Exhibit 10.25 (Amendment No. 2 to Amended and Restated Credit Agreement)


    
      

    

    Exhibit
      10.25

    
      
 

      AMENDMENT
        NO. 2 TO AMENDED AND RESTATED

      CREDIT
        AGREEMENT

      


      This
        Amendment No. 2 to Amended and Restated Credit Agreement (this "Agreement")
        dated
        as of March 3, 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 (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 in respect the Loans
        and the
        Loan Documents; and

      


      WHEREAS,
        the
        Parent and the Borrower have advised the Agent and the Lenders that they
        desire
        to amend certain provisions of the Credit Agreement as set forth below, and
        the
        Agent and the Lenders signatory hereto are willing so to effect such amendments
        contained herein on the terms and conditions contained in this
        Agreement;

      


      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. Amendment
        to Credit Agreement.
        Subject
        to the terms and conditions set forth herein, the Credit Agreement is hereby
        amended by deleting the definition of "Total Letter of Credit Commitment"
        in its
        entirety and inserting the following in its place:

      


      "Total
        Letter of Credit Commitment" means an amount not to exceed
        $85,000,000.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      2. Conditions
        Precedent.
        This
        Agreement and the amendments to the Credit Agreement provided in Paragraph
        1
        shall be
        effective upon the satisfaction of the following conditions
        precedent:

      


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

      


      (i) ten
        (10)
        original counterparts of this Agreement, duly executed by the Parent, the
        Borrower, the Agent, each Guarantor, and each Lender; and

      


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

      


      (b) 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.

      


      3. 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 Documents 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.

      


      4. 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:

      


      (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 warran-ties 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; 

      



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (c) The
        Persons appearing as Guarantors on the signature pages to this Agreement
        constitute all Persons who are required 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. 

      


      5. Entire
        Agreement.
        This
        Agreement, 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 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.

      


      6. 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. 

      


      7. 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.

      


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

      


      9. 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.

      


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


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      11. 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.

      


      12. 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.]

      


      


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      



      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/
                Joey Hogan
	 	
                Name:

              	Joey
                Hogan
	 	
                Title:

              	EVP/CFO
	 	 	 
	 	 	 
	 	
                PARENT:

              
	 	 	 
	 	
                COVENANT
                  TRANSPORT, INC.,
                  a
                  Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
Joey
                Hogan
	 	
                Name:

              	Joey
                Hogan
	 	
                Title:

              	EVP/CFO


      

      


      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                GUARANTORS:

              
	 	 	 
	 	
                COVENANT
                  TRANSPORT, INC., 

                a
                  Tennessee corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Joey Hogan
	 	
                Name:

              	Joey
                Hogan 
	 	
                Title:

              	EVP/CFO 
	 	 	 
	 	 	 
	 	
                HAROLD
                  IVES TRUCKING CO.,

                an
                  Arkansas corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Joey Hogan 
	 	
                Name:

              	Joey
                Hogan 
	 	
                Title:

              	EVP/CFO 
	 	 	 
	 	
                SOUTHERN
                  REFRIGERATED TRANSPORT, 

                INC.,

                an
                  Arkansas corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Joey Hogan 
	 	
                Name:

              	Joey
                Hogan 
	 	
                Title:

              	EVP/CFO 
	 	 	 
	 	 
	 	
                COVENANT.COM,
                  INC.,

                a
                  Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Joey Hogan
	 	
                Name:

              	Joey
                Hogan 
	 	
                Title:

              	EVP/CFO 
	 	 	 
	 	 
	 	
                CIP,
                  INC.,

                a
                  Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Joey Hogan 
	 	
                Name:

              	Joey
                Hogan 
	 	
                Title:

              	EVP/CFO 


      


      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                AGENT:

              
	 	 	 
	 	
                BANK
                  OF AMERICA, N.A.,
                  as Agent

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Ronaldo Naval 
	 	
                Name:

              	Ronaldo
                Naval
	 	
                Title:

              	Vice
                President


      

      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                LENDERS: 

              
	 	 	 
	 	
                BANK
                  OF AMERICA, N.A.

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Andrew Bunton
	 	
                Name:

              	Andrew
                Bunton
	 	
                Title:

              	Vice
                President


      

      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                NATIONAL
                  CITY BANK OF KENTUCKY

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Kevin L. Anderson
	 	
                Name:

              	Kevin
                L. Anderson
	 	
                Title:

              	Senior
                Vice
                President


      

      


      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                BRANCH
                  BANKING AND TRUST COMPANY

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Jim Valvilides
	 	
                Name:

              	Jim
                Valvilides 
	 	
                Title:

              	 


      

      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                FIRST
                  TENNESSEE BANK NATIONAL 

                ASSOCIATION

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Robert T. Lusk
	 	
                Name:

              	Robert
                T. Lusk
	 	
                Title:

              	Vice
                President


      

      


      


      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                AMSOUTH
                  BANK

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Walter Robinson
	 	
                Name:

              	Walter
                Robinson
	 	
                Title:

              	VP


      

      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                BNP
                  PARIBAS

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Mike Shryock 
	 	
                Name:

              	Mike
                Shryock 
	 	
                Title:

              	Managing
                Director
	 	 	 
	 	
                By:

              	/s/
                Aurora L. Abella 
	 	
                Name:

              	Aurora
                L. Abella 
	 	
                Title:

              	Vice
                President


      

      


      



      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                SUNTRUST
                  BANK

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                William H. Crawford
	 	
                Name:

              	William
                H. Crawford
	 	
                Title:

              	Director


      

      
 

       

      
        
          Signature
            Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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      10-Q