AMENDMENT NO. 5 TO
                                 LOAN AGREEMENT
                            (CVTI/Covenant Transport)


     THIS AMENDMENT NO. 5 TO LOAN  AGREEMENT,  dated as of December 9, 2003 (the
"Amendment"), is entered into by and among THREE PILLARS FUNDING, LLC (successor
to 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.
     The definition of "Scheduled Commitment Termination Date" in Section 1.1 is
hereby amended to read in its entirety as follows:

          "Scheduled Commitment Termination Date:  December
     7, 2004."

     SECTION 3. 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. On and after the effective date hereof,  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 4. 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  5.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.


     SECTION 6. 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/ Douglas K. Johnson
                                   --------------------------------
                                   Title: President


THE BORROWER:                   CVTI RECEIVABLES CORP.


                                By:  /s/ Joey B. Hogan
                                   --------------------------------
                                   Title: Treasurer and Chief Financial Officer


THE ADMINISTRATOR:              SUNTRUST CAPITAL MARKETS, INC.


                                By:  /s/ R. T. Shutley
                                   --------------------------------
                                   Title: Managing Director


THE MASTER SERVICER:            COVENANT TRANSPORT, INC.,
                                a Nevada holding corporation

                                By:  /s/ Joey B. Hogan
                                   --------------------------------
                                   Title: Executive Vice President and Chief
                                          Financial Officer