AMENDMENT NO. 2
TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment"), dated and
effective as of the 26th day of February, 2003, 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, in its capacity as a Lender ("Bank
of America"), and each other financial institution which is a party to the
Credit Agreement (as defined below) and has executed and delivered a signature
page hereto (hereinafter such financial institutions may be referred to
individually as a "Lender" or collectively as the "Lenders"); and
BANK OF AMERICA, N.A., a national banking association organized and
existing under the laws of the United States, in its capacity as agent for the
Lenders (in such capacity, the "Agent").
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Parent, the Lenders and the Agent are parties to
that certain Credit Agreement dated as of December 13, 2000 (as amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), pursuant
to which the Lenders agreed to make available to the Borrower a revolving credit
facility of up to $120,000,000 including (i) a letter of credit subfacility of
up to $10,000,000 for the issuance of standby and commercial letters of credit
and (ii) a swing line subfacility of up to $5,000,000; and
WHEREAS, pursuant to that certain Amendment No. 1 to Credit Agreement dated
as of August 28, 2001 ("Amendment No.1"), the Agent and Lenders agreed to
increase the maximum amount available under the letter of credit subfacility
from $10,000,000 to $20,000,000 without any increase in the Total Revolving
Credit Commitment; and
WHEREAS, pursuant to that certain Assignment and Acceptance dated as of
February 26, 2003 and effective immediately prior hereto, Bank One, N.A.
assigned to Branch Banking and Trust Company its entire interest in its
Revolving Credit Commitment under the Credit Agreement equal to the principal
amount of $15,000,000; and
WHEREAS, effective immediately prior hereto, Wachovia Bank, National
Association, successor in interest to First Union National Bank ("Wachovia") is
no longer a Lender, having been paid in full with regard to all outstanding
amounts due thereto under the terms of the Credit Agreement, reducing the Total
Revolving Credit Commitment from $120,000,000 to $95,000,000.
WHEREAS, the Borrower and the Parent desire to increase the Total Revolving
Credit Commitment from $95,000,000 to $100,000,000; and
WHEREAS, Bank of America, N.A. desires to increase its Revolving Credit
Commitment under the Credit Agreement from $30,000,000 to $35,000,000; and
WHEREAS, the Borrower and the Parent have requested that the Credit
Agreement be amended in the manner set forth herein in order to (i) extend the
Stated Termination Date until December 13, 2005, (ii) increase the maximum
amount available under the letter of credit subfacility from $20,000,000 to
$50,000,000, (iii) increase the Total Revolving Credit Commitment from
$95,000,000 to $100,000,000, (iv) increase the Revolving Credit Commitment of
Bank of America, N.A. from $30,000,000 to $35,000,000, and (v) clarify certain
exhibits, and subject to the terms and conditions of Section 13.6 of the Credit
Agreement and those set forth below, the Agent and the Lenders are willing to
agree to the requested amendment;
NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:
1. Definitions. All capitalized terms used herein without definition shall
have the meanings set forth in the Credit Agreement.
2. Amendment to the Credit Agreement.
(a) The first "Whereas" clause on the first page of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
"WHEREAS, the Borrower has requested that the Lenders make
available to the Borrower a revolving credit facility of up to
$100,000,000, the proceeds of which are to be used as provided in
Section 2.2 hereof and which shall include a letter of credit facility
of up to $50,000,000 for the issuance of standby and commercial
letters of credit and a swing line facility of up to $5,000,000; and"
(b) The following definitions in Section 1.1 of the Credit Agreement
are hereby amended and restated in their entirety to read as follows:
"'Stated Termination Date' means December 13, 2005."
"`Total Letter of Credit Commitment' means an amount not to
exceed $50,000,000."
"`Total Revolving Credit Commitment' means a principal amount
equal to $100,000,000, as reduced from time to time in accordance with
Section 2.1(e) and as increased from time to time in accordance with
Section 2.1(f)."
(c) Section 10.4 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"10.4. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, howsoever evidenced, except:
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(a) Indebtedness existing as of the Closing Date as set
forth in Schedule 8.6, including without limitation the Senior
Notes and the Synthetic Lease Obligations described in clause (i)
of the definition of such term; provided, none of the instruments
and agreements evidencing or governing such Indebtedness shall be
amended, modified or supplemented after the Closing Date to
change any terms of subordination, repayment or rights of
enforcement, conversion, put, exchange or other rights from such
terms and rights as in effect on the Closing Date;
(b) Indebtedness owing to the Agent or any Lender in
connection with this Agreement, any Note or other Loan Document;
(c) the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of
business;
(d) purchase money Indebtedness not to exceed an aggregate
outstanding principal amount at any time of $25,000,000;
(e) Indebtedness arising from Rate Hedging Obligations
permitted under Section 10.15;
(f) Subordinated Indebtedness;
(g) unsecured intercompany Indebtedness for loans and
advances made by the Borrower or any Subsidiary to the Parent or
any other Guarantor which (i) in each instance are evidenced by
Intercompany Borrowing Notes that have been delivered to the
Collateral Agent in compliance with the terms of the Intercompany
Note Pledge Agreements and (ii) collectively do not exceed at any
time in aggregate principal amount the sum of Revolving Credit
Outstandings at such time plus amounts available at such time
under the Revolving Credit Facility for borrowing by the Borrower
as Revolving Loans;
(h) additional unsecured Indebtedness consisting of loans
and advances made by Volunteer Insurance Company, a direct or
indirect Subsidiary of the Parent, to the Borrower or the Parent,
provided that the aggregate outstanding principal amount of all
such other Indebtedness permitted under this clause (h) shall in
no event exceed $5,000,000 at any time for each of the Borrower,
the Parent and each Subsidiary in the aggregate;
(i) additional unsecured Indebtedness for Money Borrowed not
otherwise covered by clauses (a) through (h) above, provided that
the aggregate outstanding principal amount of all such other
Indebtedness permitted under this clause (i) shall in no event
exceed $5,000,000 at any
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time for each of the Borrower, the Parent and each Subsidiary in
the aggregate;
(j) Indebtedness arising in connection with any Permitted
Receivables Securitization; and
(k) Indebtedness extending the maturity of, or renewing,
refunding or refinancing, in whole or in part, Indebtedness
incurred under clauses (a), (d), (f), (h) and (i) of this Section
10.4, provided that (A) the terms of any such extension, renewal,
refunding or refinancing Indebtedness (and of any agreement or
instrument entered into in connection therewith) are no less
favorable to the Agent and the Lenders than the terms of the
Indebtedness as in effect prior to such action, and provided
further that immediately before and immediately after giving
effect to any such extension, renewal, refunding or refinancing,
no Default or Event of Default shall have occurred and be
continuing, and (B) notwithstanding anything in the foregoing to
the contrary, any renewal, refunding or refinancing of the Senior
Notes, the Synthetic Lease Obligations, or the Permitted
Receivables Securitization shall require the consent of the Agent
and the Required Lenders.
(d) EXHIBIT A of the Credit Agreement is hereby deleted in its
entirety and replaced with EXHIBIT A attached hereto as EXHIBIT 1 for the
purpose of revising the Revolving Credit Commitments and Applicable
Commitment Percentages contained therein.
(e) EXHIBIT H of the Credit Agreement is hereby deleted in its
entirety and replaced with EXHIBIT H attached hereto as EXHIBIT 2 for the
purpose of revising Part 1.b.(a) thereof to list separately "Letter of
Credit Outstandings", "Revolving Credit Outstandings", and "Swing Line
Outstandings" apart from "Other Indebtedness for Money Borrowed."
(f) EXHIBIT K of the Credit Agreement is hereby deleted in its
entirety and replaced with EXHIBIT K attached hereto as EXHIBIT 3 for the
purpose of revising Part III. 2. thereof to encompass the definition of
"Outstandings" instead of being limited to the definition of "Revolving
Credit Outstandings."
3. Waiver and Consent. Subject to the terms and conditions hereof, the
Required Lenders hereby consent to the following:
(a) the Required Lenders hereby waive the requirements of Section 9.19
of the Credit Agreement with respect to Volunteer Insurance Company, a
direct or indirect Subsidiary of the Borrower ("Volunteer"). This waiver
shall additionally be effective with respect to Borrower's representations
and warranties contained in Sections 8.4 and 8.5 of the Credit Agreement
with respect to Volunteer. This is a one-time waiver only with respect to
Volunteer, and shall in no way serve to waive any obligations of the
Borrower, other than as expressly set forth above, including but not
limited to all future obligations to comply with Section 9.19 and all other
provisions of the Credit Agreement;
4
provided however, not withstanding the foregoing, upon notice to Borrower,
the Required Lenders may rescind this waiver of the requirements of Section
9.19 with respect to Volunteer at any time prior to the Stated Termination
Date.
(b) the Required Lenders hereby waive the requirements of Section 4.7
and Section 13.3(b) with respect to payments received by Wachovia in
satisfaction of all outstanding amounts due thereto in connection with its
removal as a Lender under the terms of the Credit Agreement. This is a
one-time waiver and shall in no way serve to waive any obligations under
the Credit Agreement, other than as expressly set forth above, including
but not limited to all future obligations to comply with Sections 4.7,
13.3(b), and all other provisions of the Credit Agreement.
4. Conditions to Effectiveness. As a condition to the effectiveness of this
Amendment the Borrower shall cause the following to be delivered to the Agent:
(a) Ten (10) original counterparts of this Amendment executed by the
Borrower, the Parent, the Guarantors and each Lender;
(b) a promissory note of even date herewith substantially in the form
of EXHIBIT F-1 of the Credit Agreement executed by the Borrower in favor of
Branch Banking and Trust Company with a Revolving Credit Commitment in the
maximum aggregate principal amount at any time outstanding of $15,000,000;
(c) an amended and restated promissory note of even date herewith
substantially in the form of EXHIBIT F-1 of the Credit Agreement executed
by the Borrower in favor of Bank of America, N.A. with a Revolving Credit
Commitment in the maximum aggregate principal amount at any time
outstanding of $35,000,000; and
(d) a resolution of the board of directors of each of the Borrower and
the Parent certified by its secretary or assistant secretary approving and
adopting this Amendment, and authorizing the execution and delivery
thereof.
5. Guarantors. Each of the Guarantors has joined in the execution of this
Amendment for the purpose of consenting to the amendment contained herein,
including the increase of the Total Letter of Credit Commitment to an amount not
to exceed $50,000,000, and reaffirming its guaranty of the Obligations pursuant
to the terms of the Parent Guaranty Agreement and the Subsidiary Guaranty
Agreement.
6. Representations and Warranties. The Borrower and Parent hereby certify
that:
(a) The representations and warranties made by Borrower and Parent in
Article VIII of the Credit Agreement are true on and as of the date hereof
except that (i) the financial statements referred to in Section 8.6 shall
be those most recently furnished to the Agent pursuant to Section 9.1, and
(ii) the proviso at the end of Section 8.1(b) is no longer applicable, as
CTI is now qualified to transact business in the State of Ohio;
(b) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower, the Parent, or their Subsidiaries,
taken as a whole, since the
5
date of the most recent financial reports of the Parent and its
Subsidiaries received by the Agent and each Lender under Section 9.1
thereof; and
(c) No event has occurred and no condition exists which, upon the
consummation of the transaction contemplated hereby, constitutes a Default
or an Event of Default on the part of the Borrower or the Parent under the
Credit Agreement, the Notes or any other Loan Document either immediately
or with the lapse of time or the giving of notice, or both.
7. Entire Agreement. This Amendment, together with Credit Agreement,
Amendment No.1 and other Loan 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 Credit Agreement, Amendment No.1 and other Loan 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 Amendment may
be changed, modified, waived or canceled orally or otherwise, except as
permitted pursuant to Section 13.6 of the Credit Agreement.
8. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, and as previously amended, modified and
supplemented by Amendment No.1, 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.
9. Counterparts. This Amendment 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.
10. Governing Law. This Amendment shall in all respects be governed by, and
construed in accordance with, the laws of the State of Tennessee.
11. Enforceability. Should any one or more of the provisions of this
Amendment 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.
12. References. All references in any of the Loan Documents to the "Credit
Agreement" shall mean the Credit Agreement as amended by this Amendment and
Amendment No.1.
13. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the Borrower, the Parent, the Lenders, the Agent and their
respective successors, assigns and legal representatives; provided, however,
that neither the Borrower nor the Parent, without the prior consent of the
Lenders, may assign any rights, powers, duties or obligations hereunder.
6
14. Expenses. Borrower agrees to pay to the Agent all reasonable
out-of-pocket expenses (including reasonable legal fees and expenses of special
counsel to the Agent) incurred or arising in connection with the negotiation and
preparation of this Amendment.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWER:
--------
COVENANT ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: CFO/Senior Vice-President
------------------------------
PARENT:
------
COVENANT TRANSPORT, INC., a Nevada
corporation
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: CFO/Senior Vice-President
------------------------------
GUARANTORS:
----------
COVENANT TRANSPORT, INC., a Nevada
corporation
▇▇▇▇▇▇ ▇▇▇▇ TRUCKING CO.
TERMINAL TRUCK BROKER, INC.
▇▇▇▇▇▇▇▇.▇▇▇, INC.
CIP, INC.
SOUTHERN REFRIGERATED TRANSPORT, INC.
▇▇▇▇ ▇▇▇▇▇ TRUCKING, INC.
COVENANT TRANSPORT, INC., a Tennessee
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: CFO/Senior Vice-President
------------------------------
AGENT:
-----
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Senior Vice President
------------------------------
LENDERS:
-------
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Senior Vice President
------------------------------
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title: Managing Director
------------------------------
SUNTRUST BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President Suntrust Bank
------------------------------
BRANCH BANKING AND TRUST COMPANY
By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: R. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Title: Senior Vice President
------------------------------
EXHIBIT 1
---------
EXHIBIT A
Applicable Commitment Percentages
Applicable
Revolving Credit Commitment
Lender Commitment Percentage
------ ---------- ----------
Bank of America, N.A. $35,000,000 35.0 %
SunTrust Bank $25,000,000 25.0 %
Fleet National Bank $25,000,000 25.0 %
Branch Banking and Trust Company $15,000,000 15.0 %
Exhibit 1-1
EXHIBIT 2
---------
EXHIBIT H
Compliance Certificate
Bank of America, N.A.,
as Agent
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 15th Floor
NC1-001-15-04
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Agency Services
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of America, N.A.,
as Agent
TN6-300-02-03
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is hereby made to the Credit Agreement dated as of December 13,
2000 (the "Agreement") among Covenant Asset Management, Inc., a Nevada
corporation (the "Borrower"), Covenant Transport, Inc., a Nevada corporation,
the Lenders (as defined in the Agreement) and Bank of America, N.A., as Agent
for the Lenders ("Agent"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings therefor set forth in the Agreement.
The undersigned, a duly authorized and acting Authorized Representative, hereby
certifies to you as of __________ (the "Determination Date") as follows:
1. Calculations:
a. Consolidated Tangible Net Worth (Section 10.01(a))
Consolidated Tangible Net Worth (as of the Determination Date):
$________________
Required Tangible Net Worth shall not be less than $136,223,081 at any time
during the Fiscal Quarter which contains the Closing Date.
Thereafter, for each Fiscal Quarter, at no time shall Consolidated Tangible
Net Worth be less than the sum of:
(a) Minimum Consolidated Net Worth $________________
Required for previous Fiscal Quarter
Exhibit 2-1
(b) 50% of Consolidated Net Income $________________
for Fiscal Quarter
(c) 100% of the net proceeds of $________________
any equity issuance during Fiscal Quarter
(d) Total: sum of (a) plus (b) plus (c) $________________
b. Consolidated Leverage Ratio (Section 10.01(b))
The ratio of Consolidated Total Adjusted Indebtedness (determined as at
such date) to (ii) Consolidated EBITDAR shall not exceed 3.00 to 1.00,
calculated at the end of each Four Quarter Period.
(a) Consolidated Total Adjusted Indebtedness $________________
With respect to the Parent and its Subsidiaries,
i. Obligations under Capital Leases $__________
ii. Amounts outstanding under Permitted
Receivables Securitizations $__________
iii. Synthetic Lease Obligations $__________
iv. Amounts outstanding under Senior
Notes $__________
v. Subordinated Indebtedness $__________
vi. Letter of Credit Outstandings $__________
vii. Revolving Credit Outstandings $__________
viii.Swing Line Outstandings $__________
ix. Other Indebtedness for Money
Borrowed (without double-counting
Outstandings) $__________
x. Present value of Consolidated
Lease Payments (see attached
computations) $__________
xi. Contingent Obligations (Guaranties) $__________
TOTAL: [i + ii +iii+ iv + v + vi +
vii + viii + ix + x + xi] = $__________
(b) Consolidated EBITDAR $________________
i. Consolidated Net Income $__________
ii. Consolidated Interest Expense $__________
iii. Taxes on income $__________
iv. Depreciation $__________
v. Amortization $__________
vi. Consolidated Lease Payments $__________
Exhibit 2-2
TOTAL: [i + ii +iii+ iv + v + vi] = $__________
(c) Actual Ratio of (a) to (b) $________________
Maximum Ratio: 3.00 to 1.00
---------------------------
c. Consolidated Fixed Charge Coverage Ratio (Section 10.01(c))
The ratio of (i) Consolidated EBITDAR for such period less (without
duplication) taxes on income paid in cash during such period, to (ii) the
sum of Consolidated Fixed Charges for such period plus twenty-five percent
(25%) of Revolving Credit Outstandings as of the date of computation shall
not be less than 1.20 to 1.00, calculated at the end of each Fiscal
Quarter.
(a) Consolidated EBITDAR (from (b) above) $________________
(b) Taxes on income paid in cash $________________
(c) (a) minus (b) $________________
(d) Consolidated Fixed Charges $________________
i. Consolidated Interest Expense $________________
ii. Current maturities of
Consolidated Indebtedness $________________
iii. Consolidated Lease Payments $________________
TOTAL: [i + ii +iii] = $________________
(e) 25% times Revolving Credit Outstandings $________________
(f) (d) plus (e) $________________
(g) Actual Ratio of (c) to (f) $________________
Minimum Ratio: 1.20 to 1.00
---------------------------
d. Restricted Payments (Section 10.8)
The sum of the aggregate amount of Permitted Share Repurchases plus the
aggregate amount of cash dividends declared by the board of directors of
the Parent and paid thereby to its stockholders from the Closing Date until
the Stated Termination Date shall not exceed the sum of $24,000,000 plus
50% of Consolidated Net Income for each Fiscal Quarter commencing September
30, 2000 (as reduced by 100% of the amount of any negative Consolidated Net
Income during any such period).
(a) Permitted Share Repurchases $________________
(aggregate amount since Closing Date)
(b) Permitted cash dividends by Parent $________________
(aggregate amount since Closing Date)
Exhibit 2-3
(c) Sum of (a) plus (b) $________________
(d) $24,000,000 $24,000,000
(e) 50% of the total aggregate amount of $________________
Consolidated Net Income for each
Fiscal Quarter ending on or after
September 30, 2000
(f) 100% of the total aggregate amount of $________________
negative Consolidated Net Income for
each Fiscal Quarter ending on or after
September 30, 2000 (expressed as a positive
number)
(g) Sum of (d) plus (e), less (f) $________________
Amount in (c) shall not exceed, at any time, the amount in (g).
2. No Default
A. Since __________ (the date of the last similar certification), (a)
the Borrower has not defaulted in the keeping, observance, performance or
fulfillment of its obligations pursuant to any of the Loan Documents; and
(b) no Default or Event of Default specified in Article XI of the Agreement
has occurred and is continuing.
B. If a Default or Event of Default has occurred since __________ (the
date of the last similar certification), the Borrower proposes to take the
following action with respect to such Default or Event of Default:
__________________________________________________________________________.
(Note, if no Default or Event of Default has occurred, insert
"Not Applicable").
The Determination Date is the date of the last required financial
statements submitted to the Lenders in accordance with Section 9.1 of the
Agreement.
IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, ____.
By:
-----------------------------------
Authorized Representative
Name:
---------------------------------
Title:
--------------------------------
Exhibit 2-4
EXHIBIT 3
---------
EXHIBIT K
Form of Borrowing Base Certificate
Bank of America, N.A., successor
to NationsBank, N.A.
Independence Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Agency Services
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of America, N.A., as Agent
TN6-300-02-03
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is hereby made to the Credit Agreement dated as of December 13,
2000, (as from time to time amended, restated, modified, or supplemented the
"Agreement") among Covenant Asset Management, Inc., a Nevada corporation
("Borrower"), Covenant Transport, Inc., a Nevada corporation, the Lenders (as
defined in the Agreement) and Bank of America, N.A., as Agent for the Lenders
("Agent"). Capitalized terms used but not otherwise defined herein shall have
the respective meanings therefor set forth in the Agreement. The undersigned,
duly authorized and acting Authorized Representatives of the Borrower and the
Parent, hereby certifies to you as of _____________, 20___ (the "Determination
Date") as follows:
Availability under Revolving Credit Facility
I. Eligible Revenue Equipment
Borrowing
Revenue Equipment: Gross Eligible Advance % Base Amount
----------------- ----- -------- --------- -----------
Southern Refrigerated Transport, Inc. ______ ______ ______ ______
Covenant Transport, Inc. ______ ______ ______ ______
Total: ______ ______ ______ ______ (I)
II. Aggregate Senior Note Outstandings: ______ (II)
Exhibit 3-1
TOTAL BORROWING BASE (I-II): ______________________________*
*Not to exceed Total Revolving
Credit Commitment.
III.
1. Total Borrowing Base: $_________________
2. Revolving Credit Outstandings: $_________________
3. Letter of Credit Outstandings: $_________________
4. Swing Line Outstandings: $_________________
5. Total Outstandings [2+3+4]: $_________________
6. Availability [1-5]: $_________________*
* If negative, immediate prepayment of the amount of such deficit is required.
IN WITNESS WHEREOF, we have executed this Certificate this __ day of __________,
20___.
COVENANT ASSET MANAGEMENT, INC.
By:
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Name:
-------------------------
Title:
------------------------
COVENANT TRANSPORT, INC.
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Exhibit 3-2