AMENDMENT NO. 14 TO LOAN AGREEMENT (CVTI/Covenant Transport)
Exhibit 10.31
AMENDMENT
NO. 14 TO LOAN AGREEMENT
(CVTI/Covenant
Transport)
THIS AMENDMENT NO. 14 TO LOAN
AGREEMENT, dated as of December 4, 2007 (the “Amendment”), is entered into by and
among THREE PILLARS FUNDING LLC, formerly known as Three Pillars Funding
Corporation, as lender (“Three
Pillars”), SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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”). 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 “Scheduled Commitment Termination Date” in Section 1.1 of the Loan
Agreement is hereby deleted and replaced with the following:
“Scheduled Commitment
Termination Date: June 4, 2008.”
(b) Section
2.1 of the Loan Agreement is hereby deleted and replaced with the
following:
“On the
terms and subject to the conditions set forth in this Agreement, Lender agrees
to make loans to Borrower on a revolving basis from time to time (the “Lender’s
Commitment”) before the Commitment Termination Date in such amounts as may be
from time to time requested by Borrower pursuant to Section 2.2; provided,
however, that the aggregate principal amount of all Loans from time to time
outstanding hereunder shall not exceed the lesser of (a) $60,000,000 (the
“Facility Limit”) and (b) the Borrowing Base. Within the limits of
Lender’s Commitment, Borrower may borrow, prepay and reborrow under this Section
2.1.”
(c) Section
10.2(c) of the Loan Agreement is hereby deleted and replaced with the
following:
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“(c)
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Default Ratio.
The Default Ratio shall be equal to or exceed 1.0% on a rolling three
month average basis.”
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(d) Section
10.2(d) of the Loan Agreement is hereby deleted and replaced with the
following:
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“(d)
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Delinquency
Ratio. The Delinquency Ratio shall be equal to or exceed 1.85% on a
rolling three month average basis.”
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(e) Section
10.2(e) of the Loan Agreement is hereby deleted and replaced with the
following:
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“(e)
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Dilution
Ratio. The Dilution Ratio shall be equal to or exceed 1.25% on
a rolling three month average
basis.”
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(f) Section
10.2(f) of the Loan Agreement is hereby deleted and replaced with the
following:
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“(f)
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Accounts
Receivable Turnover Ratio. The Accounts Receivable Turnover
Ratio is less than 7.50 for any Due
Period.”
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(g) Section
11.7(h) of the Loan Agreement is hereby deleted and replaced with the
following:
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“(h)
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Covenant
Nevada shall fail to pay any Debt in excess of $5,000,000 when due or a
default shall have occurred (regardless of whether or not such default has
been waived or is continuing) with respect to any such
Debt.
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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, the Administrator shall have
received from CVTI a fully executed original of the Second Amended and Restated
Lender Note, dated the date hereof, and of the Second Amended and Restated Fee
Letter, dated as of the date hereof. 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.
[Remainder
of Page Intentionally Left Blank]
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.
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THREE
PILLARS:
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THREE
PILLARS FUNDING LLC
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice
President
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THE
BORROWER:
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CVTI
RECEIVABLES CORP.
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By:
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/s/
M. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
Treasurer
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THE
ADMINISTRATOR:
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SUNTRUST
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Managing
Director
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THE
MASTER SERVICER:
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COVENANT
TRANSPORTATION GROUP, INC.,
a
Nevada holding corporation
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By:
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/s/
M. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Treasurer
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(Signature Page to Amendment No. 14 to
Loan Agreement (CVTI/Covenant Transport))