Exhibit 10.1
AMENDMENT NO. 6 TO
LOAN AGREEMENT
(CVTI/Covenant Transport)
THIS AMENDMENT NO. 6 TO LOAN AGREEMENT, dated as of July 8, 2004 (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.
Each of Section 10.2(c) and Section 10.2(d) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(c) Default Ratio. The Default Ratio for (i) the June, July, August,
September, October and November 2004 Due Periods shall be equal to or
exceed 3.0% on a rolling three month average basis and (ii) any Due Period
from and after the December 2004 Due Period shall be equal to or exceed
1.5% on a rolling three month average basis.
(d) Delinquency Ratio. The Delinquency Ratio for (i) the June, July,
August, September, October and November 2004 Due Periods shall be equal to
or exceed 3.0% on a rolling three month average basis and (ii) any Due
Period from and after the December 2004 Due Period shall be equal to or
exceed 1.5% on a rolling three month average basis.
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 June 1, 2004 (the
"Effective Date") upon receipt by the Administrator of
duly executed counterparts hereof by each of Covenant and CVTI. 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.
THREE PILLARS: THREE PILLARS FUNDING, LLC
By: /s/ Xxxxxx Xxxxxxxxxx
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Title: Xxxxxx Xxxxxxxxxx
Vice President
THE BORROWER: CVTI RECEIVABLES CORP.
By: /s/ Xxxx X. Xxxxx
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Title: EVP/CFO
THE ADMINISTRATOR: SUNTRUST CAPITAL MARKETS, INC.
By: /s/ J. R. Xxxxxxxx
---------------------
Title: Xxxxx X. Xxxxxxxx
Managing Director
THE MASTER SERVICER: COVENANT TRANSPORT, INC.,
a Nevada holding corporation
By: /s/ Xxxx X. Xxxxx
---------------------
Title: EVP/CFO
