Exhibit 10.18 (Purchase and Sale Agreement)


    
      

    

     

    EXHIBIT
      10.18

     

    PURCHASE
      AND SALE AGREEMENT

     

    THIS
      PURCHASE AND SALE AGREEMENT (as amended from time to time, this “Agreement”)
      is
      entered into as of the 3rd day of April, 2006, by and between COVENANT
      TRANSPORT, INC.,
      a
      Tennessee corporation (“Seller”);
      and
CT
      CHATTANOOGA TN, LLC,
      a
      Delaware limited liability company (the “Buyer”).

    


    RECITALS

    


         A.     Seller
      holds title to the Property (as hereinafter defined).

        

    B.     Buyer
      desires to purchase the Property (as hereinafter defined) for the price defined
      herein, and lease the Property (as hereinafter defined) back to Seller, as
      tenant, and upon the terms hereinafter set forth.

    


    Now,
      therefore, in consideration of the mutual covenants herein contained and other
      good and valuable consideration, the parties, intending to be legally bound,
      agree as follows:

    


    1.     Sale
      of Property.
      Seller
      agrees to sell the property located in Tennessee identified on Exhibit
      A
      (the
“Property”)
      to
      Buyer, and Buyer agrees to purchase from Seller the Property, all on the terms
      and conditions set forth herein, including the following rights:

    


    (a)     Fee
      simple title in and to the parcel of real property (the land constituting such
      parcel being the “Land”),
      as
      more particularly described on Exhibit
      A
      attached
      hereto, together with all easements, rights-of-way, and privileges appurtenant
      thereto and all buildings and improvements situated thereon (collectively,
      the
“Improvements”
and
      such parcel, including the Land and Improvements shall be called the
“Parcel”);

    


    (b)     All
      right, title and interest of Seller in and to the lighting, electrical,
      mechanical, plumbing and heating, ventilation and air conditioning systems
      permanently affixed to and used in connection with the Land and the
      Improvements, including all elevators, pipings, conduits, ducts, partitions,
      boilers, compressors and furnaces, and all other fixtures (the “Fixtures”)
      attached or appurtenant to the Land in such a manner as to constitute real
      estate under applicable state law; and

    


    (c)     Seller’s
      copies of all original and supplemental surveys, structural and engineering
      reports, geo-technical reports, plans, specifications, operating manuals,
      warranties and guarantees covering the Improvements and the Fixtures that are
      currently in the possession of Seller, or its subsidiaries; and Seller’s right,
      title and interest in all such assignable agreements, and any assignable
      licenses or permits relating to the ownership or operation of the Property
      (except those required to be maintained by Seller or its subsidiary for the
      continued operations of its business at the Property).

    


    2.     Price.
      The
      purchase price to be paid by Buyer to Seller for the Property (the “Purchase
      Price”)
      shall
      be $30,000,000. Subject to the terms and conditions set forth in this Agreement,
      the Purchase Price, less any prorations to be credited to Buyer, plus any
      prorations to be credited to Seller, shall be paid in immediately available
      funds at Closing. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.     Seller’s
      Deliveries; Third Party Reports.
      Seller
      has provided to Buyer the materials listed on Schedule
      1
      attached
      to this Agreement (which, together with all other information and materials
      relating to the Parcel that is supplied to Buyer by Seller or any of its
      subsidiaries or at Seller’s expense, are hereinafter referred to as the
“Seller
      Information”).
      Seller has ordered a new owner’s title insurance commitment (the “Commitment”)
      in the
      name of Buyer from First American Title Insurance Company with respect to the
      Property and an updated ALTA as-built survey for the Parcel (the “New
      Survey”).
      If
      the transaction described in this Agreement is not consummated for any reason,
      Buyer shall deliver to Seller all Seller Information in Buyer’s possession.


    


    4.     Inspection
      Period.
      Buyer
      shall have until, but no later than, the Date of Closing, as defined below
      (the
“Inspection
      Period”)
      to
      conduct in regard to the Parcel such tests, feasibility studies, surveys,
      inspections and reviews of the due diligence materials provided by Seller as
      Buyer chooses to conduct, and to review title, survey and environmental matters.
      Buyer shall notify Seller in writing as to the date on which Closing will take
      place (the “Date
      of Closing”),
      which
      date shall be no later than April 3, 2006. In the event that Buyer disapproves
      of any matters affecting the Parcel in accordance with the terms hereof, and
      Seller does not commit to resolve the same to Buyer’s satisfaction, Buyer may
      terminate this Agreement by submitting written notice of termination to Seller
      on or before the Date of Closing. 

    


    5.     Closing.
      The
      closing of the sale of the Property (the “Closing”)
      shall
      be held, subject to the fulfillment of all conditions to Buyer’ obligations to
      close or waiver thereof by Buyer, on the Date of Closing. At Closing, Seller
      shall execute and deliver to First American Title Insurance Company,
6142
      Shallowford Road, Suite 104, Chattanooga, Tennessee 37421,
      Attn:  Kelly Komorowski (“Escrow
      Agent”)
      or to
      Buyer’ counsel, the following with respect to each Parcel:

    


    (a)     A
      warranty deed in customary form for the jurisdiction in which such Parcel is
      located conveying good and marketable fee simple title to the Land and the
      Improvements to Buyer, and, if the related Property includes any personal
      property, a bill of sale and assignment conveying good and marketable title
      to
      all such personal property, in each case free and clear of all liens, charges,
      encumbrances, easements, covenants and restrictions except for (i) unpaid taxes
      not yet due and payable, (ii) matters shown on the surveys provided to Buyer,
      unless Buyer has objected thereto as set forth in this Agreement, and (iii)
      matters of record, unless Buyer has objected thereto as set forth in this
      Agreement;

    


    (b)     copies
      of
      all surveys, plans, specifications, structural and engineering reports, manuals,
      warranties and guarantees described in paragraph
      1(c)
      to the
      extent in Seller’s, or Seller’s subsidiary’s, possession;

    


    (c)     A
      fully
      executed original counterpart of a lease substantially in the form attached
      hereto as Exhibit
      B
      (the
“Lease”)
      and a
      memorandum of lease in recordable form, and a lease guaranty in the form
      attached hereto as Exhibit
      C
      (the
“Lease
      Guaranty”),
      duly
      executed by Seller’s parent, Covenant Transport, Inc., a Nevada corporation (the
“Lease
      Guarantor”);


    
      
        
        

      

      
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    (d)     An
      affidavit stating that Seller is not a “foreign person” within the meaning of
      Section 1445(f)(3) of the Internal Revenue Code of 1986;

    


    (e)     Any
      customary affidavits reasonably required by the title insurance company to
      issue
      its title policy(ies) to Buyer;

    


    (f)     All
      other
      documents affecting title to and possession of the Property and necessary to
      transfer or assign the same to Buyer, free and clear of all liens, security
      interests, charges and encumbrances, except the Permitted Exceptions (as defined
      in Paragraph
      9);

    


    (g)     A
      copy of
      a resolution for Seller authorizing the sale and leaseback of the Property
      in
      accordance with the terms of this Agreement, and further authorizing the
      execution of all closing documents and the performance of all other acts
      necessary to close the sale and leaseback of the Property in accordance with
      the
      terms of this Agreement, and a copy of a resolution of Lease Guarantor
      authorizing the execution, delivery and performance of the Lease
      Guaranty;

    


    (h)     A
      secretary’s certificate relating to incumbency and organizational documents for
      Seller and Lease Guarantor;

    


    (i)     A
      copy of
      the certificate of occupancy or legal equivalent thereof for the
      Parcel;

    


    (j)     Insurance
      certificates as required under the Lease for the Parcel; 

    


    (k)     An
      opinion of counsel for Seller and Lease Guarantor covering such matters as
      Buyer
      may reasonably request; and 

    


    (l)     Other
      documents and certificates reasonably requested by Buyer.

    


    In
      addition, Buyer’s obligation hereunder to purchase the Property shall be
      conditioned on the receipt by Buyer of the following, each of which shall be
      in
      form and substance satisfactory to Buyer:

    


    (a)     An
      appraisal for the Parcel that meets the requirements of the Financial
      Institutions Reform, Recovery and Enforcement Act of 1989 and which shows that
      the fair market value of the Parcel is not less than the Purchase Price
      therefor, plus any transaction costs funded by Buyer; 

    


    (b)     A
      Phase I
      Environmental Assessment for the Parcel and, if recommended in such Phase I
      Environmental Assessment, a Phase II Environmental Assessment by an
      environmental services firm satisfactory to Buyer; and

    


    (c)     A
      property condition report for the Parcel conducted by an engineering firm
      satisfactory to Buyer.


    
      
        
        

      

      
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    At
      Closing, Buyer shall execute and/or deliver to Seller (i) an original of the
      Lease and the memorandum of Lease, (ii) a transfer tax declaration (or similar
      instruments as may be required by law), (iii) the Purchase Price for such
      Parcel, and (iv) any other document or instrument reasonably required by
      Seller.

    


    Seller
      shall pay 100% of the cost of all recordation, transfer and intangible taxes
      imposed on the warranty deed for the Property and the Lease and the cost of
      recording any title curative documents, including, without limitation,
      satisfactions of deeds to secure debt, mortgages and deeds of trust, and
      financing statement terminations. At Closing, Seller shall pay for (i) Buyer’s
      owner’s title insurance premium (including all endorsements requested by Buyer
      that are legally available in the related jurisdiction) for the policy issued
      pursuant to the Commitment, and title search costs, (ii) the cost of the New
      Survey, (iii) the cost of the environmental audits, the appraisal and the
      property condition report conducted on behalf of Buyer for the Parcel, (iv)
      all
      costs and fees of the Escrow Agent, and (v) Seller’s legal expenses. Buyer shall
      be responsible for its own legal expenses incurred in connection with the
      Closing. The Closing and delivery of all such documents shall take place as
      shall be mutually agreeable to the parties. Seller agrees to deliver possession
      of the Parcel to Buyer on the Date of Closing, subject only to rights of Seller,
      as tenant, under the Lease.

    


    6.     Lease.
      The
      Parcel shall be leased to Seller under a net lease in form substantially
      identical to that attached hereto as Exhibit
      B.

    


    7.     Termination.
      If
      Closing does not occur on or before the Date of Closing, time being of the
      essence, and (i) all of the conditions precedent to Buyer’ obligation to close
      set forth in this Agreement have been satisfied and (ii) Seller is not in breach
      of any of its obligations to Buyer contained in this Agreement, Seller may
      terminate this Agreement upon written notice to Buyer. 

    


    8.     Income
      and Expenses of the Property.
      Through
      the Date of Closing, Seller shall pay when due any payments of principal and
      interest secured by any liens or encumbrances on the Property. Seller shall
      be
      responsible for all expenses of the Property, and shall be entitled to all
      income from the Property, attributable to the period prior to Closing. Seller
      agrees that all expenses related to the Property or otherwise accrued for the
      period prior to the Date of Closing shall be paid in full by Seller when
      due.

    


    Seller
      shall indemnify, defend and hold Buyer harmless from and against any costs,
      expenses, penalties or damages, including reasonable attorneys’ fees, resulting
      from any failure by Seller to timely pay or cause to be paid any of the items
      described in this paragraph
      8
      that are
      attributable to the period on or before the Date of Closing.

    


    9.     Title
      Examination; Title Defects.
      The
      matters listed on Schedule
      2
      attached
      hereto are “Permitted
      Exceptions.”
From
      the date of this Agreement (the “Effective
      Date”)
      Seller
      shall not consent to, or permit to exist, any encumbrances, easements or other
      restrictions to be placed on or granted with respect to the Parcel, other than
      any matters consented to by Buyer in writing and the Permitted Exceptions,
      without the prior written consent of Buyer (such encumbrances prohibited hereby
      being “Seller
      Encumbrances”).
      


    
      
        
        

      

      
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    The
      title
      exceptions set forth in the Commitment for the Parcel shall reflect only the
      Permitted Exceptions and any title matters consented to in writing by Buyer.
      The
      Commitment shall include such endorsements as may be reasonably requested by
      Buyer and that are available in the applicable jurisdiction. Seller shall have
      obtained the commitment of the title company to insure the so-called “gap
      period” at Closing. Seller shall be responsible for satisfying all the
      requirements of the Commitment on or before the Date of Closing.

    


    At
      any
      time before Closing, Buyer may notify Seller of any Seller Encumbrance or other
      additional title matter affecting the Parcel that Buyer is purchasing that
      is
      not a Permitted Exception or any matter shown on the survey of the Parcel,
      in
      each case that is not acceptable to Buyer (such being a "Title
      Defect").
      Seller
      shall have up to ten (10) business days after receipt of such notice to cure
      such Title Defect or to provide evidence reasonably satisfactory to Buyer that
      such Title Defect will be cured or "insured over" at Closing, or to provide
      notice to Buyer that Seller will not cure such Title Defect. If requested by
      Seller, the Closing shall be extended for up to ten (10) business days in order
      to permit Seller sufficient time to remove such Title Defect. If Seller fails
      or
      refuses to cure such Title Defect or to provide such evidence within the cure
      period described above, then Buyer may terminate this Agreement upon written
      notice to Seller of its election to so terminate. 

    


    10.     Environmental
      Defects; Property Condition Defects.
      In the
      event that Buyer discovers any contamination or pollution on the Parcel or
      any
      violation of any environmental law, or any noncompliance by Seller or its
      affiliates with any recommendations set out in the environmental audits
      conducted on behalf of Buyer by an environmental firm selected by Buyer (the
      “Environmental
      Reports”),
      or
      any other condition or circumstance not acceptable to Buyer with respect to
      the
      environmental condition of the Parcel (each such defect or item of noncompliance
      being an "Environmental
      Defect"),
      then
      Buyer may terminate this Agreement upon written notice to Seller of its election
      to so terminate. In the event that Buyer discovers any deferred maintenance
      or
      other unsatisfactory condition with respect to the Parcel (each such item,
      a
“Condition
      Defect”),
      Buyer
      may notify Seller thereof and Seller shall have up to ten (10) business days
      after receipt of such notice to cure such Condition Defect or to provide
      evidence reasonably satisfactory to Buyer that such Condition Defect will be
      cured in a time frame and in a manner reasonably satisfactory to Buyer, or
      to
      provide notice to Buyer that Seller will not cure such Condition Defect. If
      requested by Seller, the Closing shall be extended for up to ten (10) business
      days in order to permit Seller sufficient time to cure such Condition Defect.
      If
      Seller fails or refuses to cure such Condition Defect or to provide such
      evidence within the cure period described above, then Buyer may terminate this
      Agreement upon written notice to Seller of its election to so terminate.


    


    11.     Inspections.
      Buyer
      and its representatives shall have the right from and after the Effective Date
      to enter upon the Property during Seller’s normal business hours for the purpose
      of conducting such inspections, tests and investigations of the Property as
      it
      may desire. Notwithstanding the foregoing, Buyer (a) shall not unreasonably
      interfere with, interrupt or disrupt the operation of Seller’s business on the
      Property, (b) shall not cause any construction, mechanic’s or materialman’s
      liens or other liens to attach to the Property or any portion thereof by reason
      of the performance of any work or the purchase of any materials by Buyer or
      any
      other party in connection with the studies or tests conducted on the Property,
      (c) shall give Seller not less than 24 hours notice prior to entry onto the
      Property by Buyer (unless such notice is waived by Seller) or any other
      party directed by Buyer and shall
      permit Seller to have a representative present during all investigations and
      inspections conducted with respect to the Property, and (d) shall take all
      reasonable actions to ensure that all actions taken in connection with the
      investigations and inspections of the Property, and all equipment, materials
      and
      substances generated, used or brought onto the Property pose no threat to the
      safety of persons or the environment and cause no material damage to the
      Property, Seller or other persons. Buyer agrees to indemnify and hold Seller
      harmless from and against any liens, claims, actions, charges, damages, expenses
      (including, without limitation, reasonable attorneys’ fees and court costs) and
      liabilities incurred through, and agrees to make any repairs to the Property
      arising out of damage resulting from (and Seller agrees to provide Buyer and
      its
      agent, contractors and representative access to the Property to make such
      repairs), the exercise by Buyer and its agents, contractors, or representatives,
      of the privilege granted in this paragraph, except to the extent attributable
      to
      Seller’s, or Seller’s affiliate’s, gross negligence or willful misconduct.
      Seller agrees to promptly notify Buyer of any such claim or potential claim,
      and
      agrees that Buyer shall have the right to control the defense of any such claim.
      The obligations under this paragraph
      11
      shall
      survive termination of this Agreement.


    
      
        
        

      

      
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    12.     Broker’s/Advisor’s
      Fees.
      Seller
      represents and warrants to Buyer, and Buyer represents and warrants to Seller,
      that no brokers' or real estate commissions or similar fees will be due as
      a
      result of Seller’s or Buyer’s, as the case may be, retention of, or obligation
      to, any broker or agent in connection with Closing the sale of the Property.
      Each party agrees to indemnify the other against any cost and expense (including
      reasonable attorneys' fees) incurred by the other as a result of the
      untruthfulness or inaccuracy of the foregoing representation.

    


    13.     Representations,
      Warranties by Seller.
      Seller
      represents to Buyer that: 

    


    (a)     Seller
      has all requisite power and authority to execute this Agreement, the Lease,
      the
      Closing Documents listed in paragraph
      5
      and all
      other documents required to be delivered by Seller, and to assume and perform
      all of its obligations under this Agreement, the Lease and such Closing
      Documents. The execution of this Agreement and the Lease by Seller, and the
      performance by Seller of its obligations hereunder and thereunder, do not
      require the consent of any third party, including any governmental
      authority.

    


    (b)     The
      execution and delivery of this Agreement and the Lease, and the performance
      by
      Seller of its obligations hereunder and thereunder, have been duly authorized
      by
      such corporate action as may be required, and the execution and delivery of
      this
      Agreement and the Lease, and the sale and leaseback of the Property do not
      and
      will not violate, or create a lien pursuant to, the organizational documents
      of
      Seller, any judgment, order, agreement, indenture or contract to which Seller
      is
      a party, or any law, ordinance, rule or regulation applicable to Seller, or
      by
      which Seller is bound. Upon execution by Seller, this Agreement, the Lease
      and
      the other documents and agreements to be executed by Seller in connection with
      the transactions contemplated by this Agreement, shall constitute the legal,
      valid and binding obligations of Seller, enforceable against Seller in
      accordance with their respective terms, subject to general equitable principles
      and to applicable bankruptcy, insolvency, reorganization and similar laws
      affecting the enforcement of creditors’ rights generally.

     

    (c)     Seller
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of Tennessee. Seller has full power and authority to own, sell and lease
      the Property and enter into this Agreement and the Lease.


    
      
        
        

      

      
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    (d)     There
      will be no leasing commissions payable with respect to the Lease. 

    


    (e)     There
      shall be no service, maintenance, property management, leasing or other
      contracts affecting the Property in existence as of the Date of Closing to
      which
      either Buyer or the Property shall be bound or be subject after the Closing,
      except for those that have been disclosed in writing by Seller to Buyer and
      (i)
      which will be the obligations of Seller, as tenant under the Lease (and not
      obligations of Buyer), and (ii) which are terminable by Buyer without penalty
      or
      cost on no more than thirty (30) days’ notice. Neither Seller nor the Property
      is subject to any obligation or agreement, including any right of first refusal,
      which could prevent Seller from completing the sale of the Property to Buyer
      under this Agreement. 

    


    (f)     There
      is
      no action, suit, proceeding, litigation, administrative agency action,
      condemnation proceeding or proceeding of any kind pending or, to Seller’s
      knowledge, threatened against Seller affecting or questioning Seller’s title to,
      right to sell or use, maintenance or operation of the Property, including any
      requests for public dedication, nor does Seller know of any basis for any such
      action. Seller has received no written notice from any governmental agency
      of
      any violation by Seller of any law, rule or regulation with respect to Seller’s
      ownership, use, occupancy maintenance or operation of the Property.

    


    (g)     To
      Seller’s knowledge, (1) the Property does not contain any “Hazardous Materials”
(as defined below) in violation of any applicable “Environmental Laws” (as
      defined below), (2) the Property is not subject to federal, state or local
      regulations or liability because of the presence of stored, leaked, spilled
      or
      disposed petroleum products, waste materials or debris, underground storage
      tanks, “PCBs” or PCB items (as defined in 40 C.F.R. §761.3), “asbestos” (as
      defined in 40 C.F.R. §763.63), or the past or present accumulation, treatment,
      storage, disposal, spillage or leakage of any Hazardous Materials; (3) no
      portion of the Land has been used for the disposal of Hazardous Materials nor
      have any wetlands or tidal waters, as those terms are defined in 33 C.F.R.
      §328.3 been filled in violation of any Environmental Laws; and (4) no Hazardous
      Materials have been generated, treated, stored, recycled, transported, released,
      discharged, emitted, disposed of or otherwise handled at, on or under the
      Property except in de minimis quantities stored, used and disposed of in
      accordance with applicable Environmental Laws. Seller further represents to
      Buyer that the Property shall be maintained in the condition represented above
      through the Date of Closing. As used in this paragraph
      14(g),
      the
      term “Hazardous
      Materials”
shall
      mean any contaminant, oil, petroleum or petroleum by-product, asbestos or
      asbestos-related products, hazardous wastes, hazardous substances, hazardous
      materials, toxic substances, hazardous air pollutants or toxic pollutants,
      as
      those terms are defined in Environmental Laws; the term “Environmental
      Laws”
shall
      mean the Resource Conservation and Recovery Act (42 U.S.C.A. §§6901 et
      seq.),
      the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980
      (42
      U.S.C.A. §§9601 et
      seq.),
      the
      Hazardous Materials Transportation Act (42 U.S.C.A. §§1801 et
      seq.),
      the
      Toxic Substances Control Act (15 U.S.C.A. §§2601 et
      seq.),
      the
      Clean Air Act (42 U.S.C.A. §§7401 et
      seq.),
      and
      the Clean Water Act (33 U.S.C.A. §§1251 et
      seq.),
      any
      amendments thereto, and any regulations promulgated pursuant thereto, and any
      other federal, state or local laws dealing with the environment, health or
      safety related to the environment or any other state or local law, regulation
      or
      ordinance relating to the foregoing matters. 


    
      
        
        

      

      
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    (h)     All
      buildings and improvements on the Land constituting a portion of the Property
      fully conform with all applicable zoning ordinances and regulations (as modified
      by any “special exceptions” or “special use permits” or the like), building,
      health, fire and safety codes and restrictions and other laws, ordinances,
      rules
      and regulations except to a de minimis extent not materially and adversely
      affecting the use, occupancy, maintenance, ownership, marketability, operation,
      value or mortgageability of the Property, and are located entirely within the
      boundaries of the Land. 

    


    (i)     No
      assessments or charges for any public improvements have been made against the
      Property which remain unpaid, except as may be shown in the title commitment
      for
      the Property, and Seller has no knowledge of any plans for improvements which
      might give rise to a special assessment.

    


    Seller
      hereby agrees that the truthfulness of each of the foregoing representations
      is
      a condition precedent to the performance by Buyer of its obligations under
      this
      Agreement. Upon the material breach by Seller of any representation made in
      this
      Agreement or the failure to occur of any condition to Buyer’s obligation to
      Close, and if Seller has failed to cure such breach or condition within ten
      (10)
      business days of receipt of written notice of such breach or condition from
      Buyer, Buyer may, at its option prior to the Date of Closing, terminate this
      Agreement.

    


    15.     Representations,
      Warranties by Buyer.
      Buyer
      represents to Seller that Buyer has all requisite power and authority to execute
      this Agreement and the Lease, that the execution and delivery of this Agreement
      and the Lease, and the performance by Buyer of its obligations hereunder and
      thereunder have been duly authorized by such action as may be required, that
      no
      further action or approval is required in order to constitute this Agreement
      as
      a binding and enforceable obligation of Buyer, and that Buyer is a limited
      liability company duly organized, validly existing and in good standing under
      the laws of the State of Delaware. 

    


    16.     Defaults.
      Upon
      the breach by Seller of any of the representations contained in this Agreement,
      or the default by Seller in the performance of any other obligation of Seller
      set forth in this Agreement, and, in each case, Seller has failed to cure such
      breach or default within ten (10) business days after written notice from Buyer,
      Buyer may exercise all remedies available to it, including any or all of the
      following: (a) Buyer may terminate this Agreement by delivery of written notice
      to Seller; and (b) Buyer may institute proceedings in any court of competent
      jurisdiction to specifically enforce the performance by Seller of the terms
      of
      this Agreement. In addition, Seller shall be responsible for the payment of,
      or
      reimbursement of Buyer for, all reasonable costs and expenses incurred by Buyer
      in connection with the transaction contemplated by this Agreement, including
      all
      reasonable legal fees and expenses, and all costs for the New Survey, the
      environmental audits of the Parcel, the appraisal and the property condition
      report for the Parcel.

    


    If
      Buyer
      defaults in the performance of any of its obligations under this Agreement,
      Seller shall be entitled to receive and retain from Buyer copies of all surveys,
      inspections, evaluations and other reports on the Property prepared by or for
      Buyer and neither party shall have any other claim against the other.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    17.     Damage,
      Destruction and Eminent Domain.

    


    (a)     If,
      prior
      to the Date of Closing, the Parcel or any part thereof is damaged or destroyed
      by fire, the elements or any other destructive force or cause to the extent
      that
      repairing such damage or destruction is reasonably estimated to cost Two Hundred
      Fifty Thousand and 00/100 Dollars ($250,000.00) or more, then, within a
      reasonable time of any such damage or destruction, Seller shall give a written
      notice to Buyer specifying the insurance carrier's estimate of the amount of
      insurance payable as the result of such damage or destruction. Within ten (10)
      business days after Buyer has received the written notice described in the
      preceding sentence, Buyer may elect to terminate this Agreement by delivery
      of
      written notice to Seller. If Buyer elects to consummate the purchase despite
      the
      damage or destruction, or if any lesser damage or destruction has occurred,
      there shall be no reduction in or abatement of the Purchase Price, and the
      parties shall treat such casualty damage as having occurred during the term
      of
      the Lease.

    


    (b)     If,
      prior
      to the Date of Closing any judicial, administrative, or other condemnation
      proceedings are instituted or threatened in which a taking of the Parcel is
      proposed that exceeds Two Hundred Fifty Thousand and 00/100 Dollars
      ($250,000.00) in
      value,
      including any consequential damages to the Parcel, then within a reasonable
      time
      of receipt by it or notice of the institution of any judicial, administrative,
      or other condemnation proceedings involving the Parcel, Seller shall give a
      written notice to Buyer. Within ten (10) business days after Buyer has received
      the written notice described in the preceding sentence, Buyer may elect to
      terminate this Agreement, by delivery of written notice to Seller. If Buyer
      elects to consummate the purchase despite the institution of condemnation
      proceedings, or if it appears that the value of the proposed taking, including
      any consequential damages to the Property, shall total less than Two Hundred
      Fifty Thousand and 00/100 Dollars ($250,000.00), there
      shall be no reduction in or abatement of the Purchase Price, and the parties
      shall treat such condemnation as having occurred during the term of the
      Lease.

    


    18.     Assignment.
      Buyer
      may not assign this Agreement without prior written consent of Seller, except
      that Buyer may assign this Agreement to SunTrust Equity Funding, LLC, or a
      wholly owned subsidiary of, or other entity controlled by, SunTrust Equity
      Funding, LLC. 

    


    19.     Notices.
      Any
      notice, demand, communication or election required or permitted to be given
      or
      served upon either party shall be deemed given or served in accordance with
      the
      provisions of this Agreement, if the notice or election is delivered by (i)
      facsimile which shall be deemed received if a confirmation is received by the
      sender during normal business hours, (otherwise deemed to be received during
      the
      next business day), (ii) overnight air courier, or (iii) personal delivery
      to or
      by mailing the notice or election in a sealed wrapper by United States
      registered or certified mail, return receipt requested, postage prepaid,
      properly addressed as follows:

    


    
      	 	
              If
                to Buyer:

            	
              c/o
                SunTrust Equity Funding, LLC

            	 
	 	 	
              303
                Peachtree Street, 24th
                Floor

            	 
	 	 	
              Mail
                Code 3951

            	 
	 	 	
              Atlanta,
                GA 30308

            	 
	 	 	
              Attention:
                Allison McLeod

            	 
	 	 	
              Facsimile:
                404-230-1344

            	 


    

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    
      	 	
              With
                a copy to:

            	
              Greenberg
                Traurig, LLP

            	 
	 	 	
              77
                West Wacker Drive, Suite 2500

            	 
	 	 	
              Chicago,
                IL 60601

            	 
	 	 	
              Attention:
                Julia Sarron

            	 
	 	 	
              Facsimile:
                312-899-0396

            	 
	 	 	 	 
	 	
              If
                to Seller:

            	
              Covenant
                Transport, Inc.

            	 
	 	 	
              400
                Birmingham Highway

            	 
	 	 	
              Chattanooga,
                TN 37419

            	 
	 	 	
              Attention:
                Joey B. Hogan

            	 
	 	 	
              Facsimile:
                423-821-5442

            	 
	 	 	 	 
	 	
              With
                a copy to:

            	
              Scudder
                Law Firm, P.C., L.L.O.

            	 
	 	 	
              411
                S. 13th
                Street

            	 
	 	 	
              Lincoln,
                NE 68508

            	 
	 	 	
              Attention:
                Mark Scudder

            	 
	 	 	
              Facsimile:
                402-435-4239

            	 


    

    


    Each
      such
      mailed notice or communication shall be deemed to have been given to or served
      upon the party to which addressed within three business days after the date
      the
      notice is deposited in the United States registered or certified mail, return
      receipt requested, postage prepaid, properly addressed in the manner provided
      above. Each such delivered notice or communication shall be deemed to have
      been
      given to or served upon the party to whom delivered, upon the delivery thereof
      in the manner provided above. Either party may change its address for the
      service of notice by delivering written notice of the change to the other party,
      in the manner provided above at least five (5) business days prior to the
      effective date of the change.

    


    20.     Time
      of the Essence.
      Time
      shall be of the essence in the performance of all obligations under this
      Agreement. If the time period by which any right, option or election provided
      under this Agreement must be exercised, or by which any act required under
      this
      Agreement must be performed, or by which Closing must be held, expires on a
      Saturday, Sunday or a holiday, then such time period shall be automatically
      extended to the next business day, except as otherwise provided
      herein.

    


    21.     Captions.
      The
      paragraph headings or captions appearing in this Agreement are for convenience
      only, are not a part of this Agreement and are not to be considered in
      interpreting this Agreement.

    


    22.     Entire
      Agreement, Modification.
      This
      Agreement and its Exhibits constitute the entire and complete agreement between
      the parties and supersedes any prior oral or written agreements between the
      parties with respect to the Property. It is expressly agreed that there are
      no
      verbal understandings or agreements which in any way change the terms, covenants
      and conditions set forth in this Agreement, and that no modification of this
      Agreement and no waiver of any of its terms and conditions shall be effective
      unless it is made in writing and duly executed by both parties
      hereto.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    23.     Binding
      Effect.
      All
      covenants, agreements and provisions of this Agreement shall be binding upon
      and
      inure to the benefit of the parties and their respective successors and
      permitted assigns.

    


    24.     Controlling
      Law.
      This
      Agreement has been made and entered into under the laws of the State of
      Tennessee, and those laws shall control the interpretation of this Agreement.
      

    


    25.     Counterpart
      and Facsimile.
      This
      Agreement may be executed and delivered with the exchange by facsimile or
      overnight air courier of separate signature pages.

    


    26.     Waiver
      of Jury Trial.
      SELLER
      AND BUYER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL UNDER THE LAWS
      OF
      THE STATE OF TENNESSEE OR OTHERWISE OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
      OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED
      DOCUMENTS, ANY DEALINGS AMONG BUYER OR SELLER RELATING TO THE SUBJECT MATTER
      OF
      THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS,
      AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG BUYER AND SELLER. THE
      SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
      THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
      TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
      CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS,
      OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        
          


          


        

      

    



    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of the day and
      year
      first above written.

    


    
      	 	
              SELLER:

            
	 	 
	 	
              COVENANT
                TRANSPORT, INC., a
                Tennessee corporation

            
	 	 
	 	
              By:

            	    
/s/
              Joey B. Hogan
	 	
              Name:

            	         
Joey
              B.
              Hogan
	 	
              Title:

            	         
              EVP/CFO


    

    


     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              BUYER:

            
	 	 
	 	
              CT
                CHATTANOOGA TN, LLC,
                a
                Delaware limited liability company

            
	 	 
	 	
              By:

            	
              SunTrust
                Equity Funding, LLC, its manager

            
	 	 	 
	 	
              By:

            	 
/s/
              R. Todd Shutley
	 	
              Name:

            	
                 
                R. Todd Shutley

            
	 	
              Title:

            	
                
                Senior Vice President and Manager

            


    

    


    Back
      to Form 8-K

    
      
        
        

      

      
        S-2