exhibit102.htm


    
      

    

    
Exhibit 10.2


    


    


    


    LIMITED
WAIVER

    


    THIS LIMITED WAIVER TO LOAN AGREEMENT,
dated as of July 3, 2008 (this "Waiver"),
is entered into by and among THREE PILLARS FUNDING LLC, formerly known as Three
Pillars Funding Corporation, as lender ("Three
Pillars"), SUNTRUST ROBINSON HUMPHREY, INC., formerly known as SunTrust
Capital Markets, Inc., as administrator (the "Administrator"),
CVTI RECEIVABLES CORP. ("CVTI"),
and COVENANT TRANSPORTATION GROUP, INC., formerly known as Covenant Transport,
Inc., a Nevada corporation, ("Covenant
Nevada").  Capitalized terms used and not otherwise defined
herein are used as defined in the Loan Agreement (defined below).

    


    WHEREAS, Three Pillars, CVTI, Covenant
Nevada and the Administrator are parties to that certain Loan Agreement, dated
as of December 12, 2000 (as amended to date, the "Loan
Agreement");

    


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

    


    SECTION 1.  Limited
Waiver.  Pursuant to Section 11.7(h) of the Agreement, a
Servicer Event of Default shall occur if a default shall have occurred
(regardless of whether or not such default has been waived or is continuing)
with respect to any Debt in excess of $5,000,000 the obligator of which is
Covenant Nevada and pursuant to Section 10.2(a) of the Agreement, an
Amortization Event shall occur if a Servicer Event of Default shall
occur.  CVTI and Covenant Nevada hereby inform the Administrator of
certain defaults under the Second Amended and Restated Credit Agreement, dated
as of December 21, 2006, by and among Covenant Asset Management, Inc., Covenant
Nevada, certain affiliates of the foregoing as guarantors, Bank of America,
N.A., as administrative agent and certain lender parties thereto, which defaults
(the "Revolving
Credit Defaults") are described in that certain Amendment No. 2, Consent
and Limited Waiver to Second Amended and Restated Credit Agreement dated as of
June 30, 2008 (the "Revolving
Credit Waiver").  CVTI and Covenant Nevada each agree that each
of the Revolving Credit Defaults constitutes a Servicer Event of Default and an
Amortization Event and CVTI and Covenant Nevada each hereby requests that Three
Pillars and the Administrator each waive such Revolving Credit
Defaults.  Subject to the following, each of Three Pillars and the
Administrator hereby waives (a) each of the Servicer Events of Default and
Amortization Events arising from the Revolving Credit Defaults described in
Sections 3(a), (b), (d) and (e) of the Revolving Credit Waiver, subject, in the
case of the Revolving Credit Defaults described in Section s3(d) and (e) of the
Revolving Credit Waiver, to the satisfaction of each condition set forth in such
Sections 3(d) and (e) and (b) for the period beginning on June 30, 2008 and
ending on August 29, 2008, any Servicer Events of Default and Amortization
Events arising from the Revolving Credit Default described in Section 3(c) of
the Revolving Credit Waiver.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SECTION 2.  Reservation of
Rights.  Other than as provided in Section 1 above, neither
Three Pillars nor the Administrator have waived, are not by this Waiver waiving,
and have no intention of waiving, any Event of Default, Amortization Event or
Servicer Event of Default which may be continuing on the date here.

    


    SECTION 3.  Representations and
Warranties.  Upon the effectiveness of this Waiver, (i) each of
CVTI and Covenant Nevada hereby reaffirms all representations and warranties
made by it in the Loan Agreement and agrees that all such representations and
warranties shall be deemed to have been remade as of the effective date of this
Waiver (except to the extent that such representation or warranties expressly
related to an earlier date) and (ii) each of CVTI and Covenant Nevada hereby
represents and warrants that no Unmatured Significant Event, Event of Default,
Amortization Event or Servicer Event of Default has occurred or is continuing
(other than as discussed herein).

    


    SECTION 4.  Binding
Effect.  This Waiver shall become binding upon and inure to the
benefit of the parties hereto and their successors and permitted assigns upon
the later to occur of (a) execution of this Waiver by each of the parties hereto
and (b) receipt by the Administrator of a waiver fee (which shall upon payment
be fully earned and non-refundable in whole or in part) in an amount equal to
0.10% of the Facility Limit.

    


    SECTION 5.  Governing
Law.  This Waiver will be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof (other than Section 5-1401 of the New York
General Obligations Law).

    


    SECTION 6.  Severability.  Each
provision of this Waiver shall be severable from every other provision of this
Waiver for the purposes of determining the legal enforceability of any provision
hereof, and the unenforceability of one or more provisions of this Waiver in one
jurisdiction shall not have the effect of rendering such provision or provisions
unenforceable in any other jurisdiction.

    


    SECTION 7.  Counterparts.  This
Waiver may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.  Delivery of an executed counterpart of a signature
page by facsimile shall be effective as delivery of a manually executed
counterpart of this Waiver.

    


    SECTION 8.  Expenses.  Covenant
Nevada agrees to pay all reasonable out of pocket costs and expenses incurred by
the Administrator (including fees and expenses of counsel) in connection with
the preparation and negotiation of this Waiver.

    


    


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

    


    
      	
              THREE
      PILLARS

            	
              THREE
      PILLARS FUNDING LLC

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Davis J. Hean

            
	 
      	 
      	
              Title:  Vice
      President

            
	 
      	 
      	 
      
	
              THE
      BORROWER:

            	
              CVTI
      RECEIVABLES CORP.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      M. David Hughes

            
	 
      	 
      	
              M.
      David Hughes

            
	 
      	 
      	
              Treasurer

            
	 
      	 
      	 
      
	
              THE
      ADMINISTRATOR:

            	
              SUNTRUST
      ROBINSON HUMPHREY, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Joseph R. Franke

            
	 
      	 
      	
              Title:  Director

            
	 
      	 
      	 
      
	
              THE
      MASTER SERVICER:

            	
              COVENANT
      TRANSPORTATION GROUP, INC.,

              a
      Nevada holding corporation

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      M. David Hughes

            
	 
      	 
      	
              M.
      David Hughes

            
	 
      	 
      	
              Senior
      Vice President, Treasurer

            
	 
      	 
      	 
      


    

    


     

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10-Q