SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
This Second Amendment is Note Purchase Agreement (the "Second Amendment")
is made of December 30, 1997, among Covenant Transport, Inc., a Tennessee
corporation ("Issuer"), Covenant Transport, Inc., a Nevada corporation
("Guarantor"), and Connecticut General Life Insurance Company, on behalf of one
or separate accounts, Connecticut General Life Insurance Company, and Life
Insurance Company of North America (collectively, the "Noteholders").
RECITALS
A. The issuer and the Guarantor have entered into that certain Note
Purchase Agreement dates as of October 15, 1995 with the Noteholders, as amended
pursuant to that certain First Amendment to Note Purchase Agreement and Waiver
dated as of April 1, 1996 (the "Note Purchase Agreement"), pursuant to which the
Issuer 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.
B. The Issuer, the Guarantor, and the Noteholders now desire to amend
certain provisions of the Note Purchase Agreement as hereinafter set forth.
NOW, THEREFORE, the Issuer, the Guarantor, and the Noteholders, in
consideration of good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, do hereby agree as follows:
1. The definition of "Debt" in Schedule B of the Note Purchase
Agreement is hereby amended by adding the following new subparagraph (f)
thereto, to read as follows:
"and, (f) its liabilities under the Permitted
Sale-and-Leaseback Transaction."
2. The definition of "Lease Rentals" in schedule B of the Note
Purchase Agreement is hereby amended by deleting such definition in its
entirety, and substituting therefore the following new definition:
"Lease Rentals" means, with respect to any period, the sum of
the rental and other obligations required to be paid during
such period by the Company or any Subsidiary as lessee under
all leases of real or personal property (other than Capital
Leases, but including under the Permitted Sale-and-Leaseback
Transaction), excluding any amount required to be paid by the
lessee (whether or not therein designated as rental or
additional rental) on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar
charges, provided that, if at the date of determination, any
such rental or other obligations are contingent or not
otherwise definitely determinable by the terms of the related
lease, the
amount of such obligations (i) shall be assumed to be equal to
the prorated amount of such obligations for period of 12
consecutive calendar months immediately preceding the date of
determination or (ii) if the related lease was not in effect
during such preceding 12-month period, shall be the amount
estimated by a Senior Financial Officer of the Company on a
reasonable basis and in good faith.
3. The following new definition is hereby added to Schedule B of the
Note Purchase Agreement immediately following the definition of "PBGC":
"Permitted Sale-and-Leaseback Transaction" means that certain
Sale-and-Leaseback Transaction between Banc One Leasing
Corporation as Lessor and the Company as Lessee covering up to
$15,000,000 of equipment consisting of new 1998 Freightliner
Over the Road Tractors as described in that certain letter of
the Company dated December 19, 1997, a copy of which letter is
attached hereto as Exhibit A.
4. Section 10.5 (Sale-and-Leaseback Transactions) of the Note
Purchase Agreement is hereby amended by deleting such Section in its
entirety and substituting therefor the following new Section 10.5:
"10.5. Sale-and-Leaseback Transactions. The Company will not,
and will not permit any Restricted Subsidiary to, enter into any
Sale-and-Leaseback Transactions other than the Permitted
Sale-and-Leaseback Transaction."
5. Except as specifically modified by this Second Amendment, all
other terms and conditions of the Note Purchase Agreement shall remain in
full force and effect.
6. All covenants and other agreements contained in this Second
Amendment by or on behalf of any of the parties hereto bind and inure to
the benefit of their respective successors and assigns (including),
without limitation, any subsequent Noteholder of a note) whether so
expressed or note. This Second Amendment may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number
of copies thereof, each signed by less than all, but together signed by
all, of the parties hereto.
(Signatures on Next Page)
In Witness, whereof, the parties hereto have caused this Second Amendment
to be executed by their duly authorized representatives as of the date first
above written.
Company: Guarantor:
COVENANT TRANSPORT, INC., COVENANT TRANSPORT, INC.,
A Tennessee corporation A Nevada corporation
By: /s/ Joey B. Hogan By: /s/ Joey B. Hogan
Joey B. Hogan Joey B. Hogan
Treasurer and Chief Financial Officer Treasurer and Chief Financial Officer
CONNECTICUT GENERAL LIFE LIFE INSURANCE COMPANY OF
COMPANY NORTH AMERICA
By: CIGNA Investments, Inc. B: CIGNA Investments, Inc.
By: /s/ Lawrence A Drake By: /s/ Lawrence A. Drake
Name: Lawrence A.Drake Name: Lawrence A. Drake
Title: Managing Director Title: Managing Director
CONNECTICUT GENERAL LIFE *
INSURANCE COMPANY, on behalf
of one or more separate accounts
By: CIGNA Investments, Inc.
By: /s/ Lawrence A. Drake
Name: Lawrence A. Drake
Title: Managing Director
*THIS ENTITY IS EITHER THE REGISTERED OWNER OF ONE OR MORE OF THE
SECURITIES PERTAINING HERETO OR IS A BENEFICIAL OWNER OF ONE OR MORE SUCH
SECURITIES OWNED BY AND REGISTERED IN THE NAME OF A NOMINEE FOR THAT
ENTITY