the members of M Capital II dated October 29, 2013, resulting from M Capital II entering into the CGMI Confirmation.
Section 4.            Representations.  Each party represents to the other that:
(a)                    Status.  It is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing;
(b)                    Powers.  It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(c)                    No Violation or Conflict.  Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
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(d)                    Consents.  All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(e)                    Obligations Binding.  Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Section 5.            Miscellaneous.
(a)                    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter terms.  Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extension, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by such agreements or contractual instruments.
(b)                    ALL ACTIONS, PROCEEDINGS OR COUNTERCLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK AND EACH PARTY AGREES THAT IT SHALL IN CONNECTION WITH ANY OF THE FOREGOING SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF, AND AGREES TO VENUE IN, SUCH COURT AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN.  EACH OF THE PARTIES HERETO ALSO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(c)                    If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other.

[REMAINING SPACE INTENTIONALLY LEFT BLANK;
SIGNATURES TO FOLLOW ON NEXT PAGE]
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              IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
M CAPITAL GROUP INVESTORS II, LLC
   
 
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
   
 
By:
/s/ Jerry C. Moyes
   
Name:
Jerry C. Moyes
   
Title:
Co-Trustee of the Manager
   
 
By:
/s/ Vickie Moyes
   
Name:
Vickie Moyes
   
Title:
Co-Trustee of the Manager
   
 
CACTUS HOLDING COMPANY, LLC
   
 
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
     
 
By:
/s/ Jerry C. Moyes
   
Name:
Jerry C. Moyes
   
Title:
Co-Trustee of the Manager
     
 
By:
/s/ Vickie Moyes
   
Name:
Vickie Moyes
   
Title:
Co-Trustee of the Manager
     
 
CITIGROUP GLOBAL MARKETS INC.
     
 
By:
/s/ Herman Hirsch
   
Name:
Herman Hirsch
   
Title:
Authorized Signatory
       
  CITIBANK, N.A.
       
  By: /s/ Herman Hirsch
    Name: Herman Hirsch
    Title: Authorized Signatory
 
 
[Signature Page to Release and Termination Agreement]
 
 
Back to Schedule 13D/A