AMENDMENT NO. 13 TO LOAN AGREEMENT (CVTI/Covenant Transport)
Exhibit
10.30
AMENDMENT
NO. 13 TO LOAN
AGREEMENT
(CVTI/Covenant
Transport)
THIS AMENDMENT NO. 13 TO LOAN
AGREEMENT, dated as of August 31, 2007 (the "Amendment"), is
entered into by and among THREE PILLARS FUNDING LLC (formerly known as
THREE PILLARS FUNDING CORPORATION), ("Three
Pillars"), SUNTRUST XXXXXXXX
XXXXXXXX, 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 "Concentration Limit" is hereby amended in its entirety to read as
follows:
"Concentration
Limit: For (1) any Obligor that is not a Special Obligor (a)
whose (i) short term unsecured debt rating is (A) equal to both A1+ by
S&P and P1 by Xxxxx'x, 12.0%, (B) equal to both A1 by S&P and P1 by
Xxxxx'x, 10.0%, (C) equal to both A2 by S&P and P2 by Xxxxx'x, 8.0%, (D)
equal to both A3 by S&P and P3 by Xxxxx'x, 7.0%; provided, however, if
such Obligor is rated by both Xxxxx'x 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 Xxxxx'x,
12.0%, (B) equal to both AA-, AA or AA+ by S&P and Aa3, Aa2 or Aal by
Xxxxx'x, 10.0%, (C) equal to both A-, A or A+ by S&P and A3, A2 or Al by
Xxxxx'x, 8.0%, (D) equal to both BBB-, BBB or BBB+ by S&P and Baa3, Baa2 or
Baal by Xxxxx'x, 7.0%; provided, however, if
such Obligor is rated by both Xxxxx'x 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, (2) any Special Obligor, the percentage of the Aggregate Unpaid
Balance set forth for such Special Obligor in the definition thereof and
(3) for all Governmental Obligors, in the aggregate, 4.0% of the Aggregate
Unpaid Balance."
(b) Clause
(f) of the definition of "Eligible Receivable" is hereby deleted.
(c) Clause
(i) of the definition of "Eligible Receivable" is hereby amended in its entirety
to read as follows:
"(i) the Obligor of which is either a
Governmental Obligor or a United States resident;"
(d) Clause
(j) of the definition of "Eligible Receivable" is hereby amended in its entirety
to read as follows:
"(j) the Obligor of which is not an
Affiliate of any Originator;"
(e) A
new definition of "Governmental Obligor" is hereby added in appropriate
alphabetical order, as follows:
"Governmental Obligor:
Any Obligor that is either the government of the United States or any other
Governmental Authority."
(f) The
definition of "Special Obligor" is hereby amended in its entirety to read as
follows:
"Special Obligor: Each
of Xxxx Industries, Inc., with a Concentration Limit of 6.0% and Georgia-Pacific
LLC with a Concentration Limit of 8.0%."
(g) The
name of the Master Servicer is hereby changed from Covenant Transport, Inc. to
Covenant Transportation Group, Inc. and all references in the Loan Agreement to
Covenant Transport, Inc., except to the extent such references are to Covenant
Transport, Inc, a Tennessee corporation (including to such entity as an
Originator), are hereby changed to refer to Covenant Transportation Group,
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.
[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/
Xxxxx X. Xxxxx
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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/
Xxxxxxx X. Xxxxxx
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Title: Treasurer
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THE
ADMINISTRATOR:
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SUNTRUST
XXXXXXXX XXXXXXXX, INC.
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By:
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/s/
Xxxxxxx X. Xxxx
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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/
Xxxxxxx X. Xxxxxx
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Title: Vice
President, Chief Accounting Officer
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(
Signature Page to Amendment No. 13 to Loan Agreement (CVTI/Covenant Transport))
