AMENDMENT NO. 10 TO LOAN AGREEMENT (CVTI/Covenant Transport)
Exhibit
10.28
AMENDMENT
NO. 10 TO
(CVTI/Covenant
Transport)
THIS
AMENDMENT NO. 10 TO LOAN AGREEMENT, dated as of July 7, 2006 (the “Amendment”),
is
entered into by and among THREE PILLARS FUNDING LLC (formerly known as THREE
PILLARS FUNDING CORPORATION), (“Three
Pillars”),
SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities
Corporation), as administrator (the “Administrator”),
CVTI
RECEIVABLES CORP. (“CVTI”),
and
COVENANT TRANSPORT, INC. (“Covenant”).
Capitalized terms used and not otherwise defined herein are used as defined
in
the Loan Agreement, dated as of December 12, 2000 among Three Pillars, the
Administrator, CVTI and Covenant (as amended to date, the “Loan
Agreement”).
WHEREAS,
the parties hereto desire to further amend the Loan Agreement in certain
respects as provided herein;
NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:
SECTION
1. Amendments
to the Loan Agreement.
(a) The
definition of “Concentration Limit” is hereby amended in its entirety to read as
follows:
“Concentration
Limit:
For any
Obligor (a) whose (i) short term unsecured debt rating is (A) equal to both
A1+
by S&P and P1 by ▇▇▇▇▇’▇, 12.0%, (B) equal to both A1 by S&P and P1 by
▇▇▇▇▇’▇, 10.0%, (C) equal to both A2 by S&P and P2 by ▇▇▇▇▇’▇, 8.0%, (D)
equal to both A3 by S&P and P3 by ▇▇▇▇▇’▇, 7.0%; provided,
however, if such Obligor is rated by both ▇▇▇▇▇’▇ and S&P and has a split
rating, the applicable rating will be the lower of the two ratings, or (ii)
in
the absence of short term unsecured debt ratings by both Rating Agencies,
whose
long term unsecured debt rating is (A) equal to both AAA by S&P and Aaa by
▇▇▇▇▇’▇, 12.0%, (B) equal to both AA-, AA or AA+ by S&P and Aa3, Aa2 or Aa1
by ▇▇▇▇▇’▇, 10.0%, (C) equal to both A-, A or A+ by S&P and A3, A2 or A1 by
▇▇▇▇▇’▇, 8.0%, (D) equal to both BBB-, BBB or BBB+ by S&P and Baa3, Baa2 or
Baa1 by ▇▇▇▇▇’▇, 7.0%; provided,
however, if such Obligor is rated by both ▇▇▇▇▇’▇ and S&P and has a split
rating, the applicable rating will be the lower of the two ratings or (b)
that
has no short term unsecured debt rating or long term unsecured debt rating
or is
rated below any of the foregoing rating categories, 3.0%, in each case, of
the
Aggregate Unpaid Balance. The Concentration Limit for a Special Obligor shall
be
6%.”
(b) The
definition of “Reserve Floor” is hereby amended in its entirety to read as
follows:
“Reserve
Floor:
For any
Due Period, the sum of (a) 15.0% and (b) the product of (i) the Expected
Dilution Ratio for such Due Period and (ii) the Dilution Horizon Ratio for
such
Due Period.”
(c) The
definition of “Special Obligor” is hereby amended in its entirety to read as
follows:
“Special
Obligor:
▇▇▇▇
Industries, Inc.”
SECTION
2. Effect
of
Amendment.
Except
as
modified and expressly amended by this Amendment, the Loan Agreement is in
all
respects ratified and confirmed, and all the terms, provisions and conditions
thereof shall be and remain in full force and effect. This Amendment shall
be
effective as of the date (the “Effective
Date”)
on
which each of the parties hereto delivers to the Administrator a fully executed
original of this Amendment. On and after the Effective Date, all references
in
the Loan Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words
of like import refer to the Loan Agreement as amended by this
Amendment.
SECTION
3. Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of the parties to
the
Loan Agreement and their successors and permitted assigns.
SECTION
4. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York.
SECTION
5. Execution
in Counterparts; Severability.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original, and all of which taken together shall constitute one and
the
same agreement. Delivery of an executed counterpart of a signature page by
facsimile shall be effective as delivery of a manually executed counterpart
of
this Amendment. In case any provision in or obligation under this Amendment
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or
of
such provision or obligation in any other jurisdiction, shall not in any
way be
affected or impaired thereby.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their
respective officers thereunto duty authorized, as of the date first above
written.
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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:
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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/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Assistant
Treasurer
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THE
ADMINISTRATOR:
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SUNTRUST
CAPITAL MARKETS, INC.
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Title:
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Managing
Director
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THE
MASTER SERVICER:
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COVENANT
TRANSPORT, INC.,
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a
Nevada holding corporation
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Controller,
Assistant Secretary, and
Assistant
Treasurer
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(Signature
Page to Amendment No. 10 to Loan Agreement (CVTI/Covenant
Transport))