exhibit101.htm


    
      

    

    Exhibit 10.1



    


      AMENDMENT
NO. 2, CONSENT AND LIMITED WAIVER TO SECOND

      AMENDED
AND RESTATED CREDIT AGREEMENT

      


      This
Amendment No. 2, Consent and Limited Waiver to Second Amended and Restated
Credit Agreement (this "Amendment") dated as
of June 30, 2008 is made by and among COVENANT
ASSET MANAGEMENT, INC., a Nevada corporation (the "Borrower"), COVENANT TRANSPORTATION GROUP, INC. (formerly
known as Covenant Transport, Inc.), a Nevada corporation and the owner of 100%
of the issued and outstanding common stock of the Borrower (the "Parent"), BANK OF
AMERICA, N.A., a national banking association organized and existing under the
laws of the United States ("Bank of America"), in
its capacity as administrative agent for the Lenders (as defined in the Credit
Agreement (as defined below)) (in such capacity, the "Administrative
Agent"), each of the Lenders signatory hereto and each of the Subsidiary
Guarantors (as defined below) signatory hereto.

      


      W I T N E S S E T
H:

      


      WHEREAS, the Borrower, the
Parent, the Administrative Agent and the Lenders have entered into that certain
Second Amended and Restated Credit Agreement dated as of December 21, 2006, as
amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated
August 28, 2007 (as hereby amended and as from time to time hereafter further
amended, modified, supplemented, restated, or amended and restated, the "Credit Agreement";
the capitalized terms used in this Amendment not otherwise defined herein shall
have the respective meanings given thereto in the Credit Agreement), pursuant to
which the Lenders have made available to the Borrower various revolving credit
facilities, including a letter of credit facility and a swing line
facility;

      


      WHEREAS, the Parent has
entered into the Parent Guaranty and certain Subsidiaries of the Parent,
including, without limitation, CTG Leasing Company, a Nevada corporation ("CTGL"), Southern
Refrigerated Transport, Inc., an Arkansas corporation ("SRT"), and Star
Transportation, Inc., a Tennessee corporation ("Star"; and together
with CTGL and SRT, the "Daimler Finance
Subs") (each a "Subsidiary Guarantor"
and together the "Subsidiary
Guarantors") have entered into a Subsidiary Guaranty pursuant to which it
has guaranteed certain or all of the obligations of the Borrower under the
Credit Agreement and the other Loan Documents, and the Parent, the Borrower and
the Subsidiary Guarantors have entered into various of the Security Instruments
to secure their respective obligations and liabilities with respect to the Loans
and the Loan Documents;

      


      WHEREAS, the Borrower has
advised the Administrative Agent that for the Four-Quarter Period ending June
30, 2008, it will not be in compliance with the Consolidated Leverage Ratio as
required by Section
7.01(b) of the Credit Agreement (the "Leverage
Non-Compliance");

      


      WHEREAS, the Borrower and the
Parent have advised the Administrative Agent that they (together with the
Daimler Finance Subs) desire to enter into a new equipment financing facility in
an amount up to $200,000,000 with Daimler Truck Financial (the "Daimler Financing"),
which will be used to (i) refinance the existing outstanding Revolving Loans,
(ii) reduce each Lender's Commitment, and (iii) cash collateralize the
issued and outstanding Letters of Credit;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      WHEREAS, in connection with
the proposed Daimler Financing, the Borrower and the Parent hereby request
(i) the Lenders consent to the Daimler Financing, (ii) a reduction in
the Aggregate Commitments under the Credit Agreement, and (iii) the release
of the Agent's Liens on certain Collateral to be pledged under the Daimler
Financing; and

      


      WHEREAS, the Borrower and the
Parent have requested certain waivers, consents and amendments under and to
certain provisions of the Credit Agreement, and the Administrative Agent and the
Lenders signatory hereto are willing to effect such waivers, consents and
amendments, in each case as set forth below pursuant to the terms and conditions
contained in this Amendment.

      


      NOW, THEREFORE, in
consideration of the premises and further valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

      


      1.           Amendments to Credit
Agreement.  Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:

      


      (a)           The
existing definition of "Aggregate
Commitments" in Section 1.02 is
amended by deleting "$200,000,000" from the second line and inserting
"$81,000,000" in lieu thereof.

      


      (b)           The
existing definition of "Borrowing Base" in
Section 1.02 is
deleted in its entirety and the following is inserted in lieu
thereof:

      


      " 'Borrowing Base'
means, in each case determined at the end of each month and certified by the
Borrower and the Parent in a Borrowing Base Certificate, the difference of (i)
85% of the net orderly liquidation value of any Eligible Revenue Equipment as
determined under the Taylor Martin Appraisal, plus (ii) 70% of the net book
value of any Eligible Revenue Equipment that is not valued in the Taylor Martin
Appraisal, plus (iii) the balance in the Cash Collateral Account, less (iv) the
sum of (x) all unsecured Indebtedness permitted pursuant to Sections 7.04(h) and
(i), (y) any other unsecured Indebtedness which is not permitted as of
the Closing Date but which may be permitted after the Closing Date in accordance
with the terms of this Agreement, as this Agreement may be subsequently amended
and (z) any other unsecured Indebtedness not permitted pursuant to Section 7.04; provided that despite
any determination of "Borrowing Base" which includes any Indebtedness under
clause (iv)(z) above, nothing in this definition shall be deemed to permit any
Indebtedness not expressly permitted under this Agreement or to constitute a
waiver or cure of any Default or Event of Default that arises as a result of the
incurrence of Indebtedness that is not permitted under this
Agreement."

      


      (c)           The
existing definition of "Letter of Credit
Sublimit" in Section 1.02 is
amended by deleting "$100,000,000" from the first line and inserting
"$51,000,000" in lieu thereof.


      
        
           


        

        
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      (d)           The
following definitions are added to Section 1.02 in the
appropriate alphabetical locations therein:

      


      " 'Cash Collateral
Account' means account #1235840848 established at Bank of America, which
shall be subject to a Lien in favor of the Collateral Agent for the benefit of
the Credit Secured Parties.

      


      " 'Daimler Equipment
Facility' means the $200,000,000 Daimler Truck Financial credit facility,
as in effect on the date hereof or as amended from time to time in accordance
with this Agreement.

      


      " 'Daimler Collateral'
means any Certificate-of-Title Collateral which secures the Daimler Equipment
Facility.

      


      " 'Daimler Loan
Documents' means any and all documents, instruments or agreements
evidencing or relating to the Daimler Equipment Facility.

      


      " 'Second Amendment Effective
Date' means June 30, 2008.

      


      " 'Taylor Martin
Appraisal' means the Summary Appraisal Report for Certain Assets of
Covenant Transportation Group, Inc. dated as of June 3, 2008, prepared by Taylor
& Martin, Inc.

      


      (e)           Section 2.01 is
deleted in its entirety and the following is inserted in lieu
thereof:

      


      "2.01.  Revolving
Loans.  Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a 'Revolving Loan') to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender's Commitment; provided, however, that after
giving effect to any Revolving Borrowing, (i) the Total Outstandings shall
not exceed the lesser of (x) the Aggregate Commitments, or (y) the Borrowing
Base, (ii) the aggregate Outstanding Amount of the Revolving Loans of any
Lender, plus
such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender's
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender's Commitment, and (iii) the aggregate Outstanding Amount
of the Revolving Loans of all Lenders shall not exceed
$30,000,000.  Within the limits of each Lender's Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section
2.01, prepay under Section 2.05, and
reborrow under this Section
2.01.  Revolving Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein."

      


      (f)           Section 7.03(h) is
deleted in its entirety and the following inserted in lieu thereof:

      


      "(h)           Liens
securing financing permitted by Section 7.04(j) or
Liens securing the Daimler Equipment Financing; and"

      



      
        
           


        

        
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      (g)           Section 7.04(k) is
amended by inserting the phrase "or the Daimler Equipment Facility" after
"Permitted Receivables Securitization".

      


      (h)           Section 7.19(a) is
deleted in its entirety and the following is inserted in lieu
thereof:

      


      "(a)           Amend,
modify or change in any manner any term or condition of any Indebtedness
described in Section
7.04(a), (d), (f), (g), (h), (i), (j), or (l), other than as permitted by
Section
7.04(l), or any Subordination Agreement, the Receivables Purchase
Agreement or any other document governing or evidencing a Permitted Receivables
Securitization (except where the purpose of such amendment, modification or
change is to add additional originators to the Permitted Receivables
Securitization or to permit annual renewals of the Permitted Receivables
Securitization), or any Daimler Loan Document, or any document governing or
evidencing Synthetic Lease Obligations, so that the terms and conditions thereof
are any less favorable to the Administrative Agent and the Lenders than the
terms thereof as of the Closing Date or as thereafter initially entered into in
compliance with the terms of this Agreement, or deprive the Borrower or any
Guarantor or other Subsidiary of the Parent as a party to any Licensing
Agreement or Servicing Agreement of any license or right granted thereunder
necessary or conducive to the operation of its trucking business;
and"

      


      (i)           Section 8.01(e) is
deleted in its entirety and the following is inserted in lieu
thereof:

      


      "(e)           Defaults Under Other
Agreements.  If there shall occur (i) a default, which is not
waived, in the payment of any principal, interest, premium or other amount with
respect to (A) the Permitted Receivables Securitization, (B) the Synthetic Lease
Obligations, (C) the Daimler Equipment Facility, or (D) any other Indebtedness
(other than the Loans and other Obligations) of the Borrower, the Parent or any
Subsidiary of either in an amount or Rate Hedge Value, as applicable, not less
than $2,500,000 in the aggregate outstanding, or (ii) a default, which is not
waived, in the performance, observance or fulfillment of any term or covenant
contained in (A) the Receivables Purchase Agreement, (B) any document governing
or evidencing the Synthetic Lease Obligations, (C) the Daimler Equipment
Facility, or (D) any agreement or instrument under or pursuant to which any such
Indebtedness or Rate Hedging Obligation may have been issued, created, assumed,
guaranteed or secured by the Borrower, the Parent or any Subsidiary of the
Parent, or (iii) with respect to any such Rate Hedging Obligation, any
termination event shall occur as to which the Borrower, the Parent or any
Subsidiary of the Parent is the "affected party" under the agreement or
instrument governing such Rate Hedging Obligation, or (iv) any other event of
default as specified in any agreement or instrument under or pursuant to which
any such Indebtedness may have been issued, created, assumed, guaranteed or
secured by the Borrower, the Parent or any Subsidiary of either, and such
default or event of default or termination shall continue for more than the
period of grace, if any, therein specified, or such default or event of default
or termination event shall permit the holder of or counterparty to any such
Indebtedness (or any agent or trustee acting on behalf of one or more holders or
counterparties) to accelerate the maturity of any such Indebtedness or terminate
any agreement or instrument governing any such Rate Hedging Obligation;
or"


      
        
           


        

        
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      (j)           Section 9.10 is
deleted in its entirety and the following is inserted in lieu
thereof:

      


      "9.10  Collateral and
Guaranty Matters.  The Lenders and the L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its
discretion,

      


      "(a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit,
(ii) that is sold or to be sold as part of or in connection with any sale
permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required
Lenders;

      


      (b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section
7.03(f), (g), (h) or (i);

      


      (c)           to
release any Guarantor from its obligations under the Subsidiary Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder;

      


      (d)           on
or after the date on which a Compliance Certificate is delivered by the Borrower
pursuant to Section
6.01(a)(ii) or 6.01(b)(ii) which
evidences that the Consolidated Leverage Ratio for the corresponding fiscal
quarter is, and for the immediately two preceding fiscal quarters was, less than
or equal to 2.00 to 1.00, to release the Liens on the Certificate-of-Title
Collateral granted to or held by the Administrative Agent under the Loan
Documents; and

      


      (e)           to
release any Lien on any Certificate-of-Title Collateral granted to or held by
the Administrative Agent under the Loan Documents, provided that such
Certificate-of-Title Collateral has been or will be pledged to secure the
Daimler Equipment Facility.

      


      Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Subsidiary Guaranty pursuant to
this Section
9.10."

      


      (k)           A
new Section
4A.06 is hereby added immediately following Section
4A.05:

      


      "4A.06  Cash Collateral
Account.  As additional security for the full and timely
payment and performance of all Obligations, the Borrower shall pledge and
deposit with the Collateral Agent the Cash Collateral Account with a balance on
the Second Amendment Effective Date of no less than $50,500,000.  The
Borrower hereby grants to the Collateral Agent, for the benefit of the Credit
Secured Parties, a security interest in the Cash Collateral Account and all
proceeds thereof.  The Cash Collateral Account shall be maintained
with the Collateral Agent until the Facility Termination Date."

      



      
        
           


        

        
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      (l)           Section 2.03(g) is
hereby deleted in its entirety.

      


      (m)           Section 7.03 is
hereby amended by adding the following new clause (j) immediately following
7.03(i):

      


      "
(j)           The
following judgment Liens on the real estate owned by Southern Refrigerated
Transport, Inc., located at 8055 Highway 67 North in Texarkana, Arkansas 71854
(Tract No. IV):

      


      1.   
Judgment lien resulting from a judgment entered June 27, 1994 by the 102nd
Judicial District Court of Bowie County, Texas in cause number D-102-CV-91-1367,
styled Leonard Lear vs. Ricky
Ray and Pauline Ray, and registered as a foreign judgment in the Chancery
Court of Miller County, Arkansas on April 19, 2000, as cause numbered
E-2000-207-2.

      2.   
Judgment lien resulting from a judgment entered November 20, 2000, by the
Circuit Court of Miller County, Arkansas, Civil Division, in cause numbered
CIV-00-187-1, styled Cajun
Machine & Welding, Inc. vs. Ricky Ray, individually and d/b/a A-1 Septic
Tank Service, and recorded in Law Book JJ, Page 702, and in Judgment Book
M, Page 96, Records of Miller County, Arkansas.

      3.   
Judgment lien resulting from a judgment entered July 13, 2000, by the District
Court of Tulsa County, State of Oklahoma in cause numbered CS-99-4364, styled
RDB Sales Co. Inc. vs. Ricky
Ray d/b/a A-1 Septic, and registered as a foreign judgment in the Circuit
Court of Miller County, Arkansas on April 4, 2001, as cause numbered
CIV-2001-81-1 and recorded in Judgment Book M, Page 99, Records of Miller
County, Arkansas.

      4.   
Judgment lien resulting from a judgment entered March 2, 2004, by the County
Court at Law #2 of Gregg County, Texas in cause numbered 2003-2934-CCL2, styled
David Lebay, Plaintiff vs.
Ricky Ray, Defendant, and registered as
a foreign judgment in the Circuit Court of Miller County, Arkansas on March 23,
2004 and recorded in Judgment Book N, Page 243, Records of Miller County,
Arkansas."

      


      (n)           Schedule 2.01 to the
Credit Agreement is deleted in its entirety and Schedule 2.01
attached hereto as Annex I is inserted
in lieu thereof.

      


      2.           Consents.  Subject
to the terms and conditions set forth herein, the Administrative Agent and the
Lenders signatory hereto hereby consent to:

      


      (a)           the
Daimler Financing, as contemplated by the Daimler Loan Documents;

      


      (b)           the
release of Liens on any Collateral that will secure the Daimler Financing (the
"Daimler
Collateral"); and

      


      (c)           for
the period beginning on the date hereof and ending on August 29, 2008 (the
"Consent
Period"), the Leverage Non-Compliance.

      



      
        
           


        

        
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      3.           Waivers to Credit
Agreement.  Subject to the terms and conditions set forth
herein, the Administrative Agent and the Lenders signatory hereto
hereby:

      


      (a)           waive
the three Business Days notice of prepayment of Eurodollar Rate Loans required
under Section
2.05(a) of the Credit Agreement;

      


      (b)           waive
the five Business Days notice to permanently reduce the Aggregate Commitments
required under Section
2.06 of the Credit Agreement;

      


      (c)           for
the period beginning on the date hereof and ending on August 29, 2008, waive any
Default or Event of Default that occurs as a result of a failure to meet the
financial covenant test set forth in Section
7.01(b);

      


      (d)           Waive
any Default or Event of Default that may have occurred prior to the date hereof
as a result of the Borrower and/or the Parent failing to comply with the
provisions of Section
6.20 as they relate to the formation of CTGL; provided, however, that the
Borrower and/or Parent shall comply, or cause CTGL to comply with, the
provisions of Section
6.20 on or before July 31, 2008; and

      


      (e)           Waive
any Default or Event of Default that may have occurred prior to the date hereof
as a result of the Borrower and/or the Parent failing to comply with the
provisions of Section
7.12 as they relate to the dissolution of Covenant.com, Inc., formerly a
Nevada corporation, CIP, Inc., formerly a Nevada corporation, and Harold Ives
Trucking Co., Inc., formerly an Arkansas corporation; provided, however, that
the Borrower shall provide satisfactory evidence of the dissolution of said
companies to the Administrative Agent on or before July 18, 2008.

      


      4.           Conditions
Precedent.  This Amendment and the amendments to the Credit
Agreement provided in Paragraph
1 shall be effective on the Second Amendment Effective Date upon the
satisfaction of the following conditions precedent:

      


      (a)           The
Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative
Agent:

      


      (i)           a
counterpart of this Amendment, duly executed by the Parent, the Borrower, the
Administrative Agent, each Subsidiary Guarantor, and each of the Lenders;
and

      


      (ii)           certified
copies of the Daimler Loan Documents as in effect on the date
hereof.

      


      (b)           The
Borrower shall have established the Cash Collateral Account with the Collateral
Agent.

      



      
        
           


        

        
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      (c)           The
Borrower shall have paid to the Administrative Agent on behalf of each Lender an
amendment fee in an amount equal to 0.10% of the sum of each such Lender's
Commitment outstanding on the day immediately prior to the Second Amendment
Effective Date.

      


      (d)           The
Borrower shall have paid in full all outstanding Revolving Loans and Swingline
Loans, including interest accrued thereon.  Borrower agrees to pay
each Lender any amounts due and payable under Section 3.05 of the
Loan Agreement relating to Eurodollar Loans being prepaid within five (5)
Business Days of demand therefor.

      


      (e)           All
fees and expenses payable to the Administrative Agent (including the fees and
expenses of counsel to the Administrative Agent) accrued to date shall have been
paid in full to the extent invoiced prior to or on the Second Amendment
Effective Date, but without prejudice to the later payment of accrued fees and
expenses not so invoiced.

      


      5.           Consent of the
Guarantors.

      


      (a)           The
Parent.  The Parent has joined in the execution of this
Amendment for the purposes of consenting hereto and for the further purpose of
confirming its guaranty of the Obligations of the Borrower pursuant to the
Parent Guaranty to which  it is a party, and its obligations under
each other Loan Document to which it is a party.  The Parent hereby
consents, acknowledges and agrees to the amendments to the Credit Agreement set
forth herein and hereby confirms and ratifies in all respects the Parent
Guaranty and each other Loan Document to which it is a party and the
enforceability of such Parent Guaranty and each such other Loan Document against
the Parent in accordance with its terms.

      


      (b)           Subsidiary
Guarantors. Each of the Subsidiary Guarantors has joined in the execution
of this Amendment for the purposes of consenting hereto and for the further
purpose of confirming its guaranty of the Obligations of the Borrower pursuant
to the Subsidiary Guaranty to which such Subsidiary Guarantor is party, as
applicable, and its obligations under each other Loan Document to which it is a
party.  Each Subsidiary Guarantor hereby consents, acknowledges and
agrees to the amendments to the Credit Agreement set forth herein and hereby
confirms and ratifies in all respects the Subsidiary Guaranty and each other
Loan Document to which such Subsidiary Guarantor is a party and the
enforceability of such Subsidiary Guaranty and each such other Loan Document
against such Subsidiary Guarantor in accordance with its terms.

      



      
        
           


        

        
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      6.           Representations and
Warranties.  In order to induce the Administrative Agent and
the Lenders party hereto to enter into this Amendment, each of the Parent and
the Borrower represent and warrant to the Administrative Agent and such Lenders
as follows:

      


      (a)           The
representations and warranties made by the Parent and the Borrower in Article V of the
Credit Agreement (after giving effect to this Amendment) and by each Loan Party
in each of the other Loan Documents to which it is a party are true and correct
in all material respects on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier
date;

      


      (b)           Since
the date of the most recent financial reports of the Parent delivered pursuant
to Section 6.01
of the Credit Agreement, no act, event, condition or circumstance has occurred
or arisen which, singly or in the aggregate with one or more other acts, events,
occurrences or conditions (whenever occurring or arising), has had or could
reasonably be expected to have a Material Adverse Effect;

      


      (c)           The
Persons appearing as Guarantors on the signature pages to this Amendment
constitute all Persons who are required (as of the date hereof and after giving
effect to this Amendment) to be Guarantors pursuant to the terms of the Credit
Agreement and the other Loan Documents, including, without limitation, all
Persons who became Subsidiaries or were otherwise required to become Guarantors
after the Closing Date as a result of any merger, acquisition or other
reorganization;

      


      (d)           This
Amendment has been duly authorized, executed and delivered by the Parent, the
Borrower and the Subsidiary Guarantors party hereto and constitutes a legal,
valid and binding obligation of such parties, except as may be limited by
general principles of equity or by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally; and

      


      (e)           No
Default or Event of Default, other than those addressed herein, has occurred and
is continuing immediately prior to the effectiveness of this Amendment and no
Default or Event of Default is continuing immediately after the effectiveness of
this Amendment.

      


      7.           Entire
Agreement.  This Amendment, together with all the Loan
Documents (collectively, the "Relevant Documents"),
sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relative to such subject matter.  No
promise, condition, representation or warranty, express or implied, not herein
set forth shall bind any party hereto, and no party hereto has relied on any
such promise, condition, representation or warranty.  Each of the
parties hereto acknowledges that, except as otherwise expressly stated in the
Relevant Documents, no representations, warranties or commitments, express or
implied, have been made by any party to the other.  None of the terms
or conditions of this Amendment may be changed, modified, waived or canceled
orally or otherwise, except as permitted pursuant to Section 10.01 of the
Credit Agreement.

      



      
        
           


        

        
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      8.           Full Force and Effect of
Amendment.  Except as hereby specifically amended, modified or
supplemented, the Credit Agreement and all other Loan Documents are hereby
confirmed and ratified in all respects by each party hereto and shall be and
remain in full force and effect according to their respective
terms.

      


      9.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same
instrument.  Delivery of an executed counterpart of a signature page
of this Amendment by telecopy shall be effective as a manually executed
counterpart of this Amendment.

      


      10.           Governing
Law.  This Amendment shall in all respects be governed by, and
construed in accordance with, the laws of the state of Tennessee.

      


      11.           Enforceability.  Should
any one or more of the provisions of this Amendment be determined to be illegal
or unenforceable as to one or more of the parties hereto, all other provisions
nevertheless shall remain effective and binding on the parties
hereto.

      


      12.           References.  All
references in any of the Loan Documents to the "Credit Agreement" shall mean the
Credit Agreement, as amended hereby.

      


      13.           Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the Parent, the Borrower, the Administrative Agent and each of the
Subsidiary Guarantors and Lenders, and their respective successors, assigns and
legal representatives; provided, however, that neither
the Parent, the Borrower nor any Subsidiary Guarantor, without the prior consent
of the Required Lenders, may assign any rights, powers, duties or obligations
hereunder.

      


      14.           Expenses.  The
Parent and the Borrower agree to pay to the Administrative Agent all reasonable
out-of-pocket expenses of the Administrative Agent (including the fees and
expenses of counsel to the Administrative Agent) incurred or arising in
connection with the negotiation and preparation of this Amendment.

      


      [Signature
pages follow.]




    
      
        
           


        

        
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    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written.

     

    
      	
              BORROWER:

            
	
              COVENANT ASSET MANAGEMENT,
      INC., a Nevada corporation

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Treasurer

            
	 
      	 
      
	 
      	 
      
	
              PARENT:

            
	
              COVENANT TRANSPORTATION GROUP,
      INC., a Nevada corporation

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Senior
      Vice President

            


    

     

    
 

    


    
      
        
          
             

            Covenant Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    
      	
              SUBSIDIARY
      GUARANTORS:

            
	
              COVENANT
      TRANSPORT, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Senior
      Vice President and Treasurer

            
	 
      	 
      
	 
      	 
      
	
              SOUTHERN
      REFRIGERATED TRANSPORT, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Vice
      President

            
	 
      	 
      
	
              COVENANT
      TRANSPORT SOLUTIONS, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Treasurer

            
	 
      	 
      
	
              STAR
      TRANSPORTATION, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Vice
      President

            
	 
      	 
      
	
              CTG
      LEASING COMPANY

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            
	
              Name:

            	
              M.
      David Hughes

            
	
              Title:

            	
              Vice
      President

            


    

    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              ADMINISTRATIVE
      AGENT:

            
	
              BANK OF AMERICA, N.A.,
      as Administrative Agent

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Maurice Washington

            
	
              Name:

            	
              Maurice
      Washington

            
	
              Title:

            	
              Vice
      President

            


    

    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
               

              BANK OF AMERICA, N.A.,
      as a Lender, L/C Issuer and Swing Line Lender

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kevin M. Behan

            
	
              Name:

            	
              Kevin
      M. Behan

            
	
              Title:

            	
              SVP

            


    

    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              SUNTRUST
      BANK

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kap Yarbrough

            
	
              Name:

            	
              Kap
      Yarbrough

            
	
              Title:

            	
              Vice
      President

            


    

    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              NATIONAL
      CITY BANK

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kevin L. Anderson

            
	
              Name:

            	
              Kevin
      L. Anderson

            
	
              Title:

            	
              Senior
      Vice President

            


    

    


    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              BRANCH
      BANKING AND TRUST COMPANY

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      R. Andrew Beam

            
	
              Name:

            	
              R.
      Andrew Beam

            
	
              Title:

            	
              Senior
      Vice President

            


    

    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              FIRST
      TENNESSEE BANK NATIONAL ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Robert T. Lusk

            
	
              Name:

            	
              Robert
      T. Lusk

            
	
              Title:

            	
              Senior
      Vice President

            


    

    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              LASALLE
      BANK NATIONAL ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kevin M. Behan

            
	
              Name:

            	
              Kevin
      M. Behan

            
	
              Title:

            	
              SVP

            


    

    


    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              REGIONS
      BANK, SUCCESSOR BY MERGER TO AMSOUTH BANK

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Jay W. Dale

            
	
              Name:

            	
              Jay
      W. Dale

            
	
              Title:

            	
              Vice
      President

            


    

    


    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              FSGBANK.
      N.A.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Lawrence M. Riedey

            
	
              Name:

            	
              Lawrence
      M. Riedey

            
	
              Title:

            	
              Sr.
      Vice President

            


    

    


    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              SOVEREIGN
      BANK

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      William Latham

            
	
              Name:

            	
              William
      Latham

            
	
              Title:

            	
              Senior
      Vice President

            


    

    


    


    


    
      
        
          
             

            Covenant
Asset Management, Inc.

            Amendment
No. 2, Consent and Limited Waiver to Second Amended and Restated Credit
Agreement

            Signature
Page

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
I

    to

    AMENDMENT NO. 2, CONSENT AND LIMITED WAIVER TO
SECOND

    AMENDED AND RESTATED CREDIT AGREEMENT

    


    SCHEDULE
2.01

    


    COMMITMENTS
AND

    APPLICABLE
PERCENTAGES

    


    


    
      	
              Lender

            	 	
              Revolving
      Credit Commitment

            	 	 	
              Applicable
      Commitment Percentage

            	 
	 
      	 	 	 	 	 	 
	
              Bank
      of America, N.A.

            	 	$	14,175,000.00	 	 	 	17.500000000	%
	 
      	 	 	 	 	 	 	 	 
	
              Regions
      Bank

            	 	$	13,162,500.00	 	 	 	16.250000000	%
	 
      	 	 	 	 	 	 	 	 
	
              SunTrust
      Bank

            	 	$	7,886,842.11	 	 	 	9.73684211	%
	 
      	 	 	 	 	 	 	 	 
	
              LaSalle
      Bank National Association

            	 	$	10,125,000.00	 	 	 	12.500000000	%
	 
      	 	 	 	 	 	 	 	 
	
              Branch
      Banking and Trust Company

            	 	$	9,112,500.00	 	 	 	11.250000000	%
	 
      	 	 	 	 	 	 	 	 
	
              National
      City Bank

            	 	$	8,100,000.00	 	 	 	10.000000000	%
	 
      	 	 	 	 	 	 	 	 
	
              Sovereign
      Bank

            	 	$	8,100,000.00	 	 	 	10.000000000	%
	 
      	 	 	 	 	 	 	 	 
	
              FSG
      Bank, N.A.

            	 	$	4,263,157.89	 	 	 	5.26315790	%
	 
      	 	 	 	 	 	 	 	 
	
              First
      Tennessee Bank National Association

            	 	$	6,075,000.00	 	 	 	7.500000000	%
	 
      	 	 	 	 	 	 	 	 
	
              Total

            	 	$	81,000,000.00	 	 	 	100.000000000	%


    

    


     

     

    Back to Form
10-Q