WAIVER TO NOTE PURCHASE AGREEMENT
THIS WAIVER dated as of March 31, 1997 to the Note Purchase Agreement
dated as of October 15, 1995, as amended, is among Covenant Transport, Inc., a
Tennessee corporation (the "Company"), Covenant Transport, Inc., a Nevada
corporation (the "Guarantor"), and each of the entities listed on Schedule 1
hereto (the "Noteholders").
RECITALS:
A. The Company and the Guarantor have heretofore entered into that
certain Note Purchase Agreement dated as of October 15, 1995 (the "Note Purchase
Agreement") with Connecticut General Life Insurance Company, on behalf of one or
more separate accounts, Connecticut General Life Insurance Company and Life
Insurance Company of North America, as amended pursuant to that certain First
Amendment to Note Purchase Agreement and Waiver dated as of April 1, 1996. The
Company has heretofore issued $25,000,000 of its 7.39% Guaranteed Senior Notes
due October 1, 2005 (the "Notes"), and the Guarantor has heretofore guaranteed
such Notes, pursuant to the Note Purchase Agreement.
B. The Company, the Guarantor and the Noteholders now desire to enter
into a waiver of certain provisions of the Note Purchase Agreement as
hereinafter set forth.
NOW, THEREFORE, the Company, the Guarantor and the Noteholders, in consid-
eration of good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, do hereby agree as follows:
Sections 10.1 and 10.2 of the Note Purchase Agreement are hereby waived in
order to permit the consummation of the transaction described in the attached
Exhibit A.
This Waiver shall be construed in connection with and as part of the Note
Purchase Agreement, and except as expressly set forth herein, all terms, condi-
tions, and covenants contained in the Note Purchase Agreement and the Notes are
hereby ratified and shall be and remain in full force and effect.
Any and all notices, requests, certificates and other instruments executed
and delivered after the execution and delivery of this Waiver may refer to the
Note Purchase Agreement without making specific reference to this Waiver unless
the context otherwise requires.
This Waiver shall be governed by and construed in accordance with
Connecticut law.
IN WITNESS WHEREOF, the Company, the Guarantor and the Noteholders have
caused this instrument to be executed, all as of the day and year first above
written.
THE COMPANY:
COVENANT TRANSPORT, INC.,
a Tennessee corporation
By_________________________
Name:
Title:
THE GUARANTOR:
COVENANT TRANSPORT, INC.,
a Nevada corporation
By_________________________
Name:
Title:
THE NOTEHOLDERS:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, on behalf of one or more
separate accounts By CIGNA
Investments, Inc.
By_________________________
Name:
Title:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By CIGNA Investments, Inc.
By_________________________
Name:
Title:
LIFE INSURANCE COMPANY OF NORTH AMERICA
By CIGNA Investments, Inc.
By_________________________
Name:
Title:
SCHEDULE I
Noteholders
Connecticut General Life Insurance Company,
on behalf of one or more separate accounts
Connecticut General Life Insurance Company
Life Insurance Company of North America
