Exhibit 10.28 (Amendment No. 10 to Loan Agreement)


    
      
        

      
 

      Exhibit
        10.28

      


      


      


      AMENDMENT
        NO. 10 TO

      LOAN
        AGREEMENT

      (CVTI/Covenant
        Transport)

      


      


      THIS
        AMENDMENT NO. 10 TO LOAN AGREEMENT, dated as of July 7, 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 “Concentration Limit” is hereby amended in its entirety to read as
        follows:

      


      “Concentration
        Limit:
        For any
        Obligor (a) whose (i) short term unsecured debt rating is (A) equal to both
        A1+
        by S&P and P1 by Moody’s, 12.0%, (B) equal to both A1 by S&P and P1 by
        Moody’s, 10.0%, (C) equal to both A2 by S&P and P2 by Moody’s, 8.0%, (D)
        equal to both A3 by S&P and P3 by Moody’s, 7.0%; provided,
        however, if such Obligor is rated by both Moody’s and S&P and has a split
        rating, the applicable rating will be the lower of the two ratings, or (ii)
        in
        the absence of short term unsecured debt ratings by both Rating Agencies,
        whose
        long term unsecured debt rating is (A) equal to both AAA by S&P and Aaa by
        Moody’s, 12.0%, (B) equal to both AA-, AA or AA+ by S&P and Aa3, Aa2 or Aa1
        by Moody’s, 10.0%, (C) equal to both A-, A or A+ by S&P and A3, A2 or A1 by
        Moody’s, 8.0%, (D) equal to both BBB-, BBB or BBB+ by S&P and Baa3, Baa2 or
        Baa1 by Moody’s, 7.0%; provided,
        however, if such Obligor is rated by both Moody’s and S&P and has a split
        rating, the applicable rating will be the lower of the two ratings or (b)
        that
        has no short term unsecured debt rating or long term unsecured debt rating
        or is
        rated below any of the foregoing rating categories, 3.0%, in each case, of
        the
        Aggregate Unpaid Balance. The Concentration Limit for a Special Obligor shall
        be
        6%.”

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      “Reserve
        Floor:
        For any
        Due Period, the sum of (a) 15.0% and (b) the product of (i) the Expected
        Dilution Ratio for such Due Period and (ii) the Dilution Horizon Ratio for
        such
        Due Period.”

      


      (c)     The
        definition of “Special Obligor” is hereby amended in its entirety to read as
        follows:

      


      “Special
        Obligor:
        Shaw
        Industries, Inc.”

      


      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 as of the date (the “Effective
        Date”)
        on
        which each of the parties hereto delivers to the Administrator a fully executed
        original of this Amendment. On and after the 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 shall be governed by, and construed in accordance with, the laws
        of
        the State of New York.

      


      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. 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.

      
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      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
                  BORROWER: 

              	
                CVTI
                  RECEIVABLES CORP.

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Richard B. Cribbs

              
	 	
                Title:

              	
                Assistant
                  Treasurer

              
	 	 	 
	 	 	 
	
                THE
                  ADMINISTRATOR: 

              	
                SUNTRUST
                  CAPITAL MARKETS, INC.

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  James R. Bennison

              
	 	
                Name:

              	
                James
                  R. Bennison

              
	 	
                Title:

              	
                Managing
                  Director

              
	 	 	 
	 	 	 
	
                THE
                  MASTER SERVICER: 

              	
                COVENANT
                  TRANSPORT, INC.,

              
	 	
                a
                  Nevada holding corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Richard B. Cribbs

              
	 	
                Title:

              	
                Controller,
                  Assistant Secretary, and

                Assistant
                  Treasurer

              


      

      


      


      (Signature
        Page to Amendment No. 10 to Loan Agreement (CVTI/Covenant
        Transport))

       

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        10-Q