Exhibit 10.27 (Amendment and Joinder Agreement to Receivables Purchase Agreement)


    
      

    

    Exhibit
      10.27

    


    AMENDMENT

    AND

    JOINDER
      AGREEMENT TO

    RECEIVABLES
      PURCHASE AGREEMENT

    


    THIS
      AMENDMENT AND JOINDER AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as
      of
      October 20, 2006 (this “Amendment
      and Joinder Agreement”),
      is by
      and among COVENANT
      TRANSPORT, INC. (“Covenant
      Tennessee”),
      SOUTHERN REFRIGERATED TRANSPORT, INC. (“Southern
      Refrigerated”
      and,
      together with Covenant Tennessee,
      the
      “Original
      Originators”
and
      each, an “Original
      Originator”),
      CVTI
      RECEIVABLES CORP (the “Purchaser”),
      COVENANT TRANSPORT SOLUTIONS, INC. (“Transport
      Solutions”)
      and
      STAR TRANSPORTATION, INC. (“Star
      Transport”
and,
      together with Transport Solutions,
      the
      “New
      Originators”
and
      each, a “New
      Originator”,
      and
      together with the Original Originators, the “Originators”
and
      each, an “Originator”).
      Capitalized terms not otherwise defined herein shall have the meanings given
      to
      such terms in the Original Agreement, as defined below.

    


    WHEREAS,
      the Original Originators and the Purchaser entered into that certain Receivables
      Purchase Agreement, dated as of December 12, 2000, as amended, restated,
      supplemented or otherwise modified to the date hereof (the “Original
      Agreement”
and,
      together and as amended by this Amendment and Joinder Agreement, the
“Agreement”);
      and

    


    WHEREAS,
      the Original Originators and the Purchaser desire to add the New Originators
      as
      Originators under the Original Agreement;

    


    WHEREAS,
      the Original Originators and the Purchaser have requested the Lender and the
      Administrator to consent to the addition of the New Originators as Originators
      under the Original Agreement;

    


    WHEREAS,
      the Lender and the Administrator have agreed to consent to the addition of
      the
      New Originators as Originators under the Original Agreement;

    


    NOW
      THEREFORE, in consideration of the premises and the other mutual covenants
      contained herein, the parties hereto agree as follows:

    


    Section
      1.   Amendments.
      

    


    (a)   Section
      1.1 of the Original Agreement is amended by adding the following defined terms
      in alphabetical order:

    


    Non-Owner
      Originator:
      Each of
      Covenant Transport Solutions, Inc. and Star Transportation, Inc.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Originator
      Note Limit:
      On any
      day, the lesser of (a) $1,860,000 and (b) 3% of the Facility Limit.

    


    Owner
      Originator:
      Each of
      Covenant Transport, Inc. and Southern Refrigerated Transport, Inc.

    


    (b)   Sections
      2.1(a), (b) and
      (c) of the Original Agreement are each replaced with the following:


    


    (a)   Each
      Originator hereby sells, absolutely assigns, transfers and conveys to the
      Purchaser on each Purchase Date, on the terms and subject to the conditions
      specifically set forth herein, all of its respective right, title and interest,
      in, to and under (i)
      all
      Receivables (other than Contributed Receivables), now existing or arising
      hereafter and prior to the Purchase Termination Date, and all payment and
      enforcement rights (but not any obligations) to, in and under the related
      Contracts, (ii)
      all
      Collections and other monies due or to become due with respect to the foregoing,
      (iii)
      all
      Related Security for the Receivables, (iv)
      all
      lockboxes and accounts to which Collections are sent, and all funds and
      investments from time to time therein, (v)
      all
      books and records related to the foregoing and (vi)
      all
      proceeds of the foregoing, including, without limitation, insurance proceeds
      relating thereto (collectively, the “Purchased
      Assets”).
      

    


    (b)   In
      consideration of the capital stock of the Purchaser issued to Covenant Tennessee
      and Southern Refrigerated, each Owner Originator agrees to contribute, and
      does
      hereby contribute to the Purchaser, and the Purchaser hereby accepts from such
      Originator, all of such Owner Originator’s right, title and interest in and to
      (i)
      Receivables, and all of the rights described in clauses
      (ii)
      through
(vi)
      of
Section
      2.1(a)
      related
      thereto, starting with the oldest such Receivable such that the aggregate Unpaid
      Balance of all such Receivables shall be as close as possible to, but not less
      than, $2,000,000 (the “Initial
      Contributed Receivables”)
      and
      (ii)
      all
      other Contributed Receivables. 

    


    (c)   On
      each Purchase Date,
      all of such Originator’s right, title and interest in and to the newly created
      Receivables (other than, in the case of an Owner Originator, Receivables
      indicated on a Purchase Report as having been contributed by such Owner
      Originator to the Purchaser (such Receivables, together with the Initial
      Contributed Receivables, the “Contributed
      Receivables”))
      and
      the other Purchased Assets shall be sold, absolutely assigned, transferred
      and
      conveyed to the Purchaser by the sale, absolute assignment, transfer and
      conveyance set forth in paragraph
      (a)
      of this
      Section 2.1 and, in the case of each Owner Originator, paragraph
      (b)
      of this
      Section 2.1, without any further action by such Originator or the Purchaser;
      all
      Contributed Receivables (other than the Initial Contributed Receivables) of
      such
      Owner Originator shall be contributed to the Purchaser on the date they are
      created without further action by such Originator or the Purchaser.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (c)   Section
      2.3 (b) of the Original Agreement is replaced with the following:

    


    (b)   On
      each Purchase Date
      falling after the Closing Date until the Purchase Termination Date, on the
      terms
      and subject to the conditions of this Agreement, the Purchaser shall pay to
      such
      Originator the Purchase Price for the Receivables and other Purchased Assets
      purchased from such Originator on such Purchase Date as follows: 

    


    (i)   First,
      (a) if
      Receivables and Purchased Assets to be acquired by the Purchaser are sold by
      both any Non-Owner Originator and any Owner Originator, by paying (I) to each
      such Non-Owner Originator a portion of the Purchase Price due by depositing
      into
      such account as such Non-Owner Originator shall specify immediately available
      funds from monies held by or on behalf of the Purchaser solely to the extent
      that such monies do not constitute Collections that are required to be
      segregated and held by the Master Servicer or distributed to the Administrator
      or the Lender pursuant to the Loan Agreement on the next Distribution Date
      or
      required to be paid to the Master Servicer as the Servicer’s Fee on the next
      Distribution Date, or otherwise necessary to pay current expenses of the
      Purchaser (in its reasonable discretion) (such available monies, the “Available
      Funds”), subject to the terms of the Loan Agreement, and (II) if any Available
      Funds remain after making such payment to the Non-Owner Originators from whom
      Receivables and Purchased Assets are to be acquired by the Purchaser on such
      day, then to each such Owner Originator a portion of the Purchase Price due
      by
      depositing Available Funds into such account as such Non-Owner Originator shall
      specify, (b) if Receivables and Purchased Assets to be acquired by the Purchaser
      are sold only by one or more Non-Owner Originators, by paying to each such
      Non-Owner Originator a portion of the Purchase Price due by depositing Available
      Funds into such account as such Non-Owner Originator shall specify and (c)
      if
      Receivables and Purchased Assets to be acquired by the Purchaser are sold only
      by one or more Owner Originators, by paying to each such Owner Originator a
      portion of the Purchase Price due by depositing Available Funds into such
      account as such Owner Originator shall specify . Any Collections that have
      been
      paid to an Originator during any Due Period shall be credited towards the
      Purchaser’s obligation pursuant to this clause first; provided, however, that,
      if Collections paid to any Originator exceed the Purchase Price for Receivables
      and the other Purchased Assets purchased from such Originator for such Due
      Period, or, absent a cash payment, the Purchaser shall not have sufficient
      cash
      to meet its payment obligations pursuant to the Loan Agreement, such Originator
      shall turn over such excess to the Purchaser; and

    


    (ii)   Second,
      if the
      aggregate of the principal amounts outstanding under the Originator Notes shall
      be less than the Originator Note Limit and if on such Purchase Date (A) only
      one
      or more of the Non-Owner Originators is selling to the Purchaser any Receivables
      and other Purchased Assets, by increasing the principal amount outstanding
      under
      the Originator Notes issued to such Non-Owner Originators up to an amount such
      that after giving effect to such increases the aggregate of the principal
      amounts outstanding under the Originator Notes 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    shall
      not
      exceed the Originator Note Limit, (B) any combination of Owner Originators
      and
      Non-Owner Originators are selling to the Purchaser any Receivables and other
      Purchased Assets, then first,
      by
      increasing the principal amount outstanding under the Originator Notes issued
      to
      the Non-Owner Originators, up to an amount such that after giving effect to
      such
      increases the aggregate of the principal amounts outstanding under the
      Originator Notes shall not exceed the Originator Note Limit and second,
      if
      after giving effect to any increases on such Purchase Date in the aggregate
      of
      the principal amounts outstanding under the Originator Notes issued to the
      Non-Owner Originators, the aggregate of the principal amounts outstanding under
      the Originator Notes shall not exceed the Originator Note Limit, by increasing
      the principal amount outstanding under the Originator Notes issued to the Owner
      Originators up to an amount such that after giving effect to all increases
      in
      the aggregate of the principal amounts outstanding under the Originator Notes
      on
      such Purchase Date, such aggregate principal amount shall not exceed the
      Originator Note Limit or (C) only one or more of the Owner Originators is
      selling to the Purchaser any Receivables and other Purchased Assets, by
      increasing the principal amount outstanding under the Originator Notes issued
      to
      such Owner Originators up to an amount such that after giving effect to such
      increases the aggregate of the principal amounts outstanding under the
      Originator Notes shall not exceed the Originator Note Limit; and

    


    (iii)   Third,
      unless
      the Purchase Termination Date has occurred, at the option of an Owner Originator
      who is selling Receivables and other Purchased Assets on such Purchase Date,
      by
      accepting a contribution to the Purchaser’s capital in an amount equal to the
      remaining unpaid balance of such Purchase Price payable to such Owner Originator
      in exchange for the capital stock of the Purchaser issued to such Owner
      Originator making such contribution.

    


    To
      the
      extent that (x) the amount due pursuant to Section
      2.2
      with
      respect to all Receivables created or originated by such Originator that arose
      during the corresponding Due Period is exceeded by (y) the amount paid to such
      Originator during such Due Period pursuant to the foregoing sentences for such
      Receivables, and such excess is not turned over to the Purchaser pursuant to
      clause
      first
      above,
      such excess shall be treated as a reduction in the principal amount of the
      Originator Note, effective as of the last day of the related Due Period;
provided,
      however,
      that if
      at any time the unpaid principal amount of the Originator Note has been reduced
      to zero, such Originator shall pay the Purchaser the remainder owed with respect
      thereto in immediately available funds. 

    


    Section
      2.   Joinder
      of New Originator.
      Each
      New Originator hereby agrees to assume the duties, and to be bound by each
      of
      the obligations, of an Originator under the Original Agreement, effective as
      of
      the Effective Date. Each New Originator hereby agrees that each provision of
      the
      Original Agreement applicable to an Originator is applicable to it and agrees
      to
      abide by each provision of the Original Agreement applicable to an Originator.
      The Purchaser hereby agrees that as of the Effective Date each New Originator
      shall be an Originator for all purposes under the Agreement.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Section
      3.   Representations
      and Warranties of the New Originators.
      Each
      New Originator hereby makes, as of the date hereof, as of the Effective Date
      and
      as of each date provided for in the Agreement, each of the representations
      and
      warranties made by the Original Originators under the Agreement (including
      without limitation each of the representations and warranties set forth in
      Sections 4.1 and 4.2 of the Original Agreement) as if each such representation
      and warranty was set forth herein, mutatis mutandis.
      Each
      New Originator hereby represents and warrants that: (a) it is a corporation
      formed under the laws of its jurisdiction of formation, as set forth in
Schedule
      II
      hereto,
      (b) it has not been incorporated or otherwise existing under any the law of
      any
      other jurisdiction, (c) it has not taken any action, corporate or otherwise,
      to
      re-incorporate or otherwise re-form under the law of any jurisdiction, (d)
      except as set forth on Schedule
      II
      hereto,
      it has no trade names that it has used during the preceding six (6) years,
      (e)
      that its legal name, as set forth on the records of its jurisdiction of
      formation is as set forth in Schedule
      II
      hereto
      and that it has had no other names except as set forth in Schedule
      II
      hereto,
      (f) that all records relating to the Purchased Assets are maintained by it
      at
      the location(s) set forth in Schedule
      I
      hereto,
      (g) that the names of each of its responsible officers is set forth on
Schedule
      III
      hereto
      and (h) the address to which any notice hereunder or under the Agreement shall
      be sent in accordance with Section 10.2 of the Agreement is set forth on
Schedule
      IV
      hereto.

    


    Section
      4.   Covenants
      and
      Agreements of the New Originators.
      Each
      New Originator hereby makes each of the covenants and agreements made by the
      Original Originators under the Original Agreement (including without limitation
      each of the covenants and agreements set forth in Articles V, VI, VIII and
      IX
      and Section 10.6 thereof), as if each such covenant and agreement was set forth
      herein, mutatis mutandis.

    


    Section
      5.   Agreement
      in Full
      Force and Effect as Amended.
      Except
      as specifically amended hereby, the Agreement shall remain in full force and
      effect. All references to the Agreement shall be deemed to mean the Agreement
      as
      modified hereby. This Amendment and Joinder Agreement shall not constitute
      a
      novation of the Original Agreement, but shall constitute an amendment thereof.
      The parties hereto agree to be bound by the terms and conditions of the Original
      Agreement, as amended by this Amendment and Joinder Agreement, as though such
      terms and conditions were set forth herein.

    


    Section
      6.   Consent
      To Amendment to Receivables Sale Agreement.
      Effective as of the date hereof, the Lender and the Administrator each consents
      to the amendment of the Original Agreement by this Amendment and Joinder
      Agreement.

     

    Section
      7.   Conditions
      to
      Effectiveness of This Amendment and Joinder Agreement.
      This
      Amendment and Joinder Agreement shall become effective on the first date (the
      “Effective
      Date”)
      on
      which each New Originator shall deliver to the Administrator the following
      documents and instruments, all of which shall be in form and substance
      acceptable to the Administrator:

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (i)   Certificates
      of the Secretary or Assistant Secretary or similar officer of such New
      Originator, each dated the date of this Amendment and Joinder Agreement,
      certifying (A) the names and true signatures of the incumbent officers of such
      Person authorized to sign this Amendment and Joinder Agreement and the other
      documents to be delivered by it hereunder (on which certificate the Purchaser,
      the Administrator and Lender the may conclusively rely), (B) that the copy
      of
      the certificate of incorporation (or other applicable formation document or
      documents) of such New Originator attached thereto is a complete and correct
      copy and that such certificate of incorporation has not been amended, modified
      or supplemented and is in full force and effect, (C) if such Person is a
      corporation, that the copy of the bylaws of such Person attached thereto is
      a
      complete and correct copy and that such by-laws have not been amended, modified
      or supplemented and are in full force and effect, and (D) the resolutions of
      such Person’s board of directors or other similar management body approving and
      authorizing the execution, delivery and performance by such Person of this
      Amendment and Joinder Agreement and the documents related hereto;

    


    (ii)   Copies
      of
      good standing certificates for such New Originator, issued by the Secretary
      of
      State of the State (or other appropriate government official) of formation
      of
      such New Originator and the state where such Person’s principal place of
      business is located;

    


    (iii)      
      Acknowledgment
      copies (or other evidence of filing reasonably acceptable to the Administrator
      )
      of proper financing statements under the applicable UCC, in such form as the
      Administrator may reasonably request, naming such New Originator as the debtor
      and the Purchaser as secured party and purchaser thereof and the Purchaser
      as
      assignee of the Receivables and the other Purchased Assets or other, similar
      instruments or documents, as may be necessary or, in the opinion of the
      Administrator desirable under the UCC or any comparable law of all appropriate
      jurisdictions to perfect the transfer by such New Originator to the Purchaser
      of
      the Receivables and the other Purchased Assets;

    


    (iv)    
      Search
      reports provided in writing to the Administrator, (A) listing all effective
      financing statements that name such New Originator as debtor and that are filed
      in the jurisdictions in which filings were made pursuant to subsection (iii)
      above
      and in such other jurisdictions that the Administrator shall reasonably request,
      together with copies of such financing statements (none of which (other than
      any
      of the financing statements described in subsection (iii)
      above)
      shall cover any Receivables or other Purchased Assets, and (B) listing all
      tax liens and judgment liens (if any) filed against such New Originator in
      the
      jurisdictions described above and showing no such Liens;

    


    (v)  The
      Subordinated Note of the Purchaser, dated as of the date hereof, duly executed
      by the Purchaser;

    


    (vi)  Favorable
      opinions of the Scudder Law Firm, counsel to such New Originator, as to such
      matters and in form and substance satisfactory to the Company including, without
      limitation, the following:

    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (A)   such
      New Originator is
      (1) a corporate entity or limited liability company, as the case may be,
      organized, existing and in good standing under the laws of its jurisdiction
      of
      organization, with all necessary power and authority to own its properties
      and
      conduct its business as currently conducted, (2) qualified to do business as
      a
      foreign corporate entity or limited liability company, as the case may be,
      in
      good standing in each jurisdiction in which the conduct of its business requires
      such qualification;

    


    (B)   such
      New
      Originator has and had at all relevant times full power, authority and legal
      right to exercise, deliver and perform its obligations under this Amendment;
      and
      has or had at all relevant times full power, authority and legal right to
      acquire, own and transfer the Receivables and the other Purchased
      Assets;

    


    (C)   this
      Amendment and Joinder Agreement and each other document related hereto or
      thereto to which such New Originator is a party has been duly authorized,
      executed and delivered by such New Originator and is a valid and binding
      agreement, enforceable against it in accordance with its respective terms,
      except to the extent that enforcement thereof may be limited by (1) bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or hereafter
      in
      effect relating to creditors’ rights generally and (2) general principles of
      equity (regardless of whether enforceability is considered in a proceeding
      at
      law or in equity);

    


    (D)   the
      transfer of the Receivables and the other Purchased Assets by such New
      Originator to the Purchaser pursuant to the Agreement, the compliance by such
      New Originator with all of the provisions of the Agreement and the consummation
      of the transactions contemplated the Agreement and each other document
      contemplated hereby and thereby or thereby to which such New Originator is
      a
      party will not (1) conflict with or result in a breach of any of the terms
      or
      provisions of, or constitute a default under, any indenture, mortgage, deed
      of
      trust, loan agreement or other agreement or instrument known to such counsel
      to
      which it is a party or by which it is bound or to which any of its property
      or
      assets is subject, (2) result in any violation of the provisions of any order
      known to such counsel of any court or governmental agency or body having
      jurisdiction over it or any of its properties or (3) result in any violation
      of
      the provisions of its articles of incorporation, other formation documents
      or
      the by-laws or any statute or any rule or regulation of any governmental agency
      or body having jurisdiction over it or any of its properties;

    


    (E)   no
      authorization,
      approval, consent or order of, or filing with, any court or governmental
      authority or agency is required by such New Originator, the Purchaser or any
      other party to any of the Transaction Documents in connection with the
      consummation of the transactions contemplated in the Agreement or any other
      document contemplated hereby or thereby to which such Person is a party, except
      such as have been obtained;

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (F)   to
      the best of such
      counsel’s knowledge and information without independent inquiry, there are no
      legal or governmental proceedings pending or threatened (1) asserting the
      invalidity of the Agreement or any other document contemplated hereby or thereby
      to which such New Originator is a party, (2) seeking to prevent the consummation
      by such New Originator of any of the transactions contemplated by this Agreement
      or any other document contemplated hereby or thereby to which it is a party
      or
      (3) which might materially adversely affect the rights of the Purchaser, the
      Administrator or the Lender hereunder, under the Agreement or any other
      agreement contemplated hereby or thereby;

    


    (G)   the
      provisions of the Agreement are effective to create a valid security interest
      in
      the Receivables and the other Purchased Assets and the proceeds thereof in
      favor
      of the Purchaser and such security interest has been perfected under all
      applicable laws and is prior to all other creditors of such New Originator
      and
      the provisions of the Loan Agreement are effective to create a valid security
      interest in the Receivables and the other Purchased Assets and the proceeds
      thereof of such New Originator owned by the Purchaser and the proceeds thereof
      in favor of the Lender and such security interest is perfected under all
      applicable laws;

    


    (H)   neither
      such New
      Originator nor the Purchaser is required to be registered as an “investment
      company” under the Investment Company Act of 1940, as amended;

    


    (I)   the
      inapplicability of
      the doctrine of substantive consolidation to the Purchaser and each of the
      owners of the shares of stock of the Purchaser, including such New
      Originator;

    


    (J)   the
      existence of a “true
      sale” of the Receivables and the other Purchased Assets from such New Originator
      to the Purchase under the Agreement; and

    


    (K)   such
      other matters as the
      Administrator may reasonably request;

    


    (vii)   A
      copy of
      this Amendment and Joinder Agreement, executed by each of the parties hereto
      and
      consented to by each of the Lender and the Administrator; and

    


    (viii)  Such
      other agreements,
      instruments, certificates, opinions and other documents as the Administrator
      may
      reasonably request; and

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Section
      8.   Miscellaneous.

    


    (a)   This
      Amendment and Joinder Agreement may be executed in any number of counterparts,
      and by the different parties hereto on the same or separate counterparts, each
      of which shall be deemed to be an original instrument but all of which together
      shall constitute one and the same agreement. Delivery of an executed counterpart
      of a signature page to this Amendment and Joinder Agreement by facsimile shall
      be effective as delivery of a manually executed counterpart of this Amendment
      and Joinder Agreement.

    


    (b)   The
      New
      Originators, jointly and severally, agree to pay all reasonable expenses of
      the
      parties hereto, the Administrator and the Lender incurred in connection with
      the
      negotiation, preparation, execution and delivery of this Amendment and Joinder
      Agreement and the documents executed in connection herewith, including but
      not
      limited to (A) the legal fees of Hunton & Williams LLP, counsel to the
      Administrator, (B) expenses incurred in connection with any due diligence audit
      and (C) out-of-pocket expenses of the Administrator and its agents, all such
      amounts to be paid within ten days after presentation of an invoice
      therefor.

    


    (c)   The
      descriptive headings
      of the various sections of this Amendment and Joinder Agreement are inserted
      for
      convenience of reference only and shall not be deemed to affect the meaning
      or
      construction of any of the provisions hereof.

    


    (d)   This
      Amendment and
      Joinder Agreement may not be amended or otherwise modified except as provided
      in
      the Agreement.

    


    (e)   THIS
      AMENDMENT AND
      JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
      BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      NEW
      YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN
      SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

    


    


    


    


    


    [remainder
      of page intentionally left blank]

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment and Joinder Agreement
      to
      be executed by their respective officers thereunto duly authorized, as of the
      date first above written.

    


    
      	 	
              CVTI
                RECEIVABLES CORP.

            
	 	 	 
	 	
              By:

            	/s/
              Joey B. Hogan
	 	
              Name:

            	Joey
              B.
              Hogan
	 	
              Title:

            	Treasurer &
              CFO
	 	 	 
	 	 	 
	 	
              COVENANT
                TRANSPORT, INC.

            
	 	 	 
	 	
              By:

            	/s/
              Joey B. Hogan
	 	
              Name:

            	Joey
              B.
              Hogan
	 	
              Title:

            	CFO
	 	 	 
	 	 	 
	 	
              SOUTHERN
                REFRIGERATED TRANSPORT, INC.

            
	 	 	 
	 	
              By:

            	/s/
              Joey B. Hogan
	 	
              Name:

            	Joey
              B.
              Hogan
	 	
              Title:

            	Treasurer &
CFO
	 	 	 
	 	 	 
	 	
              STAR
                TRANSPORTATION, INC.

            
	 	 	 
	 	
              By:

            	/s/
              Joey B. Hogan
	 	
              Name:

            	Joey
              B.
              Hogan
	 	
              Title:

            	Executive
              Vice
              President & Treasurer
	 	 	 
	 	 	 
	 	
              COVENANT
                TRANSPORT SOLUTIONS, INC.

            
	 	 	 
	 	
              By:

            	/s/
              Joey B. Hogan
	 	
              Name:

            	Joey
              B.
              Hogan
	 	
              Title:

            	Vice
              President 
	 	 	 
	 	 	 
	 	 	 


    

    


    


    [signatures
      continued on following page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Consented
      to this 20th day of October, 2006:

    


    
      	
              THREE
                PILLARS FUNDING LLC

            
	 	 
	
              By:

            	/s/
              Doris J. Hearn
	
              Name:

            	Doris
              J.
              Hearn
	
              Title:

            	Vice
              President
	 	 
	 	 
	
              SUNTRUST
                CAPITAL MARKETS, INC.

            
	 	 
	
              By:

            	/s/
              Michael G. Maza
	
              Name:

            	Michael
              G.
              Maza
	
              Title:

            	Managing
              Director
	 	 
	 	 
	 	 


    

    


    


    [end
      of
      signatures]

    


    [signature
      page to Joinder Agreement - Covenant]

    


    Back
      to Form
      10-K