Exhibit 10.27 (Amendment No. 3 to Limited Waiver to Amended and Restated Credit
      Agreement - Star Transaction)


    
      

    

     

    Exhibit
      10.27

    
 

    AMENDMENT
      NO. 3 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT
      AGREEMENT

    


    This
      Amendment No. 3 and Limited Waiver to Amended and Restated Credit Agreement
      (this “Agreement”)
      dated
      as of August 11, 2006 is made by and among COVENANT ASSET MANAGEMENT, INC.,
      a
      Nevada corporation (the “Borrower”),
      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 “Agent”),
      each
      of the Lenders signatory hereto and each of the Guarantors (as defined in the
      Credit Agreement) signatory hereto.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Borrower, the Parent, the Agent and the Lenders have entered into that certain
      Amended and Restated Credit Agreement dated as of December 16, 2004, as amended
      by Amendment No. 1 to Amended and Restated Credit Agreement dated as of July
      18,
      2005 and Amendment No. 2 to Amended and Restated Credit Agreement dated as
      of
      March 3, 2006 (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 Agreement 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;
      and

    


    WHEREAS,
      each of
      the Parent and the Guarantors has entered into a Facility 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 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; and

    


    WHEREAS,
      the
      Parent and the Borrower have advised the Agent and the Lenders that they desire
      to enter into certain agreements relating to the purchase by the Parent (either
      directly or indirectly through its wholly-owned Subsidiary) of 100% of the
      issued and outstanding shares of that certain truckload carrier identified
      by
      the Parent and previously disclosed to the Lenders (“Target”) in accordance with
      the terms and conditions set forth in that certain letter dated as of July
      31,
      2006 among the Parent, Star and the shareholders of Star (the “Proposed
      Transaction”);

    


    WHEREAS,
      in
      connection with the consummation of the Proposed Transaction, the Parent and
      the
      Borrower require waivers to and amendments of certain terms of the Credit
      Agreement;

    


    WHEREAS,
      if the
      Proposed Transaction is consummated, the Agent and the Lenders signatory hereto
      are willing so to effect such amendments to certain provisions of the Credit
      Agreement and waivers of certain covenants under the Credit Agreement, in each
      case as set forth below pursuant to the terms and conditions contained in this
      Agreement;

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      if the
      Proposed Transaction is not consummated upon the terms and conditions set forth
      herein, this Agreement shall be of no force or effect; 

    


    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
      following definition of “Proposed
      Transaction”
is
      hereby added to Section
      1.2:

    


    “Proposed
      Transaction”
means
      the purchase by the Parent (either directly or indirectly through its
      wholly-owned Subsidiary) of 100% of the issued and outstanding shares of that
      certain truckload carrier identified by the Parent and previously disclosed
      to
      the Lenders (“Target”) in accordance with the terms and conditions set forth in
      that certain letter dated as of July 31, 2006 among the Parent, Target and
      the
      shareholders of Target.

    


    (b)     The
      following
      definition of “Third
      Amendment”
is
      hereby added to Section
      1.2:

    


    “Third
      Amendment”
means
      that certain Amendment No. 3 and Limited Waiver to Amended and Restated Credit
      Agreement dated as of August 11, 2006 among the Borrower, the Parent, the Agent,
      the Lenders party thereto and each of the Guarantors.

    


    (c)     The
      following definition of “Third
      Amendment Effectiveness Date”
is
      hereby added to Section
      1.2:

    


    “Third
      Amendment Effectiveness Date”
means
      the date upon which the conditions set forth in Sections 3, 4 and 5 of the
      Third
      Amendment are satisfied.

    


    (d)     Section
      10.1(a)
      is
      hereby deleted in its entirety and the following is inserted in lieu
      thereof:

    


    Consolidated
      Tangible Net Worth.
      Permit
      Consolidated Tangible Net Worth to be less than (i) the minimum required amount
      of Consolidated Tangible Net Worth set forth in Line 1.a(d) of the certificate
      of an Authorized Representative in the form of Exhibit H to the Credit Agreement
      most recently delivered prior to the Third Amendment Effectiveness Date (the
      “Third
      Amendment Effectiveness Date Prior Quarter”)
      less
      the amount of intangible assets acquired in connection with the Proposed
      Transaction during the period from and including the Third Amendment
      Effectiveness Date until but excluding the last day of the fiscal quarter of
      the
      Parent ending after the Third Amendment Effectiveness Date Prior Quarter, and
      (ii) as at the last day of each fiscal quarter of the Parent ending after the
      Third Amendment Effectiveness Date Prior Quarter and until (but excluding)
      the
      last day of the next following fiscal quarter of the Parent, the sum of (A)
      the
      amount of Consolidated Tangible Net Worth required to be maintained


    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    pursuant
      to this Section
      10.1(a)
      as at
      the end of the immediately preceding fiscal quarter (or, in the case of the
      first fiscal quarter of the Parent ending after the Third Amendment
      Effectiveness Date, required to be maintained as of the Third Amendment
      Effectiveness Date), plus (B) 50% of Consolidated Net Income (with no reduction
      for net losses during any period) for the fiscal quarter of the Parent ending
      on
      such day (including within “Consolidated Net Income” certain items otherwise
      excluded, as provided for in the definition of “Consolidated Net Income”), plus
      (C) 100% of the aggregate amount of all increases in the stated capital and
      additional paid-in capital accounts of the Parent resulting from the issuance,
      sale or exchange of equity securities or other capital investments.

    


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

    


    (a)     waive
      any
      Default or Event of Default arising from the failure to comply with “the making
      of Acquisitions permitted hereunder” as set forth in Section
      2.2(i)
      of the
      Credit Agreement solely as a result of the Proposed Transaction;

    


    (b)     waive
      any
      Default or Event of Default arising from the failure to comply with Section
      10.2
      of the
      Credit Agreement solely as a result of entering into any agreement, contract,
      or
      binding commitment for the Proposed Transaction, provided that such waiver
      shall
      only apply to the excess of the amount by which the Costs of Acquisition of
      the
      Proposed Transaction, together with all other Costs of Acquisition incurred
      on
      or prior to the date of this Agreement during the current Fiscal Year exceeds
      20% of Consolidated Total Assets as of the end of the immediately preceding
      Fiscal Year;

    


    (c)     waive
      any
      Default or Event of Default arising from the failure to comply with Section
      10.6(a)
      of the
      Credit Agreement solely as a result of the Proposed Transaction;
      and

    


    (d)     waive
      any
      Default or Event of Default arising from the failure to comply with Section
      10.7(b)(iv)
      of the
      Credit Agreement solely as a result of the Proposed Transaction.

    


    The
      waivers set forth in this Section
      2
      are
      limited to the extent specifically set forth above and no other terms, covenants
      or provisions of the Credit Agreement or any other Loan Document are intended to
      be effected hereby.

    


    3.     Condition
      Precedent to Section 2(b) Waiver.
      The
      effectiveness of the limited waiver to the Credit Agreement provided in
      Paragraph 2(b) and of this Agreement other than with respect to Paragraphs
      1(b),
      1(c), 1(d), 2(a), 2(c) and 2(d) hereof shall be effective upon the Agent’s
      receipt of (i) originally executed counterparts of this Agreement, duly executed
      by the Agent, the Required Lenders, and on or before December 31, 2006, the
      Parent, the Borrower and each Guarantor and (ii) originally executed
      counterparts of the letter agreement, dated as of August 11, 2006, duly executed
      by the Parent, the Borrower and the Agent (the “Amendment
      Fee Letter”)
      and
      all fees and expenses payable to the Agent and the Lenders as of the date of
      execution hereof by the Required Lenders as set forth in the Amendment Fee
      Letter.

    


    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

          
          

        

      

    

    



    4.     Conditions
      Subsequent to Section 2(b) Waiver.
      The
      continued effectiveness of the limited waiver to the Credit Agreement provided
      in Paragraph 2(b) and of this Agreement other than with respect to Paragraphs
      1(b), 1(c), 1(d), 2(a), 2(c) and 2(d) hereof shall be conditioned upon
      satisfaction of the following conditions:

    


    (a)     The
      purchase agreement and all other documentation for the Proposed Transaction
      (the
“Proposed
      Transaction Documents”)
      which
      would violate Section 10.2 of the Credit Agreement but for the waiver set forth
      in Paragraph
      2(b)
      above
      shall, in the form executed, be consistent with the letter agreement dated
      as of
      July 31, 2006 among the Parent, Target, and the shareholders of Target (the
      “Letter
      of Intent”);
      and

    


    (b)     The
      Agent
      shall have received a certificate executed by an Authorized Representative
      of
      the Parent as to the matters set forth in Paragraph 4(a) above and attaching
      true, correct and complete copies of each of the Proposed Transaction Documents
      as soon as is reasonably practicable on or after the date of execution of the
      Proposed Transaction Documents (but in no event later than the next Business
      Day
      after such date of execution of the Proposed Transaction
      Documents).

    


    5.     Conditions
      Precedent to Amendments and additional Waivers.
      The
      amendments to the Credit Agreement provided in Paragraph
      1(b), 1(c), and 1(d),
      and the
      limited waivers to the Credit Agreement provided in Paragraphs
      2(a), 2(c) and 2(d)
      shall be
      effective upon the satisfaction of the following conditions
      precedent:

    


    (a)     The
      Proposed Transaction (i) is consummated and effective on or before December
      31,
      2006, (ii) is consummated in accordance with all applicable laws following
      receipt of all consents and approvals required to be obtained from any
      Governmental Authority or other Person in connection with the Proposed
      Transaction, and (iii) is consummated pursuant to documentation consistent
      with
      the Letter of Intent.

    


    (b)     Immediately
      upon giving effect to the Proposed Transaction, Target shall be a wholly-owned
      direct or indirect Subsidiary of the Parent.

    


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

    


    
      	               	
              (i)

            	
              a
                certificate dated as of the Third Amendment Effectiveness Date executed
                by
                an Authorized Representative of each the Borrower and the Parent
                as to the
                matters set forth in Paragraphs
                5(a), 5(b), 8(a), 8(b), 8(c) and 8(e)
                of
                this Agreement;

            


    

    


    
      	               	
              (ii)

            	
              true
                and complete copies of consents to the Proposed Transaction by (x)
                Bank of
                America, N.A., as lender under that certain Loan Agreement dated
                as of
                March 1, 2000 between Target and Bank of America, N.A., as amended
                through
                the date hereof (the “Target/Bank
                of America Loan Agreement”)
                and (y) AmSouth Bank, as lender under that certain Amended and Restated
                Loan Agreement dated as of March 1, 2006 between AmSouth Bank and
                Target,
                as amended through the date hereof (the “Target/AmSouth
                Loan Agreement”);

            


    

    


    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          
          

        

      

    

    



    
      	               	
              (iii)

            	
              a
                duly completed and executed certificate of an Authorized Representative
                dated as of the Third Amendment Effectiveness Date in the form of
                Exhibit
                H to the Credit Agreement, with respect to the fiscal quarter ending
                June 30, 2006, demonstrating compliance with the financial covenants
                contained in Article
                X
                of
                the Credit Agreement, as amended hereby, after giving pro forma effect
                to
                the Proposed Transaction; and

            


    

    


    
      	               	
              (iv)

            	
              such
                other documents, instruments, opinions, certifications, undertakings,
                further assurances and other matters as the Agent shall reasonably
                request.

            


    

    


    (d)     The
      Parent and the Borrower shall have paid the fees in the amounts and at the
      times
      specified in the Amendment Fee Letter.

    


    (e)     all
      fees and
      expenses payable to the Agent and the Lenders (including the fees and expenses
      of counsel to the Agent) accrued to date shall have been paid in full to the
      extent invoiced prior to or on the effective date of this Agreement, but without
      prejudice to the later payment of accrued fees and expenses not so
      invoiced.

    


    6.     Conditions
      Subsequent to Amendments and additional Waivers.
      The
      continued effectiveness of the amendments to the Credit Agreement provided
      in
Paragraph
      1(b), 1(c), and 1(d),
      and the
      limited waivers to the Credit Agreement provided in Paragraphs
      2(a), 2(c) and 2(d)
      shall be
      conditioned upon satisfaction of the following conditions:

    


    (a)     Substantially
      simultaneously with the consummation of the Proposed Transaction or immediately
      thereafter, each of the Parent and the Borrower shall have complied with the
      requirements set forth in Section
      9.19
      of the
      Credit Agreement with respect to Target and the Agent shall have received the
      documents required thereunder.

    


    (b)     Substantially
      simultaneously with the consummation of the Proposed Transaction or immediately
      thereafter, the Agent shall have received true and complete copies of amendments
      to (x) the Target/Bank of America Loan Agreement and (y) the Target/AmSouth
      Loan
      Agreement, in each case as necessary not to violate or conflict with the Credit
      Agreement.

    


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

     

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

    


    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

          
          

        

      

    

    
 

    (a)     The
      representations and warranties made by the Parent and the Borrower in
Article
      VIII
      of the
      Credit Agreement (after giving effect to this Agreement) 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
      9.1
      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 Agreement
      constitute all Persons who are required (as of the date hereof) 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, and each such Person has
      executed and delivered a Facility Guaranty; 

    


    (d)     This
      Agreement has been duly authorized, executed and delivered by the Parent, the
      Borrower and the 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 has occurred and is continuing either immediately prior to
      or
      immediately after the effectiveness of this Agreement. 

    


    9.     Entire
      Agreement.
      This
      Agreement, together with the Amendment Fee Letter and 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 not one of them 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 Agreement
      may
      be changed, modified, waived or canceled orally or otherwise, except as
      permitted pursuant to Section
      13.6
      of the
      Credit Agreement.

    


    10.     Full
      Force and Effect of Agreement.
      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.

    


    


    
      
        
          
          

        

        
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    11.     Counterparts.
      This
      Agreement 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.

    


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

    


    13.     Enforceability.
      Should
      any one or more of the provisions of this Agreement 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.

    


    14.     References.
      All
      references in any of the Loan Documents to the “Credit Agreement” shall mean the
      Credit Agreement, as amended hereby.

    


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

    


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

    


    


    [Signature
      pages follow.]

    


    


    


    


    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

          
          

        

      

    

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this instrument to be made, executed and delivered
      by
      their duly authorized officers as of the day and year first above
      written.

    


    
      	 	
              BORROWER:

            
	 	 	 
	 	
              COVENANT
                ASSET MANAGEMENT, INC.,
                a
                

              Nevada
                corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President

            
	 	 	 
	 	 	 
	 	
              PARENT:

            
	 	 	 
	 	
              COVENANT
                TRANSPORT, INC., a
                Nevada 

              corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President
                and Chief Executive Officer

            


    

    


    Signature
      Page


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              GUARANTORS:

            
	 	 	 
	 	
              COVENANT
                TRANSPORT, INC.,

              a
                Tennessee corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President
                and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              HAROLD
                IVES TRUCKING CO.,

              an
                Arkansas corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President

            
	 	 	 
	 	 	 
	 	
              SOUTHERN
                REFRIGERATED TRANSPORT, 

              INC.,
                an
                Arkansas corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              COVENANT.COM,
                INC.,

              a
                Nevada corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President
                and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              CIP,
                INC.,

              a
                Nevada corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                David Parker

            
	 	
              Name:

            	
              David
                Parker

            
	 	
              Title:

            	
              President

            


    

    


    Signature
      Page


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              AGENT:

            
	 	 	 
	 	
              BANK
                OF AMERICA, N.A.,
                as Agent

            
	 	 	 
	 	
              By:

            	
              /s/
                Michael Brashler

            
	 	
              Name:

            	
              Michael
                Brashler

            
	 	
              Title:

            	
              Vice
                President

            


    

     

    Signature
      Page

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              LENDERS:

            
	 	 	 
	 	
              BANK
                OF AMERICA, N.A.

            
	 	 	 
	 	
              By:

            	
              /s/
                Andrew Buunton

            
	 	
              Name:

            	
              Andrew
                Buunton

            
	 	
              Title:

            	
              Vice
                President

            


    

     

    Signature
      Page

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              NATIONAL
                CITY BANK OF KENTUCKY

            
	 	 	 
	 	
              By:

            	
              /s/
                Kevin L. Anderson

            
	 	
              Name:

            	
              Kevin
                L. Anderson

            
	 	
              Title:

            	
              SVP

            


    

     

    Signature
      Page


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              BRANCH
                BANKING AND TRUST COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                R. Andrew Beam

            
	 	
              Name:

            	
              R.
                Andrew Beam

            
	 	
              Title:

            	
              Senior
                Vice President

            


    

     

    Signature
      Page

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              FIRST
                TENNESSEE BANK NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Mark A. Stewart

            
	 	
              Name:

            	
              Mark
                A. Stewart

            
	 	
              Title:

            	
              Senior
                Vice President

            


    

     

    Signature
      Page

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              AMSOUTH
                BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                W. Walter Robinson III

            
	 	
              Name:

            	
              W.
                Walter Robinson III

            
	 	
              Title:

            	
              Vice
                President

            


    

     

    Signature
      Page

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              BNP
                PARIBAS

            
	 	 	 
	 	
              By:

            	
              /s/
                Brad Ellis

            
	 	
              Name:

            	
              Brad
                Ellis

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	
              By:

            	
              /s/
                Becky Ortega

            
	 	
              Name:

            	
              Becky
                Ortega

            
	 	
              Title:

            	
              Vice
                President

            


    

     

    Signature
      Page

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SUNTRUST
                BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                J. H. Miles

            
	 	
              Name:

            	
              J.
                H. Miles

            
	 	
              Title:

            	
              Managing
                Director

            


    

    
Signature
      Page

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Back
      to Form 10-Q