Exhibit 10.16 Amendment No. 8 to Loan Agreement


Exhibit 10.16

 



Execution
Version










AMENDMENT
NO. 8 TO

LOAN
AGREEMENT

(CVTI/Covenant
Transport)







     THIS
AMENDMENT NO. 8 TO LOAN AGREEMENT, dated as of March 29, 2005 (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.
	
      Limited
      Waiver.
	 






(a)     Pursuant
to Section 10.2(d) of the Loan Agreement, an Amortization Event shall occur if
the Delinquency Ratio equals or exceeds 2.00% on a rolling three month average
basis. CVTI has informed the Administrator that the Delinquency Ratio was
breached as of February, 2005 and that an Amortization Event has
occurred.




(b)     CVTI
hereby requests a waiver of, and the Administrator and Three Pillars hereby
agree to waive such breach for the month of February, 2005 and the Amortization
Event with respect to such breach, such waiver to be effective solely with
respect the breach described in clause (a) above and solely for the month of
February, 2005.




(c)     The
execution, delivery and effectiveness of this waiver shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Administrator or Three Pillars under the Loan Agreement or any of the other
Transaction Documents.





	 	
         
      SECTION 2.
	
      Amendments
      to the Loan Agreement.
	 






Effective
as of the date first set forth above, Section 10.2(d) of the Loan Agreement is
hereby deleted and replaced with the following:





 























“(d) Delinquency
Ratio. The
Delinquency Ratio shall be equal to or exceed 2.50% on a rolling three month
average basis.”





	 	
           
      SECTION 3.
	
      Representations,
      Warranties and Covenants.
	 






CVTI
hereby represents, warrants to Three Pillars and the Administrator that each of
the representations and warranties made by it or on its behalf in any of the
Transaction Documents is true and correct as of the date of this Amendment with
the same full force and effect as if each of such representations and warranties
had been made by it on the date hereof and in this Amendment. CVTI further
represents and warrants to Three Pillars and the Administrator that: (i) the
execution, delivery and performance by it of this Amendment are within its
corporate powers, have been duly authorized by all necessary action, will not
violate any requirement of law or contractual obligation of CVTI and will not
result in, or require, the creation or imposition of any lien on any of its
properties or revenues, (iii) no authorization or approval or other action by,
and no notice or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by it of this
Amendment, (iv) this Amendment is its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally and (v) it is in compliance
with all applicable requirements of law where the failure to be in compliance is
reasonably likely to have a Material Adverse Effect. The representations and
warranties set forth above shall survive the execution of this
Amendment.





	 	
           
      SECTION 4.
	
      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. On and after the date
hereof, 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 5.
	
      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 6.
	
      Governing
      Law.
	 






This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.





2
























	 	
            SECTION
      7.
	
      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. In case any provision in 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.




[Remainder
of Page Intentionally Left Blank]

















3




















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
	 
	 	 	
      Title:
	
      Vice
      President
	 
	 	 	 	 
	
      THE
      ADMINISTRATOR:
	 	
      SUNTRUST
      CAPITAL MARKETS, INC.
	 
	 	 	 	 
	 	 	 	 
	 	 	
      By:
	
      /s/
      James R. Bennison
	 
	 	 	
      Title:
	
      Managing
      Director
	 









[additional
signatures follow]











(Signature
Page to Amendment No. 8 to Loan Agreement (CVTI/Covenant
Transport))



























	
      THE
      BORROWER:
	 	
      CVTI
      RECEIVABLES CORP.
	 
	 	 	 	 
	 	 	 	 
	 	 	
      By:
	
      /s/
      Joey B. Hogan
	 
	 	 	
      Title:
	
      Treasurer
      and Chief Financial 

      Officer
	 
	 	 	 	 
	
      THE
      MASTER SERVICER:
	 	
      COVENANT
      TRANSPORT, INC.,
	 
	 	 	
      a
      Nevada holding corporation
	 
	 	 	 	 
	 	 	 	 
	 	 	
      By:
	
      /s/
      Joey B. Hogan
	 
	 	 	
      Title:
	
      Executive
      Vice President 

      and
      Chief Financial Officer
	 









[end of
signatures]

 






(Signature
Page to Amendment No. 8 to Loan Agreement (CVTI/Covenant
Transport))