AMENDMENT NO. 7 TO LOAN AGREEMENT (CVTI/Covenant Transport)
Exhibit
10.14
AMENDMENT
NO. 7 TO
(CVTI/Covenant
Transport)
THIS
AMENDMENT NO. 7 TO LOAN AGREEMENT, dated as of November 17, 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.
(a) The
following new definition is hereby added to Section 1.1 of the Loan Agreement in
appropriate alphabetical order:
“Detention
Charge Receivable: Any
Receivable that arises from the assessment against the Obligor thereof of fees
in connection with a driver being detained (beyond the period of time allotted
by the Originator for the performance by the driver of his/her duties) at any
pick-up, deliver or transfer site relating to any service rendered to such
Obligor.”
(b) The
definition of “Concentration Limit” in Section 1.1 of the Loan Agreement is
hereby deleted and replaced with the following definition:
“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 Xxxxx’x, 8.0%, (B) equal to both A1 by S&P and P1 by
Xxxxx’x, 6.0%, (C) equal to both A2 by S&P and P2 by Xxxxx’x, 4.0%, (D)
equal to both A3 by S&P and P3 by Xxxxx’x, 3.0%; 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, 8.0%, (B) equal to both AA-, AA or AA+ by S&P and Aa3, Aa2 or Aa1
by Xxxxx’x, 6.0%, (C) equal to both A-, A or A+ by S&P and A3, A2 or A1 by
Xxxxx’x, 4.0%, (D) equal to both BBB-, BBB or BBB+ by S&P and Baa3, Baa2 or
Baa1 by Xxxxx’x, 3.0%; 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.”
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(c) The
definition of “Defaulted Receivable” in Section 1.1 of the Loan Agreement is
hereby amended by adding the parenthetical phrase “(other than a Detention
Charge Receivable)” following the first occurrence of the word “Receivable” in
such definition.
(d) The
definition of “Delinquent Receivable” in Section 1.1 of the Loan Agreement is
hereby amended by adding the phrase “or a Detention Charge Receivable” following
the word “Receivable” in the parenthetical phrase “(other than a Defaulted
Receivable)” in such definition.
(e) Clause (d) of
the definition of “Eligible Receivable” in Section 1.1 of the Loan Agreement is
hereby amended by adding the phrase “a Detention Charge Receivable,” before the
words “a Delinquent Receivable” in such definition.
(f) The
definition of “Special Obligor” in Section 1.1 of the Loan Agreement is hereby
deleted.
(g) Section
10.2(d) of the Loan Agreement is hereby deleted and replaced with the
following:
“(d) Delinquency
Ratio. The
Delinquency Ratio shall be equal to or exceed 2.00% on a rolling three month
average basis.”
(h) The
definition of “Scheduled Commitment Termination Date” in Section 1.1 of the Loan
Agreement is hereby deleted and replaced with the following:
“Scheduled
Commitment Termination Date:
December 6, 2005.”
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 later of date on which each of the parties hereto delivers
to the Administrator a fully executed original of this Amendment and the date on
which CVTI delivers to the Administrator a fully executed original of the Second
Amended and Restated Fee Letter, dated as of the date hereof (the “Effective
Date”). 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.
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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]
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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 | |
|
Title:
Vice President | ||
|
THE
BORROWER: |
CVTI
RECEIVABLES CORP. | |
|
By:
|
/s/
Xxxx X. Xxxxx | |
|
Title:
Treasurer
and Chief Financial Officer | ||
|
THE
ADMINISTRATOR: |
SUNTRUST
CAPITAL MARKETS, INC. | |
|
By:
|
/s/
Xxxxx X. Xxxxxxxx | |
|
Title:
Managing Director | ||
|
THE
MASTER SERVICER: |
COVENANT
TRANSPORT, INC.,
a
Nevada holding corporation | |
|
By:
|
/s/
Xxxx X. Xxxxx | |
|
Title:
Exec.
Vice President, Chief Financial,
and
Assistant Secretary | ||
(Signature
Page to Amendment No. 7 to Loan Agreement (CVTI/Covenant
Transport))
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