Exhibit 10.26 (Amendment No. 11 to Loan Agreement)


    
      

    

    Exhibit
      10.26

    


    AMENDMENT
      NO. 11 TO

    LOAN
      AGREEMENT

    (CVTI/Covenant
      Transport)

    


    


    THIS
      AMENDMENT NO. 11 TO LOAN AGREEMENT, dated as of October 20, 2006 (the
“Amendment”),
      is
      entered into by and among THREE PILLARS FUNDING LLC (formerly known as THREE
      PILLARS FUNDING CORPORATION), (“Three
      Pillars”),
      SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities
      Corporation), as administrator (the “Administrator”),
      CVTI
      RECEIVABLES CORP. (“CVTI”),
      and
      COVENANT TRANSPORT, INC. (“Covenant”).
      Capitalized terms used and not otherwise defined herein are used as defined
      in
      the Loan Agreement, dated as of December 12, 2000 among Three Pillars, the
      Administrator, CVTI and Covenant (as amended to date, the “Loan
      Agreement”).

    


    WHEREAS,
      the parties hereto desire to further amend the Loan Agreement in certain
      respects as provided herein;

    


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

    


    SECTION
      1.   Amendments
      to the Loan Agreement.

    


    (a)   The
      definition of
“Originators” is hereby amended in its entirety to read as follows:

    


    “Originators:
      Covenant Tennessee , Southern Refrigerated, Covenant Transport Solutions, Inc.
      and Star Transportation, Inc., in their respective capacities as originators
      under the Receivables Purchase Agreement.”

    


    (b)   The
      definition of “Originator Note” is hereby amended in its entirety to read as
      follows:

    


    “Originator
      Note:
      Collectively, (a) the subordinated promissory note dated as of the initial
      Purchase Date issued by Borrower to Covenant Tennessee pursuant to the
      Receivables Purchase Agreement, (b) the subordinated promissory note dated
      as of
      the initial Purchase Date issued by Borrower to Southern Refrigerated pursuant
      to the Receivables Purchase Agreement, (c) the subordinated promissory note
      dated as of October 18, 2006 issued by Borrower to Covenant Transport Solutions,
      Inc., (d) the subordinated promissory note dated as of October 18, 2006 issued
      by Borrower to Star Transportation, Inc. pursuant to the Receivables Purchase
      Agreement and (e) any other promissory notes subsequently issued by Borrower
      to
      Covenant Tennessee, Southern Refrigerated, Covenant Transport Solutions, Inc.
      and/or Star Transportation, Inc. pursuant to the Receivables Purchase Agreement,
      which promissory notes in each case shall be in the form of Exhibit
      G hereto.”


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)   Section
      2.1 of the Agreement is hereby replaced with the following:

    


    “On
      the
      terms and subject to the conditions set forth in this Agreement, Lender agrees
      to make loans to Borrower on a revolving basis from time to time (the
“Lender’s
      Commitment”)
      before
      the Commitment Termination Date in such amounts as may be from time to time
      requested by Borrower pursuant to Section
      2.2;
      provided,
      however,
      that
      the aggregate principal amount of all Loans from time to time outstanding
      hereunder shall not exceed the lesser of (a) $70,000,000 (the “Facility
      Limit”)
      and
      (b) the Borrowing Base. Within the limits of Lender’s Commitment, Borrower may
      borrow, prepay and reborrow under this Section
      2.1.”

    


    SECTION
      2.   Effect
      of Amendment. 

    


    Except
      as
      modified and expressly amended by this Amendment, the Loan Agreement is in
      all
      respects ratified and confirmed, and all the terms, provisions and conditions
      thereof shall be and remain in full force and effect. This Amendment shall
      be
      effective on the date (the “Amendment
      Effective Date”)
      on or
      after the Effective Date, as defined in the Amendment and Joinder Agreement,
      dated as of the date hereof, by and among the Purchaser, Covenant
      Tennessee , Southern Refrigerated, Covenant Transport Solutions, Inc. and Star
      Transportation, Inc. on
      which
      each of the parties hereto delivers to the Administrator a fully executed
      original of this Amendment. On and after the Amendment Effective Date, all
      references in the Loan Agreement to “this Agreement,” “hereto,” “hereof,”
“hereunder” or words of like import refer to the Loan Agreement as amended by
      this Amendment. 

    


    SECTION
      3.   Binding
      Effect.
      

    


    This
      Amendment shall be binding upon and inure to the benefit of the parties to
      the
      Loan Agreement and their successors and permitted assigns.

    


    SECTION
      4.   Governing
      Law.
      

    


    THIS
      AMENDMENT 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).

    


    SECTION
      5.   Execution
      in
      Counterparts; Severability.
      

    


    This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original, and all of which taken together shall constitute one and
      the
      same agreement. Delivery of an executed counterpart of a signature page by
      facsimile shall be effective as delivery of a manually executed counterpart
      of
      this Amendment. If any provision of, or obligation under, this Amendment shall
      be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
      and enforceability of the remaining provisions or obligations, or of such
      provision or obligation in any other jurisdiction, shall not in any way be
      affected or impaired thereby.

    


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

    


    
      	
              THREE
                PILLARS:

            	
              THREE
                PILLARS FUNDING LLC

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Doris J. Hearn

            
	 	
              Name:

            	
              Doris
                J. Hearn

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	
              THE
                ADMINISTRATOR:

            	
              SUNTRUST
                CAPITAL MARKETS, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Michael G. Maza

            
	 	
              Name:

            	
              Michael
                G. Maza

            
	 	
              Title:

            	
              Managing
                Director

            


    

    


    [signatures
      continued on next page]

    


    (Signature
      Page to Amendment No. 11 to Loan Agreement (CVTI/Covenant
      Transport))

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    

      
        	
                THE
                  MASTER SERVICER:

              	
                COVENANT
                  TRANSPORT, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Joey B. Hogan

              
	 	
                Name:

              	
                Joey
                  B. Hogan

              
	 	
                Title:

              	
                CFO

              
	 	 	 
	 	 	 
	
                THE
                  BORROWER:

              	
                CVTI
                  RECEIVABLES CORP.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Joey B. Hogan

              
	 	
                Name:

              	
                Joey
                  B. Hogan

              
	 	
                Title:

              	
                Treasurer
                  & CFO

              


      

    

    


    


    [end
      of
      signatures]

    


    (Signature
      Page to Amendment No. 11 to Loan Agreement (CVTI/Covenant
      Transport))

     

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      to Form
      10-K